TCR_Public/140623.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 23, 2014, Vol. 18, No. 173

                            Headlines

250 AZ: Plan Evidentiary Hearing Set for July 8
250 AZ: RREF II DFC Wants Automatic Stay Lifted
30DC INC: Targets Mushrooming Market for Digital Publishing
ADELPHI ACADEMY: Section 341(a) Meeting Set on July 21
ADVANTA BUSINESS: S&P Lowers Rating on Class B Notes to 'D(sf)'

ADVANTAGE SALES: S&P Puts 'B+' CCR on CreditWatch Negative
AFFILIATED MANAGERS: Fitch Affirms 'BB' Preferred Sec. Rating
AGFEED INDUSTRIES: Seeks to Extend Plan Exclusivity to July 21
ALLIED IRISH: Plans to Implement Capital Reorganization
ALION SCIENCE: Extends Tender Offer Expiration to July 2

AMERICAN APPAREL: Terminates CEO Over Alleged Misconduct
AMNEAL PHARMACEUTICALS: S&P Affirms 'B+' Rating on $495MM Loan
ARI-RC: Wants Plan Solicitation Deadline Extended to Oct. 4
ARI-RC: Case Conference Extended to July 16
AS SEEN ON TV: Swings to $9.3 Million Net Loss in Fiscal 2014

ATP OIL: Hires Togut Segal as Counsel to Pursue Preference Claims
BAY AREA FINANCIAL: Plan Exclusivity Extended to Aug. 11
BON-TON STORES: Shareholders Elected 8 Directors
BROOKSTONE HOLDINGS: Plan Swaps 2014 Notes With 2021 Notes
BROWN MEDICAL: Ch. 11 Trustee Supplements Carr Riggs' Employment

BROWNSVILLE MD: Wins Okay to Use Cash for Utilities & Insurance
C-MOTECH CO: Chapter 15 Case Summary
CARELINE HOSPICE: Case Summary & 20 Largest Unsecured Creditors
CASH STORE: Issues Default Status Report
CASH STORE: S&P Withdraws 'D' ICR on Insufficient Information

COLDWATER CREEK: Disclosure Hearing Set Back to June 23
CONFIE SEGUROS: S&P Raises CCR to 'B'; Outlook Stable
CORNERSTONE HOMES: Can Hire Nothnagle Realtors as Realtor
D.R. HORTON: Fitch Raises Issuer Default Rating to 'BB+'
DAST BARRANCA: Foreclosure Auction Set for July 2

DETROIT, MI: Attorney General Subpoenaed on Art Collection
DEVONSHIRE PGA: Wants Final Decree Closing Chapter 11 Cases
DEWEY & LEBOEUF: Workers Get $3MM for Mass Firings Without Notice
ENERGY FUTURE: NYSE to Delist Corporate Bonds Effective July 1
ENGLOBAL CORP: Four Directors Elected to Board

FIRST DATA: Holdings Gets $3.5 Billion in Equity Investment
FIRST DATA: S&P Puts 'B+' Rating on CreditWatch Positive
FIRST SECURITY: Shareholders Elected 9 Directors
FLORIDA GAMING: Court Relieves Receiver of Duties, Surety Bonds
FLORIDA GAMING: June 26 Hearing on Employment of Morrison Brown

FLORIDA GAMING: July 16 Combined Hearing on Plan and Outline
FLORIDA GAMING: Deal Resolving Advisory Agreement Dispute Okayed
FLUX POWER: Lithium-Ion Battery Business Projected to Boom
FOUNDATION HEALTHCARE: Amends Loan Agreement with Arvest Bank
FR UTILITY: S&P Retains Secured 'B+' Rating Over New $35MM Loan

FUSION TELECOMMUNICATIONS: Launches Offering of 8.4MM Shares
GENCO SHIPPING: Amends Restructuring Support Agreement
GENCO SHIPPING: Equity Panel Taps CMG Advisory as Expert
GENCO SHIPPING: Deloitte & Touche Approved as Independent Auditor
GENCO SHIPPING: Committee Defends Rothschild Retention

GENERAL STEEL: Fails to Comply with NYSE's $1 Bid Price Rule
GFI GROUP: S&P Lowers ICR to 'B'; Outlook Is Stable
GLOBALSTAR INC: Registers $9.9MM Common Shares for Resale
GUIDED THERAPEUTICS: Stockholders Elected Six Directors
HD SUPPLY: Presented at City Global Investment Conference

HERCULES OFFSHORE: Files Fleet Status Report as of June 19
HORIZON LINES: PERSO Owns 4.6% of Class A Shares
INTELLICELL BIOSCIENCES: Widens Net Loss to $13-Mil. in Q1
INTERCEPT ENERGY: KR Margetson Expresses Going Concern Doubt
IOWA GAMING: Judge Won't Bar License Termination

IZEA INC: Launches Secondary Offering of 68.5MM Common Shares
KID BRANDS: Seeks to Obtain $49 Million in DIP Financing
LAKELAND INDUSTRIES: Two Directors Elected at Annual Meeting
LATTICE INC: Inks $1.5 Million Note Purchase Agreement
LEARFIELD COMMUNICATIONS: Moody's Keeps B3 CFR Over Add-on Debt

LEVEL 3: Fitch Affirms 'B+' Issuer Default Rating
LEXARIA CORP: Has $493-K Net Loss in Q2 Ending Apr. 30
LUXLAS FUND: S&P Raises CCR to 'BB-' on Improved Credit Ratios
LPATH INC: Ailsa Craig Trust Owns Less Than 5% Equity Stake
MACKEYSER HOLDINGS: Files Chapter 11 to Facilitate Liquidation

MACKEYSER HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
MASON COPPELL: Announces Closing of Sale of FHHRC Assets
MEE APPAREL: Can Employ Belkin Burden as Attorney
MEGA RV CORP: Section 341(a) Meeting Scheduled for July 24
MOBIVITY HOLDINGS: Peter Brodsky Quits as Director

MERRIMACK PHARMACEUTICALS: Sanofi Terminates License Agreement
MICHAELS STORES: Issues $250MM Additional Senior Notes
MOLYCORP INC: Moody's Lowers Corporate Family Rating to 'Caa2'
MOMENTIVE PERFORMANCE: Hires Ernst & Young as Tax Advisor
MOMENTIVE PERFORMANCE: Wants to Hire KPMG LLP as Tax Advisor

MOMENTIVE PERFORMANCE: Taps PwC as Independent Auditors
MORGANS HOTEL: Director Mahmood Khimji Quits
MUSCLEPHARM CORP: Tiger Woods to Debut as New Golf Bag Sponsor
NATIONAL SURGICAL: $37MM Senior Debt No Impact on Moody's B2 CFR
NEWLEAD HOLDINGS: Clarifies Inaccurate Disclosure on Form 20-F

NEWLEAD HOLDINGS: Issues 8.5MM Final Settlement Shares to MGP
NITRO PETROLEUM: Reports $44K Net Loss in Apr. 30 Quarter
NORD RESOURCES: Extends Cathode Sales Agreement with Red Kite
NORTEL NETWORKS: Fast Answer on Interest Rate Could Aid Settlement
OVERSEAS SHIPHOLDING: Directors of Reorganized Company Unveiled

PANACHE BEVERAGE: Consilium Reports 67.1% Equity Stake
PETRON ENERGY: Changes Common Stock Par Value to $0.00001 Apiece
PM CROSS: Case Summary & 2 Largest Unsecured Creditors
PRODUCTION RESOURCE: Moody's Affirms 'Caa1' Corp. Family Rating
PROVIDENCE, RI: S&P Revises Outlook on 'BB' Debt Rating

Q CORPORATION: Case Summary & 20 Largest Unsecured Creditors
QUANTUM FOODS: Gets Approval to Sell Equipment to West Liberty
QUANTUM FOODS: Seeks Approval to Settle Claims vs CFS, et al.
RESIDENTIAL CAPITAL: Trustee Seeks to Cut Directors' Counsel Fees
REVEL AC: Case Summary & 30 Largest Unsecured Creditors

RICEBRAN TECHNOLOGIES: Selling $7.5 Million Common Shares
RESTORGENEX CORP: Obtains $7.1 Million From Private Placement
SECUREALERT INC: Amends 236,469 Shares Resale Prospectus
RITE AID: Reports $41.4 Million Net Income in First Quarter
SKILLED HEALTHCARE: New Debt Amendment No Impact on Moody's CFR

SPECIALTY HOSPITAL: Taps Pillsbury Winthrop as Bankruptcy Counsel
SPECIALTY HOSPITAL: Hires Kurtzman Carson as Claims Agent
SPENDSMART PAYMENTS: Now Known as "SpendSmart Networks, Inc."
STANADYNE CORP: S&P Raises CCR to 'B-' on Debt Repayment
T & H CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors

TITAN ENERGY: Incurs $624,000 Net Loss in First Quarter
TRANS-LUX CORP: Reports Improved First Quarter Results
TRAVELPORT LIMITED: Parent to Swap Notes with 113.6MM Shares
UTECH PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
VALLEY BANK, FORT LAUDERDALE: Landmark Bank Assumes All Deposits

VALLEY BANK, MOLINE: Great Southern Bank Assumes All Deposits
VAREL INTERNATIONAL: Moody's Withdraws B3 Corporate Family Rating
VERINT SYSTEMS: S&P Raises CCR to 'BB' Following Debt Repayment
VERITEQ INC: Appoints Former U.S. Ambassador to Board
VERSO PAPER: S&P Raises CCR to 'CCC'; Outlook Negative

WEST CORP: Offering $1 Billion Senior Notes at Par
WEST TEXAS GUAR: Court Okays Hiring of Lain Faulkner as Accountant
WESTMORELAND COAL: Gives $400,000 One-Time Bonuses to Executives
WILLIAMS COS: S&P Assigns 'BB+' Rating on Sr. Unsecured Notes
WITTENBERG UNIVERSITY: Moody's Affirms B1 Rating on $35MM Debt

WORLDWIDE MIXED MARTIAL: Trustee Taps Fox Rothschild as Attorneys
WORLD ENDURANCE: S&P Assigns 'B' CCR; Outlook Stable
WPCS INTERNATIONAL: NASDAQ Notice Triggers Event of Default
ZOGENIX INC: To Present at Wells Fargo Conference

* Creditors Get Inherited IRAs, High Court Says
* Big Law Firms Resume Hiring
* Top Republican Urges More Oversight of Proxy Advisers

* BOND PRICING -- For Week From June 16 to 20, 2014


                             *********


250 AZ: Plan Evidentiary Hearing Set for July 8
-----------------------------------------------
The Bankruptcy Court, according to minutes of hearing held on
May 22, 2014, will hold an evidentiary hearing on July 8 at
9:00 a.m., to consider:

   i) the confirmation of 250 AZ, L.L.C.'s First Amended Plan
      of Reorganization; and

  ii) the motion filed by Christopher C. Simpson of Stinson
      Leonard Street LLP on behalf of RREF II DFC Acquisitions
      LLC to alter or amend a judgment order on the value of the
      Debtor's property.

The Court previously considered the matter at the hearings held on
May 7 and 15.

As reported in the Troubled Company Reporter on March 14, 2014,
the Debtor responded to RREF II's objection to confirmation of its
First Amended Plan dated Nov. 4, 2013, saying that nothing
contained in RREF's objection is sufficient to preclude
confirmation of the Plan nor is there any information that is
unknown to any of the creditors.

The Debtor added that its Plan is confirmable, and meets the
requirements of Section 1129 of the Bankruptcy Code.  The Debtor
also pointed out that its creditors, except for RREF, all voted to
accept the Plan.  The Debtor said that its Disclosure Statement
was approved.

RREF is transferee of former creditor Armed Forces Bank, N.A.

As reported in the Nov. 13, 2013 edition of the TCR, the Debtor
filed a Chapter 11 plan that proposes to pay the allowed secured
claim of the first mortgage holder on each rental property and on
the development parcels.  Unsecured creditors will each claim pro
rata share of funds allocated for the class (a minimum of $10,000
per year over a five-year period).

                        About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.  In its schedules,
the Debtor disclosed $25 million in assets and $70.8 million in
liabilities.  250 AZ owns an 84.70818% tenant in common interest
in a 29-story office building located at 250 East Fifth Street, in
Cincinnati, Ohio.

The Debtor is represented by Dennis M. Breen, III, Esq., and John
E. Olson, Esq., at Breen Olson & Trenton, LLP as counsel.

The U.S. Trustee said an official committee of unsecured creditors
has not been appointed because an insufficient number of persons
holding unsecured claims against the company have expressed
interest in serving on a committee.


250 AZ: RREF II DFC Wants Automatic Stay Lifted
-----------------------------------------------
The Bankruptcy Court will convene a hearing on July 8, 2014, at
9:00 a.m., to consider RREF II DFC Acquisitions, LLC's motion for
relief from stay against 250 AZ, LLC.

RREF II said the Debtor has failed to comply with DIP obligations
(re real property located at 3390 West Ina Road, Tucson, Pima
County, Arizona Parcel number 225-41-0020 and 7787 N La Cholla,
Tucson, Pima County, Arizona parcel numbers 225-44-548a, 225-41-
0430, 225-44-5490 225-44-550a, and 224-44-1500 through 225-44-1640
inclusive)

RREF II also stated that terminating or modifying the automatic
stay will allow RREF to exercise any and all of its rights and
remedies against the property.

RREF II is represented by:

         Christopher C. Simpson, Esq.
         STINSON LEONARD STREET LLP
         1850 N. Central Avenue, Suite 2100
         Phoenix, AZ 85004-4584
         Tel: (602) 279-1600
         Fax: (602) 240-6925
         E-mail: christopher.simpson@stinsonleonard.com

              - and -

         Mark S. Carder, Esq.
         STINSON LEONARD STREET LLP
         1201 Walnut, Suite 2900
         Kansas City, MO 64105
         Tel: (816) 842-8600
         Fax: (816) 691-3495
         E-mail: mark.carder@stinsonleonard.com

                        About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.  In its schedules,
the Debtor disclosed $25 million in assets and $70.8 million in
liabilities.  250 AZ owns an 84.70818% tenant in common interest
in a 29-story office building located at 250 East Fifth Street, in
Cincinnati, Ohio.

The Debtor is represented by Dennis M. Breen, III, Esq., and John
E. Olson, Esq., at Breen Olson & Trenton, LLP as counsel.

The U.S. Trustee said an official committee of unsecured creditors
has not been appointed because an insufficient number of persons
holding unsecured claims against the company have expressed
interest in serving on a committee.


30DC INC: Targets Mushrooming Market for Digital Publishing
-----------------------------------------------------------
30DC, Inc., issued a press release to shareholders via email on
June 12, 2014, in which the Company talked about its MAGCAST
platform and how it is positioned in the mobile digital publishing
market.

"The success of the MAGCASt digital publishing platform has been a
boost for 30DC as well.  During the nine months ended March 31,
2014, the  company's product sales of jumped 280% year-over-year
from  $619,068 to $2.4 million, with the MAGCAST subscriptions
and license fees contributing the lion's share of the
increase.  Operating income switched to a small profit in the
first nine months of fiscal year 2014, from a loss of $473,107 in
the prior fiscal year," the Company stated in the statement.

"30DC is riding the big waves in this sea change.  The company
targets a growing number of content creators and businesses
preparing for the  migration of consumers to mobile devices.  30DC
appears well positioned to capitalize on this unfolding trend with
its unique MAGCAST mobile  publishing  platform,  built-in
marketing features, and competitive pricing."

30DC offers a mobile digital publishing platform called MAGCAST to
"help create and publish engaging, informative content for the
mobile world."

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

                        http://is.gd/fgmbL3

                           About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

The Company reported a net loss of $407,642 on $1.97 million of
total revenue for the year ended June 30, 2013, as compared with
net income of $32,207 on $2.91 million of total revenue during the
prior fiscal year.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended June 30,
2013.  The independent auditors noted that the Company has a
working capital deficit and stockholders' deficiency as of
June 30, 2012.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


ADELPHI ACADEMY: Section 341(a) Meeting Set on July 21
------------------------------------------------------
A meeting of creditors in the bankruptcy case of Adelphi Academy
is scheduled for July 21, 2014, at 1:30 p.m. at Room 2579, 271-C
Cadman Plaza East, in Brooklyn, New York.

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.

Adelphi Academy, d/b/a Adelphi Academy of Brooklyn, filed a
Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 14-43065)
on June 16, 2014.  Michael J. Lu signed the petition as chairman
of the Board of Directors.  The Debtor estimated assets of at
least $10 million and liabilities of between $1 million to $10
million.  Robinson Brog Leinwand Greene Genovese & Gluck P.C.
serves as the Debtor's counsel.  Judge Elizabeth S. Stong presides
over the case.


ADVANTA BUSINESS: S&P Lowers Rating on Class B Notes to 'D(sf)'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B(2006-B2) notes from Advanta Business Card Master Trust to
'D(sf)' from 'CC(sf)'.

The lowered rating reflects the non-payment of full principal to
the investors of the class B(2006-B2) notes on the June 20, 2014,
legal final maturity date.

As of the June 20, 2014, distribution date, the transaction repaid
approximately 95% of the class B(2006-B2) notes invested amount,
leaving $5,870,016 outstanding or unpaid on the legal final
maturity
date.


ADVANTAGE SALES: S&P Puts 'B+' CCR on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Irvine, Calif.-based Advantage Sales & Marketing
LLC on CreditWatch with negative implications, meaning that S&P
could lower or affirm the ratings following the completion of its
review.

S&P estimates that ASM had about $1.75 billion of adjusted debt
outstanding as of March 31, 2014.  S&P believes pro forma adjusted
debt could increase meaningfully following the pending
acquisition.

ASM's CreditWatch negative listing follows the company's
announcement that affiliates of Leonard Green Partners L.P. and
funds advised by CVC Capital Partners have agreed to acquire a
majority interest in ASM.  The new owners are investing in
partnership with ASM's current management team, who will retain a
minority interest in the company.  S&P expects the transaction to
close before the end of the third fiscal quarter of 2014.
Financing details have yet to be announced, but S&P believes it
will be funded largely with debt.

"The CreditWatch listing reflects our expectation of heightened
financial risk as a result of the acquisition of ASM," said
Standard & Poor's credit analyst Jeffrey Burian.  "We believe the
transaction could substantially weaken the company's credit
ratios.  ASM's leverage, as measured by adjusted debt to EBITDA,
was about 5.6x for the 12 months ended March 31, 2014, and S&P had
expected ASM to maintain leverage below 7x in order to maintain
the current ratings."

Standard & Poor's issue-level ratings on ASM's existing debt are
not part of the CreditWatch placement.  S&P expects this debt to
be redeemed as part of the transaction, at which time it will
withdraw these ratings.

S&P expects to resolve S&P's CreditWatch listing following its
review of the financing details of the pending transaction and
implications for ASM's financial risk profile.  Upon completion of
S&P's review, it could leave the rating unchanged or lower it.


AFFILIATED MANAGERS: Fitch Affirms 'BB' Preferred Sec. Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Affiliated Managers Group, Inc.'s (AMG)
long-term Issuer Default Rating (IDR) at 'BBB'.  The Rating
Outlook is revised to Positive from Stable.  A full list of rating
actions is provided at the end of this release.

The operating environment for traditional investment manager (IMs)
remains favorable, driven by improved global equity markets that
have lifted assets under management (AUM) levels and attracted
investor flows.  This has resulted in good fee revenue generation,
improved investment performance and stable operating margins,
supported by continued cost discipline.

Leverage levels have generally declined, and in some cases been
reduced to zero, driven by improved cash flow generation and debt
repayment.  Many traditional IMs have taken advantage of favorable
capital markets and low interest rates to refinance debt at
attractive spreads, which should improve interest coverage.

Liquidity remains strong, with most traditional IMs operating at
or near negative net debt.

These positive trends are tempered by the cyclical nature of
market value appreciation, potential performance and reputational
risks in a rising interest rate environment, and regulatory
uncertainty surrounding IMs and/or their funds.

KEY RATING DRIVERS - IDRs AND SENIOR DEBT

The affirmation reflects AMG's strong financial and credit
profiles including significant AUM scale and affiliate diversity,
strong cash flow generation, and improved leverage and interest
coverage metrics.  Ratings take into account AMG's acquisitive
business model and AUM concentration in equities, which is a
relatively more volatile asset class.

The Positive Outlook reflects the potential for positive rating
momentum over a 12-24-month horizon if AMG is able to sustain the
improvements in leverage it has made over the last three quarters,
while continuing to increase scale and diversity, and remain
disciplined with respect to pricing and funding future
acquisitions.

AMG's growth in size and scale continues to outpace the industry,
with aggregate affiliate AUM increasing 28.4% to $594 billion (pro
forma for pending acquisitions) in first quarter 2014 (1Q'14) from
$463 billion in 1Q'13, driven by robust organic flows ($36
billion), market appreciation ($51 billion), and new acquisitions
($47 billion).  Although, the recent strong performance in global
equity markets has helped AMG's equity-oriented affiliates, Fitch
notes the affiliates' strong investment performance through the
years has led to 16 consecutive quarters ($110 billion) of
aggregate positive organic flows.  Fitch believes AMG is well
positioned for a broad rotation or allocation to risk assets such
as domestic equities.

AMG strategy to reinvest excess cash flows into making accretive
investments in affiliates versus dividends or share buybacks has
resulted in robust cash flow generation.  Adjusted EBITDA for
trailing 12 months (TTM) ended 1Q'14 grew 50% to $921 million,
from $613 million at year-end 2012.  Fitch notes that AMG
benefited from high performance fee contribution during this
period, which tends to be a volatile source of earnings.

AMG's leverage, as measured by debt-to-adjusted EBITDA, improved
to 1.47x at TTM 1Q'14 from 2.43x at year-end 2012, despite the
closing of two new acquisitions.  Similarly, interest coverage
strengthened to 11.4x for TTM 1Q'14, from 7.4x at year-end 2012.
Leverage is below management's revised articulated leverage target
of 2.0x, and Fitch expects management to operate with a healthy
leverage cushion to factor in any new acquisitions or absorb any
unexpected material decline in equity markets.

AMG has also taken steps to simplify, diversify, and lengthen its
funding structure.  Since 2Q13, AMG called and redeemed $460
million of its senior convertible notes in cash, called and
redeemed $300 million of its junior convertible trust preferred
securities in equity, and accessed the institutional debt markets
by issuing $400 million of 10-year senior notes.  Fitch believes
that in aggregate these actions have helped simplify AMG's debt
structure, reduce leverage, and improved the company's financial
flexibility.

RATING SENSITIVITIES - IDRs AND SENIOR DEBT

Ratings could be upgraded if AMG is able to maintain leverage
below its long-term articulated long-term leverage target of 2.0x,
on a sustained basis, while maintaining solid investment
performance at the affiliate level.

Aggressive acquisitions funded by increased debt levels,
deterioration in leverage or interest coverage ratios beyond
management's articulated target range, prolonged investment
underperformance at major affiliates, significant liquidity
strains caused by affiliate equity puts, and/or unexpected
operational losses or significant net outflows could lead to
negative rating action.

KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND OTHER
HYBRID SECURITIES

The $430.8 million of junior trust preferred securities issued by
AMG are notched down from the company's IDR.  Therefore, its 'BB'
rating has been affirmed, alongside the IDR, and is sensitive to
any change in the IDR.

The ratings are in accordance with Fitch's criteria 'Treatment and
Notching of Hybrids in Nonfinancial Corporates and REIT Credit
Analysis', and the three-notch differential from the IDR reflects
Fitch's view of the subordinated nature and interest deferral
feature of this hybrid security.

Fitch has affirmed the following ratings:

Affiliated Managers Group, Inc.

   -- Long-term IDR at 'BBB';
   -- Senior unsecured notes at 'BBB';
   -- Senior bank credit facility at 'BBB'.

AMG Capital Trust II

   -- Trust preferred securities at 'BB'.


AGFEED INDUSTRIES: Seeks to Extend Plan Exclusivity to July 21
--------------------------------------------------------------
AgFeed USA, LLC, et al. filed a motion with the U.S. Bankruptcy
Court seeking to extend the periods within which the Debtors may
file a chapter 11 plan and solicit acceptances of that plan
through and including July 21 and September 19, 2014.  This is the
Debtor's fifth request for an extension of the exclusive periods.

The Plan Period was slated to expire June 5 and the solicitation
period will expire on August 21, absent an extension.

The Debtors have said in court papers they remain active and
engaged in ongoing negotiations with a number of constituencies in
an effort to resolve the outstanding issues in connection with the
plan and therefore reach an agreement.  The Debtors also asserted
that they have successfully addressed various important issues
including closing two sales, successfully defended a motion to
appoint an examiner, responded to discovery and negotiated a
continuance of a motion to appoint Chapter 11 Trustee, and reached
a settlement with the Securities and Exchange Commission.

The Debtors also have said that if granted the extension they
intend to use it to achieve as much consensus as possible
and begin the process of achieving plan confirmation on or before
April 30.

The Debtors said the termination of the exclusive period would
adversely impact them by allowing any party in interest to file a
plan, this the Debtors say would upset the negotiating balance
they have achieved and would foster a chaotic environment,
therefore harm the Debtor's efforts to preserve and maximize the
value of their estates.

                      About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

AgFeed and its affiliates filed voluntary petitions under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with a deal to sell most of its subsidiaries to The
Maschhoffs, LLC, for cash proceeds of $79 million, absent higher
and better offers.  The Debtors estimated assets of at least $100
million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

An official committee of equity security holders was also
appointed to the Chapter 11 cases.  The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.

In October 2013, AgFeed completed the sale of the U.S. operations
to three buyers for $79.45 million, including $53.4 million in
cash.

In November 2013, the Court authorized AgFeed to sell its Chinese
assets to Hong Kong firm Good Charm International Development Ltd.
in a deal that is expected to net the debtor $45 million once
several highly negotiated price adjustments are factored in.  An
auction was held for the Chinese facilities on Nov. 20, although
no one emerged to top what was originally a $50.5 million bid.
The price was lowered by $3.45 million in view of what the
contract called "newly discovered" operational problems and
"deterioration of the performance" of feed mills.

                          *     *     *

In December 2013, AgFeed filed a proposed plan of liquidation
showing all creditors as being paid in full, with interest.  The
Plan proposes to create a trust to prosecute lawsuits and collect
remaining assets.

As reported by the Troubled Company Reporter on May 21, 2014, the
Debtors filed their First Amended Chapter 11 Plan of Liquidation
and accompanying disclosure statement.  The Plan is supported by
the Official Committee of Equity Security Holders.  A copy of the
Disclosure Statement is available for free at:

            http://bankrupt.com/misc/Agfeed_1076_DS.PDF


ALLIED IRISH: Plans to Implement Capital Reorganization
-------------------------------------------------------
Allied Irish Banks' Chairman David Hodgkinson said at an
annual general meeting held on June 19, 2014, that the Bank
has commenced discussions with the Department of Finance regarding
possible simplification of the Bank's capital structure.

"Given the significant support received from the Irish State since
2009, we remain focused on creating maximum value for the State's
investment over time and this is one of our key strategic
objectives," Mr. David Hodgkinson maintained.

The proposed capital reorganization will result in the
reallocation of capital redemption reserves and share premium to
distributable reserves, subject to confirmation of the High Court.
There are two steps in the proposed capital reorganization.
The first is a sub-division of shares.  The second step in the
reorganization is a capital reduction.

According to Mr. Hodgkinson, the Bank intends to apply to the High
Court to:

  -- reduce the share premium account by c. EUR1.074 billion; and

  -- reduce the capital redemption reserves by c. EUR3.926
     billion.

The effect of this will be the creation of EUR5 billion in
distributable reserves.

"We have made solid progress as we seek to return AIB to a
customer centric, sustainable business model but there is a lot
more to do."

"Notwithstanding the challenges and further changes ahead, AIB is
moving solidly in the right direction for our customers and
shareholders as we implement our strategic priorities."

Full-text copies of the transcripts are available for free at:

                        http://is.gd/NDRZQl
                        http://is.gd/0hAK7z

                      About Allied Irish Banks

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

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

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

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

Allied Irish Banks reported a loss of EUR1.59 billion on EUR1.34
billion of net interest income for the year ended Dec. 31, 2013,
as compared with a loss of EUR3.55 billion on EUR1.10 billion of
net interest income in 2012.  Allied Irish incurred a net loss of
$2.32 billion in 2011.  At Dec. 31, 2013, the Company had
EUR117.73 billion in total assets, EUR107.24 billion in total
liabilities and EUR10.49 billion in total shareholders' equity.


ALION SCIENCE: Extends Tender Offer Expiration to July 2
--------------------------------------------------------
Alion Science and Technology Corporation announced updated results
in connection with its exchange offer, consent solicitation and
unit offering relating to its 10.25% Senior Notes due 2015 and the
further extension of the Early Tender Date and the Expiration
Date.  The transactions are part of the transaction in which the
Company is seeking to refinance its existing indebtedness.

As of 5:00 p.m. on June 17, 2014 (the "Early Tender Date"),
according to Global Bondholder Services Corporation, the
Information and Exchange Agent, approximately $213,038,000, or
90.65%, of the aggregate principal amount of outstanding Unsecured
Notes had been validly tendered for exchange and not withdrawn in
the exchange offer and consent solicitation pursuant to the
following options in the exchange offer.

The Company has extended the Early Tender Date to 5:00 p.m., New
York City time, on June 23, 2014.  The Company has also extended
the Expiration Date of the exchange offer and consent solicitation
from 9:00 a.m., New York City time, on June 25, 2014, to 9:00
a.m., New York City time, on July 2, 2014.

The Company has extended the expiration date of the unit offering
to 5:00 p.m., New York City time, on June 23, 2014.  As of 5:00
p.m. on June 17, 2014, according to Global Bondholder Services
Corporation, holders of Unsecured Notes have elected to purchase
approximately 93 units in the unit offering for an aggregate
purchase price of approximately $55,800.  The election to purchase
units in the unit offering cannot be revoked, except as required
by law.

For each $1,000 principal amount of Unsecured Notes accepted for
exchange in the exchange offer that are validly tendered (and not
validly withdrawn) at or prior to 5:00 p.m., New York City time,
on June 23, 2014, holders will receive an additional $15.00 in
cash.  Holders who tender after 5:00 p.m., New York City time, on
June 23, 2014, but prior to the Expiration Date, will not be
entitled to receive the Early Tender Payment.

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

The Company continues to take all actions necessary to complete
the exchange offer, consent solicitation and unit offering and
related transactions.  The completion of the Transactions is
subject to the conditions described in the prospectus, including
the satisfaction or waiver by the Company of the minimum tender
condition, which requires that 95% of the outstanding aggregate
principal amount of Unsecured Notes be validly tendered (and not
validly withdrawn) in the exchange offer.  Subject to applicable
law and certain of the Company's contractual agreements, the
Company may waive certain conditions applicable to the
Transactions, including the minimum tender condition, and may
extend, terminate or amend the Transactions, without reinstituting
the Withdrawal Deadline or extending the Expiration Date, except
as required by law.

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

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

Goldman, Sachs & Co. has been retained to act as the dealer
manager and solicitation agent in connection with the exchange
offer and consent solicitation.  The information and exchange
agent for the Transactions is Global Bondholder Services
Corporation. Questions regarding the procedures for participating
in the Transactions, requests for assistance regarding the
process, and requests for additional copies of the prospectus and
transmittal materials governing the Transactions may be directed
to Global Bondholder Services at its address set forth below.

                        About Alion Science

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

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

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

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

                         Bankruptcy Warning

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

                           *     *     *

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

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


AMERICAN APPAREL: Terminates CEO Over Alleged Misconduct
--------------------------------------------------------
American Apparel, Inc., said in documents filed with the U.S.
Securities and Exchange Commission it may be deemed to have
triggered an event of default under the Credit Agreement, dated as
of May 22, 2013, among the Company and Lion/Hollywood L.L.C., as a
result of the Board's decision to terminate the employment of Dov
Charney, the Company's founder, president and chief executive
officer.  An event of default under the Lion Facility would also
trigger an event of default under the Credit Agreement, dated as
of April 4, 2013, among the Company and Capital One Business
Credit Corp, the Company added.

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.

Under the terms of the Lion Facility, in the event that Mr.
Charney ceases to be the Company's chief executive officer, an
event of default occurs and the lenders may declare outstanding
obligations to be immediately due and payable.

Allan 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.

The Board appointed John Luttrell as interim chief executive
officer.  Director David Danziger will join Mayer as co-chairman
to replace Mr. Charney as Chairman of the Board.

"We are in the process of notifying Lion and Capital One of Mr.
Charney's suspension and are seeking a waiver of such event of
default.  There can be no assurance that that the requested relief
will be granted on terms acceptable to us or at all.  Unless we
are able to secure a waiver, the lenders under the Lion Facility
and the Capital One Facility are entitled to, among other things,
accelerate the outstanding amounts under the facility.  Any such
acceleration under our credit facilities would have a material
adverse effect on our liquidity, financial condition and results
of operations, and could cause us to become bankrupt or
insolvent," the Company said in the filing.

                       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.


AMNEAL PHARMACEUTICALS: S&P Affirms 'B+' Rating on $495MM Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' issue-level
rating on Amneal Pharmaceuticals LLC's $495 million term loan B
due 2019.  This reflects a proposed $80 million incremental
issuance, proceeds of which will be used to acquire manufacturing
facilities and to refinance construction debt at its India plants.
The secured recovery rating remains a '3', reflecting S&P's
expectation of 50% to 70% recovery in the event of payment default
(see waterfall below).  Recovery expectations are at the lower end
of this range.

The 'B+' corporate credit rating is unchanged. Amneal is a small
generic pharmaceutical company and its lack of scale compared with
other larger generic companies supports S&P's "weak" business risk
assessment.  S&P's expectation that Amneal will maintain adjusted
debt leverage of 5.0x or less over the near term while generating
modest discretionary cash flow supports S&P's "aggressive"
financial risk assessment.

RECOVERY ANALYSIS

Key analytical factors

   -- S&P is updating its recovery analysis on Amneal's senior
      secured term loan in conjunction with the issuance of $80
      million in incremental senior secured debt.

   -- S&P is maintaining a recovery rating of '3' on the senior
      secured term loan, which indicates the expectation of
      meaningful recovery, albeit at the lower end of the 50%-70%
      range.

   -- Recovery is constrained by the presence of an asset-backed
      revolver of $60 million in the capital structure, the high
      proportion of first-lien debt, and the absence of loss-
      absorbing junior debt.

   -- Amneal plans to use a portion of the incremental proceeds to
      refinance $50 million in committed construction debt at its
      India plants.  S&P had designated this debt as a priority
      claim.  Therefore, the refinancing of this debt with senior
      secured debt has a modest positive effect on senior secured
      recovery.  This positive impact is offset by the net overall
      increase in indebtedness.

   -- S&P's simulated default scenario contemplates a default in
      2018, precipitated by declining EBITDA stemming from
      greater-than-expected competition and pricing pressures
      coupled with potential reputational damage resulting from
      one or more product recalls.

   -- S&P assumes that 90% of the asset-backed revolver is drawn,
      and assumes a 175 basis point (bp) increase in blended
      borrowing costs resulting from LIBOR increases and a
      revolver margin increase following a covenant violation.

   -- Given the company's fixed charges, S&P forecasts EBITDA
      would need to drop to around $58 million for the company to
      experience a payment default.

   -- However, S&P valued the company using a post-default run-
      rate EBITDA of $67 million, which is around 57% below S&P's
      2014 EBITDA estimate.  This valuation reflects the company's
      growing intellectual property base.

   -- S&P believes that Amneal would reorganize in the event of
      default.

   -- S&P has valued the company on a going-concern basis using a
      5x multiple of its projected emergence EBITDA.

