TCR_Public/140620.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 20, 2014, Vol. 18, No. 170

                            Headlines

ADVANCED MICRO DEVICES: Issues $500 Million Senior Notes Due 2024
ADAMIS PHARMACEUTICALS: Eses Holdings Reports 16.4% Stake
ADVANTAGE SALES: Moody's Says Apax Deal No Impact on 'B2' CFR
ALLEN SYSTEMS: Moody's Cuts Probability of Default Rating to D-PD
ALLSTATE CORP: Fitch Assigns 'BB+' Preferred Stock Rating

AMERICAN AIRLINES: AFA Balks at Placement of New Embraer Jets
AMERICAN APPAREL: Management Changes May Trigger Event of Default
AMERICAN MEDIA: Avenue Stockholders' Director Designee Resigns
AMERICAN TIRE: Moody's Says IPO Filing No Impact on B2 Rating
AOXING PHARMA: NYSE MKT Extends Listing Compliance Deadline

ARAMID ENTERTAINMENT: Section 341(a) Meeting Set on July 11
ARMTEC HOLDINGS: S&P Lowers CCR to 'CCC+' on Liquidity Concerns
AXION INTERNATIONAL: Borrows $1.5 Million from MLTM, et al.
AV HOMES: Moody's Assigns 1st Time 'B3' Corporate Family Rating
AV HOMES: S&P Assigns 'B-' CCR & Rates Senior Notes 'B-'

BANYON 1030-32: Lied To Get Coverage, Insurers Say
BOART LONGYEAR: Moody's Lowers Corporate Family Rating to 'Caa1'
CAESARS ENTERTAINMENT: Tender Offer Expiration Moved to June 27
CALIFORNIA COMMUNITY: Case Summary & 18 Top Unsecured Creditors
CASH STORE: Obtains CCAA Stay Extension Until August 15

CBRE SERVICES: S&P Raises ICR to 'BB+' on Reduced Leverage
CENVEO INC: S&P Affirms 'B-' Corp. Credit Rating; Outlook Stable
CLINE MINING: Bond Default Covered Under Forbearance Agreement
COMARCO INC: Incurs $1.3 Million Net Loss in 1st Quarter
CONFIE SEGUROS: Moody's Keeps B3 CFR Over Incremental Term Loan

COPYTELE INC: Incurs $3.2 Million Net Loss in Second Quarter
CORE ENTERTAINMENT: S&P Retains 'B' CCR on CreditWatch Negative
CORINTHIAN COLLEGES: Warns of Possible Shutdown
CRYOPORT INC: Ramkumar Mandalam Appointed as Director
DETROIT, MI: Rolls Out Hybrid Pension Plan

DETROIT, MI: Agency Plans Bond Sale to Fix Street Lights
DONALD W. WYATT DETENTION FACILITY: Temporary Receiver Appointed
EASTERN HILLS: Gets Conditional Court Approval for Plan Outline
ENERGY FUTURE: Defaulted Bonds Soar on Bankruptcy Conflict
EPAZZ INC: Asher Enterprises No Longer a Shareholder

ESP RESOURCES: Receives Default Notice from Hillair Capital
FERRELLGAS LP: Moody's Corrects Oct. 21, 2013 Release
GENERAL MOTORS: Says Bankruptcy Stay Offers Certain Protections
GENERAL MOTORS: Ignored Early Warning on Cars Stalling
GENERAL MOTORS: Hagens Berman Files Ignition Switch Class Action

GENERAL MOTORS: AAJ Reports on Ignition Switch Cover-Up Exposure
GENIUS BRANDS: Launches Secondary Offering of 3.1 Million Shares
GOOD SHEPHERD: Moody's Lowers Rating on $93.7MM Bonds to 'Ba3'
GROUP HEALTH COOPERATIVE: Fitch Raises IDR From 'BB+'
HALEK ENERGY: Law Firms Continue Fight for Gas Scheme Victims

HAMPTON ROADS: Shareholders Elect 12 Directors
HARRIS LAND: Pulaski County Collector May Pursue Tax Sales
HARRIS LAND: To Hire Broker to Sell Sabal Fin'l Collateral
HARDWICK CLOTHES: Allan Jones Acquires Business Out of Bankruptcy
HERON LAKE: Posts $6.4 Million Net Income in First Quarter

HOPEWELL BUSINESS: Case Summary & 20 Largest Unsecured Creditors
HOSPITAL ACQUISITION: S&P Revises Outlook to Pos. & Affirms B- CCR
HOWARD PAUL IVANY: Chapter 15 Case Summary
HUNTER DONALDSON: Voluntary Chapter 11 Case Summary
HYDROCARB ENERGY: Incurs $1.6-Mil. Net Loss in Third Quarter

INCRED-A-BOWL: Case Summary & 13 Largest Unsecured Creditors
IZEA INC: CEO Buys 20,000 Common Shares
KANGADIS FOOD: Hires Fox Rothschild as Litigation Counsel
KANGADIS FOOD: Employs WeiserMazars as Accountants
KANGADIS FOOD: Files List of Largest Unsecured Creditors

KID BRANDS: Files Chapter 11 Petition to Facilitate Sale
KID BRANDS: Case Summary & 30 Largest Unsecured Creditors
LASALLE REALTY: Case Summary & 4 Largest Unsecured Creditors
LATTICE INC: Robert Robotti Holds 4.6% Equity Stake
LEARFIELD COMMUNICATIONS: S&P Affirms 'B' CCR on Term Loan Add-On

LEHMAN BROTHERS: July 31 Proofs of Debt Deadline Set
LEHMAN BROTHERS UK: July 31 Proofs of Debt Deadline Set
LEVEL 3: Inks Merger Agreement with tw telecom
LEVEL 3: Signs Voting Agreement with STT Crossing
LEVEL 3: To Acquire tw telecom for $7.3 Billion

LIGHTSQUARED INC: Falcone Resigns From Board
LUAR CLEANERS: Case Summary & 20 Largest Unsecured Creditors
MCCLATCHY CO: Bestinver Gestion Owns 15% of Class A Shares
METRORIVERSIDE LLC: Cash Collateral Hearing Continued to July 10
MICRO HOLDING: S&P Assigns Preliminary 'B' CCR; Outlook Stable

MICROVISION INC: To Sell $4.5 Million Common Shares
MID-ATLANTIC MILITARY: S&P Affirms BB+ Rating on Class III Bonds
MILE MARKER: Case Summary & 20 Largest Unsecured Creditors
MINT LEASING: Further Amends 70MM Shares Prospectus with SEC
MOMENTIVE PERFORMANCE: Restructuring Deal Fails to Win Approval

MONTANA ELECTRIC: Harper Hofer Confirmed as Valuation Expert
MOTORCAR PARTS: Swings to $107 Million Net Income in Fiscal 2014
NETBANK INC: Asks High Court To Review FDIC Tax Refund Dispute
MSR HOTELS: Subsidiary Settles $59M Five Mile Dispute
NEW ENTERPRISE STONE: Moody's Affirms 'Caa1' Corp. Family Rating

NEWLEAD HOLDINGS: Completes $44.8-Mil. Balance Sheet Program
NEXTAG INC: Moody's Lowers Probability of Default Rating to Ca-PD
NORTH LAS VEGAS: Moody's Affirms Ba3 Gen. Limited Tax Bond Rating
NPC INTERNATIONAL: Moody's Affirms 'B2' Corporate Family Rating
OVERSEAS SHIPHOLDING: Confirmation Hearing Begins July 18

OVERSEAS SHIPHOLDING: Asks Court to Extend Exclusive Periods
OVERSEAS SHIPHOLDING: Wants to Amend Collective Bargaining Deals
OVERSEAS SHIPHOLDING: Ask Court to Clarify Discovery Limits
PANACHE BEVERAGE: Grants 500,000 Shares Options to CEO
PEREGRINE FINANCIAL: CFTC Rebuked For US Bank Discovery Delay

PHYSICIANS UNITED: Declared Insolvent; To be Closed on July 1
PLAYA RESORTS: S&P Affirms 'BB-' Rating on Credit Facility
PLUG POWER: Files Financial Statements of ReliOn with SEC
PWK TIMBERLAND: Plan Outline Hearing Continued to July 10
REALOGY HOLDINGS: Extends Securitization Program Until 2015

RESTORGENEX CORP: Amends Report on Paloma Pharma Acquisition
REVEL AC: Atlantic City Casino Files for Bankruptcy Again
QUALITY DISTRIBUTION: Units to Redeem $22.5-Mil. Senior Notes
QUANTUM FOODS: Live Webcast Asset Auction Scheduled for June 24-26
ROBINSON ELEVATOR: Case Summary & 20 Largest Unsecured Creditors

ROOFING SUPPLY: Moody's Affirms 'B3' CFR; Outlook Revises to Neg.
RYNARD PROPERTIES: Management Agreement With LEDIC Okayed
SEARS METHODIST: Has Interim Authority to Tap $600,000 DIP Loans
SEARS METHODIST: Units Have Interim OK to Use Cash Collateral
SEARS METHODIST: Has Until July 8 to File Schedules, Statements

SEQUENOM INC: Inks Services Agreement with Quest Diagnostics
SERVICEMASTER CO: S&P Retains 'B-' CCR on CreditWatch Positive
SOLENIS INTERNATIONAL: S&P Assigns 'B' CCR; Outlook Stable
SOLENIS INTERNATIONAL: Moody's Assigns B3 Corporate Family Rating
SONOMAX TECH: Regulator Grants Management Cease-Trade Order

SPRINGLEAF HOLDINGS: Moody's Affirms 'B3' Corp. Family Rating
STACY'S INC: Court Converts Case to Chapter 7 Liquidation
STARR PASS: Ch. 11 Case Reassigned to Judge Hollowell
T-L CHEROKEE: Cole Taylor Bank Files Competing Liquidation Plan
TLC HEALTH: Can Access Cash Collateral Until July 16

TLC HEALTH: July 15 Auction of All Assets
US CAPITAL: Mapuche Sues 321 North Lender Over Onerous Debt Scheme
US ECOLOGY: S&P Assigns 'BB' Corp. Credit Rating; Outlook Stable
VERITY CORP: Ronald Kaufman Appointed as President
VERMONT SITEWORKS: Case Summary & 20 Largest Unsecured Creditors

VERSO PAPER: Achieves Early Compliance with NYSE Listing Standard
VISUALANT INC: Unit Renews $1MM Credit Facility with BFI Business
WAVE SYSTEMS: To Complete $9.9 Million Stock Offering
WAVEDIVISION HOLDINGS: Add-on Notes No Impact on Moody's B2 CFR
WAVEDIVISION HOLDINGS: S&P Revises Outlook & Affirms 'B+' CCR

WEST CORP: Plans to Offer $1 Billion Senior Notes
WEST CORP: S&P Affirms 'BB-' CCR; Outlook Stable
WEST CORP: Completes Health Advocate Acquisition
YORK, PA: S&P Lowers Sewer Debt Rating to 'BB+'; Outlook Stable
YMCA OF MILWAUKEE: Employs Ernst & Young as Financial Advisors

YMCA OF MILWAUKEE: Taps Reputation Partners as PR Advisors
YMCA OF MILWAUKEE: Proposes Aug. 8 Claims Bar Date
YSC INC: Court Allows Sale of Federal Inn to Richard Song
YSC INC: Asks Court Impose Stay for Whidbey Island Bank

* BofA Sways Judge to Reconsider SEC Mortgage Lawsuit

* Bank Regulators Finalize Stricter Tax Refund Guidance
* Fitch: US Bank TruPS CDOs Combined Default Still Stable in May
* House Approves Permanent Small-Business Tax Break

* Japan Ruling Party to Hold Off Regulating Bitcoin
* Battle Between Argentina and Hedge Funds Continues in New York

* BOOK REVIEW: Competition, Regulation, and Rationing
               in Health Care


                             *********

ADVANCED MICRO DEVICES: Issues $500 Million Senior Notes Due 2024
-----------------------------------------------------------------
Advanced Micro Devices, Inc., issued $500,000,000 aggregate
principal amount of 7.00% Senior Notes due 2024.  Interest is
payable on January 1 and July 1 of each year beginning Jan. 1,
2015, until the maturity date of July 1, 2024.  The Company's
obligations under the Notes are not guaranteed by any third party.

A copy of the Indenture, including the form of the Notes, is
available for free at http://is.gd/F4IPTJ

In connection with the issuance and sale of the Notes, the Company
also entered into a registration rights agreement, dated June 16,
2014, with J.P. Morgan Securities LLC, as representative of the
initial purchasers of the Notes.  Pursuant to the Registration
Rights Agreement, the Company will file an exchange offer
registration statement with the Securities and Exchange Commission
with respect to an offer to exchange the Notes for notes having
identical terms in all material respects to the Notes and which
will evidence the same continuing indebtedness of the Company.
The Company will use its commercially reasonable efforts to cause
the exchange offer registration statement to be declared effective
by the SEC under the Securities Act of 1933, as amended, and to
consummate the exchange offer by no later than June 16, 2015.

                     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.


ADAMIS PHARMACEUTICALS: Eses Holdings Reports 16.4% Stake
---------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Eses Holdings (FZE) and Ahmed Shayan Fazlur
Rahman disclosed that as of June 9, 2014, they beneficially owned
1,715,388 shares of common stock of Adamis Pharmaceuticals
Corporation representing 16.4 percent of the shares outstanding.
The reporting persons previously owned 1,741,973 shares at
Dec. 18, 2013.  A full-text copy of the regulatory filing is
available for free at http://is.gd/uGvXdf

                            About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.

The Company's independent registered public accounting firm has
included a "going concern" explanatory paragraph in its report on
the Company's financial statements for the years ended March 31,
2013, and 2012, indicating that the Company has incurred recurring
losses from operations and has limited working capital to pursue
its business alternatives, and that these factors raise
substantial doubt about the Company's ability to continue as a
going concern.

                         Bankruptcy Warning

"Our management intends to address any shortfall of working
capital by attempting to secure additional funding through equity
or debt financings, sales or out-licensing of intellectual
property assets, seeking partnerships with other pharmaceutical
companies or third parties to co-develop and fund research and
development efforts, or similar transactions.  However, there can
be no assurance that we will be able to obtain any sources of
funding.  If we are unsuccessful in securing funding from any of
these sources, we will defer, reduce or eliminate certain planned
expenditures.  There is no assurance that any of the above options
will be implemented on a timely basis or that we will be able to
obtain additional financing on acceptable terms, if at all.  If
adequate funds are not available on acceptable terms, we could be
required to delay development or commercialization of some or all
of our products, to license to third parties the rights to
commercialize certain products that we would otherwise seek to
develop or commercialize internally, or to reduce resources
devoted to product development.  In addition, one or more
licensors of patents and intellectual property rights that we have
in-licensed could seek to terminate our license agreements, if our
lack of funding made us unable to comply with the provisions of
those agreements.  If we did not have sufficient funds to continue
operations, we could be required to seek bankruptcy protection or
other alternatives that could result in our stockholders losing
some or all of their investment in us.  Any failure to dispel any
continuing doubts about our ability to continue as a going concern
could adversely affect our ability to enter into collaborative
relationships with business partners, make it more difficult to
obtain required financing on favorable terms or at all, negatively
affect the market price of our common stock and could otherwise
have a material adverse effect on our business, financial
condition and results of operations," the Company said in its
quarterly report for the period ended Dec. 31, 2013.


ADVANTAGE SALES: Moody's Says Apax Deal No Impact on 'B2' CFR
-------------------------------------------------------------
Moody's Investors Service said that Advantage Sales and Marketing
Inc.'s ("ASM") ratings, including its B2 Corporate Family Rating,
are not immediately impacted by the company's announcement that
funds advised by Apax Partners have agreed to sell their majority
ownership stake in the company. However, if the transaction were
funded primarily with debt, it would be credit negative for ASM.

Advantage Sales & Marketing Inc. is a national sales and marketing
agency in the US, providing outsourced sales, marketing and
merchandising services to manufacturers, suppliers and producers
of consumer packaged goods.


ALLEN SYSTEMS: Moody's Cuts Probability of Default Rating to D-PD
-----------------------------------------------------------------
Moody's Investors Service downgraded Allen Systems Group, Inc.'s
("ASG") Probability of Default Rating to D-PD from Ca-PD/LD. The
downgrade was prompted by the company's failure to pay the semi-
annual interest payment under its 10.5% second lien senior secured
notes (originally due May 15th, 2014), after the expiry of the
applicable 30 day grace period under the notes indenture.

Ratings downgraded:

Allen Systems Group, Inc.

Corporate Family Rating to Ca from Caa3;

Probability of Default Rating to D-PD from Ca-PD/LD ;

$300 million second lien senior secured notes due 2016 to C (LGD5,
73%) from Ca (LGD4, 65%).

The ratings outlook is stable.

Ratings Rationale

The downgrade of the PDR reflects the company's failure to pay the
semi-annual interest payment under the 10.5% second lien senior
secured notes, after expiry of the applicable 30 day grace period
under the senior notes indenture, which Moody's classifies as a
default event. As a result of the non-payment of interest (after
expiry of the grace period), ASG incurred an event of default
under the notes indenture. Upon notice from the notes trustee, the
notes obligations will be accelerated, subject to a 180 day
standstill period under the inter-creditor agreement, signed
between the first lien lenders and notes holders.

ASG is currently operating under a forbearance agreement with its
first lien lenders until September 30, 2014 (which can be extended
through November 30, 2014 in certain circumstances). The company
is in the process of exploring potential strategic alternatives,
which could include a potential sale or balance sheet
restructuring.

Headquartered in Naples, Florida, ASG is a privately-held provider
of enterprise IT software solutions. The company reported revenues
of approximately $271 million in the trailing twelve months ended
on March 31, 2014.

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


ALLSTATE CORP: Fitch Assigns 'BB+' Preferred Stock Rating
---------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Allstate's issuance
of preferred stock.  At the same time, Fitch affirmed the 'A-'
Issuer Default Rating (IDR) of The Allstate Corporation (Allstate)
as well as the 'A+' Insurer Financial Strength (IFS) ratings of
Allstate Insurance Co. and its property/casualty subsidiaries, and
the 'A-' IFS ratings of Allstate Life Insurance Co. and the other
life subsidiaries (Allstate Financial).  The Rating Outlook is
Stable.

Key Rating Drivers

Allstate issued $250 million of 6.25% fixed-rate perpetual non-
cumulative preferred stock and proceeds from the issuance will go
toward general corporate purposes.  Based on its rating criteria,
Fitch has assigned 100% equity credit to the preferred stock and
has added an additional notch to the rating to reflect more
aggressive loss absorption features.

Similar to previously issued preferred stock, the security has no
stated maturity, dividends are non-cumulative, and the company has
the option to defer them at its discretion.  In addition, the
security has a mandatory deferral feature that requires deferral
if certain capital ratios or operating results are breached.
Fitch believes the mandatory deferral could be triggered before
there is significant stress noted in the organization.  Therefore,
it deems the features as having more aggressive loss absorption.

After the $250 million preferred stock issuance and maturity of
$300 million in senior notes, pro forma financial leverage ratio
as of March 31, 2014 was 22%.  Financial leverage remained
appropriate for the current rating category relative to Fitch's
median guideline of 28%.  This ratio reflects the equity credit
assigned to the new and existing preferred stock as well as
excluding unrealized investment gains on fixed income securities
from shareholders' equity.

Earnings before interest expense and taxes covered interest
expense and preferred dividends by 8.8x during the first quarter
of 2014 (1Q'14).  This level of fixed charge coverage is
consistent with Fitch's median guideline of 7x for the current
rating category.  Fixed charge coverage has been relatively
steady, reporting a ratio of 8.3x for the full year 2013.

Underwriting results for Allstate's property/liability business
deteriorated modestly but remained solid with a GAAP combined
ratio of 94.7% for 1Q'14 relative to 92.0% for the full year 2013.
Catastrophe losses accounted for 6.3 percentage points on 1Q'14
combined ratio compared to 4.5 points on 2013's ratio.  Fitch
believes this ratio may deteriorate somewhat in the second quarter
as Allstate announced April catastrophe losses of $280 million
from six events plus some adverse reserve development on prior-
period catastrophe losses.

Personal auto accounts for two-thirds of property/liability
written premiums and reported a combined ratio of 96.1% for the
first three months of 2014, which was relatively steady from 95.7%
in the comparable period of 2013.

Nearly one-quarter of Allstate's property/liability written
premium comes from the homeowners line of business.  Underwriting
results for the homeowners line continue to be positive, reporting
a combined ratio of 88.4% for the first three months of 2014.
Catastrophe losses through the first quarter were responsible for
modest deterioration in the homeowners combined ratio from 85.6%
in the comparable period in 2013.

Combined statutory surplus at Allstate's P/C operations was $18
billion at year-end 2013.  Surplus continues to grow at a modest
pace, but remains below pre-financial crisis levels of $19.1
billion reported at year-end 2006.  Stated net leverage was 3.1x
at year-end 2013 and approximately 3.6x excluding life company
capital.

Allstate Financial reported a net income of $162 million for the
first three months of 2014, up modestly from $146 million for the
comparable period in 2013.  Allstate Financial's annualized pre-
tax operating return on assets was 0.8% for 1Q'14.  Risky assets
ratio remains elevated at 178% of total adjusted capital at year-
end 2013.

The rating on Allstate's life operations reflects Fitch's
assessment of its limited strategic importance within the Allstate
enterprise and view that the 'standalone' IFS rating is in the
'BBB' category.  Ratings of the life operations continue to
benefit from the Capital Support Agreement from Allstate Insurance
Co. and its access to the holding company credit facility.  The
life operations focus on traditional underwritten products and de-
emphasize spread-based products, which improves its risk profile.
Increased earnings at Allstate Financial could eventually improve
its strategic importance within the Allstate enterprise, but Fitch
believes it will take time for a significant increase in earnings
to occur.

Fitch's rating rationale anticipates a continuation of Allstate's
practice of maintaining liquid assets at the holding company level
to fund at least one year of interest expense, preferred and
common dividends, as well as upcoming debt maturities.  Allstate
has $3.3 billion in holding company assets at March 31, 2014 that
could be liquidated within three months, relative to forecasted
annual interest expense, preferred and common dividends of
approximately $890 million, and remaining 2014 debt maturities of
$650 million.

RATING SENSITIVITIES

Key rating triggers for Allstate that could lead to an upgrade
include:

   -- Sustainable capital position measured by net leverage
      excluding life company capital below 3.8x and a score
      approaching 'Very Strong' on Fitch's proprietary capital
      model, Prism;

   -- Reduced volatility in earnings from catastrophe losses and
      better operating results consistent with companies in the
      'AA' rating category;

   -- Standalone ratings for Allstate's life subsidiaries could
      rise if their consolidated statutory Risky Assets/TAC ratio
      approaches 100% and they are able to sustain a GAAP-based
      Return on Assets ratio over 80 basis points.

Key rating triggers for Allstate that could lead to a downgrade
include:

   -- A prolonged decline in underwriting profitability that is
      inconsistent with industry averages or is driven by an
      effort to grow market share during soft pricing conditions;

   -- Substantial adverse reserve development that is inconsistent
      with industry trends;

   -- Significant deterioration in capital strength as measured by
      Fitch's capital model, NAIC risk-based capital and statutory
      net leverage.  Specifically, if net leverage excluding life
      company capital approached 4.8x it would place downward
      pressure on ratings;

   -- Significant increases in financial leverage ratio to greater
      than 30%;

   -- Unexpected and adverse surrender activity on liabilities in
      the life insurance operations;

   -- Liquid assets at the holding company reaching less than one
      year's interest expense and common dividends.

Fitch has assigned the following ratings:

   -- 6.25% preferred stock 'BB+'.

Fitch affirms the following ratings for Allstate and subsidiaries:

The Allstate Corporation

   -- Long-term IDR at 'A-'.

The following junior subordinated debt at 'BBB-':

   -- 6.125% $259 million debenture due May 15, 2067;
   -- 5.10% $500 million subordinated debenture due Jan. 15, 2053;
   -- 5.75% $800 million subordinated debenture due Aug. 15, 2053;
   -- 6.5% $500 million debenture due May 15, 2067.

The following senior unsecured debt at 'BBB+':

   -- 5% $650 million note due Aug. 15, 2014;
   -- 6.75% $176 million debenture due May 15, 2018;
   -- 7.45% $317 million debenture due May 16, 2019;
   -- 3.15% $500 million debenture due June 15, 2023;
   -- 6.125% $159 million note due Dec. 15, 2032;
   -- 5.35% $323 million note due June 1, 2033;
   -- 5.55% $546 million note due May 9, 2035;
   -- 5.95% $386 million note due April 1, 2036;
   -- 6.9% $165 million debenture due May 15, 2038;
   -- 5.2% $62 million note due Jan. 15, 2042
   -- 4.5% $500 million note due June 15, 2043.

Fitch also affirms the following:

   -- Preferred stock at 'BB+'
   -- Commercial paper at 'F1';
   -- Short-term IDR at 'F1'.

Allstate Life Global Funding Trusts Program

   -- The following medium-term notes at 'A-'.
   -- $85 million note due Nov. 25, 2016.

Fitch also affirms the following:

Allstate Insurance Company
Allstate County Mutual Insurance Co.
Allstate Indemnity Co.
Allstate Property & Casualty Insurance Co.
Allstate Texas Lloyd's
Allstate Vehicle and Property Insurance Co.
Encompass Home and Auto Insurance Co.
Encompass Independent Insurance Co.
Encompass Insurance Company of America
Encompass Insurance Company of Massachusetts
Encompass Property and Casualty Co.
   -- IFS at 'A+'.

Allstate Life Insurance Co.
Allstate Life Insurance Co. of NY
American Heritage Life Insurance Co.
   -- IFS at 'A-'.


AMERICAN AIRLINES: AFA Balks at Placement of New Embraer Jets
-------------------------------------------------------------
Envoy Air Flight Attendants, represented by the Association of
Flight Attendants-CWA (AFA), issued the following statement after
American Airlines management announced the placement of 20 new
Embraer 175 regional jets with an industry competitor:

"The hard working professionals across our company have made the
American Eagle brand the gold standard within our industry for
over 25 years.  We were promised a fresh start after bankruptcy,
with a new look, new energy and, most of all, new airplanes.
American Eagle (now Envoy) employees, whether represented by
unions or not, selflessly gave the concessions demanded by
management in order to secure these new airplanes and bring our
company into a new era of prosperity after emerging from a very
dark period in our history.

"What thanks have we received? Apparently NONE.  The equipment is
being sent to another company which had no connection to the
financial restructuring in which we engaged to insure that our
company would achieve the profitability it now enjoys -- the same
profitability which allows it to obtain this new aircraft.  For
both American Airlines and Envoy Air management to now turn their
backs on our award-winning employees by providing no comment as to
the future of our airline is unconscionable.

"The demoralizing effect of these misguided decisions continues to
weigh heavily on our operation, while long term damage from the
loss of in-house profits, loss of qualified pilots, and continued
contraction of our aging fleet is quickly approaching critical
mass.

"AFA calls upon management to do something very simple, something
very American: Make it right.  Honor your commitments.  Take the
high road.  Give your 16,000 employees the tools required to
return our company to the best-in-class leader we always have
been.  Now is the time to set Envoy Air on the correct course."

           About The Association of Flight Attendants

The Association of Flight Attendants -- http://www.afacwa.org--
is the world's largest Flight Attendant union.  Focused 100
percent on Flight Attendant issues, AFA has been the leader in
advancing the Flight Attendant profession for 68 years.  Serving
as the voice for Flight Attendants in the workplace, in the
aviation industry, in the media and on Capitol Hill, AFA has
transformed the Flight Attendant profession by raising wages,
benefits and working conditions.  Nearly 60,000 Flight Attendants
come together to form AFA, part of the 700,000-member strong
Communications Workers of America (CWA), AFL-CIO.

                     About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN APPAREL: Management Changes May Trigger Event of Default
-----------------------------------------------------------------
The Board of Directors of American Apparel, Inc. on June 18 voted
to replace Dov Charney as Chairman and notified him of its intent
to terminate his employment as President and CEO for cause.  It is
expected that the termination will be effective following a 30-day
cure period required under the terms of Mr. Charney's employment
agreement.

The Board suspended Mr. Charney from his positions as President
and CEO, effective immediately, pending the expiration of the cure
period.  At the same time, the Board appointed John Luttrell as
Interim Chief Executive Officer.  Mr. Luttrell, who has been with
American Apparel since February 2011 and currently serves as
Executive Vice President and Chief Financial Officer, will
continue in those positions as well.  Prior to joining American
Apparel, Mr. Luttrell served as Executive Vice President and Chief
Financial Officer of Old Navy, The Wet Seal and Cost Plus.

Also effective immediately, the Board appointed Allan Mayer and
David Danziger as Co-Chairmen to replace Mr. Charney as Chairman
of the Board.  In accordance with the terms of his employment
agreement, the Board intends to request Mr. Charney's resignation
as a member of the Board concurrently with the effective time of
his termination.

Mr. Mayer, who has been a member of the Board since the company
went public in 2007 and has served as its lead independent
director for the past three years, said the Board's decision to
replace Mr. Charney grew out of an ongoing investigation into
alleged misconduct.

"We take no joy in this, but the Board felt it was the right thing
to do," Mr. Mayer said.  "Dov Charney created American Apparel,
but the Company has grown much larger than any one individual and
we are confident that its greatest days are still ahead."

"The Board is working with a search firm to identify candidates
for the job of permanent CEO and, based on our initial discussions
with the search firm, we expect the list of possible successors
will be impressive," said Mr. Danziger, who has chaired the
Board's Audit Committee since 2011.

"We have one of the best known and most relevant brands in the
world, with employees who are second to none; I believe we have a
very exciting future," said Mr. Luttrell.  "Our core business --
designing, manufacturing, and selling American-made branded
apparel -- is strong and continues to demonstrate great potential
for growth, both in the U.S. and abroad.  This new chapter in the
American Apparel story will be the most exciting one yet."

Mr. Luttrell said American Apparel would remain committed to its
sweatshop-free, Made in USA manufacturing philosophy.

As a result of the management changes, the Company may have been
deemed to have triggered an event of default under its credit
agreements and will be in discussions with its lenders for a
waiver of the default.  Additional details are provided in the
Company's Form 8-K filing with the Securities and Exchange
Commission, dated June 18, 2014.

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

American Apparel reported a net loss of $106.29 million on $633.94
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $37.27 million on $617.31 million of net sales
for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $333.75 million in total
assets, $411.15 million in total liabilities and a $77.40 million
total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 26, 2014,
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' on Los Angeles-based American Apparel
Inc.  The outlook is developing.

The Troubled Company Reporter, on Nov. 21, 2013, reported that
American Apparel Inc. had its corporate family rating cut one
level to Caa2 by Moody's Investors Service.  The clothing
retailer's probability of default was also lowered one level and
the outlook is negative.


AMERICAN MEDIA: Avenue Stockholders' Director Designee Resigns
--------------------------------------------------------------
American Media, Inc., received a written letter of resignation on
June 12, 2014, from Andrew Russell stating that he resigned,
effective immediately, from his position on the Board of Directors
of the Company.  The Company said Mr. Russell resigned from the
Board to pursue other business opportunities and not as a result
of any dispute or disagreement with the Company.

Pursuant to the Company's Stockholders Agreement, dated as of
Dec. 22, 2010, the Avenue Stockholders (as defined in the
Stockholders Agreement) have the right to designate four directors
on the Board.  Mr. Russell had been previously designated by the
Avenue Stockholders.  On June 12, 2014, pursuant to designation by
the Avenue Stockholders under the Stockholders Agreement, the
Board of the Company appointed Randal Klein to the Board in order
to fill the vacancy created by the resignation of Mr. Russell.
Mr. Klein has not been appointed to any committees of the Board.

Due to Mr. Russell's resignation from the Board, the Compensation
Committee is now comprised of Michael Elkins (Chairman), Gavin
Baiera, Charles Koones, and and David Pecker.

                        About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan.  The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

American Media incurred a net loss of $55.54 million on $348.52
million of total operating revenues for the fiscal year ended
March 31, 2013, as compared with net income of $22.29 million on
$386.61 million of total operating revenues for the fiscal year
ended March 31, 2012.

As of Dec. 31, 2013, the Company had $565.84 million in total
assets, $692.81 million in total liabilities, $3 million in
redeemable noncontrolling interest, and a $129.97 million total
stockholders' deficit.

                           *     *     *

As reported by the TCR on Nov. 20, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Boca Raton, Fla.-
based American Media Inc. to 'CCC+' from 'SD'.

"The upgrade follows the company's exchange of $94.3 million of
its $104.9 million 13.5% second-lien cash-pay notes due 2018 for
privately held $94.3 million 10% second-lien notes due 2018," said
Standard & Poor's credit analyst Hal Diamond.


AMERICAN TIRE: Moody's Says IPO Filing No Impact on B2 Rating
-------------------------------------------------------------
Moody's Investors Service said that American Tire Distributors,
Inc.'s ("ATD", B2 stable) planned Initial Public Offering is a
potential credit positive because if completed, it will result in
lower debt levels, but the ratings and outlook remain.


AOXING PHARMA: NYSE MKT Extends Listing Compliance Deadline
-----------------------------------------------------------
Aoxing Pharmaceutical Company, Inc. on June 16 disclosed that it
had received notice from NYSE MKT LLC that, based upon the
financial statements contained in Aoxing Pharma's Annual Report on
Form 10-K for the year ended June 30, 2013 and its Quarterly
Reports on Form 10-Q for the periods ended September 30, 2013 and
December 31, 2013, Aoxing Pharma is not in compliance with the
following sections of the NYSE MKT Company Guide:

        --  Section 1003(a)(i) since it reported stockholders'
equity of less than $2,000,000 at December 31, 2013 and has
incurred losses from continuing operations and/or net losses in
two of its three most recent fiscal years ended June 30, 2013;

        --  Section 1003(a)(ii) since it reported stockholders'
equity of less than $4,000,000 at September 30, 2013 and has
incurred losses from continuing operations and/or net losses in
three of its four most recent fiscal years ended June 30, 2013;

        --  Section 1003(a)(iii) since it reported stockholders'
equity of less than $6,000,000 at June 30, 2013 and has incurred
losses from continuing operations and/or net losses in its five
most recent fiscal years then ended; and

        --  Section 1003(a)(iv) since it has sustained losses that
are so substantial in relation to its overall operations or its
existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the NYSE MKT, as to whether the Company will be able to continue
operations and/or meet its obligations as they mature.

The Company was afforded the opportunity to submit plans of
compliance to the Exchange.  Based on the plans of compliance
submitted by the Company, the Exchange granted the Company an
extension until April 27, 2015 to regain compliance with Sections
1003(a)(i), 1003(a)(ii) and 1003(a)(iii).  The Exchange also
granted the Company an extension until May 30, 2014 to regain
compliance with Section 1003(a)(iv).

On June 10, 2014, the Exchange notified the Company that the
period during which it will be permitted to regain compliance with
Section 1003(a)(iv) has been extended to June 30, 2014.  The
Company will be subject to periodic review by the Exchange Staff
during the extension periods.  Failure to make progress consistent
with the plans or to regain compliance with the listing standards
by the ends of the extension periods could result in the Company
being delisted from the NYSE MKT LLC.

            About Aoxing Pharmaceutical Company, Inc.

Aoxing Pharmaceutical Company, Inc. -- http://www.aoxingpharma.com
-- is a US incorporated specialty pharmaceutical company with its
operations in China, specializing in research, development,
manufacturing and distribution of a variety of narcotics and pain-
management products.  Headquartered in Shijiazhuang City, outside
Beijing, Aoxing Pharma has the largest and most advanced
manufacturing facility in China for highly regulated narcotic
medicines.  Its facility is one of the few GMP facilities licensed
for the manufacture of narcotic medicines by the China State Food
and Drug Administration (SFDA).  Aoxing Pharma has a joint venture
collaboration with Johnson Matthey Plc to produce and market
narcotics and neurological drugs in China.


ARAMID ENTERTAINMENT: Section 341(a) Meeting Set on July 11
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Aramid
Entertainment Fund Limited will be held on July 11, 2014, at
3:00 p.m. at 80 Broad St., 4th Floor, USTM.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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

                    About Aramid Entertainment

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

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

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

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

AEF estimated at least $100 million in assets and between
$10 million to $50 million in liabililities.


ARMTEC HOLDINGS: S&P Lowers CCR to 'CCC+' on Liquidity Concerns
---------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its long-term
corporate credit rating on Concord, Ont.-based Armtec Holdings
Ltd. to 'CCC+' from 'B-'.  The outlook is negative.

Standard & Poor's also lowered its issue-level rating on Armtec's
senior unsecured notes to 'CCC-' from 'CCC'.  The '6' recovery
rating on the notes is unchanged, indicating S&P's expectation of
negligible (0%-10%) recovery in the event of default.

"We base the downgrade on our expectation that Armtec's credit
metrics and earnings will be weaker than previously forecast
through 2014 and liquidity will be further strained," said
Standard & Poor's credit analyst Rahul Arora.  "We expect the
company to rely on external financing to fund its working-capital
and capex requirements," Mr. Arora added.

The ratings on Armtec reflect what Standard & Poor's views as the
company's "weak" business risk profile and "highly leveraged"
financial risk profile.  S&P's assessment of Armtec's business
risk profile is based on the company's role as a provider of
products for the construction industry.  As a result, Armtec is
subject to the cyclical nature of construction, which is demand-
sensitive to the economy, as well as to interest rates, raw
material costs, and energy prices.  Furthermore, barriers to entry
in the drainage solutions industry are low, and Armtec has
recently experienced increasing competition in this area. The
company's operating margins and overall profitability are
vulnerable to a number of factors that can have a negative effect
on cash flow, including Armtec's inability to fully pass on raw
material cost increases to its customers, and customer-caused
project delays.

Offsetting some of these weaknesses is the fact that Armtec has
both some end-market diversity by serving the infrastructure,
residential, commercial, and agricultural sectors, as well as
geographic diversity, because it operates throughout the whole of
Canada.  S&P also believes some of Armtec's cyclicality in
earnings is mitigated by its exposure to the public infrastructure
market (which accounts for about half of annual revenues) that
historically has seen less variability in demand than the
commercial and residential sectors.

The negative outlook on Armtec reflects Standard & Poor's
expectation of negative pressure on the company's liquidity
through 2014 stemming from working capital requirements.  S&P
expects EBITDA interest coverage to be about 1.3x, which it
believes leaves limited possibility of debt repayment and
dependence on external financing.

S&P could downgrade Armtec should the company's EBITDA interest
coverage fall below 1x, resulting in negative discretionary cash
flows or if liquidity declines to "weak."

S&P could upgrade the company if Armtec's earnings improve,
resulting in interest coverage at or above 1.5x, which S&P
believes is where the company is free cash neutral and liquidity
improves commensurate with its assessment of "adequate."


AXION INTERNATIONAL: Borrows $1.5 Million from MLTM, et al.
-----------------------------------------------------------
MLTM Lending, LLC, and Samuel Rose each loaned Axion International
Holdings, Inc., an aggregate principal amount of $1,000,000 and on
June 13, 2014, Allen Kronstadt loaned the Company a principal
amount of $500,000.  In consideration of those loans, the Company
issued its convertible promissory notes to MLTM, Kronstadt and
Rose, each of which, in the event the shares of the Company's
common stock, no par value, are listed on a U.S. based stock
exchange, will automatically convert into Common Stock in
accordance with the calculations provided therein.

The Convertible Notes, including all outstanding principal and
accrued and unpaid interest, are due and payable on the earlier of
five years from their issuance date or upon the occurrence of an
Event of Default.  The Company may prepay the Convertible Notes,
in whole or in part, upon the consent of the holders thereof.
Interest accrues on the Convertible Notes at a rate of 8 percent
per annum, payable in arrears on the date the Convertible Notes
are repaid or prepaid in full.

                       About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

AXION International reported a net loss of $24.19 million on $6.63
million of revenue in 2013, compared to a net loss of $5.43
million on $5.34 million of revenue in 2012.  As of March 31,
2014, the Companyhad $16.53 million in total assets, $34.37
million in total liabilities, $6.94 million in 10% convertible
preferred stock and a $24.78 million total stockholders' deficit.

Following the 2013 results, BDO USA, LLP, expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has suffered recurring losses from
operations and has working capital and net capital deficiencies.
BDO USA, LLP also issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.


AV HOMES: Moody's Assigns 1st Time 'B3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a first-time B3 corporate
family rating and B3-PD probability of default rating to AV Homes,
Inc.. In a related action, Moody's also assigned a Caa1 rating to
the company's proposed $200 million of senior unsecured notes due
2021. Proceeds of the new notes will be used for opportunistic
land acquisitions and strategic repositioning of existing active
adult and primary residential communities. In addition, Moody's
assigned a speculative grade liquidity rating of SGL-3. The rating
outlook is stable.

The following ratings were assigned:

  B3 Corporate Family Rating;

  B3-PD Probability of Default rating;

  Caa1 (LGD 4) rating on the proposed $200 million of senior
  unsecured notes due 2021;

  SGL-3 Speculative Grade Liquidity Rating.

Ratings Rationale

AV Homes' B3 corporate family rating reflects the company's small
size and presence in few markets within the US as well as its
limited track record in its current configuration. The company's
operating performance in recent years has been very weak, largely
attributable to a burdensome cost structure and exacerbated by
weak home sales. In addition, Moody's regard AV Homes' liquidity
profile as only adequate, hampered by Moody's expectations for a
thin cash position, negative free cash flow generation for the
next 12 to 18 months, and potential difficulty with satisfying
certain financial covenants.

