TCR_Public/140624.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, June 24, 2014, Vol. 18, No. 174

                            Headlines

48-52 FRANKLIN: Voluntary Chapter 11 Case Summary
ADELPHI ACADEMY: Has Interim Authority to Use Cash Collateral
AEROVISION HOLDINGS: Plan Exclusivity Extended to July 29
AEROVISION HOLDINGS: Seeks More Time to Decide on Contracts
AFA INVESTMENT: Omaha Packaging Appeal Declared as Moot

AMERICAN APPAREL: CEO Signals a Fight to Retain Control
AMERICAN OPTICAL: Files for Chapter 11 Protection to Shut Down
AMERICAN AIRLINES: Judge Axes Class Action Over Pilot Seniority
ASPEN GROUP: Appoints Andrew Kaplan as Director
BAY AREA FINANCIAL: Seeks Approval to Sell Real Property to BNRT

BION ENVIRONMENTAL: Concludes Trial of Ammonia Recovery System
BON-TON STORES: Incurs $31.5 Million Net Loss in First Quarter
BIOFUEL ENERGY: To Acquire JBGL for $275 Million
BROOKSTONE HOLDINGS: Judge Approves Sale, Bankruptcy-Exit Plan
C&K MARKET: J.B. Hunt Removed From Unsecured Creditors' Committee

C&K MARKET: Buckmaster Objects to Plan Confirmation
C&K MARKET: Asks Court to Approve Lease Deal with Bayshore Mall
CEREPLAST INC: Trellis Earth to Acquire Assets for $2.6 Million
CONSTAR INTERNATIONAL: Forman Holt Approved as Director's Counsel
COSTA BONITA: Court Orders Voluntary Dismissal of Chapter 11 Case

CROWN CASTLE:  Moody's Affirms B1 Senior Unsecured Debt & Ba2 CFR
CUE & LOPEZ: Harrison Seeks to Withdraw as Debtor's Counsel
DBSI INC: Ex-Pres. Can't Retrieve Assets Despite Dropped Charges
DETROIT, MI: Attorney General Approves DIA Settlement
DETROIT, MI: Bid for Site Visit Challenged

DETROIT, MI: Parties Agree to Allow Late-Filed Claim
DETROIT, MI: Reaches Deal With Bondholders in Bankruptcy Talks
DEVONSHIRE PGA: Sharon Greene Ordered to Discontinue Florida Suit
ELITE PHARMACEUTICALS: Settles With VGS Parties for $5 Million
FIRST DATA: Moody's Affirms 'B3' Corporate Family Rating

FIRST DATA: Fitch Retains 'B' IDR Following $3.5BB Sale Proceeds
FIRST MARINER: Expects to Complete RKJS Merger This Month
FOUR OAKS: Stockholders Elected 8 Directors
GARLOCK SEALING: Hid Evidence In Asbestos Suits, Court Told
GENERAL MOTORS: Cathy Clegg to Head North America Manufacturing

GM FINANCIAL: Sells Largest Subprime Bond Since 2007
GRIDWAY ENERGY: Court Approves Sale, Settlement with Creditors
GSE ENVIRONMENTAL: Confirmation Hearing on July 25
HEDWIN CORP: BofA Withdraws Opposition to EisnerAmper Employment
HEDWIN CORP: Panel Can Tap Lowenstein Sandler as Counsel

HEDWIN CORP: Panel Can Retain Saul Ewing as Maryland Counsel
HDOS ENTERPRISES: Receives Green Light to Implement KERP
HYPERTENSION DIAGNOSTICS: Suspending Filing of Reports with SEC
ISTAR FINANCIAL: To Sell $1.3 Billion of Senior Notes
LABORATORY PARTNERS: Gets More Time to Decide on Leases

LOEHMANN'S HOLDINGS: Disclosure Statement Approved
MASON COPPELL: Dennis Faulkner Named as Ch. 11 Trustee
MASON COPPELL: Ch. 11 Trustee Hires Reid Collins as Attorneys
MASON COPPELL: Ch. 11 Trustee Taps Lain Faulkner as Accountants
MASON COPPELL: Trustee Hires Munsch Hardt as Special Counsel