Simulated default assumptions:

   -- Simulated year of default: 2018
   -- EBITDA at emergence: $67 mil.
   -- EBITDA multiple: 5.0x

Simplified waterfall:

   -- Net enterprise value (after 5% admin. costs): $318 mil.
   -- Valuation split in % (obligors/nonobligors): 85/15
   -- Priority claims (asset-backed revolver and capital leases):
      $59 mil.
   -- Value available to first-lien lenders: $260 mil.
   -- Secured first-lien debt: $493 mil.
   -- Recovery expectations: 50% to 70%

Notes: All debt amounts include six months of prepetition
interest.

RATINGS LIST

Amneal Pharmaceuticals LLC
Corporate credit rating                B+/Stable/--

Issue Ratings Affirmed; Recovery Ratings Unchanged
Amneal Pharmaceuticals LLC
Senior secured                         B+
   Recovery rating                      3


ARI-RC: Wants Plan Solicitation Deadline Extended to Oct. 4
-----------------------------------------------------------
ARI-RC 6, LLC, and four related entities -- ARI-RC 14, LLC, ARI-RC
12, LLC, ARI-RC 21, LLC, ARI-RC 23, LLC -- filed a motion with the
U.S. Bankruptcy Court seeking to extend the period for the Debtors
to obtain acceptance of a chapter 11 plan from June 6 to Oct. 4,
2014.

The Debtors said they are not aware of any creditors whose claim
or interest would be adversely affected or impaired by the
granting of the relief requested.  Extending the exclusivity
period, they said, is consistent with the spirit of allowing the
Debtors their first opportunity to solicit acceptance of a plan
after timely submitting the initial plan and disclosure statement,
timely amending the plan and disclosure statement, acquiring
approval of the disclosure statement, and exploring the
possibility of a consensual chapter 11 plan with the lender.

                           About ARI-RC

ARI-RC 6, LLC, and four related entities -- ARI-RC 14, LLC, ARI-RC
12, LLC, ARI-RC 21, LLC, ARI-RC 23, LLC -- filed voluntary
petitions under Chapter 11 on July 15, 2013.  Kenneth Greene
signed the petitions as president.

ARI-RC 3, LLC, and nine affiliates filed for Chapter 11 protection
on Aug. 1, 2013.  ARI-RC 11 and three more affiliates subsequently
filed their own Chapter 11 cases on Aug. 2, 2013.  The petitions
were signed by R. Frederick Hodder, Jr. and Monroe Sawhill Hodder,
trustees.

The Debtors own tenant in common (TIC) interests in two commercial
buildings commonly known as Rancho Conejo I and II, located at
1525 and 1535 Rancho Conejo Boulevard, in Thousand Oaks,
California.  The Debtors and 16 related TIC Investors, who have
not filed for bankruptcy, are passive investors with varying
percentage ownership interests in the Property.

The Debtors' cases are jointly administered under the lead case of
ARI-RC 6, Case No. 13-14692, in the U.S. Bankruptcy Court for the
Central District of California.  The Debtors estimated assets and
debts at $10 million to $50 million at the time of the filings.
Judge Alan M. Ahart presides over the cases.

Daniel H. Reiss, Esq., and John Patrick M. Fritz, Esq., of
Levene, Neale, Bender, Yoo & Brill L.L.P., are counsel to the
Debtors.


ARI-RC: Case Conference Extended to July 16
-------------------------------------------
The U.S. Bankruptcy Court approved the stipulation entered though
counsel, by and between ARI-RC 6, LLC, and four related entities
and CW Capital Asset Management LLC, solely in its capacity as
Special Servicer for U.S. Bank National Association, as Trustee
for the Registered Holders of ML-CFC Commercial Mortgage Trust
2007-6, Commercial Mortgage Pass-Through Certificates, Series
2007-5.  The Status Conference set for June 11, 2014, at 10:00
a.m., is continued to July 16, 2014, at 10:00 a.m.

                           About ARI-RC

ARI-RC 6, LLC, and four related entities -- ARI-RC 14, LLC, ARI-RC
12, LLC, ARI-RC 21, LLC, ARI-RC 23, LLC -- filed voluntary
petitions under Chapter 11 on July 15, 2013.  Kenneth Greene
signed the petitions as president.

ARI-RC 3, LLC, and nine affiliates filed for Chapter 11 protection
on Aug. 1, 2013.  ARI-RC 11 and three more affiliates subsequently
filed their own Chapter 11 cases on Aug. 2, 2013.  The petitions
were signed by R. Frederick Hodder, Jr. and Monroe Sawhill Hodder,
trustees.

The Debtors own tenant in common (TIC) interests in two commercial
buildings commonly known as Rancho Conejo I and II, located at
1525 and 1535 Rancho Conejo Boulevard, in Thousand Oaks,
California.  The Debtors and 16 related TIC Investors, who have
not filed for bankruptcy, are passive investors with varying
percentage ownership interests in the Property.

The Debtors' cases are jointly administered under the lead case of
ARI-RC 6, Case No. 13-14692, in the U.S. Bankruptcy Court for the
Central District of California.  The Debtors estimated assets and
debts at $10 million to $50 million at the time of the filings.
Judge Alan M. Ahart presides over the cases.

Daniel H. Reiss, Esq., and John Patrick M. Fritz, Esq., of
Levene, Neale, Bender, Yoo & Brill L.L.P., are counsel to the
Debtors.


AS SEEN ON TV: Swings to $9.3 Million Net Loss in Fiscal 2014
-------------------------------------------------------------
As Seen On TV, Inc., filed with the U.S. Securities and Exchange
Commission its annual report disclosing a net loss of $9.32
million on $1.98 million of revenues for the year ended March 31,
2014, as compared with net income of $3.69 million on $9.40
million of revenues for the year ended March 31, 2013.

The Company's balance sheet at March 31, 2014, showed $5.78
million in total assets, $3.58 million in total liabilities and
$2.20 million in total stockholders' equity.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2014.  The independent auditors noted that
the Company's recurring losses from operations and negative cash
flows from operations raise substantial doubt about its ability to
continue as a going concern.

                         Bankruptcy Warning

"At March 31, 2014, we had a cash balance of $5,400, a working
capital deficit of approximately $2.9 million and an accumulated
deficit of approximately $22.9 million.  We have experienced
losses from operations since our inception, and we have relied on
a series of private placements and convertible debentures to fund
our operations.  The Company cannot predict how long it will
continue to incur losses or whether it will ever become
profitable.

Pursuant to a Senior Note Purchase Agreement dated as of April 3,
2014, by and among the Company, IBI, Infusion, eDiets.com, Inc.,
Tru Hair, Inc., TV Goods Holding Corporation, Ronco Funding LLC
(collectively, the "Credit Parties"), and MIG7 Infusion, LLC
(?MIG7? and such agreement, the "Note Purchase Agreement"), the
Credit Parties sold to MIG7 a senior secured note having a
principal amount of $10,180,000 bearing interest at 14% and having
a maturity date of April 3, 2015 (the "MIG7 Note").  See Note 15.

We have undertaken, and will continue to implement, various
measures to address our financial condition, including:

   * Significantly curtailing costs and consolidating operations,
     where feasible.

   * Seeking debt, equity and other forms of financing, including
     funding through strategic partnerships.

   * Reducing operations to conserve cash.

   * Deferring certain marketing activities.

  * Investigating and pursuing transactions with third parties,
    including strategic transactions and relationships.


There can be no assurance that we will be able to secure the
additional funding we need.  If our efforts to do so are
unsuccessful, we will be required to further reduce or eliminate
our operations and/or seek relief through a filing under the U.S.
Bankruptcy Code," the Company stated in the Annual Report.

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

                         http://is.gd/3V0ZMr

                         About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company.  The
Merger Agreement was completed on April 2, 2014.


ATP OIL: Hires Togut Segal as Counsel to Pursue Preference Claims
-----------------------------------------------------------------
ATP Oil & Gas Corporation seeks permission from the Hon. Marvin
Isgur of the U.S. Bankruptcy Court for the Southern District of
Texas to employ Togut, Segal & Segal LLP as special counsel, nunc
pro tunc to May 20, 2014.

As set forth in the Engagement Letter, Togut Segal's services will
include investigating, analyzing, prosecuting and otherwise
resolving the Potential Preference Claims that are property of the
Debtor's estate.

Togut Segal will handle all section 547 preference demands and
actions on a contingency fee basis pursuant to the following
formula:

   -- 18% of the gross recoveries generated by Potential
      Preference Claims, where such recoveries are obtained
      through a settlement based upon a demand made before the
      commencement of an adversary proceeding; and

   -- 25% of the gross recoveries generated by the Potential
      Preference Claims, where such recoveries are obtained after
      the commencement of an adversary proceeding (whether such
      recoveries are obtained by settlement, judgment or
      otherwise).

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

Scott E. Ratner, Esq., member of Togut Segal, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the Southern District of Texas will hold a hearing
on the application July 10, 2014, at 1:30 p.m.

Togut Segal can be reached at:

       Scott E. Ratner, Esq.
       TOGUT, SEGAL & SEGAL LLP
       One Penn Plaza, Suite 3335
       New York, NY 10119
       Tel: (212) 594-5000
       E-mail: seratner@teamtogut.com

                        About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.


BAY AREA FINANCIAL: Plan Exclusivity Extended to Aug. 11
--------------------------------------------------------
U.S. Bankruptcy Judge Thomas Donovan extended to August 11 the
exclusive right of Bay Area Financial Corp. to solicit acceptances
for its Chapter 11 reorganization plan.

Bay Area filed on April 8, 2014, its proposed plan to exit
bankruptcy protection.  As reported in the TCR on April 15, 2014,
under the plan, Class 1 consists of secured tax claims, which are
primarily claims for property taxes on the various real estate
parcels owned by the company.

Class 2 is a secured claim of Residential Credit Solutions, which
holds a senior secured lien against the Ostin property, which is
now owned by Bay Area.

Class 3 is a general class created for secured claims against any
additional real estate that the company acquires through
foreclosure prior to confirmation of the plan.  Class 3 is a
precautionary class and there are no known claims in that class at
this time.

Meanwhile, the claims asserted by the Commercial Paper Account
holders are treated in one or more of four classes, i.e. Classes
4, 5, 6 and 7.  Class 8 consists of existing shareholders who will
receive no distribution under the plan on account of their shares
of stock.

The sources of all distributions and payments under the plan will
be, among others:

   1. available cash;

   2. net sale proceeds of the real estate assets; and

   3. plan reserves;

Bay Area's management will resign upon confirmation of the plan.
An oversight committee and a plan administrator will handle the
distribution under the plan.  Three initial members will be
initially appointed to the oversight committee.  Meanwhile, the
initial plan administrator will be Samuel Biggs, a principal in
the accounting firm, Biggs & Co.

A copy of Bay Area's latest disclosure statement explaining its
proposed plan is available for free at http://is.gd/Cht1qs

                   About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP.

The Debtor disclosed $15,248,851 in assets and $21,239,663 in
liabilities as of the Chapter 11 filing.  There is no secured
debt, although $141,000 is owing on a priority tax claim.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors.  The
Committee is represented by James C. Bastian, Jr., Esq., and
Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP.


BON-TON STORES: Shareholders Elected 8 Directors
------------------------------------------------
The Bon-Ton Stores, Inc., held its annual meeting of shareholders
on June 17, 2014, at which the shareholders:

   (1) elected Lucinda M. Baier, Philip M. Browne, Michael L.
       Gleim, Tim Grumbacher, Brendan L. Hoffman, Todd C. McCarty,
       Jeffrey B. Sherman and Steven B. Silverstein to the Board
       of Directors;

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

   (3) ratified the appointment of KPMG LLP as the Company's
       independent registered public accounting firm.

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 10 furniture galleries, in 25 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

Bon-Ton Stores reported a net loss of $3.55 million for the fiscal
year ended Feb. 1, 2014, a net loss of $21.55 million for the year
ended Feb. 2, 2013, and a net loss of $12.12 million for the year
ended Jan. 28, 2012.  As of Feb. 1, 2014, the Company had $1.57
billion in total assets, $1.44 billion in total liabilities and
$127.95 million in total shareholders' equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BROOKSTONE HOLDINGS: Plan Swaps 2014 Notes With 2021 Notes
----------------------------------------------------------
Brookstone Holdings Corp. disclosed in a Form T-3 filing with the
Securities and Exchange Commission that the 10.0% Second Lien
Subordinated Secured Notes due 2021 of the Company to be issued
under an indenture, will be offered to holders of the Company's
13.00% Second Lien Senior Secured Notes due 2014 pursuant to the
terms of the Debtors' Second Modified Joint Chapter 11 Plan of
Reorganization, dated June 13, 2014.  The Plan of Reorganization
will become effective on the date on which all conditions to
consummation of the Plan of Reorganization have been satisfied or
waived.  The Notes and related guarantees are being offered in
exchange for the Old Notes and related guarantees at an exchange
ratio of approximately $79.61 principal amount of New Notes for
each $1,000 principal amount of Old Notes.

A copy of the Form T-3 is available at http://is.gd/OAu9mj

A copy of the Disclosure Statement, dated May 16, 2014, with
respect to the Plan of Reorganization is available at
http://is.gd/rk49ER

A copy of the Debtors' Second Modified Joint Chapter 11 Plan of
Reorganization is available at http://is.gd/FGXmhC

A copy of the Order Approving the Disclosure Statement, dated May
19, 2014, is available at http://is.gd/hRhw3o

As reported by the Troubled Company Reporter on May 22, 2014,
Bankruptcy Judge Brendan Linehan Shannon on May 19 approved the
disclosure statement explaining the Debtors' Revised First
Modified Joint Chapter 11 Plan of Reorganization and scheduled a
hearing to consider the confirmation of that Plan for June 23,
2014, at 10:00 (prevailing Eastern Time).  Objections to the Plan
were due June 16.  The Voting Deadline also was June 16.

                    About Brookstone Holdings

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

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

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

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

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

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

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


BROWN MEDICAL: Ch. 11 Trustee Supplements Carr Riggs' Employment
----------------------------------------------------------------
Elizabeth M. Guffy, the Chapter 11 trustee of Brown Medical
Center, Inc., seeks permission from the Hon. Jeff Bohm of the U.S.
Bankruptcy Court for the Southern District of Texas to supplement
the employment of Carr, Riggs & Ingram as her accountant.

The Chapter 11 Trustee requests authority to expand the scope of
Carr Riggs' engagement to include providing services related to
the plan and disclosure statement.

Accordingly, the Trustee requests that the Court supplement the
"Order Authorizing Employment of Accountants" to expand the scope
of Carr Riggs' employment to include litigation assistance, and
for such other relief as is just.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Carr Riggs will provide federal and state income tax services for
the Debtor and the Debtor's related for which the Trustee serves
as chief restructuring officer.  Carr Riggs has agreed to provide
services based on the lesser of a flat fee of $1,750 per entity
(on a yearly basis) or at Carr Riggs' hourly rates.  Carr Riggs
will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Carr Riggs will be paid at these hourly rates:

       Partners               $200
       Managers               $185
       Supervisors            $160
       Staff                  $120

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

The Court for the Southern District of Texas will hold a hearing
on the application June 25, 2014, at 2:00 p.m.

Carr Riggs can be reached at:

       Miles D. Harper, III
       CARR, RIGGS & INGRAM
       Two Riverway, 15th Floor
       Houston, TX 77056
       Tel: (713) 339-3760
       Fax: (713) 621-6907
       E-mail: mharper@cricpa.com

                        About Brown Medical

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

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

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

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


BROWNSVILLE MD: Wins Okay to Use Cash for Utilities & Insurance
---------------------------------------------------------------
The Bankruptcy Court, according to courtroom minutes for the
June 16, 2014 hearing, authorized Brownsville MD Ventures, LLC to
use cash collateral to pay utilities and insurance.  The  Court
did not approve payment of repairs using the cash collateral.

On June 10, secured creditor Pineda Grantor Trust II responded to
the Debtor's motion for final order authorizing use of cash
collateral, stating that the issues involving valuation of
Pineda's collateral are interrelated to the motion for use cash
collateral.  It will be necessary for the Court to consider
valuation of the building in order to rule on the motion for use
of cash collateral.

Pineda is represented by:

          SCHAUER & SIMANK, P.C.
          615 North Upper Broadway, Suite 700
          Corpus Christi, TX 78401-0781
          Tel: (361) 884-2800
          Fax: (361) 884-2822

As reported in the Troubled Company Reporter on June 11, 2014, the
Debtor proposed to use cash collateral to pay: (i) utilities, (ii)
insurance on the real property, (iii) a one-time roof inspection
fee required by its insurance carrier; (iv) property maintenance
and repair costs; and (vi) U.S. Trustee fees.

The Debtor said that its secured creditor, Pineda Grantor Trust,
is already adequately protected given its large equity cushion,
and thus no further adequate protection should be necessary.  In
the Debtor's proposed order, Pineda is granted as adequate
protection a post-petition replacement lien against the Debtor's
cash collateral to the same extent, validity, and priority as
existed as of the Petition Date.  Pineda may be granted additional
adequate protection in the final order, according to the proposed
order.

                   About Brownsville MD Ventures

Brownsville MD Ventures, LLC, was formed in 2004 for the purpose
of acquiring real property and improvements in Brownsville, Texas.
The company leased the property to Brownsville Doctors Hospital,
LLC, which operated a hospital on the premises.  The tenant has
ceased operations, and the property has been vacant since August
2012.

Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas.
Chester Gonzalez, the managing member and the chairman of the
board of managers, signed the bankruptcy petition.

The Debtor disclosed $24 million in assets and $14.7 million in
liabilities in its schedules.

The Debtor's property was appraised by Compass Bank in July 2011
with a fair market value in excess of $20,000,000.  Pineda Grantor
Trust II, as assignee of Compass Bank (which provided a loan to
finance the acquisition of the property), is the secured lender.

Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin,
Texas, serves as the Debtor's counsel.  The Debtor tapped The
Rentfro Law Firm PLLC as special counsel to provide legal advice
regarding business matters.

Judge Richard S. Schmidt presides over the case.


C-MOTECH CO: Chapter 15 Case Summary
------------------------------------
Chapter 15 Petitioner: Young-Gu Park

Chapter 15 Debtor: C-Motech Co., Ltd
                   12Fl. 1208ho, Chamsil I-Space
                   11-10, Sincheon-dong, Songpa-gu
                   Seoul, Korea

Chapter 15 Case No.: 14-04891

Type of Business: The Debtor has run a business associated with
                  software, databases, information processing and
                  providing technology and system integration.

Chapter 15 Petition Date: June 19, 2014

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Hon. Christopher B. Latham

Chapter 15
Petitioner's
Counsel:              Michael T. O'Halloran, Esq.
                      LAW OFFICE OF MICHAEL T. O'HALLORAN
                      1010 Second Avenue, Ste. 1727
                      San Diego, CA 92101
                      Tel: (619) 233-1727
                      Fax: (619) 233-6526
                      Email: mto@debtsd.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million


CARELINE HOSPICE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Careline Hospice, Inc
        7462 N. Figueroa St. Ste. 202
        Los Angeles, CA 90041

Case No.: 14-21893

Nature of Business: Health Care

Chapter 11 Petition Date: June 19, 2014

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Asbet A Issakhanian, Esq.
                  LAW OFFICES OF ASBET A ISSAKHANIAN
                  440 Western Ave, Ste 205
                  Glendale, CA 91201
                  Tel: 818-247-6671
                  Fax: 818-551-5487
                  Email: aailaw@gmail.com

Total Assets: $3,500

Total Liabilities: $2.23 million

The petition was signed by Gladwin Gill, chief financial officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-21893.pdf


CASH STORE: Issues Default Status Report
----------------------------------------
The Cash Store Financial Services Inc. provided a default status
report in accordance with the alternative information guidelines
in National Policy 12-203 Cease Trade Orders for Continuous
Disclosure Defaults.

On May 16, 2014, the Company announced that it was not able to
file an interim financial report and interim management's
discussion and analysis for the period ended March 31, 2014,
together with the related certifications of those interim filings
by May 15, 2014, the deadline prescribed by securities
legislation.

Except as disclosed in previous press releases, there have been no
material changes to the information contained in the Default
Announcement or any other changes required to be disclosed by
National Policy 12-203.

The Company still intends to file the Continuous Disclosure
Documents as soon as is commercially reasonable, or as required by
the Ontario Superior Court of Justice (Commercial List) (the
"Court") pursuant to the Cash Store Financial's Companies'
Creditors Arrangement Act ("CCAA") proceedings.

The Monitor has filed with the Court periodic reports which have
included Cash Store Financial's cash flow projections and other
financial information concerning the Company.  The Company
anticipates that the Monitor will continue to file reports with
the Court (and post them on its Web site), updating relevant
financial information concerning the Company.  The Monitor's
reports, Court records and other details regarding the Company's
CCAA proceedings are available on the Monitor's Web site at
http://cfcanada.fticonsulting.com/cashstorefinancial/.

The Company 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.

                    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.


CASH STORE: S&P Withdraws 'D' ICR on Insufficient Information
-------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'D' issuer
credit and issue-level debt ratings on Edmonton, Alta.-based The
Cash Store Financial Services Inc. (CSF).

The withdrawal follows S&P's downgrade on CSF to 'D' from 'CC' on
April 15, 2014.  CSF is currently operating under creditor
protection via the Companies' Creditors Arrangement Act and has
obtained court approval of debtor-in-possession financing in the
hopes that the additional time and resources will allow it to
effectively restructure.  The company recently announced that
several of its executives, including Gordon Reykdal (CEO) and
Kevin Paetz (COO and President), are no longer with the company
and the court-appointed Chief Restructuring Officer is working
with management to reorganize the leadership structure.

Standard & Poor's is withdrawing its ratings on CSF due to lack of
sufficient information to maintain surveillance on the ratings.


COLDWATER CREEK: Disclosure Hearing Set Back to June 23
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Judge Brendan L. Shannon of the U.S. Bankruptcy Court
for the District of Delaware rescheduled to June 23 the hearing to
consider approval of the disclosure statement explaining Coldwater
Creek Inc.'s liquidating plan and directed parties to negotiate in
the meantime.

According to the report, Judge Shannon gave the Official Committee
of Unsecured Creditors until July 25 for bringing suit challenging
the validity of secured creditors' claims.  The report related
that Judge Shannon also refused to hold a quickly convened hearing
on the Committee's request to file a plan of its own.  Judge
Shannon said he's not in favor of dueling plans where the only
difference is so-called third party releases, the report further
related.  The Committee has asked Judge Shannon to reject the
disclosure statement because it is tied to a plan that they say is
unconfirmable, Law360 reported.

                     About Coldwater Creek

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

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

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

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

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

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

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


CONFIE SEGUROS: S&P Raises CCR to 'B'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
long-term corporate credit rating on Confie Seguros Holding II Co.
(Confie Seguros) to 'B' from 'B-'.  S&P also raised its debt
ratings on the company's first-lien term loan B facility maturing
November 2018 to 'B' from 'B-', and upgraded its senior secured
second-lien term loan facility maturing May 2019 to 'CCC+' from
'CCC'.

S&P has assigned a recovery rating of '3' representing recovery
expectations of between 50%-70% on the total first-lien secured
credit facilities.  Concurrently, S&P assigned a recovery rating
of '6' to the second-lien secured term loan facility, which
provides potential debt holders a negligible recovery of between
0% and 10% in a default scenario.

"The upgrade of Confie Seguros reflects our view of its
fundamental improvement to its business risk profile following the
transformation and scale gained from its fold-in and platform
acquisitions, geographic and revenue diversification, and improved
personal-line insurance services platform," said Standard & Poor's
credit analyst Marc Cohen.  "The rating also reflects its highly
leveraged and weak financial flexibility with respect to its
adjusted fixed-charge and interest coverage ratios."

Although the company has diversified its commission-based revenues
in recent years, S&P still views the high revenue concentration by
a limited number of insurance carriers as a weakness, despite the
company's current relationship with various carriers who maintain
nonstandard auto insurance risk portfolios.

The outlook is stable, reflecting Confie Seguros's ability to
execute its strategy and attain growth in revenue and EBITDA
following the successful integration of historical agency and
retail acquisitions.  S&P expects Confie Seguros to continue its
growth strategy and opportunistically implant store locations (via
acquisitions or self-build agency stores) in strategic locations.
We view the continued geographic expansion as a competitive
advantage for the company.

"Although we expect the company to produce robust free cash flow,"
Mr. Cohen continued, "we expect it to continue to use available
cash flow to invest in its growth strategy and for acquisitions.
We do not expect to raise the ratings in the next 12 months.  We
could lower the ratings during the next 12 months if the company
does not meet our expectations, is not disciplined or successful
in its acquisition strategy, or incurs additional debt that is not
supported by prospective operating earnings."


CORNERSTONE HOMES: Can Hire Nothnagle Realtors as Realtor
---------------------------------------------------------
Michael H. Arnold, the Chapter 11 Trustee in the bankruptcy case
of Cornerstone Homes Inc., sought and obtained permission from the
U.S. Bankruptcy Court to employ Carol Verbridge of Northnagle
Realtors.   Ms. Verbridge will serve as real estate broker for the
trustee for the purpose of obtaining a buyer and assisting in the
sale of certain real property owned by the debtor and located at
3865 Shepard Road, Williamson, NY and 595 Filkins Road, Arcadia,
NY.

The Chapter 11 trustee is also authorized to employ Carol
Verbridge to serve as real estate broker for the trustee for the
purpose of obtaining a buyer and assisting in the sale of any
other real estate property owned by the Debtor and located in
Wayne County, Eastern Monroe Country and Northern Ontario County.

                    About Cornerstone Homes

Cornerstone Homes Inc. is based in Corning, New York and is
engaged in the business of buying, selling and leasing single
family homes in the State of New York, with such properties
primarily located in the South Central and South Western portions
of the State.

Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester
alongside a reorganization plan already accepted by 96 percent of
unsecured creditors' claims.

The Debtor disclosed assets of $18,561,028 and liabilities of
$36,248,526.  Four secured lenders with $21.8 million in claims
are to be paid in full under the plan.  Unsecured creditors --
chiefly noteholders with $14.5 million in claims -- will have a 7
percent recovery.

Judge Paul R. Warren presides over the case.  Curtiss Alan
Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink,
LLP, in Rochester, N.Y., serve as the Debtor's counsel.  The
Debtor has tapped GAR Associates to appraise a selection of its
properties to support the Debtor's liquidation analysis.

The Official Committee of Unsecured Creditors is represented by
Gregory J. Mascitti, Esq., at LeClairRyan PC.  The Committee
retained Getzler Henrich & Associates LLC as financial advisor.

Cornerstone Homes Inc. delivered to the Bankruptcy Court a First
Amended Plan of Reorganization and explanatory Disclosure
Statement on Jan. 3, 2014.  The Amended Plan supersedes the Plan
Cornerstone prepared prior to filing for bankruptcy.  The Debtor
intends to liquidate properties over a period of time, so as to
achieve maximum recovery for the creditors while avoiding a
deleterious affect on the housing market.  The Plan provides for a
distribution of $1 million as an Unsecured Distribution Amount.
Owner David Fleet will pledge up to $1 million to fund
distributions under the Plan.  It also provides for the
distribution of the stock in the Reorganized Debtor to holders of
Allowed Unsecured Noteholder Claims under Class 5.  The Class 5
Claimants are expected to receive 7% plus distribution of stock on
the Distribution Date.  The Claimants are impaired and entitled to
vote on the Plan.

No hearing was slated to consider the Amended Plan documents.
Instead, the Court accepted the request of the Committee to
appoint a Chapter 11 trustee to replace management.  The Court
approved the appointment of Michael H. Arnold, Esq., as Chapter 11
trustee.  He is represented by his law firm, Place and Arnold as
his counsel.


D.R. HORTON: Fitch Raises Issuer Default Rating to 'BB+'
--------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) of D.R.
Horton, Inc. (NYSE: DHI) to 'BB+' from 'BB'. The Rating Outlook is
revised to Stable from Positive.

Key Rating Drivers

The ratings for DHI reflect the company's successful execution of
its business model, steady capital structure, and geographic and
product line diversity. The company was an active consolidator in
the homebuilding industry in the past, but has been much less
acquisitive over the past 10 years and it appears that the company
will continue to be focused principally on harvesting the
opportunities within its current and adjacent markets.

The ratings also reflect the company's relatively heavy
speculative building activity (at times averaging 50%-60% of total
inventory and 49% at March 31, 2014). Historically, the company
built a significant number of its homes on a speculative basis
(i.e. begun construction before an order was in hand). DHI
successfully executed this strategy in the past, including during
the severe housing downturn. Nevertheless, Fitch is somewhat more
comfortable with the more moderate spec targets of 2004 and 2005,
when spec inventory accounted for roughly 35%-40% of homes under
construction.

The Stable Outlook takes into account further moderate improvement
in the housing market in 2014 and 2015 and the potential for share
gains by DHI and hence volume outperformance relative to industry
trends. The Outlook also considers the company's above-average
performance from credit and operating perspectives during much of
the past housing downturn and so far in the recovery. DHI was one
of the few public builders profitable in 2010 and 2011, reporting
solid profits in 2012 and 2013, and should report much stronger
pretax income this fiscal year. DHI was the second builder to
reverse its substantial federal deferred tax asset allowance
(during FY 2012).

THE COMPANY

D.R. Horton was established in 1978 and completed its initial
public offering in 1992. DHI has grown quite rapidly since
its beginnings. From 1978 to 1987 its activities were exclusively
in the Dallas/Ft. Worth area. The company has entered 77 markets
since then through a combination of 'greenfield' entries and
acquisitions. Since 1978, DHI has made 20 acquisitions, almost all
of these during the 1994-2002 period.

DHI acquired the homebuilding operations of Breland Homes in
August 2012 for $105.9 million in cash. Breland Homes operated in
Huntsville and Mobile in Alabama and along the gulf coast of
Mississippi. In October 2013, the company acquired the
homebuilding operations of Regent Homes, Inc. for $34.5 million
cash. Regent operated in Charlotte, Greensboro and Winston-Salem,
N.C. DHI acquired Crown Communities, the largest builder in
Atlanta, on May 9, 2014.

In calendar 2013, DHI was ranked the largest homebuilder in the
U.S. based on closings and revenues, holding the #1 position based
on home closings since 2002. The company has made only two
acquisitions since 2003 and it appears that DHI may remain less
acquisitive in the future as it focuses on harvesting the
opportunities within its current and adjacent markets. The company
operates in 27 states and 79 markets in the U.S. and has 36
homebuilding operating divisions.

GENERALLY IMPROVING HOUSING MARKET

Comparisons are challenging through first-half 2014, and so far
this year most housing metrics seem to have been short of
expectations and fallen somewhat from a year ago. Though the
severe winter throughout much of North America restrained some
housing activity, there was an absence of underlying consumer
momentum so far this year, perhaps due to buyer sensitivity to
higher home prices and finance rates and the slowing of job growth
at year end.

Housing metrics should improve for all of 2014 due to faster
economic growth, and some acceleration in job growth, despite
somewhat higher interest rates, as well as more measured home
price inflation. Single-family starts are projected to improve 15%
to 710,000 as multifamily volume grows about 9% to 335,000. Thus,
total starts this year should top 1 million. New home sales are
forecast to advance about 16% to 500,000, while existing home
volume is flat at 5.10 million, largely due to fewer distressed
homes for sale.

As Fitch noted in the past, the housing recovery will likely occur
in fits and starts.

SOME EROSION IN HOME AFFORDABILITY

The most recent Freddie Mac 30-year average mortgage rate was
4.17%, down 3 basis points (bps) sequentially from the previous
week and about 76 bps higher than the average rate during the
month of January 2013, a recent low point for mortgage rates.
While current rates are still well below historical averages, the
sharp increase in rates and considerably higher home prices in
2013/2014 have moderated affordability.

Fitch projects that mortgage rates could average as much as 60 bps
higher in 2014 (relative to 2013) as the Fed continues to taper
and the economy strengthens. New home price inflation should
moderate in 2014, at least partially because of higher interest
rates. Average and median new home prices should increase about
3.5% in 2014. However, Fitch's expectations of a more dynamic
economic expansion in the second half of this year with stronger
job growth should more than offset this lessening in
affordability. This will particularly be the case for the move-up
and active adult markets.

FINANCIALS

DHI successfully managed its balance sheet during the housing
downturn and generated significant operating cash flow. DHI had
been aggressively reducing its debt during the downturn and early
in the recovery. Homebuilding debt declined from roughly $5.5
billion at June 30, 2006 to $1.58 billion as of Dec. 31, 2011, a
71% reduction.

More recently, DHI has been responding to the stronger housing
market, expanding inventories and increasing leverage.
Homebuilding debt at the end of the fiscal 2014 second quarter was
$3.64 billion.

As of March 31, 2014, debt/capitalization was 45.6%. Net
debt/capitalization was 38.4% at the end of fiscal 2014 second
quarter. Debt-to-EBITDA has improved from 5.7x at Sept. 30, 2012
to 4.0x at Sept. 30, 2013 and 3.7x at March 31, 2014. Funds from
operations (FFO) adjusted leverage was 6.6x at the end of fiscal
2012 and is currently 3.6x. Interest coverage rose from 3.35x at
the end of fiscal 2012 to 4.75x in 2013 and 5.2x at the end of the
fiscal 2014 second quarter. Fitch projects that debt-to-EBITDA
should draw near to 3x by the end of 2014 and be below 3x by the
conclusion of 2015. Fitch also projects that at the end of 2015
interest coverage should come close to 6.5x.

DHI's earlier debt reduction was accomplished through debt
repurchases, maturities and early redemptions. DHI repaid the
remaining $145.9 million principal amount of its 6.125% senior
notes on Jan. 15, 2014, its due date; $500 million principal
amount of 2% convertible senior notes matured May 15, 2014 and
converted into common stock; $137.9 million of 5.625% senior notes
are due later in 2014. The company also has $157.7 million of
senior notes coming due in February 2015.

DHI has solid liquidity with unrestricted homebuilding cash and
equivalents of $930.8 million as of March 31, 2014.

On Sept. 7, 2012, DHI entered into a new $125 million five-year
unsecured revolving credit facility. In early November 2012, the
company announced that it had received additional lending
commitments, increasing the capacity of the facility to $600
million. Currently, the facility size is $725 million with an
uncommitted accordion feature that could increase the size of the
facility to $1 billion, subject to certain conditions and
availability of additional bank commitments.

The facility also provides for the issuance of letters of credit
(LOCs). LOCs issued under the facility reduce available borrowing
capacity and may total no more than $362.5 million in the
aggregate. The maturity date of the facility is Sept. 7, 2018. At
March 31, 2014, there were no borrowings outstanding and $70.5
million of LOCs issued under the revolving credit facility.

DHI continues to have access to capital markets. In February 2014,
the company priced an offering of $500 million aggregate principal
amount of 3.750% senior notes due March 1, 2019.

In early December 2012, DHI declared a cash dividend of $0.15 per
share. This dividend was in lieu of and accelerated the payment of
all quarterly dividends that the company would have otherwise paid
in calendar 2013. DHI resumed its normal quarterly cash dividends
in calendar 2014.

REAL ESTATE

The company expended $2 billion on land/lots in 2013 and spent
about $640 million on development activities. DHI purchased $1.1
billion of land and lots in 2012 and spent approximately $300
million on land development. The company spent $790 million on
land and development activities in 2011, and about $830 million
during 2010, compared with $380 million paid in 2009. During the
peak of the housing cycle, DHI spent $5.2 billion annually.

Through the first half of fiscal 2014, the company committed
roughly $1 billion on real estate activities (57% on land and 43%
on development). Fitch expects that land and development spending
will approximate $2.5 billion for full-year fiscal 2014 - about
two-thirds for land and lots and one-third for development
activities.