Counterbalancing these risk factors are AV Homes' moderate pro
forma adjusted debt leverage out of the box (approximately 50%),
as well as Moody's current positive outlook on the US homebuilding
industry. Moody's also view TPG's sizeable equity investment in
the company in 2013 and the recent addition of a CEO with a strong
homebuilding pedigree as credit positives.

The Caa1 rating assigned to AV Homes' proposed $200 million senior
unsecured notes is one notch below the corporate family rating as
a result of the notes' junior position in the capital structure.
Above it resides the $65 million senior secured revolver, which
benefits from a first-priority interest in substantially all of
the company's assets, including land.

AV Homes' SGL-3 speculative grade liquidity rating reflects the
company's adequate liquidity profile. The company has pro forma
cash on hand of $252 million, but expects to deploy proceeds of
the proposed note issuance into already identified repositioning
initiatives and opportunistic land purchases, maintaining minimal
cash going forward. Moody's also project free cash flow remaining
negative for at least the next 12 to 18 months, which could lead
to reliance on the revolving credit facility for seasonal needs or
for satisfying minimum liquidity requirements. The revolver has
financial covenants, including a 60% maximum net debt-to-
capitalization ratio, a minimum tangible net worth test that
fluctuates with operating performance, a 1.5x minimum interest
coverage ratio, and a minimum liquidity test based on debt service
requirements. Moody's expect that the company will maintain
sufficient headroom under its leverage and net worth covenants.
However, Moody's expect interest coverage to remain below the
required threshold for the next 12 months, requiring the company
to hold one year's worth of interest payments in a restricted
account until it is in compliance with the covenant.

The stable rating outlook is based on Moody's expectations of an
improving financial performance, driven primarily by top line
growth, moderate debt leverage, and adequate liquidity.

Positive rating actions are unlikely over the near term, as AV
Homes' operating performance has historically been weak and the
company will rely heavily on growth in revenues to drive
profitability over the near term. AV Homes also has a limited
track record in its current configuration and will have to
demonstrate sustained improvement and an ability to meet all of
its financial covenants.

A downgrade could occur if the company's liquidity profile
deteriorates or if adjusted debt leverage rises above 60%, EBIT
interest coverage remains below 1.0x, and/or GAAP gross margins
decline to below 10%.

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

AV Homes, Inc., headquartered in Scottsdale, AZ, is a public
homebuilder that designs, builds and sells homes in Arizona,
Florida and North Carolina, and also engages in community
development and land sales. AV Homes focuses on the development
and sale of homes to first-time and move-up buyers in active adult
communities and primary residential communities. In June 2013, AV
Homes completed a $135 million equity raise with TPG Capital,
which currently has a 42% ownership interest in the company.
During the 12 months ended March 31, 2014, AV Homes generated
total revenues and a net loss of approximately $162 million and $7
million, respectively.


AV HOMES: S&P Assigns 'B-' CCR & Rates Senior Notes 'B-'
--------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B-' corporate
credit rating to AV Homes Inc. (AV).  The outlook is stable.  S&P
also assigned a 'B-' issue rating and '3' recovery rating to the
company's proposed $200 million of senior unsecured notes.  The
'3' recovery rating indicates expectations of meaningful (50% to
70%) recovery in a payment default.

"The ratings on AV reflect the builder's 'vulnerable' business
risk profile characterized by a small, geographically concentrated
operating platform and lack of sustained profitability to date,"
said Standard & Poor's credit analyst Matthew Lynam.  "We view the
financial risk profile as 'highly leveraged,' given projected cash
flow-based credit metrics that will remain very weak over the next
two years," Mr. Lynam said.

AV (formerly Avatar Holdings Inc.) is engaged in the business of
homebuilding, community development, and land sales in Florida and
Arizona, and more recently expanded into North Carolina.  The
business focuses on the acquisition and development of large
master planned communities serving active adult buyers and primary
residential communities serving first-time and move-up buyers.
Additionally, the company has a portfolio of legacy land holdings
comprised of roughly 7,500 acres that it will sell in favorable
market conditions.

The stable outlook reflects S&P's expectation that the company
controls sufficient land and liquidity to expand its homebuilding
platform and generate meaningful EBITDA growth over the next two
years following recent investment and capital markets activity.
S&P projects debt to EBITDA to improve, but remain greater than 5x
and interest coverage to be near 1.5x by the end of 2015.  S&P
also expects AV to prudently pursue land investments and maintain
adequate liquidity.

S&P could lower the rating if liquidity becomes constrained,
covenant headroom tightens, or EBITDA growth fails to meaningfully
cover interest obligations by 2015.

S&P considers an upgrade unlikely at this time.  Longer term, S&P
would consider raising the rating if AV can successfully expand
its community count and generate enough operating leverage in
order to reduce debt to EBITDA below 5x while maintaining adequate
liquidity.


BANYON 1030-32: Lied To Get Coverage, Insurers Say
--------------------------------------------------
Law360 reported that a host of insurers led by Ironshore Indemnity
Inc. asked a Florida federal judge to void around $70 million of
policies it issued to a bankrupt hedge fund that fed into Scott
Rothstein's notorious Ponzi scheme, claiming the policies were
obtained through deception.

According to the report, in a motion for summary judgment in the
coverage dispute, the insurers said Banyon Income Fund LP and
related entities lied about their internal controls and did
"virtually aspect of their business" to get coverage, adding that
the insurers never would have issued the excess policies had they
known the truth.

The case is Ironshore Indemnity Inc. et al. v. Banyon 1030-32 LLC
et al., case number 0:12-cv-61678, in the U.S. District Court for
the Southern District of Florida.

                     About Banyon 1030-32 LLC

Banyon 1030-32, LLC, which was the largest lender to Scott
Rothstein's $1.2 billion Ponzi scheme, sought bankruptcy (Bankr.
S.D. Fla. Case No. 10-33691) in November 2011.  Robert Furr was
named Chapter 7 trustee.

Banyon was formed in 2007 by George and Gayla Sue Levin for the
purpose of investing in Rothstein's confidential settlement scheme
and sunk more than $971 million into the scam before it collapsed
in October 2009.

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

Mr. Rothstein pled guilty to the scheme in January 2010 and was
sentenced to 50 years in prison.

In September 2011, Banyon paid at least $10 million to exit a suit
brought by RRA's bankruptcy trustee, who had originally sought
$830 million from the company.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the Court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.


BOART LONGYEAR: Moody's Lowers Corporate Family Rating to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service downgraded Boart Longyear Limited's
corporate family and probability of default ratings to Caa1 and
Caa1-PD respectively from B3 and B3-PD respectively. The
speculative grade liquidity rating was lowered to SGL-4 from SGL-
3. At the same time Moody's downgraded Boart Longyear Management
Pty Limited's guaranteed secured notes to B3 from B2 and affirmed
the Caa2 senior unsecured notes rating. The outlook is negative.

The downgrade of the corporate family rating (CFR) to Caa1
reflects the ongoing challenging market conditions for Boart's
business with reported EBITDA for the three months ended March 31,
2014 of roughly negative $2 million. The pull back by the mining
industry in exploration and development expenditures is expected
to continue through 2014 resulting in further contraction in debt
protection metrics from a weak fiscal year end 2013 position as
evidenced by EBIT/interest of -0.3x and debt/EBITDA of 5.9x. The
significant downward movement in gold prices, metal prices and
softening in iron ore prices has resulted in the mining industry
significantly curtailing exploration activity as well as new
project development. Boart's drilling services segment has
consequently experienced a steep decline in activity as gold
accounts for roughly 39% of revenues followed by copper at 22%.
Average operating rig utilization levels through March 31, 2014 of
approximately 32% remain relatively unchanged from the low of
around 31% in the 2013 fourth quarter. Given the mining industry's
focus on cost discipline, investment discipline and reduced
exploration levels, together with Moody's expectation for
continued precious and base metal price pressure over the next
twelve to eighteen months, Boart's performance is not expected to
improve, although the company's focus on cost savings (between
$165 million and $170 million SG&A run rate targeted for 2014)
will provide some benefit. The downgrade also considers the
company's ongoing strategic review to ensure the capital adequacy
of the company in light of the extreme market conditions.

The negative outlook reflects the ongoing risks facing the company
given the poor market fundamentals as well as the expectation for
a continuation of weak credit metrics. The outlook also captures
the uncertainty as to what the strategic review will conclude.

Ratings Rationale

The Caa1 corporate family rating reflects the weak earnings
generation capacity of the company, its increasing leverage and
the difficult conditions it faces given the pull back by the
mining industry in the service areas that Boart provides. However,
the rating considers the company's position as a leading global
supplier of drilling services and complementary drilling products,
principally to the mineral mining industry but also to the
environment and infrastructure end markets. Although the company's
liquidity, which includes a $140 million, secured revolving credit
facility ($120 million available for borrowings, with the balance
only available for letters of credit) remains adequate, the rating
reflects the potential for covenant pressure should performance
continue through the rest of the year at current levels.

The lowering of the speculative grade liquidity rating to SGL-4
from SGL -3 reflects the expectation of more limited internal cash
flow generation to support the business, and the tightness in and
potential for breach of covenants absent any modifications to the
current capital structure.

The B3 rating on the senior secured notes reflects their priority
position in the capital structure relative to the amount of
unsecured liabilities. The Caa2 rating on the senior unsecured
notes reflects their junior position relative to the amount of
secured debt and priority payables and the higher likelihood of
loss.

The ratings could be downgraded should liquidity continue to
deteriorate, the company be unable to be free cash flow breakeven,
or debt/EBITDA be sustained at or above current levels.

Given the weakness expected in Boart's key markets over the next
twelve to eighteen months, a rating upgrade is unlikely.

Headquartered in South Jordan, Utah, Boart Longyear Limited is
incorporated in Australia and listed on the Australian Securities
Exchange Limited. The company provides drilling services and
complimentary drilling products and equipment, principally for the
mining and metals industries. Revenues for the twelve months ended
December 31, 2013 were $1.2 billion, 39% below 2012 levels.

The principal methodology used in this rating was the Global
Business and 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.


CAESARS ENTERTAINMENT: Tender Offer Expiration Moved to June 27
---------------------------------------------------------------
Caesars Entertainment Corporation's subsidiary, Caesars
Entertainment Operating Company, Inc., has amended its previously
announced cash tender offers to purchase any and all of the
outstanding $791,767,000 aggregate principal amount of its 5.625%
Senior Notes due 2015 and any and all of the outstanding
$214,800,000 aggregate principal amount of its 10.00% Second-
Priority Senior Secured Notes due 2015.

The Issuer is extending the previously announced early tender
time, which was 5:00 p.m., New York City time, on June 16, 2014,
to 5:00 p.m., New York City time, on June 27, 2014.  The Issuer is
also extending the previously announced expiration time, which was
5:00 p.m., New York City time, on June 16, 2014, to 5:00 p.m., New
York City time, on June 27, 2014.  All other terms of the tender
offers remain unchanged.

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

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

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

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

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

                Unit Closes $1.7BB of New Term Loans

On June 17, 2014, Caesars Entertainment Operating Company, Inc.,
a majority-owned subsidiary of Caesars Entertainment Corporation,
announced that its wholly owned subsidiary, Caesars Operating
Escrow LLC, an unrestricted subsidiary under CEOC's debt
agreements, closed on $1,750 million of new term loans pursuant to
an Incremental Facility Amendment and Term B-7 Agreement, dated as
of June 11, 2014, among the Escrow Borrower, CEC, the lenders, the
Administrative Agent, Credit Suisse AG, Cayman Islands Branch, as
Escrow Administrative Agent, and the other parties thereto.  The
Escrow Borrower deposited the net proceeds of the B-7 Term Loan
into a segregated escrow account and those funds will remain in
such account until the date that certain escrow conditions are
satisfied.  The funds held in the escrow account will be released
to CEOC upon delivery by the Escrow Borrower to the Escrow
Administrative Agent of an officer's certificate certifying that,
prior to or concurrently with the release of funds from the escrow
account, the relevant escrow release conditions have been
satisfied.  The escrow conditions with respect to the initial
$1,450 million of B-7 Term Loans to be released and with respect
to the additional $300 million of B-7 Term Loans to be
subsequently released include, among others, the receipt of all
required regulatory approvals and, with respect to the subsequent
release, the effectiveness of the amendment to the Credit
Facilities referred to in CEOC's Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 6, 2014.  Upon
the Escrow Release Date, the B-7 Term Loans will be assumed by
CEOC and will become incremental term loans governed by and
incorporated into CEOC's Second Amended and Restated Credit
Agreement, dated as of March 1, 2012, among CEOC, as borrower,
CEC, the lenders from time to time party thereto and Bank of
America, N.A., as administrative agent and collateral agreement.

The B-7 Term Loan has a maturity of Jan. 28, 2018; provided that
if the aggregate principal amount of CEOC's 11.25% Senior Secured
Notes due 2017 outstanding on April 14, 2017, exceeds $250
million, the B-7 Term Loan will mature on April 14, 2017.

The Escrow Borrower granted to the Escrow Administrative Agent,
for the benefit of the lenders of the B-7 Term Loan, a first
priority security interest in the escrow account.

                   About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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


CALIFORNIA COMMUNITY: Case Summary & 18 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: California Community Collaborative, Inc.
        493 Muerer Street
        Folsom, CA 95630

Case No.: 14-26351

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 17, 2014

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

Judge: Christopher M. Klein

Debtor's Counsel: David M. Meegan, Esq.
                  MEEGAN, HANSCHU & KASSENBROCK
                  11341 Gold Express Dr #110
                  Gold River, CA 95670
                  Tel: (916) 925-1800

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Merrell G. Schexnydre, president.

List of Debtor's 18 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Susan Stockdale                    Promissory Note     $128,500

Khalil H. Bey                      Promissory Note      $25,000

American Express                   Credit Card          $24,631

American Express                   Credit Card          $16,582

Associated Landscape Maintenance   Business expense      $5,775

Mechanical Air Control             Business expense      $5,736

Patten Construction, Inc.          Business expense      $5,100

Amtech Elevator Services           Business expense      $4,082

Kalser Foundation Health           Business expense      $3,826

Joe Borroto                        Business expense      $3,500

Olympic Security Services          Business expense      $3,375

Arrow Power Sweepting              Business expense      $2,680

Sullivan Hill                      Business expense      $2,183

All About Cleaning Services                              $1,500

Department of Industrial Relations Business expense        $900

City of San Bernardino             Property taxes          $823

Chem-Pak                           Business expense        $469

AT&T                               Business expense        $114


CASH STORE: Obtains CCAA Stay Extension Until August 15
-------------------------------------------------------
The Cash Store Financial Services Inc. has obtained an order from
the Ontario Superior Court of Justice (Commercial List) granting a
stay extension under its current Companies' Creditors Arrangement
Act proceedings to Aug. 15, 2014.

The Company also announced that the Court has approved a Sales
Process whereby prospective purchasers will have the opportunity
to submit a bid for the Company's property.  Cash Store
Financial's Chief Restructuring Officer and Rothschild Inc. will
conduct the Sales Process with the oversight of the Court-
appointed Monitor, FTI Consulting Canada Inc.

Cash Store Financial remains open for business with its branches
operating.  Cash Store will continue to provide updates on its
restructuring and the Cash Store Transaction as matters advance.

                      About Cash Store Financial

Headquartered in Edmonton, Alberta, Cash Store Financial Services
Inc. (TSX: CSF) is a lender and broker of short-term advances and
provider of other financial services in Canada.  Cash Store
Financial operates 510 branches across Canada under the banners
"Cash Store Financial" and "Instaloans". Cash Store Financial also
operates 27 branches in the United Kingdom.

Cash Store Financial is not affiliated with Cottonwood Financial
Ltd. or the outlets Cottonwood Financial Ltd. operating in the
United States under the name "Cash Store".  Cash Store Financial
does not do business under the name "Cash Store" in the United
States and does not own or provide any consumer lending services
in the United States.

Cash Store Financial reported a net loss and comprehensive loss of
C$35.53 million for the year ended Sept. 30, 2013, as compared
with a net loss and comprehensive loss of C$43.52 million for the
year ended Sept. 30, 2012.  As of Sept. 30, 2013, the Company had
C$164.58 million in total assets, C$165.90 million in total
liabilities and a C$1.32 million shareholders' deficit.


CBRE SERVICES: S&P Raises ICR to 'BB+' on Reduced Leverage
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issuer
credit rating on CBRE Services Inc. to 'BB+' from 'BB'.  The
outlook is positive.

At the same time, S&P revised its recovery ratings on the
company's senior secured debt--a $1.2 billion revolving credit
facility, a $500 million tranche A term loan, and a $215 million
tranche B term loan--to '2' from '4' and raised the issue ratings
to 'BBB-' from 'BB'.  S&P also revised its recovery ratings on
CBRE's $800 million senior unsecured notes due in 2023 and its
$350 million senior unsecured notes due in 2020 to '5' from '6'
and raised the issue ratings to 'BB' from 'B+'.

"CBRE's leverage (as measured by our calculation of debt to
EBITDA) has declined significantly as the company has reduced its
debt and improved its operating results," said Standard & Poor's
credit analyst Brendan Browne.  "We expect leverage to move close
to 2x in 2014.  In our view, CBRE has also shown that it will
likely manage its leverage more conservatively than it has in the
past, and that it is unlikely to issue a large amount of debt to
finance an acquisition or shareholder payout," said Mr. Browne.

The decrease in leverage was not only the result of a rise in
CBRE's cyclical revenue sources, such as property sales and
mortgage brokerage, but also because the company's steadier
businesses -- particularly global corporate services (GCS) -- have
grown and its debt has fallen.  For instance, GCS has been
increasing at a double-digit pace as more corporations are hiring
CBRE to manage their international property needs.  The company's
scale and diversification have allowed it to win this new
business.  S&P expects this trend to continue--particularly
following CBRE's acquisition of Norland Managed Services Ltd. in
December 2013 -- providing CBRE with a growing source of steady
and lower-risk income.

S&P's positive outlook on its rating on CBRE reflects its
expectation that the company will further reduce its leverage and
continue to grow its GCS business.  S&P believes that the company
could make further acquisitions, but it is unlikely to sharply
increase its leverage in the process.

S&P could raise the rating if the company maintains its new
conservative approach to financial management and reports further
growth in its low-risk GCS business (perhaps continuing the
double-digit organic growth that the unit has been experiencing).
If the company made an effort to move more towards an unsecured
debt profile -- rather than the current structure of roughly half
secured debt and half unsecured debt -- S&P would view it as a
positive rating factor.  S&P believes unsecured debt usually
affords companies more flexibility if they come under stress.

S&P is unlikely to raise the rating if leverage falls further
simply because the company reports strong growth in the highly
cyclical areas of its business (sales, leasing and mortgage
brokerage)--with no meaningful growth in areas where the company
collects steadier, contractual revenues.

S&P could lower the rating if the company increases leverage
substantially in order to finance a large acquisition or a
shareholder payout, or if its performance unexpectedly
deteriorates.  S&P expects the company's leverage to oscillate
throughout the real estate cycle, perhaps rising somewhat above 3x
at the cycle's trough.  However, if the company's leverage rose
materially above 3x without a credible plan to reduce it, S&P
could lower the rating.


CENVEO INC: S&P Affirms 'B-' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Stamford, Conn.-based printing company Cenveo
Inc.  The outlook is stable.

"At the same time, we assigned the $540 million first-lien notes a
'B' issue-level rating, with a recovery rating of '2', indicating
our expectation for substantial recovery (70% to 90%) in the event
of a payment default.  We also assigned the $250 million second-
lien notes a 'CCC' issue-level rating, with a recovery rating of
'6', indicating our expectation for negligible recovery (0% to
10%) in the event of a payment default," S&P said.

When the transaction closes, S&P will withdraw the rating on the
company's existing term loan B and second-lien notes.

The company's proposed capital structure refinancing is
essentially a debt-for-debt transaction that provides the company
minimal interest expense savings, pushes out maturities, and
removes maintenance covenants that previously governed the capital
structure.  The 'B-' corporate credit rating reflects S&P's view
that Cenveo is a highly leveraged company in an industry that is
in a secular decline.

S&P views Cenveo's business risk profile as "weak."  The company
has developed a strong presence in the envelopes business (about
50% of revenue), which consists of direct mail, billing
statements, and office and merchant products.  S&P expects that
volume and pricing pressure will continue to be a headwind for the
company going forward as email marketing, online billing, and the
general trend of digital over paper disrupts the traditional
envelope business.  The company achieved first-quarter organic
revenue growth of just under 1%, partly because of volume strength
in the direct mail business.  S&P views Cenveo's management and
governance as "fair."

Given that the company's leverage is in the 7x to 8x range, S&P
views the company's financial risk profile as "highly leveraged."


CLINE MINING: Bond Default Covered Under Forbearance Agreement
--------------------------------------------------------------
Cline Mining Corporation on June 16 disclosed that due to
continuing financial constraints and unfavorable market
conditions, it has failed to make scheduled principal and interest
payments due in respect of its US$65.5 million 10% senior secured
bonds and its CDN$12.3 million 10% senior secured convertible
bonds which matured on June 15, 2014.  The Company has received
notice from the holders of the Secured Notes of its agreement to
treat the above-referenced payment defaults as part of the
existing forbearance agreements which are set to expire on or
before June 30, 2014 as the Company continues to assess financing
options aimed at maximizing the long-term value of its assets.

                           About Cline

Cline -- http://www.clinemining.com-- is a Canadian mining
company whose primary asset is its 100% owned New Elk coking coal
mine located in Trinidad, Colorado.  The Company also has
interests in an iron ore project in Madagascar, and the Cline Lake
gold property in northern Ontario, Canada.  Cline's head office is
in Toronto and it has a site office at the New Elk mine in
Colorado.


COMARCO INC: Incurs $1.3 Million Net Loss in 1st Quarter
--------------------------------------------------------
Comarco, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.31 million on $0 of revenue for the three months ended
April 30, 2014, as compared with a net loss of $1.47 million on
$1.41 million of revenue for the same period last year.

The Company's balance sheet at April 30, 2014, showed $971,000 in
total assets, $10 million in total liabilities and a $9.03 million
total stockholders' deficit.

Cash and cash equivalents at April 30, 2014, decreased $0.4
million to $0.7 million as compared to $0.4 million at April 30,
2013.

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

                         http://is.gd/8pQuUU

                          About Comarco Inc.

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

Comarco reported a net loss of $2.05 million on $4.42 million of
revenue for the year ended Jan. 31, 2014, as compared with a net
loss of $5.59 million on $6.33 million of revenue for the year
ended Jan. 31, 2013.

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


CONFIE SEGUROS: Moody's Keeps B3 CFR Over Incremental Term Loan
---------------------------------------------------------------
Moody's Investors Service is maintaining the ratings of Confie
Seguros Holding II Co. (Confie Seguros - corporate family rating
B3) following the proposed $110 million borrowings under the
accordion feature of its senior secured term loans. Confie Seguros
plans to use the net proceeds to help fund the acquisition of a
California-based managing general agent specializing in non-
standard auto insurance. The planned acquisition does not affect
Confie Seguros' corporate family rating or its debt ratings, which
include a B2 rating on its first-lien revolver and term loan and a
Caa2 rating on its second-lien term loan. The rating outlook for
Confie Seguros is stable.

Ratings Rationale

Confie Seguros' ratings reflect its position as a leading broker
of nonstandard auto insurance to the US Hispanic community, along
with its steady growth in revenues and healthy EBITDA margins.
Confie Seguros currently has 539 stores located primarily in the
West, along with some in the South, Midwest and Northeast,
allowing the broker to negotiate favorable contracts with various
insurance carriers on behalf of its customers. These strengths are
tempered by the company's high financial leverage and modest
interest coverage since its leveraged buyout in November 2012.
Additionally, Moody's expects that Confie Seguros will continue to
pursue a combination of organic growth and acquisitions, the
latter giving rise to integration and contingent risks.

"The recently announced MGA acquisition enables Confie Seguros to
capture additional fee-based revenue and adds geographic
distribution since the acquired company's operations are primarily
in Texas, Florida and California," said Enrico Leo, Moody's lead
analyst for the broker. Offsetting these benefits are the
company's continued concentration in a single product line and
substantial financial leverage.

Confie Seguros will fund the MGA purchase through incremental
borrowings under the accordion feature of its existing credit
facilities, adding $65 million to the first-lien term loan and $45
million to the second-lien term loan. Giving effect to these
borrowings, the company's pro forma financing arrangement includes
a $75 million first-lien revolving credit facility maturing in
November 2017 (rated B2, $4 million drawn at March 31, 2014), a
$393 million first-lien term loan due in November 2018 (rated B2)
and a $191 million second-lien term loan due in May 2019 (rated
Caa2). The credit facilities are guaranteed by Confie Seguros'
parent company and by substantially all of its subsidiaries. The
facilities are also secured by most assets of Confie Seguros and
the guarantors, including the capital stock of domestic
subsidiaries and 65% of the capital stock of foreign subsidiaries.

Based on Moody's estimates, Confie Seguros' debt-to-EBITDA ratio
will be approximately 7x immediately following the acquisition.
Such leverage is aggressive for the firm's rating category, but
Moody's expects it to decline over the next 12-18 months.

Factors that could lead to an upgrade of Confie Seguros' ratings
include: (i) debt-to-EBITDA ratio below 5.5x, (ii) (EBITDA -
capex) coverage of interest exceeding 2x, and (iii) free-cash-
flow-to-debt ratio consistently exceeding 5%.

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

Giving effect to the incremental term loans, Confie Seguros'
ratings (and revised LGD assessments) include:

  Corporate family rating B3;

  Probability of default rating B3-PD;

  $75 million first-lien revolving credit facility rated B2 (to
  LGD3, 33% from LGD3, 34%);

  $393 million first-lien term loan rated B2 (to LGD3, 33% from
  LGD3, 34%);

  $191 million second-lien term loan rated Caa2 (LGD5, 86%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers & 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 Huntington Beach, California, Confie Seguros is a leading
US personal lines insurance broker primarily serving the Hispanic
population. The company generated total revenue of $222 million in
2013.


COPYTELE INC: Incurs $3.2 Million Net Loss in Second Quarter
------------------------------------------------------------
CopyTele, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.24 million on $1.10 million of revenue from patent assertion
activities for the three months ended April 30, 2014, as compared
with a net loss of $2.47 million on $0 of revenue from patent
assertion activities for the same period last year.

For the six months ended April 30, 2014, the Company reported a
net loss of $6.86 million on $1.10 million of revenue from patent
assetion activities as compared with a net loss of $4.57 million
on $0 of revenue from patent assertion activities for the same
period in 2013.

The Company's balance sheet at April 30, 2014, showed $10.50
million in total assets, $15.34 million in total liabilities and a
$4.84 million total shareholders' deficiency.

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

                        http://is.gd/YXylu2

                          About CopyTele

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.

CopyTele incurred a net loss of $10.08 million for the year ended
Oct. 31, 2013, as compared with a net loss of $4.25 million during
the prior year.


CORE ENTERTAINMENT: S&P Retains 'B' CCR on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on CORE
Entertainment Inc., including its 'B' corporate credit rating,
remain on CreditWatch, where S&P placed them with negative
implications on March 31, 2014.

"We based the CreditWatch placement on Core Entertainment's weak
operating performance through the first quarter of 2014 and
continued rating declines for the most recent seasons of both
"American Idol" and "So You Think You Can Dance," Said Standard &
Poor's credit analyst Chris Valentine.

Since S&P initially placed the ratings on CreditWatch, first-
quarter cash balances were higher than its expected because of the
disposition of the Presley and Ali businesses for approximately
$120 million.  According to unconfirmed media reports, Apollo
Global Management, the private equity owners of CORE, may be in
preliminary talks with 21st Century Fox on a TV production joint
venture that would include CORE. To resolve the CreditWatch
placement, S&P would need to have greater clarity about the use of
the Presley and Ali sale proceeds, as well as how the parties
might structure a potential joint venture.

"Our liquidity assessment is "adequate."  We expect CORE's
liquidity sources will include roughly $101.8 million of cash and
borrowing availability under its $35 million revolving credit
facility due 2016.  We expect discretionary cash flow to be less
than $10 million in 2014.  There are no near-term debt maturities,
but bullet maturities in 2017 and 2018 pose refinancing risks
given recent operating trends and despite currently elevated cash
levels," S&P said.

"Our negative CreditWatch listing reflects our expectation that
performance of the company's programming portfolio will continue
to decline over the next few seasons.  We expect to resolve our
CreditWatch placement within the next 90 days after receiving
additional clarity from management regarding financial policy and
progress toward reaching a joint venture with Fox.  Despite a
recent cash infusion we expect the business will likely remain
under pressure over the next 12 to 18 months.  We would likely
consider a downgrade if the company is unable to come to agree on
a joint venture with Fox or does not use proceeds from the sale of
the Ali and Presley businesses to pay down debt absent a
meaningful reversal in performance of "American Idol."  Affirming
the ratings and removing them from CreditWatch would require CORE
to use proceeds from the recent sale to reduce debt leverage or to
diversify its portfolio (potentially through successful program
development or a joint venture with FOX), while maintaining
adequate liquidity," S&P added.


CORINTHIAN COLLEGES: Warns of Possible Shutdown
-----------------------------------------------
Stephanie Gleason and Josh Mitchell, writing for The Wall Street
Journal, reported that Corinthian Colleges, Inc., one of the
country's largest for-profit education companies, warned that it
may have to shut down after the Obama administration moved to
restrict the company's access to federal funding.

According to the report, Corinthian, which operates Everest
College and other schools, has about 72,000 students who receive
roughly $1.4 billion in federal financial aid each year. But the
company and its for-profit rivals, which enroll about 13% of the
nation's higher-education students, are drawing greater scrutiny
from regulators over concerns about their marketing, dropout rates
and loan defaults among their students, the report related.


CRYOPORT INC: Ramkumar Mandalam Appointed as Director
-----------------------------------------------------
Cryoport, Inc., appointed Ramkumar Mandalam, Ph.D., to its Board
of Directors.  Additionally, he has been appointed to serve as a
member of the Compensation and Nominating and Governance
Committees.  Following Dr. Mandalam's appointment, Cryoport's
Board of Directors will have a total of five members, including
four independent members.

The Company said Dr. Mandalam is not a party to and does not
currently participate in any material Company plan, contract or
arrangement.  As non-employee director, he will participate in the
Company's director compensation plan governed by the Compensation
Committee and will receive an initial grant to purchase 100,000
shares of the Company's common stock upon joining the Board.  In
addition, Dr. Mandalam will receive cash compensation as a non-
employee director in the amount of $40,000 annually.

"The need for an effective and efficient cryogenic transportation
is critical to preserve the potency and viability of sensitive
biological cellular materials that are being developed in the
growing fields of Regenerative Medicine and Immunotherapy," stated
Dr. Mandalam.  He continued, "Cryoport provides unique shipping
solutions in a comprehensive, easy-to-use, economic, and reliable
manner while addressing the time and temperature sensitivities of
these materials.  I am excited to join Cryoport's Board and look
forward to contributing to its continued growth.  I am eager to
work with the Company's experienced management team and other
board members as we look to further expand the market for
cryogenic logistics for biologic materials."

Jerrell Shelton, chief executive officer of Cryoport, stated, "We
welcome Dr. Mandalam to our Board.  He brings invaluable industry
expertise within the life sciences.  His extensive insights will
allow us to better navigate our markets from our clients'
perspectives.  We will benefit tremendously from his expertise as
the already large and growing cryogenic logistics market becomes
further enhanced by rapidly developing autologous and allogeneic
therapies."

"I am delighted to welcome Dr. Mandalam to our Board," commented
Richard Rathmann, Chairman of the Board of Cryoport.  "Dr.
Mandalam complements the Board with his experience and success in
leading the development of complex biological products.  He will
be a great asset to Cryoport as we strengthen our position as the
premier global logistics provider in the cold chain."

Dr. Mandalam joins Cryoport's Board with twenty years of
experience in the development of biologics.  He is currently the
president and chief executive officer of Cellerant Therapeutics,
Inc., a clinical stage biotechnology company developing cellular
and antibody therapies for the treatment of hematological
malignancies and blood related disorders.  Previously, Dr.
Mandalam served as executive director of Product Development at
Geron Corporation, where he managed the development and
manufacturing of cell based therapies for treatment of
degenerative diseases and cancer.  Dr. Mandalam has also held
positions of increasing responsibility at Aastrom Biosciences,
most recently as Director of Developmental Research.  Dr. Mandalam
received his Ph.D. in Chemical Engineering from the University of
Michigan. He is the author or co-author of several publications,
patent applications, and abstracts.

                      $432,000 Private Placement

On June 10, 2014 and June 13, 2014, Cryoport entered into
definitive agreements for a private placement of its securities to
certain institutional and accredited investors for aggregate gross
proceeds of $432,160 (approximately $360,979 after estimated cash
offering expenses) pursuant to certain Subscription Agreements and
Elections to Convert between the Registrant and the Investors.
The Company intends to use the net proceeds for working capital
purposes.

Pursuant to the Subscription Agreements, the Company issued shares
of a newly established Class A Convertible Preferred Stock and
warrants to purchase common stock.  The shares and warrants were
issued as a unit consisting of (i) one share of Class A
Convertible Preferred Stock of the Companyt and (ii) one warrant
to purchase eight shares of Common Stock at an exercise price of
$0.50 per share, which will be immediately exercisable and may be
exercised at any time on or before March 31, 2019.  A total of
36,013 Units were issued in exchange for gross proceeds of
$432,160, or $12.00 per Unit.

Emergent Financial Group, Inc., served as the Company's placement
agent in this transaction and received, a commission of 10% and a
non-accountable finance fee of 3% of the aggregate gross proceeds
received from those Investors, in addition to the reimbursement of
legal expenses of up to $40,000.  Emergent Financial Group, Inc.
will also be issued a warrant to purchase three shares of Common
Stock at an exercise price of $0.50 per share for each Unit issued
in this transaction.  The Company and Emergent Financial Group,
Inc. have agreed that the offering of Units to new Investors will
be extended through July 14, 2014.

                            About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2013.  The independent
auditors noted that the Company has incurred recurring operating
losses and has had negative cash flows from operations since
inception.  Although the Company has cash and cash equivalents of
$563,104 at March 31, 2013, management has estimated that cash on
hand, which include proceeds from convertible bridge notes
received in the fourth quarter of fiscal 2013, will only be
sufficient to allow the Company to continue its operations into
the second quarter of fiscal 2014.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

For the year ended March 31, 2014, Cryoport reported a net loss of
$19.56 million on $2.65 million of net revenues as compared with a
net loss of $6.38 million on $1.10 million of net revenues for the
year ended March 31, 2014.

The Company's balance sheet at March 31, 2014, showed $1.70
million in total assets, $4.01 million in total liabilities and a
$2.30 million total stockholders' deficit.


DETROIT, MI: Rolls Out Hybrid Pension Plan
------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that the city of Detroit has introduced a new plan with
the cooperation of its unions, which have been among the most
vocal opponents of cutbacks.  The new plan is called a hybrid,
which means the workers will keep some of their current plan's
most valuable features but will give up others, the report said.

According to the report, while both retired and active workers now
participate in the same city pension system, the new plan is
intended only for Detroit's active workers, who will shift to it
on July 1.  Retirees will keep 73 percent to 100 percent of their
current base pensions under the city's proposal to exit
bankruptcy, the report related.

                  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.


DETROIT, MI: Agency Plans Bond Sale to Fix Street Lights
--------------------------------------------------------
Chris Christoff and Brian Chappatta, writing for Bloomberg News,
reported that an agency created to illuminate bankrupt Detroit
plans to borrow $185 million to improve street lighting, according
to a Standard & Poor's analyst.  The Bloomberg report said
Michigan Finance Authority will offer bonds, secured by a utility
users tax, on behalf of Detroit's Public Lighting Authority on
June 25.  The lighting authority was created in February 2013 to
replace a city department, and was authorized to issue debt to
repair a system that left swaths of the city in darkness, with an
estimated 40 percent of its 88,000 lights broken, the report said.

In other news, Law360 reported that Detroit has reached a
settlement with a group of unsecured bondholders over the
treatment of limited-tax general obligation bonds and has inked a
separate pact with its largest municipal union, marking more
positive news for the city as it strives to end its $18 billion
bankruptcy.  According to the report, citing a statement released
by federal mediators, the details of the city's deal with the
bondholders are "in the final documentation process."  The
settlement was reached after six months of negotiations between
Detroit and companies that either hold or insure a large majority
of the city's limited-tax general obligation bonds, mediators
said, the Law360 report cited.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, also
reported that a dozen philanthropies -- including the Ford
Foundation and the Charles Stewart Mott Foundation -- agreed to
make voluntary contributions to supplement city workers' pensions,
in return for an agreement that Detroit's debt-adjustment plan
would transfer the Detroit Institute of Arts to a trust that can't
be touched by creditors.  The foundations asked the bankruptcy
judge to void bon insurer Syncora Guarantee Inc.'s demand for the
turn over of documents and appearance for examination under oath.

The Detroit City Council, on June 16, voted for the second time
this month to endorse the transfer of art and other assets at the
city-owned Detroit Institute of Arts to a charitable trust as part
of a proposal to protect the art from being sold off in the city's
bankruptcy case, Joe Guillen, writing for Detroit Free Press,
reported.  The deal to spare Detroit's art collection as it
attempts to pay off $18 billion in debt and climb out of
bankruptcy gained approval from Michigan's attorney general,
Law360 reported.

                  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.


DONALD W. WYATT DETENTION FACILITY: Temporary Receiver Appointed
----------------------------------------------------------------
W. Zachary Malinowski at the Providence Journal reports that a
temporary receiver was appointed on Friday to straighten out the
finances at the insolvent Donald W. Wyatt Detention Facility in
Central Falls, Rhode Island, a holding jail for federal detainees
that has lost millions of dollars in recent years.

According to the report, Superior Court Judge Michael A.
Silverstein appointed Jonathan N. Savage, a Providence lawyer, as
the receiver for the next 20 days.  After that, Mr. Silverstein,
if necessary, will appoint a long-term receiver.

He urged the holders of bonds sold to finance the jail to offer
recommendations on whether Mr. Savage or someone else should be
the receiver, the report says.

The Providence Journal relates that Mr. Savage served as the first
receiver in Central Falls in the spring of 2010, about a year
before the city became the first in Rhode Island history to file
for federal bankruptcy.

Lawyer R. Kelly Sheridan, newly appointed chairman of the quasi-
public Central Falls Detention Facility Corporation, sought the
receivership, the report says.

"After a detailed review of the finances and operations, the board
of the Central Falls Detention Facility Corporation determined
that receivership is a viable way to move forward and address the
Wyatt Detention Facility's unsustainable debt," the report quotes
Mr. Sheridan as saying.  "A receiver will have the powers needed
to negotiate with bondholders, address the facility's debt crisis,
and develop a plan to return Wyatt to fiscal sustainability so
that it can hopefully benefit the residents of Central Falls once
again."

Central Falls Mayor James A. Diossa and Matthew Jerzyk, the city
solicitor, endorsed Sheridan's receivership move, the report
notes.

The Wyatt jail opened in 1993 as a publicly owned and privately
operated facility for men and women awaiting trial on federal
charges.


EASTERN HILLS: Gets Conditional Court Approval for Plan Outline
---------------------------------------------------------------
The Hon. Stacey Jernigan entered, on May 22, 2014, an order
conditionally approving the First Amended Disclosure Statement
describing the First Amended Plan of Reorganization of Eastern
Hills Country Club.

The Bankruptcy Court will convene a hearing in Dallas on June 30
at 1:30 p.m. for the final approval of the Disclosure Statement.

Eligible creditors have until June 25, at 5:00 p.m. Central
Daylight Time to cast their votes on the Plan.  Votes must be
delivered by the Voting Deadline to Robert Yaquinto, Jr., Chapter
11 Trustee, by mail at Robert Yaquinto, Jr., 509 N. Montclar,
Dallas, TX 75208; by email at rob@syllp.com; or facsimile at 214-
946-7601.

Among other things, the First Amended Disclosure Statement reveals
more information on the sale of the Debtor's principal asset as
approved by the Bankruptcy Court; the Debtor's current and
historial financial conditions; and a distribution analysis of the
sale proceeds.

A copy of the First Amended Disclosure Statement, dated May 21,
2014, is available for free at:

       http://bankrupt.com/misc/EASTERNHILLS_1stAmdDS.PDF

As reported by The Troubled Company Reporter on May 9, 2014,
Eastern Hills' proposed Plan contemplates full payment to
creditors from the proceeds of the sale of the Debtor's golf
course.  Chapter 11 Trustee Robert Yaquinto, Jr., on April 15 won
approval from the Court to sell the principal asset of the Debtor
for a gross price of $4,050,000.  The Debtor expects closing of
the sale before the confirmation hearing.

The Court has also extended the deadline for confirming the
Debtor's Plan throught July 2, 2014.

                       About Eastern Hills

Eastern Hills Country Club filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013.
The Debtor estimated at least $10 million in assets and less than
$1 million in liabilities.  The petition was signed by David
Harvey as president.  Richard W. Ward, Esq., serves as the
Debtor's counsel.

According to Web site, http://www.easternhillscc.com,the Eastern
Hills Country Club in Garland Texas, was established in 1954 and
boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq.
foot putting green, practice facility, and driving range.  The
golf course has been home of the Texas Womens Open since 2011.

Judge Stacey G. Jernigan presides over the bankruptcy case.

Robert Yaquinto, Jr., has been named the Chapter 11 trustee of
Eastern Hills Country Club.  He is represented by his firm,
Sherman & Yaquinto, LLP.