MICHAELS STORES: Plans to Sell $250 Million Senior Notes
MAUI LAND: Has $3.5 Million Loan Agreement with Hawaiian Bank
MOMENTIVE PERFORMANCE: FTI Approved as Panel's Financial Adviser
MOMENTIVE PERFORMANCE: Klee Tuchin Okayed as Panel's Counsel
MOMENTIVE PERFORMANCE: Rust Approved as Panel's Information Agent

MOMENTIVE PERFORMANCE: May Hire Wilkie Farr as Bankruptcy Counsel
MOMENTIVE PERFORMANCE: Jefferies Approved as Investment Banker
MONTANA ELECTRIC: Close To Securing Reorg Plan Approval
MONTREAL MAINE: Quebec Seeks $377-Mil. for Fatal Crash
MOSS FAMILY: Sept. 23 Hearing to Approve Amended Plan Outline

MOSS FAMILY: Beachwalk Gets Court Approval to Sell Moon Valley
MOSS FAMILY: Wins More Time to Use Cash Collateral of Lenders
NAUTILUS HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
MOUNTAIN PROVINCE: To Sell 2 Million Common Shares Privately
OCEAN SPRAY: Fitch Assigns 'BB' Rating on $150MM Preferred Stock

PARAGON OFFSHORE: Moody's Assigns Ba2 Corporate Family Rating
PHI GROUP: Late-Filed 10-Q Shows $178,000 Loss in Sept. 30 Qtr.
PSL-NORTH AMERICA: Has Interim Authority to Tap $5.5MM DIP Loans
PSL-NORTH AMERICA: Employs Epiq Systems as Claims & Noticing Agent
PSL-NORTH AMERICA: Court Issues Joint Administration Order

RAM OF EASTERN: Administrator Sought Conversion or Dismissal
REVEL AC: Atlantic City Casino Hunts For Buyer
REVSTONE INDUSTRIES: To Sell Stake In Canada Unit for $14.1MM
S.B. RESTAURANT: Proposes to Sell Assets to First Lien Lenders
S.B. RESTAURANT: Has Interim $1.5-Mil. DIP Loan Approval

S.B. RESTAURANT: Seeks to Employ Pachulski Stang as Counsel
S.B. RESTAURANT: Taps Mastodon Ventures as Investment Banker
SCOTTIE PIPPEN: High Court Won't Hear Defamation Suit
SOURCE HOME: Files Bankruptcy as Readers Turn to Web
SIMPLEXITY LLC: Judge Denies Fifth Third Bid For Ch. 7 Conversion

SPANISH BROADCASTING: Inks Employment Pact with Chairman & CEO
SEQUENOM INC: Stockholders Elected Nine Directors
SPECIALTY HOSPITAL: Says Case Trustee Not Warranted
STAFFORD LOGISTICS: S&P Affirms 'B-' CCR Over BJ Bear Deal
STELERA WIRELESS: Committee Balks at Exclusivity Extension Bid

STEREOTAXIS INC: Two Directors Elected at Annual Meeting
STOCKTON, CA: Calls Resident's Plan Objection a "Rant"
TARGETED MEDICAL: 7 Directors Elected at Annual Meeting
THERAPEUTICSMD INC: Stockholders Elected 9 Directors
TWEETER HOME: Objects to Ch. 7 Conversion Request

UNIVERSAL HEALTHCARE: Trustee Seeks Director of Subsidiaries
VERSO PAPER: Moody's Lowers Corporate Family Rating to 'Caa3'
VICTORY ENERGY: Sells Leasehold Properties for $4 Million
WORLDWIDE MIXED MARTIAL: Trustee Recommends Case Dismissal
XZERES CORP: William Hagler Holds 5.7% Equity Stake

XZERES CORP: Ravago Holdings Reports 12% Equity Stake
XZERES CORP: Core Fund Owns 7.9% Equity Stake

* Bank Account Screening Tool Is Scrutinized as Excessive
* Diplomacy Given Short Shrift In Argentina Discovery Ruling
* Steptoe Bankruptcy, Finance Crew Leaves For Trial Boutique

* May Bankruptcy Filings Decrease 11% from Previous Year

* Argentina Asks U.S. Judge for Talks in Debt Dispute
* S&P Loses Bid to Unify State Suits Claiming Bad Ratings
* U.S. Tells Citi to Raise Mortgage Settlement Offer