DHI maintains a 6.8-year supply of lots (based on LTM deliveries),
72.7% of which are owned and the balance controlled through
options. The options share of total lots controlled is down
sharply over the past six years as the company has written off
substantial numbers of options and land owners are less inclined
to use options. Fitch expects DHI to continue rebuilding its land
position and increase its community count. The primary focus will
be optioning (or in some cases, purchasing for cash) or developing
finished lots in relatively small phases, wherein DHI can get a
faster return of its capital.

DHI's cash flow from operations during fiscal 2013 (ending Sept.
30, 2013) was a negative $1.23 billion. In fiscal 2014, Fitch
expects DHI to be cash flow negative by $750 million-$825 million
as the company continues to spend substantial amounts on land and
development activities.

The ratings also reflect DHI's relatively heavy speculative
building activity (at times averaging 50%-60% of total inventory
and 48.8% at March 31, 2014). DHI has historically built a
significant number of its homes on a speculative basis (i.e. begun
construction before an order was in hand).

A key focus is on selling these homes either before construction
is completed or certainly before a completed spec has aged more
than a few months. This has resulted in consistently attractive
margins. DHI successfully executed this strategy in the past,
including during the severe housing downturn. Nevertheless, Fitch
is generally more comfortable with the more moderate spec targets
of 2004 and 2005, when spec inventory accounted for roughly 35%-
40% of homes under construction.

RATING SENSITIVITIES

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as:

-- Trends in land and development spending;
-- General inventory levels;
-- Speculative inventory activity (including the impact of high
    cancellation rates on such activity);
-- Gross and net new order activity;
-- Debt levels;
-- Free cash flow trends and uses;
-- DHI's cash position.

Fitch would consider taking further positive rating actions if the
recovery in housing persists or accelerates and DHI shows steady
improvement in credit metrics (such as debt-to-EBITDA leverage
approaching 2x and sustaining at that level), while maintaining a
healthy liquidity position (in excess of $1 billion in a
combination of cash and revolver availability).

Conversely, negative rating actions could occur if the recovery in
housing dissipates and DHI maintains an overly aggressive land and
development spending program. This could lead to sharp declines in
profitability, consistent and significant negative quarterly cash
flow from operations, and meaningfully diminished liquidity
position (below $500 million).

Fitch has upgraded the following ratings of DHI:

-- Long-term IDR to 'BB+' from 'BB';
-- Senior unsecured debt to 'BB+' from 'BB'.

The Rating Outlook is revised to Stable from Positive.


DAST BARRANCA: Foreclosure Auction Set for July 2
-------------------------------------------------
T.D. Service Company, as the duly appointed Trustee, will sell at
public auction to the highest bidder for cash the property of Dast
Barranca, LLC, which has been declared in default under a deed of
trust dated December 6, 2007.  T.D. Service Company is the
authorized agent for the beneficiary BYS Group, Inc.  The total
amount of the unpaid balance of the obligation secured by the Deed
of Trust and estimated costs, expenses, and advances is
$1,522,087.16.  It is possible that at the time of sale the
opening bid may be less than the total indebtedness due.

The property, which is located at 4595 Barranca Parkway, Irvine,
CA 92604, consists of:

     -- Parcel A: Parcel 3, in the city of Irvine,
     -- Parcel AI: an undivided 22% interest in Parcel 1, in
        city of Irvine,
     -- Parcel A2: nonexclusive easements

The Trustee will also sell related personal property, including
inventory, equipment, accounts not limited to all health-care-
Insurance receivables.

The sale will be held on July 2, 2014, at 3:00 p.m. on the front
steps of the entrance of the Orange Civic Center, 300 E. Chapman,
Orange, CA 92866

Additional information regarding the sale may be obtained at (888)
988-6736 or the Web site: http://www.salestrack.tdsf.com/

The Trustee may be reached at:

     Crystal Espinoza
     Assistant Secretary
     T.D. SERVICE COMPANY
     4000 W. Metropolitan Drive, Suite 400
     Orange, CA 92868-0000


DETROIT, MI: Attorney General Subpoenaed on Art Collection
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Michigan Attorney General Bill Schuette doesn't want
the Detroit bankruptcy judge to allow bond insurer Syncora
Guarantee Inc. to ask him questions under oath about his June 2013
opinion regarding the fate of Detroit's valuable art collection.

According to the report, Attorney General Opinion No. 7272, issued
the month before Detroit entered bankruptcy, concluded that the
collection in the Detroit Institute of Arts couldn't be sold
because it was held in charitable trust for the people of Michigan
and can't be used to satisfy the city's debts.  How he reached his
conclusion is protected under the deliberative process, work-
product and attorney-client privileges, Schuette said in court
papers, the report related.

Syncora, according to Law360, is one of the parties in the city's
Chapter 9 case that says the city's refusal to sell its valuable
art collection is a slap in the face to creditors who are being
asked to accept pennies on the dollar.  Syncora, which has
aggressively fought Detroit's bankruptcy, wants Schuette to
deliver additional documents showing internal communications about
the DIA opinion and testify at a deposition, according to Nathan
Bomey, writing for Detroit Free Press.

                  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.


DEVONSHIRE PGA: Wants Final Decree Closing Chapter 11 Cases
-----------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware will convene a hearing today, June 23,
2014, at 2:00 p.m. to consider Devonshire PGA Holdings, LLC, et
al.'s motion for entry of a final decree and order closing the
Debtors' Chapter 11 cases.

On Dec. 2, 2013, the Court approved Disclosure Statement and
confirmed the Amended Joint Plan of Reorganization of the Debtors.
The Plan went effective on Jan. 1, 2014.

                    About Devonshire PGA Holdings

Operators of assisted living facilities, led by Devonshire PGA
Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy
Court in Wilmington, Delaware on Sept. 19, 2013.

Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457) has
estimated liabilities of between $100 million and $500 million,
and assets of up to $10 million.  Chatsworth PGA Properties
provides assisted living services for the elderly.  It also offers
nursing and dementia care.

Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an
assisted-living facility in Florida, and based in Palm Beach
Gardens, estimated under $50,000 in assets and up to $50 million
in debts.  Another entity, Devonshire at PGA National LLC,
estimated more than $100 million in both assets and debt.

The Debtors are represented by M. Blake Cleary, Esq., at Young
Conaway Stargatt & Taylor, LLP, as counsel.  Epiq Bankruptcy
Solutions, LLC, serves as claims agent, and as administrative
advisor for the Debtors.  Alvarez & Marsal Healthcare Industry
Group, LLC, serves as restructuring advisors, and Alvarez's Paul
Rundell serves as Chief Restructuring Officer.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


DEWEY & LEBOEUF: Workers Get $3MM for Mass Firings Without Notice
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the estate of defunct law firm Dewey & LeBoeuf LLP
will ask Judge Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York to approve a settlement resolving
disputes with workers fired a day after the firm's Chapter 11
filing in May 2012.

According to the report, Judge Glenn's decision in April, which
barred the liquidating firm from raising the so-called faltering
company and unforeseeable circumstances defenses because the firm
hadn't given workers required written notice, results to $1.5
million for the lawyers for the group of employees and $3 million
for the 425 workers themselves.

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


ENERGY FUTURE: NYSE to Delist Corporate Bonds Effective July 1
--------------------------------------------------------------
The New York Stock Exchange LLC notified the Securities and
Exchange Commission of its intention to remove the entire class of
each of the:

     -- 9.75% Senior Secured Notes due October 15, 2019,
     -- 9.75% Senior Secured Notes due October 15, 2019, and
     -- 10.000% Senior Secured Notes due 2020

of Energy Future Holdings Corp. and its subsidiaries, Energy
Future Intermediate Holding Company LLC and EFIH Finance Inc. from
listing and registration on the Exchange at the opening of
business on July 1, 2014, pursuant to the provisions of Rule 12d2-
2(b), because, in the opinion of the Exchange, the Corporate Bonds
are no longer suitable for continued listing and trading on the
Exchange.

Pursuant to Listed Company Manual Section 802.01D, this decision
was reached in view of the Company's April 29, 2014 announcement
that it and certain of its subsidiaries had filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the Bankruptcy Court for the District of
Delaware.  NYSE Regulation noted the uncertainty as to the timing
and outcome of the bankruptcy process, as well as the ultimate
effect of this process on the Company's bondholders.  Section
802.01D (Bankruptcy and/or Liquidation) of the LCM states that the
Exchange would normally give consideration to suspending or
removing from the list a security of a company when an intent to
file under any of the sections of the bankruptcy law has been
announced or a filing has been made or liquidation has been
authorized and the company is committed to proceed.

The Exchange, on April 29, 2014, determined that the Corporate
Bonds of the Company should be suspended immediately from trading,
and directed the preparation and filing with the SEC of this
application for the removal of the Corporate Bonds from listing
and registration on the Exchange. The Company was notified
verbally and by letter on April 29, 2014.

A press release was immediately issued and an announcement was
made on a 'Information Memo' of the Exchange on April 29, 2014 of
the suspension of trading in the Corporate Bonds. Similar
information was included on the Exchange's website.

The Company had a right to appeal to the Committee for Review of
the Board of Directors of NYSE Regulation the determination to
delist the Corporate Bonds, provided that it filed a written
request for such a review with the Secretary of the Exchange
within ten business days of receiving notice of the delisting
determination. The Company did not file that request within the
specified time period. Consequently, all conditions precedent
under SEC Rule 12d2-2(b) to the filing of this application have
been satisfied.

On June 20, 2014, the NYSE filed a Form 25 "NOTIFICATION OF
REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF
THE SECURITIES EXCHANGE ACT OF 1934."

            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.


ENGLOBAL CORP: Four Directors Elected to Board
----------------------------------------------
ENGlobal announced the results of its 2014 annual stockholders'
meeting held on June 19 in North Houston.

The formal business of the meeting included the election of the
following directors to a one-year term: William A. Coskey, P.E.,
David W. Gent, P.E., Randall B. Hale, and David C. Roussel.  In
addition, ENGlobal's stockholders approved the ratification of the
appointment of Hein & Associates LLP as the independent auditors
of ENGlobal for fiscal year 2014.  All measures passed with an
approval rate in excess of 85 percent of the total common stock
outstanding represented at the meeting, in person or by proxy.

Upon conclusion of the formal business of the meeting, ENGlobal's
President and CEO, Mr. Coskey, provided an operational update to
the stockholders.

                           About ENGlobal

Houston-based ENGlobal Corporation (Nasdaq: ENG) is a provider of
engineering and related project services primarily to the energy
sector throughout the United States and internationally.  ENGlobal
operates through two business segments: Automation and
Engineering.  ENGlobal's Automation segment provides services
related to the design, fabrication and implementation of advanced
automation, control, instrumentation and process analytical
systems.  The Engineering segment provides consulting services for
the development, management and execution of projects requiring
professional engineering, construction management, and related
support services.

ENGlobal incurred a net loss of $2.98 million for the year ended
Dec. 28, 2013, a net loss of $33.60 million for the year ended
Dec. 29, 2012 and a net loss of $7.07 million for the year ended
Dec. 31, 2011.  As of March 29, 2014, the Company had $47.46
million in total assets, $23.07 million in total liabilities and
$24.39 million in total stockholders' equity.


FIRST DATA: Holdings Gets $3.5 Billion in Equity Investment
-----------------------------------------------------------
First Data Holdings Inc., the direct parent company of First Data
Corporation, has received commitments to purchase approximately
$3.5 billion of its common equity in a private placement.  The net
proceeds from the private placement will be used to strengthen the
company's balance sheet through repaying portions of its debt,
allowing the company to focus additional capital on accelerating
its transformation to a solutions and innovation company that
helps First Data clients grow their businesses.

The $3.5 billion comprising the private placement includes $1.5
billion from existing investors and $2 billion from new investors,
including a diverse group of pension funds, mutual funds, asset
managers and wealthy individuals.  KKR provided approximately $1.2
billion, including $500 million from its 2006 Fund and $700
million from its balance sheet.  Upon close of the transaction,
KKR's balance sheet will have approximately $1 billion invested in
First Data's equity, through general partner and limited partner
interests.

"We have taken full advantage of the last 12 months to strengthen
our company through a total focus on serving our clients and
bringing them new innovations that help them grow their business,"
said Frank Bisignano.  "The enthusiastic response to our strategic
vision and the resulting $3.5 billion investment in the future of
First Data, demonstrates confidence in the strategy on which we've
embarked and validates the outstanding work of our 23,000
employee-shareholders.  The new investment will unlock $375
million per year to help us accelerate our transformation,"
Bisignano added.

The private placement follows the first year of leadership under
Chairman and CEO Frank Bisignano, during which the management team
of First Data has implemented a comprehensive shift in the
company's vision for the future, corporate culture and client
focus, transforming it from a payments processor to a
collaborative solutions provider that partners with clients of all
sizes.  Clients that partner with First Data to help grow their
businesses include thousands of financial institutions and
millions of small-, medium- and large-sized businesses, from Main
Street shops to the world's largest corporations.

"We are pleased to be joined by several investors who saw, as we
do, that Frank's team is able to successfully combine First Data's
existing unique assets with cutting-edge technology that we
believe will take the company to the next level in the months and
years ahead," said Henry Kravis, co-chief executive officer and
co-chairman of KKR and a member of First Data's Board of
Directors.  "Over the last year, the company has made great
strides to solidify its role as a provider of solutions to its
clients who span the globe."

Over the past year, First Data has used its market-leading
position, with operations in 35 countries, to bring to market
client-focused products that build on its unrivaled
infrastructure, scale, partnerships and distribution network. With
increased speed of product delivery, the company has harnessed its
ability to create and deploy next-generation commerce solutions
for its merchant clients and financial institution partners, built
on powerful new hardware and software platforms with embedded data
and analytics.

Among the achievements of the last year, aligned with the vision
for a "New First Data," the company strengthened its capital
structure, extended equity to all employees and attracted new
talent through the addition of key executives.

Additionally, First Data over the past 12 months has announced a
series of strategic partnerships, made investments in and
partnered with innovative start-ups, entered the Brazilian market,
and continues to invest in expanding the capabilities of the
STAR(R) Network, its leading debit network.

                          About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

First Data reported a net loss attributable to the Company of
$869.1 million in 2013, a net loss attributable to the Company of
$700.9 million in 2012 and a net loss attributable to the Company
of $516.1 million in 2011.

                           *     *     *

The Company carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FIRST DATA: S&P Puts 'B+' Rating on CreditWatch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B+' first-
lien issue rating on First Data Corp. on CreditWatch with positive
implications and affirmed its 'B' corporate credit rating and
other issue-level ratings.  The outlook on the long-term rating is
stable.

"The CreditWatch listing follows First Data's June 19, 2014,
announcement that it plans to raise approximately $3.5 billion in
common equity in a private placement expected to close on July 11,
2014," said Standard & Poor's credit analyst John Moore.

The company also laid out plans to repay approximately $2.2
billion of its debt with about $2.4 billion in net proceeds from
the transaction, including partial repayment of its 6.75% first-
lien notes due 2020.  The company has not laid out specific uses
for the balance of the equity proceeds.

Pro forma for the transaction, S&P expects the company to remain
highly leveraged, even if the company applies all the equity
proceeds to repay debt, although leverage will drop to about 8x
from about 10x currently.  Consequently, S&P is affirming its
long-term corporate credit rating.

S&P expects to raise its issue-level rating on the company's
first-lien debt to 'BB-' from 'B+' upon successful completion of
the transaction, and S&P would revise its recovery rating on the
first-lien debt to '1', reflecting its expectation that lenders
would receive very high (90% to 100%) recovery in the event of a
default of this debt issue.  This revision would reflect the
reduced pro forma amount of first-lien debt in the capital
structure.

S&P will monitor progress in this announced equity placement
associated with debt reduction and will resolve its CreditWatch
listing following completion of the pending equity transaction,
which the company expects to occur on July 11, 2014.

The stable outlook reflects First Data's large scale and
relatively stable historical operating performance in global
payment processing markets.  S&P now believes First Data has
greater ability to absorb flat to minimal earnings growth in 2014,
given the company's debt refinancing activities during the past
year, which have resulted in the extension of significant debt
maturities beyond 2016.

S&P could lower the rating if operating weakness were to result in
declines in EBITDA during the coming year.

Very high debt leverage and the company's limited capacity to
reduce debt from free cash flow constrain the possibility of an
upgrade.


FIRST SECURITY: Shareholders Elected 9 Directors
------------------------------------------------
The annual meeting of shareholders of First Security Group, Inc.,
was held on June 18, 2014, at which the shareholders elected
Henchy R. Enden, William F. Grant, III, William C. Hall, Adam G.
Hurwich, Carol H. Jackson, Kelly P. Kirkland, Michael Kramer,
Robert R. Lane, and Larry D. Mauldin as directors of the Company
to serve until the 2015 annual shareholder meeting and until their
successors have been elected and qualified.  The shareholders also
approved the compensation of the Company's executive officers.

                    About First Security Group

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

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


FLORIDA GAMING: Court Relieves Receiver of Duties, Surety Bonds
---------------------------------------------------------------
Bankruptcy Judge Robert A. Mark signed off on an agreed order that
relieved David Jonas, as state court-appointed receiver, from
receivership duties, including the requirement to maintain the
surety bonds, nunc pro tunc to April 30, 2014, the date of the
closing of the sale of the Debtors' assets to Fronton Holdings,
LLC.

In this relation, the hearing scheduled for June 5 was canceled.

The agreed order also provided that, among other things:

   1. the surety bonds are canceled and the surety is discharged;
      and

   2. the receiver is authorized to prepare, file and prosecute
      any required final receivership report(s), application(s)
      or other pleading(s) in either the Florida Foreclosure or
      the Court and the reasonable fees and expenses of the
      receiver, including any reasonable attorneys' fees and
      expenses, related to the preparation, filing and
      prosecution of the final pleadings, will be paid by the
      Debtors as administrative expenses in the Chapter 11 cases,
      subject to further order of the Court;

                    About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.  Its parent, Florida Gaming Corp.
(FGMG:US), and two other affiliates also sought court protection.

Bankruptcy Judge Robert A. Mark oversees the case.  Luis Salazar,
Esq., Esq., at Salazar Jackson in Miami, represents Florida
Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.


FLORIDA GAMING: June 26 Hearing on Employment of Morrison Brown
---------------------------------------------------------------
The Bankruptcy Court will convene a hearing on June 26, 2014, at
1:30 p.m., to consider Florida Gaming Centers, Inc., et al.'s
motion to employ Manuel E. Pravia as tax consultant, and expand
the scope of employment of Morrison, Brown, Argiz & Farra, LLC.

The Debtors, in their application, requested for the expansion of
MBAF's employment to include tax services.  Specifically, MBAF
will prepare the tax returns for the years ended Dec. 31, 2012,
and Dec. 31, 2013 for Florida Gaming Corporation.

MBAF has advised the Debtors that the estimated fees for the
additional services to be provided will be $45,000, as:

   Service Provided                             Fees
   ----------------                             ----
   Tax Return - Tax Year 2012                  $25,000
   Tax Return - Tax Year 2013                  $20,000

Manuel E. Pravia, a principal of MBAF, aasures the Court that MBAF
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

On March 18, 2013, David Jonas as receiver for Florida Gaming
Centers, Inc., the wholly-owned subsidiary, and primary operating
asset, of Florida Gaming Corporation, appointed MBAF as the new
accountants to perform the audit of Centers for its fiscal year
ended Dec. 31, 2012.

King + Company, P.S.C., has been the Company's independent auditor
since 1994, and in connection with King's work on the Dec. 31,
2012, audit, the Company, in consultation with King and Morrison,
determined that, because Morrison will audit substantially all of
the Company's consolidated revenue and assets in connection with
its audit of Centers, Morrison would be the Company's "principal
accountant".

On March 27, 2013, the sole member of the Company's Audit
Committee, Dr. George Galloway, met with representatives of
Morrison and of King.  Following these meetings, the Audit
Committee recommended the ratification and approval of Morrison's
appointment as the Company's principal accountant for the Dec. 31,
2012 audit.

On March 27, Company's board of directors ratified and approved
Morrison's appointment as Company's principal accountant.

Before its appointment as Centers' auditor, Morrison was
previously engaged by Centers on Oct. 12, 2012, to act as an
expert witness on Centers' behalf in the previously disclosed case
filed in the Circuit Court of the Eleventh Judicial Circuit in and
for Miami-Dade County, Florida styled ABC Funding, LLC, as
Administrative Agent for Summit Partners Subordinated Debt Fund
IV-A, L.P., Summit Partners Subordinated Debt Fund IV-B, L.P.,
JPMorgan Chase Bank, N.A., Locust Street Funding LLC, Canyon Value
Realization Fund, L.P., Canyon Value Realization Master Fund,
L.P., Canyon Distressed Opportunity Master Fund, L.P., and Canyon-
GRF Master Fund II, L.P., vs. Florida Gaming Centers, Inc., a
Florida corporation, and Florida Gaming Corporation, a Delaware
corporation.  Morrison resigned from the expert witness engagement
prior to accepting the audit engagement.

The Debtors are represented by:

         Luis Salazar, Esq.
         SALAZAR JACKSON, LLP
         Two South Biscayne Boulevard, Suite 3760
         Miami, FL 33131
         Tel: (305) 374-4848
         Fax: (305) 397-1021
         E-mail: Salazar@SalazarJackson.com

                    About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.  Its parent, Florida Gaming Corp.
(FGMG:US), and two other affiliates also sought court protection.

Bankruptcy Judge Robert A. Mark oversees the case.  Luis Salazar,
Esq., Esq., at Salazar Jackson in Miami, represents Florida
Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.


FLORIDA GAMING: July 16 Combined Hearing on Plan and Outline
------------------------------------------------------------
The Bankruptcy Court will convene a hearing on July 16, 2014, at
2:30 p.m., to consider approval of Disclosure Statement and
confirmation of Florida Gaming Centers, Inc., and Florida Gaming
Corporation First Amended Joint Plan of Liquidation dated June 12,
2014.  Objections, if any, are due July 9, 2014.

In this relation, the Court approved the combined hearing to
consider approval of Disclosure Statement and confirmation of the
Plan.

The Court has previously scheduled a June 12 hearing on the
matter.

The Debtors sought to consolidate the dates for the hearings
pertaining to (i) approval of the disclosure statement, (ii)
confirmation of the Plan, and (iii) final fee applications
for all estate professionals, such that the hearings will be held
on the same date.  In connection therewith, the Debtors seek an
order from the Bankruptcy Court conditionally approving the
Disclosure Statement and approving the solicitation and voting
procedures.

According to Disclosure Statement, the Plan includes a separate
plan of liquidation for each of the Debtors.  The Plan does not
seek to effect a substantive consolidation or other combination of
the separate Estates of each Debtor but instead provides that
creditors of each Debtor will be permitted to assert their claims
only against the Debtor(s) against which they hold Allowed Claims.

All distributions required to be made, and the costs of
administering the distributions incurred by the Creditor Trustee,
will be obtained (a) from Cash on hand in the estates and (b)
through recoveries under the Causes of Action; provided, however,
ABC Funding, LLC, as administrative agent, and Fronton Holdings,
LLC, an entity established by ABC to bid on behalf of the
Prepetition Lenders, will fund any shortfall in the Centers Claim
Reserve, the Professional Fee Claim Reserve or the Other
Administrative Claim Reserve as necessary and as provided for in
the settlement agreement.

The Debtor submitted a Disclosure Statement explaining the Plan
dated June 6.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/FLORIDAGAMING531_ds_1plan.pdf

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/FLORIDAGAMING_519_ds.pdf

                    About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.  Its parent, Florida Gaming Corp.
(FGMG:US), and two other affiliates also sought court protection.

Bankruptcy Judge Robert A. Mark oversees the case.  Luis Salazar,
Esq., Esq., at Salazar Jackson in Miami, represents Florida
Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.


FLORIDA GAMING: Deal Resolving Advisory Agreement Dispute Okayed
----------------------------------------------------------------
Bankruptcy Judge Robert A. Mark approved the Settlement and
Compromise of Controversy between Florida Gaming Centers, Inc., et
al., and Official Joint Committee of Unsecured Creditors, William
B. Collett and William B. Collett, Jr., and Innovation Capital,
LLC.  Among other things, the settlement agreement resolves the
dispute arising from the Financial Advisory Agreement dated May 3,
2011 between Miami Jai-Alai and Innovation.

                    About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.  Its parent, Florida Gaming Corp.
(FGMG:US), and two other affiliates also sought court protection.

Bankruptcy Judge Robert A. Mark oversees the case.  Luis Salazar,
Esq., Esq., at Salazar Jackson in Miami, represents Florida
Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.


FLUX POWER: Lithium-Ion Battery Business Projected to Boom
----------------------------------------------------------
Flux Power Holdings, Inc., disclosed in a document filed with the
U.S. Securities and Exchange Commission that it projected its
lihium-ion battery market to double in size to $23 billion in 2016
as compared to 2012.  The projected growth is driven by
performance and cost advantages.  A copy of the corporate
presentation dated June 2014 entitled "Innovative lithium energy
storage solutions" is available for free at http://is.gd/8heM2x

                          About Flux Power

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

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

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

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

                         Bankruptcy Warning

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


FOUNDATION HEALTHCARE: Amends Loan Agreement with Arvest Bank
-------------------------------------------------------------
On June 18, 2014, with an effective date of April 30, 2014, the
Company's subsidiaries, SDC Holdings LLC and ApothecaryRx LLC
("Borrowers"), Foundation Healthcare, Inc. (f/k/a/ Graymark
Healthcare, Inc.) and Mr. Stanton Nelson (the "Guarantor" and the
Company's chief executive officer) entered into a Second Amendment
to Second Amended and Restated Loan Agreement and the Borrowers
issued a Third Amended and Restated Promissory Note in favor of
Arvest Bank in the amount of $9,704,460.  The Company, Borrowers
and Guarantor previously entered into the Second Amended and
Restated Loan Agreement effective July 22, 2013, as amended by the
First Amendment to Second Amended and Restated Loan Agreement
dated Dec. 31, 2013.  Under the Prior Agreement, the Company and
Borrowers were indebted to Arvest Bank under the Amended and
Restated Promissory Note, in the original principal amount of
$10,691,262 dated July 22, 2013.  The Company, Arvest Bank, the
Borrowers and the Guarantor have agreed to restructure the loan
evidenced by the Prior Notes and the Prior Agreement.

Upon execution of the Note, the Company paid Arvest Bank $210,162
in consideration of the following: (a) $49,062 in interest on the
Note, (b) $150,000 to be applied to the principal balance of the
Note, and (c) fees and expense reimbursements payable to Arvest
Bank of $11,100.

The Note is collateralized by substantially all of the assets of
the Borrowers and the personal guaranty of the Guarantor which is
limited to $2,919,000.  The note bears interest at the greater of
the prime rate or 6.0% and provided the Borrowers are not in
default, the Borrowers are required to make monthly payments of
interest only.  The entire unpaid principle balance and all
accrued and unpaid interest thereon will be due and payable on
June 30, 2014.  Additionally, the Note is subject to certain
financial covenants including a debt service coverage ratio
covenant of not less than 1.25 to 1.  Arvest Bank has waived the
DSR and other financial covenant requirements through June 30,
2014, which is the maturity date of the Note.

On July 22, 2013, the Company purchased a $6,000,000 participation
in the Prior Note from Arvest Bank in exchange for 13,333,333
shares of the Company's common stock.  The Company purchased the
participation in the last $6,000,000 of the principal amount due
under the Arvest credit facility.  The Company's participation in
the note is eliminated against the Note.

A full-text copy of the Second Amendment to SecondAmended and
Restated Loan Agreement is available for free at:

                      http://is.gd/HyGRKR

2014 Bonus Incentive Plan

On June 14, 2014, the Company's Compensation Committee adopted,
pursuant to the Company's 2008 Long-Term Incentive Plan, the 2014
Bonus Incentive Plan For Executive Officers.  The 2014 Bonus Plan
sets performance-oriented incentive awards to motivate the
Company's executive officers.  Under the 2014 Bonus Plan, the
Company's executive officers are eligible to receive a bonus based
on the achievement of certain financial and other objectives
during fiscal year 2014.  Those bonuses may be paid in cash,
shares of the Company's common stock or a combination of both, as
determined by the Compensation Committee.  The executive officers
eligible for participation in the 2014 Bonus Plan are (1) Chairman
of the Board, (2) Advisor to the Chairman, and (3) Chief Executive
Officer.  The Compensation Committee may add additional executive
officers as Participants.  The Compensation Committee set the
following objectives under the 2014 Bonus Plan: (1) achieve 2014
EBITDA equal to or greater than the EBITDA Target, (2)
satisfactory refinancing of the Company's debt into a long-term
facility, (3) creation and adherence to a 3-5 year strategic and
operating plan, (4) staffing stability, including the hiring of a
permanent CFO, and (5) average overall patient satisfaction for
2014 equals or exceeds 95% for the Company's hospitals, ASCs and
other healthcare facilities, as consistently determined and as
presented in periodic clinical updates to the Board.  The weighing
for each Objective is 12.5% except for Objective No. 1 which has a
50% weighting.  In addition, for Objective No. 1 only, (A) if
actual EBITDA is equal to or greater than the EBITDA Target, 100%
of such Objective is earned, (B) if actual EBITDA is equal to or
greater than 90% of the EBITDA Target, 50% of such Objective is
earned, and (C) if actual EBITDA less than 90% of the EBITDA
Target, such Objective is not earned.  For each Participant, the
Compensation Committee established a performance target as a
percentage of such Participant's base salary.

A copy of Foundation Healthcare's 2014 Bonus Incentive Plan is
available for free at http://is.gd/p6Ffsf

                    About Foundation Healthcare

Oklahoma-based Foundation Healthcare is a healthcare services
company primarily focused on owning controlling interests in
surgical hospitals and the inclusion of ancillary service lines.
The Company currently owns controlling and noncontrolling
interests in surgical hospitals located in Texas.  The Company
also owns noncontrolling interests in ambulatory surgery centers
("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey,
Maryland and Ohio.

Additionally, the Company provides sleep testing management
services to various rural hospitals in Iowa, Minnesota, Missouri,
Nebraska and South Dakota under management contracts with the
hospitals.  The Company provides management services to a majority
of its Affiliates under the terms of various management
agreements.  Prior to Dec. 2, 2013, the Company's name was
Graymark Healthcare, Inc.

Foundation Healthcare reported a net loss attributable to
Foundation Healthcare common stock of $20.42 million on $93.14
million of revenues for the year ended Dec. 31, 2013, as compared
with net income attributable to Foundation Healthcare common stock
of $2.45 million on $52.97 million of revenues in 2012.  The
Company's balance sheet at Dec. 31, 2013, shows $55.27 million
in total assets, $61.85 million in total liabiities, $8.70 million
in preferred noncontrolling interests and a $15.27 million total
deficit.

Hein & Associates LLP, in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company had insufficient working capital as of Dec. 31,
2013, to fund anticipated working capital needs over the next
twelve months.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


FR UTILITY: S&P Retains Secured 'B+' Rating Over New $35MM Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' senior
secured issue-level rating on Richmond, Va.-based FR Utility
Services LLC (USL) remains unchanged after a proposed $35 million
incremental term loan.  The recovery rating on the $220 million
term loan (including the proposed $35 million increase) is '2',
indicating S&P's expectation of substantial (70%-90%) recovery in
the event of a payment default.  S&P expects the company to use
most of the incremental proceeds to fund the acquisition of UTEC
Construction (a regional design, engineering, and installation
service provider to the underground electrical transmission end
market) and pay down outstanding revolver balances.  The 'B'
corporate credit rating and stable outlook on USL are also
unaffected.

S&P's corporate credit rating on USL reflects the highly
fragmented and competitive utility services industry, and its
limited scale and lack of geographic and end-market diversity
compared with many larger rated entities in the engineering and
construction sector.

S&P estimates the ratio of debt to EBITDA of about 5.3x pro forma
for the transaction (based on most recent EBITDA for the combined
entity).  USL's credit metrics are likely to improve modestly over
the intermediate term, given S&P's assumptions that EBITDA will
improve gradually and that management will approach growth
prudently.  S&P estimates leverage will remain around 4.5x to 5.5x
over the next two years, with free operating cash flow (FOCF) to
total debt in the low-single digits.

The stable outlook reflects S&P's belief that USL can achieve
positive free cash flow in 2014, as a result of demand for the
company's maintenance services and above-average EBITDA margins.
For more details, refer to S&P's summary analysis on FR Utility
Services LLC published May 6, 2014.

RECOVERY ANALYSIS

Key analytical factors

   -- S&P's simulated default scenario involves the company
      experiencing material cost overruns on several fixed-price
      contracts, as well as the loss of some maintenance contracts
      from top customers.

   -- S&P estimates EBITDA would need to decline more than 35%
      from its estimated pro forma 2013 levels to trigger a
      payment default.  At that EBITDA level, the company's cash
      flow may not be sufficient to cover interest expenses, debt
      amortization, and nondiscretionary maintenance capital
      spending.

Simulated default assumptions

   -- Default year: 2017
   -- LIBOR increases to 1% by 2017.
   -- The margin on the revolver and term loan increases by 150
      basis points because of the impact of covenant compliance
      issues.
   -- The revolver is drawn to 100% of the committed amount.
   -- EBITDA at emergence: $33 million
   -- EBITDA multiple 6x

Simplified waterfall

   -- Net enterprise value (after deducting 7% for priority
      administrative expenses): $184 million
   -- Collateral value available to secured creditors: $183
      million
   -- Secured first-lien debt claims: $247 million
   -- Recovery expectations: 70% to 90%

Notes: All debt amounts include six months of prepetition
interest.  The collateral value equals the asset pledge from the
obligors after priority claims, plus the equity pledge from the
non-obligors after non-obligor debt.

RATINGS LIST

FR Utility Services LLC
Corporate credit rating             B/Stable/--

Ratings unchanged
FR Utility Services LLC
Senior secured
  $30 mil. revolver due 2018         B+
   Recovery rating                   2
  $220 mil. term loan due 2020       B+
   Recovery rating                   2


FUSION TELECOMMUNICATIONS: Launches Offering of 8.4MM Shares
------------------------------------------------------------
Fusion Telecommunications International, Inc., launched a public
secondary offering of its common stock.  Certain stockholders of
Fusion, including Alvin Fund, LLC, Adam Stern, and George Igler
are offering for sale to the public 8,414,904 shares of common
stock of Fusion Telecommunications International, Inc.

The shares being resold consist of:

  * 1,213,040 shares of issued and outstanding common stock;

  * 4,049,100 shares of common stock issuable upon conversion of
    outstanding Series B-2 Preferred Stock; and

  * 3,152,764 shares of common stock issuable upon exercise of
    outstanding common stock purchase warrants.

The Company will not receive any proceeds from the sale of these
shares by the selling security holders, but the Company may
receive proceeds from the exercise of the warrants, if exercised.

The Company's common stock is currently quoted on The Nasdaq
Capital Market and trades under the symbol "FSNN."  On June 17,
2014, the closing price for the Company's common stock was $6.66
per share.

A full-text copy of the Form S-3 prospectus is available for free
at http://is.gd/5Ka2z8

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

Fusion Telecommunications incurred a net loss applicable to common
stockholders of $5.48 million in 2013, a net loss applicable to
common stockholders of $5.61 million in 2012 and a net loss of
$4.45 million in 2011.  The Company's balance sheet at March 31,
2014, showed $69.69 million in total assets, $58.51 million in
total liabilities and $11.18 million in total stockholders'
equity.


GENCO SHIPPING: Amends Restructuring Support Agreement
------------------------------------------------------
Genco Shipping & Trading Limited, et al., filed with the
Bankruptcy Court amendments to (i) the Restructuring Support
Agreement; and (II) the Equity Commitment Agreement.