On April 15, 2014, the Court granted the trustee approval to sell
the principal asset of the Debtor.


ENERGY FUTURE: Defaulted Bonds Soar on Bankruptcy Conflict
----------------------------------------------------------
Richard Bravo and Steven Church, writing for Bloomberg News,
reported that Energy Future Holdings Corp.'s unsecured bonds are
soaring to the highest level in a year as junior creditors
challenge the power producer's plan to restructure about $40
billion of debt in bankruptcy.  According to data compiled by
Bloomberg, bonds of the company that don't have senior claims on
assets returned 37.4 percent since April 29, when it filed for
Chapter 11 protection, beating the 1.7 percent gain for all high-
yield, high-risk securities.

Meanwhile, Computershare Trust Co. NA, as indenture trustee for
holders of $2.16 billion in EFIH second-lien bonds, launched an
adversary proceeding against the power company over so-called
makewhole payments.  According to Bill Rochelle, the bankruptcy
columnist for Bloomberg News, Computershare asked the bankruptcy
judge to rule that the language in the loan documents doesn't
excuse payment of the premium as the result of bankruptcy.  The
premium is designed to compensate lenders for being forced on
early repayment to reinvest at a lower interest rate, Mr. Rochelle
said.  Law360 said Computershare alleges that the power company's
plan to refinance nearly $2.2 billion in notes entitles them
hundreds of millions of dollars in make-whole payments.

Mr. Rochelle, in a separate report, said the bankruptcy judge
allowed Energy Future to complete a settlement with holders of
first-lien notes of its Energy Future Intermediate Holding unit.
Under the settlement, EFIH, the owner of the company's regulated
power distribution business, could pay off first-lien debt with 5
percent extra for holders who gave up claims for a so-called make-
whole premium, the report said.  The settlement is financed with a
$5.4 billion loan also approved by the bankruptcy court.

CSC Trust Co. of Delaware, as indenture trustee for holders of 10
percent first-lien notes, asked the court to block completion of
the settlement pending appeal, but the request was denied, letting
the settlement and the accompanying loan go forward, the Bloomberg
report related.

The motion for a stay is CSC Trust Co. of Delaware v. Energy
Future Holdings Corp. (In re Energy Future Holdings Corp.), 14-cv-
00723, U.S. District Court, District of Delaware (Wilmington).

            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.


EPAZZ INC: Asher Enterprises No Longer a Shareholder
----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Asher Enterprises, Inc., disclosed that as of
April 3, 2014, it ceased to be the beneficial owner of any shares
of common stock of Epazz, Inc.  The reporting person previously
held 346,489,034 shares at Dec. 31, 2013.  A full-text copy of the
regulatory filing is available at http://is.gd/1FaK9Z

                           About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.

Epazz incurred a net loss of $1.90 million on $1.19 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $336,862 on $735,972 of revenue for the year ended
Dec. 31, 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $1.19 million in total assets, $2.03 million in total
liabilities and a $842,019 total stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has an accumulated deficit of $(4,114,756) and a
working capital deficit of $(681,561), which raises substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

"We cannot be certain that any such financing will be available on
acceptable terms, or at all, and our failure to raise capital when
needed could limit our ability to continue and expand our
business.  We intend to overcome the circumstances that impact our
ability to remain a going concern through a combination of the
commencement of additional revenues, of which there can be no
assurance, with interim cash flow deficiencies being addressed
through additional equity and debt financing.  Our ability to
obtain additional funding for the remainder of the 2012 year and
thereafter will determine our ability to continue as a going
concern.  There can be no assurances that these plans for
additional financing will be successful.  Failure to secure
additional financing in a timely manner to repay our obligations
and supply us sufficient funds to continue our business operations
and on favorable terms if and when needed in the future could have
a material adverse effect on our financial performance, results of
operations and stock price and require us to implement cost
reduction initiatives and curtail operations.  Furthermore,
additional equity financing may be dilutive to the holders of our
common stock, and debt financing, if available, may involve
restrictive covenants, and strategic relationships, if necessary
to raise additional funds, and may require that we relinquish
valuable rights.  In the event that we are unable to repay our
current and long-term obligations as they come due, we could be
forced to curtail or abandon our business operations, and/or file
for bankruptcy protection; the result of which would likely be
that our securities would decline in value and/or become
worthless," according to the Company's annual report for the
period ended Dec. 31, 2012.


ESP RESOURCES: Receives Default Notice from Hillair Capital
-----------------------------------------------------------
ESP Resources, Inc., received an Event of Default Redemption
Notice from Hillair Capital Investments L.P. regarding a 16
percent Senior Secured Convertible Debenture issued by the Company
on Nov. 14, 2012.  The Debenture at issue is for a principal
amount of $750,000 convertible at $0.085 per share.  The interest
rate is 16 percent per annum payable quarterly beginning on
March 1, 2013.  The Debenture matured on March 1, 2014.

The Notice received by the Company was the triggering event which
accelerated the amount of principal and interest owed to Hillair
on the Debenture.  Pursuant to the terms of the Debenture, the
event of default provision requires that the Company immediately
pay Hillair the principal, mandatory default amount as defined in
the Debenture, accrued but unpaid interest, liquidated damages and
other amounts due and payable in cash.  The Company must pay
$975,000 (principal and mandatory default amount) plus all accrued
but unpaid interest to Hillair.

The Company said it is negotiating with Hillair to reach an
amicable resolution of this matter.

Other Events

The Company recently acquired one new significant client and
increased the services provided to another new prominent client.
For the previous six months, the Company has averaged $28,000 per
month in sales to a prominent client's field location in
Louisiana, the smallest of the client's field locations.  Last
week, the Company's service for the client increased with chemical
supply accounts for the client's two largest field locations: one
in Texas and one in southeast Louisiana.  The Texas field will be
undergoing a Re-frac program beginning this month and lasting for
one year.  The client estimates the need for approximately $15,000
of the Company's Frac biocides per month during the Re-frac
program and that the increased oil production from the Re-frac
program will result in an increased need for production chemicals
generating purchases from ESP of approximately $11,000 per month.

The Company's other new client is one of the top ten largest oil
and gas companies operating in the Eagleford formation in
southwest Texas with over 1,000 wells drilled to date with current
production exceeding 50 MBOE per day.  ESP was awarded a three
well test in April.  After saving the client $2,000 per well on
monthly charges during the test, the Company was awarded the
chemical program for an additional 50 wells along with associated
central gathering facilities.  The chemical supply for this client
will begin in July.  The client estimates approximately $50,000
per month in chemical purchases from ESP for this account.

                         About ESP Resources

The Woodlands, Texas-based ESP Resources, Inc., through its
subsidiaries, manufactures, blends, distributes and markets
specialty chemicals and analytical services to the oil and gas
industry and also provides services for the upstream, midstream
and downstream sectors of the energy industry, including new
construction, major modifications to operational support for
onshore and offshore production, gathering, refining facilities
and pipelines designed to optimize performance and increase
operators' return on investment.

ESP Resources reported a net loss of $5.23 million on $10.59
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $5.08 million on $16.98 million of net sales in
2012.  The Company's balance sheet at March 31, 2014, showed $6.33
million in total assets, $11.17 million in total liabilities and a
$4.83 million total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred net losses through Dec. 31, 2013, and has
a working capital deficit as of Dec. 31, 2013.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.


FERRELLGAS LP: Moody's Corrects Oct. 21, 2013 Release
-----------------------------------------------------
Moody's Investors Service corrected the headline and text of a
October 21, 2013 release for Ferrellgas L.P.

In the headline and the Debt List, the issuer name has been
changed to Ferrellgas, L.P. from Ferrellgas Partners, L.P.

In the first paragraph, the first sentence has been revised to
read as follows: "Moody's Investors Service assigned a B2 rating
to Ferrellgas, L.P.'s (OLP) proposed $325 million senior unsecured
notes due 2022."  The following has also been added as the second
sentence: "OLP is the operating partnership subsidiary of
Ferrellgas Partners, L.P. (Ferrellgas, B1 stable) and the issuer
of the majority of Ferrellgas' debt, including its bank credit
facilities."

In the RATINGS RATIONALE section, in the first sentence of the
first paragraph, the maturity year 2022 has been changed to 2021.

Also, the first sentence of the fifth paragraph has been changed
to read as follows: "The principal methodology used in this rating
was the Global Midstream Energy Industry Methodology published in
December 2010".


GENERAL MOTORS: Says Bankruptcy Stay Offers Certain Protections
---------------------------------------------------------------
Ashby Jones, writing for The Wall Street Journal, reported that
General Motors Co. is turning to Chapter 11 to try to solve its
potential liability stemming from the ignition-switch problems
that emerged publicly in February.

According to the report, in recent weeks, the company's lawyers
have argued that the 2009 bankruptcy filing, in which the debt-
laden "Old GM" sold its best assets to a new, government-backed
company and left the rest behind, shields it from certain
liabilities stemming from its ignition-switch problems.

The Journal, citing David Skeel, a bankruptcy expert and law
professor at the University of Pennsylvania, said GM's argument --
that it is unfair to make the company pay for liabilities it
expressly gave up five years ago -- holds appeal.  But Mr. Skeel
and others say that, in rare situations, it makes sense to allow
creditors to "re-open" a bankruptcy reorganization to press old
claims, the Journal added.

                       About General Motors

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

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

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

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

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

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


GENERAL MOTORS: Ignored Early Warning on Cars Stalling
------------------------------------------------------
Jeff Bennett and Siobhan Hughes, writing for The Wall Street
Journal, reported that a General Motors Co. employee warned in
2005 that the auto maker had a "serious safety problem" with the
design of ignition switches used on the 2006 Impala that could
lead to a "big recall," but the company didn't recall the vehicles
until early this week.

According to the report, the new evidence that GM employees
ignored warnings about defects in the years leading up to the
company's 2009 bankruptcy came as lawmakers on the House panel
questioned GM Chief Executive Mary Barra and former U.S.
prosecutor Anton Valukas on whether the car maker deliberately
covered up knowledge of safety defects to avoid regulatory
scrutiny and deflect lawsuits.

                       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: Hagens Berman Files Ignition Switch Class Action
----------------------------------------------------------------
National consumer-rights law firm Hagens Berman Sobol Shapiro on
June 18 filed a potentially precedent-setting class-action lawsuit
against General Motors, claiming that the automaker's troubled
history -- including more than 20 million recalled vehicles
worldwide -- has so impacted the GM brand that all GM car owners,
not just those subject to the ignition switch recall, have
suffered economic damage through loss of resale value, and deserve
compensation.

The class action is the first suit of the lawsuits filed against
GM to seek compensation based on the automaker's damaged brand
perception.  If certified, the class would represent as many as 15
million GM car owners and put GM's exposure at more than $10
billion, according to attorneys.

"GM came out of bankruptcy making claims that the company would
produce high-quality, safe vehicles, a branding position that
served GM well, and that consumers relied upon," said
Steve Berman, managing partner of Hagens Berman.  "Now we know
that contrary to those claims, GM was instead wallowing in a
dysfunctional culture more concerned about hiding defects and
safety flaws than living up to its purported brand promise."

GM's brand has been rocked by 40 recalls covering more than 20
million vehicles worldwide during the first six months of 2014, as
noted in the complaint.

The complaint cites economic studies that show select, non-
recalled GM vehicles have dropped in resale value.

"We gained a lot of experience examining the impact of recalls on
the value of Toyota vehicles in the Toyota case, in which we were
able to analyze the financial impact of Toyota's large recall,"
Berman said.  "We used that experience to forensically examine the
impact of GM's recent actions on GM-branded vehicles, and the
decreased value we have measured ranges from $500 to more than
$2600 per vehicle and may go higher on some vehicles."

The suit claims that GM's intentional actions have economically
harmed millions of owners of all GM brands through diminished
resale value, among other damages.

If certified as a class, exposure to the litigation could top $10
billion.

"Had a purchaser of a 2010 Camaro known that the manufacturer had
gone to such great lengths to hide safety defects on other GM
cars, there is no way that purchaser would have paid full price,"
Berman added.  "The economic reality is that all GM owners are
bearing the costs of GM's actions."

The 71-page complaint, filed on June 18, 2014 in the U.S. District
Court for the Central District of California, covers vehicles sold
after GM's bankruptcy proceedings and accuses the automaker of
misrepresentation, concealment and non-disclosure of "piecemeal"
safety defects, and in turn, responsibility for the decrease of
value in model year GM vehicles sold between July 10, 2009 and
April 1, 2014.

The complaint seeks damages for a class of consumers including
anyone who owns or has owned or leased a new or used GM-branded
vehicle sold between July 10, 2009 and April 1, 2014, or sold a
vehicle during this time period at a diminished price on or after
April 1, 2014, excluding those whose vehicles were recalled for an
ignition switch defect.  Damages are sought on the grounds that GM
concealed facts about its safety defects to consumers and did so
to falsely assure purchasers and lessors of GM's commitment to its
brand promises, therefore leading many to purchase or lease
vehicles without knowledge of the defects, according to the suit.

"GM's egregious and widely publicized conduct, including the
seemingly never-ending and piecemeal nature of GM's recalls, has
so tarnished the affected vehicles that no reasonable consumer
would purchase them for what would otherwise be fair market value
for the vehicles," the complaint states.

Concerned consumers who have owned or leased any of the GM models
sold during the affected period are encouraged to contact a Hagens
Berman attorney by emailing GeneralMotors@HBSSlaw.com or calling
206-623-7292.  Additional information about the investigation is
available at http://is.gd/1ObxvG

                       About Hagens Berman

Hagens Berman Sobol Shapiro LLP -- http://www.hbsslaw.com-- is a
consumer-rights law firm with offices in nine cities.  The firm
represents investors, whistleblowers, workers and consumers in
complex litigation.

                       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: AAJ Reports on Ignition Switch Cover-Up Exposure
----------------------------------------------------------------
A new report, Driven to Safety, released on June 18 by the
American Association for Justice details the essential role the
civil justice system played in uncovering the GM ignition switch
scandal and the ways trial attorneys and their clients have
spurred improvements in auto safety for over half a century.

"Then and now, the civil justice system has helped to create and
enforce safety standards, revealed previously concealed defects,
and deterred manufacturers from cutting corners on safety for the
sake of greater profits," said American Association for Justice
President Burton LeBlanc.

As part of GM's bailout, it was immune from legal accountability
in product defect and wrongful death cases until July 10, 2009,
when it emerged from bankruptcy.  That means while American tax
dollars were financing GM, injured American motorists were denied
the justice they deserved and the public was kept in the dark
about the dangers.

GM used court secrecy clauses to hide its wrongdoing in order to
keep its dangerous cars on the market and continue to profit while
American lives were threatened.  GM's corporate cover-up and fatal
ignition switch was finally exposed because grieving parents,
Ken and Beth Melton, wanted answers, and their attorney, Lance
Cooper, uncovered the truth through the civil justice system.

But this problem is not limited to GM.  As a condition of turning
over any material to injured consumers and their attorneys,
manufacturers of faulty products regularly insist the information
be kept secret?even if the product remains on the market and the
information could warn the public of a potential health hazard.

In conjunction with the release of the report, the American
Association for Justice is urging all consumers to tell Congress
to strengthen the public safety measures the civil justice system
provides by supporting the Sunshine in Litigation Act (S.
2364/H.R. 4361).

"Whether it's dangerous cribs, defective drugs or exploding tires,
court secrecy endangers consumers and allows corporations to hide
wrongdoing," added LeBlanc."  Americans have a right to know about
hazardous and defective products."

The Sunshine in Litigation Act would help prevent unnecessary
injuries and death by shedding light on dangerous products.  Both
State and District court systems have taken steps to limit court
secrecy -- the Sunshine in Litigation Act would simply ensure that
federal courts also consider public health and safety matters
before issuing protective orders, sealing court records, or
approving secret settlements.

The Sunshine in Litigation Act would:

Make the public aware of vital, life-saving information?giving
federal judges additional discretion to evaluate settlements that
hide important safety information from the public.

Help prevent injuries from dangerous products and decrease
litigation?restricting secrecy, companies would be unable to hide
significant product hazards and would be motivated to correct
these hazards earlier instead of waiting until more product
related deaths and injuries occurred.

Make courts more efficient while protecting the public?court
secrecy restrictions adopted in various courts have not burdened
judicial systems or impacted the number of cases resolved in these
courts.

As the world's largest trial bar, the American Association for
Justice (formerly known as the Association of Trial Lawyers of
America) -- http://www.justice.org-- works to make sure people
have a fair chance to receive justice through the legal system
when they are injured by the negligence or misconduct of others --
even when it means taking on the most powerful corporations.

                       About General Motors

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

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

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

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

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

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


GENIUS BRANDS: Launches Secondary Offering of 3.1 Million Shares
----------------------------------------------------------------
Genius Brands International, Inc., launched a public secondary
offering of its common stock.  Certain stockholders of Genius
Brands, including Wolverine Flagship Fund Trading Limited,
Iroquois Master Fund Ltd. and Southshore Capital Partners, LP,
are offering for sale to the public 3,125,000 shares of Genius
Brands for a proposed maximum aggregate offering price of $12.4
million.

There are no underwriting arrangements to sell the shares of
Common Stock that are being registered.  The Company will not
receive any proceeds from the sale of these shares by the selling
stockholders.  All expenses of registration incurred in connection
with this offering are being borne by the Company, but all selling
and other expenses incurred by the selling stockholders will be
borne by the selling stockholders.

The Company's Common Stock is currently approved for quotation on
the OTC Bulletin Board maintained by the Financial Industry
Regulatory Authority, Inc. (FINRA) under the symbol "GNUS".  On
June 13, 2014, the last reported sale price of the Company's
Common Stock as reported on the OTC Bulletin Board was $4.04 per
share.

A full-text copy of the Form S-1 prospectus is available for free
at http://is.gd/KdtG8U

                        About Genius Brands

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

Genius Brands reported a net loss of $7.21 million in 2013, a net
loss of $2.06 million in 2012 and a net loss of $1.37 million in
2011.  The Company's balance sheet at March 31, 2014, showed
$14.65 million in total assets, $3.55 million in total liabilities
and $11.09 million in total equity.


GOOD SHEPHERD: Moody's Lowers Rating on $93.7MM Bonds to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Baa3 the
rating assigned to Good Shepherd Medical Center's (GSMC) $93.7
million of outstanding bonds issued by the Gregg County Health
Facilities Development Corporation and the Harrison County Health
Facilities Development Corporation. The rating remains under
review for downgrade.

All references to financial and utilization numbers below refer to
Good Shepherd Health System (GSHS) unless otherwise noted.
Financial covenants in GSMC's bank and bond documents are
calculated on an Obligated Group basis.

Summary Rating Rationale

The rating downgrade reflects the severity of the liquidity risks
GSHS faces related to the necessity of forbearance agreements to
avoid debt acceleration; a material and rapid decline in financial
performance through year-to-date fiscal year (FY) 2014, resulting
in significant miss to budget; sizeable patient volume losses and
related market share decline; and the expectation that the
organization will not return to profitability until FY 2016. The
rating remains under review for further downgrade reflecting
acceleration risk related to the short tenure of the current
forbearance agreements, which expire July 31, 2014. Further rating
action will be informed by the length and terms of new forbearance
agreements, including any additional liquidity constraints new
agreements place on the organization. If GSHS is unable to enter
into new agreements with the banks, the organization is at risk of
triggering an event of default, cross defaults and possible
acceleration of both its variable and fixed rate bonds.

Positive factors that mitigate a further downgrade at this time
include GSHS's size and comprehensive service array supporting its
leading position in the service area, the absence of sizeable off-
balance sheet operating leases and pension liabilities, and a new
management team with detailed performance improvement initiatives
which are expected to result in cost reductions and revenue
enhancements as well as long-term strategies to recapture lost
volume.

Challenges

-- The organization has a rating covenant in the Series 2004
Reimbursement Agreement with JP Morgan Chase Bank, N.A. Violation
of this covenant, per the original document, leads to an immediate
event of default, which leads to cross defaults under other bond
documents, potentially causing an acceleration of GSHS's debt.
However, on June 16, 2014 GSHS executed an amendment to the
Reimbursement Agreement and forbearance agreements with JP Morgan
(Series 2004 and 2012B) and Wells Fargo (Series 2012A) on a
temporary basis, avoiding the immediate threat of event of default
and acceleration. Moody's note, however, that these agreements
expire on July 31, 2014, and GSMC will require longer-term
forbearance agreements from the banks to avoid an event of
default.

-- The system's very weak financial performance continues through
year-to-date FY 2014 and is significantly behind budgeted
expectations. Management does not expect the organization to be
profitable until FY 2016.

-- GSMC's local competitor in Longview, which is owned by for-
profit CHS/Community Health Systems Inc. (rated B1), recently
expanded its campus and bought out an independent physician group
that previously split patients between GSMC and Longview Regional.
Some of these physicians still practice at GSHS; however, nine
urologists and orthopedic surgeons left the organization
completely. GSHS has attempted to counteract these physician
departures by recruiting new doctors through an employment model.

-- Due in large part to physician departures, the organization
experienced steep patient volume declines in FY 2013 and year-to-
date FY 2014. Combined inpatient admissions plus observation stays
declined nearly 3%, outpatient surgeries declined 13%, and total
surgeries dropped 4.5% in FY 2013. Volume declines through year-
to-date FY 2014 were significantly worse than budgeted, and the
organization is projecting additional declines in FY 2015 when
Longview Regional completes its facility expansion.

-- Liquidity remains very weak, particularly with respect to
GSHS's significant debt structure risks. Cash-to-debt was 52% as
of FYE 2013 and declined to 47% at March 31, 2014. The
organization has plans to monetize medical office buildings in
order to meet its liquidity covenants.

Strengths

-- Management has taken steps to recruit new physicians to the
organization in the wake of physician departures to the
competitor, and GSHS has implemented a major performance
improvement plan which is expected to result in a return to
profitability in FY 2016.

-- Despite volume losses, GSHS is still the largest provider of
comprehensive services in the area, supporting strategies to
regain market share and physician loyalty.

-- A potential real estate asset monetization in Fall 2014 is
expected to preserve liquidity, allowing the organization to
maintain compliance with its financial covenants. GSHS will likely
lease the facilities under a sale-leaseback transaction.

-- GSHS has limited operating lease and pension obligations.

Outlook

The rating remains under review for further downgrade reflecting
acceleration risk related to the short tenure of the current
forbearance agreements, which expire July 31, 2014. Further rating
action will be informed by the length and terms of new forbearance
agreements, including any additional liquidity constraints new
agreements place on the organization. If Good Shepherd is unable
to enter into new agreements with the banks, the organization is
at risk of triggering an event of default, cross defaults and
possible acceleration of both its variable and fixed rate bonds.

What Could Make The Rating Go UP

A rating upgrade will not occur in the near term due to the
severity of the liquidity risks, length of time expected to
improve weak financial performance, potential for further volume
declines, and modest investment position. Longer-term factors that
could result in an upgrade include eliminating or significantly
reducing liquidity risk, demonstrating a multi-year improvement in
operating performance, stabilizing patient volumes, and growing
unrestricted investments.

What Could Make The Rating Go DOWN

A rating downgrade will occur if the forbearance agreements and
amendment to the Reimbursement Agreement with the banks are not
extended beyond the stated expiration date of July 31, 2014.
Additional factors that could lead to a downgrade include any
contraction in liquidity or restrictions imposed under new
forbearance agreements that pose liquidity risk, violation of any
other covenants in the bank and bond documents, inability to meet
FY 2014 operating performance and balance sheet projections, and
additional physician departures that lead to further volume loss.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


GROUP HEALTH COOPERATIVE: Fitch Raises IDR From 'BB+'
-----------------------------------------------------
Fitch Ratings has upgraded Group Health Cooperative's (GHC) and
subsidiary Group Health Options, Inc.'s (GHO) (collectively Group
Health) Insurer Financial Strength (IFS) ratings to 'BBB' from
'BBB-'.  Fitch has also upgraded the ratings on senior secured
bonds issued by the Washington Health Care Facilities Authority
(WHCFA) on behalf of Group Health, to 'BBB' from 'BBB-'.  The
Rating Outlooks are Stable.

KEY RATING DRIVERS

The rating upgrades reflect significant improvements in Group
Health's financial performance and capitalization metrics that
Fitch believes are tied to process re-design and head-count and
expense reductions the company began implementing in the fourth
quarter of 2012 (1Q'12).  Fitch's view is that while it will be
difficult for Group Health to sustain margins and absolute
earnings at current levels, especially in light of industry-wide
pressures contributing to Fitch's negative health insurance sector
outlook, and pressures the company may face as a non-profit
company, margins and earnings will remain supportive of the 'BBB'
category ratings.

Fitch uses a group rating methodology and refers financial
strength from GHC to GHO when evaluating the companies' ratings.
In its assessment, Fitch considers GHO a 'core' company within the
Group Health organization and believes that GHC is willing and
able to support GHO financially and operationally.  Fitch
considers GHO a core company in part because it provides the Group
Health organization with a point-of-sale product line that Fitch
views important to the organization's market position.

Fitch's rating of GHC's revenue bonds are notched up by one from
GHC's IDR to reflect an assumption of 'Good' recoveries (as
defined per Fitch criteria) in a default scenario, given the
bonds' security in the form of a security interest in the
company's gross receivables and liens on certain real estate and
equipment assets.  Thus, the revenue bonds are rated at the same
level as GHC's IFS rating, since policyholder recoveries are also
assumed to be 'Good' as per customary Fitch practice.

Financial Performance: Group Health's financial performance
through 1Q'14 was strong, continuing 2013's favorable trends.
Based on these results and given Group Health's longer-term
performance trends, Fitch views the company's financial
performance as supportive of 'BBB' category IFS ratings.  Through
1Q'14 the company generated $80 million of EBITDA and an EBITDA-
to-revenue margin of 8.5%.  In 2013, Group Health generated $223
million of EBITDA and an EBITDA-to-revenue margin of 6.0%.  In
contrast, from 2009 through 2012 Group Health's EBITDA averaged
$59 million and its EBITDA-to-revenue margin averaged 1.8% as the
company struggled to control the cost of healthcare provided by
providers from outside its vertically integrated healthcare
delivery model.

Capitalization and Leverage: Group Health's capitalization and
leverage metrics improved materially over the last 12-15 months
and are supportive of 'A' category ratings.  Fitch attributes the
improvements to strong earnings and a decline in pension plan
liabilities due to market conditions and plan changes.  At year-
end 2013 the company's NAIC risk-based capital (RBC) ratio was
405% (on a company-action level basis) compared to 208% at year-
end 2012.  In addition, Group Health's annualized debt-to-EBITDA
ratios at March 31, 2014 and Dec. 31, 2014 were 0.4x and 0.6x,
respectively.  From 2009 through 2012 the company's debt-to-EBITDA
ratio averaged 2.7x.

Debt-Service Capabilities and Financial Flexibility: Group
Health's debt-service capabilities are supportive of 'A' category
ratings reflecting relatively modest annual interest and
amortization payments of $12 million per year through 2019.  The
company is a party to an interest rate swap contract that in
recent years of declining interest rates has reduced its interest
expense.  Excluding the impact of the interest rate swap contract,
Group Health's operating EBITDA-based interest coverage ratios
through March 31, 2014 and in 2013 were very strong at 68.2x and
22.3x, respectively.  From 2009 through 2012 this ratio averaged a
much weaker 3.5x.

Market Position and Size/Scale Characteristics: Fitch continues to
believe that Group Health's market position and size/scale
characteristics correspond to Fitch's 'Small' categorization.
'Small' market position and size and scale characteristics are
typically considered supportive of 'BBB' category IFS ratings.
Key considerations in Fitch's assessment of Group Health's market
position and size/scale characteristics include diversity of
enrollment across commercial and government market products,
geographic concentration of enrollment, and market share and size
of the company's enrollment and revenue bases.

Group Health's enrollment consists primarily of employer group
business but includes a meaningful mix of Medicare and individual
insurance.  The company's enrollment is geographically
concentrated in Washington where, based on both enrollment and
direct health premiums, it maintains market shares in excess of
10%.  The company's market position is bolstered by its vertically
integrated healthcare delivery system which includes both employee
care providers and care providers provided by an independent
medical group that contracts exclusively with Group Health.
Fitch's view is that this integrated delivery system and its
aligned medical group and ambulatory facilities should allow Group
Health to better leverage its position and manage costs in its
geographically concentrated market.

RATING SENSITIVITIES

   -- Fitch currently maintains a negative sector rating on the
      U.S. health insurance and managed care industry reflecting
      expectations for industry-wide margin pressure largely
      derived from the Affordable Care Act's implementation.  Key
      considerations in evaluating Group Health's ratings for
      upgrades over the next 12-24 months center on the company's
      ability to overcome these pressures and to maintain
      financial performance and capitalization metric trends that
      continue to be favorable in comparison to expectations for
      the company's current ratings.

Specifically, factors that could lead to rating upgrades include
Group Health generating the following on a sustained basis:

   -- EBITDA/revenue margins greater than 5%;
   -- Net income/average capital ratios greater than 5%;
   -- Debt-to-EBITDA ratios and debt-to-capital ratios that are
       less than 3.0x and 20%, respectively;
   -- EBITDA-based interest coverage ratios that exceed 7x; and
   -- Maintaining key contracts with the state of Washington that
      contribute significantly to enrollment.

Key rating triggers that could lead to a downgrade include run-
rate:

   -- EBITDA/revenue margins that are less than 3%;
   -- Net income/average capital ratios that are less than 3%;
   -- NAIC RBC ratios (company action level basis) below 200%;
   -- Debt-to-EBITDA ratios and debt-to-capital ratios greater
      than 3.0x and 25%, respectively; and
   -- Loss of key contracts with the state of Washington that
      contribute significantly to enrollment.

In addition, the revenue bonds ratings could be downgraded if
Fitch changed its recovery assumption to a level lower than
'Good', should new information become available that indicated
recoveries may be lower than currently assumed.  Fitch notes
possible future recoveries are difficult to estimate given lack of
regulatory precedent on how funds would be disbursed in a
liquidation among policyholders and secured creditors.

Fitch has upgraded the following ratings:

   -- $98 million series 2006 revenue bonds issued by the
      Washington Health Care Facilities Authority on behalf of
      Group Health Cooperative to 'BBB' from 'BBB-';

   -- $35 million series 2001 revenue bonds issued by the
      Washington Health Care Facilities Authority on behalf of
      Group Health Cooperative to 'BBB' from 'BBB-';

Group Health Cooperative
   -- IFS to 'BBB' from 'BBB-';
   -- IDR to 'BBB-' from 'BB+'.

Group Health Options, Inc.
   -- IFS to 'BBB' from 'BBB-'.


HALEK ENERGY: Law Firms Continue Fight for Gas Scheme Victims
-------------------------------------------------------------
Nowak & Stauch, LLP and Deans & Lyons, LLP are continuing the
fight that began in 2008 to recover for victims of the Halek
Energy oil and gas scheme that defrauded hundreds of investors out
of tens of millions of dollars.

On February 19, 2014, Halek Energy, LLC, finally emerged from
bankruptcy.  Notably absent, however, was the company's founder
and namesake, Jason Halek.  Mr. Halek started the company in 2002
under the name Halek's Truck, LLC, which was later changed to
Halek's Enterprises, LLC, and finally Halek Energy, LLC in 2008.
Halek had previously operated a "tote the note" used car operation
in Dallas, Texas.  He later decided to make his fortune in the oil
and gas business during the frenzied days of the Barnett Shale
play.  Halek Energy utilized a series of private placement
memoranda to sell investments in Texas oil and gas projects that
the Securities and Exchange Commission would later determine to be
"false and misleading" in an effort to lure investors into working
interest oil and gas projects.  In total, Halek, through his
affiliated companies Halek Energy and CBO Energy, had raised at
least $21,452.137 in ill-gotten investor funds.

Halek Energy was eventually targeted by the SEC and by "Operation
Broken Trust," a nationwide operation organized by the Financial
Fraud Enforcement Task Force and the United States Department of
Justice.  Unfortunately, by that time, much of the investor money
was already gone; some investors had given Halek Energy all of
their retirement savings.  Mr. Halek and his Company would later
enter into a consent judgment with the SEC that prevented him from
denying that he committed fraud in any proceeding in which the SEC
was a party.

The civil action filed by the SEC in the US District Court for the
Northern District in Dallas ultimately led to Jason Halek, Halek
Energy, and CBO Energy being held jointly and severally liable for
disgorgement of $21,452,137, plus pre-judgment interest of
$5,048,920.17, in connection with the scheme.  Jason Halek was
also required to pay a $50,000.00 civil penalty.  On August 5,
2013, the United States Court of Appeals for the Fifth Circuit
issued an opinion that affirmed the disgorgement order and final
judgment against Mr. Halek, thwarting Mr. Halek's last attempt to
avoid disgorgement.

Not long after the SEC had filed its enforcement proceeding, Halek
Energy was defending claims from its investors in both state and
federal courts.  The law firms of Nowak & Stauch and Deans & Lyons
were engaged by a number of investors victimized by the Halek
Energy scheme.  Several lawsuits were filed in state court and
arbitration proceedings were initiated with AAA, all in an effort
to bring some relief to investors who had lost millions of dollars
as a result of false and misleading tactics employed by Halek
Energy.

                      Halek Gets Drilled

Halek Energy's scheme was built upon slick brochures full of
false, misleading statements, inflated budgets and unrealistic
expectations.  And it worked really well.  It worked so well, in
fact, that Halek Energy and other affiliated entities were able to
raise more than $21 million between June 2007 and September 2009,
making millions even while they drilled multiple dry holes for the
investors.  Ironically, things began to crumble when Halek Energy
actually struck oil in Jack County, and completed the most
prolific well in the history of that county.

For Halek Energy, hitting this gusher was a chance to turn Halek
Energy into a legitimate oil and gas company.  But for investors
and creditors who had suffered from the investment scheme,
including the SEC, these Jack County wells, which were producing
more than $1 million per month by the end of 2010, were the much-
needed assets that provided some hope of a recovery through
litigation.  Up to that point, the state court litigation and
arbitration efforts against Halek and his affiliated companies had
failed to force any change.

In late 2010, Nowak & Stauch and Deans & Lyons decided to strike
at the heart of the company and its newly-developed wells in Jack
County, Texas.  Unfortunately, most of Halek Energy's investors
were not investors in these Jack County wells.  Employing the
seldom-used but highly effective theory of constructive trust, the
law firms filed suit on behalf of a small subset of clients who
had invested in the Jack County wells, claiming that all investor
funds had been comingled and used to drill new wells, and that the
production from such new wells must be preserved in a constructive
trust for the benefit of all investors whose money had made the
drilling of the new wells possible.  Although the imposition of a
constructive trust upon the Jack County operations of Halek Energy
would be devastating, the Court granted a Temporary Restraining
Order that shut down the Company's operations and suspended any
further revenue distributions over the holidays in 2010.  In
retaliation, Mr. Halek and his lawyers filed suit against the bond
posted in support of the injunctive relief, and added claims
against attorneys Tom Stauch and Michael Lyons, individually.
Following a temporary injunction hearing in February 2011, the
Court found there was sufficient evidence to support an injunction
against Mr. Halek and Halek Energy for the alleged fraud, and
ordered the Company to suspend certain revenues, produce financial
records, and submit to a financial audit.  In the face of this
ruling, Halek Energy filed for Chapter 11 bankruptcy protection,
attempting to remain a debtor in possession and avoid certain
obligations, including the state court order to turn over the
Company's books and records.

Once before the U.S. Bankruptcy Court for the Northern District of
Texas in Fort Worth, however, the law firms petitioned the Court
to appoint a Chapter 11 Trustee to preside over and operate the
company and take away control of the company from Jason Halek.
Once Halek Energy initiated Bankruptcy proceedings, the SEC
entered an appearance as a creditor, which prevented Jason Halek
from denying that he or Halek Energy had committed fraud, in
accordance with the prior consent judgments.  With nowhere to run,
and no more legal maneuvers to avoid a trial, Mr. Halek and Halek
Energy were forced to deal with the investor victims through the
bankruptcy court process.  Through a series of negotiated
settlements, the group of more than 30 claimants represented by
Nowak & Stauch and Deans & Lyons were assigned the ownership
interests of Halek Energy.

Still Fighting to Maximize the Clients' Recovery

Halek Energy was left with several operating wells but a severe
cash shortage courtesy of the previous management -- a firm that
was contracted by the bankruptcy trustee.  Although there was a
$21 million disgorgement judgment in the SEC case, none of those
millions were available to distribute to those injured by the
scheme.  To make matters worse, the wells that had been producing
at a rate of $1 million per month when the bankruptcy began were
nearly all shut in by the time the bankruptcy trustee turned the
Company over to the law firms in 2013.  Determined to recover for
their clients, the firms set out to sell the Company's remaining
leasehold interests and wells.  When the trustee's efforts failed
to produce more than a salvage value offer, Stauch took over the
process of selling the Company's assets, and negotiated a sale
price more than seven times higher, including retention of
overriding royalties on all existing and future wells on the
Jack County leases.

Even in the face of being sued personally by Halek's lawyers,
Stauch and Lyons never backed down, and those claims were later
dismissed.  "From the beginning, our goal has been, and continues
to be, maximizing the recovery for our clients.  Through the
five-year fight, we've had some ups and downs, but we never
wavered in our commitment to pursue justice for these folks.  I'm
proud of our team and the results we achieved," reflects Tom
Stauch.  Michael Lyons adds, "Helping investors who have been the
victims of securities fraud can sometimes be a daunting task.  The
bad guys will employ virtually every strategy to avoid liability
and to delay recovery.  Returning the Company and the only
meaningful assets that remained to our clients is a satisfying
feeling, but, more importantly, it gives these investors some
satisfaction in knowing that the perpetrators involved in this
scheme didn't get away with it."

"I am so thankful for the efforts of these lawyers," says Gregory
Kitchen, "and am glad I decided to retain them to represent me.
Without their tireless work over five years, and their most
professional handling of all aspects of this complex case, there
would have been no recovery at all."  Of the more than 300
investors who trusted Halek with their money, only those who
trusted the lawyers at Nowak & Stauch and Deans & Lyons were able
to recover by sharing in the ownership of the Company after the
bankruptcy.

Nowak & Stauch, LLP and Deans & Lyons, LLP are Dallas-based law
firms with a focus on complex commercial litigation and seeking
justice for victims of securities fraud.


HAMPTON ROADS: Shareholders Elect 12 Directors
----------------------------------------------
The annual shareholders' meeting of Hampton Roads Bankshares,
Inc., was held on June 12, 2014, at which the shareholders:

   (a) elected James F. Burr, Patrick E. Corbin, Henry P. Custis,
       Jr., Douglas J. Glenn, Robert B. Goldstein, Hal F. Goltz
       Stephen J. Gurgovits, Charles M. Johnston, William A.
       Paulette, John S. Poelker, Billy G. Roughton, and Lewis
       Witt;

   (b) ratified the appointment of KPMG LLP as the Company's
       independent auditors for the fiscal year ending Dec. 31,
       2014;

   (c) approved, on an advisory basis, a proposal endorsing the
       compensation of the Company's named executive officers as
       disclosed in the Company's 2014 proxy statement; and

   (d) recommended, on an advisory basis, to hold an advisory vote
       on the compensation of the Company's named executive
       officers on an annual basis.

                   About Hampton Roads Bankshares

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

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


HARRIS LAND: Pulaski County Collector May Pursue Tax Sales
----------------------------------------------------------
The Bankruptcy Court on June 12, 2014, granted creditor Pulaski
County Collector of Revenue relief from automatic stay with
respect to these properties of Harris Land Development, LLC:

   -- Lot 42 Heritage Estates;
   -- Lot 43 Heritage Estates;
   -- Lot 44 Heritage Estates;
   -- Lot 48 Shady Oaks;
   -- Lot 36 Heritage Estates;
   -- Lot 37 Heritage Estates;
   -- Lot 38 Heritage Estates;
   -- Lot 39 Heritage Estates;
   -- Lot 40 Heritage Estates;
   -- Lot 41 Heritage Estates; and
   -- 30 acres located in the Liberty Heights subdivision.

Terri Mitchell, Pulaski County Collector of Revenue, sought relief
from the stay to proceed with real property tax sales in August
2014, or in the alternative, for an order dismissing the Debtor's
case or converting the case to a Chapter 7 case.

According to the Revenue Collector, the Debtor has not paid real
estate taxes for four years on these parcels of real estate
located in Pulaski County, Missouri:

         A. Lot 42 Heritage Estates;
         B. Lot 43 Heritage Estates;
         C. Lot 44 Heritage Estates; and
         D. Lot 48 Shady Oaks.

The Debtor has not paid real estate taxes for five years on these
parcels of real estate:

         A. Lot 36, Heritage Estates;
         B. Lot 37 Heritage Estates;
         C. Lot 38 Heritage Estates;
         D. Lot 39 Heritage Estates;
         E. Lot 40 Heritage Estates;
         F. Lot 41 Heritage Estates; and
         G. 30 acres located in the Liberty Heights subdivision.

As of April 21, the total real estate taxes and penalties on the
real estate listed was $204,935 and all the taxes and penalties
had accrued prior to the commencement of this bankruptcy case.

The Revenue Collector asked the Court to terminate the automatic
stay prior to June 15, so that it may publish notice and sell the
named real estate at the August 2014 tax sale.

Meanwhile, the Court in a ruling on the motion of Midwest
Independent Bank for relief from stay regarding multiple tracts in
Shady Oaks Subdivision, said on May 14 that the parties have
settled the matter.