* Gibson Dunn Adds Bankruptcy Pro To LA Practice

* Large Companies With Insolvent Balance Sheet


                             *********


48-52 FRANKLIN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 48-52 Franklin LLC
        2275 West County Line Rd
        Jackson, NJ 08527

Case No.: 14-11872

Chapter 11 Petition Date: June 23, 2014

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: David Carlebach, Esq.
                  CARLEBACH LAW GROUP
                  55 Broadway, Suite 1902
                  New York, NY 10006
                  Tel: (212) 785-3041
                  Fax: (646) 355-1916
                  Email: david@carlebachlaw.com

Estimated Assets: Not indicated

Estimated Liabilities: Not indicated

The petition was signed by Israel Pollak, authorized signatory.

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


ADELPHI ACADEMY: Has Interim Authority to Use Cash Collateral
-------------------------------------------------------------
Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York gave interim authority for Adelphi
Academy to use cash collateral securing its prepetition
indebtedness from Metropolitan Commercial Bank.

As adequate protection for Metropolitan, (i) the Debtor will
maintain the cash they collect over and above the authorized
expenditures; and (ii) Metropolitan will have a replacement lien
on all postpetition assets of the Debtor and all their proceeds
with the liens subject only to valid real estate taxes, all
amounts payable to the U.S. Trustee and fees and expenses up to
$10,000 incurred by a trustee under Section 726(b) of the
Bankruptcy Code.

A final hearing on the use of Cash Collateral will be held on
Aug. 5, 2014 at 10:30 a.m.

A. Mitchell Greene, Esq., at Robinson Brog Leinwand Greene
Genovese & Gluck P.C., in New York, represents the Debtor.  Lee
Attanasio, Esq., at Sidley Austin LLP, in New York, represents
Metropolitan.

Adelphi Academy -- operator of the Adelphi Academy of Brooklyn, a
not-for-profit, 501(c)(3), private and independent school from
property it owns at 8515 Ridge Boulevard in Bay Ridge, Brooklyn --
filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 14-43065) in
Brooklyn on June 16, 2014.  The bankruptcy case is assigned to
Judge Elizabeth S. Stong.  The Debtor has tapped Robinson Brog
Leinwand Greene & Gluck P.C. as counsel.


AEROVISION HOLDINGS: Plan Exclusivity Extended to July 29
---------------------------------------------------------
Hon. Paul G. Hyman, Chief Judge for the Southern District of
Florida, extends Aerovision Holdings 1 Corp.'s exclusive period in
which to file a Plan of Reorganization and to solicit acceptance
of the Plan.  The Debtor now has until July 29, 2014 to file its
Plan of Reorganization and until September 29, 2014 to obtain
acceptance of a Plan filed or on before July 29.  The Debtor may
seek further extensions.

                      About Aerovision Holdings

Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in
West Palm Beach, Florida.  Mark Daniels signed the petition as
president.  The Debtor estimated assets in excess of $10 million
and liabilities of $1 million to $10 million.  Craig I. Kelley,
Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel.


AEROVISION HOLDINGS: Seeks More Time to Decide on Contracts
-----------------------------------------------------------
Aerovision Holdings 1 Corp., has requested that the Bankruptcy
Court extend the period for it to assume or reject executory
contracts and unexpired leases.  The Debtor is currently in the
midst of negotiations with contested creditors Tiger Aircraft
Corporation, Logix Global, Inc., and Aerovision LLC.  The Court
has ordered the Debtor and these creditors to attend a judicial
settlement conference.  The Debtor contends that it cannot
determine whether to assume or reject the leases/contracts until
the issues with the creditors are resolved.  The Debtor is
requesting that it be given until the Confirmation Hearing to
assume or reject the leases/contracts.

                      About Aerovision Holdings

Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in
West Palm Beach, Florida.  Mark Daniels signed the petition as
president.  The Debtor estimated assets in excess of $10 million
and liabilities of $1 million to $10 million.  Craig I. Kelley,
Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel.


AFA INVESTMENT: Omaha Packaging Appeal Declared as Moot
-------------------------------------------------------
Judge Richard G. Andrews of the United States District Court for
the District of Delaware has approved AFA Investment, Inc. and
other parties' stipulation for dismissal of an appeal.