The First Amendment to Restructuring Support Agreement was entered
into as of May 27, 2014, and effective as of the Amendment
Effective Date, the Debtors and the supporting creditors.

The Restructuring Support Agreement contemplates a Restructuring
of the Company Parties to be implemented through a prepackaged
chapter 11 plan consistent with the terms and conditions of the
Restructuring Support Agreement and the Restructuring Term Sheet.

The amendment, includes, among other things:

   a. Section 8(e) of the Restructuring Support Agreement is
deleted and replaced in its entirety with: "the order approving
the Disclosure Statement and the solicitation procedures and
confirming the Plan will be entered on or before June 27, 2014;
and".

   b. The section of the Restructuring Term Sheet located opposite
the word "Rights Offering" is amended as:

   * the words "Some or all of the" are inserted at the beginning
     of the first bullet point.

   * the words "for 60 days" are stricken from the first bullet
     point.

   * the words "party thereto" will be inserted in the second
     bullet point after the words "Supporting 2007 Facility
     Lenders" and after the words "Supporting Noteholders".

The Debtors, on May 28, 2014, submitted a memorandum of law in
support of entry of an order (i) approving (a) the Disclosure
Statement, and (b) the solicitation procedures; and
(ii) confirming the Debtors' Prepackaged Plan of Reorganization.

According to the Debtors, the Prepack Plan is the culmination of
negotiations among the Debtors, their secured lenders, and the
Debtors' largest unsecured creditor constituency -- the ad hoc
group of Convertible Noteholders.  The Debtors' creditors --
secured lenders and Convertible Noteholders -- support the Prepack
Plan.

The purpose of the Prepack Plan is to restructure the Debtors'
liabilities to maximize recovery to all stakeholders and enhance
the financial viability of the Reorganized Debtors.  Through the
Prepack Plan, the Debtors will emerge from bankruptcy as a
healthier and more viable competitor in the drybulk shipping
industry.  The Prepack Plan provides for a balance sheet
restructuring of the Debtors in which the holders of secured debt
outstanding under the Prepetition 2007 Facility will receive 81.1%
of the Reorganized Debtors' equity (subject to dilution) and the
holders of the Debtors' Convertible Notes will receive 8.4% of the
Reorganized Debtors' equity (subject to dilution), in addition to
the opportunity to participate in the Rights Offering.

The effect of the Prepack Plan will be to (i) cut the Debtors'
debt by at least $1.2 billion, (ii) reduce the Debtors' annual
interest payment obligations by more than $40 million, (iii)
eliminate over $192.8 million annually in amortization payments,
and (iv) facilitate a new capital infusion of approximately $100
million through the fully backstopped Rights Offering.

Importantly, the Prepack Plan provides for the reinstatement of
all General Unsecured Claims and a distribution of warrants to
holders of Equity Interests in Genco from the consideration that
would otherwise be provided to holders of Prepetition 2007
Facility Claims and Convertible Note Claims.

A copy of the supplement to the Disclosure Statement is available
for free at http://bankrupt.com/misc/GENCOSHIPPING_223_dssupp.pdf

As reported in the Troubled Company Reporter on June 12, 2014,
Craig E. Johnson, senior director with GCG, Inc., submitted to the
Bankruptcy Court the voting results on the Prepackaged Plan of
Reorganization of Genco Shipping & Trading Limited, et al.

The results show that 100% of Class 3, 4 and 5 ballots voted to
accept the Plan.

Class    Accept the Prepackaged Plan  Reject the Prepackaged Plan
         ---------------------------  ---------------------------
         Dollar Amt         No. of    Dollar Amt       No. of
         Voted/%           Votes/ %   Voted/%          Votes/ %
         ---------------------------  ---------------------------
3        $1,055,911,525/     33/       $0.00/0%          0/0%
               100%          100%

4        $175,718,000/       5/        $0.00/0%          0/0%
               100%          100%

5        $73,561,132/        3/        $0.00/0%          0/0%
               100%          100%

As reported by The TCR, the deadline for the confirmation of the
plan of reorganization of Genco Shipping, et al., has been
extended to June 27, 2014.

                 About Genco Shipping & Trading

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

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

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

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

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

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

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

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

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

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

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

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

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


GENCO SHIPPING: Equity Panel Taps CMG Advisory as Expert
--------------------------------------------------------
The Official Committee of Equity Security Holders in the Chapter
11 cases of Genco Shipping & Trading Limited, et al., asks the
Bankruptcy Court for permission to retain CMG Advisory Services
LLC, as its expert and adviser in the shipping industry.

CMG will provide Morten Arntzen to testify as an expert witness;
and to provide others services as may be required.  Specifically,
CMG will, among other things:

   a. advise the Committee on shipping/vessel market & rates
relating to Genco and its direct and indirect subsidiaries;

   b. review the Company's proposed business plan(s) and
associated view of the shipping markets and assets to assess/
critique management's plan and to develop an adjusted plan if
necessary; and

   c. advise the Official Committee on adjustments to the
Company's proposed business plan(s).

By separate applications, the Committee also sought to retain
Sidley Austin LLP as its counsel, and Rothschild as its financial
advisor and investment banker.

According to the Committee, CMG will work closely with Sidley,
Rothschild and any other professionals that may be retained, and
will take necessary and appropriate steps to avoid any unnecessary
or inefficient duplication of services.

CMG's compensation consists of $750 hourly rate for Morten Arntzen
and David Herman; and reimbursement of reasonable expenses
incurred in connection with the performance of its engagement.

CMG will seek interim or final approval and payment of such fees
and expenses in accordance with the applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the
guidelines established by the U.S. Trustee and any applicable
orders of the Court.

To the best of the Committee's knowledge, CMG holds no interest
adverse to the Committee or to the Debtors and their estates.

The Committee is represented by:

         Steven M. Bierman, Esq.
         Michael G. Burke, Esq.
         SIDLEY AUSTIN LLP
         787 Seventh Avenue
         New York, NY 10019
         Tel: (212) 839-5300

              - and -

         James F. Conlan, Esq.
         Larry J. Nyhan, Esq.
         SIDLEY AUSTIN LLP
         One South Dearborn
         Chicago, IL 60603
         Tel: (312) 853-7000

                 About Genco Shipping & Trading

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

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

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

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

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

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

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

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

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

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

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

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

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


GENCO SHIPPING: Deloitte & Touche Approved as Independent Auditor
-----------------------------------------------------------------
Bankruptcy Judge Sean H. Lane authorized Genco Shipping & Trading
Limited, et al., to employ Deloitte & Touche LLP as independent
auditor nunc pro tunc to April 28, 2014.

Deloitte & Touche will render various auditing services, including
but not limited to:

   a. review interim financial information for each quarter in the
year ending Dec. 31, 2014, prepared for submission to the
Securities and Exchange Commission; and

   b. perform other related or similar services as may be
requested by the Debtors.

Deloitte & Touche estimates that its fee for audit services will
be approximately $400,000 plus expenses.  Based on the anticipated
timing of the work, Deloitte & Touche's fees will be billed
approximately as, subject to applicable Bankruptcy Court
procedure:

   Invoice Date                                Amount
   ------------                                ------
   May 12, 2014                               $100,000
   July 31, 2014                              $120,000
   Oct. 31, 2014                              $125,000
   Jan. 31, 2015                               $55,000

As of the Petition Date, the Company does not owe Deloitte &
Touche any fees for services performed or expenses incurred.
According to the books and records of the Company, during the
90-day period before the Petition Date, Deloitte & Touche received
$114,500 for professional services performed and $8,000 for
expenses incurred.

To the best of the Debtors' knowledge, Deloitte & Touche is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                 About Genco Shipping & Trading

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

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

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

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

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

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

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

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

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

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

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

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

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


GENCO SHIPPING: Committee Defends Rothschild Retention
------------------------------------------------------
The Official Committee of Equity Security Holders and Rothschild
Inc. responded to the objection of Genco Shipping & Trading
Limited, et al., and joinders to the application for an order
authorizing the retention of Rothschild Inc. as financial advisor
and investment banker nunc pro tunc to May 9, 2014.

Wilmington Trust, N.A., and the informal group of certain
unaffiliated holders of the 5.00% Convertible Senior Notes due
Aug. 15, 2015, issued by Genco Shipping & Trading Limited joined
the Debtors' objection to the Committee motion.

The Committee said that the terms of Rothschild's compensation
agreed by the Committee may be summarized as:

   a. Monthly Fee: $150,000 per month.

   b. Completion Fee: $2,250,000, upon confirmation and
      effectiveness of a Plan or closing of a Transaction, payable
      once.

   c. Credit: Half of Monthly Fees paid in excess of $450,000 are
      creditable against any Completion Fee.

   d. Expenses: Rothschild will be reimbursed for its reasonable
      expenses incurred in connection with the engagement,
      including reasonable legal expenses.

The Debtors are represented by:

         Kenneth H. Eckstein, Esq.
         Adam C. Rogoff, Esq.
         Stephen D. Zide, Esq.
         Anupama Yerramalli, Esq.
         KRAMER LEVIN NAFTALIS & FRANKEL LLP
         1177 Avenue of the Americas
         New York, NY 10036
         Tel: (212) 715-9100
         Fax: (212) 715-8000

The Debtors, in their objection, stated that the proposed terms of
the engagement are not reasonable. Given the short-term schedule,
the focus of the Equity Committee, and the immediate services to
be provided by Rothschild, do not currently warrant an open-ended,
long-term retention.

In the Committee's application, Rothschild will, among other
things:

   a. evaluate the assets and liabilities of Genco and its direct
and indirect subsidiaries;

   b. review and analyze the financial and operating statements of
the Company; and

   c. review and analyze the business plans and forecasts of the
Company.

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

                 About Genco Shipping & Trading

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

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

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

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

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

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

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

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

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

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

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

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

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


GENERAL STEEL: Fails to Comply with NYSE's $1 Bid Price Rule
------------------------------------------------------------
The New York Stock Exchange has notified General Steel Holdings,
Inc., that it has fallen below the NYSE's continued listing
standard that requires a minimum average closing price of $1.00
per share over a 30 consecutive trading day period.

Pursuant to the NYSE's notification, the Company has a cure period
of three months from receipt of the notification, or to Sept. 15,
2014, to cure the deficiency by regaining compliance with the
minimum share price criteria.  The Company can regain compliance
on an accelerated basis if its common stock has a $1.00 share
price on the last trading day of any calendar month within the
cure period and the average share price over the 30 trading days
preceding the end of that month is also $1.00.

Under NYSE rules, the Company has 10 business days from the
receipt of the NYSE's notification to submit its intent to cure
this deficiency and a plan to the NYSE clearly outlining any
strategic or operational initiatives it intends to complete in
order to increase its share price, as well as the Company's first
quarter 2014 update.  The Company intends to submit such plan and
update and will notify the NYSE that it intends to cure the
deficiency within the prescribed timeframe.

Subject to compliance with the NYSE's other continued listing
standards and ongoing oversight, the Company's common stock will
continue to be listed and traded on the NYSE during the three-
month cure period, but will continue to be assigned a ".BC"
indicator by the NYSE to signify that the Company is not currently
in compliance with the NYSE's continued listing standards.  The
Company's business operations and United States Securities and
Exchange Commission reporting requirements are not affected by the
receipt of the NYSE's notification.  The Company intends to
actively monitor the closing price of its common stock during the
cure period and will evaluate available options to resolve this
deficiency and regain compliance with the applicable NYSE rules.

                    About General Steel Holdings

General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe.  The Company has operations in China's
Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region
and Tianjin municipality with seven million metric tons of crude
steel production capacity under management.  For more information,
please visit www.gshi-steel.com.

General Steel reported a net of $42.62 million on $2.01 billion of
sales for the year ended Dec. 31, 2013, as compared with a net
loss of $231.93 million on $1.96 billion of sales during the prior
year.  The Company's balance sheet at March 31, 2014, showed $2.70
billion in total assets, $3.26 billion in total liabilities and a
$558.53 million total deficiency.


GFI GROUP: S&P Lowers ICR to 'B'; Outlook Is Stable
---------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issuer
credit and senior unsecured debt ratings on GFI Group Inc. to 'B'
from 'B+'.  The outlook is stable.

"The downgrade reflects continued weakness in GFI's brokerage
revenue and profitability metrics, as well as decline in its on-
balance-sheet liquidity, because of lower trading volumes and
increased costs of complying with regulation," said Standard &
Poor's credit analyst Sebnem Caglayan.  These dynamics have
resulted in weaker credit metrics that we believe are aligned with
a 'B' issuer credit rating.

S&P's rating on GFI reflects the company's position as a small
firm in the intensely competitive, low-margin, and relatively
narrow institutional agency brokerage business.  The company
heavily relies on market-dependent trading volumes to generate
revenues (especially over-the-counter [OTC] derivative volumes).
GFI's generally accepted accounting principles (GAAP) brokerage
revenues, pretax profits, and on-balance-sheet liquidity weakened
in 2013 and first-quarter 2014, relative to prior comparable
periods, because of low industrywide trading volumes, increased
regulation, and new entrants into the interdealer broker industry,
which S&P views as negative rating factors.  S&P believes the cost
of complying with increased regulation will continue to weigh on
GFI's credit metrics.  GFI's agency brokerage model, which is
inherently less risky, and recent growth in electronic trading
platforms (like Trayport and Fenics), which has the potential to
somewhat replace lost revenue and profits in brokerage business,
only partially offset the negative rating factors.

"The stable outlook reflects our view that GFI's liquidity will
remain strained, although we expect GFI to operate with an EBITDA-
to-interest coverage ratio of above 3x and debt-to-EBITDA leverage
of below 3x in the next 12-18 months.  If pressure on brokerage
revenues as a result of heightened regulation, low volatility, and
low market volumes results in further deterioration in GFI's
liquidity and credit metrics (such that interest coverage falls
below 3x and leverage goes above 3x), we could lower the ratings.
While unlikely over the near term, if GFI is able to replace a
substantial portion of the decline it expects in brokerage revenue
with software, analytics, and market data revenue, such that its
credit metrics are substantially better than we expect, including
leverage improving to below 2x on a sustained basis, we could
raise our ratings," S&P said.


GLOBALSTAR INC: Registers $9.9MM Common Shares for Resale
---------------------------------------------------------
Globalstar, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement relating to the sale
of up to $9,939,155 shares of the Company's voting common stock,
by Hughes Network Systems, LLC.

The shares will be issued to the selling stockholder in connection
with the Company's payment to Hughes, an indirect wholly owned
subsidiary of EchoStar Corporation, pursuant to an agreement dated
May 1, 2008, as amended.  The Company will not receive any of the
proceeds from the sale of shares, if any, by the selling
stockholder.  The agreement with Hughes required the Company to
register the shares for resale under the Securities Act.

The Company's common stock is listed on the NYSE MKT under the
symbol "GSAT."  The last reported sale price of the Company's
common stock on the NYSE MKT on June 16, 2014, was $4.10 per
share.

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

                         http://is.gd/NRuBo0

                           About Globalstar

Covington, Louisiana-based Globalstar Inc. provides mobile
satellite voice and data services.  Globalstar offers these
services to commercial and recreational users in more than 120
countries around the world.  The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems and flexible service packages.

Globalstar reported a net loss of $591.11 million in 2013, a net
loss of $112.19 million in 2012 and a net loss of $54.92 million
in 2011.


GUIDED THERAPEUTICS: Stockholders Elected Six Directors
-------------------------------------------------------
Guided Therapeutics, Inc., held its annual meeting of stockholders
in Atlanta, Georgia, on June 20, 2014, at which the stockholders
elected Gene S. Cartwright, Ph.D., Ronald W. Hart, Ph.D., John E.
Imhoff, M.D., Michael C. James, Jonathan M. Niloff, M.D., Linda
Rosenstock, M.D., as directors.

A proposal to amend the Company's Certificate of Incorporation to
increase the number of authorized shares of the Company's common
stock to a total of 195,000,000 shares was approved.  The
stockholders approved, on a non-binding basis, the compensation of
the Company's named executive officers and ratified the
appointment of UHY, LLP, as the Company's independent auditors for
fiscal year 2014.

                      About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics reported a net loss attributable to common
stockholders of $10.39 million on $820,000 of contract and grant
revenue for the year ended Dec. 31, 2013, as compared with a net
loss of $4.35 million on $3.33 million of contract and grant
revenue during the prior year.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company's recurring losses from operations and accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.

                         Bankruptcy Warning

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised by the end of 2014, the Company has plans
to curtail operations by reducing discretionary spending and
staffing levels, and attempting to operate by only pursuing
activities for which it has external financial support and
additional NCI, NHI or other grant funding.  However, there can be
no assurance that such external financial support will be
sufficient to maintain even limited operations or that the Company
will be able to raise additional funds on acceptable terms, or at
all.  In such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection," the Company stated in the
Form 10-Q for the quarter ended March 31, 2014.


HD SUPPLY: Presented at City Global Investment Conference
---------------------------------------------------------
HD Supply Holdings, Inc., and HD Supply, Inc., presented at the
2014 Citi(R) Global Water Investment Conference on June 19, 2014.
The slides used at the presentation is available for free at:

                         http://is.gd/9j1Qkb

                           About HD Supply

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

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

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

                           *     *     *

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

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


HERCULES OFFSHORE: Files Fleet Status Report as of June 19
----------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
http://is.gd/RrLHVfa report entitled "Hercules Offshore Fleet
Status Report".  The Fleet Status Report includes the Hercules
Offshore Rig Fleet Status (as of June 19, 2014), which contains
information for each of the Company's drilling rigs, including
contract dayrate and duration.  The Fleet Status Report also
includes the Hercules Offshore Liftboat Fleet Status Report, which
contains information by liftboat class for May 2014, including
revenue per day and operating days.  The Fleet Status Report can
be found under the Investor Relations portion of the Company's Web
site.

Hercules 267 and Hercules Triumph Update

Due to the failure of Sonangol officials to accept a local
representative that meets the Company's international legal
compliance standards, the Company has experienced delays in
obtaining Angolan visas for required crewmembers and delays in
importing required parts and equipment into Angola to support
operations under the drilling contract for the Hercules 267.  As a
result of these delays, the Contract will be terminated.  Pursuant
to an agreement with the customer, the Company will not have any
contractual exposure to the customer as a result of the Contract
termination.

Sonangol has failed to accept any of three different local
representatives proposed by the Company who meet the Company's
legal compliance standards, notwithstanding the legal and
technical sufficiency of the Company's proposals.  The Company
understands that working with a local representative is required
under the Contract, and the transition to a representative meeting
our compliance standards is a necessary condition for the Company
to continue to perform its obligations under the Contract in
Angola.

As previously disclosed in the Company's fleet status report on
May 20, 2014, the Company recently moved the Hercules 267 to Gabon
from Angola.  The Hercules 267 has been on zero dayrate since late
April 2014, and final cessation of the rig's operations under the
Contract will reduce the Company's current estimated future
backlog by an estimated $91.8 million, until the Company is able
to obtain a contract for the rig in another location.

Also as a result of these circumstances, the Company will
voluntarily forgo a three-year contract award it previously
received in Angola for the Hercules Triumph.

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $68.11 million in 2013, a net loss
of $127 million in 2012 and a net loss of $76.12 million in 2011.
As of Dec. 31, 2013, the Company had $2.30 billion in total
assets, $1.47 billion in total liabilities and $823.70 million in
equity.

                           *     *     *

The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HORIZON LINES: PERSO Owns 4.6% of Class A Shares
------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission on June 18, 2014, Public Employees Retirement
System of Ohio disclosed that it beneficially owned 1,826,757
shares of Class A common stock of Horizon Lines Holding Corp.
representing 4.696 percent based on 38,900,000 of the shares
outstanding.  A full-text copy of the regulatory filing is
available at http://is.gd/d77CTR

                         About Horizon Lines

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

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

                           *     *     *

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

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


INTELLICELL BIOSCIENCES: Widens Net Loss to $13-Mil. in Q1
----------------------------------------------------------
Intellicell Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $13 million on $32,500 of total revenues for the three
months ended March 31, 2014, as compared with a net loss of $1.05
million on $0 of total revenues for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $4.09
million in total assets, $25.26 million in total liabilities and a
$21.16 million total stockholders' deficit.

"We had a working capital deficit as of March 31, 2014 of
$25,266,948, compared to a working capital deficit at December 31,
2013 of $13,053,731," the Company said in the Report.
                        Going Concern

"The condensed consolidated financial statements have been
prepared on a going concern basis which assumes the Company will
be able to realize its assets and discharge its liabilities in the
normal course of business for the foreseeable future.  The Company
has incurred losses since inception resulting in an accumulated
deficit of $61,421,672 and a working capital deficit of
$23,780,066 as of March 31, 2014, respectively.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.  The ability to continue as a going concern is
dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due.  Management intends to finance
operating costs over the next twelve months with existing cash on
hand and a private placement of common stock or other debt or
equity securities.  There can be no assurance that we will be able
to obtain further financing, do so on reasonable terms, or do so
on terms that would not substantially dilute our current
stockholders' equity interests in us.  If we are unable to raise
additional funds on a timely basis, or at all, we probably will
not be able to continue as a going concern," the Company added.

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

                        http://is.gd/wedu3e

                    About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell Biosciences reported a net loss of $11.14 million on
$0 of total net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.15 million on $534,942 of total net
revenues during the prior year.


INTERCEPT ENERGY: KR Margetson Expresses Going Concern Doubt
------------------------------------------------------------
K.R. Margetson Ltd., in Vancouver, Canada, expressed substantial
doubt about Intercept Energy Services, Inc.'s ability to continue
as a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred a significant loss from operation, negative
cash flows from operating activities and has an accumulated
deficit.

The Company reported a net loss of $3.03 million on $2.1 million
of total revenue for the year ended Dec. 31, 2013, compared with a
net loss of $4.13 million on $518,733 of total revenue for year
ended Dec. 31, 2012.

The Company's balance sheet at Dec. 31, 2013, showed $4.78 million
in total assets, $6.41 million in total liabilities, and a
stockholders' deficit of $1.63 million.

A copy of the Form 20-F is available at:

                        http://is.gd/2l9Vch

                       About Intercept Energy

Headquartered in Vancouver, Canada, Intercept Energy Services,
Inc., formerly known as Global Green Matrix Corp. and Poly-Pacific
International Inc., was incorporated under the Alberta Business
Corporations Act on Oct. 25, 1995.  The Company provides
environmentally sound, economically feasible technologies to
convert a wide variety of waste streams into useable products.


IOWA GAMING: Judge Won't Bar License Termination
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Iowa Gaming Co. LLC, an indirect subsidiary of Penn
National Gaming Inc., may have no further purpose in remaining in
Chapter 11 after a judge in Reading, Pennsylvania, ruled that the
bankruptcy shield doesn't prevent its gaming license from
terminating on July 1.

According to the report, state gambling regulators denied a
license renewal to Iowa Gaming, which runs the Argosy, a riverboat
casino docked in Sioux City, Iowa.  Law360 reported that Penn
National spokesman Eric Schippers said in a statement that the
disappointing ruling will end up costing hundreds of local jobs if
Argosy ultimately shuts down.

                         About Iowa Gaming

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

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

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

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


IZEA INC: Launches Secondary Offering of 68.5MM Common Shares
-------------------------------------------------------------
Izea Inc. launched a public offering of 68,571,456 shares of
common stock of the Company for sale by Special Situations
Technology Fund II, L.P., Goldman Partners, L.P., Privet Fund LP,
et al.

The number of shares the selling stockholders may sell consists of
34,285,728 shares of common stock that are currently issued and
outstanding and 34,285,728 shares of common stock that they may
receive if they exercise their warrants.

The Company will not receive any proceeds from the sale or other
disposition of shares of common stock by the selling stockholders,
but the Company will receive the exercise price of the warrants if
the warrants are exercised for cash.

The Company's common stock is quoted on the OTC marketplace under
the trading symbol IZEA.  On May 9, 2014 , the closing price of
the Company's common stock was $0.48 per share.

A full-text copy of the Form S-1, as amended, is available at:

                         http://is.gd/PfEU5D

                           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.


KID BRANDS: Seeks to Obtain $49 Million in DIP Financing
--------------------------------------------------------
Kid Brands, Inc., and its debtor affiliates ask the Bankruptcy
Court's authority to borrow up to $49 million, consisting of a $27
million asset based revolving credit facility, subject to a
borrowing base based upon receivables and inventory, and a $22
million asset based revolving credit facility, subject to a
borrowing base based upon intellectual property assets.  Salus
Capital Partners, LLC, serves as the administrative agent and
collateral agent under the Credit Facility.

The proceeds of the DIP Financing will be immediately used in part
to repay the lender amounts outstanding under the pre-petition
credit facility provided by Salus Capital Partners, LLC, as
administrative agent, and a group of lenders party thereto, as to
which there is approximately $44.4 million in borrowings
outstanding.

The maturity date of the loans made under the DIP Credit Agreement
is the earliest to occur of (i) June 15, 2015, (ii) the date on
which Agent provides notice that an event of default has occurred,
(iii) the effective date of the Debtor plan of reorganization or
liquidation and (iv) the date on which a sale of substantially all
of the assets of the Company shall have occurred.  Loans under the
Receivables/Inventory ABL bear interest at the rate of LIBOR plus
10% and loans under the IP ABL bear interest at a rate of LIBOR
plus 15%.

The Debtors currently intend to seek approval of the Bankruptcy
Court of an auction and sale of substantially all of their assets
under Section 363 of the Bankruptcy Code.

Appointment of Chief Restructuring Officer

On June 17, 2014, the Board of Directors approved the appointment
of Glenn Langberg, 54, as the chief restructuring officer of the
Company.  Since 1989, Mr. Langberg has served as the chief
executive officer of GRL Capital Advisors, LLC, which, through a
prior name, he founded in 1989.  During such time, Mr. Langberg
has served as the chief executive officer, chief financial
officer, chief restructuring officer, as well as a director and an
advisor to more than 20 companies, most recently, Big M Inc.,
(2012-2014) and Dots Inc. (since 2014), where he has provided
business advisory services, operational analysis, due diligence
support and financial restructuring advice to such companies.  Mr.
Langberg received his B.A. from Brandeis University.

Under the terms of the engagement letter, GRL received a retainer
of $75,000 and, subject to approval of the Bankruptcy Court, will
receive compensation on an hourly basis based on the billing rates
set forth in engagement letter, including $595 per hour for Mr.
Langberg, and reimbursement for expenses reasonably incurred in
connection with the services provided.  The $75,000 retainer will
be applied toward the invoices received by the Company.

Other Events

As has been previously disclosed, the Company's subsidiary,
LaJobi, Inc., was selected by U.S. Customs and Border Protection
for a "Focused Assessment" of its import practices and procedures,
which commenced in January 2011.  In preparing for this "Focused
Assessment," the Company found certain potential issues with
respect to LaJobi's import practices and submitted a preliminary
voluntary prior disclosure to U.S. Customs due to issues regarding
customs duty paid on products imported into the U.S.  Upon
becoming aware of these issues, the board of directors of the
Company initiated an investigation, which found instances at
LaJobi in which incorrect anti-dumping duties were applied on
certain wooden furniture imported from vendors in the PRC,
resulting in a violation of anti-dumping laws.

In the fourth quarter of 2012, the Company completed LaJobi's
voluntary prior disclosure to U.S. Customs, including the
Company's final determination of amounts it believes are owed for
all relevant periods.  The Company estimated that LaJobi will owe
an aggregate of approximately $7.0 million relating to anti-
dumping duties to U.S. Customs for the period commencing April 2,
2008 (the date of purchase of the LaJobi assets by the Company)
through March 31, 2014, and the Company is fully accrued for all
such amounts.  In addition, the Company has accrued approximately
$1.2 million for possible interest owed.  The completed voluntary
prior disclosure submitted to U.S. Customs in the fourth quarter
of 2012 included proposed settlement amounts and proposed payment
terms with respect to the anti-dumping duties owed by LaJobi, as
well as a payment of $0.3 million, to be credited against the
amount that U.S. Customs determines is to be paid in satisfaction
of LaJobi's Customs duty matters.

On June 13, 2014, the Company received a pre-penalty noticefrom
U.S. Customs in response to the Prior Disclosure. U.S. Customs
determined that LaJobi's actions resulted in an actual loss of
revenue of $7,050,626, of which $7,005,618 U.S. Customs determined
to still be outstanding. In the pre-penalty notice, U.S. Customs
states that it is also contemplating the issuance of a claim for
monetary penalty against LaJobi and the Company in the amount of
$7,050,626, based on a proposed culpability level of fraud, equal
to 100 percent of the lawful duties, taxes, and fees of which U.S.
Customs has determined it was deprived as a result of the
violations.  The pre-penalty notice also indicates that the
penalty could be reduced to interest from the dates the import
entries liquidated if it is ultimately determined that the level
of culpability was negligence or gross negligence, and not fraud.
The Company has until June 20, 2014 to make an oral and written
presentation to U.S. Customs as to why the monetary penalty should
not be issued as proposed.  If U.S. Customs issues the Notice of
Penalty, it will demand immediate payment of $7,005,618.  The
Company intends to respond to the Pre-Penalty Notice in an attempt
to mitigate the amounts claimed.  The Company intends to continue
pursuing a global settlement that would incorporate any U.S.
Customs claims related to this matter.

Kid Brands, Inc., and six of its U.S. subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the United
States Code in the U.S. Bankruptcy Court for the District of New
Jersey (Bankr. D. N.J. Lead Case No. 14-22582) on June 18, 2014.
Glenn Langberg signed the petitions as chief restructuring
officer.  As of April 30, 2014, the Debtors had $32.40 million
in total assets and $109.1 million in total liabilities.

Judge Donald H. Steckroth oversees the cases.  Lowenstein Sandler
LLP serves as the Debtors' counsel.  PricewaterhouseCoopers LLP is
the Debtors' financial advisor.  GRL Capital Advisors acts as the
Debtors' restructuring advisors.  Rust Consulting/Omni Bankruptcy
is the Debtors' claims and noticing agent.


LAKELAND INDUSTRIES: Two Directors Elected at Annual Meeting
------------------------------------------------------------
Lakeland Industries, Inc., held its 2014 annual meeting of
stockholders on June 18, 2014, at which the stockholders elected
Christopher J. Ryan and John Kreft as Class I directors to serve
for three years expiring at the Company's 2017 Annual Meeting of
Stockholders and until their respective successors are elected and
qualified.  The stockholders ratified the appointment of Warren
Averett, LLC, as the Company's independent registered public
accounting firm for the fiscal year ending Jan. 31, 2014.

                     About Lakeland Industries

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

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

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


LATTICE INC: Inks $1.5 Million Note Purchase Agreement
------------------------------------------------------
Lattice Incorporated, on May 30, 2014, entered into a Note
Purchase and Security Agreement with Lattice Funding, LLC, a
company affiliated with Cantone Asset Management, LLC.  The
Company delivered a secured promissory note in the principal sum
of $1,500,000, bearing interest at 8 percent per annum and
maturing on May 15, 2017.  Interest on the Note is payable
quarterly.  Outstanding principal may be converted into restricted
common stock.  The Company also executed UCC financing statements,
securing the Note with proceeds of certain agreements.  The
Company further delivered 675,000 shares of restricted common
stock to Lender at closing.  The parties completed deliveries of
material documents by June 18, 2014.

The Company used $400,000 of gross proceeds to repay part of an
existing bridge loan with an affiliate of Lender.  An additional
$200,000 of gross proceeds represents a reinvestment of the
balance of such existing bridge loan on Lenders behalf.  At the
closing, Lender was credited with an 8 percent commission to
Lender's placement agent and 1 percent non-accountable expense
allowance to Lender's placement agent.  The Company also paid
other legal costs and expenses of Lender related to this
financing.

Each $10,000 of note principal is convertible into 75,000 common
shares at an exercise price of $0.133333 per share any time after
Nov. 30, 2014, to be adjusted for splits, reorganizations, stock
dividends and similar corporate events (anti-dilution provisions).
If the market price of Lattice common stock equals or exceeds
twice the exercise price and certain other conditions are met, the
Company may call the Note at face value for the purpose of forcing
conversion of the balance of the Note into common stock.

A full-text copy of the Note Purchase and Security Agreement is
available for free at http://is.gd/WhEV3L

A full-text copy of the 8% Senior Secured Convertible Note is
available for free at http://is.gd/89vJaE

                         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: Moody's Keeps B3 CFR Over Add-on Debt
---------------------------------------------------------------
Moody's Investors Service said Learfield Communications, Inc.'s
$45 million first lien add on term loan will not impact the
current B3 corporate family rating, the B2 facility rating on the
revolver and first lien term loan, or the Caa2 second lien term
loan rating. The LGD point estimates change for the first lien
credit facility to LGD3-37% from LGD3-35% and the second lien term
loan changes to LGD5-87% from LGD5-86%. The outlook remains
stable.

Ratings Rationale

Learfield Communications, Inc.'s ratings were assigned by
evaluating factors that Moody's considers relevant to the credit
profile of the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
Learfield Communications, Inc.'s core industry and believes
Learfield Communications, Inc.'s ratings are comparable to those
of other issuers with similar credit risk. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Learfield Communications, Inc. is an operator in the collegiate
sports multimedia rights and marketing industry. The Company is
under contract for multimedia rights with over 90 universities,
conferences, and arenas. The Company is headquartered in Dallas,
TX with satellite sales offices located on or near college
campuses across the country.


LEVEL 3: Fitch Affirms 'B+' Issuer Default Rating
-------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Rating (IDR)
assigned to Level 3 Communications, Inc. (LVLT) and its wholly
owned subsidiary Level 3 Financing, Inc. (Level 3 Financing).  In
addition, Fitch has affirmed the specific issue ratings assigned
to LVLT and Level 3 Financing as outlined at the end of this
release.  The Rating Outlook remains Stable.  Approximately $8.4
billion of LVLT's consolidated debt as of March 31, 2014 is
affected by Fitch's actions.

Fitch's action follows LVLT's announcement that it has agreed to
acquire TW Telecom, Inc. (TWTC) in a cash and stock transaction
valued at approximately $5.7 billion.  LVLT generates
approximately $7.9 billion of pro forma LTM revenue as of March
31, 2014 and approximately $2.2 billion of EBITDA before
consideration of operating cost synergies.  The transaction
increases LVLT's scale and focus on high margin enterprise account
revenues while increasing the company's overall competitive
position and ability to capture incremental market share.  The
transaction is subject to customary regulatory approvals including
the FCC and other U.S. and state regulatory agencies.  LVLT
anticipates the transaction will close by year-end 2014.

KEY RATING DRIVERS

   -- The acquisition is clearly in line with LVLT's strategy to
      shift its revenue and customer focus to become a
      predominantly enterprise-focused entity.

   -- LVLT remains committed to operate within its 3x to 5x net
      leverage target.  The enhanced scale and ability to generate
      meaningful free cash flow (FCF) resulting from the
      transaction reinforces Fitch's expectation for further
      strengthening of LVLT's credit profile.

   -- The company is poised to generate sustainable levels of FCF
      (defined as cash flow from operations less capital
      expenditures and dividends).  Fitch anticipates LVLT FCF
      generation during 2014 will approximate 4% of consolidated
      revenues, growing to 7.5% of revenues by year-end 2016 on a
      pro forma basis.

   -- The operating leverage inherent within LVLT's business model
      positions the company to expand both gross and EBITDA
      margins.

The transaction is in line with LVLT's strategy to shift its
revenue and customer focus to become a predominately enterprise-
focused entity.  TWTC's strong metropolitan network supports
LVLT's overall strategy.  Pro forma for the transaction LVLT's
revenue from enterprise customers increases to 70% of total CNS
revenue from 66%.  From a regional perspective North America CNS
revenue would increase to 78% of total CNS revenue, up from
approximately 72%.