                About Harris Land Development, LLC

Harris Land Development, LLC, sought Chapter 11 protection (Bankr.
W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28,
2014, without stating a reason.  The Debtor disclosed $16,534,000
in assets and $11,107,302 in liabilities as of the Chapter 11
filing.  This is Harris Land's second trip to bankruptcy.  The
first bankruptcy was in September 2010 in In Re Harris Land
Development, LLC, Case No. 10-62322 (Bankr. W.D. Mo.)


HARRIS LAND: To Hire Broker to Sell Sabal Fin'l Collateral
----------------------------------------------------------
In the Chapter 11 case of Harris Land Development, LLC, the
Bankruptcy Court approved a stipulation between the Debtor and
Sabal Financial Group, L.P., as special servicer and authorized
agent for lender CADC/RADC Venture 2011-1.

The stipulation provides that, among other things:

   1. The Debtor will immediately engage a real estate broker to
market and sell the properties, and the broker will be acceptable
to the lender, in the lender's discretion.

   2. The deadline for the Debtor to close the sale of each of the
Properties will be Dec. 12, 2014.

   3.  Upon closing, the proceeds of the sale of each of the
properties will be paid directly to the lender for application to
the amounts owing by the Debtor to the lender under the Notes and
Deeds of Trust, including principal, interest, late charges,
attorneys' fees, other costs of enforcement and any other amounts
owing under the Notes, Deeds of Trust and any other related loan
documents, until all such amounts are indefeasibly paid in full.

   4. In the event the Debtor has not closed on a sale of the
properties by Dec. 12, 2014, the Debtor will transfer ownership of
the properties to the lender, and the value of the properties will
be applied against the outstanding obligations of the Debtor to
the lender (in an amount to be determined).  Alternatively, the
lender will have the right to foreclose upon the properties or to
exercise any other state-law remedies it may have against the
Properties if the properties are not sold by Dec. 12, 2014, and
the automatic stay is modified to the extent necessary to permit
the lender to proceed with such remedies at such time without
further Court order.

   5. The Debtor will continue to maintain adequate and proper
insurance for the properties until such Properties are sold or are
transferred to the lender.

Sabal Financial asserts an interest in the Debtor's real property
and the Notes and Deeds of Trust.  In particular, the Deeds of
Trust encumber certain parcels of real property in St. Robert,
Pulaski County, Missouri, owned by the Debtor, including:

   i. six four-family residential buildings with these addresses:
124-130 Andrews, 114-120 Andrews, 102-108 Andrews, 105-111
Andrews, 115-121 Andrews, and 125-131 Andrews, St. Robert,
Missouri; also known as Lots 36 through 41 of the Heritage
Estates subdivision;

  ii. certain additional lots and vacant land in the Heritage
Estates subdivision, St. Robert, Missouri, which is adjacent to
the Andrews Property (the Heritage Estates Property); and

iii. approximately 350 acres of undeveloped land in the Liberty
Heights subdivision, St. Robert, Missouri.

Sabal Financial had filed papers with the Court, seeking to
protect its rights and to exercise its contractual and state-law
remedies with respect to the Debtor's real property constituting
its collateral.

Sabal Financial is represented by:

         Mark G. Stingley, Esq.
         Cullen K. Kuhn, Esq.
         BRYAN CAVE LLP
         3800 One Kansas City Place
         1200 Main Street
         Kansas City, MO 64105
         Tel: (816) 374-3200
         Fax: (816) 374-3300
         E-mail: mgstingley@bryancave.com
                 ckkuhn@bryancave.com

The Debtor is represented by:

         Ariel Weissberg, Esq.
         WEISSBERG AND ASSOCIATES, LTD.
         401 S. LaSalle St., Suite 403
         Chicago, IL 60605
         Tel: (312) 663-0004
         Fax: (312) 663-1514
         E-mail: ariel@weissberglaw.com

                About Harris Land Development, LLC

Harris Land Development, LLC, sought Chapter 11 protection (Bankr.
W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28,
2014, without stating a reason.  The Debtor disclosed $16,534,000
in assets and $11,107,302 in liabilities as of the Chapter 11
filing.  This is Harris Land's second trip to bankruptcy.  The
first bankruptcy was in September 2010 in In Re Harris Land
Development, LLC, Case No. 10-62322 (Bankr. W.D. Mo.)


HARDWICK CLOTHES: Allan Jones Acquires Business Out of Bankruptcy
-----------------------------------------------------------------
Check Into Cash on June 18 disclosed that America's oldest maker
of tailor-made clothing has a new lease on life, thanks to the man
who's been called "the pioneer of payday lending."

Cleveland, TN, entrepreneur Allan Jones acquired 134-year-old
Hardwick Clothes earlier this week and vowed to pump new energy
into the once-famous company that had recently fallen into
bankruptcy.

            An iconic Cleveland business since 1880

C.L. Hardwick founded two Cleveland, TN, businesses in the 19th
century: Hardwick Stoves in the 1870s and Hardwick Clothes in
1880.  Hardwick put his two sons in control of the businesses:
George L. Hardwick ran the clothing company, while Joseph H.
Hardwick ran Hardwick Stove.

Maytag acquired Hardwick Stove in 1981.  Hardwick Clothes remained
in the family, owned by approximately 70 Hardwick heirs, until the
Jones acquisition.  The clothing company once boasted 900
employees; its current workforce numbers approximately 225.

Mr. Jones was attracted to Hardwick, he said, because it was the
oldest business of its kind in America.

"I am convinced the pendulum is swinging back to 'Made in
America,' after the Men's Wearhouse acquisition of Joseph Abboud ?
one of America's traditional suitmakers," Mr. Jones said.

Mr. Jones noted that at one time, Hardwick was renowned for having
the best blazer in the world.  He intends to help the blazer
regain its prominence by using better materials and buttons.

Mr. Jones paid $1.9 million for the company's assets through Jones
CapitalCorp LLC, but acknowledged it's going to take much more
than that to turn the company around.  He has conducted a national
search for a new chief executive officer for the company, and
intends to make an announcement soon.

  Cleveland entrepreneur a legendary success in consumer lending

Mr. Jones is best known as the founder, chairman and CEO of Check
Into Cash, the second largest payday lender in the nation.

His career began at the age of 20 after he left college to help
his father (who was suffering from emphysema) stabilize the
family's small, manually operated credit bureau located in his
hometown of Cleveland.

Mr. Jones purchased the family's credit collection agency in 1977
and grew it to the largest credit bureau databases in the state.
He sold the credit reporting side of the business to Equifax (EFX)
in 1988, retaining the company's name and collection agency, along
with most of the staff.  He then built the company to be the
largest in Tennessee, with offices from Memphis to Atlanta.
Mr. Jones sold the company in 1998.

Mr. Jones founded Check Into Cash in 1993, and the company grew to
include 1,300 stores nationwide.  His prominent role in the
development of the payday lending industry brought Mr. Jones into
the national spotlight, and he was credited for pioneering the
concept of the nation's first monolined payday lending company.

The Los Angeles Times once called Jones the "granddaddy" of the
payday industry. In 2005, he was on BusinessTN magazine's "Power
100" list, and has appeared on the list consistently with the
nickname "The King of Cash."

Although Mr. Jones is known as the pioneer of payday lending, his
companies offer a variety of products in the micro-lending
field -- what Mr. Jones describes as "small loans for short
periods of time."

              A promising future for Hardwick Clothes

Thomas H. Hopper, the chairman and president of Hardwick Clothes,
said he would remain with the company as Jones takes the reins.

"Allan Jones brings real enthusiasm and excitement, and it's just
what Hardwick needed," said Mr. Hopper.  "We can now move forward
as an even stronger company and regain our national prominence.
Our employees are excited about the future."

                       About Hardwick Clothes

Hardwick Clothes, founded in Cleveland Tennessee in 1880, is the
oldest privately held mens apparel manufacturer in America.


HERON LAKE: Posts $6.4 Million Net Income in First Quarter
----------------------------------------------------------
Heron Lake Bioenergy, LLC, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $6.39 million on $39.14 million of revenues for the
three months ended April 30, 2014, as compared with a net loss of
$922,122 on $35.49 million of revenues for the same period last
year.

As of April 30, 2014, the Company had $69.14 million in total
assets, $29.17 million in total liabilities and $39.96 million in
total members' equity.

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

                        http://is.gd/uscC5Q

                          About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73
percent of Agrinatural Gas, LLC, the pipeline company formed to
construct, own, and operate a natural gas pipeline that provides
natural gas to the Company's ethanol production facility through a
connection with the natural gas pipeline facilities of Northern
Border Pipeline Company in Cottonwood County, Minnesota.  Its
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process approximately 18.0
million bushels of corn each year, producing approximately 50
million gallons per year of fuel-grade ethanol and approximately
160,000 tons of distillers' grains with soluble.

Heron Lake reported net income of $2.26 million on $163.76 million
of revenues for the year ended Oct. 31, 2013, as compared with a
net loss of $32.35 million on $168.65 million of revenues for the
year ended Oct. 31, 2012.

Boulay PLLP, in Minneapolis, Minnesota, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Oct. 31, 2013.  The independent auditors noted that
the Company has incurred losses due to difficult market conditions
and had lower levels of working capital than was desired.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                        Bankruptcy Warning

"Our loan agreements with AgStar are secured by substantially all
business assets and are subject to various financial and non-
financial covenants that limit distributions and debt and require
minimum debt service coverage, net worth, and working capital
requirements.  The Company was in compliance with the covenants of
its loan agreements with AgStar as of October 31, 2013.  In the
past, the Company's failure to comply with the covenants of the
master loan agreement and failure to timely pay required
installments of principal has resulted in events of default under
the master loan agreement, entitling AgStar to accelerate and
declare due all amounts outstanding under the master loan
agreement.  If AgStar accelerated and declared due all amounts
outstanding under the master loan agreement, the Company would not
have adequate cash to repay the amounts due, resulting in a loss
of control of our business or bankruptcy," the Company said in its
annual report for the year ended Oct. 31, 2013.


HOPEWELL BUSINESS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                       Case No.
     ------                                       --------
     Hopewell Business Center, LLC                14-07040
     8913 E. Martin Luther King Blvd.
     Tampa, FL 33610

     Hopewell Enterprises, LLC                    14-07041
     8913 E. Martin Luther King Blvd.
     Tampa, FL 33610

Chapter 11 Petition Date: June 18, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtors' Counsel: Michael J Hooi, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 E. Madison St. Ste. 200
                  Tampa, FL 33602
                  Tel: 813-229-0144
                  Email: mhooi.ecf@srbp.com

                                 Estimated      Estimated
                                  Assets       Liabilities
                               -----------     -----------
Hopewell Business Center, LLC  $500K-$1MM      $1MM-$10MM
Hopewell Enterprises, LLC      $1MM-$10MM      $1MM-$10MM

The petitions were signed by Carl Larson, trustee, managing
member.

Hopewell Business Center listed Angela F. North & Co., P.A., as
its largest unsecured creditor holding a claim of $975.


HOSPITAL ACQUISITION: S&P Revises Outlook to Pos. & Affirms B- CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Hospital Acquisition LLC (dba LCI Holding Co. LLC) to positive
from stable.  At the same time, S&P affirmed the 'B-' corporate
credit rating.

"We revised the outlook on Hospital Acquisition based on the
company's improved financial results and cash flow since its
emergence from bankruptcy," said credit analyst David Peknay.
"Our revised expectations now incorporate our belief that free
cash flow could increase to, and sustained at least $10 million.
Moreover, we expect margins could increase at least 100 basis
points, improving debt to EBITDA to the low-5x area from the
current level near 6x."

The positive outlook reflects the company's recent results and
S&P's increased confidence that despite its short track record
since its emergence from bankruptcy, the company will increase its
EBITDA margin and generate sustained free cash flow.  To achieve
this improvement, the company must manage risks related to a
difficult reimbursement environment or other regulatory hurdles
that might arise.

Upside Scenario

S&P could raise the rating if the company succeeds in meeting its
base-case forecast.  S&P would have to be confident that the
company would continue to operate at that level and that leverage
would decline below 5x.  This would strengthen S&P's belief that
the company's financial risk profile is more consistent other
companies with an "aggressive" financial risk profile.

Downgrade Scenario

S&P would revise the outlook back to stable if revenue growth is
lower than it expected and the company is unable to improve its
margins.  This could be the result of unexpected adverse
reimbursement cuts for either its Medicare or commercial patients.
Such a development might also prevent the company from achieving
S&P's cash flow target.  S&P believes such a scenario could cause
the company's financial risk profile to remain "highly leveraged".


HOWARD PAUL IVANY: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Petitioner: Schonfeld Inc.

Chapter 15 Debtor: Howard Paul Ivany
                   85 Ferguson Road RR #1
                   Kirkfield, Ontario KOM 2BO Canada

Chapter 15 Case No.: 14-02948

Chapter 15 Petition Date: June 17, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Chapter 15
Petitioner's
Counsel:
                    Phillip M Hudson, III, Esq.
                    ARNSTEIN & LEHR LLP
                    200 South Biscayne Boulevard, Suite 3600
                    Miami, FL 33131
                    Tel: (305) 374-3330
                    Fax: (305) 374-4744
                    Email: pmhudson@arnstein.com

Estimated Assets: not indicated

Estimated Debts: not indicated

A full-text copy of the Chapter 15 petition is available for free
at http://bankrupt.com/misc/flmb14-02948.pdf


HUNTER DONALDSON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Hunter Donaldson, LLC
        P.O. Box 39
        Brea, CA 92821-0039

Case No.: 14-07050

Chapter 11 Petition Date: June 18, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Stephen R Leslie, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: 813-229-0144
                  Email: sleslie.ecf@srbp.com

                    - and -

                  B Michael Bachman, Jr., Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: 813-229-0144
                  Email: mbachman.ecf@srbp.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Tim Carda, managing member.

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


HYDROCARB ENERGY: Incurs $1.6-Mil. Net Loss in Third Quarter
------------------------------------------------------------
Hydrocarb Energy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.59 million on $1.05 million of revenues for the three months
ended April 30, 2014, as compared with a net loss of $958,084 on
$1.38 million of revenues for the same period in 2013.

For the nine months ended April 30, 2014, the Company had a net
loss of $4.46 million on $3.88 million of revenues as compared
with a net loss of $36.47 million on $5.10 million of revenues for
the same period during the prior year.

The Company's balance sheet at April 30, 2014, showed $26.73
million in total assets, $15.22 million in total liabilities and
$11.50 million in total equity.

"Management was unable to obtain certain of the business
information necessary to complete the preparation of the Company's
Form 10Q for the quarter ended April 30, 2014, and the review of
the report by the Company's auditors in time for filing.  Such
information is required in order to prepare a complete filing.  As
a result of this delay, the Company is unable to file its
quarterly report on Form 10Q within the prescribed time period
without unreasonable effort or expense," the Company said in a
Form 12b-25 filed with the SEC prior to the Form 10-Q filing.

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

                        http://is.gd/sl9V61

On June 13, 2014, Christine P. Spencer was appointed chief
accounting officer of Hydrocarb Energy.

Christine P. Spencer, 58, has been the controller of Hydrocarb
Energy Corp. since February of 2013.  During the previous four
years, she was controller of Platinum Pressure Pumping, an
oilfield service company, for approximately two years, and
controller of Holden Roofing Company, a residential and commercial
roofing company, prior to that.  Ms. Spencer is a certified public
accountant in Texas and has over 37 years of public and private
accounting experience.  Ms. Spencer has a BAccy from the
University of Illinois.

                       About Hydrocarb Energy

Hydrocarb Energy, formerly known as Duma Energy Corp, is a
publicly-traded Domestic and International energy exploration and
production company targeting major under-explored oil and gas
projects in emerging, highly prospective regions of the world.
With exploration concessions in Africa, production in Galveston
Bay and Oil Field Services in the United Arab Emirates, the
Company maintain offices in Houston, Texas, Abu Dhabi, UAE and
Windhoek, Namibia.

Duma Energy incurred a net loss of $40.47 million for the year
ended July 31, 2013, a net loss of $4.57 million for the year
ended July 31, 2012, and a net loss of  $10.28 million for the
year ended July 31, 2011.


INCRED-A-BOWL: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Incred-A-Bowl, L.L.C.
           fdba Trail Winds Center, LLC
        8560 W. 151st Street
        Overland Park, KS 66223

Case No.: 14-21440

Chapter 11 Petition Date: June 18, 2014

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Hon. Dale L. Somers

Debtor's Counsel: Colin N. Gotham, Esq.
                  EVANS & MULLINIX, P.A.
                  7225 Renner Road, Suite 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  Fax: (913) 962-8701
                  Email: Cgotham@emlawkc.com

Total Assets: $5.23 million

Total Liabilities: $7.80 million

The petition was signed by Danny L. Jackson, member/owner.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ksb14-21440.pdf


IZEA INC: CEO Buys 20,000 Common Shares
---------------------------------------
Edward H. Murphy, Izea, Inc.'s president and chief executive
officer, on June 13, 2014, purchased 20,000 shares of the
Company's common stock in the open market for a total purchase
price of $9,400 ($0.47 per share) for investment purposes.

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

IZEA reported a net loss of $3.32 million on $6.62 million
of revenue for the 12 months ended Dec. 31, 2013, as compared with
a net loss of $4.67 million on $4.95 million of revenue during the
prior year.  The Company's balance sheet at March 31, 2014, showed
$13.16 million in total assets, $16.44 million in total
liabilities and a $3.27 million total stockholders' deficit.


KANGADIS FOOD: Hires Fox Rothschild as Litigation Counsel
---------------------------------------------------------
Kangadis Food Inc. seeks authority from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Fox Rothschild LLP
as its special counsel to provide legal services primarily
relating to two pending litigations to which the Debtor is a
party.

The Debtor seeks to employ Fox as special counsel to assist with
respect to two: (i) Ebin et al v. Kangadis Food Inc., Case No.
1:13-cv-02311 (JSR), currently pending in the United States
District Court for the Southern District of New York; and (ii)
Kangadis Food, Inc. d/b/a The Gourmet Factory v. Utica National
Assurance Company, Index No. 060158/2014, currently pending the
Supreme Court of the State of New York, County of Suffolk.
Additionally, the Debtor seeks to employ Fox to represent it with
respect to any proceedings in the case relating to the Class
Action, including but not limited to, representing the Debtor with
respect to the Debtor?s motion to estimate any claim arising from
the Class Action.

The Debtor will pay the firm's hourly rates as follows: attorneys
$195 to $895, and paraprofessionals $120 to $360.  The firm also
customarily bills its clients for expenses related to the
rendition of services.  Fox holds an undisputed unsecured claim
against the Debtor in the approximate amount of $343,317.

Gerald E. Arth, Esq., at a partner of the firm Fox Rothschild LLP,
in Philadelphia, Pennsylvania, 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: Employs WeiserMazars as Accountants
--------------------------------------------------
Kangadis Food Inc. seeks authority from the U.S. Bankruptcy Court
for the Eastern District of New York to employ WeiserMazars LLP as
its accountants for the purpose of assisting the Debtor with
respect to accounting, tax, and other financial issues that will
arise during the case.

The Debtor expects that WM will perform, among other services, the
following services in this case:

   (a) Prepare/review of monthly debtor-in-possession operating
       reports and statements of cash receipts and disbursements
       including notes as to the status of tax liabilities and
       other indebtedness;

   (b) Prepare reviewed financial statements as may be required by
       the Debtor?s lender or based on other requirements;

   (c) Review existing accounting systems and procedures and
       establish new systems and procedures, if necessary and
       practical;

   (d) Assist the Debtor in the development of a plan of
       reorganization;

   (e) Assist the Debtor in the preparation of a liquidation
       analysis;

   (f) Appear at creditors' committee meetings, 341(a) meetings,
       and Court hearings, if required;

   (g) Assist the Debtor in the preparation of cash flow
       projections;

   (h) Attend court hearings;

   (i) Conduct claims analysis and reconciliations, and preference
       analyses (if deemed necessary);

   (j) Consult with counsel for the Debtor in connection with
       operating, financial and other business matters related to
       the ongoing activities of the Debtor;

   (k) Prepare tax returns; and

   (l) Perform any other services that may be deemed necessary and
       that are typically performed by a financial advisor for a
       company in bankruptcy.

WeiserMazars' current hourly rates for its services are as
follows:

   Partners/Principals/Managing Directors      $425-$600
   Senior Managers/Directors                   $340-$420
   Managers/Supervisors                        $225-$330
   Seniors                                     $160-$250
   Staff                                       $100-$160
   Paraprofessional                            $100-$160

WeiserMazars will also seek reimbursement for all necessary and
reasonable out-of-pocket expenses.  WeiserMazars has been paid a
retainer prior to the Petition Date, and, as of the Petition Date,
the balance of the retainer was $27,199.

Stephen Latuso, a director of the firm WeiserMazars LLP, in 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: Files List of Largest Unsecured Creditors
--------------------------------------------------------
Kangadis Food Inc. filed with the U.S. Bankruptcy Court for the
Eastern District of New York its list of creditors holding largest
unsecured claims to disclose the following:

Creditor                             Nature of Debt   Claim Amount
--------                             --------------   ------------
Fox Rothschild LLP                   Legal Fees           $352,617
2000 Market Street
20th Floor
Philadelphia, PA 19103-3222
Attn: Geralrd Arth, Partner
Tel: (215) 299-2720
Fax: (215) 299-2150
Email: GArth@foxrothschild.com

CleerkBrook/Tully Environmental Inc. Services               $5,657
972 Nicols Road
Deer Park, NY 11729
Attn: Mike Miller
Tel: (631) 828-00473
Email: MMiller@CleerBrook.us

Aramark Uniform Services             Uniforms               $3,653
AUS North Lockbox
PO Box 28050
New York, NY 10087
Attn: Emily Hubble
Tel: (800) 504-0328
Email: Emily.Hubble@uniform.aramark.com

Ata Freight Line Ltd.                Freight Services       $3,237
1325 Franklin Avenue
Suite 500
Garden City, NY 11530
Attn: Kelly Turpin
Tel: (718) 995-3855
Email: k.turpin@atafreight.com

Adco Paper & Packaging Co.           Packaging              $2,888
1109 Metropolitan Avenue
Brooklyn, NY 11211
Attn: Harry Carter, Sr.
Tel: (718) 599-1500
Email: harrycarter@gmail.com

Cell-Park                            Boxes                  $2,214
850 Union Avenue
Bridgeport, CT 06607
Tel: (203) 334-3500
Fax: (203) 367-5266

Manufacturers Corrugated Box Co.     Boxes                  $1,608
58-30 57th Street
Maspeth, NY 11378
Tel: (718) 894-7200
Fax: (718) 894-2567

Emerald Signs                        Truck Signs            $1,524
16-32 Decatur Street
Ridgewood, NY 11385
Attn: Lana
Tel: (718) 366-8100
Email: emeraldsigns@yahoo.com

EcoPlast LLC                         Box supplier           $1,297
4619 Surf Avenue
Brooklyn, NY 11224
Attn: Josh Lefkowitz
Tel: (718) 996-1800
Email: jl@ecoplast.us

ZEP Manufacturing Co.                Cleaning Supplies        $914
PO Box 299
Springfield, NJ 07081
Attn: Lenny Albert
Tel: (516) 532-0350
Email: Leonard.Albert@zep.com

Glove Planet                         Gloves                  $856
319 West Ontario
Chicago, IL 60654
Attn: Angela Pappas
Tel: (800) 848-0616
Email: apappas@gloveplanet.com

Suffolk County Water Authority       Water Supply            $761
2045 Route 112
Suite 5
Coram, NY 11727
Tel: (631) 582-2211
Email: info@scwa.com

Just Truck Repairs                   Repairs                 $469
21 Garfield Avenue
Bay Shore, NY 11706
Attn: Janet Tarulli
Tel: (613) 254-8862
Email: jtar2173@optonline.net

AFA Protective Sys. Inc.             Sprinklers              $455
155 Michael Drive
Syosset, NY 11791
Tel: (516) 496-2322
Fax: (516) 496-2848
Email: info@afap.com

Zoro Tools, Inc.                     Machinery Parts         $297
1445 Armour Boulevard
Mundelein, IL 60060
Attn: Amy Nyborg
Tel: (800) 934-2693)
Email: creditservice@zorotools.com

CAL Business Solutions               Prof. IT Services       $232
200 Birge Park Road
Harwinton, CT 06791
Attn: Cindy W. Yung
Tel: (860) 485-0910
Email: cindyY@calzone.com

K&G Power Systems                    Machinery Repair        $219
150 Laser Court
Hauppauge, NY 11788
Tel: (631) 342-1171
Email: sales@kgpowersystems.com

T-Mobile                             Phones                  $185
PO Box 790047
Saint Louis, MO 63179

Hilo Industrial                      Parts Forklifts         $165
345 Oser Avenue
Hauppauge, NY 11788
Attn: Lisa Rivera
Tel: (631) 253-2600
Email: Irivera@hilousa.com

CHEP USA                             Pallet Company          $129
15226 Collections Center
Chicago, IL 60693
Attn: Nicolatte Jassawal
Tel: (866) 855-2437
Email: Nicollate.Jassawal@brambles.com

                        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.


KID BRANDS: Files Chapter 11 Petition to Facilitate Sale
--------------------------------------------------------
Kid Brands, Inc. on June 19 disclosed that it plans to pursue a
sale of substantially all of the assets of the Company, or one or
more of its subsidiaries, facilitated through the filing of
voluntary chapter 11 petitions in the United States Bankruptcy
Court for the District of New Jersey.

As previously announced, Kid Brands had initiated a review of
strategic and financing alternatives, including addressing
under-performing product lines, exploring strategic alliances, the
sale or merger of the Company or one or more of its subsidiaries,
restructuring the Company's current debt, a recapitalization, or
other possible transactions.  The Board of Directors ultimately
determined that pursuing a sale under section 363 of the
bankruptcy code through a chapter 11 filing is in the best
interests of the Company and its stakeholders.

Kid Brands intends to operate its current business in the ordinary
course during the chapter 11 process.  To this end, the Company
has secured commitments for $49 million in debtor-in-possession
("DIP") financing from Salus Capital Partners, LLC and Sterling
National Bank, the Company's existing lenders, which, in addition
to Kid Brands' ongoing cash flow, will enable the Company to fund
its financial obligations after the voluntary petitions are filed,
subject to Bankruptcy Court approval.

Kid Brands has filed with the Bankruptcy Court a series of first
day motions seeking authority to pay associates' wages and
benefits and otherwise manage its day-to-day operations as usual.

Kid Brands suppliers and customers can access additional
information about the Company's chapter 11 filing and sale process
at www.omnimgt.com/KidBrands

Kid Brands is advised in this transaction by
PricewaterhouseCoopers LLP and Lowenstein Sandler LLP.

                     About Kid Brands, Inc.

Kid Brands, Inc. -- http://www.kidbrands.com-- and its
subsidiaries engage in the design, development and distribution of
infant and juvenile branded products.  Its design-led products are
primarily distributed through mass market, baby super stores,
specialty, food, drug, independent and ecommerce retailers
worldwide.

The Company's current operating subsidiaries consist of: Kids
Line, LLC; LaJobi, Inc.; Sassy, Inc.; and CoCaLo, Inc.  Through
these wholly-owned subsidiaries, the Company designs, manufactures
(through third parties) and markets branded infant and juvenile
products in a number of complementary categories including, among
others: infant bedding and related nursery accessories and decor
and nursery appliances (Kids Line(R) and CoCaLo(R)); nursery
furniture and related products (LaJobi(R)); and developmental toys
and feeding, bath and baby care items with features that address
the various stages of an infant's early years, including the
Kokopax(R) line of baby gear products (Sassy(R)).  In addition to
the Company's branded products, the Company also markets certain
categories of products under various licenses, including
Carter's(R), Disney(R), Graco(R) and Serta(R).

The Company's balance sheet at March 31, 2014, showed $80.34
million in total assets, $102.60 million in total liabilities and
a $22.25 million total shareholders' deficit.

                         Bankruptcy Warning

"At March 31, 2014 and December 31, 2013 our cash and cash
equivalents were $0.3 million and $0.2 million, respectively, our
revolving loan availability was $0.9 million and $4.9 million,
respectively, and such availability is currently expected to
remain very tight for the remainder of 2014.  As a result, the
Company has had insufficient capital resources to satisfy
outstanding payment obligations to certain of its
suppliers/manufacturers and other service providers (in an
aggregate amount of approximately $16.5 million), several of which
have demanded payment in writing, are refusing to ship product,
are requiring payment in advance of shipment or production, and/or
are otherwise threatening to take action against the Company,
including terminating their relationship with the Company and/or
initiating legal proceedings for amounts owed (one such supplier
has filed a complaint and another has made a demand for
arbitration, as is described in Note 10).  In connection with
these events, the Company received a notice of breach dated April
25, 2014 from one of LaJobi's material licensors claiming that
LaJobi failed to ship licensed goods to the licensor's customers
as a result of outstanding subcontractor invoices.  All of the
foregoing circumstances (referred to collectively as the "Events
of Default") constituted or may have constituted failures of
conditions to lending and/or events of default under the Credit
Agreement.  Accordingly, the Borrowers, the Agent and the Required
Lenders executed a Waiver and Fifth Amendment to Credit Agreement
as of May 14, 2014 ("Amendment No. 5"), to waive any failures of
conditions to lending and events of default resulting from the
Events of Default.  In addition, in order to increase the amount
of eligible receivables under the Tranche A borrowing base,
Amendment No. 5 further reduces the availability block from $3.5
million to $2.768 million for 30 days (such block will return to
$3.5 million on June 14, 2014, and will revert to its original
amount of $4.0 million on August 1, 2014).  Notwithstanding the
execution of Amendment No. 5, without a significant increase in
available cash, we will continue to be unable to satisfy such
obligations (or similar demands/proceedings instituted for
payment, which are expected to continue) or make such advanced
payments, which will negatively impact our ability to meet our
customers' product demands and likely result in further breaches
of our license agreements and certain of our customers ceasing to
purchase products from us.  All of the foregoing will have a
material adverse effect on our financial condition and results of
operations, and may result in our bankruptcy or insolvency," the
Company stated in the Report.


KID BRANDS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

        Debtor                                Case No.
        ------                                --------
        Kid Brands, Inc.,                     14-22582
        301 Route 17 North, 6th Floor
        Rutherford, NJ 07070

        Kids Line, LLC                        14-22583

        Sassy, Inc.                           14-22585

        I&J Holdco, Inc.                      14-22587

        LaJobi, Inc                           14-22589

        CoCaLo, Inc                           14-22590

        RB Trademark Holdco, LLC              14-22591

Type of Business: Designer, importer, marketer, and distributor of
                  infant and juvenile consumer products.

Chapter 11 Petition Date: June 18, 2014

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

Judge: Hon. Donald H. Steckroth

Debtors' Counsel: Kenneth A. Rosen, Esq.
                  Steven M. Skolnick, Esq.
                  Samuel Jason Teele, Esq.
                  Nicole Stefanelli, Esq.
                  Shirley Dai, Esq.
                  Anthony De Leo, Esq.
                  LOWENSTEIN SANDLER LLP
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: 973-597-2500
                  Fax: 973-597-2400
                  Email: krosen@lowenstein.com
                         jteele@lowenstein.com
                         sskolnick@lowenstein.com
                         nstefanelli@lowenstein.com
                         sdai@lowenstein.com
                         adeleo@lowenstein.com

Debtors'
Financial
Advisor:          PRICEWATERHOUSECOOPERS LLP

Debtors'
Chief
Restructuring
Officer:          Glenn Langberg
                  GRL CAPITAL ADVISORS

Debtors'
Claims and
Noticing Agent:   RUST CONSULTING/OMNI BANKRUPTCY

Total Assets: $32.40 million as of April 30, 2014

Total Debts: $109.1 million as of April 30, 2014

The petitions were signed by Glenn Langberg, chief restructuring
officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim  Claim Amount
   ------                          ---------------  ------------
U.S. Customs and Border                             $14,056,244
Protection
1100 Raymond Boulevard
Newark, NJ 07102
Tel: 973-368-6048

Jiashan Zhenxuan                   Trade Debt        $2,143,381
Furniture Co., Ltd.
No 58 Taisheng Road,
Huiman Town
Jiashan County
Zhejiang Province
China

Chien (Vietnam) Furniture          Trade Debt        $2,081,152
Mfd. Co. Ltd.
Lot 24 Tam Phuoc
Industrial Zone
Tam Phuoc Ward Bien Hoa City
Dongnai Province
Vietnam

Sino Universe Limited              Trade Debt        $1,403,973
B6, 18/F.
Kong Nam Industrial Building
603-609 Castle Peak Road
Tsuen Wan, Hong Kong
Tel: 852-2421 9172

Allied Hill Enterprise Ltd.        Trade Debt        $1,228,109
Suite 507, Silvercord, Tower 1
30 Canton Road, T.S.T.
Kowloon, Hong Kong
852-2368 5328

York River Products Limited        Trade Debt        $1,132,546
Unit 304-305, 3rd Floor
Camelpaint Centre
No. 1 Hing Yip Street
Kwun Tong
Kowloon, Hong Kong
Tel: 852-2780 3622

Bold Well Industrial Ltd.          Trade Debt        $1,080,441
Room 1371, 13/F., Kitec
1 Trademark Drive
Kowloon Bay, Hong Kong
Tel: 852-2174 0988

Kid's Basics                       Trade Debt        $1,020,048
6955 NW 36th Ave
Miami, FL 33147

Sunburst International             Trade Debt        $1,773,871
123 Jinhui Road West
Ningbo Zhejiang
China 315104
Tel: 86-574-88169932

Yan Tai Pacific Home               Trade Debt        $1,074,314
Fashion Co. Ltd.
NO. 28 Ying Fu Rd Fushan
Yantai Shandong
China 265500
Tel: (008) 653-5801

Johnsonwood Co Ltd.                Trade Debt          $902,033
Tam Phuoc Industrial Zone
Long Thanh Dist. Bien Hoa City
Dongnai Province
Vietnam

Kaye Scholer LLP                   Trade Debt          $642,086
425 Park Avenue
New York, NY 10022
Tel: 212-836-8000

StructureTone                      Trade Debt          $630,340
10 Woodbridge Center Drive
Woodbridge, NJ 07095
Tel: 732-362-3500

Jiangsu Textile Industry (Group)   Trade Debt          $621,789
Import & Export Co., Ltd.
Rm. 803, Textile Mansion
Nanjing China 210002
Tel: (008) 625-8441

Linyi Tianshi Wood Co. Ltd.        Trade Debt          $512,469
Western Huanghai Rd.
Junan County Shandong
China

Solid Toys Ind. Ltd.               Trade Debt          $493,465
Unit 35, 19/F., Block D
Wah Lok Inc. Ind. Centre
37-41 Shan Mei St., Fotan
Shatin, Hong Kong
Tel: 852-2695 1103

Yangzhou Fuhua Arts                Trade Debt          $572,293
& Crafts Co. Ltd.
16# Chuangye Road
Guangling Industrial Park
Yangzhou Province
China 225006
Tel: 86-514-8790-3115

Shanghai Dragon Corporation         Trade Debt         $391,663
Rm. 717, 333 JinXiang Rd.
Pudong Shanghai
China 201206
Tel: (862) 150-8911

Amwan Inc.                          Trade Debt         $367,428
16039 Loukelton Street
City of Industry, CA 91744

Style Craft Furniture Co., Ltd.     Trade Debt         $331,816
PO Box 957
Offshore Incorporations Center Rd.
Tortola, British Virgin Islands

Solomon Edwards                     Trade Debt         $323,103
1255 Drummers Lane
Suite 200
Wayne, PA 19087
Tel: 610-902-0440

Kunshan Haihe                       Trade Debt         $314,617
Hardware Mfg. Co., Ltd.
Hua Yang Lane of
Jin Yang East Road
Lujia Town, Kunshan
Jiangsu, China
86-512-57288518 57877668

Littler Mendelson                   Trade Debt         $313,120
650 California Street
20th Floor
San Francisco, CA 94108
415-433-1940

Green Toyland Limited               Trade Debt         $290,613
2nd Floor, Myung-Min Bldg.
16-11, Karak Bon-Dong
Seoul, Korea
Tel: 822-402-8107

Canfat Manufacturing                Trade Debt         $260,525
Flat A3, 9th Floor, Block A
Mai Hing Industrial Building
16-18, Hing Yip Street
Kwun Tong, Hong Kong
Tel: 852-2487 7112

Goodbaby (Hong Kong) Limited        Trade Debt         $206,580
Room 2001, 20th Floor
Two Chinachem
Exchange Square
338 King's Road
North Point, Hong Kong

Sheba Toys Co. Ltd.                 Trade Debt         $182,893
6th F/L, Maru Bldg.
261-2, Yangjae-Dong
Seocho-Gu
Seoul, Korea

Creative Promotional Products       Trade Debt        $179,460
7300 N Monticello
Skokie, IL 60076
Tel: 847-677-4800

San Diego Personnel &               Trade Debt        $150,093
Employment Agency Inc.
P.O. Box 150990
Ogden, UT 84415
323-927-2327

Wing Fat Plastic & Electric         Trade Debt        $148,633
Rm 625-654, 6/F
SuiFai FTY Estat5-13, ShanMei St.
Fo Tane
Sha Tin, Hong KOng
Tel: 852-2688-0767


LASALLE REALTY: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: LaSalle Realty Corp
        40 LaSalle Street
        Staten Island, NY 10303

Case No.: 14-43113

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 18, 2014

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

Judge: Hon. Carla E. Craig

Debtor's Counsel: Paul Hollender, Esq.
                  CORASH & HOLLENDER PC
                  1200 South Avenue, Suite 201
                  Staten Island, NY 10314
                  Tel: (718) 442-4424
                  Fax: (718) 273-4847
                  Email: info@silawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Giovanni Culotta, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb14-43113.pdf


LATTICE INC: Robert Robotti Holds 4.6% Equity Stake
---------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Robert E. Robotti and his affiliates
disclosed that as of March 31, 2014, they beneficially owned
1,715,840 shares of common stock of Lattice Incorporated
representing 4.6 percent of the shares outstanding.  A full-text
copy of the regulatory filing is available at http://is.gd/JO1aAo

                         About Lattice Inc.

Pennsauken, New Jersey-based Lattice Incorporated provides
telecommunications services to correctional facilities and
specialized telecommunication service providers in the United
States.

Lattice Incorporated reported a net loss of $1 million on $8.26
million of revenue for the year ended Dec. 31, 2013, as compared
with a net loss of $570,772 on $7.53 million of revenue during the
prior year.

As of March 31, 2014, the Company had $5.12 million in total
assets, $6.89 million in total liabilities and a $1.77 million
deficit attributable to shareowners of the Company.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
in Somerset, New Jersey, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company has a
history of operating losses, has a working capital deficit and
requires additional working capital to meet its current
liabilities.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


LEARFIELD COMMUNICATIONS: S&P Affirms 'B' CCR on Term Loan Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Plano, Texas-based Learfield Communications
Holdings Inc., which manages the multimedia rights of universities
with popular sports programs.  The outlook is stable.

At the same time, S&P affirmed the rating on Learfield's upsized
first-lien facility (consisting of a $35 million revolver due 2018
and an upsized $325 million term loan due 2020) at 'B+', with a
recovery rating of '2', indicating S&P's expectation for
substantial (70% to 90%) recovery for lenders in the event of a
payment default.

In addition, S&P affirmed the rating on Learfield's second-lien
credit facility (consisting of a $105 million term loan due 2021)
at 'CCC+', with a recovery rating of '6', indicating S&P's
expectation for negligible (0% to 10%) recovery for lenders in the
event of a payment default.

Learfield plans to use the proceeds from the $45 million add-on to
finance the acquisition of Licensing Resource Group (LRG) and a
smaller technology platform, for transaction fees and expenses and
to add a small amount of cash on the balance sheet.

The 'B' corporate credit rating on Learfield reflects S&P's
assessment of the company's business risk profile as "weak" and
our assessment of the company's financial risk profile as "highly
leveraged," per S&P's criteria.

"Our assessment of Learfield's business risk profile as "weak"
reflects the company's limited revenue diversification, limited
potential for additional contract growth as Learfield and its
competitors already have agreements with the majority of
university sports programs that are sizeable enough for such
agreements, our forecast for limited future profitability growth
and the acquisitive nature of the company over the past year.  The
announced acquisitions will, however, provide for an improvement
of service offerings and will add new capabilities for Learfield.
Future profitability will likely be driven by increasing
sponsorship revenue at the universities with which Learfield is
already contracted as well as some cross selling opportunities
from the licensing and technology platforms from the announced
acquisitions.  We believe a modest amount of revenue stability
from sponsorship agreements at college sports arenas as well as
long-term agreements with universities that provide expense
visibility somewhat temper the risks.  Other positive factors that
temper the risks to Learfield's business risk profile are its high
market share within the industry and high barriers to entry, given
the majority of eligible universities are currently contracted by
Learfield and its primary competitor.  Learfield's strong
relationships with universities and their past success in
attracting sponsors also mitigate the above risks," S&P said.

"Our assessment of Learfield's financial risk profile as "highly
leveraged" reflects our expectation for adjusted leverage
(adjusted for the present value of future minimum payments under
non-cancellable event agreements and operating leases) to remain
above 6x and for adjusted interest coverage to remain in the mid-
2x area, through 2015.  We are forecasting modest EBITDA growth
and minimal debt reduction through 2015. Further, our assessment
assumes Learfield will meet our 2014 expectations, as the fiscal
year end will close at the end of the month, and our understanding
that Learfield has already booked a substantial amount of its
budgeted net revenues for fiscal 2015 and is ahead of schedule
when compared with the same period last year.  This provides
strong visibility into performance over the near term," S&P noted.