On November 27, 2013, Appellants Greater Omaha Packing Co., Inc.
and Continental Casualty Company appealed an order disallowing
their contingent unliquidated contribution claims in the
bankruptcy case of AFA Investment, Inc., and its debtor-
affiliates.

The parties to the Appeal subsequently reached a settlement of the
issues raised in the Appeal and, hence, sought to dismiss the
Appeal in a manner that preserves each party's rights under the
Settlement.  To implement the Settlement, the parties have agreed
to the inclusion of certain language in the Confirmation Order,
which Settlement and Protective Language the parties believe
renders the Appeal moot.

                           About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
AFA had seven facilities capable of producing 800 million pound of
ground beef annually.  Revenue in 2011 was $958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Laura Davis Jones,
Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias
S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B.
Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta,
Georgia, represent the Debtors.  FTI Consulting Inc. serves as the
Debtors' financial advisors and Imperial Capital LLC serves as
marketing consultants.  Kurtzman Carson Consultants LLC serves as
noticing and claims agent.

As of Feb. 29, 2012, the Debtors' books and records on a
consolidated basis, reflected approximately $219 million in assets
and $197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Debtors' cases.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon
LLP serves as co-counsel.  The Committee also obtained approval to
retain J.H. Cohn LLP as its financial advisor.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July 2012.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would have received $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.

In April 2014, the Debtors notified the Bankruptcy Court that
their First Amended Joint Chapter 11 Plan of Liquidation dated
Jan. 14, 2014, became effective on April 16.

On March 7, 2014, the Court confirmed the Debtors' Amended
Liquidation plan after it approved the adequacy of the Debtors'
disclosure statement explaining their plan on the same date.
The Debtors' plan facilitates the continued liquidation and
distribution of their remaining assets and the wind down of their
estates, consistent with the global settlement previously approved
by the Court.  They believe the plan provides the best recoveries
possible for those holders of allowed claims anticipated to
receive distributions under the plan, according to the Debtors.


AMERICAN APPAREL: CEO Signals a Fight to Retain Control
-------------------------------------------------------
Suzanne Kapner and Tess Stynes, writing for The Wall Street
Journal, reported that Dov Charney, the embattled founder of
American Apparel Inc., is fighting to remain in charge after
directors last week stripped him of his chairman's title and moved
to fire him as chief executive.

According to the report, Mr. Charney is seeking arbitration in an
effort to clear his name and keep his titles of president and
chief executive, people familiar with the situation said.  A
petition for arbitration was filed in Los Angeles with the
American Arbitration Association by Patricia Glaser, Mr. Charney's
lawyer, one of the people said, the Journal related.

American Apparel said in documents filed with the U.S. Securities
and Exchange Commission that 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 Mr. Charney.
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.

According to filings with the SEC, Mr. Charney was dismissed for
breaching his fiduciary duty, violating company policy, and
misusing corporate assets.  An internal investigation into Mr.
Charney's activities claimed he used corporate funds to book
airline tickets for his mother who is retained by the company as a
design contributor and that he and his friends used apartments
owned by American Apparel for personal reasons, Teresa Tedesco,
writing for Financial Post, reported.

                       About American Apparel

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

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

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

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

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

                           *     *     *

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

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


AMERICAN OPTICAL: Files for Chapter 11 Protection to Shut Down
--------------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that the private
equity-backed parent company of American Optical Services and
Excela Hearing Services, collapsing after an ambitious expansion,
filed for bankruptcy protection with a plan to either sell off or
shut down its 80 locations for hearing and eye-care services.

According to the report, executives put the companies into Chapter
11 protection on June 20, telling a judge that they have begun to
close money-losing locations that the Las Vegas company operates
in 14 states.  The company employs about 435 people, the report
said, citing documents that were filed to U.S. Bankruptcy Court in
Wilmington, Del.


AMERICAN AIRLINES: Judge Axes Class Action Over Pilot Seniority
---------------------------------------------------------------
Law360 reported that the judge who oversaw AMR Corp.'s bankruptcy
threw out a class action accusing the airline and the Allied
Pilots Association of discriminating against former Trans World
Airlines Inc. pilots by refusing to consider reinstating seniority
they lost 13 years ago.