LVLT's network capabilities, in particular its strong metropolitan
network, along with a broad product and service portfolio
emphasizing IP based infrastructure and managed services provide
the company a solid base to grow its enterprise segment revenues.
Fitch believes that revenue growth prospects within LVLT's CNS
segment stand to benefit from the transition among enterprise
customers from legacy time division multiplexing (TDM)
communications infrastructure to Ethernet or IP VPN infrastructure
based in internet protocol.

From a network standpoint the transaction combines a highly
complementary footprint and will increase LVLT's scale of metro
networks and broaden its overall product and service portfolio.
The TWTC acquisition solidifies LVLT's metropolitan network
position with the addition of 24,300 fiber route miles to LVLT's
network.  The transaction will create minimal network and customer
overlap.  LVLT indicates that there is less than a 10% overlap
with TWTC's 21,000 on-net buildings providing LVLT with
approximately 35,000 unique locations globally.

The investment in metropolitan facilities (which extend its on-
network footprint and overall network depth) provides the company
the foundation to derive strong operating leverage from its cost
structure and network, enabling it to grow operating margins.
Additionally, the company's improving revenue mix can further
strengthen its operating leverage and contribute to higher gross
and EBITDA margins.

Consolidated leverage on a pro forma basis is 5.1x before
consideration of any operating cost synergies versus 4.95x as of
the LTM period ended March 31, 2014.  Pro forma leverage declines
to 4.7x after factoring in $200 million of anticipated operating
cost synergies.  Fitch continues to expect LVLT's credit profile
to strengthen as the company benefits from anticipated EBITDA
growth, FCF generation and cost synergies related to the TWTC
acquisition.  Fitch foresees LVLT leverage will further improve to
4.7x by the end of 2014 and to under 4x by year-end 2015.

Based on the company's ability to realize cost synergies in past
acquisitions, Fitch has a high degree of confidence the company
will successfully realize the TWTC cost synergies.  LVLT expects
$200 million of annualized operating synergies and an additional
$40 million of capital expenditure synergies.  Similar to LVLT's
Global Crossing acquisition, operating synergies will be realized
as the company migrates traffic over to the LVLT network and
utilize the combined network to reduce third-party access costs.

Network expense reductions represent approximately 55% of the
anticipated operating cost synergies.  The remaining 45% of
operating cost synergies will be derived from a combination of
head-count and no-head count expenses.  Non-head count expense
synergies will be driven by the elimination of duplicate corporate
costs.  LVLT expects to capture 70% of the run-rate operating cost
synergies within 18 months of closing.  The company anticipates it
will spend $170 million in integration costs, of which 60% are
operating expense related and 40% are capital expense related.

Fitch believes the company's ability to grow high-margin CNS
revenues coupled with the strong operating leverage inherent in
its operating profile positions the company to generate consistent
levels of FCF.  The TWTC acquisition improves LVLT's ability to
generate consistent levels of FCF.  Fitch anticipates LVLT FCF
generation during 2014 will approximate 4% of consolidated
revenues growing to 7.5% of revenues by year-end 2016.

Fitch believes that LVLT's liquidity position is adequate given
the rating, and that overall financial flexibility is enhanced
with positive FCF generation.  The company's liquidity position is
primarily supported by cash carried on its balance sheet, which as
of March 31, 2014 totaled approximately $607 million, and expected
FCF generation.  LVLT does not maintain a revolver, which limits
its financial flexibility in Fitch's opinion.  LVLT does not have
any significant maturities scheduled during the remainder of 2014.
LVLT's next scheduled maturity is not until 2015 when
approximately $475 million of debt is scheduled to mature or
convert into equity.

RATING SENSITIVITIES

What Could Trigger a Positive Rating Action:

   -- Consolidated leverage maintained at 4x or lower;
   -- Consistent generation of positive FCF, with FCF-to-adjusted
      debt of 5% or greater;
   -- Positive operating momentum characterized by consistent core
      network services revenue growth and gross margin expansion.

What Could Trigger a Negative Rating Action:

   -- Weakening of LVLT's operating profile, as signaled by
      deteriorating margins and revenue erosion brought on by
      difficult economic conditions or competitive pressure;

   -- Discretionary management decisions including but not limited
      to execution of merger and acquisition activity that
      increases leverage beyond 5.5x in the absence of a credible
      de-leveraging plan.

Fitch affirmed the following ratings with a Stable Outlook:

LVLT

   -- IDR at 'B+';
   -- Senior unsecured notes at 'B/RR5'.

Level 3 Financing, Inc.

   -- IDR at 'B+';
   -- Senior secured term loan at 'BB+/RR1';
   -- Senior unsecured notes at 'BB/RR2'.


LEXARIA CORP: Has $493-K Net Loss in Q2 Ending Apr. 30
------------------------------------------------------
Lexaria Corp. filed its quarterly report on Form 10-Q, reporting a
net loss of $493,332 on $167,835 of total revenues for the three
months ended Apr. 30, 2014, compared with a net loss of $47,538 on
$253,388 of total revenues for three months ended Apr. 30, 2013.

The Company's balance sheet at Apr. 30, 2014, showed $4.84 million
in total assets, $1.1 million in total liabilities, and
stockholders' equity of $3.73 million.

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

                        http://is.gd/NSjE8d

Lexaria Corp. was formed on Dec. 9, 2004, under the laws of the
State of Nevada and commenced operations on Dec. 9, 2004.  The
Company is an independent natural gas and oil company engaged in
the exploration, development and acquisition of oil and gas
properties in the United States and Canada.  The Company's entry
into the oil and gas business began on Feb. 3, 2005. The Company
has offices in Vancouver and Kelowna, BC, Canada.  Lexaria's
shares are quoted in the USA under the symbol LXRP and in Canada
under the symbol LXX.


LUXLAS FUND: S&P Raises CCR to 'BB-' on Improved Credit Ratios
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Quebec-based Luxlas Fund Limited Partnership to 'BB-'
from 'B+'.  At the same time, S&P raised its issue-level rating on
the company's term loan to 'BB-' from 'B+' and revised its
recovery rating to '3' from '4', reflecting improved recovery
prospects following greater-than-expected debt reduction.  The
rating outlook is stable.

Lassonde Industries (unrated) formed Luxlas as a financing
subsidiary to complete its acquisition of Clement Pappas and Co.
Inc. (unrated) in 2011.

"The upgrade reflects consolidated Lassonde's improved and
sustained credit protection measures thanks to the company's
continued good cash flow generation and approximately $43 million
in term loan debt reduction at Luxlas during 2013," said Standard
& Poor's credit analyst Jean Stout.  "Also, operating performance
was in line with our expectations for an upgrade."

For the 12 months ended March 29, 2014, Standard & Poor's
estimates the company's leverage was 2.4x and FFO to debt was
roughly 31%.  S&P expects the company to sustain credit metrics in
line with an "intermediate" financial risk profile over the near
term, despite still-challenging industry conditions and the
likelihood of bolt-on acquisitions.

The corporate credit rating on Luxlas includes S&P's assessment
that Luxlas is "core" to its ultimate parent, Lassonde, as per its
group rating methodology.

Key credit factors in S&P's assessment of the "weak" business risk
profile include the company's narrow business and geographic
focus, its participation in the mature, low-growth, and
concentrated North American branded and private-label juice and
drink markets, and its exposure to volatile commodity costs, as
well as to negative publicity in the category.

Lassonde is the largest marketer of branded fruit juice and fruit
drinks in Canada, with an estimated more than a 30% market share.
It is also the second-largest supplier of shelf-stable, private-
label juice and noncarbonated soft drink (non-CSD) beverages in
the U.S., with an estimated one-third share via Clement Pappas,
behind No. 1 player Cott Corp., which holds a more than 50% share.
Private-label shelf-stable juice accounts for about 20% of the
overall juice market in the U.S.

The rating outlook is stable.  S&P expects the company to continue
to generate steady cash flows, a portion of which it will continue
to use for debt reduction, and consolidated credit measures will
remain in line with indicative ratio ranges for an intermediate
financial risk profile, including leverage at or below 3x and a
ratio of FFO to debt in the 25%-30% range.


LPATH INC: Ailsa Craig Trust Owns Less Than 5% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Ailsa Craig Trust and Michael Svensson, as
Trustee of the Ailsa Craig Trust, disclosed that as of June 10,
2014, they beneficially owned 382,400 shares of common stock of
Lpath, Inc., representing less than 5 percent (based on 15,588,848
shares of common stock outstanding as reported in Issuer 10-Q
filed May 9, 2014).  The reporting persons previously disclosed
beneficial ownership of 698,572 shares at Oct. 9, 2013.  A full-
text copy of the regulatory filing is available for free at:

                         http://is.gd/1fevzY

                          About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

LPath reported a net loss of $6.56 million in 2013, a net loss of
$2.75 million in 2012 and a net loss of $3.11 million in 2011.
The Company's balance sheet at March 31, 2014, showed $21.63
million in total assets, $6.25 million in total liabilities and
$15.37 million in total stockholders' equity.


MACKEYSER HOLDINGS: Files Chapter 11 to Facilitate Liquidation
--------------------------------------------------------------
MacKeyser Holdings, LLC, on June 20 disclosed that the Company and
certain of its subsidiaries have filed voluntary petitions under
Chapter 11 of the U.S. Bankruptcy Code in order to facilitate the
wind down and ultimate liquidation of the Company.  The filing
will allow the Company to wind down its businesses in an orderly
and expeditious fashion for the benefit of its stakeholders.  The
petition was filed in the United States Bankruptcy Court for the
District of Delaware in Wilmington.

The Company is in the process of transitioning certain medical
practices to their physician partners or other providers and
otherwise maximizing value for its stakeholders.  Continuity of
care remains the top priority at all practices.  The Company will
also complete the closure of its unprofitable locations, which has
already begun.

The liquidity crisis that precipitated the filing was the
culmination of various factors including a non-strategic
acquisition strategy, unsustainable costs of practice integration,
electronic medical records implementation, and general
mismanagement.  In addition, upon the discovery of significant
accounting irregularities, the Board of Managers launched an
investigation, which led to the termination of the Company's
former CEO and former COO.  On June 6, Thomas J. Allison was
appointed to the Board of Managers and as Chief Executive Officer.

Mr. Allison said that while the decision to file Chapter 11 was a
difficult one, it became clear after reviewing various options
that it was in the best long-term interest of the Company's
stakeholders.

"By availing ourselves of the Chapter 11 process, we believe we
can maximize the value of the business and its assets for the
benefit of all creditors.  We are working with our doctors and
other partners to transition through this period efficiently, with
minimal interruption to patient care," Mr. Allison said.

As part of the plan, the Company is in the process of
transitioning some of its optical and hearing practices through a
"keepwell" program.  The "keepwell" program will maintain
continuity of patient care with the support of physician partners
pending the ultimate sale of the practices.

Mr. Allison said, "We are committed to minimizing disruption to
patient care during this transaction period with the support of
our physician partners and employees."

                  About MacKeyser Holdings, LLC

MacKeyser Holdings, LLC and its operating affiliates American
Optical Services, LLC, and Exela Hearing Services, LLC manage
integrated eye care and hearing systems providers with over 80
optical retail, optometry and ophthalmology locations in 14
states.  Within certain of the Company's locations, dedicated
audiology and dispensing staff conduct diagnostics, fitting and
dispensing of hearing systems.


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

      Debtor                                     Case No.
      ------                                     --------
      American Optical Services, Inc.            14-11528
      8076 W. Sahara Avenue
      Las Vegas, NV 89117

      Genesis Billing Systems, LLC               14-11529

      Genesis Eye Center, PLLC                   14-11530

      Thomas Retinal Eye Specialists, P.C.       14-11531

      Steven T. Olkowski, M.D., P.C.             14-11532

      Joseph D. Udvari, Jr., O.D., P.C.          14-11533

      Larry R. Moorman, M.D., P.C.               14-11534

    Philip H. Clark, O.D., P.A.                14-11535

      Lakewood Eye Clinic, P.C.                  14-11536

      Thomas G. Abell, M.D., P.S.C.              14-11537

      Eyes On You Eyecare, Inc.                  14-11538

      Epic Management Group, LLC                 14-11539

      926 N. Wilcrest, LLC                       14-11540

      Eyeglasses Etc., Inc.                      14-11541

      J. Richard Susi, D.O., P.A.                14-11542

      Joseph Kurstin, M.D., P.A.                 14-11543

      AOS-OMS, LLC                               14-11544

      American Optical Services, LLC             14-11545

      EHS-Riverfront, LLC                        14-11546

      Optical Management Systems, Inc.           14-11547

      Riverfront Hearing, Inc.                   14-11548

      Exela Hearing Services, LLC                14-11549

      MacKeyser Holdings, LLC                  14-11550

Type of Business: Eye care and hearing systems providers

Chapter 11 Petition Date: June 20, 2014

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

Debtors' Counsel: David R. Hurst, Esq.
                  Marion M. Quirk, Esq.
                  COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, PA
                  500 Delaware Avenue, Suite 1410
                  Wilmington, DE 19801
                  USA
                  Tel: 302-652-3131
                  Fax: 302-652-3117
                  Email: bankruptcy@coleschotz.com

Debtors'
Financial
Advisor:          GLASSRATNER ADVISORY & CAPITAL GROUP

Debtors'
Investment
Banker:           HAMMOND HANLON CAMP LLC

Debtors'
Noticing and
Claims
Management
Agent:            AMERICAN LEGAL CLAIM SERVICES, LLC

Estimated Assets: $50 million to $100 million

Estimated Liabilities: $50 million to $100 million

The petitions were signed by Thomas J. Allison, authorized
officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Steven T. Olkowski, M.D.           Seller Note        $2,131,920
25 Monument Rd Ste 297
York, PA 17403
Tel: 717-741-6732

Jonathan Ply, M.D.                 Seller Note        $2,019,980
3911-A Highway 17 Bypass
Murrells Inlet, SC 29576
Tel: 843-907-7777

Frank L. Emert, Jr. M.D.           Seller Note        $1,496,109
c/o Wabash Valley Eye Center
2020 Clearview Dr.
Vincennes, IN 47591
Tel: 812-890-8064

Thomas G. Abell, M.D.              Seller Note        $1,311,331
1201 Four Pines Ct
Lexington, KY 40552
Tel: 859-421-9606

Exela, LLC                         Note Payable       $1,070,000
c/o Steven McCormack
746 Gettysburg Circle
Claremont, CA 91711
Tel: 818-640-3434

Precision Optics, Inc.             Lens Vendor          $922,404
c/o Chuck Gerlowski
6925 Saukview Drive
Saint Cloud, MN 56303
Tel: 320-251-8591
Fax: 978-630-1487

American Express                   Credit Card Debt     $795,570
World Financial Center
Attn: Legal Department
200 Vesey St., 50th Floor
New York, NY 10285
Tel: 800-528-4800
Fax: 212-619-9230

Sights My Line, Inc.               Seller Note          $746,035
Stewart Lantz PD
5420 NW 86th Terrace
Coral Springs, FL 33067
Tel: 954-255-8031

Dr. Larry R. Moorman, M.D.         Seller Note          $716,928
1803 Old Ocilla Rd
Tifton, GA 31794
Tel: 229-386-2181

Henry Schneidman                   Seller Note          $705,034
11663 Paradise Cove Lane
Lake Worth, FL 33449
Tel: 561-204-5275

George V. Simon                    Seller Note          $705,034
126 Elliot Ct
Alamo, CA 94507
Tel: 877-370-7727

Joseph Kurstin, M.D.               Seller Note          $630,466
2127 Brickell Ave. Apt. 3601
Miami, FL 33129

Joseph D. Udvari, Jr., D.O.        Seller Note          $548,345
175 Shafer Rd.
Moon Township, PA 15108
Tel: 412-913-8805

Garry T. Chrycy O.D.               Seller Note          $373,729
1020 Placetas Ave
Coral Gables, FL 33146

Dr. Timoty Bauer, O.D.             Seller Note          $342,576
534 E Hyman Ave
Aspen, CO 81611
Tel: 970-379-1594

OOGP                               Contact Lenses       $340,328
557 NE Westbrook Way               Vendor
Grants Pass, OR 97528
Tel: 541-479-4743
Fax: 888-654-0618

Davlong Business Solutions         Consulting           $327,885
6600 Abercorn St.
Savannah, GA 31405
Tel: 912-355-3213
Fax: 912-355-3575

Gary Thomas M.D.                   Seller Note          $320,000
P.O. Box 752
Wayne, PA 19087

De Rigo Vision                     Vendor               $310,762
14073 NW 8th Street
Fort Lauderdale, FL 33325
Tel: 954-533-9560
Fax: 954-616-8247

Hanna Design Group, Inc.           Seller Note          $301,210
650 E. Algonqin Rd Ste 405
Deer Park, IL 60173
Tel: 847-719-0370
Fax: 847-719-0393

Dr. Philip H. Clark, O.D.          Seller Note          $299,720
6508 Valley View Rd.
Rogers, AR 72758
Tel: 479-857-1423

Luxottica USA LLC                  Vendor               $265,899
12 Harbor Park Drive
Port Washington, NY 11050
Tel: 516-484-3800
Fax: 516-484-9010

Barry Kurtzman, M.D. Inc.          Seller Note          $240,137

Alcon Laboratories, Inc.           Supplier             $233,538

Optical One                        Vendor               $217,344

Maui Jim                           Vendor               $211,683

Charles R. Moore                   Seller Note          $210,000

Douglas Campbell, D.O.             Seller Note          $194,661

Oakley                             Vendor               $185,962

Besse Medical Supply               Vendor               $173,849


MASON COPPELL: Announces Closing of Sale of FHHRC Assets
--------------------------------------------------------
Mason Friendswood OP, LLC announced that the deal on the transfer
of its assets and operations of the Friendship Haven Healthcare
and Rehabilitation Center has closed.

The company sold its various assets in connection with the health
center to Friendswood TRS LLC to prevent a shutdown of the health
center, which has been in operation for almost six years.  Mason
had said the health center was no longer profitable and that there
were not enough funds to continue its operations.

Friendswood TRS is an affiliate of Friendswood SNF LLC, which owns
the facility.

Judge Stacey Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas approved the sale and transfer of the
operations on April 30.  A copy of the court order can be accessed
for free at http://is.gd/8WLurX

Under the deal, Mason transferred its assets, which include
equipment, licenses, inventory and supplies "free and clear of all
liens, claims, interests or encumbrances."

The transaction also produced proceeds of $20,000 for the
settlement of the landlord's liens on, and payment for, the
company's inventory and supplies, according to court filings.

                       About Mason Coppell

Mason Coppell OP, LLC, Mason Georgetown OP, LLC, Mason Mesquite
OP, LLC, and Mason Round Rock OP, LLC operate five skilled nursing
homes in Texas. Mason Georgetown RealCo, LLC, owns the real estate
and building for the operations of Mason Georgetown. They
initiated the Chapter 11 cases to effectuate a prompt transfer of
their assets and operations to preserve patient safety and any
potential value for creditors.

Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on
March 18, 2014.  Judge Stacey Jernigan presides over the cases.

The Debtors estimated assets of at least $10 million and debts of
at least $10 million.

The Debtors, except Mason Georgetown Realco, are represented by
Joe E. Marshall, Esq., Thomas D. Berghman, Esq., and Timothy A.
Million, Esq., at Munsch Hardt Kopf & Harr, P.C.  Georgetown
Realco is represented by Jonathan S. Covin, Esq., and Shayla L.
Friesen, Esq., at Wick Phillips Gould & Martin, LLP.

Deloitte Transactions and Business Analytics, LLP, acts as the
Debtors' restructuring advisor with Louis Robichaux serving as
chief restructuring officer.

On March 28, 2014, the United States Trustee appointed an
Unsecured Creditors' Committee in the cases.  To date there has
been no request made for the appointment of a trustee or examiner.
A patient care ombudsman has not yet been appointed.  However, the
Court has scheduled a show cause hearing on April 15 to consider
the appointment of an Ombudsman.

Counsel for the Committee is Cox Smith Mathews Incorporated's Mark
Andrews, Esq.

Counsel for Oxford Finance, LLC, which is owed almost $16 million
on a term loan and revolving credit, is Vedder Price P.C.'s Jon
Aberman, Esq.

Mason Coppell OP, LLC, et al., obtained Court authority to sell
substantially all of their assets for a total of $16.1 million,
consisting of $4.0 million for so-called facility assets and $12.1
million for the 142-bed nursing home facility commonly known as
Estrella Oaks Rehabilitation Care Center, in Georgetown, Texas.

At the closing of the sale, proceeds of the sale of the real
property in the amount of $12.1 million, less adjustments,
required U.S. Trustee fees, and required administrative expenses,
will be paid to Oxford.

Debtor Mason Friendswood OP, LLC, has separately sought authority
to sell the Friendship Haven Health and Rehabilitation Center to
ensure uninterrupted and continued care at the Facility.


MEE APPAREL: Can Employ Belkin Burden as Attorney
-------------------------------------------------
MEE Apparel LLC and MEE Direct LLC sought and obtained permission
from the U.S. Bankruptcy Court to employ Belkin Burden Wenig &
Goldman LLP as attorney.

Steven Kirkpatrick, Esq., a partner at the firm, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

The firm's rates are:

     Professional            Rates
     ------------            -----
     Steven Kirkpatrick       $455
     Nicholas David           $250
     Michael Battema          $185
     Paralegals               $170-$195

The firm may be reached at:

     Steven Kirkpatrick, Esq.
     BELKIN BURDEN WENIG & GOLDMAN, LLP
     270 Madison Avenue
     New York, NY 10016
     Tel: 212-867-4466
     Fax: 212-297-1859

                        About MEE Apparel

Founded in 1993 by Marc Ecko, Gerszberg and Marci Tapper, MEE
Apparel LLC and MEE Direct LLC are providers of youth apparel and
streetwear under the "Ecko Unltd." and "Unltd." brands.  Evolving
from just six t-shirts and a can of spray paint, MEE has become a
full scale global fashion and lifestyle company.  In 2013, MEE
Apparel generated gross sales of approximately $50 million.

MEE Apparel LLC and MEE Direct LLC filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 14-16484 and 14-16486) on April
2, 2014.

The Debtors have a deal to sell the assets to owner and lender
Seth Gerszberg's Suchman, LLC, at a bankruptcy court-sanctioned
auction.

As of the Petition Date, the Debtors had assets of approximately
$30 million and liabilities of $62 million, including $25 million
of debt outstanding to unsecured creditors.

Judge Christine M. Gravelle presides over the Chapter 11 cases.

Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the
Debtor's counsel.  Prime Clerk LLC is the Debtor's claims and
noticing agent.  Innovation Capital, LLC, acts as the Debtor's
investment banker.

The petitions were signed by Jeffrey L. Gregg as chief
restructuring officer.

                           *     *     *

Judge Gravelle approved the sale of MEE Apparel LLC and MEE Direct
LLC's assets to Suchman LLC for $12 million, plus the assumption
of certain liabilities.  MEE Apparel cancelled its May 21, 2014
auction due to a lack of competing bids.


MEGA RV CORP: Section 341(a) Meeting Scheduled for July 24
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Mega RV Corp.
will be held on July 24, 2014, at 1:30 p.m. at RM 1-159, 411 W
Fourth St., in Santa Ana, California.

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.

Mega RV Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 14-13770) on June 15, 2014.  Brent McMahon signed
the petition as president.  The Debtor estimated assets and
liabilities of at least $10 million.  Goe & Forsythe, LLP, serves
as the Debtor's counsel.  Judge Mark S Wallace presides over the
case.


MOBIVITY HOLDINGS: Peter Brodsky Quits as Director
--------------------------------------------------
Peter Brodsky resigned from the Board of Directors of Mobivity
Holdings Corp. effective June 17, 2014.  Mr. Brodsky was elected
as a member of the Company's Board in July 2013.

                       About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings reported a net loss of $16.75 million in 2013,
a net loss of $7.33 million in 2012 and a net loss of
$16.31 million in 2011.  As of March 31, 2014, the Company had
$13.96 million in total assets, $3.77 million in total liabilities
and $10.18 million in total stockholders' equity.


MERRIMACK PHARMACEUTICALS: Sanofi Terminates License Agreement
--------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., and Sanofi agreed to terminate
the License and Collaboration Agreement, dated as of Sept. 30,
2009, and amended on Feb. 18, 2011, between the parties.  The
Agreement had established a worldwide collaboration between the
parties for the development and commercialization of Merrimack's
MM-121 product candidate.

In connection with the termination of the Agreement, among other
things:

   * Sanofi delivered to Merrimack 180 days' advance notice of
     termination of the Agreement.  As a result, the Agreement is
     scheduled to terminate on Dec. 17, 2014, unless Merrimack
     exercises its right to accelerate that date;

   * Sanofi will transfer ownership of the investigational new
     drug application for MM-121 to Merrimack in early July 2014,
     earlier than otherwise required; and

   * Merrimack waived Sanofi's obligation to reimburse Merrimack
     for certain MM-121 development costs incurred after Dec. 17,
     2014.

Based on information provided in a Schedule 13G filed by Sanofi on
April 2, 2012, Sanofi holds 5,217,391 shares, or approximately 5
percent of Merrimack's outstanding common stock.  In addition,
Merrimack and Sanofi are parties to a right of review agreement,
which is described in Merrimack's Annual Report on Form 10-K for
year ended Dec. 31, 2013.

                           About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack reported a net loss of $130.68 million in 2013, a net
loss of $91.75 million in 2012 and a net loss of $79.67 million in
2011.  As of March 31, 2014, the Company had $164.98 million in
total assets, $230.77 million in total liabilities and $168,000 in
non-controlling interest and a $65.96 million total stockholders'
deficit.


MICHAELS STORES: Issues $250MM Additional Senior Notes
------------------------------------------------------
Michaels Stores, Inc., on June 16, 2014, issued an additional
$250,000,000 aggregate principal amount of its 5 7/8% senior
subordinated notes due Dec. 15, 2020.  The Additional 2020 Senior
Subordinated Notes were issued pursuant to a supplemental
indenture, dated as of June 16, 2014, by and among the Company,
the guarantors named therein and Wells Fargo Bank, National
Association, as trustee, which amended the indenture, dated as of
Dec. 19, 2013, by and among the Company, the Guarantors and the
Trustee.

The Additional 2020 Senior Subordinated Notes form a single class
with the 2020 Senior Subordinated Notes under the Indenture and
have terms identical to the 2020 Senior Subordinated Notes, except
that interest on the Additional 2020 Senior Subordinated Notes
accrues from and including June 15, 2014.

Notice of Partial Redemption of 7 3/4% Senior Notes due 2018

On June 16, 2014, the Company caused to be delivered to the
holders of the Company's 7 3/4% Senior Notes due 2018 an
irrevocable notice of redemption relating to the redemption of
$235,000,000 in principal amount of Senior Notes.  The redemption
date is July 16, 2014.  The Company will redeem the Redemption
Notes at a redemption price equal to 100% plus the applicable
make-whole premium.  In addition, the Company will pay accrued and
unpaid interest on the Redemption Notes to, but excluding, the
Redemption Date.

                   Three New Directors Appointed

By a written consent dated June 17, 2014, the stockholders of the
Company voted to:

   (1) remove all of the directors from the Company's board of
       directors, effective immediately, so that the
       majority of those directors can focus their efforts solely
       as members of the Board of the Company's parent, The
       Michaels Companies, Inc.: Joshua Bekenstein, Todd M. Cook,
       Nadim El Gabbani, Jill A. Greenthal, Lewis S. Klessel,
       Matthew S. Levin, John J. Mahoney, James A. Quella, Carl S.
       Rubin and Peter F. Wallace;

   (2) decrease the size of the Board to three directors; and

   (3) appoint these directors to the Board, effective
       immediately: Carl S. Rubin, Charles M. Sonsteby and Michael
       J. Veitenheimer.

Since the beginning of the Company's last fiscal year through the
present, there have been no transactions with the Company, and
there are currently no proposed transactions with the Company, in
which the amount involved exceeds $120,000 and in which Mr. Rubin,
Mr. Sonsteby or Mr. Veitenheimer had or will have a direct or
indirect material interest within the meaning of Item 404(a) of
Regulation S-K, except for any related compensation to them solely
resulting from their employment relationships with the Company as
chief executive officer, chief administrative and chief financial
officer, and senior vice president-secretary & general counsel,
respectively, the Company said in a filing with the U.S.
Securities and Exchange Commission.

                        About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

Michaels Stores reported net income of $264 million for the fiscal
year ended Feb. 1, 2014, as compared with net income of $200
million for the fiscal year ended Feb. 2, 2013.

The Company's balance sheet at May 3, 2014, showed $1.70 billion
in total assets, $3.64 billion in total liabilities and a $1.94
billion total stockholders' deficit.

                           *     *     *

Michaels Stores carries a 'B2' corporate family rating from
Moody's Investors Service and 'B' corporate credit rating from
Standard & Poor's Ratings Services.


MOLYCORP INC: Moody's Lowers Corporate Family Rating to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
(CFR) of Molycorp, Inc. to Caa2 from Caa1 and affirmed the B3
rating on the company's senior secured notes. Moody's also
downgraded the probability of default rating to Caa2-PD from Caa1-
PD, and changed the Speculative Grade Liquidity (SGL) rating to
SGL-4 from SGL-3. The outlook is stable.

Ratings Rationale

The downgrade reflects continued weakness in rare earths pricing
environment, ongoing negative free cash flows, weak liquidity and
high leverage. Although Molycorp has now completed the
construction of its Mountain Pass production facility and faces
significantly lower capex requirements going forward, the
project's cost overruns left the company with absolute debt levels
that may be unsustainable in a current price environment. The
company had spent roughly $1.5 billion on the Mountain Pass
project, compared to its original estimate of roughly $800
million. Total debt as of March 31, 2014 (as adjusted by Moody's)
was $1.4 billion, with interest expense for the preceding twelve
months approximating $140 million (as adjusted by Moody's). At the
same time, the company's EBITDA and operating cash flows were
substantially negative for twelve months ended March 31, 2014,
roughly amounting to negative $140 million and $210 million,
respectively.

Following the completion of the Mountain Pass project, the
company's production run rate has been increasing, with
debottlenecking and optimization efforts underway, aiming to
increase production rates in late 2014 to levels that would allow
the company to start generating positive margins (estimated to be
approximately 1,100 metric tonnes (mt) per month). In the first
quarter of 2014, the Mountain Pass facility produced 1,111 mt of
rare earth oxides (REO), while production for the full year 2013
was 3,926 mt. Management is targeting an annualized production
rate of approximately 23,000 mt per year by the end of 2014 and
expects the production to exceed 20,000 mt in 2015. Moody's expect
that even if such sales volume is achieved, the company EBITDA
would be in $150 - $180 million range in a current price
environment, which would translate into leverage (Debt/ EBITDA, as
adjusted) approaching or exceeding 10x.

While the company had roughly $236 million in cash as of March 31,
2014, Moody's expect that the liquidity could become strained in
the next twelve months, given the ongoing cash burn and a large
debt service burden. The speculative grade liquidity rating of
SGL-4 also reflects lack of a committed revolving credit facility
and limited sources of alternative liquidity, given that
essentially all domestic assets are encumbered as collateral for
the secured notes.

Despite the CFR downgrade, the senior secured rating is affirmed
at a B3, reflecting secured creditors' priority claim on
collateral (consisting of substantially all assets of the company
and its domestic subsidiaries), preponderance of unsecured debt in
the capital structure, and improved value of the collateral
following the completion of the Mountain Pass production facility.

Molycorp's Caa2 corporate family rating also continues to reflect
its modest size and diversity, inherent volatility of the
company's margins, and good resource base. Although Moody's
acknowledge that Molycorp is the largest REO producer in the
Western hemisphere and owns one of the world's largest, most
developed rare earths projects outside of China, one of the key
rating drivers is that China produces roughly 90% of the world's
rare earths elements and the country's production and exporting
behavior dictates market pricing.

Stable outlook reflects Moody's expectation of significantly
reduced capex requirements going forward, growing production
volumes and improving credit metrics.

Ratings could be downgraded if Debt/ EBITDA, as adjusted, were to
be sustained above 10x or if liquidity position deteriorated.

Although the potential for upgrade is limited at this time,
ratings or outlook could be positively impacted if Debt/ EBITDA,
as adjusted, were expected to be sustained below 7x, free cash
flows were expected to be positive, and the company was expected
to maintain adequate liquidity position.

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

Molycorp is a vertically integrated manufacturer of custom
engineered rare earth and rare metal products. The company owns
one of the world's largest rare-earth resources in Mountain Pass
California, which supplies raw materials to its downstream
manufacturing facilities that produce a variety of custom
engineered advanced rare earth products, including rare earth
oxides, magnetic alloys and powders, and magnets for use in the
technology, automotive, energy, defense and other sectors. The
company is headquartered in Greenwood Village, Colorado and
generated roughly $528 million in revenues for the twelve months
ended March 31, 2014.


MOMENTIVE PERFORMANCE: Hires Ernst & Young as Tax Advisor
---------------------------------------------------------
Momentive Performance Materials Inc. and its debtor-affiliates
seek authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ Ernst & Young LLP as tax advisor,
nunc pro tunc to Apr. 13, 2014 petition date.

David Buckner and Fred Rogers, who will lead the Ernst & Young
team, and other Ernst & Young professionals will work closely with
the Debtors' management throughout these cases. Subject to the
detailed description in the Tax Advisory SOW, the professional
services that Ernst & Young will render to the Debtors are:

   (i) U.S. federal, state and local tax compliance for a fee not
       to exceed $161,000 for the tax year ending 2013.  Such
       procedures will include preparing federal, state, and local
       income and franchise tax returns.  Preparing estimates for
       the tax year ending 2014, IRC section 987 computations,
       limited tax depreciation reviews, computations of book to
       tax differences, and assistance with state apportionment
       and adjustment computations.  This service would exclude
       any bankruptcy specific research, computations, or
       presentations.  It would also exclude computations that
       require studies.  Services above this scope will be billed
       at the rate per hour described in the compensation section.

  (ii) International tax compliance and advice. Coordination fee
       not to exceed $35,000.  Overseeing the coordination of tax
       personnel in foreign offices, as requested, to assist in
       complying with local tax compliance laws.  Such procedures
       could include filing of appropriate forms and schedules
       based on the income subject to tax in the foreign
       jurisdiction or country, including requests to extend the
       due date of such returns.

(iii) Tax provision accounting services fee not to exceed
       $116,000 for the fiscal year ending 2014.  Such procedures
       include preparing quarterly and year-end tax provisions.
       This involves reconciling tax return liabilities to the
       general ledger tax accruals, reconciling US deferred tax
       accounts, advising of corrections required to general
       ledger balances, and preparing draft footnote disclosures.

  (iv) Additional federal, state, and local tax compliance
       services upon the Debtors' request.  Such services may
       include filing of additional forms and schedules as
       requested by the Debtors from the originally agreed upon
       filings in item (i) above.  This would also involve
       assisting the Debtors in filing any amended returns as
       requested.

   (v) Additional tax provision accounting services upon the
       Debtors' request.  Such procedures may include tax
       provision/tax accounting calculations, income tax
       accounting advisory services, writing memos to document tax
       accounting issues, analyzing uncertain tax positions and
       valuation allowances, and reviewing foreign entity tax
       accounting.  Income tax accounting advisory services may
       include providing other tax and accounting advisory
       services, as well as client training in connection with
       implementation of new standards and tax accounting topics.

  (vi) Assistance with tax audits and appeals before the IRS and
       state, local and foreign agencies except for legal
       services, expert services and management functions which
       are prohibited services.