LEHMAN BROTHERS: July 31 Proofs of Debt Deadline Set
----------------------------------------------------
Notice is hereby given pursuant to Rule 2.95 of the Insolvency
Rules 1986 that D.A. Howell, A.V. Lomas, S.A. Pearson, G.E. Bruce
and J.G. Parr, the Joint Administrators of Lehman Brothers
Holdings plc, intend to make a distribution (by way of paying an
interim dividend) to the preferential creditors (if any) and to
the unsecured, non-preferential creditors of LBH.

Proofs of debt may be lodged at any point up to (and including)
July 31, 2014, the last date for proving claims, however,
creditors are requested to lodge their proofs of debt at the
earliest possible opportunity.

Persons so proving are required, if so requested, to provide such
further details or produce such documents or other evidence as may
appear to the Joint Administrators to be necessary.

The Joint Administrators will not be obliged to deal with proofs
lodged after the last date for proving but they may do so if they
think fit.

The Joint Administrators intend to make such distribution within
the period of two months from the last date for proving claims.

For further information, contact details, and proof of debt forms,
please visit:

http://www.pwc.co.uk/businessrecovery/administrations/lehman/LBH-
plc-in-administration.jhtml

Please complete and return a proof of debt debt form, together
with relevant supporting documents to PricewaterhouseCoopers LLP,
7 More London Riverside, London SE1 2RT marked for the attention
of Diane Adebowale.  Alternatively, you can email a completed
proof of debt form to LBHplc@lbia-eu.com

Rule 2.95(2)(c) of the Insolvency Rules 1986 requires the Joint
Administrators to state in this notice the value of the prescribed
part of LBH's net property which is required to be made available
for the satisfaction of LBH's unsecured debts pursuant to section
176A of the Insolvency Act 1986.  There are no floating charges
over the assets of LBH and accordingly, there shall be no
prescribed part.  All of LBH's net property will be available for
the satisfaction of LBH's unsecured debts.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS UK: July 31 Proofs of Debt Deadline Set
-------------------------------------------------------
Notice is hereby given pursuant to Rule 2.95 of the Insolvency
Rules 1986 that D.A. Howell, A.V. Lomas, S.A. Pearson, G.E. Bruce
and J.G. Parr, the Joint Administrators of Lehman Brothers UK
Holdings Limited, intend to make a distribution (by way of paying
an interim dividend) to the preferential creditors (if any) and to
the unsecured, non-preferential creditors of LBUKH.

Proofs of debt may be lodged at any point up to (and including)
July 31, 2014, the last date for proving claims, however,
creditors are requested to lodge their proofs of debt at the
earliest possible opportunity.

Persons so proving are required, if so requested, to provide such
further details or produce such documents or other evidence as may
appear to the Joint Administrators to be necessary.

The Joint Administrators will not be obliged to deal with proofs
lodged after the last date for proving but they may do so if they
think fit.

The Joint Administrators intend to make such distribution within
the period of two months from the last date for proving claims.

For further information, contact details, and proof of debt forms,
please visit
http://www.pwc.co.uk/businessrecovery/administrations/lehman/lbukh
-ltd-in-administration.jhtml

Please complete and return a proof of debt form, together with
relevant supporting documents to PricewaterhouseCoopers LLP, 7
More London Riverside, London SE1 2RT marked for the attention of
Diane Adebowale.  Alternatively, you can email a completed proof
of debt form to LBUKH@lbia-eu.com

Rule 2.95(2)(c) of the Insolvency Rules 1986 requires the Joint
Administrators to state in this notice the value of the prescribed
part of LBUKH's net property which is required to be made
available for the satisfaction of LBUKH's unsecured debts pursuant
to section 176A of the Insolvency Act 1986.  There are no floating
charges over the assets of LBUKH and accordingly, there shall be
no prescribed part.  All of LBUKH's net property will be available
for the satisfaction of LBUKH's unsecured debts.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEVEL 3: Inks Merger Agreement with tw telecom
----------------------------------------------
Level 3 Communications, Inc., on June 15, 2014, entered into an
Agreement and Plan of Merger with Saturn Merger Sub 1, LLC, a
direct wholly owned subsidiary of the Company ("Merger Sub 1"),
Saturn Merger Sub 2, LLC, a direct wholly owned subsidiary of the
Company ("Merger Sub 2"), and tw telecom inc., a Delaware
corporation.  Pursuant to the Merger Agreement, and subject to the
satisfaction or waiver of the conditions set forth therein, Merger
Sub 1 will be merged with and into tw telecom with tw telecom
continuing as the surviving corporation and immediately following
the Merger, the surviving corporation will merge with and into
Merger Sub 2, with Merger Sub 2 continuing as the surviving
company.

As a result of the Combination, (i) each issued and outstanding
share of common stock of tw telecom, par value $0.01 per share,
other than dissenting shares, will be converted into 0.7 shares of
the Company's common stock, par value $0.01 per share and the
right to receive $10.00 in cash.  The Merger Agreement also
provides that the (i) issued and outstanding options to purchase
tw telecom Common Stock will be exchanged for Merger
Consideration, as adjusted to reflect the exercise price of each
such outstanding option and (ii) issued and outstanding restricted
stock and restricted stock units covering tw telecom Common Stock
will vest and be exchanged for Merger Consideration.

The Combination is intended to qualify as a tax-free
reorganization for U.S. federal income tax purposes.

Voting Agreement

In connection with the Merger Agreement, on June 15 , 2014, STT
Crossing Ltd., a stockholder of the Company, entered into a Voting
Agreement with tw telecom and, solely with respect to certain
covenants contained therein, the Company, pursuant to which STT
agreed, among other things, (i) subject to certain exceptions as
set forth in the Voting Agreement, to vote the Company Common
Stock held by it in favor of the adoption of the Level 3 Charter
Amendment and the issuance of the Stock Consideration and (ii) to
restrict its ability to transfer, sell or otherwise dispose of,
grant proxy to or permit the pledge of or any other encumbrance on
such Company Common Stock.   In the event that the Merger
Agreement is terminated, the Voting Agreement will also terminate.

Commitment Letter

Concurrently with the signing of the Merger Agreement, Level 3
Financing, Inc. and the Company entered into a financing
commitment letter with Bank of America, N.A., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and Citigroup Global Markets
Inc.  The Company expects the financing under the Commitment
Letter, together with cash balances, to be sufficient to provide
the financing necessary to consummate the Combination and to
refinance certain existing indebtedness of tw telecom.  The
Commitment Letter provides for a senior secured term loan facility
in an aggregate amount of $2.4 billion.  The Commitment Letter
also provides for a $600 million senior unsecured bridge facility,
if up to $600 million of senior notes or certain other securities
are not issued by Level 3 Financing, Inc., or the Company to
finance the Combination on or prior to the closing of the
Combination.  Under certain circumstances, the committed amounts
can be allocated from the senior facility to the bridge facility
at the option of the Company.  The financing commitments of Bank
of America and CGMI are subject to certain conditions set forth in
the Commitment Letter.

A full-text copy of the Agreement and Plan of Merger, dated as of
June 15, 2014, by and among the Company, Merger Sub 1, Merger Sub
2 and tw telecom is available for free at http://is.gd/MWOuWU

A full-text copy of the Commitment Letter, dated as of June 15,
2014, by and among Bank of America, N.A., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Citigroup Global Markets Inc., the
Company and Level 3 Financing, Inc., is available for free at:

                        http://is.gd/riLXRU

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 incurred a net loss of $109 million in 2013, a net
loss of $422 million in 2012 and a net loss of $756 million in
2011.  The Company's balance sheet at March 31, 2014, the Company
had $12.88 billion in total assets, $11.29 billion in total
liabilities and $1.59 billion in total stockholders' equity.

                           *     *     *

In June 2014, Fitch Ratings upgraded the Issuer Default Rating
(IDR) assigned to Level 3 Communications, Inc. (LVLT) and its
wholly owned subsidiary Level 3 Financing, Inc. (Level 3
Financing) to 'B+' from 'B'.

"The upgrade of LVLT's ratings is supported by the continued
strengthening of the company's credit profile since the close of
the Global Crossing Limited (GLBC) acquisition, positive operating
momentum evidenced by expanding gross and EBITDA margins, and
ongoing revenue growth within the company's Core Network Services
(CNS) segment and its position to generate meaning FCF," Fitch
stated.

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LEVEL 3: Signs Voting Agreement with STT Crossing
-------------------------------------------------
Level 3 Communications, Inc., on June 16, 2014, entered into a
definitive agreement with tw telecom, inc., whereby Level 3 will
acquire tw telecom in a stock-and-cash transaction.  The
Combination is, among other closing conditions, subject to a vote
of the stockholders of each company.

Concurrently with the execution of the Merger Agreement, at the
Company's request, STT Crossing has entered into a voting
agreement with tw telecom and Level 3 pursuant to which, STT
Crossing agreed to, among other things, vote the shares of Common
Stock owned beneficially or of record by it in favor of adoption
of the amendment to Level 3's restated certificate of
incorporation pursuant to and in accordance with the Merger
Agreement and the approval of the issuance of shares of Common
Stock in the Combination for purposes of the rules of the New York
Stock Exchange.

tw telecom and Level 3 also agreed to provide STT Crossing with
consultation and participation rights relating to certain
regulatory approvals that may be sought or obtained in connection
with the consummation of the Merger Agreement.

In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Temasek Holdings (Private) Limited,
Singapore Technologies Telemedia Pte Ltd, STT Communications Ltd,
and STT Crossing Ltd, disclosed that as of June 16, 2014, they
beneficially owned 55,498,593 shares of common stock of Level 3
Communications, Inc., representing 23.4 percent of the shares
outstanding.  A full-text copy of the amended Schedule 13D is
available for free at http://is.gd/0eGxNS

A full-text copy of the voting agreement is available at:

                        http://is.gd/KSqZzS

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 incurred a net loss of $109 million in 2013, a net
loss of $422 million in 2012 and a net loss of $756 million in
2011.  The Company's balance sheet at March 31, 2014, the Company
had $12.88 billion in total assets, $11.29 billion in total
liabilities and $1.59 billion in total stockholders' equity.

                           *     *     *

In June 2014, Fitch Ratings upgraded the Issuer Default Rating
(IDR) assigned to Level 3 Communications, Inc. (LVLT) and its
wholly owned subsidiary Level 3 Financing, Inc. (Level 3
Financing) to 'B+' from 'B'.

"The upgrade of LVLT's ratings is supported by the continued
strengthening of the company's credit profile since the close of
the Global Crossing Limited (GLBC) acquisition, positive operating
momentum evidenced by expanding gross and EBITDA margins, and
ongoing revenue growth within the company's Core Network Services
(CNS) segment and its position to generate meaning FCF," Fitch
stated.

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LEVEL 3: To Acquire tw telecom for $7.3 Billion
-----------------------------------------------
Level 3 Communications, Inc., said it entered into a definitive
agreement to acquire tw telecom for approximately $7.3 billion in
a stock-and-cash transaction.  tw telecom stockholders will
receive $10 cash and 0.7 shares of Level 3 common stock for each
share of tw telecom common stock or $40.86 per share based on
market close as of June 13, 2014.  The transaction is expected to
close in the fourth quarter 2014.

The companies said the combination leverages the highly
complementary strengths to create a stronger, more nimble,
customer service-oriented competitor to meet customers'
increasingly complex local, national and global communications
needs.



"We believe this is a financially compelling and very strategic
acquisition for Level 3 that will enhance our ability to continue
to gain market share," said Jeff Storey, president and CEO of
Level 3.  "The transaction further solidifies Level 3's position
as a premier global communications provider to the enterprise,
government and carrier market, combining tw telecom's extensive
local operations and assets in North America with Level 3's global
assets and capabilities.

"tw telecom's business model is directly aligned with Level 3's
initiatives for growth, which include building managed solutions
to meet customer needs through an advanced IP/optical network.
The benefits created by this transaction deliver substantial value
to both companies' stockholders, as it accelerates our objective
of driving profitable growth and strengthening Free Cash Flow per
share growth over the long term."

"The transaction with Level 3 provides the combined company with
an enhanced competitive position, our customers with a broader
product offering and better opportunities for our employees as
part of a larger company in an industry where scale is important
to compete effectively against larger competitors," said Larissa
Herda, chairman and CEO of tw telecom.  "The transaction provides
our stockholders with meaningful immediate cash value for their
investment in tw telecom, while enabling them to participate in
the substantial upside potential of the combined company.  We look
forward to working together with Level 3 to ensure a smooth
transition."

The transaction is subject to regulatory approvals relating to
competition law and licensing, including approvals by the U.S.
Federal Communications Commission and other U.S. state regulatory
agencies.  The transaction is also subject to a vote of the
stockholders of each company.

Citi and BofA Merrill Lynch acted as financial advisors to Level
3.  Rothschild provided a fairness opinion.  Willkie Farr &
Gallagher LLP acted as legal counsel to Level 3.  Evercore acted
as financial advisor to tw telecom and provided an opinion with
respect to the fairness of the transaction.  Wachtell, Lipton,
Rosen & Katz acted as legal counsel to tw telecom.  Credit Suisse
Securities (USA) LLC acted as financial advisor to ST Telemedia.

                     About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 incurred a net loss of $109 million in 2013, a net
loss of $422 million in 2012 and a net loss of $756 million in
2011.  The Company's balance sheet at March 31, 2014, the Company
had $12.88 billion in total assets, $11.29 billion in total
liabilities and $1.59 billion in total stockholders' equity.

                           *     *     *

In June 2014, Fitch Ratings upgraded the Issuer Default Rating
(IDR) assigned to Level 3 Communications, Inc. (LVLT) and its
wholly owned subsidiary Level 3 Financing, Inc. (Level 3
Financing) to 'B+' from 'B'.

"The upgrade of LVLT's ratings is supported by the continued
strengthening of the company's credit profile since the close of
the Global Crossing Limited (GLBC) acquisition, positive operating
momentum evidenced by expanding gross and EBITDA margins, and
ongoing revenue growth within the company's Core Network Services
(CNS) segment and its position to generate meaning FCF," Fitch
stated.

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LIGHTSQUARED INC: Falcone Resigns From Board
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Philip Falcone resigned from the board of
LightSquared Inc., the bankrupt developer of a satellite-based
wireless communications system.  According to the report,
resigning along with Mr. Falcone were four other board members
appointed by Falcone's Harbinger Capital Partners LLC, the
controlling shareholder of LightSquared.

                     About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LUAR CLEANERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Luar Cleaners, Inc.
        Po Box 50109
        Toa Baja, PR 00950

Case No.: 14-04974

Chapter 11 Petition Date: June 18, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jacqueline Hernandez Santiago, Esq.
                  JACQUELINE HERNANDEZ SANTIAGO
                  Po Box 366431
                  San Juan, PR 00936-6431
                  Tel: 787 751-1836
                  Email: quiebras1@gmail.com

Total Assets: $1.03 million

Total Liabilities: $2.15 million

The petition was signed by Raul Palacios Velez, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-04974.pdf


MCCLATCHY CO: Bestinver Gestion Owns 15% of Class A Shares
----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission on June 16, 2014, Bestinver Gestion S.A., SGIIC
disclosed that it beneficially owned 9,323,539 shares of Class A
common stock of The McClatchy Company representing 15.01 percent
of the shares outstanding.  A full-text copy of the regulatory
filing is available for free at http://is.gd/ki6y7W

                    About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company reported net income of $18.80 million for the year
ended Dec. 29, 2013, as compared with a net loss of $144,000 for
the year ended Dec. 30, 2012.  As of Dec. 29, 2013, the Company
had $2.61 billion in total assets, $2.37 billion in total
liabilities, and $240.38 million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


METRORIVERSIDE LLC: Cash Collateral Hearing Continued to July 10
----------------------------------------------------------------
Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern
District of California held a hearing on MetroRiverside, LLC's
request to use cash collateral securing its prepetition
indebtedness and granted such request on an interim basis.

The Debtor seeks to use cash collateral in the ordinary course of
business consistent with a budget for the months of June 2014
through September 2014.  For approximately three to four weeks
pending the final hearing on the request, the Debtor seeks to pay
ordinary expenses up to $390,901 per month, with a variance of
plus or minus $19,030 (less than 5%).

The City of Riverside, as successor agency to the former
Redevelopment Agency of the City, holds liens against the Debtor's
real and personal property in the estimated claim amount of $20.6
million.

The Debtor seeks to use cash collateral pending the earlier of (1)
Sept. 1, 2014, or (2) the effective date of a chapter 11 plan,
dismissal or conversion of the within case, appointment of a
trustee, sale of substantially all assets, abandonment of
substantially all assets, entry of an order granting of relief
from the automatic stay to foreclose a lien against substantially
all assets or further order of this Court, as the case may be.

A continued hearing will be held on July 10, 2014, at 9:30 a.m.

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.


MICRO HOLDING: S&P Assigns Preliminary 'B' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned California-based Micro
Holding Corp. and MH Sub I LLC (herein referred to as Internet
Brands) a preliminary corporate credit rating of 'B'.  The outlook
is stable.

At the same time, S&P assigned the $75 million senior secured
revolving credit facility due 2019 a 'B+' preliminary issue-level
rating, with a preliminary recovery rating of '2', indicating its
expectation for substantial (70% to 90%) recovery of principal for
debtholders in the event of default.

In addition, S&P assigned the $435 million senior secured term
loan B and the $50 million delayed draw term loan B due 2021 a
'B+' preliminary issue-level rating, with a preliminary recovery
rating of '2' (70% to 90% recovery expectation).

Lastly, S&P assigned the $195 million second-lien loan due 2022 a
'CCC+' preliminary issue-level rating, with a preliminary recovery
rating of '6', indicating S&P's expectation for negligible (0% to
10%) recovery of principal for debtholders in the event of
default.

The 'B' preliminary corporate credit rating reflects the company's
relatively small size and risks of continuous change in its
businesses.  It also reflects the company's "highly leveraged"
financial risk profile, resulting from the increased debt in the
capital structure due to the acquisition of the company by KKR.


MICROVISION INC: To Sell $4.5 Million Common Shares
---------------------------------------------------
MicroVision, Inc., had entered into a $4.5 million At-the-Market
(ATM) equity offering agreement with Meyers Associates, L.P.
(doing business as Brinson Patrick, a division of Meyers
Associates, L.P.), or Brinson Patrick, on June 16, 2014.

Under the agreement MicroVision may, from time to time, at its
discretion, offer and sell shares of its common stock having an
aggregate value of up to $4.5 million through Brinson Patrick.
MicroVision intends to use the net proceeds from this facility, if
any, for general corporate purposes, which may include, but are
not limited to, working capital, capital expenditures and
acquisitions of other technologies.

Under the ATM equity offering sales agreement, sales of common
stock, if any, through Brinson Patrick, will be made by means of
ordinary brokers' transactions, in negotiated transactions, to or
through a market maker other than on an exchange or otherwise, at
market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices or any
other method permitted by law.

The common stock will be offered under MicroVision's existing
effective shelf registration statement (including a prospectus)
filed with the Securities and Exchange Commission.  A prospectus
supplement related to the offering has been filed with the
Securities and Exchange Commission.  Any offer, solicitation or
sale will be made only by means of the prospectus supplement and
the accompanying prospectus.  Current and potential investors
should read the prospectus forming part of the registration
statement, and the prospectus supplement relating to the at-the-
market offering and other documents the company has filed with the
SEC for more complete information about MicroVision and the At-
the-Market offering program.

A copy of the prospectus supplement and accompanying prospectus
relating to these securities may be obtained by contacting Brinson
Patrick, a division of Meyers Associates, L.P. at 3 Columbus
Circle 15th Floor, New York, NY 10019, Attention: Investment
Banking, by telephone at (212) 453-5000, or by email at
info@bpmeyers.com.

A full-text copy of the At-the-Market Issuance Sales Agreement is
available for free at http://is.gd/QkEYwB

                       About Microvision Inc.

Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ:
MVIS) is the creator of PicoP(R) display technology, an ultra-
miniature laser projection solution for mobile consumer
electronics, automotive head-up displays and other applications.

MicroVision reported a net loss of $13.17 million in 2013, as
compared with a net loss of $22.69 million in 2012.

Moss Adams LLP, in Seattle, Washington, 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
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.


MID-ATLANTIC MILITARY: S&P Affirms BB+ Rating on Class III Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative on Mid-Atlantic Military Family Communities LLC's
series 2005 class I-A, I-B, and III military housing revenue
bonds.  At the same time, Standard & Poor's affirmed its 'AA (sf)'
and 'BB+ (sf)' ratings on the class I and class III bonds,
respectively.

The revision of the outlook to stable reflects Standard & Poor's
view of the project's improved annual debt service coverage within
the past fiscal year.

"The stable outlook reflects our view of the improved debt service
coverage, revenue stream strength that includes federally
appropriated basic allowance for housing, and military importance
of the bases the project serves," said Standard & Poor's credit
analyst Renee J. Berson.  "If coverage falls below 1x, we may
lower the rating on the class III bonds. Conversely, if the
project can contain its expenses and improve occupancy, we may
raise the rating."

Mid-Atlantic Military Family Communities LLC is the owner of the
project, which serves 12 military installations in Virginia and
Maryland, with approximately 43,000 military families assigned to
them.


MILE MARKER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mile Marker, Inc.
        2121 Blount Road
        Pompano Beach, FL 33069

Case No.: 14-23931

Chapter 11 Petition Date: June 18, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Hon. John K Olson

Debtor's Counsel: Bernice C. Lee, Esq.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0800
                  Fax: (561) 998-0047
                  Email: blee@sfl-pa.com

                     - and -

                  Bradley S Shraiberg, Esq.
                  SHRAIBERG, FERRARA, & LANDAU P.A.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  Email: bshraiberg@sfl-pa.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Leslie J. Aho, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb14-23931.pdf


MINT LEASING: Further Amends 70MM Shares Prospectus with SEC
------------------------------------------------------------
The Mint Leasing, Inc., filed with the U.S. Securities and
Exchange Commission an amendment no. 5 to its Form S-1
registration statement relating to the offering of 70,000,000
shares of common stock to delay its effective date.

The public offering price will be $______ per share.  If fully
subscribed the Company anticipates receiving $______ in total
proceeds from this offering prior to deducting expenses associated
with the offering, which the Company anticipates totaling
approximately $90,000.

The Company's common stock is currently listed on the OTCQB market
maintained by OTC Markets Group Inc. under the symbol "MLES."  On
June 11, 2014 (the last date that the Company's common stock
traded on the OTCQB prior to the date of this Prospectus), the
last reported sale price of the Company's common stock as reported
on the OTCQB was $0.075 per share.

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

A full-text copy of the Form S-1/A is available for free at:

                         http://is.gd/nEtYDg

                         About Mint Leasing

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

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

                         Bankruptcy Warning

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


MOMENTIVE PERFORMANCE: Restructuring Deal Fails to Win Approval
---------------------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that a
bankruptcy judge has refused to approve a heavily contested
agreement between Momentive Performance Materials Inc. and a group
of bondholders that would have allowed the company to slash $3
billion in debt from its books.

Law360 previously reported that the U.S. Trustee assigned to the
Chapter 11 case of private equity-backed Momentive Performance
Materials Inc. said the company will revise the disclosure
statement explaining its reorganization plan following the
government watchdog's complaint that the outline failed to address
crucial parts of the plan.

According to Law360, U.S. Trustee William K. Harrington said in
court papers that the disclosure statement, sent to creditors
before they vote on the plan, does not contain enough information
surrounding treatment of certain groups of noteholders or the
company's equity percentages following a $600 million rights
offering.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that holders of senior secured notes also objected to
Momentive Performance's disclosure statement, complaining that the
disclosure statement fails to provide them with ?prospectus-level
disclosure? concerning the new debt necessary to make an informed
decision on whether to accept or reject, the ?1.5-lien? indenture
trustee Wilmington Trust NA said in court papers.  The first-lien
indenture trustee joined Wilmington Trust's objection, raising
additional issues about the disclosure statement, Mr. Rochelle
said.

Momentive's $635 million in 9 percent second-lien notes due in
2021 last traded at 11:06 a.m. on June 13 for 76.65 cents on the
dollar, the Bloomberg report said, citing Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.


MONTANA ELECTRIC: Harper Hofer Confirmed as Valuation Expert
------------------------------------------------------------
The Bankruptcy Court entered an order confirming and updating
prior orders authorizing the employment of Harper Lutz Zuber Hofer
and Associates as valuation expert in the Chapter 11 case of
Southern Montana Electric Generation and Transmission Cooperative,
Inc.

The Debtor's motion was made out of precaution, and the Debtor
wished to give notice that the firm has changed from Harper, Lutz,
Zuber, Hofer and Associates, LLC, to Harper Hofer and Associates,
LLC, that the billing rates of the engaged professionals have
changed, and that they remain engaged for the Debtor on valuation
matters.

The firm was initiall hired by Lee A. Freeman, the then Chapter 11
trustee of the Debtor's estate.


MOTORCAR PARTS: Swings to $107 Million Net Income in Fiscal 2014
----------------------------------------------------------------
Motorcar Parts of America, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
net income of $107.35 million on $258.66 million of net sales for
the year ended March 31, 2014, as compared with a net loss of
$91.51 million on $213.15 million of net sales for the year ended
March 31, 2013.

For the three months ended March 31, 2014, the Company reported
net income of $3.06 million on $76.68 million of net sales as
compared with a net loss of $73.65 million on $58.04 million of
net sales for the same period last year.

The Company's balance sheet at March 31, 2014, showed $318.85
million in total assets, $209.21 million in total liabilities and
$109.63 million in total shareholders' equity.

"We anticipate our solid growth will continue on a year-over-year
basis, supported by an aging vehicle population, new product
introductions and further opportunities for manufacturing and
distribution leverage.  I appreciate our team's efforts in
accomplishing industry-leading customer service levels, and their
dedicated focus on excellence," said Selwyn Joffe, chairman,
president and chief executive officer of Motorcar Parts of
America.

Ernst & Young LLP, in Los Angeles, California, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2014.  In their report on
the consolidated financial statements for the year ended March 31,
2013, Ernst & Young noted that the Company's wholly owned
subsidiary Fenwick Automotive Products Limited has recurring
operating losses since the date of acquisition and has a working
capital and an equity deficiency.  "In addition, Fenco has not
complied with certain covenants of its loan agreements with its
bank.  These conditions relating to Fenco coupled with the
significance of Fenco to the Consolidated Companies, raise
substantial doubt about the Consolidated Companies' ability to
continue as a going concern."

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

                         http://is.gd/OACOph

On June 12, 2014, Motorcar Parts of America entered into a first
amendment to the amended and restated financing agreement with a
syndicate of lenders, Cerberus Business Finance, LLC, as
collateral agent, and PNC Bank, National Association, as
administrative agent, pursuant to which (i) the commitments to
make revolving loans under the amended and restated financing
agreement were increased by $10,000,000 to $40,000,000 and (ii)
the maximum amount of capital expenditures was increased to
$3,200,000 for fiscal year 2014, $7,000,000 for fiscal year 2015,
and $4,000,000 for each of fiscal years 2016 and 2017.  The
maximum amount of capital expenditures for fiscal year 2018
remains at $2,500,000.

On June 12, 2014, the Company and Selwyn Joffe, the Chairman,
president and chief executive officer of the Company, entered into
Amendment No. 1 to the employment agreement dated May 18, 2012,
between the Company and Mr. Joffe pursuant to which, effective as
of July 1, 2014, (i) the last day of Mr. Joffe's term of
employment was changed from Aug. 31, 2015, to July 1, 2019, and
(ii) his base salary was increased from $600,000 per year to
$700,000 per year.  All other terms and conditions of the
Employment Agreement remain the same.

The Employment Agreement Amendment was approved by the Board of
Directors of the Company following the earlier review of the
proposed terms of the Employment Agreement Amendment by the
Compensation Committee of the Board and the recommendation of the
Compensation Committee that the Company enter into the Employment
Agreement Amendment.  The Board approved the terms of the
Employment Agreement Amendment after a process pursuant to which
it evaluated Mr. Joffe's performance, his value to the Company and
appropriate market comparables.  In doing so, the Compensation
Committee utilized the services of Towers Watson, an independent
compensation consulting firm.

                       About Motorcar Parts

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.

                           *   *    *

This concludes the Troubled Company Reporter's coverage of
Motorcar Parts until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


NETBANK INC: Asks High Court To Review FDIC Tax Refund Dispute
--------------------------------------------------------------
Law360 reported that bankrupt Internet banking pioneer NetBank
Inc. asked the U.S. Supreme Court to reverse an Eleventh Circuit
ruling that forwarded a $5.7 million tax refund to the Federal
Deposit Insurance Corp. instead of NetBank, arguing a tax-sharing
agreement between the company and its subsidiary did not establish
an agency relationship between them.

According to the report, the last-ditch appeal effort came after
the Eleventh Circuit reversed a Florida district court's award of
the tax refund to NetBank and its subsidiary NetBank FSB as a part
of its bankruptcy estate, finding the court erred in its ruling
that the tax-sharing agreement created a debtor-creditor
relationship and not an agency relationship.

The case is Clifford Zucker as Liquidating Supervisor for Netbank
Inc. v. Federal Deposit Insurance Corp. in its Capacity as
Receiver of Netbank FSB, case number 13-1480, in the U.S. Supreme
Court.

                        About NetBank Inc.

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. did
retail banking, mortgage banking, business finance, and provided
ATM and merchant processing services.

The Company filed for chapter 11 protection (Bankr. M.D. Fla. Case
No. 07-04295) on Sept. 28, 2007.  Alan M. Weiss, Esq., at
Holland & Knight LLP, represents the Debtor.  Rogers
Towers, Esq. at Kilpatrick Stockton LLP, represents the Official
Committee of Unsecured Creditors.

Clifford Zucker serves as the Liquidating Supervisor for NetBank
under the terms of a Second Amended Liquidating Plan confirmed in
Sept. 2008, and is represented by Michael D. Langford, Esq., and
Shane G. Ramsey, Esq., at Kilpatrick Stockton LLP in Atlanta, Ga.

As of Sept. 25, 2007, the Debtor reported total assets of
$87,213,942 and total debts of $42,245,857.  As of August 31,
2008, NetBank, Inc., had total assets of $13,807,207 and total
liabilities of $34,607,868.


MSR HOTELS: Subsidiary Settles $59M Five Mile Dispute
-----------------------------------------------------
Law360 reported that an MSR Resort Golf Course LLC subsidiary
announced a $337,000 settlement with alternative investment fund
Five Mile Capital Partners LLC, which fought MSR throughout its
bankruptcy in an effort to collect $58.7 million it claimed it was
owed.  According to the report, the deal brings to a close a
lengthy fight between Five Mile and the MSR estate, which spanned
several years and two separate bankruptcies.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, also
reported that the bankruptcy of the four resorts previously owned
by Paulson & Co. and Winthrop Realty Trust is finally over, 16
months after a U.S. bankruptcy judge in Manhattan signed his name
to a confirmation order approving the Chapter 11 reorganization
plan.  According to the Bloomberg report, a mediator from the U.S.
Court of Appeal brought home a settlement where a Singapore
investment fund will pay Five Mile $337,000.  The settlement comes
to bankruptcy court for approval at a hearing on July 1, Mr.
Rochelle said.

                          About MSR Hotels

MSR Hotels & Resorts, Inc., returned to Chapter 11 by filing a
voluntary bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11512)
on May 8, 2013 in Manhattan, to thwart a lawsuit by lender Five
Mile Capital Partners, which claims it is owed tens of millions of
dollars related to the sale of several luxury resorts in a prior
bankruptcy.  MSR Hotels also seeks to sell its remaining assets
and wind down.

Paul M. Basta, Esq., at Kirkland & Ellis, LLP, represents the 2013
Debtor.

MSR Hotels owned a portfolio of eight luxury hotels with over
5,500 guest rooms.  On Jan. 28, 2011, CNL-AB LLC acquired the
equity interests in the portfolio through a foreclosure
proceeding.  CNL-AB LLC is a joint venture consisting of
affiliates of Paulson & Co. Inc., a joint venture affiliated with
Winthrop Realty Trust, and affiliates of Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the January 2011 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
Then known as MSR Resort Golf Course LLC, the company and its
affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 11-10372) in Manhattan on Feb. 1, 2011.  The resorts
subject to the 2011 filings were Grand Wailea Resort and Spa,
Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA
West, Doral Golf Resort and Spa, and Claremont Resort and Spa.

In the 2011 petitions, the five resorts had $2.2 billion in assets
and $1.9 billion in debt as of Nov. 30, 2010.  In its 2011
schedules, MSR Resort disclosed $59,399,666 in total assets and
$1,013,213,968 in total liabilities.

In the 2011 bankruptcy, James H.M. Sprayregen, P.C., Esq., Paul M.
Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq.,
at Kirkland & Ellis, LLP, served as the Debtors' bankruptcy
counsel.  Houlihan Lokey Capital, Inc., acted as the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC acted as the
Debtors' claims agent.

The Official Committee of Unsecured Creditors in the 2011 case was
represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq.,
at Alston & Bird LLP, in New York.

In March 2012, the Debtors won Court approval to sell the Doral
Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald
Trump's Trump Organization LLC, for $150 million.  An auction was
held in February that year but no other bids were received.

The 2011 Debtors won approval of a bankruptcy-exit plan that was
predicated on the sale of the remaining four resorts by the
Government of Singapore Investment Corp. -- the world's eighth-
largest sovereign wealth fund, according to the Sovereign Wealth
Fund Institute -- for $1.5 billion.  U.S. Bankruptcy Judge Sean
Lane, who oversaw the 2011 cases, overruled Plan objections by the
U.S. Internal Revenue Service and investor Five Mile.  The IRS and
Five Mile alleged that the sale created a tax liability of as much
as $331 million that may not be paid.  That Plan was declared
effective on Feb. 28, 2013.

On April 9, 2013, Five Mile sued Paulson & Co. executives and MSR
Hotels in New York state court, alleging they (i) mishandled the
company's intellectual property and other assets in a bankruptcy
sale, and failed to get the best price for the assets, and (ii)
owe Five Mile $58.7 million on a loan.  According to a Reuters
report, Five Mile seeks $58.7 million representing sums owed,
including interest and costs, plus at least $100 million for
breach of fiduciary duty, gross negligence and corporate waste.

The 2013 Debtor has two critical court dates: a Jan. 30, 2014
auction to locate the best bid for trademarks not sold in the
prior bankruptcy; and a Feb. 6 hearing to approval a Chapter 11
plan.

In the 2013 case, MSR Hotels originally listed assets of $785,000
and liabilities totaling $59.2 million.  Debt at that time
included $59.1 million owing to Midland, a secured creditor in the
five resorts' bankruptcy.  Midland has a lien on the three
resorts' trademarks.  Other than the trademarks, MSR Hotels' other
assets were listed as being $150,000 in unrestricted cash.  The
company has no operations. Revenue in 2012 was $32,500, according
to a court filing.


NEW ENTERPRISE STONE: Moody's Affirms 'Caa1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service revised the rating outlook for New
Enterprise Stone & Lime Co., Inc. ("New Enterprise") to stable
from negative and affirmed its existing ratings, including the
Caa1 Corporate Family Rating and the Caa1-PD Probability of
Default Rating. At the same time Moody's assigned a Speculative
Grade Liquidity assessment of SGL-3.

The following ratings actions were taken:

Caa1 Corporate Family Rating, affirmed

Caa1-PD Probability of Default, affirmed

Caa3, LGD5 on senior unsecured notes, affirmed

Caa1, LGD3 on senior secured cash-pay and PIK Notes, affirmed

Speculative Grade Liquidity Assessment of SGL-3, assigned

Rating outlook revised to stable from negative

Ratings Rationale

The change in outlook to stable from negative reflects Moody's
expectation that New Enterprise's operating performance will
improve, first from the company's cost savings and operating
efficiency plan that was implemented during fiscal year 2014, and
second from revenue expected to be generated from the passing of
Pennsylvania's transportation bill which provides an additional
$1.65 billion per year (by 2017) specifically toward highways and
bridges. The combination should translate into improved EBIT and
margins as the construction season progresses.

The Caa1 Corporate Family Rating reflects the company's modest
scale, seasonality of its business, limited geographic
diversification, concentration of business with Pennsylvania DOT,
very high financial leverage and low operating margins. The
rating, however, is supported by the company's adequate liquidity,
strong position in core markets, a slow and modest recovery in
construction spending, multi-generational family stewardship, and
prudent acquisition and growth strategy.

As of fiscal year end 2014, adjusted debt to EBITDA declined to
14.3x from 15.8x at fiscal year end 2013, and EBIT to interest
expense increased to -0.1x from -0.2x. Adjusted operating margin
for the same period improved to -0.7% from -2.3%. Moody's expect,
through EBIT expansion, financial leverage to decline, interest
coverage to increase modestly, and operating margin to turn
positive during fiscal year 2015.

New Enterprise's SGL-3 reflects an adequate liquidity position.
The company's liquidity is supported by its limited cash balances,
and high working capital needs, reliance on its new $105 million
ABL revolving credit facility and limited alternate liquidity
sources as all assets are fully encumbered.

At February 28, 2014, the company had $24 million of unrestricted
cash balance and had approximately $37 million available under its
ABL credit facility net of $22.4 million drawn.

Upward momentum in on the ratings would result from material de-
levering as evidenced by adjusted debt-to-EBITDA consistently
below 6.0x, and EBIT-to-interest exceeding 1.5x combined with
improved profitability. Building additional geographic diversity,
scale, and customer diversity would also improve the company's
credit risk profile.

The rating would likely be downgraded if the company continues to
experience declining profitability, if adjusted debt-to-EBITDA
leverage continues to exceed 9x for an extended period of time, or
if liquidity and coverage metrics deteriorate further.

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

New Enterprise Stone & Lime, Co., Inc. ("New Enterprise") is a
privately held, vertically-integrated construction materials
supplier, heavy/highway construction contractor, and traffic
safety services and equipment provider. The company operates 57
quarries and sand deposits, 30 hot mix asphalt plants, 17 fixed
and portable ready mixed concrete plants, three concrete
production plants, three lime distribution centers, six
construction supply centers, and in its traffic safety equipment
segment - five manufacturing facilities and a national network of
sales offices. New Enterprise's operations are primarily
concentrated in Pennsylvania and Western New York, with reach into
the adjacent states including Maryland, West Virginia, and
Virginia. New Enterprise's traffic safety services and equipment
business sell products nationally and sells services primarily in
the eastern United States. In fiscal year 2014 ending February 28,
2014, the company generated $682 million in revenues and $50
million in adjusted EBITDA.


NEWLEAD HOLDINGS: Completes $44.8-Mil. Balance Sheet Program
------------------------------------------------------------
NewLead Holdings Ltd. on June 18 disclosed that the Company
completed the $44.8 million balance sheet program with Magna Group
Partners Limited and Hanover Holdings I, LLC.  Through this
program NewLead enhanced its balance sheet by $44.8 million by
settling past-due indebtedness.  The program allowed NewLead to
complete the acquisition of one newbuilding eco-type 35,000 dwt
dry bulk Handysize vessel, expected to be delivered to NewLead's
fleet between July and August 2014, a coal wash plant in Kentucky,
USA, and access to develop the Five Mile mine, that includes a CSX
rail load facility, the Andy Rail Terminal, in Kentucky, USA, as
well as clearing the way to acquire the title to such mine.  It is
expected that by the end of 2014, title to the Five Mile mine will
be transferred to NewLead.

Mr. Michael Zolotas, Chairman and Chief Executive Officer of
NewLead, stated: "We are delighted to have completed this program
in less than six months while contributing accretive debt-free
assets to the Company.  This program allowed us to develop a
vertically integrated shipping and commodity company.  NewLead is
ready to move forward with an enhanced balance sheet and accretive
assets."

                      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.


NEXTAG INC: Moody's Lowers Probability of Default Rating to Ca-PD
-----------------------------------------------------------------
Moody's Investors Service downgraded NexTag Inc.'s Probability of
Default Rating to Ca-PD/LD from Caa2-PD, its Corporate Family
Rating to Ca from Caa2 and the rating for its first lien senior
secured credit facilities to Ca from Caa2. The downgrade reflects
the company's recent debt-for-equity exchange of the majority of
the $68 million 1st lien term loan and $25 million revolving
credit facility.

Ratings Rationale

Moody's views this transaction as a distressed exchange. The "/LD"
indicator signifies that the distressed exchange qualifies as a
limited default under Moody's definition of default, which is
intended to capture events whereby issuers fail to meet debt
service obligations outlined in their original debt agreements.
Moody's does not rate the debt in the company's new capital
structure.

All existing ratings will be withdrawn in three business days.

Moody's has downgraded the following ratings:

  Corporate Family Rating to Ca from Caa2

  Probability of Default Rating to Ca-PD/LD from Caa2-PD

  $25 million first lien senior secured revolver due 2016 to Ca
  (LGD3-48%) from Caa2 (LGD3-47%)

  $68 million first lien senior secured term loan due 2016 to Ca
  (LGD3-48%) from Caa2 (LGD3-47%)

The rating outlook is stable.

Headquartered in San Mateo, California, NexTag is an e-commerce
retail/merchant aggregator and comparison shopping provider. The
company reported approximately $154 million in revenue for the
twelve months ended September 2013.


NORTH LAS VEGAS: Moody's Affirms Ba3 Gen. Limited Tax Bond Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the City of North Las
Vegas, Nevada's Ba3 general obligation limited tax (GOLT) bond
rating. The rating outlook has been revised to stable from
negative. This rating action affects approximately $413 million of
outstanding rated debt secured by the city's GOLT pledge. The
bonds are ultimately secured by the city's full faith and credit
pledge, subject to Nevada's statutory and constitutional
limitations on overlapping levy rates for ad valorem taxes.
Approximately two-thirds of outstanding GOLT debt is additionally
secured, and fully supported, by resources of the city's water and
sewer utility. The remainder is additionally secured by tax
revenues from operating funds.