According to the report, the lawsuit stems from American Airlines
Inc.'s acquisition of TWA in 2001, which caused the TWA pilots to
lose their seniority as they were integrated into the combined
workforce. Those pilots were compensated with "special job
opportunities" at American's St. Louis hub, but that location was
later shut down during AMR's bankruptcy.

The adversary proceeding is Krakowski et al. v. American Airlines
Inc. et al., case number 13-01283, in the U.S. Bankruptcy Court
for the Southern District of New York.

                     About American Airlines

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

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

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

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

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

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

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

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

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


ASPEN GROUP: Appoints Andrew Kaplan as Director
-----------------------------------------------
Aspen Group, Inc., appointed Andrew Kaplan to the Company's Board
of Directors on June 5, 2014.  In connection with his appointment,
the Board granted Mr. Kaplan 100,000 five-year stock options under
the Company's 2012 Equity Incentive Plan.  The options will vest
in four equal increments over a four-year period, subject to
continued service on each applicable vesting date, with the first
vesting date being June 5, 2015.  The options are exercisable at
the closing price of the Company's common stock on the date prior
to grant.

Effective May 29, 2014, the Company entered into a consulting
agreement with AEK Consulting LLC, a limited liability company
controlled by Mr. Kaplan, pursuant to which the Consultant will
act as a strategic advisor providing educational, business and
financial advice services to the Company.  In exchange for its
services, the Consultant will be paid $120,000, provided that
payment will not be due until the Company achieves certain
business objectives.  In addition, the Consultant was issued
800,000 Restricted Stock Units, vesting quarterly over 18 months
subject to the Company's achievement of certain business
objectives and other conditions.

Mr. Kaplan has 27 years of experience in the education industry,
including as an operator of education businesses and as an
investor.  From its founding in 2000 through March 2014, Mr.
Kaplan was a founder of and partner in Quad Partners, a private
equity firm focused exclusively on the education industry.  During
his tenure with Quad, Mr. Kaplan also served as a General Partner
of Quad College Group, the operational team focused on Quad's
postsecondary portfolio.  Since March 2014, Mr. Kaplan has been a
consultant to the education industry.

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.

The Company reported a net loss of $6.01 million on $2.68 million
of revenues for the year ended Dec. 31, 2012, as compared with a
net loss of $2.13 million on $2.34 million of revenues during the
prior year.  As of Jan. 31, 2014, the Company had $3.67 million in
total assets, $5.29 million in total liabiities and a $1.62
million total stockholders' deficit.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the transition period ending April 30, 2013.  The independent
auditors noted that the Company has a net loss allocable to common
stockholders and net cash used in operating activities for the
four months ended April 30, 2013, of $1,402,982 and $918,941,
respectively, and has an accumulated deficit of $12,740,086 at
April 30, 2013.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


BAY AREA FINANCIAL: Seeks Approval to Sell Real Property to BNRT
----------------------------------------------------------------
Bay Area Financial Corp. asked U.S. Bankruptcy Judge Thomas
Donovan for approval to sell a six-unit apartment building in San
Pedro, California.

In its motion, the company proposed to sell the property for
$1.282 million to Bond Nichols Revocable Trust.  The property will
be sold "free and clear of all liens" and is subject to overbid.

Those who are interested to overbid are required to deposit
$60,000 and submit documents needed to determine whether or not
they are qualified to overbid.

Qualified bidders are required to attend the hearing where the
trust's $1.282 million bid will be presented to the court and
where the best offer for the property will be selected.

In case Bond Nichols is beaten out by a rival bidder, the trust
will receive a breakup fee of $5,000.

Brokerage firms Hendricks Berkadia and Berkshire Hathaway HSCP
helped arranged the sale transaction.  Under the deal, real estate
brokerage commission in the amount of $76,920 (which is 6% percent
of the purchase price) will be split equally between the firms.

Bay Area expects the sale to generate about $1.179 million for the
estate after accounting for total costs associated with the sale,
according to its lawyer, Stuart Koenig, Esq., at Creim Macias
Koenig & Frey LLP, in Los Angeles, California.

                   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.


BION ENVIRONMENTAL: Concludes Trial of Ammonia Recovery System
--------------------------------------------------------------
Bion Environmental Technologies, Inc., said it has successfully
completed pilot testing of a new proprietary ammonia recovery
system (ARS) technology.  The patent-pending ARS technology is
under exclusive license by Bion.