(vii) Assistance regarding tax due diligence services, including
       review of federal, state, local and foreign tax issues in
       connection with merger and acquisition or disposition
       activity on the part of the Debtors.  Such services may
       include: (1) review of financial statements of business for
       relevant tax issues; (2) review of tax returns of business;
       (3) consideration of any tax examinations and deficiencies;
       (4) review of employee benefit plans and compensation
       arrangements; (5) review of applicable tax attributes such
       as net operating losses; (6) review of documentation such
       as purchase and merger agreements pertaining to the
       transaction for tax issues; (7) analysis of tax issues in
       connection with purchase price negotiated by the parties;
       and (8) consideration of any tax-shelter disclosure issues.

(viii) U.S. federal, state and local tax planning and advice.
       Services may include, but are not limited to: (1)
       accounting methods reviews; (2) research and
       experimentation credit studies; (3) domestic structuring
       services; (4) performance and reward services; (5) state
       income/franchise tax services; (6) employment tax services;
       (7) sales and use tax refund services; (8) business
       incentives services; (9) property tax; and (10) review of
       ax department operations for optimization.

  (ix) International tax planning and advice.  Overseeing the
       coordination of tax personnel in foreign offices, as
       requested, to provide permissible advice on tax structure
       and compliance with international tax laws.

   (x) Tax advice and assistance regarding statutory, regulatory
       or administrative developments. Overseeing the coordination
       of tax personnel in foreign offices, as requested, to
       provide advice on compliance with local tax laws.  Such
       procedures would consist of advising on developments in
       local laws and best practices for compliance.

Ernst & Young will be paid at these hourly rates:

   (a) For service categories (iv) and (v) listed above and in the
       Tax Advisory SOW:

       Partner/Principal/Executive
       Director                           $450
       Senior Manager                     $344
       Manager                            $279
       Senior                             $232
       Staff                              $125

   (b) For service categories (vi) through (x) listed above and in
       the Tax Advisory SOW:

       Partner/Principal/Executive
       Director                           $772
       Senior Manager                     $589
       Manager                            $479
       Senior                             $397
       Staff                              $214

Ernst & Young will also be reimbursed for reasonable out-of-pocket
expenses incurred.

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

Ernst & Young can be reached at:

       Craig A. Marshall
       ERNST & YOUNG LLP
       1100 Huntington Center
       41 South High Street
       Columbus, OH 43215
       Tel: +1 (614) 232 7450

                   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 MPM Silicones LLC
and affiliated debtors.


MOMENTIVE PERFORMANCE: Wants to Hire KPMG LLP as Tax Advisor
------------------------------------------------------------
Momentive Performance Materials Inc. and its debtor-affiliates
seek authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ KPMG LLP as tax advisor, nunc pro
tunc to Apr. 13, 2014 petition date.

The Debtors require KPMG LLP to provide, among other things, the
following services:

   (a) Tax Compliance Services:

       - preparation of federal, state and local tax returns and
         supporting schedules for the Debtors' 2013 tax year; and

       - determining the Debtors' quarterly estimated tax payments
         for the 2014 tax year.

   (b) Tax Provision Services:

       - assisting in gathering necessary year-end tax and
         Financial information and schedules for:

         -- tax compliance services for the year ended Dec. 31,
            2013; and

         -- tax provision services for the quarters ended Jun. 30,
            2014 and Sep. 30, 2014, and for the year ended Dec.
            31, 2014;

       - assisting in the identification and computation of
         temporary and permanent differences;

       - computing a preliminary income tax provision for Debtors'
         review and approval;

       - preparing income tax related balance sheet accounts and
         footnote disclosures for Debtors' review and approval;

       - assisting Debtors in their efforts to work with their
         independent auditors to draft income tax provision work
         papers; and

       - if necessary and appropriate, meeting with independent
         auditors during course of the engagement to discuss
         KPMG's services and any preliminary findings.

   (c) Tax Consulting Services:

       - preparing adjusting journal entries on a legal entity
         basis as requested by Debtors;

       - preparing quarterly Blackline reconciliations for each
         entity that are not otherwise prepared by the Debtors'
         controllers.  The Debtors will maintain responsibility
         for reviewing and certifying these reconciliations;

       - routine dealings with federal, state, local or foreign
         tax authorities;

       - advising Debtors with their evaluation of the tax basis
         in subsidiary stock for each Debtor entity for U.S.
         federal and state income tax purposes;

       - advising Debtors with their evaluation and inventory of
         tax attributes, identification of any existing
         limitations imposed on such attributes, and the
         allocation of such attributes to Debtors;

       - advising Debtors with their evaluation of the tax basis
         in its assets and the assets of each of its Debtor
         entities for U.S. federal and state income tax purposes;

       - advising Debtors with their evaluation of the treatment
         of all intercompany obligations and the potential
         settlement of such obligations;

       - advising Debtors in identifying the potential U.S.
         federal, international, and state and local income tax
         implications associated with any proposed restructuring
         alternatives;

       - advising Debtors with their determination of the
         potential amount of cancellation of indebtedness income
         and their determination of the effect of tax attribute
         reduction under Section 108 and applicable state laws;

       - advising Debtors with their determination of any impact
         to tax attributes under Treas. Reg. 1.1502-36 and any
         applicable state tax laws;

       - advising Debtors with their determination of whether and
         when an ownership change within the meaning of Section
         382 may occur, including the evaluation of various U.S.
         federal and state income tax elections that may be made
         by Debtors;

       - advising Debtors with their determination of the tax
         treatment of any bankruptcy or other transaction-related
         costs and other costs incurred in connection with any
         proposed restructuring alternative;

       - advising on any other matter in connection with the
         bankruptcy as requested by the Debtors; and

       - advising on any other tax consulting matters that may
         arise for which the Debtors seek our advice, both written
         and oral, and that are not the subject of a separate
         engagement letter.

KPMG LLP will be paid at these hourly rates:

          Tax Compliance            Discounted Billing
          Services                        Rates
          --------------            ------------------
          Partners                      $390-$440
          Senior Managers               $320-$390
          Managers                      $260-$340
          Senior Associates             $180-$250
          Associates                    $100-$160
          Para-Professionals            $70-$116

          Tax Provision             Discounted Billing
          Services                        Rates
          --------------            ------------------
          Partners                       $390-$440
          Senior Managers                $320-$390
          Managers                       $260-$340
          Senior Associates              $180-$250
          Associates                     $100-$160
          Para-Professionals             $70-$116

With respect to the tax provision services, KPMG will be entitled
to the lesser of (i) the actual time incurred to complete the
services at the hourly rates set forth above, or (ii) $75,000.

          Tax Consulting            Discounted Billing
          Services                         Rates
          --------------            ------------------
          Partners                       $585-$660
          Senior Managers                $480-$585
          Managers                       $390-$510
          Senior Associates              $270-$375
          Associates                     $210-$240

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

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

KPMG LLP can be reached at:

       Scott Stern
       KPMG LLP
       515 Broadway
       Albany, NY 12207
       Tel: (518) 427-4600
       Fax: (518) 689-4717

                   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 MPM Silicones LLC
and affiliated debtors.


MOMENTIVE PERFORMANCE: Taps PwC as Independent Auditors
-------------------------------------------------------
Momentive Performance Materials Inc. and its debtor-affiliates
seek authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ PricewaterhouseCoopers LLP as
independent auditors and tax consultants, nunc pro tunc to Apr.
13, 2014 petition date.

Pursuant to the engagement letter between the Debtors and PwC
dated Mar. 27, 2014, PwC provided, and will continue to provide,
the Debtors with auditing services relating to the Debtors' 2014
year-end audit, subject to Court approval, including the
following:

   (a) auditing the consolidated financial statements of the
       Debtors at Dec. 31, 2014 and for the year then ending, and
       providing the Debtors with an audit report related to those
       financial statements;

   (b) communicating with the audit committee and management about
       any matters that PwC believes may require material
       modifications to the quarterly financial information to
       make it conform with accounting principles generally
       accepted in the United States;

   (c) examining evidence supporting the amounts and disclosures
       in the financial statements, assessing accounting
       principles used and significant estimates made by
       management, and evaluating the overall financial statement
       presentation; and

   (d) considering the Debtors' internal control over financial
       reporting for the purposes of determining the nature,
       timing and extent of auditing procedures necessary for PwC
       to express their opinion on the financial statements.

PwC will also provide tax consulting services to the Debtors
pursuant to the engagement letter between the Debtors and PwC
dated Mar. 11, 2014, including the following:

   (a) providing guidance regarding the tax consequences of the
       various technical tax alternatives available in the
       proposed debt restructuring transaction, including
       applicable tax elections; and

   (b) assisting with implementation of the preferred tax
       Alternative chosen by the Debtors.

PwC will be paid the following compensation structure (the "Fee
and Expense Structure"):

   (a) Audit Services - Prior to the Petition Date, the Debtors
       paid PwC $403,000 pursuant to the Audit Engagement Letter
       for Audit Services.  PwC is entitled to any additional flat
       fee in the amount of $1,612,000 pursuant to the Audit
       Services Engagement Letter, which is scheduled to be paid
       by four payments in the amount of $403,000 on each of the
       following dates: Jul. 15, 2014; Oct. 15, 2014; Dec. 15,
       2014; and Feb. 15, 2015.  For any additional Audit
       Services, PwC will charge the Debtors on an hourly rate
       schedule as follows:

       Partner/Principal              $600-$990
       Managing Director              $550-$761
       Director/Senior Manager        $400-$691
       Manager                        $350-$538
       Senior Associate               $225-$443
       Associate                      $137-$275
       Secretarial                    $109

   (b) Tax Consulting Services - For tax consulting services, PwC
       Will charge the Debtors on an hourly rate schedule as
       follows:

       Partner/Principal              $850-$990
       Director/Senior Manager        $600-$750
       Manager                        $430-$540
       Senior Associate               $335-$475
       Associate                      $250-$295

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

The Debtors paid PwC fees and expenses aggregating $852,050 in the
90 days prior to the Petition Date.

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

PwC can be reached at:

       Greg Chester
       PRICEWATERHOUSECOOPERS LLP
       41 South High Street, Suite 2500
       Columbus, OH 43215
       Tel: (614) 225-8700
       Fax: (614) 224-1044

                   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 MPM Silicones LLC
and affiliated debtors.


MORGANS HOTEL: Director Mahmood Khimji Quits
--------------------------------------------
Mahmood J. Khimji provided notice to Morgans Hotel Group Co. of
his intent to resign from the Board of Directors of the Company.
Mr. Khimji's resignation was effective June 18, 2014.

                     About Morgans Hotel Group

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

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

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


MUSCLEPHARM CORP: Tiger Woods to Debut as New Golf Bag Sponsor
--------------------------------------------------------------
MusclePharm Corporation has signed a multi-year endorsement
agreement with Tiger Woods.  This agreement includes sponsorship
of Tiger Woods' golf bag.  The partnership officially begins
July 1, 2014.

Woods will also be featured in MusclePharm advertisements and
commercials.  He will further support the brand via appearances
and social media promotion.

"Tiger Woods is more than a golfer," said Brad Pyatt, Chairman and
CEO of MusclePharm.  "He is an elite athlete possessing legendary
work ethic and determination, as well as a focus on remaining in
top physical shape.  We are excited to work with Tiger to bring
more attention to nutritional science and how it can enhance
strength and overall athletic performance -- and most importantly
-- fuel athletes safely."

"One of the keys to success as an athlete is making sure you are
fueling your body properly, which is at the core of MusclePharm's
mission," said Tiger Woods.  "This golf bag venture is a great way
to launch this partnership.  I look forward to working with
MusclePharm to help people achieve their peak physical form."

In addition to Woods, MusclePharm's stable of endorsers include
Arnold Schwarzenegger, and professional football players Eric
Decker and Colin Kaepernick.  MusclePharm is also the Official
Supplement Provider of Ultimate Fighting Championship(R) (UFC) and
USA Wrestling.

                         About MusclePharm

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

MusclePharm reported a net loss after taxes of $17.71 million in
2013, as compared with a net loss after taxes of $18.95 million in
2012.  The Company's balance sheet at March 31, 2014, showed
$65.61 million in total assets, $30.81 million in total
liabilities and $34.79 million in total stockholders' equity.


NATIONAL SURGICAL: $37MM Senior Debt No Impact on Moody's B2 CFR
----------------------------------------------------------------
Moody's Investors Service commented that National Surgical
Hospitals, Inc.'s proposed $37 million add-on to its senior
secured term loan B is credit negative. The add-on to the
company's outstanding term loan, which will be used to repay
amounts outstanding under the company's revolver and pay a $30
million distribution to shareholders, will increase leverage and
interest costs. However, there is no change to the company's
ratings at this time, including the B2 Corporate Family Rating and
the B2-PD Probability of Default Rating. The stable rating outlook
is also unchanged.

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

Headquartered in Chicago, IL, National Surgical Hospitals, Inc.
owns and operates surgical facilities specializing in orthopedic,
neurosurgery and more complex general surgery cases. The company's
facilities are operated in partnership or joint venture
relationships with physicians or other providers in the respective
market area. National Surgical Hospitals operates 13 surgical
hospitals and seven ambulatory surgery centers and recognized $316
million in revenue for the twelve months ended March 31, 2014.


NEWLEAD HOLDINGS: Clarifies Inaccurate Disclosure on Form 20-F
--------------------------------------------------------------
NewLead Holdings Ltd filed a Form 8-K report with the U.S.
Securities and Exchange Commission to clarify an immaterial
disclosure in the Annual Report on Form 20-F of the Company for
the year ended Dec. 31, 2013, filed on May 9, 2014, as amended by
the amendment No. 1 on Form 20-F/A filed on May 12, 2014.

The information being clarified pertains to the immaterial
disclosures regarding the related party transactions with Aurora
Properties Inc. which inaccurately disclose that the Company
rented office space in New York, US, from Aurora, which is
directed by Michail Zolotas, the Company's Chairman, chief
executive officer and member of the Company's Board of Directors.
According to the Company, the mischaracterized payments per year
for the three years ended Dec. 31, 2013, were actually
reimbursement payments made by the Company through issuance of its
common shares that related to travel, business and corporate
expenses paid for by Mr. Zolotas and reimbursed to him in common
shares of the Company issued to Aurora, as per his instructions.
The Company said it does not own, rent or maintain office space or
other property in New York, NY.

                      About NewLead Holdings

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

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

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


NEWLEAD HOLDINGS: Issues 8.5MM Final Settlement Shares to MGP
-------------------------------------------------------------
NewLead Holdings Ltd., on June 18, 2014, issued and delivered to
MG Partners Limited an additional 8,505,620 shares of common stock
pursuant to the terms of a settlement agreement approved by the
Supreme Court in the matter entitled Hanover Holdings I, LLC v.
NewLead Holdings Ltd., Case No. 160776/2013.  Following the
issuances of the above shares of Common Stock, the Company will
have approximately 138,689,152 shares of Common Stock outstanding.
No additional shares of Common Stock are issuable to MGP pursuant
to the Settlement Agreement.

On Dec. 2, 2013, the Supreme Court of the State of New York,
County of New York, entered an order approving, among other
things, a stipulation of settlement among NewLead Holdings Ltd.,
Hanover Holdings I, LLC, and MG Partners Limited.  Hanover
commenced the Action against the Company on Nov. 19, 2013, to
recover an aggregate of $44,822,523 of past-due indebtedness of
the Company, which Hanover had purchased from certain creditors of
the Company pursuant to the terms of separate purchase agreements
between Hanover and each of those creditors, plus fees and costs.
The Order provides for the full and final settlement of the Claim
and the Action.  The Settlement Agreement became effective and
binding upon the Company, Hanover and MGP upon execution of the
Order by the Court on Dec. 2, 2013.

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

Between Jan. 3, 2014, and June 12, 2014, the Company issued and
delivered to MGP an aggregate of 37,658,000 additional settlement
shares pursuant to the terms of the Settlement Agreement approved
by the Order.  The Company's Form 6-K filed with the Securities
and Exchange Commission on June 13, 2014, contained a
typographical error regarding the number of Additional Settlement
Shares that had been issued to MGP between Jan. 3, 2014, and
June 6, 2014, which was actually 30,358,000 shares (not 23,458,000
shares as reported).  Accordingly, with the issuance of 7,300,000
Additional Settlement Shares on June 12, 2014, an aggregate of
37,658,000 Additional Settlement Shares had been issued to MGP as
of June 12, 2014.

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

                       http://is.gd/OTSCpS

                      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.


NITRO PETROLEUM: Reports $44K Net Loss in Apr. 30 Quarter
---------------------------------------------------------
Nitro Petroleum Incorporated filed its quarterly report on Form
10-Q, reporting a net loss of $44,777 on $167,675 of total
revenue for the three months ended Apr. 30, 2014, compared with a
net loss of $344,107 on $122,492 of total revenue for three months
ended Apr. 30, 2013.

The Company's balance sheet at Apr. 30, 2014, showed $2.72 million
in total assets, $1.07 million in total liabilities, and
stockholders' equity of $1.66 million.

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

                        http://is.gd/CRlooL

Shawnee, Oklahoma-based Nitro Petroleum Incorporated is engaged
primarily in the acquisition, development, production, exploration
for, and the sale of oil, gas and natural gas liquids and
properties.  All business activities are conducted in Texas and
Oklahoma and the Company sells its oil and gas to a limited number
of domestic purchasers.


NORD RESOURCES: Extends Cathode Sales Agreement with Red Kite
-------------------------------------------------------------
Nord Resources Corporation has entered into an extension agreement
with respect to its replacement cathode sales agreement with Red
Kite Master Fund Limited that covered the period from Jan. 1,
2013, through Dec. 31, 2013, for 100 percent of the copper cathode
production from the Johnson Camp Mine.  The extension runs through
Sept. 30, 2014, with renewable extensions by mutual agreement of
both parties.

Pursuant to the agreement, Red Kite will accept delivery of the
cathodes at the Johnson Camp Mine, and pricing will be based on
the COMEX price for high-grade copper on the date of sale.  Red
Kite is a large metals hedge fund and physical trader.

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore in February 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

Nord Resources disclosed a net loss of $10.25 million on $8.14
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.31 million on $14.48 million of net sales
in 2011.  The Company's balance sheet at Sept. 30, 2013, showed
$49.02 million in total assets, $73.40 million in total
liabilities and a $24.38 million total stockholders' deficit.

Mayer Hoffman McCann P.C., in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company reported net losses of ($10,254,344) and
($10,316,294) during the years ended Dec. 31, 2012, and 2011,
respectively.  In addition, as of Dec. 31, 2012 and 2011, the
Company reported a deficit in net working capital of ($57,999,677)
and ($51,783,180), respectively.  The Company's significant
historical operating losses, lack of liquidity, and inability to
make the requisite principal and interest payments due under the
terms of the Amended and Restated Credit Agreement with its senior
lender raise substantial doubt about its ability to continue as a
going concern.

                        Bankruptcy Warning

"The Company's continuation as a going concern is dependent upon
its ability to refinance the obligations under the Credit
Agreement with Nedbank, the Copper Hedge Agreement with Nedbank
Capital, and the note payable with Fisher, thereby curing the
current state of default under the respective agreements.  Any
actions by Nedbank, Nedbank Capital or Fisher Industries to
enforce their respective rights could force us into bankruptcy or
liquidation," according to the Company's annual report for the
year ended Dec. 31, 2012.


NORTEL NETWORKS: Fast Answer on Interest Rate Could Aid Settlement
------------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
bankruptcy officials for Canada's Nortel Networks Corp. say a fast
answer on the question of how much interest bondholders should
collect may aid settlement talks that could end a bigger battle:
the long-running fight over the defunct company's billions.

Bondholders owed more than $4 billion are looking for an
additional $1.6 billion in interest and other payments, the
Journal said, citing court papers filed by Ernst & Young Inc., as
monitor in Nortel's Canadian insolvency proceedings.  However,
there is an argument under U.S. law that bondholders are entitled
only to about $90 million in interest, the report related.

Unless there's a deal, there will have to be a ruling on the
interest rate question, and it would be "helpful" to get that
answer quickly, lawyers for Nortel Canada's monitor said in court
papers, the report further related.  Without knowing which way the
courts will go on the question of how much bond interest is due,
it is "virtually impossible" for Nortel's creditors worldwide to
evaluate their positions on settlement over who gets what of
Nortel's liquidation proceeds, lawyers for the Canadian monitor
said, the report added.

                        About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


OVERSEAS SHIPHOLDING: Directors of Reorganized Company Unveiled
---------------------------------------------------------------
Overseas Shipholding Group, Inc. and its debtor subsidiaries on
May 2, 2014, filed with the Bankruptcy Court an amended plan of
reorganization, together with a disclosure statement describing
such plan.  On May 21, 2014, the Debtors filed with the Bankruptcy
Court an amendment to the Equity Plan.  On May 26, 2014 and June
4, 2014, respectively, the Debtors filed with the Bankruptcy Court
further amendments to the Equity Plan.

The Amended Equity Plan provides that the chief restructuring
officer of the Debtors will nominate -- and the existing directors
of OSG will approve -- the individuals who shall serve as
directors of the Company upon its emergence from bankruptcy,
subject to Bankruptcy Court approval.  On June 15, 2014, the CRO
nominated -- and the existing directors -- approved the following
slate of persons to serve as the board of directors of the Company
following its emergence from bankruptcy:

     * John J. Ray, III,
     * Timothy Bernlohr,
     * Alexander D. Greene,
     * Stephen M. Johnson,
     * Samuel H. Norton,
     * Nikolaus D. Semaca,
     * Ronald Steger,
     * Douglas D. Wheat, and
     * Gregory A. Wright

The appointment of these individuals to serve as directors of the
reorganized Company is subject to Bankruptcy Court approval.

                   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: Consilium Reports 67.1% Equity Stake
------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Consilium Investment Management, LLC, disclosed that
as of June 11, 2014, it beneficially owned 21,229,876 shares of
common stock of Panache Beverage, Inc., representing 67.1 percent
of the shares outstanding based on 27,055,891 shares of Common
Stock issued and outstanding as of June 9, 2014, plus 4,600,000
shares of Common Stock underlying warrants exercisable for shares
of Common Stock.  A full-text copy of the regulatory filing is
available at http://is.gd/B9HiXP

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

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.


PETRON ENERGY: Changes Common Stock Par Value to $0.00001 Apiece
----------------------------------------------------------------
Petron Energy II, Inc., by and through its Board of Directors and
with written consent of a majority of its shareholders entitled to
vote, effectuated an amendment to the Company's Articles of
Incorporation regarding a change in the par value of the Company's
common stock from $0.0001 par value per common stock share to
$0.00001 par value per common stock share.

                       About Petron Energy

Dallas-based Petron Energy II, Inc., is engaged primarily in the
acquisition, development, production, exploration for and the sale
of oil, gas and gas liquids in the United States.  As of Dec. 31,
2011, the Company is operating in the states of Texas and
Oklahoma.  In addition, the Company operates two gas gathering
systems located in Tulsa, Wagoner, Rogers and Mayes counties of
Oklahoma.  The pipeline consists of approximately 132 miles of
steel and poly pipe, a gas processing plant and other ancillary
equipment.  The Company sells its oil and gas products primarily
to a domestic pipeline and to another oil company.

Petron Energy reported a net loss of $4.30 million in 2013
following a net loss of $8.32 million in 2012.  As of March 31,
2014, the Company had $3.05 million in total assets, $5.21 million
in total liabilities and a $2.16 million total stockholders'
deficit.

KWCO, PC, in Odessa, TX, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company's
significant operating losses since inception raise substantial
doubt about its ability to continue as a going concern.


PM CROSS: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: PM Cross, LLC
          aka PM-Cross, LLC
        PO Box 6511
        Manchester, NH 03108

Case No.: 14-11258

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 19, 2014

Court: United States Bankruptcy Court
       District of New Hampshire (Manchester)

Judge: Hon. Bruce A. Harwood

Debtor's Counsel: Raymond J. DiLucci, Esq.
                  RAYMOND J. DILUCCI, P.A.
                  81 South State Street
                  Concord, NH 03301
                  Tel: (603) 224-2100
                  Fax: 603-224-1507
                  Email: info@nhbankruptcy.com
                         ray@nhbankruptcy.com

Total Assets: $2.21 million

Total Liabilities: $2.18 million

The petition was signed by David McCurdy, manager.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/nhb14-11258.pdf


PRODUCTION RESOURCE: Moody's Affirms 'Caa1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Production
Resource Group, Inc. (PRG), including the company's Caa1 Corporate
Family Rating (CFR) as well as the Caa2 rating for its senior
notes. The ratings outlook has been changed to stable from
negative, reflecting improvement in liquidity that ensues from the
company's refinancing of its senior secured credit facilities.

Outlook Actions:

Issuer: Production Resource Group, Inc.

Outlook, Changed To Stable From Negative

Affirmations:

Issuer: Production Resource Group, Inc.

Probability of Default Rating, Affirmed Caa1-PD

Corporate Family Rating, Affirmed Caa1

Senior Unsecured Regular Bond/Debenture May 1, 2019, Affirmed
Caa2 (LGD5)

Ratings Rationale

On June 18, 2014, PRG launched transactions to amend and extend
its senior secured credit facility, which materially increased
availability under its revolving credit facility, and addresses a
key liquidity concern. The refinancing entails a new $150 million
term loan due 2019, proceeds of which will be used to repay a
majority of the $174 million outstanding under the current $250
million revolver. In addition, the company has arranged a new
revolving credit facility that increases the size of the facility
to $300 million, and extends the expiration from 2016 to 2019. The
new revolver will have approximately $32 million drawn and $268
million available on close. Neither the revolver nor the term loan
is rated by Moody's. With expectations for continued negative free
cash flow over the next 12-18 months as the company continues to
invest heavily in lease equipment, the increased revolver capacity
will be important for the company to meet cash shortfalls.

Nonetheless, PRG's debt levels remain high, and will likely grow
further as the company draws on its revolver over the near term.
Pro forma for the planned refinancing, total debt is estimated at
approximately $709 million (including Moody's standard
adjustments), which represents approximately 130% of LTM revenue,
and is expected to increase further throughout the year. As recent
operating performance has been characterized by declining revenue
and weakening operating margins, credit metrics are now at levels
that are typical for Caa rated entities. Moody's estimates PRG's
pro forma Debt to EBITDA at approximately 6.7 times, while EBITA
to Interest is estimated to be well below 1 time, and Retained
Cash Flow to Debt is approximately 6%. Until the company
establishes a track record of revenue growth at stronger operating
margins, it is not likely that credit metrics will improve to
levels that will support a higher rating.

The stable ratings outlook reflects Moody's expectations that PRG
will maintain adequate liquidity, and will make progress towards
returning to revenue growth at improving operating margins as it
implements the planned transition in its business model.

The ratings could be lowered if PRG continues to experience a
declining trend in revenue and operating margins due to a
challenging market environment, or if the company cannot gain
economic benefits anticipated from investments in equipment.
Deterioration in liquidity due to accelerated use of the revolver
to cover increasing levels of negative free cash flow could also
warrant a downgrade.

Higher rating consideration would require a substantial reduction
in debt, along with the demonstration of stability in the
company's revenue base and the restoration of stronger operating
margins. A return to positive free cash flow with little reliance
on the revolver would be important for higher rating
consideration, along with sustained credit metrics such as Debt to
EBITDA of below 6 times and EBITA to Interest in excess of 1 time.

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

Production Resource Group, Inc. is a provider of entertainment
technology solutions to the live event industry. The company is
majority-owned by The Jordan Company (The Resolute Fund II). PRG
reported $537 million of revenue for the twelve months ended March
31, 2014.


PROVIDENCE, RI: S&P Revises Outlook on 'BB' Debt Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on its
'BBB' underlying rating (SPUR) on Providence, R.I.'s general
obligation (GO) debt to positive from stable.

The outlook revision reflects Standard & Poor's opinion of the
city's recently strong budgetary performance and improving general
fund balance.

"We believe there is a possibility that Providence's budgetary
flexibility could strengthen over its two-year outlook period.  We
also believe Providence's improved operational position is likely
to translate into, what we consider, stronger available reserves,"
said Standard & Poor's credit analyst Victor Medeiros.  "If
available fund balance as a percent of expenditures were to
continue to improve, if the city were to maintain available fund
balance at stronger levels, and if the city were to continue to
make progress with future costs, we could raise the rating.  If
general fund budgetary performance does not improve, and if
reserves were to remain at their current levels, we would likely
not raise the rating."

Standard & Poor's also revised the outlook on its 'BBB-' long-term
rating and SPUR on Providence Public Building Authority's;
Providence Redevelopment Agency's; and Rhode Island Health &
Educational Building Corp.'s lease revenue debt, supported by the
city, and its 'BB' long-term rating on debt secured by
Providence's moral obligation, including series 2005E-2005G
special obligation tax-increment refunding bonds, and the
redevelopment agency's certificates of participation (COPs),
issued for the Port of Providence, to positive from stable.

At the same time, the rating service assigned its 'BBB' long-term
rating and positive outlook to the city's $23 million series 2014A
GO refunding bonds.

Standard & Poor's affirmed its 'BBB' SPUR on the city's GO debt
based on Standard & Poor's local GO criteria, published Sept. 12,
2013, on RatingsDirect.

The rating also reflects Standard & Poor's opinion of the city's
very weak budgetary flexibility and Standard & Poor's view that
the city's fiscal and management conditions remain, what it
considers, weak due to past deficits and a still-challenging
budgetary environment led by high pension and other postemployment
benefits liabilities.

In addition, the rating service affirmed its 'BBB-' rating on the
public building authority's; redevelopment agency's; and Rhode
Island Health & Educational Building Corp.'s lease revenue debt,
supported by the city.

Finally, Standard & Poor's affirmed its 'BB' long-term rating on
debt secured by Providence's moral obligation, including series
2005E-2005G special obligation tax-increment refunding bonds, and
the redevelopment agency's COPs, issued for the Port of
Providence.

The city's full-faith-and-credit pledge secures the bonds.


Q CORPORATION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Q Corporation
        301 N River St
        Derby, KS 67037

Case No.: 14-11371

Chapter 11 Petition Date: June 19, 2014

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

Debtor's Counsel: Mark J Lazzo, Esq.
                  MARK J. LAZZO, P.A.
                  Landmark Office Park
                  3500 N Rock Rd
                  Building 300, Suite B
                  Wichita, KS 67226
                  Tel: (316) 263-6895
                  Fax: (316) 264-4704
                  Email: mark@lazzolaw.com

Total Assets: $974,000

Total Liabilities: $1.02 million

The petition was signed by Ben H Swigart, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ksb14-11371.pdf


QUANTUM FOODS: Gets Approval to Sell Equipment to West Liberty
--------------------------------------------------------------
Quantum Foods LLC received a bankruptcy judge's approval to sell
its equipment at its two manufacturing facilities in Bolingbrook,
Illinois.

Judge Kevin Carey of U.S. Bankruptcy Court for the District of
Delaware signed a court order on June 19, authorizing the company
to sell the equipment to West Liberty Foods, LLC for $11.9
million.

In his 12-page decision, Judge Carey authorized the company to
sell the equipment "free and clear of liens, claims, interests,
and encumbrances."  He also overruled objections to the sale that
haven't been withdrawn or resolved.

Earlier, PNC Equipment Finance and secured creditors TCF Equipment
Finance Inc. and General Electric Capital Corp. filed objections
in court to block approval of the sale.  The objections revolve
around Quantum Foods' failure to get their consent to sell the
equipment and how much secured creditors should be getting paid.

To resolve the objections, Judge Carey ordered Quantum Foods to
pay $500,000 to PNC, $80,000 to TCF Equipment, and $1.9 million to
GECC.

The sale also drew flak from Sugar Creek Packing Co., First
Industrial, L.P. and Griffin Capital, which owns the two
facilities leased by Quantum Foods.

First Industrial and Griffin Capital raised the issue over whether
or not the company can sell equipment including those built into
the facilities, which under the leases belong to the landlord.

Meanwhile, Sugar Creek, which offered to buy the equipment for
$13.25 million, complained why it wasn't chosen by Quantum Foods
as buyer.

"[Quantum Foods] has a fiduciary obligation to obtain the highest
and best price for the assets, and it is evident that the bid
submitted by Sugar Creek represents the highest and best price,"
said its lawyer, Stacy Newman, Esq., at Ashby & Geddes, in
Wilmington, Delaware.

Unlike West Liberty, Sugar Creek plans to move the equipment to
its own facilities, thus, its bid is not contingent on reaching
agreement to purchase the buildings, the lawyer further said.

Quantum Foods disclosed in a previous filing that West Liberty has
separately reached agreement with Griffin Capital for the purchase
of the land, improvements and fixtures related to the facilities.

The company said some of the equipment are difficult to remove
from the facilities, and it is unlikely that any other buyer would
pay more for the equipment than the consideration set forth in its
sale agreement with West Liberty.

First Industrial is represented by:

   William J. Barrett
   Barack Ferrazzano Kirschbaum
   & Nagelberg LLP
   200 West Madison Street, Suite 3900
   Chicago, IL 60606
   Phone: (312) 984-3100
   Fax: (312) 984-3150
   Email: william.barrett@bfkn.com

GECC is represented by:

   Kurt F. Gwynne, Esq.
   Lucy Qiu, Esq.
   Reed Smith LLP
   1201 Market Street, Suite 1500
   Wilmington, DE 19801
   Phone: (302) 778-7550
   Fax: (302) 778-7575
   Email: kgwynne@reedsmith.com
          lqiu@reedsmith.com

Griffin Capital is represented by:

   Michelle McMahon, Esq.
   Bryan Cave LLP
   1290 Avenue of the Americas
   New York, NY 10104-3300
   Phone: (212) 541-2000
   Fax: 541-4630
   Email: michelle.mcmahon@bryancave.com

PNC is represented by:

   Martin J. Weis, Esq.
   Dilworth Paxson LLP
   704 King Street, Suite 500
   P.O. Box 1031
   Wilmington, Delaware 19899-1031
   Phone: (302) 571-9800
          (302) 571-8875
   Email: mweis@dilworthlaw.com

Sugar Creek is represented by:

   William P. Bowden, Esq.
   Stacy L. Newman, Esq.
   Ashby & Geddes
   500 Delaware A venue, 8th Floor
   P.O. Box 1150
   Wilmington, Delaware 19899
   Phone: (302) 654-1888
   Fax: 654-2067
   Email: wbowden@ashby-geddes.com
          snewman@ashby-geddes.com

TCF Equipment is represented by:

   Johnna M. Darby, Esq.
   Darby | Brown-Edwards LLC
   I.M. Pei Building
   1105 N. Market Street, Suite 1600
   Wilmington, Delaware 19801
   Main: (302) 442-7820
   Fax: (302) 442-7821
   Email: jmd@darbybrownedwards.com

                        About Quantum Foods

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

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

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

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

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

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


QUANTUM FOODS: Seeks Approval to Settle Claims vs CFS, et al.
-------------------------------------------------------------
Quantum Foods, LLC has filed a motion seeking court approval for a
deal that would resolve its claims and allow the company to
recover $1 million.

The claims stemmed from the company's 2010 supply agreement with
Chinese Foods Solutions Inc., Asian Food Solutions Inc. and two
shareholders.  The agreement allowed CFS to purchase products from
Quantum in exchange for financial accommodations and a security
interest in CFS' and Asian Foods' personal property.

Under the settlement, CFS, Asian Food and the shareholders are
required to make a lump-sum payment of $1 million and to provide
evidence that they obtained a new performance bond in an amount of
$1.7 million or greater and have presented it to the USDA.

Both sides also agreed to release each other from all claims tied
to the supply agreement.
Judge Kevin Carey of U.S. Bankruptcy Court for the District of
Delaware will hold a hearing on June 26 to consider approval of
the settlement.

                        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.


RESIDENTIAL CAPITAL: Trustee Seeks to Cut Directors' Counsel Fees
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Residential Capital LLC liquidating trustee wants
the bankruptcy judge to cut 23 percent off the fees sought by
Morrison Cohen LLP, the New York-based law firm that represented
the company's independent directors.