Summary Rating Rationale

The affirmation of North Las Vegas' Ba3 GOLT rating reflects an
adopted budget for FY2015 that includes significant expenditure
savings with only modest declines to operating funds' reserves.
General operations remain reliant on uncommonly large transfers
from the water and sewer utility to support critical services.
Additionally, the city has a high level of debt and substantial
pension liabilities that limit its operating flexibility. Also,
management will negotiate new collective bargaining agreements
with public safety and general employees' unions over the next two
years and, although still unknown, contracted provisions could
pressure future operating costs.

The stable outlook reflects management's continued ability to
implement significant cost adjustments, and the city benefits from
a recovering tax base and regional economy that is driving a
rebound in operating taxes. Importantly, management recently
secured favorable, discounted settlements with union groups that
resolved outstanding litigation and provided savings which
relieved some near-term expenditure pressures. Nevertheless,
Moody's maintain expectations that the city's financial position
will remain challenged over the near to medium terms, and outsized
transfers from the water and sewer utility will be required to
support general operations.

Strengths

-- Large judgment successfully settled with union groups at a
    significant discount to the city

-- Balanced budget adopted city-wide for FY2015 driven by labor
    concessions, legal settlements, and expense cuts

-- Participation in the greater Las Vegas (Aa2 stable) metro
    economy

-- Modest economic recovery benefitting consolidated excise
    taxes (CTax) and property taxes

-- Still large tax base showing signs of recovery following
    substantial declines

Challenges

-- Continued reliance on large subsidies from water and sewer
    utility to support general operations

-- Limited financial flexibility given moderate fixed costs
    burden driven by pensions and debt service

-- Uncertain negotiations with union groups over the next two
    years for new collective bargaining agreements

What Could Change The Rating Up

-- Restoration of structural fiscal balance with sustainable
    improvement in reserves and liquidity

-- Substitution of outsized subsidies from the water and sewer
    utility that support general operations

-- Adoption of multi-year collective bargaining agreements
    without significant cost pressures to the city

What Could Change The Rating Down

-- Deterioration of the city's already narrow financial position

-- Declines in available liquidity from water and sewer utility

-- Cyclical downturn that significantly impacts tax revenues and
    tax base values

-- Adoption of multi-year collective bargaining agreements that
    add significant cost pressures to the city

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


NPC INTERNATIONAL: Moody's Affirms 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed NPC International, Inc.'s B2
Corporate Family Rating and B2-PD Probability of Default Rating
following the company's June 13, 2014 announcement that it entered
into an agreement to acquire 56 Wendy's restaurant units for $58.2
million plus amounts for working capital. Concurrently, Moody's
downgraded the company's senior secured credit facilities to B1
from Ba3 to reflect a proposed increase in senior debt in the
capital structure as per Moody's Loss Given Default Methodology.
The ratings outlook is stable.

The acquisition will be funded with proceeds from a $40 million
secured term loan increase, borrowing under the company's $110
million revolver, and cash on hand. Subsequent to closing, the
company plans to monetize certain fee-owned properties in a
sale/leaseback or other transactions. Potential proceeds will
likely be used to repay revolver borrowings. As of April 1, 2014,
NPC had $7.4 million of cash on the balance sheet and $91.7
million available to draw under its $110 million revolving credit
facility.

Ratings downgraded

  First lien senior secured revolving credit facility due 2017 to
  B1 (LGD3) from Ba3 (LGD3)

  First lien senior secured term loan due 2018, to be upsized by
  $40 million, to B1 (LGD3) from Ba3 (LGD3)

Ratings affirmed

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  Senior unsecured notes due 2020 at Caa1 (LGD5)

  Speculative Grade Liquidity Rating at SGL-2

Ratings Rationale

The downgrade of the company's senior secured credit facilities
reflects the $40 million term loan increase, which weakens the
position of senior secured instruments relative to more junior
claims in the capital structure under Moody's Loss Given Default
(LGD) methodology.

The affirmation of the B2 CFR reflects the strategic benefits of
the acquisition, which will increase the scale and geographic
reach of NPC's Wendy's restaurant business. Upon completion of the
transaction, NPC will own 146 Wendy's restaurants in five states,
with total revenues estimated to be around 15% of NPC's total
consolidated revenue. With the incremental debt from the
transaction, pro forma lease-adjusted debt/EBITDAR will increase
only modestly, to over 5.5 times from about 5.4 times as of April
1, 2014, before consideration of any asset sale proceeds.

While NPC has a demonstrated ability to integrate past
acquisitions, the Wendy's platform is still fairly new to the
company (NPC's first Wendy's unit acquisition -- 24 units --
occurred in July 2013), bringing a different set of challenges
and, potentially, a learning curve related to running a new brand
and product type. Moody's will continue to monitor the impact this
will have on NPC's ability to improve its core Pizza Hut
performance, where brand challenges have led to persistently-
negative same-store sales, recently compounded by significant
ingredient cost inflation. Same-store sales declined (4.7%) in the
quarter ended April 1, 2014, rolling over a decrease of (2.2)%
last year. Adjusted EBITDA declined 25%. Lease-adjusted EBITDA
rose to 5.4 times from 5.2 times at the end of 2013.

NPC's liquidity is expected to remain good, as reflected in its
SGL-2 Speculative Grade Liquidity rating. Cash, cash flow and
ample excess revolver availability are expected to cover basic
working capital needs including capital expenditures and mandatory
debt amortization for the next twelve months. As part of the
acquisition agreement, NPC plans to remodel certain acquired
restaurants in Wendy's new Image Activation format. Moody's expect
a modest increase in capital spending associated with these units
over the next 12-18 months. While cushion under financial
covenants is currently ample, an inability to stabilize EBITDA
declines, when coupled with contractual covenant tightening at the
end of the year, could cause significant erosion in this cushion.

The stable outlook reflects Moody's expectation that NPC will
maintain good liquidity as it implements a strategy to improve
performance of its core Pizza Hut operation in the second half of
2014.

Ratings could be downgraded if operating performance were to
deteriorate such that debt/EBITDA increased above 6.0 times on a
sustained basis. Any deterioration in liquidity, particularly if
covenant cushion tightens more than expected, could also lead to
downward ratings pressure.

While unlikely over the near term due to the weak performance
trend, ratings could be upgraded if operating performance and debt
protection measures sustainably improve, driven by profitable same
store sales and new unit growth. Quantitatively, an upgrade would
require debt to EBITDA to decline near 4.5 times and EBITA to
interest to exceed 2.0 times.

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

NPC International, Inc. ("NPC") is the world's largest Pizza Hut
franchisee, currently operating 1,261 Pizza Hut restaurants and
delivery units in 28 states and 90 Wendy's units in three states.
Annual revenues are approximately $1.1 billion. NPC was acquired
by Olympus Partners ("Olympus") in December 2011.


OVERSEAS SHIPHOLDING: Confirmation Hearing Begins July 18
---------------------------------------------------------
Overseas Shipholding Group, Inc., and 180 affiliates on June 4,
2014, filed with the Bankruptcy Court their first amended
disclosure statement with respect to their joint plan of
reorganization.

After a careful consideration of their business and prospects as a
going concern, Overseas Shipholding concluded that recoveries to
creditors and shareholders will be maximized by implementing the
plan. The company will continue to operate as an integrated
enterprise on the plan effective date.

The Bankruptcy Court has approved the explanatory disclosure
statement in May.  The plan confirmation hearing is on July 18,
2014, at 9:30 a.m., prevailing Eastern Time. The Court has
directed that objections to confirmation of the plan should be
filed by July 11, 2014.

The key components of the plan include:

   (a) All allowed administrative claims, priority tax claims,
       other priority claims, secured vessel dip claims, secured
       vessel claims, other secured claims, credit agreement
       claims, and other unsecured claims on the effective date of
       the plan are unimpaired;

   (b) Retention of CEXIM vessels and DSF vessels and payment in
       full of the CEXIM claims and the DSF claims plus interest
       at 50% of the default rate under the CEXIM and DSF loan
       agreements;

   (c) Payment of an 8.75% debentures claims in full in cash,
       including any applicable contractual interest, the
       reinstatement of the 8.125% notes, including payment of any
       applicable contractual or default interest, and the
       reinstatement of the 7.500% notes, including payment of any
       applicable contractual interest, or exchange of such notes
       to those holders that make a timely election, for election
       notes, which mature on February 15, 2021 and provide for
       cash equal to 1% of the aggregate principal amount of the
       7.500% notes held by each electing noteholder. Electing
       noteholders will also receive accrued but unpaid interest
       from the last coupon payment date through the effective
       date;

   (d) Entry into an exit financing on the effective date,
       consisting of two term loan facilities with an aggregate
       principal amount of $1.2 billion and two revolving loan
       facilities with $150 million in aggregate availability that
       will provide the funding necessary to both satisfy the
       plan's cash payment obligations and the expenses associated
       with closing the exit financing facilities, and to finance
       ongoing operations and capital needs following the
       emergence from Chapter 11;

   (e) Personal injury claims, including numerous asbestos claims,
       that have not otherwise been disallowed and expunged, will
       be unimpaired and may be asserted against Overseas
       Shipholding subject to rights and defenses;

   (f) Admiralty lien claims that have not otherwise been
       disallowed and expunged will be unimpaired and may be
       asserted against Overseas Shipholding subject to rights and
       defenses;

   (g) A rights offering for $1,510 million to all equity
       interestholders severally supported by certain backstop
       commitment parties, each of whom has agreed to purchase its
       proportionate share of the remaining rights offering
       securities related to any unexercised subscription rights
       and further agreed to simultaneously purchase its
       proportionate share of a further $447 million of plan
       securities;

   (h) Each holder of an allowed class E1 claim (other than claim
       1547 or any other subordinated class plaintiff claim) that
       does not opt out of the releases described in the plan will
       receive cash equal to the amount of its allowed class E1
       claim subject to the disputed claims reserve for class E1.
       Claim 1547 will be allowed and claimants will receive at
       least $15 million, payment of which will be staggered;

   (i) Holders of old Overseas Shipholding equity interests are
       entitled to purchase 12 class A new securities at the price
       of $3.00 per security. If holders choose not to exercise
       their subscription rights, each holder will receive for
       each old equity interest one class B new security;

   (j) By June 3, 2014, all trading of old equity will be
       disregarded; and

   (k) Intercompany claims are unimpaired and will be reinstated
       or discharged and satisfied.

                   About Overseas Shipholding

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

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

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

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

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

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


OVERSEAS SHIPHOLDING: Asks Court to Extend Exclusive Periods
------------------------------------------------------------
Overseas Shipholding Group, Inc., and 180 affiliates ask the
Bankruptcy Court to extend the exclusive period to solicit votes
on a plan of reorganization to July 14, 2014.

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, relates that Overseas Shipholding is poised
to confirm its reorganization plan, which generally provides for
the payment of all allowed unsecured claims in full, the
reinstatement of certain unsecured notes, and a substantial return
to holders of common stock. The plan represents the culmination of
months of work to ensure the highest possible value for
stakeholders.

On May 28, 2014, the Court set forth the procedures that govern
the solicitation of votes on plan, which is currently underway.
Creditors and interest holders have until July 7, 2014, to return
completed ballots and rights offering solicitation materials.

However, the exclusive solicitation period currently expires on
June 30, 2014. Overseas Shipholding request a final extension of
the exclusive solicitation period by two weeks to allow the
solicitation of votes on the plan to continue uninterrupted.

Mr. Butz point out that if extension is not granted, it would only
serve to distract Overseas Shipholding and their professionals and
sow potential confusion among creditors and stakeholders at the
most crucial phase of these cases.

Overseas Shipholding is represented by:

     James L. Bromley, Esq.
     Luke A. Barefoot, Esq.
     CLEARY GOTTLIEB STEEN & HAMILTON LLP
     One Liberty Plaza
     New York, NY 10006
     Telephone: (212) 225-2000
     Facsimile: (212) 225-3999

          - and -

     Derek C. Abbott, Esq.
     Daniel B. Butz, Esq.
     William M. Alleman, Jr. , Esq.
     MORRIS, NICHOLS, ARSHT & TUNNELL LLP
     1201 North Market Street
     P.O. Box 1347
     Wilmington, DE 19801
     Telephone: (302) 658-9200
     Facsimile: (302) 658-3989

                   About Overseas Shipholding

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

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

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

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

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

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

                           *     *     *

In May 2014, the Debtors won Bankruptcy Court approval of the
disclosure statement explaining their amended plan of
reorganization that effectuates the terms of an alternative plan
received from the parties under an Equity Commitment Agreement.
Those parties include certain holders of existing equity interests
of the Company representing approximately 30% of the existing
common stock of OSG.

The plan confirmation hearing is on July 18, 2014, at 9:30 a.m.,
prevailing Eastern Time. The Court has directed that objections to
confirmation of the plan should be filed by July 11, 2014.


OVERSEAS SHIPHOLDING: Wants to Amend Collective Bargaining Deals
----------------------------------------------------------------
Overseas Shipholding Group, Inc., and 180 affiliates seek the
Bankruptcy Court's authority to:

   (a) enter into an amendment to the January 4, 2012 memorandum
       of understanding modifying the collective bargaining
       agreement with the District No. 1 - Pacific Coast District,
       Marine Engineers Union; and

   (b) assume and perform their obligations under the MEBA CBA, as
       amended.

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, tells the Court that the transportation of
oil and petroleum products via U.S. Flag and Jones Actcertified
tankers is one of Overseas Shipholding's principal business
segments and key sources of revenue. In 2013, U.S. Flag tanker
operations produced $275 million in gross revenue.

Mr. Butz explains that as Overseas Shipholding continue to prepare
for emergence from bankruptcy proceedings, their ability to
maintain the efficient and profitable operation of their U.S. Flag
tanker fleet is essential to their successful reorganization. This
in turn depends on their ability to attract and retain first-rate
marine engineers, whose role in operating and maintaining tanker
propulsion and support systems is indispensable.

While Overseas Shipholding and MEBA, which represents the
engineers aboard their fleet of 14 U.S. Flag tankers, have
historically been able to work together to attract and retain
topflight tanker engineers, recent industry trends have created
certain hiring and retention challenges with respect to these
engineers. Mr. Butz notes that compensation for engineers is lower
on tankers than on other forms of vessel, such as container ships.
Also, in spite of the lower pay engineers receive for their work
on tankers, additional licensing is necessary for engineers to
work on tankers.

Additionally, MEBA recently acquired exclusive work contracts on
eight government-owned "roll-on/roll-off" vessels, vessels that
provide vehicular access via built-in ramps, thus increasing
industry competition for the already-limited pool of MEBA
engineers.

For these reasons, Overseas Shipholding have determined that it is
in their best interests to improve their ability to attract tanker
engineers by providing MEBA tanker engineers with an annual
pension contribution, which will be calculated for each MEBA
Engineer as 50% of the amount currently contributed to his or her
MEBA-provided pension plan.

Mr. Butz point out that the practical effect of the pension
contribution will be to reduce the amount of pension plan
contributions that each MEBA Engineer is responsible for, thus
effecting a net increase in these engineers' take-home wages. The
pension contribution will entail a cost of $179 per tanker per
day, or an annual cost of $900,000.

In exchange for the pension contribution, MEBA has committed to
fill open tanker engineer positions.

Mr. Butz maintains that in exchange for a modest payment, Overseas
Shipholding will reaffirm their ability to fill U.S. Flag tanker
engineer positions with top-grade engineers, ensuring that they
can maintain the high caliber of engineer service that has been
crucial to their past success in the U.S. Flag and Jones Act
business segments and bolstering their prospects for a successful
emergence.

                   About Overseas Shipholding

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

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

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

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

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

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

                           *     *     *

In May 2014, the Debtors won Bankruptcy Court approval of the
disclosure statement explaining their amended plan of
reorganization that effectuates the terms of an alternative plan
received from the parties under an Equity Commitment Agreement.
Those parties include certain holders of existing equity interests
of the Company representing approximately 30% of the existing
common stock of OSG.

The plan confirmation hearing is on July 18, 2014, at 9:30 a.m.,
prevailing Eastern Time. The Court has directed that objections to
confirmation of the plan should be filed by July 11, 2014.


OVERSEAS SHIPHOLDING: Ask Court to Clarify Discovery Limits
-----------------------------------------------------------
Overseas Shipholding Group, Inc., and its affiliates ask the
Bankruptcy Court to issue a protective order pursuant to the
procedures for confirmation of their first amended plan of
reorganization.

Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, relates that some parties have asserted an
entitlement to interest on interest under two series of
outstanding notes, and have served broad-ranging document and
deposition discovery on Overseas Shipholding, seeking documents
over the past 20 years. The parties believe that the governing
documents are unambiguous and the amount at issue is $2.3 million.

Overseas Shipholding specifically ask the Court to rule that no
document or deposition discovery could be taken unless the Court
makes a threshold determination as to whether any ambiguity
requires resort to extrinsic evidence.

Mr. Abbott says that, with the requested ruling, the issue may be
mooted or the parties will resolve the dispute or make appropriate
reserves to permit discovery to continue post-confirmation of the
plan, while conserving estate resources. Mr. Abbott notes that the
discovery is for a claims allowance dispute and not a plan
confirmation dispute.

The present dispute concerns the anticipated confirmation
objections of three parties:

   (a) Bank of New York Mellon Trust Company, indenture trustee
       under an indenture dated as of December 1, 1993 in respect
       of 8.75% notes due 2013;

   (b) Wilmington Trust Company, indenture trustee under an
       indenture dated as of March 7, 2003 in respect of 7.5%
       notes due 2024; and

   (c) the official committee of unsecured creditors.

Overseas Shipholding do not believe that holders of the notes are
entitled to interest on interest because the indentures provide
for payment of interest on interest following an acceleration of
default only at the rate prescribed in the securities.

Overseas Shipholding propose to use confirmation briefing to
resolve the interpretation of the notes and their governing
documents which all parties agree are unambiguous.

At a June 5 meeting, the objecting parties were unwilling to stand
down on their requested discovery pending the Court's
determination on the documents.

                   About Overseas Shipholding

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

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

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

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

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

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

                           *     *     *

In May 2014, the Debtors won Bankruptcy Court approval of the
disclosure statement explaining their amended plan of
reorganization that effectuates the terms of an alternative plan
received from the parties under an Equity Commitment Agreement.
Those parties include certain holders of existing equity interests
of the Company representing approximately 30% of the existing
common stock of OSG.

The plan confirmation hearing is on July 18, 2014, at 9:30 a.m.,
prevailing Eastern Time. The Court has directed that objections to
confirmation of the plan should be filed by July 11, 2014.


PANACHE BEVERAGE: Grants 500,000 Shares Options to CEO
------------------------------------------------------
Michael Romer, Panache Beverage, Inc.'s interim president and
chief executive officer, was granted three-year options to
purchase 500,000 shares of the Company's common stock at $0.15 per
share pursuant to the Company's 2012 Non-Qualified Stock Option
Plan.  The options are exercisable fifty percent immediately, with
the balance vesting in equal amounts every six months over a two-
year period.  The options were granted in connection with his role
in the successful conclusion to the transactions associated with
the Restructuring Agreement.

On June 11, 2014, the Company, certain of its subsidiaries and
former officers entered into a restructuring agreement with
Consilium Corporate Recovery Master Fund, Ltd (the "Lender").  The
Company, its affiliates and subsidiaries had entered into previous
loan transactions with Lender, dated Dec. 21, 2012, and May 9,
2013, respectively, as amended to date.  As of the date of the
Restructuring Agreement, the Company and its affiliates were
obligated to Lender under the Previous Loans in the aggregate
principal amount of $6,922,212.  The Company received written
notice from Lender on May 6, 2014 of certain events of defaults
under the Previous Loans and subsequently entered into a
forbearance agreement with the Lender.

In connection with the Restructuring Agreement, in consideration
for the cancellation of approximately $1,164,000 principal amount
of Obligations, the Shareholders agreed to transfer an aggregate
of 16,629,876 shares of the Company's common stock held by those
Shareholders to the Lender or its designated assignee.  In
addition, the Shareholders agreed to the cancellation of warrants
to purchase an aggregate 1,200,000 shares of Company common stock
held by them.  In connection with those transactions, the Lender
terminated various stock pledge and security agreements it had
entered into with the Shareholders.

In addition, the Company granted to directors David Shara and
Nicholas Hines similar options to purchase 150,000 shares of the
Company's common stock each.

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

                       http://is.gd/iH4Dpx

                      About Panache Beverage

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

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

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


PEREGRINE FINANCIAL: CFTC Rebuked For US Bank Discovery Delay
-------------------------------------------------------------
Law360 reported that an Iowa federal judge promptly quashed the
U.S. Commodity Futures Trading Commission's bid to delay discovery
in its lawsuit against U.S. Bank NA, which the regulator is
accusing of aiding a $215 million fraud that took down Peregrine
Financial Group Inc.
According to the report, the CFTC sought to delay a motion so the
court could consider the agency's appeal of an earlier decision
granting U.S. Bank's demand that the CFTC be given a deadline to
produce discovery, according to Chief Magistrate Judge Jon Stuart
Scoles order.  The CFTC said that setting the deadline before the
district court hears its objections would render its concerns
moot, and that U.S. Bank would not be harmed by waiting any
longer, the report related.  Judge Scoles, however, disagreed,
saying he decided to rule on the matter without waiting for U.S.
Bank's response, the report further related.

The case is U.S. Commodity Futures Trading Commission v. U.S. Bank
NA, case number 6:13-cv-02041, in the U.S. District Court for the
Northern District of Iowa.

                   About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PHYSICIANS UNITED: Declared Insolvent; To be Closed on July 1
-------------------------------------------------------------
Charles Elmore at The Palm Beach Post reports that the state's
fastest-growing Medicare Advantage plan has been declared
insolvent and ordered liquidated, affecting more than 38,000
customers statewide and 1,347 in Palm Beach County, Florida.

Physicians United Plan Inc. (PUP), based in Orlando, will be
closed by July 1 under a judge's order, leaving customers
concerned, the report says.

According to the report, Chris Cate, spokesman for the state's
Department of Financial Services said State officials are working
with the Centers for Medicare and Medicaid Services to transition
customers to another plan or back to original Medicare.

The insurer was declared insolvent and ordered liquidated by a
judge in Tallahassee on June 9, The Palm Beach Post reports.

As recently as February, the report recalls, the company announced
it was "proud to be at the top of the list for overall growth for
its fourth consecutive year" among Medicare Advantage plans in the
state, averaging growth of 30 percent a year, according to the
company's website. It expanded from one county in 2005 to 17
counties "with plans to continue expansion through 2016."

According to The Palm Beach Post, marketing director Gigi Henry
said then, "Four years is great, but we hope to celebrate being
the fastest growing Medicare Advantage plan in Florida 10 years
from now. And we'll keep working hard to get there."

But in April, a state consent order said unless the insurer
received a capital infusion of $30 million by June 3, there would
be grounds for liquidation, the report notes.

The Palm Beach Post notes that the Florida Office of Insurance
Regulation found the insurer had assets of $92.5 million and
liabilities of $105.3 million, leaving it "clearly insolvent."
State officials took issue with its handling of $34.6 million in
"risk-sharing receivables" due from medical providers.

"PUP's insolvency poses a serious danger to the financial safety"
of policyholders and others, Insurance Commissioner Kevin McCarty
wrote to Florida Chief Financial Officer Jeff Atwater June 3, the
report adds.


PLAYA RESORTS: S&P Affirms 'BB-' Rating on Credit Facility
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' issue-level
rating and '1' recovery rating on all-inclusive resort owner Playa
Hotels & Resorts B.V.'s existing credit facility (consisting of
the upsized $50 million revolver due 2018 and the $375 million
term loan due 2019).  In addition, S&P affirmed the 'B-' issue-
level rating and '5' recovery rating on the company's $375 million
senior unsecured notes, although recovery prospects for the notes
are now at the lower end of the recovery range (10% to 30%)
because of additional secured debt in the capital structure.  The
'B' corporate credit rating on parent guarantor Playa Hotels &
Resorts B.V. is unchanged and the rating outlook is stable.

S&P's 'B' corporate credit rating reflects its financial risk
assessment of "highly leveraged" and its business risk assessment
of "weak."

The highly leveraged financial risk assessment is based on S&P's
expectation for total debt to EBITDA to be about 8x in 2014 and
improve to the mid-6x area in 2015.  In addition, S&P expects
EBITDA coverage of cash interest expense to be in the low-2x area
in 2015, which is good for the highly leveraged assessment.
Including an aggregate of $293 million of 10% pay-in-kind (PIK)
preferred equity outstanding as of March 2014 that S&P treats as
debt-like, total adjusted debt to EBITDA would be in the mid-11x
area in 2014 and in the high-9x area in 2015, and EBITDA coverage
of total interest and PIK dividends would be in the low-1x area
through 2015.  Debt-like features of the preferred equity include
a maturity date one year after the senior unsecured notes mature
in 2020 and a high PIK rate for preferred dividends, which can
motivate a company to refinance preferred shares, often with debt.
However, the Hyatt preferred equity terms also include Playa's
right to require Hyatt to redeem (or at Hyatt's election to
convert to common equity) up to $125 million of its $225 million
preferred share position with proceeds from a future IPO or other
equity raise.  In addition, there is a debt incurrence covenant in
the bank facility that will restrict Playa's ability to refinance
a significant portion of the preferred equity with debt.  Also,
S&P views the large Hyatt preferred investment in Playa as
supportive.  The non-cash PIK dividend increases the company's
near-term financial flexibility.

S&P's rating on Playa reflects its assessment of the company's
business risk as "weak," based on limited geographic and business
diversity compared with other global leisure companies, high
volatility over the lodging cycle, and travel-related event risk
in the company's Mexican and Caribbean resort markets.  S&P also
takes into account the high levels of competition for leisure
discretionary spending as well as the integration, renovation, and
rebranding risks associated with the acquired resorts (three of
which face significant renovations) and the launch of two new
Hyatt all-inclusive resort brands.  In addition, following the
acquisition of the eight all-inclusive resorts from Playa's
predecessor, Playa terminated two management contracts starting in
mid-2014 at resorts that AMResorts currently manages, and Playa
will begin to manage these resorts.  These risks are partially
offset by an experienced management team and a good position in,
and the increasing popularity of, the all-inclusive resort
vacation market.  Playa's portfolio of 13 all-inclusive resorts
also includes the four resorts and a management company purchased
in 2013 from BD Real Resorts, and a resort in Jamaica.

Notwithstanding the inherent risks involved in the launch of new
lodging brands, S&P views favorably Hyatt's large financial
investment in Playa, Playa's exclusive right to partner with Hyatt
in establishing two new all-inclusive resort brands in five
countries in Latin America and the Caribbean, and Playa's future
access to Hyatt's distribution system.


PLUG POWER: Files Financial Statements of ReliOn with SEC
---------------------------------------------------------
Plug Power Inc. amended its current report on Form 8-K originally
filed on April 2, 2014.  The initial Form 8-K reported that Plug
Power, through its wholly-owned subsidiary Emergent Power Inc.,
completed the acquisition of substantially all of the assets of
ReliOn, Inc.  The Initial Form 8-K also indicated that the
financial statements and pro forma financial information required
under the Form 8-K would be filed by amendment to the Initial Form
8-K no later than 71 calendar days after the date the Initial Form
8-K was required to be filed.

Accordingly, the Company filed the amendment to include the
audited financial statements of ReliOn and the unaudited pro forma
condensed combined financial information required pursuant to Rule
3-05 and Article 11 of Regulation S-X in connection with the
acquisition of ReliOn.

For the year ended Dec. 31, 2013, ReliOn reported a net loss of
$7.74 million on $4.58 million of sales.  As of Dec. 31, 2013,
ReliOn had $14.12 million in total assets, $11.47 million in total
liabilities, $91.95 million in total redeemable convertible
preferred stock, and a $89.29 million total stockholders' deficit.

Copies of the Financial Statements are available at:

                         http://is.gd/lE6aYC
                         http://is.gd/yb39MZ

                          About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

Plug Power reported a net loss attributable to common shareholders
of $62.79 million on $26.60 million of total revenue for the year
ended Dec. 31, 2013, as compared with a net loss attributable to
common shareholders of $31.86 million on $26.10 million of total
revenue during the prior year.

The Company's balance sheet at March 31, 2014, showed $95.20
million in total assets, $46.85 million in total liabilities,
$2.37 million in redeemable preferred stock and $45.97 million in
total stockholders' equity.

                        Bankruptcy Warning

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, funding the growth in our
GenKey "turn-key" solution which also includes the installation of
our customer's hydrogen infrastructure as well as delivery of the
hydrogen molecule, and continued development and expansion of our
products.  Our ability to achieve profitability and meet future
liquidity needs and capital requirements will depend upon numerous
factors, including the timing and quantity of product orders and
shipments; the timing and amount of our operating expenses; the
timing and costs of working capital needs; the timing and costs of
building a sales base; the timing and costs of developing
marketing and distribution channels; the timing and costs of
product service requirements; the timing and costs of hiring and
training product staff; the extent to which our products gain
market acceptance; the timing and costs of product development and
introductions; the extent of our ongoing and any new research and
development programs; and changes in our strategy or our planned
activities.  If we are unable to fund our operations, we may be
required to delay, reduce and/or cease our operations and/or seek
bankruptcy protection," the Company said the Report.


PWK TIMBERLAND: Plan Outline Hearing Continued to July 10
---------------------------------------------------------
The hearing to consider adequacy of the First Amended Disclosure
Statement describing PWK Timberland LLC's Plan has been continued
to July 10, 2014 at 10:30 a.m.

The previous Disclosure Statement hearing date was June 10, 2014.

Among other things, the First Amended Disclosure Statement include
more updates on the Debtor's case since it filed for bankruptcy.

A copy of the First Amended Disclosure Statement dated April 30,
2014, is available for free at:

     http://bankrupt.com/misc/PWKTIMBERLAND_1stAmdDS.PDF

As reported in the Dec. 11, 2013 edition of The Troubled Company
Reporter, PWK Timberland's Plan provides that all allowed claims
will be satisfied in full.  The Plan contemplates (i) that the
unsecured claims of former members are unimpaired; (ii) the Debtor
does not believe there are any general unsecured creditors but if
there are, they will be paid in full on the Effective Date; and
(iii) equity holders agreed to forgo any payments under the plan
until all impaired creditors have been paid in according to the
terms of the Plan.

                       About PWK Timberland

Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11
protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013.
Gerald J. Casey, Esq., serves as counsel to the Debtor.  The
Debtor disclosed $15,038,448 in assets and $1,792,957 in
liabilities as of the Chapter 11 filing.


REALOGY HOLDINGS: Extends Securitization Program Until 2015
-----------------------------------------------------------
Realogy Group LLC, an indirect subsidiary of Realogy Holdings
Corp., and its subsidiaries extended the existing Apple Ridge
Funding LLC securitization program utilized by Realogy Group's
relocation services operating unit, Cartus Corporation.  The
extension was effected pursuant to an amendment to the Note
Purchase Agreement dated as of Dec. 14, 2011, by and among Cartus,
Realogy Group, the managing agents, committed purchasers and
conduit purchasers, and Cr'dit Agricole Corporate and Investment
Bank, as administrative agent.  The managing agents, committed
purchasers or conduit purchasers that are parties to the Note
Purchase Agreement are CA-CIB, The Bank of Nova Scotia, Wells
Fargo Bank, National Association, Atlantic Asset Securitization
LLC, Salisbury Receivables Company LLC, Liberty Street Funding LLC
and Barclays Bank PLC.

Under the terms of the amended Note Purchase Agreement, the
program has been extended until June 12, 2015, subject to
extension for an additional period of 364 days from the date that
is 90 days prior to the expiration of the then existing term.  The
maximum borrowing under the facility remains at $325 million,
based upon the amount of eligible assets being financed at any
given point in time.

The parties to the Note Purchase Agreement and their respective
affiliates have performed and may in the future perform, various
commercial banking, investment banking and other financial
advisory services for Realogy Holdings and its subsidiaries for
which they have received, and will receive, customary fees and
expenses.

                         About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.  Realogy Holdings
and Realogy Group incurred a net loss of $441 million on $4.09
billion of net revenues in 2011, following a net loss of $99
million on $4.09 billion of net revenues for 2010.

As of June 30, 2013, the Company had $7.29 billion in total
assets, $5.75 billion in total liabilities and $1.54 billion in
total equity.

                        Bankruptcy Warning

"Our ability to make scheduled payments or to refinance our debt
obligations depends on our financial and operating performance,
which is subject to prevailing economic and competitive conditions
and to certain financial, business and other factors beyond our
control.  We cannot assure you that we will maintain a level of
cash flows from operating activities and from drawings on our
revolving credit facilities sufficient to permit us to pay the
principal, premium, if any, and interest on our indebtedness or
meet our operating expenses.

If our cash flows and capital resources are insufficient to fund
our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional
debt or equity capital or restructure or refinance our
indebtedness.  We cannot assure you that we would be able to take
any of these actions, that these actions would be successful and
permit us to meet our scheduled debt service obligations or that
these actions would be permitted under the terms of our existing
or future debt agreements.

If we cannot make scheduled payments on our debt, we will be in
default and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our senior secured credit facility could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its annual report for the period ended
     Dec. 31, 2012.

                           *     *     *

In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3.  The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


RESTORGENEX CORP: Amends Report on Paloma Pharma Acquisition
------------------------------------------------------------
RestorGenex Corporation, on April 2, 2014, filed a current report
on Form 8-K to report the acquisition of Paloma Pharmaceuticals,
Inc., on March 28, 2014, pursuant to an Agreement and Plan of
Merger with Paloma Merger Sub, Inc., Paloma and David Sherris,
Ph.D.  The Company amended the original report to provide
financial statements required by Item 9.01.

For the year ended Dec. 31, 2013, Paloma reported a net loss of
$714,380 on $0 of revenues and gross margin as compared with a net
loss of $622,276 on $0 of revenues and gross margin for the year
ended Dec. 31, 2012.  As of Dec. 31, 2013, Paloma had $937,876 in
total assets, $1.35 million in total liabilities, all current, and
a $421,329 total shareholders' deficit.

A copy of the Audited Consolidated Financial Statements of Paloma
Pharmaceuticals, Inc., as of and for the years ended Dec. 31,
2013, and 2012 and unaudited Financial Statements of Paloma
Pharmaceuticals, Inc., as of and for the three months ended
March 31, 2014 and 2013, is available for free at:

                          http://is.gd/kP4Afg

A copy of the Unaudited Pro Forma Combined Condensed Statements of
Income for Paloma Pharmaceuticals is available at:

                          http://is.gd/0x5mmC

                          About RestorGenex

RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas.  The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014.  RestorGenex Corporation is based in Los Angeles,
California.

Restorgenex reported a net loss of $2.45 million in 2013 following
a net loss of $6.85 million in 2012.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that RestorGenex Corporation has suffered recurring
losses and has negative cash flow from operations.  These
conditions raise substantial doubt as to the ability of
RestorGenex Corporation to continue as a going concern.


REVEL AC: Atlantic City Casino Files for Bankruptcy Again
---------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
Atlantic City's Revel resort and casino filed for Chapter 11
protection, its second trip to bankruptcy court in recent years.

According to the report, the high-end resort and casino?at 47
stories, the tallest building in Atlantic City, N.J.?listed
liabilities of between $500 million and $1 billion in its
bankruptcy petition, filed with the U.S. Bankruptcy Court in
Camden, N.J. It reported assets in the same range.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates first sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

The Official Committee of Unsecured Creditor retained Christopher
A. Ward, Esq., Jason Nagi, Esq., and Jarrett Vine, Esq., at
Polsinelli PC as counsel.

Revel AC Inc. on May 21, 2013, disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11
of the United States Bankruptcy Code.  Through the restructuring
plan, which has been approved by both the U.S. Bankruptcy Court
for the District of New Jersey (Camden) and the New Jersey Casino
Control Commission, Revel has reduced its outstanding debt by
approximately $1.2 billion, or 82%, and its annual interest
expense on a cash basis by $98 million, or 96%.


QUALITY DISTRIBUTION: Units to Redeem $22.5-Mil. Senior Notes
-------------------------------------------------------------
Quality Distribution, Inc.'s wholly owned subsidiaries, Quality
Distribution, LLC, and QD Capital Corporation have issued notice
that they will redeem $22.5 million in aggregate principal amount
of their 9.875% Second-Priority Senior Notes due 2018 on July 16,
2014.  The redemption price for the 2018 Notes will be equal to
100% of the aggregate redemption amount of $22.5 million (plus
accrued but unpaid interest up to the Redemption Date) plus a 3.0%
premium.  Borrowings under QD LLC's existing revolving ABL credit
facility or cash on hand will be used to fund the redemption.

"This redemption is another successful step towards achieving our
previously discussed goal of reducing our higher cost debt, while
maintaining strong liquidity," commented Joe Troy, executive vice
president and chief financial officer.  "Today's announcement
reinforces our commitment to reducing leverage with our free cash
flow and enhancing shareholder value."

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30 percent of the common
stock of Quality Distribution, Inc.

Quality Distribution reported a net loss of $42.03 million on
$929.81 million of total operating revenues for the year ended
Dec. 31, 2013, as compared with net income of $50.07 million on
$842.11 million of total operating revenues in 2012.

As of March 31, 2014, the Company had $443.15 million in total
assets, $494.39 million in total liabilities and a $51.24 million
total shareholders' deficit.

                         Bankruptcy Warning

The Company had consolidated indebtedness and capital lease
obligations, including current maturities, of $383.3 million as of
Dec. 31, 2013.  The Company must make regular payments under the
ABL Facility, including the $17.5 million senior secured term loan
facility that was fully funded on July 15, 2013, and the Company's
capital leases and semi-annual interest payments under its 2018
Notes.

"The ABL Facility matures August 2016.  Obligations under the Term
Loan mature on June 14, 2016 or the earlier date on which the ABL
Facility terminates.  The maturity date of the ABL Facility,
including the Term Loan, may be accelerated if we default on our
obligations.  If the maturity of the ABL Facility and/or such
other debt is accelerated, we may not have sufficient cash on hand
to repay the ABL Facility and/or such other debt or be able to
refinance the ABL Facility and/or such other debt on acceptable
terms, or at all.  The failure to repay or refinance the ABL
Facility and/or such other debt at maturity would have a material
adverse effect on our business and financial condition, would
cause substantial liquidity problems and may result in the
bankruptcy of us and/or our subsidiaries.  Any actual or potential
bankruptcy or liquidity crisis may materially harm our
relationships with our customers, suppliers and independent
affiliates," the Company said in the Annual Report for the year
ended Dec. 31, 2013.

                           *    *     *

As reported in the TCR on June 28, 2013, Moody's Investors Service
upgraded Quality Distribution, LLC's Corporate Family Rating to B2
from B3 and Probability of Default Rating to B2-PD from B3-PD.

The upgrade of Quality's CFR to B2 was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the B2 rating level.  The
company is in the process of integrating the bolt-on acquisitions
made in its Energy Logistics business sector since 2011.


QUANTUM FOODS: Live Webcast Asset Auction Scheduled for June 24-26
------------------------------------------------------------------
By order of the U.S. Bankruptcy Court, Tiger Group's Remarketing
Services Division and Schneider Industries will conduct a live
webcast auction on June 24, 25 and 26 for the assets of meat and
poultry processing packing and distribution facilities formerly
owned by Quantum Foods.  Online bidding is now under way for the
assets, which include a 220,000-square-foot production facility,
an 80,000-square-foot culinary facility, and a 250,000-square-foot
cold-storage distribution center.

Bidders can attend the June 24 through June 26 event in person at
Quantum's main plant located at 750 S. Schmidt Rd. in Bolingbrook,
or can participate in the live webcast through bidspotter.com.
The auctions begin at 10:30 a.m. (CT) each day.  For direct links
to the sale catalog, and to submit bids prior to the auction, go
to www.SoldTiger.com

Previews will be held at each of the three individual sites in
Bolingbrook, from 9:00 a.m. to 5:00 p.m. (CT) on June 20th, 21st
and 23rd.  In addition to the main plant at 750 S. Schmidt Rd.,
these facilities include the culinary plant at 525 W. Crossroads
Parkway and the cold storage distribution center at 550 Historic
U.S. 66 Frontage.

"This falls in the 'sales not to miss' category for anyone in the
meat processing and packaging industries, as well food processing,
cold storage, distribution or related businesses," said
Jeff Tanenbaum, President of Tiger Remarketing Services.  "With
over 600,000 square feet of equipment in excellent condition,
buyers will find some great buying opportunities.  The real
opportunity, though, would be for someone to buy the operation
intact, something that we are continuing to entertain up until the
auction date."

Quantum Foods was launched more than two decades ago, as a hand-
cut beef butcher.  The company ultimately grew to an approximately
1,100-employee operation, supplying commercial accounts as well as
overseas military bases.  However, the recent withdrawal of troops
in the Middle East, along with the loss of top retail clients,
hurt its business operations, leading the company to file for
Chapter 11 bankruptcy on February 18, 2014 in the Delaware
Bankruptcy Court (case number 1:14-bk-10318).

The auction features equipment from all major brands -- Formax,
Vemag, JBT, CFS, Aerofreeze, Tiromat, Hayssen, Ishida, Yamoto,
Safeline, FPEC, Wolf Tec, Marlen, Challenge, Carouthers, Alkar,
Polac, and Wolf King.  The offering includes mixing, grinding,
forming, tenderizing and cutting equipment, as well as cooking and
frying lines and smokehouses at the company's 220,000-square-foot
main plant and 80,000-square-foot culinary plant.