The ARS enables the recovery of ammonia nitrogen from the treated
livestock waste water in the form of ammonium sulfate, an
industry-standard nitrogen fertilizer product.  The pilot
demonstrated transfer efficiency of ammonia that was consistent
with Bion's projected commercial operation model of 80 percent or
greater.

Bion will conduct final field trials of the ARS this summer as
part of a broader commercial-scale trial at Kreider Farms to
determine the overall economics of this newest generation of its
technology platform.  Bion's technology has undergone significant
advancements since the Kreider grand opening in July 2011.

The various modules of this advanced technology platform have been
under review for two years under the "Separate and Aggregate
Strategy" initiative announced by Bion in August 2012.  New
components have been tested both independently and, in some cases,
on an integrated basis.  The final field trial, scheduled for the
summer of 2014, is designed to test all components in one
integrated process train to determine overall economic and
environmental efficiencies, including an assessment of by-product
samples.  Bion believes these upcoming commercial trials will
demonstrate improved system efficiency along with an enhanced-
value by-product stream.

Dominic Bassani, Bion's CEO, stated, "The marketplace for
recovered assets is evolving and represents both a vital step
toward sustainability for the industry and potentially a large
opportunity for Bion.  We are pleased to soon be entering the
final commercial trials on this next- generation technology
platform that better addresses this critical issue.  The "Separate
and Aggregate" initiative that we began in 2012 has gone well
beyond our earlier expectations: we have made great strides in
reducing costs and increasing efficiencies and we look forward to
quantifying those improvements this summer."

                      About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

GHP HORWATH, P.C., in Denver, Colorado, 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 not generated significant revenue and has suffered
recurring losses from operations.  These factors raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at March 31, 2014, showed $6.92
million in total assets, $12 million in total liabilities, $22,900
of series B redeemable convertible preferred stock, and a $5.09
million total deficit.


BON-TON STORES: Incurs $31.5 Million Net Loss in First Quarter
--------------------------------------------------------------
The Bon-Ton Stores, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report disclosing a net loss of
$31.51 million on $607.46 million of net sales for the 13 weeks
ended May 3, 2014, as compared with a net loss of $26.63 million
on $646.90 million of net sales for the same period last year.

The Company's balance sheet at May 3, 2014, showed $1.56 billion
in total assets, $1.47 billion in total liabilities and $96.05
million in total shareholders' equity.

At May 3, 2014, the Company had $8.2 million in cash and cash
equivalents and $439 million available under the Company's Second
Amended Revolving Credit Facility (before taking into account the
minimum borrowing availability covenant under such facility).
Excess availability was $425 million as of the comparable prior
year period.  The favorable excess availability comparison
primarily reflects reduced direct borrowings and, to a lesser
extent, increased borrowing base availability.

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

                         http://is.gd/bY2r36

                        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 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.


BIOFUEL ENERGY: To Acquire JBGL for $275 Million
------------------------------------------------
Biofuel Energy Corp. has entered into a definitive agreement with
certain affiliates of Greenlight Capital, Inc., and James R.
Brickman pursuant to which the Company will acquire the equity
interests of JBGL Builder Finance LLC and certain subsidiaries of
JBGL Capital, LP, from Greenlight and Brickman.  JBGL is a series
of real estate entities involved in the purchase and development
of land for residential purposes, construction lending and home
building operations.  JBGL is currently owned and controlled by
Greenlight and Brickman.

Pursuant to the terms of the Agreement, the Company will acquire
JBGL for $275 million, payable in cash and Company common stock.
The cash portion of the purchase price will be funded from the
proceeds of a $70 million rights offering to be conducted by the
Company and approximately $150 million in debt financing provided
to the Company by Greenlight.

In response to a proposal from Greenlight and Brickman on
March 28, 2014, the board of directors of the Company formed a
special committee of independent directors to evaluate the
proposed transaction and possible alternatives for the Company.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee, approved the transaction,
determined to exempt the transaction under the Company's Section
382 rights plan and resolved to recommend that the Company's
stockholders vote to approve the transaction and related matters.
The special committee negotiated the terms of the transaction with
the assistance of its legal and financial advisors.