According to the report, U.S. Bankruptcy Judge Martin Glenn should
disallow $987,677 of the $4.2 million in fees sought by the
"estate-subsidized counsel" representing independent directors
because such fees aren't reasonable and necessary, the liquidating
trustee said in court papers.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.  The Plan became effective on Dec. 17,
2013.


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

     Debtor                                 Case No.
     ------                                 --------
     Revel AC, Inc.                         14-22654
     500 Boardwalk
     Atlantic City, NJ 08401

     Revel AC, LLC                          14-22655

     Revel Atlantic City, LLC               14-22658

     Revel Entertainment Group, LLC         14-22659

     NB Acquisition, LLC                    14-22660

     SI LLC                                 14-22661

Type of Business: Hospitality & Gaming

Chapter 11 Petition Date: June 19, 2014

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

Judge: Hon. Gloria M. Burns

Debtors' Counsel: John K. Cunningham, Esq.
                  Richard S. Kebrdle, Esq.
                  Kevin M. McGill, Esq.
                  Alfred J. Lechner, Jr.
                  WHITE & CASE, LLP
                  1155 Avenue of the Americas
                  New York, NY 10036
                  Tel: 212-819-8200
                  Fax: 212-354-8113
                  Email: jlechner@whitecase.com
                         jcunningham@whitecase.com
                         rkebrdle@whitecase.com
                         kmcgill@whitecase.com

                    - and -

                  Michael J. Viscount, Jr., Esq.
                  Raymond M. Patella, Esq
                  FOX ROTHSCHILD, LLP
                  1301 Atlantic Avenue, Suite 400
                  Midtown Building
                  Atlantic City, NJ 08401
                  Tel: (609) 572-2227
                  Email: mviscount@foxrothschild.com
                         rpatella@foxrothschild.com

Debtors'
Claims and
Noticing
Agent:            Vanessa A Pogue
                  ALIXPARTNERS, LLP
                  2101 Cedar Springs Road, Suite 1100
                  Dallas, TX 75201
                  Tel: 201-647-7564
                  Email: vpogue@alixpartners.com

Estimated Assets: $500 million to $1 billion

Estimated Debts: $500 million to $1 billion

The petitions were signed by Scott Kreeger, president and chief
operating officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
ACR Energy Partners LLC                              $9,604,058
Attn: Dave Robbins
PO Box 152
Hammonton, NJ 08037

National Union Fire Ins. of Pit                      $5,926,595
175 Water Street
New York, NY 10038

PHD Media LLC                                        $2,034,042
220 East 42nd Street, 7th Floor
New York, NY 10017

Atlantic City Alliance                                 $999,259
Historic Boardwalk Hall
2301 Boardwalk
Atlantic City, NJ 08401

NJ DOL & Worldforce Development                        $895,061
Attn: Bankruptcy Unit
PO Box 379
Trenton, NJ 08625

U.S. Foods Inc.                        Trade           $379,974
2255 Hight Hill Road
Bridgepoint, NJ 08014-0545

CRDA                                   Trade           $298,815
15 S Pennsylvania Avenue
Atlantic City, NJ 08401

IGT                                                    $259,699
Attn: Dea/Credit
6355 S. Buffalo Drive
Las Vegas, NY 89113-7866

Casino Control Fund                                    $259,496
Tennessee Ave. & Boardwalk
Atlantic City, NJ 08401

The Media & Marketing Group            Trade           $202,279

Bunzl                                  Trade           $159,568

Schindler                              Trade           $152,746

Soble Westex                           Trade           $149,478

Idea Boardwalk LLC                     Trade           $147,636

Siemens Industry Inc.                  Trade           $141,784

American Cut                           Trade           $141,579

Encore Event Technologies              Trade           $136,113

International Business Machine         Trade           $128,563

SHFL Entertainment                     Trade           $127,889

Purchasing Management Int'l            Trade           $118,523

TV Group LLC                           Trade           $108,192

Exhale Mind Body Spa                   Trade           $102,917

Amada                                  Trade           $101,755

Sysco Guest Supply LLC                 Trade            $89,541

Paris Produce Company                  Trade            $75,501

A Esposito Inc.                        Trade            $71,229

Azure LLC                              Trade            $67,066

A&M Industrial                         Trade            $65,383

Lugo AC LLC                            Trade            $61,646

Casino Lobster                         Trade            $60,245


RICEBRAN TECHNOLOGIES: Selling $7.5 Million Common Shares
---------------------------------------------------------
RiceBran Technologies announced the pricing of an underwritten
public offering of 1,417,500 shares of the Company's common stock
priced at $5.29 per share and warrants to purchase 708,750 shares
of the Company's common stock at $0.01 per warrant.  The warrants
will be exercisable immediately upon issuance at $5.87 per share,
which represents the closing price on June 19, 2014.

The gross proceeds to RiceBran Technologies from this offering are
expected to be approximately $7.5 million, excluding any future
proceeds from the potential exercise of the warrants and before
deducting underwriting discounts and commissions and other
estimated offering expenses payable by the Company.  The offering
is expected to close on or about June 25, 2014, subject to the
satisfaction of customary closing conditions.

Maxim Group LLC acted as sole book-running manager for the
offering.  On June 20, 2014, RiceBran entered into an Underwriting
Agreement with Maxim Group as representative for the several
underwriters.

The securities will be issued by RiceBran Technologies pursuant to
a shelf registration statement that was previously filed with, and
declared effective by, the Securities and Exchange Commission
(SEC).  Preliminary and final prospectus supplements related to
the offering have been filed with the SEC and are available on the
SEC's Web site located at www.sec.gov.

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

                  Registers 2.9MM Shares for Resale

The Company also filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement covering the sale or
or other disposition from time to time of up to 2,937,256 shares
of the Company's common stock, including 1,756,689 shares issuable
upon exercise of a warrant, by J. Victor Samuels & Barbara G.
Samuels Jt. Ten., AIGH Investment Partners LP, Larry Horn, et al.

The Company is not offering any shares of its common stock for
sale under this prospectus.  The Company will not receive any of
the proceeds from the sale or other disposition of the shares of
its common stock by the selling stockholders, other than any
proceeds from the cash exercise of the warrant to purchase shares
of the Company's common stock.

The Company's common stock is listed on the NASDAQ Capital Market
under the symbol "RIBT".  On June 19, 2014, the last reported sale
price of the Company's common stock was $5.87 per share.

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

                         http://is.gd/wMHbOu

                           About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

RiceBran Technologies reported a net loss of $17.64 million on
$35.05 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $11.13 million on $37.72 million of
revenues for the year ended Dec. 31, 2012.  As of March 31, 2014,
the Company had $52.66 million in total assets, $40.78 million in
total liabilities, $6.42 million in temporary equity and $5.44
million in total equity attributable to the Company shareholders.

BDO USA, LLP, in Phoenix, Arizona, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations
resulting in an accumulated deficit of $219 million at Dec. 31,
2013.  This factor among other things, raises substantial doubt
about its ability to continue as a going concern.


RESTORGENEX CORP: Obtains $7.1 Million From Private Placement
-------------------------------------------------------------
RestorGenex Corporation issued and sold an aggregate of 1,778,750
shares of common stock, and warrants to purchase an aggregate of
533,625 shares of common stock for an aggregate purchase price of
$7,115,000 in cash.  The purchase price of each share of Common
Stock was $4.00.

In connection with the Private Placement, the Company paid to
Maxim Group LLC commissions of $711,500.  Additionally, the
Company issued to the Placement Agent Warrants to purchase 177,875
shares of Common Stock.

The Warrants are exercisable in whole or in part, at an initial
exercise price per share of $4.80, and may be exercised in a
cashless exercise if the Company does not have an effective
registration statement covering the resale of the shares
underlying the Warrants at the time of exercise.  The exercise
price and number of shares of Common Stock issuable under the
Warrants are subject to adjustments for stock dividends, splits,
combinations and similar events.  The Warrants may be exercised at
any time upon the election of the holder beginning on the date of
issuance and ending on the fourth anniversary of the date of
issuance.

The Company also entered into Registration Rights Agreements with
the Investors, which sets forth the rights of the Investors to
have their shares of Common Stock purchased in the Private
Placement and the shares of Common Stock issuable upon the
exercise of the Warrants registered with the Securities and
Exchange Commission for public resale under the Securities Act.
Pursuant to the Registration Rights Agreements, the Company is
required to file a registration statement with the SEC within 30
days of the closing of the final closing of Private Placement
registering the total number of shares of Common Stock purchased
in the Private Placement, the Placement Agent Shares and the
shares of Common Stock issuable upon exercise of the Warrants and
the Placement Agent Warrants.

                         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.


SECUREALERT INC: Amends 236,469 Shares Resale Prospectus
--------------------------------------------------------
SecureAlert, Inc., amended its prospectus relating to the offer
and resale by Eli Sabag of up to 236,469 shares of common stock,
par value $0.0001 of the Company, issued in connection with the
acquisition by SecureAlert of GPS Global Tracking and Surveillance
System Ltd. from Eli Sabag, the sole owner.  The Company amended
the registration statement to delay its effective date.

Certain of the Shares are held in escrow and to be delivered to
Selling Shareholder upon satisfaction of certain conditions
contained in the escrow agreement among SecureAlert, Mr. Sabag and
the escrow agent identified in that agreement.  Closing of the
acquisition of GPS Global occurred on April 1, 2014.

The Company is not selling any securities under this prospectus
and will not receive any of the proceeds from the sale or other
disposition of the Shares by Mr. Sabag.  The Company will pay the
expenses incurred in registering the Shares, including legal and
accounting fees.

The Company's Common Stock is currently quoted on the OTC Markets
(OTCQB) under the symbol "SCRA."  On April 28, 2014, the last
reported sale price of the Company's Common Stock was $18.00 per
share.

A full-text copy of the amended prospectus is available for free
at http://is.gd/L8pQ2D

                          About SecureAlert

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

SecureAlert incurred a net loss attributable to the Company's
common stockholders of $18.95 million for the year ended Sept. 30,
2013, following a net loss attributable to the Company's common
stockholders of $19.93 million for the fiscal year ended Sept. 30,
2012.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, 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 incurred losses, negative cash
flows from operating activities, notes payable in default and has
an accumulated deficit.  These conditions raise substantial doubt
about its ability to continue as a going concern.

The Company's balance sheet at March 31, 2014, showed $44.80
million in total assets, $18.71 million in total liabilities and
$26.08 million in total equity.


RITE AID: Reports $41.4 Million Net Income in First Quarter
-----------------------------------------------------------
Rite Aid Corporation reported net income of $41.44 million on
$6.46 billion of revenues for the 13 weeks ended May 31, 2014, as
compared with net income of $89.66 million on $6.29 billion of
revenues for the 13 weeks ended June 1, 2013.

The Company's balance sheet at May 31, 2014, showed $6.94 billion
in total assets, $8.99 billion in total liabilities and a $2.04
billion total stockholders' deficit.

"In the first quarter, we delivered a strong store operating
performance, highlighted by increases in same-store sales and
same-store prescription count," said Rite Aid Chairman and CEO
John Standley.  "As we work through managing the higher-than-
expected drug costs and reimbursement rate pressure that affected
our financial results for the quarter, we remain focused on
executing our strategy to expand our health care offering and
transform Rite Aid into a growing retail health care company."

Rite Aid has confirmed its fiscal 2015 guidance, which was updated
on June 5, 2014.  Sales are expected to be between $26.0 billion
and $26.5 billion and same store sales to range from an increase
of 2.50 percent to an increase of 4.50 percent over fiscal 2014.
Adjusted EBITDA (which is reconciled to net income on the attached
table) guidance is expected to be between $1.275 billion and
$1.350 billion and net income is expected to be between $298.0
million and $408.0 million or income per diluted share of $0.30 to
$0.40.  Capital expenditures are expected to be approximately $525
million.

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

                         http://is.gd/j5fSpF

                        Registers 69MM Shares

Rite Aid filed with the SEC a Form S-8 registration statement to
register 69,022,664 shares of common stock issuable under the
Company's 2014 Omnibus Equity Plan for a proposed maximum
aggregate offering price of $487,990,234.  A full-text copy of the
Form S-8 prospectus is available at http://is.gd/bw6HBa

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid Corp., including
the corporate credit rating, which S&P raised to 'B' from 'B-'.

In the April 21, 2014, edition of the TCR, Fitch Ratings has
upgraded its ratings on Rite Aid Corporation (Rite Aid), including
its Issuer Default Rating (IDR) to 'B' from 'B-'.  The upgrades
reflect the material improvement in the company's operating
performance, credit metrics and liquidity profile over
the past 24 months.


SKILLED HEALTHCARE: New Debt Amendment No Impact on Moody's CFR
---------------------------------------------------------------
Moody's Investors Service commented that Skilled Healthcare Group,
Inc.'s proposed amendment to its senior secured credit facilities
widens covenant headroom and extends the revolver maturity,
modestly improving the company's liquidity profile. However, the
company's ratings, including the B2 corporate family rating and
SGL-3 liquidity rating, are not currently impacted.

Headquartered in Foothill Ranch, CA, Skilled Healthcare Group,
Inc. ("Skilled Healthcare") operates long-term care facilities and
provides a variety of post-acute care services. The company
operates skilled nursing facilities ("SNF"), assisted living
facilities, hospice and home health locations. Further, the
company provides ancillary services such as physical, occupational
and speech therapy in its facilities and unaffiliated facilities
as well as is a member of a joint venture providing institutional
pharmacy services in Texas. Skilled Healthcare recognized revenues
of approximately $872 million for the last twelve months ended
March 31, 2013. Skilled Healthcare is a publicly traded company
(NYSE: SKH).


SPECIALTY HOSPITAL: Taps Pillsbury Winthrop as Bankruptcy Counsel
-----------------------------------------------------------------
Specialty Hospital of Washington, LLC asks the U.S.
Bankruptcy Court for permission to employ Pillsbury Winthrop Shaw
Pittman LLP as Debtor's bankruptcy counsel.

The firm will, among other things, provide these services:

   a. advise the Debtors of their rights, powers and duties as
      debtors and debtors in possession;

   b. assist the Debtors in preparing their schedules and
      statements of financial affairs; and

  c. assist the Debtors with the legal implications and facets
     of formulating business plans and resolving their Chapter 11
     Cases with various creditor constituencies.

The firm's rates are:

                                  Unadjusted      Applicable
  Name                Seniority      Rates          Rates
  ----                ---------   -----------    -----------
Andrew M. Troop         Partner     $995.00        $850.00
Gerry Hinkley           Partner     $845.00        $720.00
Christopher R. Mirick   Partner     $835.00        $710.00
Patrick J. Potter       Partner     $820.00        $690.00
Allen Briskin           Counsel     $665.00        $620.00
Jerry L. Hall           Counsel     $640.00        $595.00
Dania Slim              Senior      $595.00        $525.00
                       Associate
Ada C. Wall            Associate    $595.00        $525.00
Kristi V. Kung         Associate    $565.00        $495.00
Matthew J. Oliver      Associate    $545.00        $480.00
Caitlin B. Bloom       Associate    $440.00        $385.00
Dina E. Yavich         Associate    $405.00        $355.00
Anna S. Han            Associate    $370.00        $325.00

The Debtors provided Pillsbury with a $200,000 retainer. Subject
to notice, objection opportunity and hearing, Pillsbury will
submit a fee application seeking court approval to apply the
$200,000 Retainer to satisfy up to $200,000 of the bankruptcy-
related services provided by Pillsbury prior to May 21, 2014.

Patrick J. Potter, member of the firm of Pillsbury Winthrop
Shaw Pittman LLP, attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

          Patrick Potter, Esq.
          Jerry Hall, Esq.
          Dania Slim, Esq.
          PILLSBURY WINTHROP SHAW PITTMAN LLP
          2300 N Street, NW
          Washington, DC 20037-1122
          Tel: (202) 663-8000
          Fax: (202) 663-8007
          E-mail: patrick.potter@pillsburylaw.com
                  jerry.hall@pillsburylaw.com
                  dania.slim@pillsburylaw.com

              - and -

          Andrew M. Troop, Esq.
          PILLSBURY WINTHROP SHAW PITTMAN LLP
          1540 Broadway
          New York, NY 10036-4039
          Tel: (212) 858-1000
          Fax: (212) 858-1500
          E-mail: andrew.troop@pillsburylaw.com

                    About Specialty Hospital

Specialty Hospital of America LLC operates nursing home
facilities and long-term acute care hospitals.

On April 23, 2014, an involuntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-
10935) was filed against Specialty Hospitals of Washington, LLC
("SHDC").

Capitol Hill Group and five other alleged creditors who signed the
involuntary bankruptcy petition are represented by Stephen W.
Spence, Esq., at Phillips, Goldman & Spence, in Wilmington,
Delaware.  Capitol Hill Group claims to be owed $1.66 million on a
lease for non-residential real property while another creditor,
Metropolitan Medical Group, LLC, claims $837,000 for physician
services.  The petitioners assert $2.69 million in total claims.

On May 9, 2014, the Delaware court transferred the case to
Washington, D.C. (Bankr. D.C. Case No. 14-00279).

On May 21, 2014, SHDC filed an answer and consent for relief under
Chapter 11.  Also on May 21, six affiliates of SHDC, including
Specialty Hospital of America, LLC filed for Chapter 11
protection.  The U.S. Bankruptcy Court entered an order directing
the joint administration the cases under Specialty Hospital of
Washington, LLC, Case No. 14-00279.

The Debtors announced plans to sell all of their assets in
exchange for a $15 million debtor-in-possession loan from Silver
Point Capital, which will allow the Debtors to continue operating
through the bankruptcy process.

Specialty Hospital of America estimated between $10 million and
$50 million in assets and between $50 million and $100 million in
liabilities in its bankruptcy petition.

The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP
as counsel.  Alvarez and Marsal Healthcare Industry Group, LLC,
serves as the Debtors' financial advisor.  Cain Brothers &
Company, LLC, is the Debtors' investment banker.

The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors.


SPECIALTY HOSPITAL: Hires Kurtzman Carson as Claims Agent
---------------------------------------------------------
Specialty Hospital of Washington, LLC asks the U.S. Bankruptcy
Court to employ Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent for the Debtors and the Clerk of the
Court.

The firm will, among other things, provide these services:

a. prepare and serve required notices in the Debtors' chapter 11
   cases, including:

      i. notice of the commencement of these cases and the initial
         meeting of creditors under 11 U.S.C. section 341(a);

     ii. notice of any auction sale hearing;

    iii. notice of the claims bar date;

     iv. notice of objection to claims;

      v. notice of any hearings on a disclosure statement and
         confirmation of a plan of reorganization; and

     vi. other miscellaneous notices to any entities, as the
         Debtors or the Court may deem necessary or appropriate
         for an orderly administration of the Debtors' chapter 11
         cases.

b. after service of a particular notice, file with the Clerk's
   office a certificate or affidavit of service that includes a
   copy of the notice involved, a list of persons that were
   served, and the date and manner of service; and

c. maintain copies of all proofs of claim and proofs of interest
   filed in these cases.

Pursuant to the Agreement, KCC required an initial retainer of
$15,000 prior to the commencement of the engagement, which the
Debtors paid on May 21, 2014.  KCC will be compensated in the
ordinary course of business based on the services it provides at
the rates set forth in the Agreement and the schedule of fees and
charges attached thereto, and will not be required to file interim
or final applications in the Debtors' cases for fees or expenses
paid in accordance with the Agreement.

Evan Gershbein, Senior Vice President of Corporate Restructuring
Services, attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The firm's rates are:

          Position Discounted                    Hourly Rate
          -------------------                    -----------
          Executive Vice President                    Waived
          Director/Senior Managing Consultant           $175
          Consultant/Senior Consultant              $70-$160
          Technology/Programming Consultant         $45-$85
          Project Specialist                        $50-$95
          Clerical                                  $30-$50

                    About Specialty Hospital

Specialty Hospital of America LLC operates nursing home
facilities and long-term acute care hospitals.

On April 23, 2014, an involuntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-
10935) was filed against Specialty Hospitals of Washington, LLC
("SHDC").

Capitol Hill Group and five other alleged creditors who signed the
involuntary bankruptcy petition are represented by Stephen W.
Spence, Esq., at Phillips, Goldman & Spence, in Wilmington,
Delaware.  Capitol Hill Group claims to be owed $1.66 million on a
lease for non-residential real property while another creditor,
Metropolitan Medical Group, LLC, claims $837,000 for physician
services.  The petitioners assert $2.69 million in total claims.

On May 9, 2014, the Delaware court transferred the case to
Washington, D.C. (Bankr. D.C. Case No. 14-00279).

On May 21, 2014, SHDC filed an answer and consent for relief under
Chapter 11.  Also on May 21, six affiliates of SHDC, including
Specialty Hospital of America, LLC filed for Chapter 11
protection.  The U.S. Bankruptcy Court entered an order directing
the joint administration the cases under Specialty Hospital of
Washington, LLC, Case No. 14-00279.

The Debtors announced plans to sell all of their assets in
exchange for a $15 million debtor-in-possession loan from Silver
Point Capital, which will allow the Debtors to continue operating
through the bankruptcy process.

Specialty Hospital of America estimated between $10 million and
$50 million in assets and between $50 million and $100 million in
liabilities in its bankruptcy petition.

The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP
as counsel.  Alvarez and Marsal Healthcare Industry Group, LLC,
serves as the Debtors' financial advisor.  Cain Brothers &
Company, LLC, is the Debtors' investment banker.

The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors.


SPENDSMART PAYMENTS: Now Known as "SpendSmart Networks, Inc."
-------------------------------------------------------------
SpendSmart Networks, Inc., held its annual meeting of stockholders
on June 16, 2014, at which the stockholders:

   (1) elected Alex Minicucci, William Hernandez, Isaac Blech,
       Joseph Proto, Cary Sucoff, Patrick Kolenik, Ka Cheong
       Christopher Leong, Jerold Rubinstein and Michael R. McCoy
       to the Board of Directors to serve until the 2015 Annual
       Meeting of Stockholders;

   (2) ratified the appointment of EisnerAmper LLP as the
       Company's independent registered public accountants for the
       Company for the fiscal year ending Sept. 30, 2014;

   (3) approved a non-binding advisory resolution supporting the
       compensation of the Company's named executive officers;

   (4) approved a non-binding advisory vote regarding the
       holding of future non-binding advisory votes relating to
       executive officer compensation every year;

   (5) approved an amendment to The SpendSmart Payments Company
       2013 Equity Incentive Plan increasing the number of shares
       under the plan from 3,000,000 to 10,000,000;

   (6) approved a proposal to authorize the Company to re-
       incorporate in the State of Delaware; and

   (7) approved a change to the Company's Articles of
       Incorporation changing the name of the Company from "The
       SpendSmart Payments Company" to "SpendSmart Networks, Inc."

Effective as of June 20, 2014, after the approval by a majority
holders of the voting securities of The SpendSmart Payments
Company, the Company and The SpendSmart Payments Company, entered
into a Plan of Conversion whereby the Company converted its state
of domiciliation from Colorado to Delaware.  In conjunction with
the execution of the Plan of Conversion, the Company filed a
Certificate of Conversion in each of the States of Delaware and
Colorado.  As a result of the Re-Domiciliation, the Company filed
its Certificate of Incorporation in Delaware and adopted By-Laws.

Effective as of June 20, 2014, SpendSmart Networks, Inc. f/k/a The
SpendSmart Payments Company filed an amendment to its newly
adopted Delaware Certificate of Incorporation to change its name
to "SpendSmart Networks, Inc.".

                         About SpendSmart

San Diego, Cal.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Spendsmart Payments incurred a net loss and comprehensive loss
of $12.58 million on $1.02 million of revenues for the year ended
Sept. 30, 2013, as compared with a net loss and comprehensive loss
of $21.09 million on $1 million of revenues during the prior year.
The Company's balance sheet at March 31, 2014, showed $14.68
million in total assets, $2.44 million in total liabilities and
$12.24 million in total stockholders' equity.

EisnerAmper LLP, in Iselin, New Jersey, 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 incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2013.  These factors among others
raise substantial doubt about the ability of the Company to
continue as a going concern.


STANADYNE CORP: S&P Raises CCR to 'B-' on Debt Repayment
--------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit ratings on Stanadyne Corp. and its parent,
Stanadyne Holdings Inc., to 'B-' from 'CCC' and removed the
ratings from CreditWatch with positive implications, where S&P had
placed them on April 30, 2014.  The outlook is stable.

S&P then withdrew its ratings on both companies, including the
corporate credit ratings, at their request.  All of the rated debt
have been repaid.

"The rating actions follow Stanadyne's completion of the sale its
filtration business to Clarcor Inc. and the subsequent repayment
of its rated debt obligations," said Standard & Poor's credit
analyst Dan Picciotto.  S&P's previous 'CCC' corporate credit
rating on the company reflected the risks of a default associated
with the looming maturities on the now repaid debt obligations.

The 'B-' corporate credit rating reflects S&P's view of
Stanadyne's business risk profile as "vulnerable" because the
remaining company has less scale and diversity as well as lower
profitability.  S&P believes the filtration business represented a
relatively steady and profitable portion of the company's sales.
However, S&P expects the remaining company to benefit from the
ramp up of its sizable high pressure gasoline pump for General
Motors Co. in 2014.

Following the transaction, S&P now views Stanadyne's liquidity as
"adequate" because its sizable, looming debt maturities have been
addressed.  However, a financial sponsor still owns Stanadyne, and
we believe this limits the potential for a favorable reassessment
of the company's financial risk profile.


T & H CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: T & H Construction, Inc.
        Post Office Box 951
        Prescott, AZ 86301

Case No.: 14-09452

Chapter 11 Petition Date: June 19, 2014

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

Judge: Hon. Daniel P. Collins

Debtor's Counsel: Brian N. Spector, Esq.
                  SCHNEIDER & ONOFRY, P.C.
                  3101 North Central Avenue, Suite 600
                  Phoenix, AZ 85012-2658
                  Tel: 602-200-1295
                  Fax: 602-230-8985
                  Email: bspector@soarizonalaw.com

Total Assets: $1.26 million

Total Liabilities: $1.33 million

The petition was signed by W.L. Tracey, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb14-09452.pdf


TITAN ENERGY: Incurs $624,000 Net Loss in First Quarter
-------------------------------------------------------
Titan Energy Worldwide, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $624,111 on $4.74 million of net sales for the three
months ended March 31, 2014, as compared with a net loss of
$279,559 on $4.65 million of net sales for the same period in
2013.

The Company's balance sheet at March 31, 2014, showed $6.15
million in total assets, $10.30 million in total liabilities and a
$4.15 million total stockholders' deficit.

"The Company believes it can be profitable for the year 2014 as
some of the factors that created the loss were due to extreme
weather conditions and Management believes it has put into place
new processes and procedures that should mitigate the impact of
these types of conditions in the future.  In addition, the Company
is in the process of restructuring its balance sheet.  If
successful, this should allow the Company to gain access to
capital at a reduced rate.  However, the accumulated deficit and
the notes that are in default raise substantial doubt as to the
Company's ability to continue as a going concern," the Company
stated in the Form 10-Q.

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

                        http://is.gd/7HxeT1

                        About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.

Titan Energy reported net profit of $108,215 on $21.89 million of
net sales for the year ended Dec. 31, 2013, as compared with a net
loss of $1.65 million on $19.15 million of net sales during the
prior year.


TRANS-LUX CORP: Reports Improved First Quarter Results
------------------------------------------------------
Trans-Lux Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $162,000 on $6.46 million of total revenues for the three
months ended March 31, 2014, as compared with a net loss of
$304,000 on $4.09 million of total revenues for the same period
last year.

As of March 31, 2014, the Company had $18.48 million in total
assets, $17.24 million in total liabilities and $1.23 million in
total stockholders' equity.

"We now have an LED Lighting company that is producing revenue
with a new line of LED displays, which is creating a stronger
pipeline for our business," said President and Chief Executive
Officer J.M. Allain.  "I believe the remainder of 2014 will be a
busy and challenging year for Trans-Lux as we continue to unlock
new opportunities and work with our Board of Directors to
strengthen our balance sheet."

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

                       http://is.gd/IKqCmm

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux Corporation reported a net loss of $1.86 million on
$20.90 million of total revenues for the year ended Dec. 31, 2013,
as compared with a net loss of $1.36 million on $23.02 million of
total revenues in 2012.

BDO USA, LLP, in Melville, NY, 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 significant working capital deficiency that raise substantial
doubt about its ability to continue as a going concern.  Further,
the Company is in default of the indenture agreements governing
its outstanding 9 1/2 Subordinated debentures which was due in
2012 and its 8 1/4 percent Limited convertible senior subordinated
notes which was due in 2012 so that the trustees or holders of 25
percent of the outstanding Debentures and Notes have the right to
demand payment immediately.  Additionally, the Company has a
significant amount due to their pension plan over the next 12
months.


TRAVELPORT LIMITED: Parent to Swap Notes with 113.6MM Shares
------------------------------------------------------------
To further strengthen the Company's capital structure, Travelport
Worldwide Limited, Travelport Limited's ultimate parent company,
entered into separate, individually negotiated private exchange
agreements to exchange an aggregate of $181.7 million of the
Company's 11 7/8% Senior Subordinated Dollar Notes due 2016,
10 7/8% Senior Subordinated Euro Notes due 2016, 13 7/8% Senior
Fixed Rate Notes and Senior Floating Rate Notes due 2016 into
common shares, par value $0.0002, of Travelport Worldwide at a
value of $1.64 per Common Share.

An aggregate of approximately 113.6 million Common Shares will be
issued in the exchanges, which brings the Company's fully diluted
shares outstanding to approximately 1.04 billion.  The Company
continue to assess and evaluate potential capital markets
transactions, including potential debt-for-equity exchanges and
similar transactions.  The Company can give no assurances that it
will pursue or consummate those transactions as they are
dependent, among other things, on market conditions and other
factors that are inherently unpredictable.

                     About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

For the year ended Dec. 31, 2013, the Company reported a net loss
attributable to the Company of $192 million on $2.07 billion of
net revenue as compared with a net loss attributable to the
Company of $236 million on $2 billion of net revenue in 2012.
The Company's balance sheet at Dec. 31, 2013, showed $3.08 billion
in total assets, $4.39 billion in total liabilities and a $1.31
billion total deficit.

                           *     *     *

As reported by the TCR on May 1, 2013, Standard & Poor's Ratings
Services said that it raised its long-term corporate credit
ratings on Travelport Holdings Ltd. and indirect primary operating
subsidiary Travelport LLC (together, Travelport) to 'CCC+' from
'SD' (selective default).  The rating action follows S&P's review
of Travelport's business and financial risk profiles after it
downgraded the group to 'SD' on April 16, 2013.


UTECH PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Utech Properties, LLC
        210 W. University, #7
        Rochester, MI 48307

Case No.: 14-50312

Chapter 11 Petition Date: June 19, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Marci B McIvor

Debtor's Counsel: Michael I. Zousmer, Esq.
                  ZOUSMER LAW GROUP PLC
                  310 Franklin Center
                  29100 Northwestern Hwy.
                  Southfield, MI 48034
                  Tel: 248-351-0099
                  Fax: 248-351-0487
                  Email: michael@zlawplc.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Duane Utech, owner.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb14-50312.pdf


VALLEY BANK, FORT LAUDERDALE: Landmark Bank Assumes All Deposits
----------------------------------------------------------------
Valley Bank, Fort Lauderdale, Florida, was closed by the Florida
Office of Financial Regulation, which appointed the Federal
Deposit Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Landmark Bank, National Association, Fort
Lauderdale, Florida, to assume all of the deposits of Valley Bank.

The four branches of Valley Bank will reopen Monday as branches of
Landmark Bank, National Association during their normal business
hours.  Depositors of Valley Bank will automatically become
depositors of Landmark Bank, National Association.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.

Customers of Valley Bank should continue to use their current
branch until they receive notice from Landmark Bank, National
Association that systems conversions have been completed to allow
full-service banking at all branches of Landmark Bank, National
Association.

Depositors of Valley Bank can continue to access their money by
writing checks or using ATM or debit cards.  Checks drawn on the
bank will continue to be processed.  Loan customers should
continue to make their payments as usual.

As of March 31, 2014, Valley Bank had approximately $81.8 million
in total assets and $66.5 million in total deposits.  In addition
to assuming all of the deposits of Valley Bank, Landmark Bank,
National Association agreed to purchase essentially all of the
failed bank's assets.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $7.7 million.  Compared to other alternatives,
Landmark Bank, National Association's acquisition was the least
costly resolution for the FDIC's DIF.  Valley Bank is the 11th
FDIC-insured institution to fail in the nation this year, and the
first in Florida.  The last FDIC-insured institution closed in the
state was Bank of Jackson County, Graceville, on October 30, 2013.


VALLEY BANK, MOLINE: Great Southern Bank Assumes All Deposits
-------------------------------------------------------------
Valley Bank, Moline, Illinois, was closed by the Illinois
Department of Financial & Professional Regulation - Division of
Banking, which appointed the Federal Deposit Insurance Corporation
(FDIC) as receiver.  To protect the depositors, the FDIC entered
into a purchase and assumption agreement with Great Southern Bank,
Reeds Spring, Missouri, to assume all of the deposits of Valley
Bank.

The 13 branches of Valley Bank will reopen as branches of Great
Southern Bank during their normal business hours.  Depositors of
Valley Bank will automatically become depositors of Great Southern
Bank.  Deposits will continue to be insured by the FDIC, so there
is no need for customers to change their banking relationship in
order to retain their deposit insurance coverage up to applicable
limits.

Customers of Valley Bank should continue to use their current
branch until they receive notice from Great Southern Bank that
systems conversions have been completed to allow full-service
banking at all branches of Great Southern Bank.

Depositors of Valley Bank can continue to access their money by
writing checks or using ATM or debit cards. Checks drawn on the
bank will continue to be processed.  Loan customers should
continue to make their payments as usual.

As of March 31, 2014, Valley Bank had approximately $456.4 million
in total assets and $360.0 million in total deposits.  In addition
to assuming all of the deposits of Valley Bank, Great Southern
Bank agreed to purchase approximately $375.4 million of the failed
bank's assets.  The FDIC will retain the remaining assets for
later disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $51.4 million.  Compared to other alternatives,
Great Southern Bank's acquisition was the least costly resolution
for the FDIC's DIF. Valley Bank is the 10th FDIC-insured
institution to fail in the nation this year, and the third in
Illinois.  The last FDIC-insured institution closed in the state
was AztecAmerica Bank, Berwyn, on May 16, 2014.


VAREL INTERNATIONAL: Moody's Withdraws B3 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings on
Varel International Energy Funding Corp. following its acquisition
by Stockholm, Sweden based Sandvik AB (unrated) on May 21, 2014,
which resulted in the full repayment of Varel's rated debt.  The
ratings withdrawn include the B3 Corporate Family Rating, B3-PD
Probability of Default Rating, and the B3 rating on the company's
senior secured term loan and revolving credit facilities.

Ratings Rationale

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

Varel manufactures and distributes drill bits and casing and
completion tools to customers in upstream oil and gas and mining
industries around the world.


VERINT SYSTEMS: S&P Raises CCR to 'BB' Following Debt Repayment
---------------------------------------------------------------
Standard & Poor's Ratings Services raised is corporate credit
rating on Melville, N.Y.-based Verint Systems Inc. to 'BB' from
'BB-'.  The outlook is stable.  S&P also raised the rating on the
company's term loan and revolver to 'BBB-' from 'BB-', and
revising the recovery rating to '1' (indicating S&P's expectation
of very high [90-100%] recovery in the event of a payment default)
from '3'.  S&P has removed these ratings from CreditWatch, where
it placed them with positive implications on June 11, 2014.