The sale also includes pallet racking, material handling equipment
and a late model hyperbaric high-pressure pasteurizing unit at the
company's 250,000-square-foot cold storage distribution center, as
well as trucks, trailers, boilers, compressors, office equipment
and other support equipment throughout all facilities.

For a full catalog of the items offered, facility locations for
individual items, and details on how to schedule a site visit and
bid, go to: www.SoldTiger.com

                       About Tiger Group

Tiger Group -- http://www.TigerGroup.com-- provides asset
valuation, advisory and disposition services to a broad range of
retail, wholesale, and industrial clients.  With over 40 years of
experience and significant financial backing, Tiger offers a
uniquely nimble combination of expertise, innovation and financial
resources to drive results.  Tiger's seasoned professionals help
clients identify the underlying value of assets, monitor asset
risk factors and, when needed, provide capital or convert assets
to capital quickly and decisively.  Tiger's collaborative,
straight-forward approach is the foundation for its many long-term
'partner' relationships and decades of success.  Tiger operates
main offices in Boston, Los Angeles and New York.

                        About Quantum Foods

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

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

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

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

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

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


ROBINSON ELEVATOR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Robinson Elevator Group LLC
        652 Rahway Avenue
        Union, NJ 07083

Case No.: 14-22475

Chapter 11 Petition Date: June 17, 2014

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

Judge: Hon. Novalyn L. Winfield

Debtor's Counsel: Sam Della Fera, Esq.
                  TRENK, DIPASQUALE DELLA FERA & SODONO, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8677
                  Email: sdellafera@trenklawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brian Ralli, vice president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb14-22475.pdf


ROOFING SUPPLY: Moody's Affirms 'B3' CFR; Outlook Revises to Neg.
-----------------------------------------------------------------
Moody's Investors Service, changed the rating outlook of Roofing
Supply Group, LLC ("RSG"), a national distributor of roofing
products and related building materials, to negative from stable
since operating performance is below Moody's previous
expectations, resulting in very weak debt leverage credit metrics.
In a related rating action, Moody's affirmed RSG's B3 Corporate
Family Rating and its B3-PD Probability of Default Rating.

The following rating/assessments are affected by this action:

  Corporate Family Rating affirmed at B3;

  Probability of Default Rating affirmed at B3-PD;

  Senior secured term loan due 2019 affirmed at B3 (LGD4, 52%
  from LGD4, 51%); and,

  Senior unsecured notes due 2020 affirmed at Caa1 (LGD5, 74%).

Ratings Rationale

The change in RSG's rating outlook to negative from stable results
from operating performance below Moody's previous expectations.
Moody's view is that the company will have difficulty generating
significant levels of earnings and free cash flow necessary to
improve debt credit, resulting in very weak debt credit metrics.
Performance is being negatively impacted by acquisition-related
costs, branch expansion costs, and ongoing investments in
infrastructure. Adjusted EBITDA margin was significantly below the
levels achieved for the same period of the previous year. As a
result, Moody's projects debt leverage will remain in the 7.0x -
7.5x range over the next 12 to 18 months, and interest coverage,
defined as (EBITDA-CAPEX)-to-interest expense will be in the 1.25x
-- 1.5x range over Moody's time horizon. Retained cash flow-to-
debt will likely remain below 5% over Moody's time horizon (all
ratios incorporate Moody's adjustments). These key credit metrics
are characteristic of lower rated entities.

A downgrade to lower ratings is not warranted at this time, since
Moody's anticipates RSG to achieve some margin expansion as it
benefits from its acquisitions and investments. Also, RSG should
generate sufficient cash flows through the balance of the year,
albeit at lower levels than previously anticipated, to meet its
interest and principal payments. Providing further offset to the
weak debt credit metrics, for now, is considerable availability
under the company's asset-based revolver. Although the $175
million revolving credit facility is used largely for seasonal
working capital needs in the first half of year, Moody's believe
that revolver availability will remain high relative to the size
of RSG's revenue base. RSG will use free cash flow to pay down
these borrowings, especially in the second half of the year when
free cash flow generation is the strongest.

A downgrade could ensue if actions taken by RSG fail to improve
its operating performance such that leverage remains above 7.5x,
interest coverage lingers around 1.25x, or retained cash flow-to-
debt stays under 5% (all ratios incorporate Moody's adjustments).
Excessive usage of the revolving credit facility or dividends
could pressure the ratings as well.

Stabilization of the ratings may occur if RSG's operating
performance and resulting key debt credit metrics exceed Moody's
forecasts. Permanent debt reduction beyond paying down revolving
borrowings, and stronger cash flows would also support a change in
the company's negative rating outlook.

Roofing Supply Group, LLC ("RSG"), headquartered in Dallas, TX, is
a national distributor of roofing products and related building
materials supplying roofing contractors, home builders, and
retailers. Clayton, Dubilier & Rice, LLC, through its respective
affiliates, is the primary owner of RSG. Revenues for the 12
months through March 31, 2014 totaled about $1.0 billion.

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


RYNARD PROPERTIES: Management Agreement With LEDIC Okayed
---------------------------------------------------------
Bankruptcy Judge Jennie D. Latta has approved an interim
management agreement between Rynard Properties Ridgecrest, and
LEDIC Management Group.

Previously, the Debtor requested that the Court approve a
management agreement with BVM Management, Inc. for the management
of Ridgecrest Apartment Complex.  Objections were filed by Fannie
Mae and Samuel K. Crocker, the United States Trustee for Region 8.
At the April 30 hearing, the Court heard preliminary statements
and argument of counsel with offers of proof.

In this relation, the Debtor withdrew the motion to employ BVM
Management.  Since it needed a management company for an orderly
and efficient operation of the apartment complex, it substituted
LEDIC on an interim basis, with the consent of Fannie Mae.  The
management contract with LEDIC may be renewed for an additional 30
days or longer.

The Court did not rule on the position of the U.S. Trustee and
Fannie Mae as to whether the employment of LEDIC as a management
company of the apartment complex requires employment under
11 U.S.C. Sec. 327 and filing of a verified statement and the
position of the Debtor that the approval of a management company
for an apartment complex is not a professional requiring approval
and the "disinterested" test.

The Debtor's management agreement with TESCO ended April 30, 2014.

Court papers filed by the Debtor reveal that BVM has common
members or owners as the general partner of the Debtor but asserts
they have mutual interests and/or incentive to have a successful
reorganization and efficient operation and running of the
apartment complex in accordance with the Cash Collateral Order and
budget with Fannie Mae.

The Debtor also has said its contract with TESCO requires a 6%
management fee with other bookkeeping and associated fees that
increase the fees to TESCO of a fee up to 9%.  The management
agreement with BVM is for a cost of only 3% management fee.

The Debtor is represented by:

         Toni Campbell Parker, Esq.
         615 Oakleaf Office Lane
         P.O. Box 240666
         Memphis, TN 38124-0666
         Tel: (901) 483-1020
         Fax: (866) 489-7938
         E-mail: Tparker002@att.net

              About Rynard Properties Ridgecrest LP

Rynard Properties Ridgecrest LP is a Tennessee limited
partnership.  Its principal place of business is 2881 Rangeline
Road, Memphis, TN 38127, and the Debtor operates a 256 unit
multifamily apartment complex of Section 8 housing named
Ridgecrest Apartments and currently has TESCO operating the
complex as leasing agent.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Tenn. Case No. 14-22674) on March 13, 2014.  John Bartle signed
the petition as secretary/treasurer of Ridgecrest LLC, general
partner of the Debtor.  In its schedules, the Debtor disclosed
$16,231,959 in total assets and $8,734,000 in total liabilities.
Toni Campbell Parker serves as the Debtor's counsel.  Judge
Jennie D. Latta oversees the case.

The U.S. Trustee for Region 8 has notified the Bankruptcy Court
that it was unable to appoint an official committee of unsecured
creditors.

According to the docket, the Chapter 11 plan and disclosure
statement are due July 11, 2014.


SEARS METHODIST: Has Interim Authority to Tap $600,000 DIP Loans
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, gave certain debtor affiliates of Sears Methodist
Retirement System, Inc., interim authority to obtain postpetition
financing from Wells Fargo Bank National Association, as master
trustee and bond trustee, up to an interim maximum amount of
$600,000, on a senior secured, superpriority basis, through the
period ending July 15, 2014.

The DIP Loans will bear interest at the rate of 6.25%.  From and
after the occurrence of a termination event and until the time as
any and all DIP obligations are satisfied in full in cash, the DIP
Loan will accrue interest at a rate of 8.25%.

The Debtors were also given interim authority to use cash
collateral securing their prepetition indebtedness until the
earlier of (i) the occurrence of a termination event, or (ii)
July 15, 2014.

The Debtor group authorized to tap the Wells Fargo DIP Loan and
Wells Fargo Cash Collateral is composed of Sears Methodist
Retirement System, Inc., Sears Permian Retirement Corporation,
Sears Methodist Centers, Inc., Sears Panhandle Retirement
Corporation, Sears Methodist Foundation, and Sears Brazos
Retirement Corporation.  This group of Debtors is jointly and
severally liable for payment and performance under certain notes
executed in connection with the issuance of the following bonds:

   (a) Between 1998 and 2003, the Debtors secured permanent
       financing through a series of bond offerings by the Abilene
       Health Facilities Development Corporation in the aggregate
       principal amount of approximately $73.1 million.

   (b) In April 2013, pursuant to an Offer to Tender and Exchange,
       the holders of the Previously Issued Bonds were given the
       opportunity to tender their Previously Issued Bonds for
       Series 2013A Retirement Facility Revenue Bonds and Series
       2013D Retirement Facility Revenue Bonds to be issued by Red
       River Health Facilities Development Corporation.  As a
       result of the Offer, the principal amount of the Exchange
       Bonds to be issued in exchange for the Original Bonds was
       $69,130,000.

   (c) On May 9, 2013, pursuant to an Indenture of Trust, dated as
       of May 1, 2013, between Red River and Wells Fargo Bank,
       National Association, Red River issued (i) $69,130,000 in
       Exchange Bonds; (ii) $19,405,000 in Series 2013B Retirement
       Facility Revenue Bonds, (iii) $2,285,000 in Series 2013C
       Retirement Facility Revenue Bonds, and (iv) $765,000 in
       Series 2013D Retirement Facility Revenue Bonds.

Separately, the Debtors sought and obtained authority from the
Court to designate an independent escrow agent to receive and hold
in trust the entrance fees received from prospective residents of
the Debtors' facilities into an escrow account.  The Escrow Agent
is authorized to return EDs to the respective residents who had
made those payments to the extent (a) the resident is entitled to
a refund under his or her residency agreement, or (b) their
respective facility closes.

A final hearing to consider the DIP/Cash Collateral Motion will be
held on July 14, 2014, at 2:30 p.m. (CST).  Any party desiring to
object to the relief sought in the Cash Collateral Motion on a
final basis must file a written objection with the Court on or
before July 10.

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

Sears Methodist Retirement System, Inc., sought protection under
Chapter 11 of the Bankruptcy Code on June 10, 2014 (Case No. 14-
32821, Bankr. N.D. Tex.).  The case is assigned to Judge Stacey G.
Jernigan.  The Debtors' counsel is Vincent P. Slusher, Esq., and
Andrew Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas;
and Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and
Jacob S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.


SEARS METHODIST: Units Have Interim OK to Use Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, issued orders separately giving certain debtor
affiliates of Sears Methodist Retirement System, Inc., et al.,
interim authority to use cash collateral securing their
prepetition indebtedness.

Debtor Sears Plains Retirement Corporation obtained interim
authority to use the cash collateral of Prosperity Bank, N.A.
Plains is obligated to Prosperity under the following
undertakings: (1) approximately $8.2 million of bank loan debt;
(2) a certain A note, accruing interest at 3.50%, a B note,
accruing interest at 3.50%, and a C note, accruing interest at
4.25%; and (3) a security agreement, dated Dec. 1, 2011, and a
deed of trust, security agreement, and assignment of rents dated
Dec. 1, 2011, each securing repayment of the prepetition
obligations.  A full-text copy of the Plains Cash Collateral Order
with Budget is available for free at:

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

The Court also gave Debtor Sears Caprock Retirement Corporation
interim authority to use the cash collateral of Santander Bank,
N.A.  Caprock is indebted to Santander Bank pursuant to an HFDC of
Central Texas, Inc. Variable Rate Demand Retirement Facility
Revenue Bonds, Series 2008A, in the aggregate principal amount of
$3,275,000, and the Variable Rate Demand Retirement Facility
Revenue Bonds, Series 2008B, in the aggregate principal amount of
$4,620,000.  A full-text copy of the Caprock Cash Collateral Order
with Budget is available for free at:

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

Debtors Odessa Methodist Housing, Inc., and Canyons Senior Living,
L.P., were given interim authority to use the cash collateral of
the United States Department of Housing and Urban Development,
Prudential Huntoon Paige Associates, Ltd., and the Texas
Department of Housing and Community Affairs.  The Debtors are
obligated under the following undertakings: (1) a Building Loan
Agreement, dated as of Oct. 28, 2010, by and between CSL and
Prudential; (2) a Security Agreement, dated as of Oct. 28, 2010,
by and between CSL and Prudential; (3) a Firm Commitment for
Capital Financing, dated as of Sept. 9, 1996, by HUD; and (4) a
Deed of Trust, dated as of Oct. 9, 1996, by and between OMH, as
successor grantor, and Jack Stark, as trustee.  A full-text copy
of the HUD Debtors with Budget is available for free at:

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

Debtor Sears Tyler Methodist Retirement Corporation is given
interim authority to use the cash collateral of UMB Bank, N.A., as
successor master trustee, under certain prepetition bond
indentures in the total aggregate principal amount of
approximately $49.4 million.  A full-text copy of the Tyler Cash
Collateral Order with Budget is available at:

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

A final hearing on the requests to use cash collateral will be
scheduled for July 14, 2014, at 2:30 p.m. CST.  Objections are due
July 10.

Sears Methodist Retirement System, Inc., sought protection under
Chapter 11 of the Bankruptcy Code on June 10, 2014 (Case No. 14-
32821, Bankr. N.D. Tex.).  The case is assigned to Judge Stacey G.
Jernigan.  The Debtors' counsel is Vincent P. Slusher, Esq., and
Andrew Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas;
and Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and
Jacob S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.


SEARS METHODIST: Has Until July 8 to File Schedules, Statements
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, gave Sears Methodist Retirement System, Inc., et
al., until July 8, 2014, to file their schedules of assets and
liabilities and statements of financial affairs.  The Debtors'
Chapter 11 cases are procedurally consolidated and jointly
administered under Case No. 14-32821.

Sears Methodist Retirement System, Inc., sought protection under
Chapter 11 of the Bankruptcy Code on June 10, 2014 (Case No. 14-
32821, Bankr. N.D. Tex.).  The case is assigned to Judge Stacey G.
Jernigan.  The Debtors' counsel is Vincent P. Slusher, Esq., and
Andrew Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas;
and Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and
Jacob S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.


SEQUENOM INC: Inks Services Agreement with Quest Diagnostics
------------------------------------------------------------
Sequenom, Inc., through its wholly-owned subsidiary Sequenom
Center for Molecular Medicine, LLC, entered into an Agreement for
Services with Quest Diagnostics Incorporated, pursuant to which
SCMM will provide its MaterniT21 PLUS laboratory-developed test
service to Quest, and has agreed to provide a related laboratory-
developed test service to Quest in the future following its
commercialization.  After an initial period following the
execution of the Services Agreement through the term of the
Services Agreement, Quest has agreed not to order from or contract
with any other laboratory, other than SCMM, for the provision of
non-invasive prenatal testing services for or on behalf of Quest's
physician customers and their patients and SCMM has agreed not to
provide or contract with any third party laboratory that has
securities that are traded on a public stock exchange with annual
revenues greater than one billion dollars for the Testing
Services.  Notwithstanding the foregoing, in the event that the
Future Testing Service is not commercialized by SCMM by a date
sometime in the fourth quarter of 2014, then the Quest Exclusivity
will immediately terminate.  Pursuant to the Services Agreement,
Quest has agreed to pay SCMM a fixed fee for each Testing Service
performed by SCMM on Quest's behalf.

The Services Agreement has a term of two years, but will
automatically renew for additional terms of one year each unless
either party provides at least 60 days prior written notice to the
other party; provided, however, that the Services Agreement can be
earlier terminated (i) by the mutual agreement of the parties,
(ii) by a party upon an uncured material breach of the Services
Agreement by the other party, (iii) by Quest if any action is
taken against SCMM to revoke, suspend or terminate any license to
operate a clinical laboratory or to revoke, suspend or terminate
SCMM's participation in Medicaid, Medicare or other federally
funded programs, and such action is not resolved within 90 days,
or (iv) by Quest if the Testing Services are determined by a court
to infringe the intellectual property of a third party and SCMM
has not obtained the rights necessary to enable Quest to continue
to use the Testing Services or an alternative and comparable
testing service.

Concurrently with the execution of the Services Agreement,
Sequenom and Quest entered into a License Agreement pursuant to
which Sequenom granted Quest a royalty-bearing, non-exclusive
license (without the right to sublicense) to rights held by
Sequenom related to patents and patent applications filed in the
United States, Canada, Mexico, and India for the use of cell-free
fetal nucleic acids from biological samples obtained from pregnant
women for prenatal diagnostic testing by whole genome massively
parallel sequencing, for use by Quest solely to develop, perform
and sell laboratory-developed tests for non-invasive detection and
diagnosis of prenatal aneuploidy and fetal abnormalities in the
Territory.  Pursuant to the License Agreement, during such time
that a claim of a patent or patent application included in the
Licensed Rights remains in effect, Quest has agreed to pay
Sequenom a royalty each time results of a laboratory-developed
test utilizing the Licensed Rights is generated on behalf of a
single patient and such results are provided to the patient and
are intended to become part of the medical records of such
patient.  This royalty is the greater of (i) a specified
percentage of the net sales of each Reportable Result or (ii) a
specified dollar amount for each Reportable Result, which such
dollar amount will, following the five-year anniversary of the
License Agreement, be increased on an annual basis to adjust for
inflation.

The License Agreement will remain in effect until the last to
expire of the Licensed Rights; provided, however, that the License
Agreement can be earlier terminated (i) by a party upon an uncured
material breach of the License Agreement by the other party, (ii)
by Sequenom if Quest challenges the validity of the Licensed
Rights and such challenge is not withdrawn within 30 days, or
(iii) by Quest, in its sole discretion, upon 90 days prior written
notice to Sequenom.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom incurred a net loss of $107.40 million in 2013, a net
loss of $117.02 million in 2012 and a net loss of $74.13
million in 2011.  The Company's balance sheet at March 31, 2014,
showed $122.85 million in total assets, $181.49 million in total
liabilities and a $58.63 million total stockholders' deficit.


SERVICEMASTER CO: S&P Retains 'B-' CCR on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B-' corporate credit
rating on Memphis-based The ServiceMaster Co. LLC remains on
CreditWatch, where they were placed on May 8, 2014, with positive
implications.

At the same time, S&P is assigning its 'B+' issue-level ratings
and a recovery rating of '2' to ServiceMaster's proposed senior
secured $300 million revolving credit and $1.825 billion term
facilities.  S&P's recovery ratings of '2' on these facilities
indicates its expectation of substantial (70% to 90%) recovery for
lenders in the event of a payment default. Issuance of the
proposed credit facilities will be contingent upon successful
completion of the proposed IPO and proceeds from the proposed
credit facility will refinance existing debt.  The ratings are
also based on proposed terms and are subject to review upon
receipt of final documentation.

All other issue-level ratings, including S&P's 'B' secured debt
rating and its 'CCC+' senior unsecured debt rating, are unchanged
and remain on CreditWatch with positive implications.  The
respective recovery ratings also remain unchanged at '2',
indicating S&P's expectation of substantial (70% to 90%) recovery,
and '5', indicating its expectation for modest (10% to 30%)
recovery.

"The CreditWatch placement reflects our view that credit measures
will improve if ServiceMaster is successful in completing its IPO
as planned, raising roughly $700 million in new equity," said
Standard & Poor's credit analyst Linda Phelps.  "We anticipate the
company will use proceeds from the offering to reduce currently
high debt levels."

If the planned IPO is completed, Standard & Poor's estimates debt-
to-EBITDA leverage will decline to the 7x area from 7.8x for the
12 months ended March 31, 2014.

S&P could raise its ratings one notch if an IPO is completed as
planned and it believes leverage will be sustainable in the 7x
area.  Alternatively, S&P could affirm its ratings if the IPO is
not completed and credit measures remain very weak.


SOLENIS INTERNATIONAL: S&P Assigns 'B' CCR; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Solenis International L.P.  The outlook is
stable.  At the same time, based on preliminary terms and
conditions, S&P assigned a rating of 'B' (the same as the
corporate credit rating) and a recovery rating of '3' to Solenis'
proposed $200 million revolving credit facility and $945 million
in first-lien term loans.  S&P also assigned a 'B-' issue rating
(one notch below the corporate credit rating) and a recovery
rating of '5' to the company's proposed $470 million second-lien
term loan.

"Our 'B' rating on Solenis has been derived from our anchor of
'b', based on our assessments of a 'fair' business risk and
'highly leveraged' financial risk profile for the company," said
Standard & Poor's credit analyst Paul Kurias.  There is no impact
of any modifier on the ratings.

The fair business risk profile reflects the company's large global
market shares in some of its low-margin specialty chemicals
business; its capability to customize applications for customers
in a key market, the pulp and paper segment; and its large sales
and technical work force which creates potential for value-added
offerings and insulation from input raw material volatility.
However, the company has not entirely demonstrated its ability to
convert this potential into margins in the mid-to-high teens or
higher, associated with many specialty businesses.  EBITDA margins
were at about 12% (pro forma for businesses no longer part of the
acquisition) at year-end 2013.

In S&P's assessment, Solenis' financial risk profile is highly
leveraged.  The company's ownership by a private-equity sponsor,
Clayton, Dubilier & Rice (CD&R), and S&P's related view that
leverage will remain in the highly leveraged category are key
reasons for its assessment.  S&P anticipates that the ratio of
total debt to EBITDA will average around 6.3x and the ratio of FFO
will average around 10% over the next three years.  S&P believes
that the company will not support a meaningful improvement in
leverage metrics.  On the other hand, S&P do not expect the
company to fund large acquisitions, shareholder rewards, or growth
opportunities in a manner that increases its leverage
significantly so that the ratio of total debt to EBITDA exceeds 7x
at any given point in time.  S&P anticipates only modest
improvements in leverage beyond 2014 caused by EBITDA growth.

The stable outlook reflects S&P's expectation for steady operating
performance in the first year under the new ownership.  In S&P's
base case it do not build in an improvement in margins from 2013
levels (on a pro forma basis) though S&P believes there is some
potential for improvement in the future.  S&P do not anticipate
debt-funded acquisitions, growth opportunities, or shareholder
rewards that increase leverage from current levels.  S&P expects
that the ratio of FFO to total debt will be around 10% in the
first year of operations.

S&P will lower ratings if EBITDA for 2014 is less than it
anticipates or if debt increases above proposed levels so that the
ratio of FFO declines below 7% or the ratio of total debt to
EBITDA increases above 7x with no immediate prospect for an
improvement.  Unexpected operating weakness resulting in a
reduction in revenue or a decline in margin by about 200 basis
points could result in a downgrade scenario as envisioned.

S&P currently considers an upgrade unlikely within the next 12
months, based on its expectations for high leverage, and S&P's
view that, given the company's ownership by a financial sponsor,
any leverage improvement to levels appropriate for a higher rating
will not be sustained.  Appropriate leverage for a higher rating
would include an FFO to total debt ratio of over 12% and a total
debt to EBITDA ratio of below 5x.  S&P also do not anticipate an
upgrade resulting from an improvement in its business risk profile
assessment.  An upside scenario could result from unexpected
strength in EBITDA, margins, and growth rates, on a sustainable
basis that is indicative of a stronger business risk profile than
S&P assumed.


SOLENIS INTERNATIONAL: Moody's Assigns B3 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) to Solenis International, L.P. and assigned B2 ratings to
its proposed first lien credit facilities and a Caa1 rating to its
proposed second lien term loan. Proceeds from the debt financings,
along with approximately $405 million of equity from sponsor
Clayton, Dubilier, and Rice, LLC will be used to fund the purchase
of the Ashland Water Technologies business (which will be renamed
Solenis International LP) from Ashland Inc. for roughly $1.7
billion and to pay transaction fees. The rating outlook is stable.

"Solenis' B3 CFR reflects its high leverage and lack of operating
history as a standalone entity," stated James Wilkins, a Vice
President at Moody's and lead analyst for Solenis.

Solenis International, L.P.

Ratings assigned

  Corporate Family Rating -- B3

  Probability of Default Rating -- B3-PD

  $200mm gtd first lien sr sec revolving credit facility due 2019
  -- B2 (LGD3)

  $630mm gtd first lien sr sec term loan due 2021 -- B2 (LGD3)

  Gtd euro first lien sr sec term loan due 2021 ($315mm
  equivalent) -- B2 (LGD3)

  $470 mm gtd second lien term loan due 2022 -- Caa1 (LGD4)

Outlook - Stable

Ratings Rationale

Solenis' B3 CFR reflects its high leverage (over 7x as of
12/31/2013 on a pro forma basis for the acquisition), narrow
product line (chemicals for the pulp and paper industry and
industrial water applications) and lack of operating history as a
standalone entity. The company's ratings are supported leading
market positions in pulp and paper (which make up about two thirds
of its revenues), global sales base, diverse manufacturing
footprint, EBITDA margins, relatively stable demand for its
products used for industrial water treatment and positive free
cash flow generation.

As a unit of Ashland Inc., the business relied on its parent for
shared corporate services that it will be required to replace as a
standalone company. The company will have transition services
agreements with Ashland Inc to provide the services until such
time as Solenis develops its own capabilities. The company's
historical carve-out audited financials include allocated costs
from its parent (Ashland Inc.) that may not be indicative of the
costs that Solenis will face as a standalone entity. While SG&A
expenses are expected to decrease after the divestiture, one-time
costs could spike in the first couple of years as new systems and
infrastructure are put in place.

Solenis' liquidity is adequate and is supported primarily by
expectations for positive free cash flow in 2014-15, and a new
$200 million 5-year revolver which is expected to be undrawn at
the close. After the carve-out, the company is expected to
maintain little balance sheet cash as it repays debt balances. The
revolver will have a springing first lien net leverage covenant of
6.75x if utilization exceeds 30%, which is not expected to be
tested in its first year of operation as a standalone entity.
While revolver usage is expected to be minimal, the company would
likely have sufficient covenant headroom. The term loans do not
have any financial covenants.

The outlook is stable. The ratings could be upgraded if the
company reduces leverage below 6x on sustained basis while
maintaining or improving its profit margins. Additionally, Moody's
would expect Solenis to establish a track record of operating as a
standalone entity. A deterioration in sales volumes, profit
margins, or increase in leverage above 8x could lead to a
downgrade.

Solenis International, L.P. is a producer of chemicals used in the
manufacture of pulp and paper products as well as for industrial
water treatment. In February 2014, Ashland Inc. announced the
planned sale of its Ashland Water Technologies business to funds
managed by Clayton, Dubilier and Rice. The business will be
operated as a standalone company. Ashland Water Technologies had
revenues of $1.7 billion for the twelve months ended March 31,
2014.


SONOMAX TECH: Regulator Grants Management Cease-Trade Order
-----------------------------------------------------------
Sonomax Technologies Inc. is providing this bi-weekly default
status report in accordance with National Policy 12-203 Cease
Trade Orders for Continuous Disclosure Defaults.  On May 6, 2014,
Sonomax announced by way of press release that for the reasons
disclosed therein, the filing of Sonomax's audited financial
statements for the fiscal year ended December 31, 2013 and the
related management's discussion and analysis would not be
completed by the legal deadline of April 30, 2014.

As a result of the delay in filing the 2013 Annual Financial
Statements, Sonomax's principal regulator, the Autorite des
marches financiers, granted a management cease-trade order
("MCTO") to Sonomax.  The MCTO restricts all trading in securities
of Sonomax, whether direct or indirect, by Sonomax's six directors
and senior officers until such time as the 2013 Annual Financial
Statements are filed by Sonomax.  The MCTO does not affect the
ability of other shareholders of Sonomax to trade their
securities.

As previously reported, Sonomax's failure to file the 2013 Annual
Financial Statements by the prescribed deadline is due to Sonomax
making the necessary arrangements to complete its 2013 annual
audit.  In particular, in light of its difficult financial
situation, Sonomax must make satisfactory arrangements to pay its
auditors.  Sonomax again confirms that is actively seeking the
necessary funding and is confident that it will be able to make
such satisfactory financial arrangements with its auditors
shortly.

Pursuant to the provisions of the alternative information
guidelines specified by National Policy 12-203, Sonomax reports
that since May 6, 2014, except as stated in this default status
report, there have not been any material changes to the
information contained therein; nor any failure by Sonomax to
fulfill its intentions as stated therein with respect to
satisfying the provisions of the alternative information
guidelines, and there are no additional defaults or anticipated
defaults subsequent to the disclosure therein, other than the
delay in filing the 2013 Annual Financial Statements and a default
in filing Sonomax's interim financial statements and related
management discussion and analysis for the quarter ended March 31,
2014 by the prescribed deadline of May 30, 2014.  Further, Sonomax
confirms that, at the date hereof, there are no insolvency
proceedings against it and no other material information
concerning the affairs of Sonomax that has not been generally
disclosed.

Until the 2013 Annual Financial Statements are filed, Sonomax
intends to continue to satisfy the provisions of the alternative
information guidelines specified by National Policy 12-203 by
issuing bi-weekly default status reports in the form of further
press releases, which will also be filed on SEDAR.  Sonomax would
file, to the extent applicable, its next default status report on
or about July 4, 2014.

Sonomax also announced the resignations of Mr. Peter Malouf,
Chairman, and Mr. Peter Brennan, Vice-Chairman of the Board of
Directors of Sonomax.  Management would like to thank these
gentlemen for many years of service and dedication to Sonomax.  As
Sonomax starts down a path to attempt to reorganize the company,
it is no longer possible for them to stay on the Board.  As a
result, the Board of Directors of Sonomax consists of Nick
Laperle, Adam Schwartz and Kevin Veenstra.

                  About Sonomax Technologies Inc.

Sonomax -- http://sonomax.com-- engages in the product
development, research, and licensing of in-ear technologies.  It
has more than 21 patents and 10 trademarks worldwide.


SPRINGLEAF HOLDINGS: Moody's Affirms 'B3' Corp. Family Rating
-------------------------------------------------------------
Moody's investors Service affirmed the B3 corporate family rating
of Springleaf Holdings, Inc. (Springleaf) and the B3 senior
unsecured rating of operating subsidiary Springleaf Finance
Corporation (SFC). Moody's also changed the ratings outlook to
positive from stable.

Ratings Rationale

Moody's affirmation of Springleaf's ratings and positive outlook
revision reflects the company's strengthened franchise in non-
prime consumer lending, improved operating performance in core
business segments, increased liquidity, and strides toward
reducing leverage. Results in Springleaf's shrinking real estate
lending segment continue to represent a drag on the firm's overall
results.

Springleaf has begun to show positive momentum with respect to
operating performance. As Springleaf's real estate portfolio runs
off, earning assets are being replaced with higher yielding non-
prime consumer loans. Moody's expects operating profitability to
increase as average yields continue to improve. Additionally,
Springleaf is actively managing its liabilities by using liquidity
generated from real estate portfolio sales and run-off to reduce
both debt levels and cost of funds, providing the basis for
sustained improvements in profitability in future periods.

Since Moody's prior upgrade on October 13, 2013, Springleaf has
reduced its effective leverage (total debt divided by tangible
common equity) by using a portion of the $231 million of net
proceeds from its October 2013 IPO and approximately $800 million
of net proceeds from a $1.1 billion real estate receivables sale
completed in March to further pay down debt. At March 31, 2014,
effective leverage measured 6.7x. Moody's calculation of effective
leverage includes an adjustment to include only Springleaf's
proportionate share of assets and debt (47%) of the SpringCastle
portfolio.

Presenting longer-term credit concerns are high anticipated
earnings volatility, given the non-prime and sub-prime
characteristics of Springleaf's consumer loan portfolio, as well
as the company's expansion plans in online lending, which Moody's
views as an increase in the company's risk appetite. In addition,
Springleaf's reliance on confidence-sensitive market funding and
secured debt are continuing constraints on its liquidity profile.

Springleaf's corporate family rating and SFC's senior unsecured
ratings could be upgraded if the company continues to reduce
leverage and improve operating performance while maintaining
sufficient liquidity to withstand temporary market disruptions.
Ratings could be downgraded if Springleaf's operating performance
deteriorates and/or leverage materially increases.

Springleaf Holdings, Inc.:

  Corporate Family: B3 rating affirmed

Springleaf Finance Corporation:

  Senior Unsecured: B3 rating affirmed

  Senior Unsecured Shelf/MTN Program: (P)B3 rating affirmed

AGFC Capital Trust I:

  Preferred Stock: Caa2(hyb) rating affirmed

All ratings have a positive outlook.

Springleaf Holdings, Inc., through principal operating subsidiary
Springleaf Finance Corporation, provides consumer finance and
credit insurance products to consumers through a multi-state
branch network.


STACY'S INC: Court Converts Case to Chapter 7 Liquidation
---------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina entered, at the behest of Stacy's Inc.,
an order converting its Chapter 11 bankruptcy case to one under
Chapter 7.

A hearing on the case conversion motion was scheduled for
June 11, 2014, at 2:00 p.m.

The Debtor said in a court filing dated May 9, 2014, that as a
result of primary lender was Bank of the West's refusal to allow
the Debtor to use its cash collateral to pay the income tax
liability and the cash collateral order denying the Debtor's
request to use BOTW's cash collateral, the estate is
administratively insolvent and is left with no possibility of
effectuating a Chapter 11 plan.  The Debtor's most recent analysis
indicates that the Debtor does not have enough funds to pay the
current outstanding administrative expenses in this case.

The Debtor in August 2013 sold the business to MG Acquisition
Inc., an affiliate of Metrolina Greenhouses, for $15.2 million
after no competing bids were entered at a bankruptcy auction.  The
sale closed on Aug. 30, 2013.  The Debtor said in the May 9 filing
that as of closing, the Debtor has no ongoing operations.

As part of the sale negotiations, BOTW allowed the Debtor to
retain a certain amount of its cash collateral to pay agreed upon
post closing expenses.  The Debtor also continued pursuing assets
which were not subject to BOTW's lien.  In September 2013, the
Debtor determined that it would have an income tax liability of
approximately $525,000, resulting from higher collections and
lower payables than anticipated and a much higher working capital
adjustment than predicted.

On May 27, 2014, BOTW asked the Court to direct the Debtor to turn
over to BOTW all cash collateral in the custody, control and
possession of the Debtor, including but not limited to the
approximately $550,470.36 in the Debtor's operating account.

BOTW stated in its motion that it has received payments totaling
$18.87 million, which have come from the sales proceeds and the
Debtor's operating account.  According to the Debtor's
calculations, BOTW has received payments totaling $19.30 million
from these sources.  "Even so, the Debtor does not dispute that it
is currently holding funds which constitute BOTW's cash
collateral.  As a result of the Court's order regarding the use of
cash collateral, the Debtor offered to distribute the cash
collateral in its operating account to BOTW, in the amount of
$516,475.89," the Debtor stated in a court filing dated June 10,
2014.

The Debtor prepared a check made payable to BOTW, along with an
analysis and a certification, agreeing to the distribution.
However, BOTW refused to sign the certification as to distribution
and refused to agree that $516,475.89 was the correct amount of
the cash collateral funds.  By the time BOTW prepared its own
calculations and determined that the amount offered by the Debtor
was the correct amount, the Debtor had filed the motion to
convert.  The Debtor's counsel advised BOTW that the Cash
Collateral Funds were being maintained in its trust account and
would be turned over to the Chapter 7 trustee upon conversion.

The hearing to consider the motion for turnover of cash collateral
is set for July 9, 2014, at 2:00 p.m.

BOTW is represented by:

      Robert C. Byrd, Esq.
      Parker Poe Adams & Bernstein LLP
      200 Meeting Street, Suite 301
      Charleston, SC 29401
      Tel: (843) 727-2650
      Fax: (843) 727-2680
      E-mail: bobbybyrd@parkerpoe.com

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- had 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The Debtor scheduled $26.4 million in total assets and
$31.4 million in liabilities as of the bankruptcy filing.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor tapped Barbara George Barton, Esq., at Barton Law Firm,
P.A, as bankruptcy counsel; Ouzts, Ouzts & Varn, P.A., as its
financial advisor; SSG Advisors, LLC, as its investment banker;
and Faulkner and Thompson, P.A., to provide limited accounting
services.

The Official Committee of Unsecured Creditors retained Reid E.
Dyer, Esq., at Moore & Van Allen, PLLC.


STARR PASS: Ch. 11 Case Reassigned to Judge Hollowell
-----------------------------------------------------
Judge Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona recused herself from hearing any matter on the
Chapter 11 proceeding of Starr Pass Residential, LLC, and directed
that the bankruptcy case be reassigned to Judge Eileen W.
Hollowell.

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.


T-L CHEROKEE: Cole Taylor Bank Files Competing Liquidation Plan
---------------------------------------------------------------
Cole Taylor Bank files with the Bankruptcy Court a disclosure
statement in support of its proposed plan of liquidation dated
June 3, 2014 for T-L Cherokee South LLC.

T-L Cherokee was formed to acquire, own, operate and redevelop the
Cherokee South Shopping Center in Overland Park, Kansas. The
manager of T-L Cherokee is Tri-Land Properties, Inc., a debtor in
its own separate Chapter 11 case.

According to T-L Cherokee's first amended joint disclosure
statement filed on May 13, 2014, its operational and profitability
problems were principally due to the general economic problems
facing the nation and the real estate industry over the last
several years.

Cole Taylor financed T-L Cherokee's purchase of real property in
2004 through a loan for $5.7 million. That loan is currently
evidenced by a third amended and restated promissory note dated
December 31, 2010, payable to Cole Taylor in the principal amount
of 15 million.

Richard M. Bendix, Jr., Esq., at Dykema Gossett PLLC, in Chicago,
Illinois, relates that T-L Cherokee's obligations to Cole Taylor
under the note are secured by a mortgage on the real property, a
security interest in the real property's rents, a security
interest in and lien upon T-L Cherokee's personal property.

Under the terms of the last amendments of the loan, T-L Cherokee's
note matured on March 31, 2014. As of filing for bankruptcy, Cole
Taylor asserts that T-L Cherokee owes it $14,484,781 under the
note. This amount continues to increase as additional interest and
fees accrue.

On March 4, 2014, the Court entered an order terminating the T-L
Cherokee's exclusive right to file a plan of reorganization,
thereby permitting Cole Taylor to file its plan and disclosure
statement.

In Cole Taylor's plan, there are six classes of claims and
interests. Classes 2 and 3 are unimpaired and are presumed to have
accepted the plan. Classes 1, 4-6 are impaired and may vote on the
plan.

Cole Taylor's plan provides for the liquidation of all of T-L
Cherokee's assets on a going concern basis. As a result, the
payments proposed by Cole Taylor to creditors and interest holders
under the plan are not less than the amounts the creditors and
interest holders would receive or retain if T-L Cherokee were
liquidated under Chapter 7 of the Bankruptcy Code, notes Mr.
Bendix.

Cole Taylor is represented by:

     Richard M. Bendix, Jr.
     Maria A. Diakoumakis
     DYKEMA GOSSETT PLLC
     10 S. Wacker Street, Suite 2300
     Chicago, IL 60606
     Tel: 312-876-1700
     Fax: 312-627-2302
     E-mail: rbendix@dykema.com
             mdiakoumakis@dykema.com

                        About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10 million to $50 million.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


TLC HEALTH: Can Access Cash Collateral Until July 16
----------------------------------------------------
The Bankruptcy Court, in a second final order, authorized TLC
Health Network to use the cash collateral and incur indebtedness
until July 16, 2014.

Secured creditors -- Brooks Memorial Hospital, Community Bank,
N.A., University of Pittsburg Medical Center, and the Dormitory
Authority of the State of New York -- assert an interest in the
cash collateral.

As reported in the TCR on Jan. 2, 2014, the cash collateral will
be used in the operation of the Debtor's health care facilities,
treatment of patients, the marketing and sale of the Debtor's
assets, funding the administrative expenses during the bankruptcy
proceeding, and preservation and maximization of the value of the
Debtor's estate.

                   Committee's Challenge Period

UPMC responded to the motion of the Official Committee of
Unsecured Creditors to extend the time for the Committee to
challenge liens of secured lenders, stating that if the Committee
is granted the relief, it may serve to cloud UPMC's rights as a
holder of a valid, perfected, secured claim in the upcoming sale
process.

UPMC was among several secured creditors holding, inter alia, a
security interest in the Debtor's cash collateral.  Through
various interim consent orders, the Debtor has been authorized on
a consensual basis to utilize cash collateral, and UPMC was
provided agreed-upon adequate protection for its secured claims.

Brooks Memorial Hospital has also asked the Court to deny the
Committee's motion.

On June 3, the Committee requested that the Court extend the time
to challenge liens of the secured lenders until June 30, 2014.
The Committee said it has been in the process of investigating the
nature of the relationship between the Debtor and its secured
creditors in the case including UPMC and Brooks.