David Einhorn, president of Greenlight Capital, Inc. and a
director of the Company, said, "though it is bittersweet that its
original business plan did not pan out, I am excited about the
transformation of the Company to a well positioned and successful
development and homebuilding platform, which will enable it to
capitalize on the value of its remaining assets."

Jim Brickman, co-founder of JBGL, who will become chief executive
officer and a director of the Company upon closing of the
transaction, said, "this deal will instantly transform the Company
into a prominent real estate operator and benefit existing
stockholders with significant development opportunities in some of
the nation's fastest growing regions."

Consummation of the proposed transaction is subject to various
conditions, including receipt of the approval of a majority of the
Company's stockholders (excluding Greenlight and its affiliates),
the successful completion of the rights offering and the continued
authorization for listing of the Company's common stock on the
Nasdaq Stock Market.  Subject to the satisfaction of those
conditions, the acquisition of JBGL by the Company is expected to
be consummated in October 2014.

There can be no assurance that the transactions contemplated by
the Agreement will be approved by the Company's stockholders or
completed.

Duff & Phelps, LLC, is serving as independent financial advisor to
the special committee.  Richards, Layton & Finger, P.A., is
serving as legal advisor to the special committee and Cravath,
Swaine & Moore LLP is serving as legal advisor to the Company.
Akin Gump Strauss Hauer & Feld LLP is serving as legal advisor to
Greenlight and JBGL.

                        About Biofuel Energy

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

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

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


BROOKSTONE HOLDINGS: Judge Approves Sale, Bankruptcy-Exit Plan
--------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
Brookstone Holdings Corp. won a judge's approval to sell itself to
a consortium of Chinese investors that plans to continue operating
the majority of the specialty retailer's 240 stores after the
company exits bankruptcy.

According to the Journal, the sale to Sailing Innovation US Inc.
would form the centerpiece of a bankruptcy-exit plan, approved by
U.S. Bankruptcy Court Judge Brendan Shannon in Wilmington, Del.
The plan seeks to pay off Brookstone's approximately $51 million
in bank loans with a loan provided by bondholders funding the
restructuring, the Journal said.

Sailing Innovation -- a consortium of Sailing Capital and
conglomerate Sanpower -- teamed up to outbid Spencer Spirit
Holdings Inc.'s stalking horse offer for Brookstone, saying they
would pay more than $173 million for the company.  Brookstone said
in a company statement that Sailing offered a final purchase price
of $137.5 million, net of cash and assumed liabilities.  Spencer
previously offered $146 million for the Debtors.

                    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.


C&K MARKET: J.B. Hunt Removed From Unsecured Creditors' Committee
-----------------------------------------------------------------
The U.S. Trustee for Region 18 announced that J.B. Hunt Transport
Inc. was removed from the C & K Market, Inc.'s official committee
of unsecured creditors and was replaced by Donald Bauhofer.

The unsecured creditors' committee is now composed of:

   1. Willamette Beverage Company
        dba Bigfoot Beverages
        c/o Eric Forrest, Co-President
      P. O. Box 10728
      Eugene, OR 97440
      Tel: (541) 685-2064
      Fax: (541) 687-8754
      Email: eforrest@bigfootbeverages.com

   2. Coca-Cola Refreshments, Inc.
        c/o Michelle Higgins
      521 Lake Kathy Drive
      Brandon, FL 33510
      Tel: (813) 569-3189
      Fax: (813) 569-3189
      Email: mplunkett@coca-cola.com

   3. Donald N. Bauhofer, Mgr.
      Nolan Town Center, LLC
      250 NW Franklin Ave
      Suite 204
      Bend, OR 97701
      Tel: (541) 419-8707
      Fax: (541) 389-0256

                       About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.


C&K MARKET: Buckmaster Objects to Plan Confirmation
---------------------------------------------------
Buckmaster Coffee, Co. objects to the confirmation of C&K Market,
Inc.'s second amended plan of reorganization dated May 9, 2014, to
the extent that it modifies creditor's rights to setoff and
recoupment under the Bankruptcy Code and state law.

Johnston Mitchell, Esq., at Coers Mitchell Law LLC, in Portland,
Oregon, relates that C&K Market entered into a contract with
Buckmaster to purchase coffee through a whole coffee bean bulk
program, effective December 31, 2010 and running through
December 30, 2014.