At the same time, S&P assigned a 'B+' rating with a recovery
rating of '6' to the company's newly issued convertible senior
notes.  The '6' recovery rating indicates S&P's expectation of a
negligible (0-10%) recovery in the event of payment default.

"The upgrade reflects the reduced debt and leverage following the
equity sale and application of the proceeds to debt repayment,"
said Standard & Poor's credit analyst Jacob Schlanger.

The stable outlook reflects Standard & Poor's expectation that the
company will continue to reduce debt modestly over the coming
year, with no further significant acquisitions and successfully
integration of the recent ones.

Verint operates in the competitive security and business
intelligence industry, making software available to vendors
ranging from large diversified companies to small private-point
solution vendors.


VERITEQ INC: Appoints Former U.S. Ambassador to Board
-----------------------------------------------------
VeriTeQ Corporation has appointed Ned L. Siegel, former U.S.
Ambassador, to its Board of Directors, effective June 19, 2014.
Ambassador Siegel will replace Michael Krawitz, the Company's
chief legal and financial officer, as a director.  Mr. Krawitz is
stepping down from the Board to focus on his responsibilities as
an executive of the Company and to enable the Company to increase
its Board independence.

Ambassador Siegel is a successful entrepreneur who brings more
than 30 years of business and government experience to VeriTeQ,
and will assist the Company with its strategic development and
financing needs.

"Ned's business success speaks for itself and his reputation
throughout commercial and government circles is second-to-none,"
stated Scott R. Silverman, Chairman and CEO of VeriTeQ, stated.
"I have known Ned for many years and VeriTeQ is honored to have
him join our Board of Directors.  We are confident that Ned's
broad relationships and expertise will contribute to VeriTeQ's
accomplishments and his strategic guidance will further enhance
the Company's corporate governance."

In 1997, Ambassador Siegel founded The Siegel Group, Inc., an
international business management advisory firm, specializing in
real estate, energy, utilities, infrastructure, financial
services, oil and gas, and cyber and security technologies, with
its primary focus on the United States, Israel, the Caribbean and
Latin America markets.  The firm has an unprecedented track record
of acquiring and developing successful master plan residential
communities, corporate office developments, industrial parks, and
retail centers.

After demonstrating his success in the private sector, Ambassador
Siegel was appointed by Florida Governor Jeb Bush to serve as a
Member of the Board of Directors of Enterprise Florida, Inc.
(EFI), the state's primary organization promoting statewide
economic development through its public-private partnership.  He
served in this role for several years before being appointed by
President George W. Bush to serve as a Member of the Board of
Directors of the Overseas Private Investment Corporation (OPIC), a
development agency of the U.S Government to help U.S. businesses
invest overseas.  OPIC's mission is to foster economic development
in new and emerging markets, complement the private sector in
managing the risks associated with foreign direct investment, and
support U.S Foreign Policy.  Subsequently, Ambassador Siegel was
again honored by President George W. Bush and appointed to serve
with Ambassador John R. Bolton at the United Nations in New York
as Senior Advisor to the U.S. Mission and Representative of the
United States to the 61st Session of the United Nations General
Assembly.

In October 2007, President George W. Bush once more sought out the
service of Ambassador Siegel, appointing him to serve as the U.S.
Ambassador to the Commonwealth of The Bahamas where Mr. Siegel
served as the Chief of Mission and was responsible for all
operations of the U.S. Embassy Nassau.  His responsibilities
included oversight and management of over 200 U.S. Department of
State employees located in five separate locations throughout The
Bahamas, representing seven different government agencies.

In connection with his appointment to the Company's board of
directors, Ambassador Siegel was issued 650,000 restricted shares
of the Company's common stock.  The restricted stock vests 150,000
on Jan. 2, 2015, and 500,000 on Jan. 3, 2016.

                           About VeriTeQ

VeriTeQ (formerly known as Digital Angel Corporation) develops
innovative, proprietary RFID technologies for implantable medical
device identification, and dosimeter technologies for use in
radiation therapy treatment.  VeriTeQ offers the world's first FDA
cleared RFID microchip technology that can be used to identify
implantable medical devices, in vivo, on demand, at the point of
care.  VeriTeQ's dosimeters provide patient safety mechanisms
while measuring and recording the dose of radiation delivered to a
patient in real time.  For more information on VeriTeQ, please
visit www.veriteqcorp.com .

Veriteq Corporation reported a net loss of $15.07 million on
$18,000 of sales for the year ended Dec. 31, 2013, as compared
with a net loss of $1.60 million on $0 of sales for the year ended
Dec. 31, 2012.  As of March 31, 2014, the Company had $7.97
million in total assets, $15.19 million in total liabilities and a
$7.21 million total stockholders' deficit.

EisnerAmper LLP, in New York, 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 recurring net losses, and at Dec. 31,
2013, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.


VERSO PAPER: S&P Raises CCR to 'CCC'; Outlook Negative
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Memphis, Tenn.-based Verso Paper Holdings LLC to 'CCC'
from 'CC' and removed it from CreditWatch, where it was placed
with negative implications on Jan. 8, 2014.  The outlook is
negative.

Concurrently, S&P took the following actions on the company's
issue-level ratings:

   -- Lowered the issue-level rating on the $150 million asset-
      based loan (ABL) facility due 2017 to 'B-' from 'B+' and
      maintained the '1' recovery rating;

   -- Lowered the issue-level rating on the $50 million cash flow
      revolving credit facility due 2017 to 'CCC' from 'B+' and
      revised the recovery rating to '3' from '1';

   -- Lowered the issue level rating on the $417.9 million first-
      lien notes due 2019 to 'CCC' from 'B+' and revised the
      recovery rating to '3' from '1';

   -- Lowered the issue level rating on the $271.6 million senior
      secured notes due 2019 to 'CC' from 'CCC+' and revised the
      recovery rating to '6' from '5'; and

   -- Affirmed the 'CC' issue level ratings on the $396 million
      senior secured second priority notes and $300 million senior
      subordinated notes and removed them from CreditWatch, where
      they were placed with negative implications on Jan. 8, 2014.

The rating action reflects the expiration of the debt exchange
offer without another offer being made.  The issue-level and
recovery rating revisions incorporate S&P's reassessment of Verso
Paper's stand-alone distressed valuation following the May 2014
changes in its capital structure.  The negative outlook reflects
S&P's view that liquidity will continue to erode over the next 12
months and that the company is likely to seek another distressed
exchange or other type of capital restructuring.

"In our view, the company is likely to conduct a distressed
exchange because it is a condition for consummating its merger
agreement to acquire NewPage Holdings Inc.," said Standard &
Poor's credit analyst David Kuntz.


WEST CORP: Offering $1 Billion Senior Notes at Par
--------------------------------------------------
West Corporation announced the pricing of $1 billion in aggregate
principal amount of 5.375% senior notes due 2022 in a private
placement to eligible purchasers.  The Notes mature on July 15,
2022, and will be issued at par.

Proceeds of the Notes, together with cash on hand, will be
utilized to repurchase all of the Company's 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
offering of the Notes is expected to close on July 1, 2014,
subject to customary conditions.

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.

                            Tender Offer

West Corp is commencing a tender offer to purchase any and all of
its outstanding $500 million in aggregate principal amount of
8.625% Senior Notes due 2018 through a cash tender offer and is
commencing a tender offer to purchase up to $200 million in
aggregate principal amount of 7.875% Senior Notes due 2019 through
a cash tender offer.

In connection with the 2018 Notes Tender Offer, the Company is
also soliciting the consents of holders of its 2018 Notes to
certain proposed amendments to the indenture governing the 2018
Notes.  The primary purpose of the Consent Solicitation and
proposed amendments is to eliminate substantially all of the
restrictive covenants and certain events of default from the 2018
Notes indenture.

The Tender Offers will expire at midnight Eastern time on July 15,
2014.  Under the terms of the 2018 Notes Tender Offer, holders of
the 2018 Notes who validly tender and do not validly withdraw
their 2018 Notes and consents prior to 5:00 p.m. Eastern time on
June 30, 2014, such time and date which may be extended, will
receive the total consideration of $1,063.09 per $1,000 principal
amount of 2018 Notes, which is equal to the "tender consideration"
of $1,043.09 plus the "early tender payment" of $20.00.  Holders
of the 2018 Notes who validly tender and do not validly withdraw
their 2018 Notes and consents after the Early Tender Date, but
prior to the Expiration Date, will receive the tender
consideration, but not the early tender payment.  In both cases,
holders whose 2018 Notes are purchased in the 2018 Notes Tender
Offer will also be paid accrued and unpaid interest from the most
recent interest payment date on the 2018 Notes to, but not
including, the applicable settlement date.

Under the terms of the 2019 Notes Tender Offer, holders of the
2019 Notes who validly tender and do not validly withdraw their
2019 Notes prior to the Early Tender Date will receive the total
consideration of $1,066.29 per $1,000 principal amount of 2019
Notes, which is equal to the "tender consideration" of $1,046.29
plus the "early tender payment" of $20.00.  Holders of the 2019
Notes who validly tender and do not validly withdraw their 2019
Notes after the Early Tender Date, but prior to the Expiration
Date, will receive the tender consideration, but not the early
tender payment.  However, if at the Early Tender Date the
aggregate principal amount of 2019 Notes accepted for purchase
equals or exceeds the Maximum 2019 Notes Purchase Amount, the
Company does not expect to accept for payment any additional
tenders of 2019 Notes after the Early Tender Date.  In such event,
proration, if any, will be determined in accordance with the terms
of the 2019 Notes Tender Offer as of the Early Tender Date.  If,
at the Early Tender Date, the aggregate principal amount of 2019
Notes validly tendered and not validly withdrawn is less than the
Maximum 2019 Notes Purchase Amount, the Company expects to accept
for payment all 2019 Notes validly tendered and not validly
withdrawn at or before the Early Tender Date without proration.
In such instance, the Company also expects to accept for payment
all 2019 Notes validly tendered after the Early Tender Date and at
or before the Expiration Time, up to the Maximum 2019 Notes
Purchase Amount, and only 2019 Notes validly tendered after the
Early Tender Date and at or before the Expiration Time, to the
extent that the aggregate principal amount of all 2019 Notes
tendered as of the Expiration Time would exceed the Maximum
Purchase Amount, would be subject to proration.  In all cases,
holders whose 2019 Notes are purchased in the 2019 Notes Tender
Offer will also be paid accrued and unpaid interest from the most
recent interest payment date on the 2019 Notes to, but not
including, the applicable settlement date.

The Tender Offers are contingent upon the satisfaction of certain
conditions, including the completion of a private placement
offering of new senior notes resulting in gross proceeds to the
Company of at least $1 billion.  If any of the conditions are not
satisfied, West Corporation is not obligated to accept for
payment, purchase or pay for, and may delay the acceptance for
payment of, any tendered Notes and may even terminate the Tender
Offers.

Requests for documents may be directed to D.F. King & Co., Inc.,
the Information Agent, at (888) 887-1266 (toll-free) or (212) 269-
5550 (collect).

Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC,
will act as Dealer Managers for the Tender Offers.  Questions
regarding the Tender Offers may be directed to Deutsche Bank
Securities Inc. at 212-250-6429 (collect) and to Wells Fargo
Securities, LLC at (866) 309-6316 (toll free) or (704) 410-4760
(collect).

                       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 TEXAS GUAR: Court Okays Hiring of Lain Faulkner as Accountant
------------------------------------------------------------------
West Texas Guar, Inc. sought and obtained permission from the U.S.
Bankruptcy Court for the Northern District of Texas to employ Lain
Faulkner & Co., PC as accountants, nunc pro tunc to Apr. 25, 2014.

The Debtor requires Lain Faulkner to:

   (a) assist in the gathering of the Debtor's financial
       information and in the analysis of the Debtor's financial
       position, assets, and liabilities;

   (b) advise and assist the Debtor in connection with any
       potential sales of assets;

   (c) assist in the preparation of the Debtor's schedules and the
       Debtor's statement of financial affairs;

   (d) assist the Debtor in the examination of proofs of claim
       filed against the Debtor to determine whether any scheduled
       and asserted claims are objectionable or otherwise
       improper;

   (e) assist the Debtor in the accounting of all receipts and
       disbursements from the estate and the preparation of all
       necessary reports in relation thereto;

   (f) assist the Debtor in its investigation of the acts and
       conduct of the Debtor, and the operation of the Debtor's
       business, including investigation into whether there has
       been fraud, dishonesty, incompetence, misconduct,
       mismanagement, or irregularity in the management of the
       Debtor's affairs;

   (g) assist the Debtor in analyzing potential avoidance actions
       and supplying support for payment history and invoicing;

   (h) assist the Debtor in the analysis of tax and taxation
       issues and in the filing of any necessary information
       regarding taxes;

   (i) testify at any hearings and trials as to one or more of the
       matters set forth above as is determined to be necessary
       and appropriate;

   (j) perform all other accounting services and provide all other
       financial advice to the Debtor in connection with this
       Chapter 11 case as may be required or necessary; and

   (k) provide such other services as discussed in the Engagement
       Letter.

Dan Lain and Brian Crisp will be the Debtor's principal contacts
at Lain Faulkner. Mr. Lain's rate is $450 per hour and Mr. Crisp's
rate is $340 per hour.

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

Lain Faulkner currently holds a retainer on behalf of the Debtor
in the amount of $56,000 for work to be performed by Lain Faulkner
in connection with this chapter 11 case, which retainer has been
placed in Lain Faulkner's trust account.

Lain Faulkner was paid a total of $165,000 by or on behalf of the
Debtor for services rendered in the twelve months prior to the
Order for Relief.

Brian Crisp, manager of Lain Faulkner, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Lain Faulkner can be reached at:

       Brian Crisp
       LAIN FAULKNER & CO., PC
       400 N. St. Paul, Suite 600
       Dallas, TX 75201
       Tel: (214) 777-0289
       E-mail: bcrisp@lainfaulkner.com

                     About West Texas Guar

Representatives of 24 farms filed an involuntary Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 14-50056) on March
14, 2014, against West Texas Guar Inc.  The farmers claim they are
owed nearly $4 million for seed they've delivered on the 2013
harvest but haven't been paid for.  Guar is a seed crop that has a
variety of uses in human and animal food production, textiles and
fracking for oil and gas wells.

Judge Robert L. Jones oversees the case.  The farmers are
represented by R. Byrn Bass, Jr., Esq., Attorney at Law.

WTG is represented by Samuel M. Stricklin, Esq., Tricia R. DeLeon,
Esq., and Lauren C. Kessler, Esq., at Bracewell & Giuliani LLP, in
Dallas, Texas.


WESTMORELAND COAL: Gives $400,000 One-Time Bonuses to Executives
----------------------------------------------------------------
The Board of Directors of Westmoreland Coal Company, at the
recommendation of the Compensation & Benefits Committee, awarded
one-time success bonuses to certain named executive officers for
exemplary work in bringing the acquisition of Westmoreland's new
Canadian assets to a successful closing.  The compensation was
issued in the form of Westmoreland's common stock under the
Amended and Restated 2007 Equity Incentive Plan based on the
closing price of the stock on June 12, 2014.  The values of the
one-time success bonuses were as follows:

                 Keith Alessi - $250,000;
                 Kevin Paprzycki - $75,000; and
                 Jennifer Grafton - $75,000.

                   Amends Current Report with SEC

Westmoreland Coal amended its Form 8-K report with the U.S.
Securities and Exchange Commission filed on May 2, 2014, solely to
revise the disclosures set forth in Item 9.01 (b) Pro Forma
Financial Information included in the Original Filing as Exhibit
99.3.

The revised disclosures in Exhibit 99.3 are in response to a
comment letter the Company received from the SEC regarding (1)
disclosures related to adjustments in the pro forma financial
statements in Exhibit 99.3 "to convert IFRS to US GAAP, foreign
currency differences and reclassifications" and (2) disclosures
regarding the "removal of intercompany debt of $732 million from
the balance sheet and $62 million of related financing fees from
the pro forma income statement with an offsetting adjustment to
accumulated deficit."

A full-text copy of the Unaudited Pro Forma Condensed Combined
Financial Information is available at http://is.gd/Ucsgsu

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss applicable to common
shareholders of $6.05 million in 2013, a net loss
applicable to common shareholders of $8.58 million in 2012 and a
net loss applicable to common shareholders of $34.46 million in
2011.  As of Dec. 31, 2013, the Company had $946.68 million in
total assets, $1.13 billion in total liabilities and a $187.87
million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WILLIAMS COS: S&P Assigns 'BB+' Rating on Sr. Unsecured Notes
-------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB+' issue-level
rating to The Williams Cos. Inc.'s proposed senior unsecured note
offering, which it plans to issue in tranches of 10 and 30 years.
S&P also assigned its '3' recovery rating to the notes.  The
company intends to use net proceeds to partly fund the purchase of
55.1 million limited partner units and the 50% general partner
interest in Access Midstream Partners L.P. and related transaction
expenses, for about $6 billion.  As of March 31, 2014, Williams
and its operating subsidiaries had about $12 billion of balance-
sheet debt.

Standard & Poor's corporate credit rating on Williams is 'BB+' and
the outlook is stable.  Tulsa, Okla.-based Williams owns and
operates a diversified portfolio of energy assets focused on
natural gas transportation, gathering, treating, processing, and
storage; natural gas liquids fractionation; olefins production;
and oil transportation.

RATINGS LIST

New Rating
The Williams Cos. Inc.
Corp credit rating         BB+/Stable/--

New Rating
Senior unsecured notes     BB+
Recovery rating            3


WITTENBERG UNIVERSITY: Moody's Affirms B1 Rating on $35MM Debt
--------------------------------------------------------------
Moody's Investors Service has affirmed Wittenberg University's B1
rating on $35.0 million of rated debt issued through the Ohio
Higher Educational Facility Commission. The rating outlook is
negative.

Summary Rating Rationale

Wittenberg's B1 rating reflects its deeply structurally imbalanced
operating performance, weak unrestricted liquidity, and weak net
tuition revenue trends. The rating also incorporates favorable
gift revenues and active oversight by the board and management
team to stabilize operations and liquidity, with a commitment to
take actions to balance the operating budget by fiscal year (FY)
2017. The negative outlook reflects expected near term
continuation of weak operating performance as well ongoing student
market challenges.

Challenges

-- Operating performance continues to be deeply imbalanced, with
    a -8.1% operating margin and a very thin cash flow margin of
    only 4.8% for FY 2013. Projected FY 2014 results indicate
    thinner performance driven by stagnant revenues.

-- The university has thin monthly liquidity which declined 27%
    to $17.8 million in FY 2013 from $24.3 million in FY 2011,
    reflecting a continued spend down of cash to support
    operations and debt service payments. Moody's expect
    liquidity to remain thin for the next few years but a failure
    to grow liquidity or any decline could result in downward
    rating pressure.

-- Enrollment decreased to 1,796 full-time equivalent (FTE)
    students in fall 2013 from 1,875 in fall 2011 despite a high
    freshman class of 584 compared to only 489 the prior year.
    Tuition discounting is very high at over 54% for both FY 2012
    and FY 2013, reflecting the increasingly competitive region
    from which the university primarily recruits.

-- Available financial resources to support debt and operations
    are extremely thin, with negative expendable financial
    resources depressed by a post retirement health liability of
    $13.2 million. Of the total $89 million of cash and
    investments, $76 million are permanently restricted pointing
    to limited flexibility.

-- The endowment portfolio is aggressively invested compared to
    long term pools of similar size, with relatively high
    exposure (31%) to private equity and hedge funds.

-- Although there are no future debt plans, the rising average
    age of plant of nearly 23 years indicates likely needed
    future campus investments to remain competitive.

Strengths

-- Wittenberg's president, who joined in July 2012, is leading
    board-directed efforts to stabilize the university's
    operations and improve its financial position. The board has
    recruited or replaced other key management positions,
    implemented new strategic and operational initiatives and
    detailed internal performance measurement standards, and
    plans to engage a consultant to assist in full program
    reviews.

-- The university's operations showed modest improvement in FY
    2013 following multi-year expense reductions in the face of
    limited revenue growth. Plans are to continue reductions
    through FY 2017 to reduce expenses and increase revenues for
    a combined total of $9.9 million.

-- Net tuition per student rose in both FY 2012 and FY 2013 to
    $16,130 from $15,131 in FY 2011 despite an increase in
    tuition discount to over 54% for both years.

-- The university's bonded debt is fixed rate and amortizing.
    Direct debt was down to $33.6 million for June 2014 compared
    to $44.8 million in FY 2010, while maintaining stable
    unrestricted monthly liquidity. The university has decreased
    use of its bank operating lines, with guidance of $1.7
    million for fiscal year-end 2014, well below the $2.9 million
    at fiscal year-end 2013.

-- Gift revenues remain favorable and critical to the
    university's performance, with three-year average annual gift
    revenues of $6.6 million for FY 2011-FY 2013. With limited
    ability to increase earned revenue, fundraising momentum will
    remain key to Wittenberg's ongoing credit health.

Outlook

Wittenberg University's negative outlook reflects expected weak
performance over the next two years as the university's board and
management work to stabilize operations through aggressive expense
oversight and enrollment management in the face of stagnant to
declining net tuition revenues and continued liquidity pressures.

What Could Make The Rating Go Up

A return to a stable outlook could reflect stabilized operations
and unrestricted liquidity, as well as consistent growth in net
tuition per student and increased donor support. Over a longer
period of time, upward rating pressure would be driven by
sustained improvement in operations, resulting in consistent
coverage of debt service, coupled with improved liquidity and
stable enrollment and net tuition trends.

What Could Make The Rating Go Down

A rating downgrade could result from continued operating deficits;
an inability to at least stabilize enrollment or tuition revenue;
further reduction in liquidity; or additional borrowing. In the
event of a downgrade, there could be rating differentiation made
for the Series 1999 and 2005 bonds with a debt service reserve
fund and the rating on the Series 2001 bonds that do not benefit
from a debt service reserve fund.

Rating Methodology

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


WORLDWIDE MIXED MARTIAL: Trustee Taps Fox Rothschild as Attorneys
-----------------------------------------------------------------
Alfred T. Giuliano, the Chapter 11 trustee of Worldwide Mixed
Martial Arts Sports, Inc. asks permission from the U.S. Bankruptcy
Court for the District of New Jersey to employ Fox Rothschild LLP,
as his attorneys, nunc pro tunc to May 5, 2014.

The Trustee requires Fox Rothschild to assist him in carrying out
his duties in this case.  The professional legal services that Fox
Rothschild will provide to the Trustee are reasonable services
that are necessary and beneficial to the administration of the
Debtor's estate.

Fox Rothschild will be paid at these hourly rates:

       Michael G. Menkowitz               $685
       Magdalena Schardt                  $535
       Jason C. Manfrey                   $315
       Joseph DiStanislao (Paralegal)     $315

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

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

Fox Rothschild can be reached at:

       Michael G. Menkowitz, Esq.
       FOX ROTHSCHILD LLP
       2000 Mark Street, 20th Floor
       Philadelphia, PA 19103-3222
       Tel: (215) 299-2000
       Fax: (215) 299-2150
       E-mail: mmenkowitz@foxrothschild.com

        About Worldwide Mixed Martial Arts Sports, Inc.

Lawrence C. May, Edward M. Daspin, and Luigi Agostini filed an
involuntary Chapter 11 case against Boonton, New Jersey-based
Worldwide Mixed Martial Arts Sports, Inc., aka Worldwide Mixed
Martial Arts Sports, Inc. and its subsidiary Worldwide MMA, USA,
Inc. and its parent WMMA Holdings, Inc. (Bankr. D. N.J. Case No.
13-35006) on Nov. 14, 2013.  The Hon. Rosemary Gambardella
presides over the case.


WORLD ENDURANCE: S&P Assigns 'B' CCR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services assigned Tampa, Fla.-based
long-distance triathlon company World Endurance Holdings Inc.
(WEH) its 'B' corporate credit rating.  The rating outlook is
stable.

At the same time, S&P assigned the company's proposed senior
secured credit facility (consisting of a $20 million revolver due
2019 and a $220 million term loan due 2021) our 'B' issue-level
rating, with a recovery rating of '3', indicating S&P's
expectation for meaningful recovery (50% to 70%) for lenders in
the event of a payment default.  The borrower under the proposed
credit facility will be World Triathlon Corp. (a wholly owned
domestic subsidiary of WEH).

WEH plans to use proceeds to fund a dividend to its private equity
owner (Providence Equity Partners), to repay existing term loan
debt, and to pay for transaction fees and expenses.

The 'B' corporate credit rating on WEH reflects S&P's assessment
of the company's narrow scope as an operator of endurance
triathlon events, a somewhat limited customer base (given the
training commitments required to participate in its events), and
high degrees of competition from a large number of substitutes for
participants' discretionary income and time.  It also incorporates
a relatively high fixed cost base because of the expenses
associated with staging its portfolio of events.  These factors
are only partially offset by the strength of WEH's IRONMAN brand
and relatively predictable revenue base, given that much of WEH's
event revenue is collected well in advance of the actual event.

The ratings are also based on Standard & Poor's expectation that
adjusted leverage will be over 5x over the next few years, and
incorporates S&P's view of Providence Equity Partners' financial
policy with respect to WEH's leverage.

"A high level of leverage is modestly offset by our expectation
that adjusted EBITDA coverage of interest will be more than 2.5x,"
said Standard & Poor's credit analyst Melissa Long.  "Also, we
believe that WEH benefits from a favorable working capital cycle
because of the timing of the collection of event revenue, and
forecast for modest discretionary cash flow generation beginning
in 2015, some of which could be used for debt repayment."

The stable rating outlook reflects Standard & Poor's expectation
that WEH's financial risk profile will remain highly leveraged
over the next few years, with adjusted leverage remaining above 5x
through 2015.


WPCS INTERNATIONAL: NASDAQ Notice Triggers Event of Default
-----------------------------------------------------------
WPCS International Incorporated disclosed in a filing with the
U.S. Securities and Exchange Commission that it is currently in
default under a securities purchase agreement dated Dec. 4, 2012,
as a result of the Company's receipt of a non-compliance letter
from The NASDAQ Capital Market.

The Company previously issued secured convertible notes to certain
accredited investors pursuant to the Securities Purchase
Agreement.  Pursuant to the terms of the Notes, an event of
default occurs when the Company's common stock is suspended or
threatened with suspension from trading on The NASDAQ Capital
Market or an equivalent market.

On June 18, 2014, the Company received a letter from the Staff of
the Listing Qualifications Department of NASDAQ indicating that
for the last 30 consecutive business days, the closing bid price
of the Company's common stock has been below $1.00 per share, the
minimum closing bid price required by the continued listing
requirements of NASDAQ, as set forth in Listing Rule 5550(a)(2).
The Company's common stock would be subject to delisting from The
NASDAQ Capital Market on Dec. 15, 2014, unless the Company regains
compliance with the continued listing requirements of NASDAQ or is
entitled to additional time to achieve compliance with the NASDAQ
rules.

As a result of the Event of Default, the Holders have the right to
require the Company to redeem the Notes equal to the Conversion
Amount to be redeemed, plus a make-whole amount equal to the
amount of any interest that, but for any redemption of the Notes
on such given date, would have accrued with respect to the
Conversion Amount being redeemed under the Notes at the interest
rate then in effect for the period from such given date through
Oct. 31, 2023, the amended maturity date of the Notes, discounted
to the present value of such interest using a discount rate of
2.5% per annum.  Currently, the principal amount of Notes
outstanding is $898,334.

The Company has provided notice to the Holders of the Event of
Default, but no Holder has exercised its right of redemption.  If
the Company is required to repay the Notes, the Company said it
does not have sufficient working capital to repay the outstanding
borrowings.

The Company relates it intends to commence discussions with the
Holders concerning a forbearance or waiver of the Event of
Default; however, there can be no assurance that the Company and
Holders will come to any agreement regarding repayment,
forbearance, waiver or modification of the Notes.

Also on May 2, 2014, the Company received notice from the Staff
indicating that the Company had not timely complied with the
annual meeting and proxy solicitation requirements, as set forth
in Listing Rules 5620(a) and (b), respectively, and that the
Company would therefore be subject to delisting unless it
requested a hearing before a Listing Qualifications Panel.
Accordingly, the Company timely requested a hearing before the
Panel, at which it requested continued listing pending the
solicitation of proxies and the holding of the annual meeting
following the filing of its Annual Report on Form 10-K.

                      About WPCS International

WPCS -- http://www.wpcs.com-- is a design-build engineering
company that focuses on the implementation requirements of
communications infrastructure.  The company provides its
engineering capabilities including wireless communications,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.

As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013,

The Company's former auditors, CohnReznick LLP, in Roseland, New
Jersey, expressed substantial doubt about WPCS International's
ability to continue as a going concern following the annual report
for the year ended April 30, 2013.  The independent auditors noted
that the Company has incurred net losses and negative cash flows
from operating activities, had a working capital deficiency as of
and for the years ended April 30, 2013, and 2012, and has an
accumulated deficit as of April 30, 2013.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.  As of Jan. 31,
2014, the Company had $22.37 million in total assets, $15.18
million in total liabilities and $7.19 million in total equity.


ZOGENIX INC: To Present at Wells Fargo Conference
-------------------------------------------------
Ann Rhoads, chief financial officer of Zogenix, Inc., will be
attending the Wells Fargo 2014 Healthcare Conference in Boston,
Massachusetts.  A copy of the slides to be used at the
presentation is available for free at http://is.gd/egv6SM

                          About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix reported a net loss of $80.85 million in 2013, as compared
with a net loss of $47.38 million in 2012.  The Company's balance
sheet at March 31, 2014, showed $99.98 million in total assets,
$97.56 million in total assets, $2.41 million in total
stockholders' equity.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.


* Creditors Get Inherited IRAs, High Court Says
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that, in a case involving a bankrupt woman who inherited
her deceased mother's $300,000 IRA, the U.S. Supreme Court
unanimously said an inherited individual retirement account isn't
an asset exempt from claims in bankruptcy and belongs in the pot
for distribution to creditors.

According to the report, the high court interpreted Section
522(b)(3)(C) of the Bankruptcy Code, which exempts assets from
claims of creditors if they are "retirement funds to the extent
that those funds are in a fund or account that is exempt from
taxation" under specified provisions in the Internal Revenue Code.
Everyone conceded that an inherited IRA is exempt from tax, the
report said.

Writing for the high court, Justice Sonia Sotomayor analyzed the
"text and purpose" of the exemption statute and employed what she
called an "objective" analysis of "legal characteristics" of the
IRA, not whether the bankrupt individual planned to use the funds
for retirement, the report related.

The IRA case is Clark v. Rameker, 13-299, U.S. Supreme Court,
(Washington).


* Big Law Firms Resume Hiring
-----------------------------
Jennifer Smith, writing for The Wall Street Journal, reported that
entry-level hiring at major law firms is ramping back up from the
recession-era doldrums but students with their hearts set on a job
at a big firm still face plenty of competition.

According to the Journal, the chances of landing a job at a large
law firm have improved from the hiring nadir a few years back,
when sputtering demand for legal services triggered layoffs and
cutbacks.  Of class-of-2013 law graduates working in private
practice about nine months after graduation, 20.6% landed a job at
a firm with more than 500 lawyers, the Journal said, citing the
National Association for Law Placement.  Such positions accounted
for 16.2% of law-firm jobs held by 2011 graduates, the Journal
related.


* Top Republican Urges More Oversight of Proxy Advisers
-------------------------------------------------------
Ronald Orol, writing for The Deal, reported that arguing that they
have conflicts of interest and too much influence over investor
votes, a top House Republican on Wednesday urged the Securities
and Exchange Commission to hike regulation on the two main proxy
advisory firms -- Institutional Shareholder Services Inc. and
Glass, Lewis & Co. LLC -- and to require more transparency from
them.

"More disclosure will determine whether or not any apparent
conflict is real or not. It appears there is a conflict but we
don't have enough transparency to determine those conflicts," Rep.
Patrick McHenry, R-N.C., told The Deal after giving formal remarks
to the right-leaning American Enterprise Institute.  "The SEC
needs to drive this."

According to the report, the two proxy advisory firms provide
institutional investors with recommendations on key votes on
hundreds of matters that impact each corporation, including
measures aimed at removing company anti-takeover protections,
proposals seeking to hike stock buybacks and provisions evaluating
CEO pay plans.


* BOND PRICING -- For Week From June 16 to 20, 2014
---------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
Alion Science &
  Technology Corp       ALISCI   10.25     71.50       2/1/2015
Allen Systems
  Group Inc             ALLSYS   10.50     51.00     11/15/2016
Allen Systems
  Group Inc             ALLSYS   10.50     51.00     11/15/2016
Brookstone Co Inc       BKST     13.00     45.00     10/15/2014
Brookstone Co Inc       BKST     13.00     45.00     10/15/2014
Brookstone Co Inc       BKST     13.00     36.00     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO     9.38     40.75     12/15/2014
Caesars Entertainment
  Operating Co Inc      CZR      10.00     38.81     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      12.75     43.42      4/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      10.00     39.25     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      10.00     39.25     12/15/2018
Champion
  Enterprises Inc       CHB       2.75      0.25      11/1/2037
Citigroup Inc           C         4.76     99.22      6/29/2014
Endeavour
  International Corp    END       5.50     55.00      7/15/2016
Energy Conversion
  Devices Inc           ENER      3.00      0.13      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU       8.18      1.00      1/30/2037
Energy Future
  Holdings Corp         TXU       5.55     51.00     11/15/2014
FairPoint
  Communications
  Inc/Old               FRP      13.13      1.00       4/2/2018
Global Geophysical
  Services Inc          GGS      10.50     48.25       5/1/2017
Global Geophysical
  Services Inc          GGS      10.50     39.25       5/1/2017
James River Coal Co     JRCC      7.88     11.65       4/1/2019
James River Coal Co     JRCC      4.50      4.00      12/1/2015
James River Coal Co     JRCC     10.00     13.25       6/1/2018
James River Coal Co     JRCC     10.00     11.00       6/1/2018
James River Coal Co     JRCC      3.13     12.75      3/15/2018
LBI Media Inc           LBIMED    8.50     30.00       8/1/2017
MF Global Holdings Ltd  MF        6.25     47.25       8/8/2016
MF Global Holdings Ltd  MF        1.88     43.50       2/1/2016
MModal Inc              MODL     10.75     24.00      8/15/2020
MModal Inc              MODL     10.75     24.00      8/15/2020
Momentive Performance
  Materials Inc         MOMENT   11.50     32.50      12/1/2016
Motors Liquidation Co   MTLQQ     7.20     11.25      1/15/2011
Motors Liquidation Co   MTLQQ     7.38     11.25      5/23/2048
Motors Liquidation Co   MTLQQ     6.75     11.25       5/1/2028
NII Capital Corp        NIHD     10.00     33.00      8/15/2016
OnCure Holdings Inc     RTSX     11.75     48.88      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Powerwave
  Technologies Inc      PWAV      1.88      0.13     11/15/2024
Powerwave
  Technologies Inc      PWAV      1.88      0.13     11/15/2024
Pulse Electronics Corp  PULS      7.00     74.95     12/15/2014
River Rock
  Entertainment
  Authority/The         RIVER     9.00     18.05      11/1/2018
THQ Inc                 THQI      5.00     43.50      8/15/2014
TMST Inc                THMR      8.00     16.00      5/15/2013
Terrestar Networks Inc  TSTR      6.50     10.00      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25     12.00      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      15.00     42.75       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25     12.13      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.50     12.00      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      15.00     39.90       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25     12.00      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.50     12.00      11/1/2016
Thunderbird Resources
  Equity Inc            GMXR      9.00      0.38       3/2/2018
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      11.38     45.75       8/1/2016
Western Express Inc     WSTEXP   12.50     79.13      4/15/2015
Western Express Inc     WSTEXP   12.50     79.13      4/15/2015



                             *********

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 ***