As reported in the Troubled Company Reporter on Jan. 20, 2014, the
Debtor requested for authorization to access the cash collateral
in which Brooks Memorial Hospital, Community Bank, N.A., UPMC, and
the Dormitory Authority of the State of New York assert an
interest.

                   About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  Damon & Morey LLP is the Debtor's
Special Health Care Law and Corporate Counsel.  The Bonadio Group
is the Debtor's accountants.  Howard P. Schultz & Associates, LLC
is the Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.  The
Committee has tapped NextPoint LLC as financial advisor.

Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.


TLC HEALTH: July 15 Auction of All Assets
-----------------------------------------
TLC Health Network filed an amended notice of auction and sale of
substantially all of their assets, stating that it has corrected
the year of the auction date.

The auction of the assets will commence on July 15, 2014, at 10:00
a.m., at the office of Bond, Schoeneck & King PLLC, 40 Fountain
Plaza, Suite 600, Buffalo, New York.  Qualified bids are due
July 11.

Anyone interested in pursuing a bid for the Debtor's assets or
desires a copy of the motion, the proposed agreement, and the
procedures order must contact:

         MENTER, RUDIN & TRIVELPIECE, P.C.
         Attn: Jeffrey A. Dove, Esq.
         308 Maltbie Street, Suite 200
         Syracuse, NY 13204-1439
         Tel: (315) 474-7541
         E-mail: jdove@menterlaw.com

A hearing to approve the sale to any successful bidder will
be held on July 17, at 1:00 p.m.

On June 10, the Court authorized the Debtor to sell its assets.
The matter was discussed at the June 9 hearing.

The Debtor, in its motion, said that it believes that a sale of
its assets to an interested party will maximize the value of the
Debtor's estate and will represent the best possible outcome for
the case.  The Debtor continues to lose money on operations, and
does not have financing available to continue to operate while it
seeks a definitive contract to sell or refinance its assets.

According to the Debtor, their assets currently secure financing
in the amount of approximately $1.88 million, and are anticipated
to secure an additional $500,000 by the time of the sale hearing.

The Debtor does not currently have a contract with a purchaser
that may serve as a stalking horse bidder and, as a result, all
potential purchasers will compete on a level playing field in
connection with their efforts to acquire the Debtor's assets

A copy of the procedures is available for free at
http://bankrupt.com/misc/TLCHEALTH_391_sale.pdf

                   About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  Damon & Morey LLP is the Debtor's
Special Health Care Law and Corporate Counsel.  The Bonadio Group
is the Debtor's accountants.  Howard P. Schultz & Associates, LLC
is the Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.  The
Committee has tapped NextPoint LLC as financial advisor.

Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.


US CAPITAL: Mapuche Sues 321 North Lender Over Onerous Debt Scheme
------------------------------------------------------------------
U.S. Capital Holdings on June 19 disclosed that a lender to 321
North concocted an onerous debt scheme that was actually an
underhanded attempt to wrest 321 North from Mr. Wei Chen, a
part-owner and corporate manager, according to a lawsuit filed
June 16 in state court.

On behalf of the project's owner, Mapuche LLC, Mr. Chen charges
that two Chinese businessmen and companies in China and Singapore
acted in secret to put Mapuche so far in debt that they could take
the former Fashion Mall through foreclosure.

According to the lawsuit, "Defendants worked together to divest
Mapuche of its interest in the Fashion Mall through an oppressive
and fraudulent loan contract which they knew Mapuche would never
be able to repay."

This legal action follows a lawsuit that Mr. Chen filed in May
against Zhen Zeng Du and Tangsgan Ganglu Iron & Steel Co. Ltd.
charging that Mr. Du used false promises and later false
accusations to acquire a majority interest in Mapuche and later
tried to take control of 321 North.  A lawsuit brought by Mr. Du
and Ganglu against Mr. Chen was dismissed on May 20.  Mr. Chen
prevailed on a motion to dismiss due to lack of federal court
jurisdiction over the case.

Mr. Chen first learned of the loan two years after it was executed
in Zunhua, China from an attachment to that lawsuit.

Mr. Chen formed US Capital Holdings in 2004 to purchase the former
Fashion Mall.  The goal was to redevelop the shuttered property as
a live, work, dine, shop, play, stay destination that integrates
retail, high-end dining and entertainment offerings, high-quality
offices, and residences with an existing, on-site hotel.

US Capital Holdings had filed for protection under bankruptcy laws
in 2012.  Mr. Du promised in March of that year that Ganglu, which
owns 80 percent of Mapuche, would loan the project nearly $50
million, according to the lawsuit.

During the discussions, Mr. Du hid from Mr. Chen the fact that two
months earlier, he had arranged a $50 million loan from a
Singapore company, Bo Rui Investment, according to the latest
lawsuit.  A record from the Singapore government website indicated
that the Bo Rui Investment was registered on May 25, 2012, four
months after the loan contract was signed.  Xianquan Meng signed
for that company; as deputy chairman of the board of directors of
Ganglu, he has close ties to Mr. Du.

Mr. Du signed on behalf of Mapuche without telling Mr. Chen,
despite the fact that Mr. Chen owns the other 20 percent of the
company, according to the lawsuit.  As collateral, Mr. Du gave
Mr. Meng's company rights to take control of the company and 321
North.

The one-year loan carried an 18 percent interest rate that jumped
to 25 percent in return for a one-year extension.  The rate
climbed to 30 percent if the loan was extended again beyond two
years.  If Mapuche defaulted, the lender could sue in the People's
Court in China.

In the two years that have passed, Bo Rui has never contacted
Mapuche or sought repayment, according to the lawsuit.  Mapuche
further alleges that while the funds appeared to come from Bo Rui,
they in fact were supplied by Ganglu as part of an effort by
Mr. Du to gain control of 321 North.

As manager, only Mr. Chen is authorized to enter loans on behalf
of Mapuche, according to the company's corporate document.  On
behalf of the company, he is suing Mr. Du, Mr. Meng, Ganglu and
Bo Rui.  He is asking the court to void the loan agreement and
award damages against the defendants.

                    About US Capital Holdings

US Capital Holdings, LLC, and an affiliate, US Capital/Fashion
Mall, LLC, filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
12-14517 and 12-14519) in Forth Lauderdale, Florida, on Feb. 24,
2012.

US Capital/Fashion Mall is the owner of the former "Fashion Mall
at Plantation", now vacant, located at 321 N. University Drive, in
Plantation, Florida.  US Capital Holdings is the 100% owner of US
Capital/Fashion Mall.  The mall -- http://www.321north.com-- is
presently dormant, in part, as a result of a redevelopment plan
for the mall of a project called 321 North, which is intended to
be a major, retail, office and residential project.  The mall
suffered extensive hurricane damage from Hurricane Wilma, and has
yet to be paid on its insurance claim.

Judge John K. Olson presides over the case.

The Debtor listed assets of $11,496 and liabilities of


US ECOLOGY: S&P Assigns 'BB' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to US Ecology Inc.  The outlook is stable.

At the same time, S&P assigned a senior secured debt rating of
'BB+' (one notch higher than the corporate credit rating) and a
recovery rating of '2' to US Ecology's seven-year $415 million
term loan.  The company has a five-year $125 million revolving
credit facility that S&P' do not rate.

US Ecology used the proceeds from the issuance to acquire EQ-The
Environmental Quality Co. and to pay for associated transaction
fees.  The transaction price of $465 million represents an
approximately 8.6x multiple based on management's estimate of EQ's
fiscal 2013 adjusted EBITDA of $54 million.

"The ratings on US Ecology reflect our assessment of its 'fair'
business risk profile and 'significant' financial risk profile,"
said Standard & Poor's credit analyst James Siahaan.

Boise, Idaho-based US Ecology employs over 450 professionals who
provide radioactive, hazardous, polychlorinated biphenyl (PCB),
and nonhazardous industrial waste management services to
commercial and government entities, such as refineries and
chemical production facilities, manufacturers, electric utilities,
steel mills, medical and academic institutions, and waste brokers.

The company has provided radioactive waste services since 1952 and
hazardous waste services since 1968.  Wayne, Michigan-based EQ is
an integrated environmental services company with over 1,250
employees across 26 service centers and 13 treatment and disposal
facilities.  It owns certified treatment, disposal, and recycling
facilities and provides remediation, industrial cleaning, and
total waste management services in North America.

The stable outlook reflects S&P's expectation that US Ecology will
be able to integrate its acquisition of EQ without significant
difficulties and obtain its projected level of synergies.  S&P
expects the company's pro forma credit measures to remain
appropriate for the "significant" financial risk profile during
the next year, including FFO to debt of 20% to 30%.

S&P could consider an upgrade if the company's integration of EQ
proceeds smoothly and US Ecology either improves its cash flow via
additional waste volumes processed, or reduces its debt to the
extent that its FFO to debt ratio appears likely to increase to
and remain above 30% sustainably.  Based on publicly held US
Ecology's history of modest debt leverage, and management's
commitment to adhere to prudent debt usage following the
transaction, the cash flow leverage metrics could strengthen
during the next few years.

S&P could consider a downgrade if the pro forma FFO to debt ratio
remains below 20% without clear prospects of recovery in the
medium term.  This may happen if the integration of the acquired
business is not successful, if there is a sharp decline in event
business which is less stable compared with the base business, or
if management chooses to adopt more aggressive financial policies.


VERITY CORP: Ronald Kaufman Appointed as President
--------------------------------------------------
Verity Corp. appointed Ronald Kaufman as president effective
June 10, 2014.

Mr. Kaufman, age 57, has been a member of the Company's Board of
Directors since Oct. 21, 2013.  Mr. Kaufman has been a
professional crop and live-stock farmer since 1976.  Mr. Kaufman
has served on the boards of Farmers Home Association and the
Kingsbury County Crop Improvement Board.

There is no understanding or arrangement between Mr. Kaufman and
any other person pursuant to which Mr. Kaufman was selected as an
officer.  Mr. Kaufman does not have any family relationship with
any director, executive officer or person nominated or chosen by
us to become a director or executive officer, except that he is
the nephew of Duane Spader, a member of the Board of Directors.

Appointment of James White as Director

On June 10, 2014, the Company appointed James White, age 62, as a
member of the Company's Board of Directors.  Mr. White has been
chief operating officer of the Company since November 2013.  In
2004, Mr. Wright founded JLW Communications, a consulting company
for sales, marketing and strategic management, including five
years of consulting work for the Company.  Mr. Wright previously
served as president of Triumph Boats, president of McCulloch
Corporation and vice president of Deere & Company.

There is no understanding or arrangement between Mr. White and any
other person pursuant to which Mr. White was selected as an
officer.  Mr. White does not have any family relationship with any
director, executive officer or person nominated or chosen by the
Company to become a director or executive officer.

Appointment of Richard Kamolvathin as Chairman

On June 10, 2014, Richard Kamolvathin was appointed as Chairman of
the Board of Directors of the Company.  On the same date he also
resigned as president of the Company.  Mr. Kamolvathin will
continue to serve as chief executive officer and a member of the
Board of Directors of the Company.  In submitting his resignation,
Mr. Kamolvathin did not express any disagreement with the Company
on any matter relating to the Company's operations, policies or
practices.

Grants 6.3 Million Shares

Verity granted an aggregate of 6,350,000 shares of common stock to
be issued to certain officer, directors, employees and other
providing services to the Company, in consideration of those
services.  Of that amount, 1,000,000 will be granted to the
Company's chief operating Officer, James White, for services in
2015.  Those shares were granted pursuant to the exemption
provided under Section 4(a)(2) of the Securities Act of 1933.

                            About Verity

Sioux Falls, South Dakota-based Verity Corp., formerly AquaLiv
Technologies, Inc., is the parent of Verity Farms II, Inc.,
Aistiva Corporation (formerly AquaLiv, Inc.).  Verity Farms II is
dedicated to providing consumers with safe, high-quality and
nutritious food sources through sustainable crop and livestock
production.  Aistiva's technology alters the behavior of
organisms, including plants and humans, without chemical
interaction.  Aistiva's platform technology influences biological
processes naturally and without chemical interaction.  To date,
Aistiva has released products in the industries of water
treatment, skincare, and agriculture.

Verity Corp. reported a net loss attributable to the Company of
$7.59 million for the year ended Sept. 30, 2013, as compared with
a net loss attributable to the Company of $623,079 during the
prior fiscal year.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Sept. 30, 2013.  The
independent auditors noted that the Company has suffered recurring
losses, has negative working capital, and has yet to generate an
internal net cash flow that raises substantial doubt about its
ability to continue as a going concern.


VERMONT SITEWORKS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Vermont Siteworks, Inc.
        PO Box 1209
        Morrisville, VT 05661

Case No.: 14-10360

Chapter 11 Petition Date: June 18, 2014

Court: United States Bankruptcy Court
       District of Vermont (Rutland)

Judge: Hon. Colleen A. Brown

Debtor's Counsel: Rebecca A Rice, Esq.
                  COHEN & RICE
                  26 West St, Ste 1
                  Rutland, VT 05701-3274
                  Tel: (802) 775-2352
                  Email: Steeplbush@aol.com

Total Assets: $2.29 million

Total Liabilities: $2.54 million

The petition was signed by Nathan Wagner, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vtb14-10360.pdf


VERSO PAPER: Achieves Early Compliance with NYSE Listing Standard
-----------------------------------------------------------------
The New York Stock Exchange has notified Verso Paper Corp. that it
has achieved early compliance with the NYSE's market
capitalization continued listing standard.  The NYSE requires,
among other things, that Verso maintain an average market
capitalization over a consecutive 30 trading-day period of at
least $50 million.  As of the close of trading on June 16, Verso's
average market capitalization over the prior 30 consecutive
trading days was approximately $133 million.  The NYSE stated in
the notice that its decision was based on Verso's consistent
positive performance with respect to the business plan that we
submitted to the NYSE in January 2014 and our achievement of
compliance with the NYSE's minimum market capitalization
requirement over the past two quarterly review periods.  The NYSE
originally had permitted Verso until February 2015 in which to
regain compliance with the market capitalization continued listing
standard.  As a result of this development, Verso is no longer
facing delisting from the NYSE.

                     About Verso Paper Corp.

Verso Paper Corp. -- http://www.versopaper.com-- is a
North American producer of coated papers, including coated
groundwood and coated freesheet, and specialty products. Verso is
headquartered in Memphis, Tennessee, and owns three paper mills
located in Maine and Michigan.  Verso's paper products are used
primarily in media and marketing applications, including
magazines, catalogs and commercial printing applications such as
high-end advertising brochures, annual reports and direct-mail
advertising.


VISUALANT INC: Unit Renews $1MM Credit Facility with BFI Business
-----------------------------------------------------------------
TransTech Systems, Inc., a wholly owned subsidiary of Visualant,
Inc., on Dec. 9, 2008, entered into a $1,000,000 secured credit
facility with BFI Business Finance to fund its operations.  On
June 12, 2014, the secured credit facility was renewed for an
additional six months, with a floor for prime interest of 4.5%
(currently 4.5%) plus 2.5%.  The eligible borrowing is based on
80% of eligible trade accounts receivable, not to exceed
$1,000,000.  The secured credit facility is collateralized by the
assets of TransTech Systems with a guarantee by Visualant,
including all assets of Visualant.  Visualant believes any default
would be satisfied by the assets of TransTech.

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $6.60 million for the year ended
Sept. 30, 2013, as compared with a net loss of $2.72 million for
the year ended Sept. 30, 2012.  As of March 31, 2014, the Company
had $3.48 million in total assets, $8.76 million in total
liabilities, $69,604 in noncontrolling interest and a $5.34
million total stockholders' deficit.

PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company has sustained a net loss from operations and has
an accumulated deficit since inception.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


WAVE SYSTEMS: To Complete $9.9 Million Stock Offering
-----------------------------------------------------
Wave Systems Corp. said it is selling to investors 5,225,560
shares of its common stock at a price of $1.90 per share.
Investors in the offering will also receive five-year warrants to
purchase an aggregate of 2,090,224 shares of Wave's Class A common
stock for $1.90 per share.  The offering is expected to close on
or about June 17, 2014, subject to the satisfaction of customary
closing conditions.

The total gross proceeds of the offering are $9,928,564.  Wave
currently intends to use the net proceeds from this offering for
working capital and general corporate purposes.

Craig-Hallum Capital Group LLC acted as the exclusive placement
agent for the offering.

A shelf registration statement relating to these securities was
declared effective by the Securities and Exchange Commission on
Sept. 12, 2013.

Also on June 11, 2014, Craig-Hallum Capital Group LLC entered into
a placement agency agreement with Wave in which they agreed to act
as placement agent in connection with the offering.  In connection
with the offering, Wave paid the Placement Agent a cash fee of
approximately $695,000, equal to 7 percent of the gross proceeds
paid to Wave in connection with the offering.

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave Systems reported a net loss of $20.32 million in 2013, a net
loss of $33.96 million in 2012 and a net loss of $10.79 million in
2011.

KPMG LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.


WAVEDIVISION HOLDINGS: Add-on Notes No Impact on Moody's B2 CFR
---------------------------------------------------------------
Moody's Investors Service said that the proposed $25 million
increase to $175 million from the originally expected $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), does not impact Wave's B2 Corporate Family Rating, the
negative outlook, or other instrument ratings.

The company plans to place approximately half of the incremental
$25 million at Wave Holdco as cash available for interest expense
on the proposed bonds and use the remainder to fund a larger
dividend to its shareholders, Oak Hill Capital Partners, GI
Partners, and management.

Moody's updated point instruments as shown.

Wave HoldCo, LLC

  Senior Unsecured Bonds, Caa1, LGD adjusted to LGD6, 92% from
  LGD6, 93%

WaveDivision Holdings, LLC

  Senior Secured Bank Credit Facility, Ba3, LGD adjusted to LGD2,
  25% from LGD2, 26%

  Senior Unsecured Bonds, B3, LGD adjusted to LGD5, 73% from
  LGD5, 75%

Ratings Rationale

The upsize would increase leverage to about 7.1 times debt-to-
EBITDA from 5.9 times prior to the dividend and 6.9 times
estimated for the originally proposed Wave Holdco bond offering of
$150 million (all based on trailing twelve months through March
31). However, Moody's believes the excess cash provides better
liquidity to manage the growth investment. Also, Moody's believes
interest expense will be slightly lower than original expectations
based on favorable market reception of the deal.

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.


WAVEDIVISION HOLDINGS: S&P Revises Outlook & Affirms 'B+' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Kirkland, Wash.-based cable service provider WaveDivision Holdings
LLC (Wave) to negative from stable.  At the same time, S&P
affirmed all other ratings, including the 'B+' corporate credit
rating and 'B-' issue-level rating on holding company Wave Holdco
LLC's proposed senior PIK toggle notes due 2019, which the company
is upsizing by $25 million, to $175 million.  The recovery rating
on the notes is '6', which indicates S&P's expectation for
negligible (0%-10%) recovery in the event of payment default.

S&P expects proceeds from the $175 million of PIK toggle notes
will fund a $159 million dividend to shareholders, add around $13
million of cash at the holding company, and pay about $4 million
of related fees and expenses.

"The outlook revision reflects the potential for lower ratings
because leverage, pro forma for the proposed notes upsize, is
higher than our previous expectation at about 7.1x," said Standard
& Poor's credit analyst Allyn Arden.  "As a result, we are more
uncertain as to whether the company will be able to reduce
leverage to below 6.5x over the next year, despite favorable
operating trends.  The 6.5x leverage parameter is a key threshold
for the current ratings."

Standard & Poor's view of Wave's business risk profile reflects
its demographically attractive and well-clustered cable
properties, healthy EBITDA margins, and good capabilities to serve
business customers.  However, the company faces significant
competition from incumbent telephone companies and satellite
television providers.  Wave is also an over-builder (a competitor
to the local cable TV company) in about one-third of its footprint
where it competes with incumbent cable provider Comcast Corp.
Additionally, Wave's penetration levels for video, data, and
telephone service are below the industry average.  These factors
lead to our view of a "satisfactory" business risk profile.

S&P could lower the ratings if Wave's operating performance is
below its expectations such that leverage remains above 6.5x for a
sustained period.


WEST CORP: Plans to Offer $1 Billion Senior Notes
-------------------------------------------------
West Corporation disclosed its intention to offer $1 billion
aggregate principal amount of senior notes due 2022.  Proceeds of
the Notes, together with cash on hand, will be utilized to
repurchase all of its outstanding $500 million in aggregate
principal amount of 8.625% Senior Notes due 2018, up to $200
million of its $650 million in aggregate principal amount of
7.875% Senior Notes due 2019 and repay a portion of its Senior
Secured Term Loan Facility due 2018.

The Notes will be offered in a private offering exempt from the
registration requirements of the Securities Act of 1933, as
amended.  The Notes will be offered only to qualified
institutional buyers pursuant to Rule 144A and to certain persons
outside of the United States pursuant to Regulation S, each under
the Securities Act.

The Notes have not been registered under the Securities Act or any
applicable state securities laws, and, unless so registered, may
not be offered or sold in the United States absent registration or
an applicable exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and other
applicable securities laws.

Additional information is available for free at:

                        http://is.gd/wGSWLf

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corp posted net income of $143.20 million in 2013, as
compared with net income of $125.54 million in 2012.  The
Company's balance sheet at March 31, 2014, showed $3.54 billion in
total assets, $4.25 billion in total liabilities and a $709.40
million total stockholders' deficit.

                         Bankruptcy Warning

"If we cannot make scheduled payments on our debt, we will be in
default, and as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our Senior Secured Credit Facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its quarterly report for the period ended
     March 31, 2014.

                           *    *     *

As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Omaha, Neb.-based
business process outsourcer West Corp. to 'BB-' from 'B+'.  The
upgrade reflects Standard & Poor's view that lower debt leverage
and a less aggressive financial policy will strengthen the
company's financial profile.

In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to B1 from B2.
"The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a
publicly owned company", stated Moody's analyst Suzanne Wingo.


WEST CORP: S&P Affirms 'BB-' CCR; Outlook Stable
------------------------------------------------
Standard & Poor's Ratings Services affirmed all existing ratings,
including the 'BB-' corporate credit rating, on Omaha, Neb.-based
business process outsourcer West Corp.  The rating outlook is
stable.

At the same time, S&P assigned the company's issued $350 million
senior secured term loan A due 2019 an issue-level rating of 'BB'
(one notch above the 'BB-' corporate credit rating on the
company), with a recovery rating of '2', indicating S&P's
expectation for substantial (70% to 90%) recovery for bondholders
in the event of a payment default.

In addition, S&P assigned the company's issued $1 billion senior
notes due 2022 its issue-level rating of 'B+' (one notch below the
'BB-' corporate credit rating on the company), with a recovery
rating of '5', indicating S&P's expectation for modest (10% to
30%) recovery for bondholders in the event of a payment default.

The company will use the proceeds of the notes, the term loan, and
some additional credit revolving capacity to refinance its
existing senior bonds, repay a portion of its term loan B, and
fund the acquisition of Health Advocate Inc.

"In our view, the rating on West Corp. reflects our expectation
that leverage will remain relatively high, in the 4x to 5x area
over the intermediate term, as the company will continue its
acquisition-oriented growth strategy, albeit under a less
aggressive financial policy.  This expectation underscores our
assessment of West Corp.'s financial risk profile as "aggressive"
(based on our criteria).  West Corp. has been an active acquirer
of automated business services companies as it seeks to expand its
presence in higher-margin areas.  We view the company's business
risk profile as "fair," based on its good EBITDA margin and
zelative stability of revenue.  We believe these dynamics will
result in West achieving low- to mid-single-digit percentage
revenue and EBITDA growth, on average, over the intermediate term,
with leverage gradually declining following a near-term increase,"
S&P said.

West Corp. is a business process outsourcer of conferencing
services, public safety services, automated alerts, notifications
services, and agent-based and automated call center services, with
operations in the U.S., the U.K., and many other countries.  The
company has a good EBITDA margin and competitive position in the
fragmented, highly competitive market for communication services.
West Corp. competes with larger peers with significant offshore
operations, and often competes with clients' in-house
capabilities.  The market for conferencing services is
competitive, despite healthy margins.  West Corp. strives to
increase call volume and reduce costs to offset steadily declining
pricing, which it has generally accomplished.  This trade-off will
likely hurt its EBITDA margin over time.  Nonetheless, S&P
believes longer-term trends generally will continue to favor
outsourcers such as West Corp., as companies continue outsourcing
noncore functions to extract operating efficiencies.


WEST CORP: Completes Health Advocate Acquisition
------------------------------------------------
West Corporation has completed the acquisition of Health
AdvocateTM, Inc., an independent provider of healthcare advocacy
services.

"We are pleased to welcome Health Advocate employees and clients
to West," said Tom Barker, chairman and chief executive officer of
West Corporation.  "The expertise of the team at Health Advocate,
as well as the impressive business they have built, will help us
leverage our technology and expertise to bring efficiencies to the
healthcare industry."

The purchase price for Health Advocate was approximately $265
million and was funded with approximately $80 million of cash and
$185 million borrowed from the Company's revolving trade accounts
receivable financing facility at a variable interest rate,
currently 1.58 percent.

Updated 2014 Guidance

The Company has updated a portion of its 2014 guidance to include
its revised expectations for the remainder of 2014 and the results
of SchoolMessenger and Health Advocate.  The Company now expects
consolidated revenue of $2.7 - $2.8 billion for 2014.  The Company
reaffirms its prior guidance of $185-$200 million with respect to
2014 net income.

                        About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

West Corp posted net income of $143.20 million in 2013, as
compared with net income of $125.54 million in 2012.  The
Company's balance sheet at March 31, 2014, showed $3.54 billion in
total assets, $4.25 billion in total liabilities and a $709.40
million total stockholders' deficit.

                         Bankruptcy Warning

"If we cannot make scheduled payments on our debt, we will be in
default, and as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our Senior Secured Credit Facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its quarterly report for the period ended
     March 31, 2014.

                           *    *     *

As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Omaha, Neb.-based
business process outsourcer West Corp. to 'BB-' from 'B+'.  The
upgrade reflects Standard & Poor's view that lower debt leverage
and a less aggressive financial policy will strengthen the
company's financial profile.

In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to B1 from B2.
"The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a
publicly owned company," stated Moody's analyst Suzanne Wingo.


YORK, PA: S&P Lowers Sewer Debt Rating to 'BB+'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Rating Services said that it lowered its
underlying (SPUR) rating on York, Pa's outstanding general
obligation (GO) and York City Sewer Authority guaranteed sewer
debt to 'BB+' from 'BBB-'.  The outlook is stable.

"The lower rating is based on our local GO criteria published
Sept. 12, 2013," said Standard & Poor's credit analyst Timothy
Barrett.

The bonds are GOs of the city and are secured by its full faith
and credit pledge.

"The rating reflects our assessment of the city's very weak
budgetary flexibility and weak budgetary performance," said Mr.
Barrett, "along with its very weak debt and contingent liability
position." Other factors include its:

   -- Adequate management conditions;

   -- Weak economy, characterized by low wealth and income levels
      but, with benefits from the broad and diverse York-Hanover
      metropolitan statistical area (MSA); and

   -- Strong liquidity providing strong cash to cover debt service
      and expenditures.

"The stable outlook reflects measures taken by management to
achieve structural balance to the budget and stem further
financial deterioration," said Mr. Barrett.  It is anticipated
that York will identify further gap-closing actions to ensure
structurally balanced budgets in subsequent years.  Due to years
of structural imbalance and drawdowns in general fund reserves and
cash, liquidity remains pressured. In response to budget
pressures, the city has delayed pension payments since 2007,
which, in turn, has increased the pension liability.

Improvement to the rating depends on the city's ability to
maintain balanced financial operations and positive general fund
reserves.  Should the city revert back to structural budgetary
imbalances, further reducing liquidity or reserves, S&P could
lower the rating.


YMCA OF MILWAUKEE: Employs Ernst & Young as Financial Advisors
--------------------------------------------------------------
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 Ernst & Young LLP as their
financial advisors.

The professional services that E&Y will render postpetition are to
generally provide financial advisory services to the Debtors
during their reorganization process.  More specifically, E&Y will
continue assisting the Debtors in preparation of their schedules,
and the creation of cash-flow analyses to support cash collateral
use; will support the Debtors in the preparation of their monthly
operating reports; and will prepare and, if necessary, support in
court, all financial analyses required for the Debtors' plans and
disclosure statements.

The professionals of E&Y who will be handling the matters will all
work on a blended hourly rate of $450.  The Debtors anticipate
that E&Y will incur charges for its services in the amount ranging
from $395,000 to $615,000.

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.


YMCA OF MILWAUKEE: Taps Reputation Partners as PR Advisors
----------------------------------------------------------
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 Reputation Partners,
L.L.C., as their public relations advisors, to advise the Debtors
concerning their overall communication strategy across a wide
variety of audiences; to develop, create and disseminate written
materials; and to assist and support the Debtors with ongoing
media management in connection with the Chapter 11 cases.

The primary professionals of RP who will be handling the above
matters and their current standard hourly rates are as follow:

   Name                 Position                  Hourly Rate
   ----                 --------                  -----------
   Megan Hakes          Executive Vice-President      $295
                           and Co-Founder
   Nick Kalm            President and CEO             $325
   Brendan Griffith     Senior Associate              $190
   Vanessa Igel         Senior Associate              $190
   Jacob Kuss           Account Coordinator           $190

The Debtor anticipates that RP will incur charges for its services
in the amount ranging from $100,000 to $150,000.

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.


YMCA OF MILWAUKEE: Proposes Aug. 8 Claims Bar Date
--------------------------------------------------
The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., asks the U.S. Bankruptcy Court for the Eastern District of
Wisconsin to fix Aug. 8, 2014, as the deadline for creditors to
file proofs of claim.  The Debtors said in papers filed with the
Court that they must first ascertain the total universe of claims
they need to address before they can properly classify claims,
evaluate a reorganization plan's feasibility, and solicit
creditors' votes.

                      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.


YSC INC: Court Allows Sale of Federal Inn to Richard Song
---------------------------------------------------------
The Bankruptcy Court lifts the obligation of YSC, Inc., to sell
Federal Way Comfort Inn to the originally-approved buyer Sandhu NW
Hospitality, LLC, due to Sandhu's failure to close the purchase by
the May 10, 2014 agreed closing date.  Sandhu is also relieved
from obligation to buy the inn.

The property will instead be sold to Richard Song pursuant to a
Court-approved purchase and sale agreement dated March 13, 2014.

Pertinent terms of the sale agreement are as follows:

   (a) the real estate commission to broker Sam Lee will be 1.5%
       of the purchase price;

   (b) Mr. Song will deposit $100,000 in escrow, while $900,000
       will be held back in escrow from the sale proceeds to pay
       potential capital gains taxes resulting from the sale; and

   (c) Sale closing is on June 17, 2014.

YSC is represented by:

     Emily Jarvis, Esq.
     WELLS AND JARVIS, P.S.
     500 Union Street, Ste. 502
     Seattle, WA 98101

Sandhu is presented by:

     Steve Burnham, Esq.
     CAMPBELL, DILLE, BARNETT & SMITH, PLLC
     317 South Meridian
     Puyallup, WA 98371
     Tel: 253-848-3513
     Fax: 253-845-4941
     E-mail: steveb@cdb-law.com

                          About YSC Inc.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.

Bankruptcy Judge Marc L. Barreca presides over the case.  Wells
and Jarvis, P.S., serves as YSC's counsel.

Scott Hutchison, Esq., represents Whidbey Island Bank.

YSC's principals Sang Kil Yim and Chan Sook Yim filed for personal
Chapter 11 bankruptcy (Case No. 14-10897).


YSC INC: Asks Court Impose Stay for Whidbey Island Bank
-------------------------------------------------------
YSC, Inc. asks the Court not to lift the stay for Whidbey Island
Bank, thus allowing YSC's sale of Comfort Inn to Sang Yims to
proceed. If the Court is inclined to lift the stay, YSC would
request an evidentiary hearing given the wildly divergent opinions
as to the value of the Ramada Inn.

Emily Jarvis, Esq., at Wells and Jarvis, P.S., in Seattle,
Washington, asserts that a party seeking to lift the stay has the
burden of proof on the issue of equity. Whidbey Island Bank has
provided the value of only the Ramada Inn, for $12.8 million. No
appraisals or other information have been filed for the Comfort
Inn or Sang Yims' personal residence. Both of these properties are
also security for Whidbey Island Bank's loan and therefore are
essential components of the question of equity.

YSC contends that Whidbey Island Bank has failed to meet its
burden. Whidbey Island Bank does appear to have provided new
information regarding the valuation of the Ramada Inn through the
motion it filed in the companion case of the Sang Yims.

The bank filed a second appraisal by Donald Heischman asserting a
value that is $4.8 million less than the appraisal the bank has
filed in the YSC, Inc. case. Given the substantial reduction from
the first appraisal (37.5%), YSC views this latest report with
suspicion.

By Mr. Heischman's own admission, the second report is based on
atypical parameters. Ms. Jarvis notes that normally the appraiser
would have conducted a full interior inspection of the property
including a review of furniture, fixtures and equipment, but in
this instance did not because he was instructed not to do so by
the bank. Further, he did not contact the managers to request
updated income statements, occupancy rates or PIP information, as
he normally would have, again on the instructions of the bank.

Instead Mr. Heischman apparently relied upon income/expense
statements from 2012 and 2011. YSC would have cooperated with an
interior review and requests for information but it appears the
bank preferred this more limited, outdated approach, presumably
knowing that the market has improved and the number would be
lower. As set forth in Sang Yim's declaration, YSC has continued
to see improved profitability. Income and occupancy statistics
from two and three years ago are clearly inaccurate for the
present value.

The bank's more recent reported value of $8 million is belied by
the $12 million offer which YSC received earlier this year on the
Ramada Inn. The Ramada Inn is necessary for both reorganizations,
says Ms. Jarvis. Reorganization should be feasible upon sale of
the Comfort Inn.

                          About YSC Inc.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.

Bankruptcy Judge Marc L. Barreca presides over the case.  Wells
and Jarvis, P.S., serves as YSC's counsel.

Scott Hutchison, Esq., represents Whidbey Island Bank.

YSC's principals Sang Kil Yim and Chan Sook Yim filed for personal
Chapter 11 bankruptcy (Case No. 14-10897).


* BofA Sways Judge to Reconsider SEC Mortgage Lawsuit
-----------------------------------------------------
Erik Larson, writing for Bloomberg News, reported that Bank of
America Corp. swayed a judge to rethink his tentative opinion that
a U.S. Securities and Exchange Commission lawsuit over the
issuance of $850 million in mortgage-backed securities should go
forward.

According to the report, the SEC claims the lender failed to file
documents with the regulator that it gave potential investors in
the securities, which later plummeted in value, obscuring the fact
the buyers got false information.  At a hearing on June 11 in
federal court in Asheville, North Carolina, lawyers for the bank
argued that SEC rules governing such disclosures were unclear, the
report related.

The case is U.S. v. Bank of America Corp. (BAC), 13-cv-00446, U.S.
District Court, Western District of North Carolina (Charlotte).


* Bank Regulators Finalize Stricter Tax Refund Guidance
-------------------------------------------------------
Law360 reported that federal banking regulators finalized guidance
forcing bank holding companies to clarify the legal relationship
to their subsidiaries, a change the government said will help
clear up tax disputes that have arisen during bankruptcy
proceedings.  According to the report, the guidance from the
Federal Reserve, the Federal Deposit Insurance Corp. and the
Office of the Comptroller of the Currency require banks and their
holding companies to explicitly state that if the corporate parent
receives any tax refunds it does so only as an agent for its
depository subsidiary.


* Fitch: US Bank TruPS CDOs Combined Default Still Stable in May
----------------------------------------------------------------
According to the latest index results published by Fitch Ratings,
the number of combined defaults and deferrals for U.S. bank TruPS
CDOs has remained stable at 24.4% at the end of May compared with
the previous month.

One bank, American Bancorporation, represented $37 million of
notional in three CDOs marked as defaulted in Fitch's bank TruPS
universe.  American Bancorporation had been deferring interest
payments on its TruPS since May 2008 and reached the end of its
five-year deferral period in 2013 without paying interest due on
its TruPS.  The involuntary bankruptcy filed by the CDO managers
to enforce the TruPS holders' rights was the first such instance
observed in the TruPS universe.

Across 78 TruPS CDOs, 230 bank defaulted issuers remain in the
portfolio, representing approximately $6.6 billion of collateral.
Additionally, 223 issuers are currently deferring interest
payments on $2.6 billion of collateral.


* House Approves Permanent Small-Business Tax Break
---------------------------------------------------
John D. McKinnon, writing for The Wall Street Journal, reported
that the House has voted to make permanent a tax break allowing
small businesses to write off up to $500,000 in new equipment
purchases.  While the move adds to momentum for congressional
efforts to extend a range of now-temporary tax breaks, it also
sharpens a conflict between the House and Senate over whether to
extend the breaks permanently or temporarily, according to the
Journal.

The list of temporary tax breaks, many of which expired at the end
of 2013, has grown over the years and now includes over 50
separate provisions affecting businesses as well as individuals,
the Journal related.  By now, the cost of making them all
permanent is proving to be prohibitive -- almost $1 trillion over
the next decade, the report said.


* Japan Ruling Party to Hold Off Regulating Bitcoin
---------------------------------------------------
Takashi Mochizuki, writing for The Wall Street Journal, reported
that Japan is likely to stop short of regulating bitcoin after a
ruling-party panel looking into issues surrounding the virtual
currency decided that no legislation was needed for now.
According to the report, Prime Minister Shinzo Abe's Liberal
Democratic Party also said that no single government agency should
be appointed to oversee the digital currency. Instead, it called
for self-regulation by those involved in trading in bitcoin, as
the party seeks to nurture the fledgling industry.

In a statement of proposals for how the government should handle
bitcoin, the panel defined the virtual currency as an "electronic
record with value," meaning it is neither a currency nor a
commodity, the report said.


* Battle Between Argentina and Hedge Funds Continues in New York
----------------------------------------------------------------
Peter Eavis, writing for The New York Times' DealBook, reported
that a fierce legal battle between Argentina and New York hedge
funds took a new twist when the country offered to negotiate with
the funds just hours after announcing measures that would help it
avoid a settlement.  According to the report, the dispute returned
to the Federal District Court in Manhattan where the hedge funds,
including a unit of Elliott Management, had previously gained
important victories.

Appearing before Judge Thomas P. Griesa, Argentina's lawyer,
Carmine Boccuzzi of Cleary Gottlieb, said that officials from
Argentina's government would be traveling to New York next week to
negotiate with the hedge funds, which are suing to be paid in full
on $1.3 billion of bonds, the report related.  Judge Griesa,
however, expressed skepticism about Argentina's willingness to
make payments on the hedge funds' bonds, the report further
related.


* BOOK REVIEW: Competition, Regulation, and Rationing
               in Health Care
-----------------------------------------------------
Author:     Greenberg, Warren
Publisher:  Beard Group
Paperback:  188 pages
List Price: $34.95
Review by:  Gail Hoelscher

Order a personal copy today at http://is.gd/3sdhDD

This book is fundamental reading for those involved directly in
health care as well as those interested and concerned about the
past, present and future of the health care industry in the United
States. Originally published in 1990, Warren Greenberg examined
the U.S. health care sector over the period 1960-1988 using
standard industrial organization economic analysis. He looked at
regulation and competition, antitrust elements, technology, and
rationing, as well as pricing behavior and advertising. Although
some experts claimed the health care industry to be unique and
outside the purview of such analysis, Dr. Greenberg demonstrated
that all industries differ in their own ways, but nonetheless can
be analyzed using these techniques.

Dr. Greenberg's first goal in writing this book was to educate the
layperson about the economics of the health care industry.
Economists have pointed out two major potential differences
between health care and other sectors of the economy: uncertainty
of demand and imperfect and imbalanced information on the part of
providers and consumers. Dr. Greenberg agrees with the first and
less so with the second. Obviously, the timing, extent and length
of future illness and the demand for medical services are
impossible to know. A good deal of the consumer's uncertainty is
smoothed over by health insurance. The uncertainty for insurance
companies in the sector is somewhat different than that for other
industries: while consumers commonly seek more health care than
they would if they were not covered, it is rare for someone to
burn down his own home just to collect the insurance. With regard
to the imbalance in information, physicians do indeed know more
about a particular illness and treatment than the average
potential patient, but Dr. Greenberg asks how that differs from
plumbing, law and accounting!

Dr. Greenberg identified and described the industries that make up
the health care sector: medical services, hospitals, insurance,
and long-term care. He explored market failures and imperfections
in each and detailed some of the measures government has taken to
correct these imperfections. For example, he described the efforts
of the federal government to force competition in the medical
services field and how barriers to entry imposed by physicians'
lobbies to limit the number of physicians in practice were lifted,
physicians were permitted to advertise, and restrictions on the
services of nonphysicians were eased. He recounted efforts to
require hospitals to disclose information on mortality rates,
infections, and medical complications.

Dr. Greenberg's second goal in writing the book was to consider
policy options. Although he claims skepticism of regulation (after
working for the federal government), he believes that ongoing
efforts to devise a more efficient and equitable health care
system will require more competition, regulation, and rationing.
He examined the Canadian, British and Dutch systems, so
fascinating and different from ours, and found the Dutch system
the least regulatory and most equitable.

This book is a primer on the health care industry. Dr. Greenberg
explains economic terms in a straightforward and clear way without
condescension and takes the reader way beyond Economics 101.
Although the sector has changed significantly since this book was
published, Dr. Greenberg's analysis of the past offers valuable
insight into why our system evolved the way it did and what
direction it might take in future.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***