Under the coffee contract, Buckmaster agreed to sell coffee to C&K
Market and pay a monthly shelf placement allowance.

Buckmaster filed proofs of claim for amounts owed. On May 21,
2014, C&K sent Buckmaster an invoice asserting that it is owed for
shelf placement under the contract. Buckmaster disputes the
invoice.

C&K sought the Court's authority to reject the coffee contract,
the hearing and order on that request is still pending. Buckmaster
anticipates filing a proof of claim based on a rejection claim,
asserting the right to setoff and recoup its damages.

Mr. Mitchell notes that to the extent Article 8.3 of the plan
modifies or is intended to modify Buckmaster's rights to setoff
and recoupment, Buckmaster objects to the plan.

Accordingly, Buckmaster asks the Bankruptcy Court to deny plan
confirmation until its objection is resolved.

Buckmaster is represented by:

     Johnston A. Mitchell
     Christine Coers-Mitchell
     COERS MITCHELL LAW LLC
     2100 NE Broadway St., Ste 105
     Portland, Oregon 97232
     Telephone: 503-719-6795
     Facsimile: 503-374-9068
     E-mail: johnstonlaw@comcast.net
             coers@comcast.net

In May 2014, the Bankruptcy Court approved C&K Market, Inc.'s
disclosure statement for its second amended plan.  The hearing on
confirmation of the plan will be on June 25, 2014 at 10:00 a.m.,
in US Bankruptcy Court, Courtroom #6, 405 E 8th Ave, in Eugene,
Oregon.  Ballots accepting or rejecting the plan must be received
by Albert Kennedy, whose service address is 888 SW 5th Ave, #1600,
in Portland, Oregon, no less than seven days before the June 25
hearing.  Objections to the proposed plan must be filed with the
Clerk of Court, 405 E 8th Ave #2600, in Eugene, Oregon, no later
than seven days before the June 25 hearing.

C&K Market's plan provides for the payment in full of all allowed
administrative expense claims, priority tax claims, other priority
claims and the allowed claim of U.S. Bank.  The plan provides for
the payment in full over time, with interest, of all other secured
claims.  In general, secured creditors with personal property
collateral will be paid in 48 equal monthly amortizing payments,
with interest at 6% per annum, and secured creditors with real
property collateral will be paid in 84 equal monthly amortizing
payments with interest at 6% per annum based on a 25-year
amortization, with a balloon payment in seven years.

The plan provides that each holder of a small unsecured claim
($10,000 or less) will receive a cash payment in an amount equal
to 80% of its allowed small unsecured claim.

The plan provides that each holder of an allowed general unsecured
claim will receive the combination of one share of common stock
and one share of series A preferred stock in exchange for each $10
of the holder's allowed general unsecured claim and a subscription
right in the event C&K Market elects to consummate the rights
offering.

The plan provides that all existing equity securities and employee
equity security plans will be cancelled.

Rouse Properties, Inc., and its affiliate Bayshore Mall L.P., as
successor-in-interest to Bay Shore Mall Partners, objected to the
confirmation of C&K Market's plan.  Rouse, a landlord of a
nonresidential property lease with C&K Market, argued that the
disclosure statement describes a plan that proposes to assume and
assign leases for nonresidential real property without providing
necessary information regarding adequate assurance of future
performance and prompt cure of defaults under the leases as
required by the Bankruptcy Code. Rouse asserted that the
disclosure statement does not provide sufficient information for
creditors to make an informed choice to approve or reject the
plan.

C&K Market clarified that Rouse's objection was based on its
mistaken assertion that the plan provides that leases of
nonresidential real property will be deemed assumed on the
effective date of the plan.  Michael W. Fletcher, Esq., at Tonkon
Torp LLP, Portland, Oregon, explained that the assumption or
rejection of leases will be dealt with outside of the plan. Both
the plan and the disclosure statement make it clear that that the
provisions of the plan providing for the deemed assumption of
executory contracts only apply to those that are not otherwise
subject to a prior Bankruptcy Court order or pending motion before
the Bankruptcy Court.

                       About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.


C&K MARKET: Asks Court to Approve Lease Deal with Bayshore Mall
---------------------------------------------------------------
C&K Market, Inc., asks the Bankruptcy Court to approve a leasehold
buyout agreement with Bayshore Mall, L.P.

C&K Market and Bayshore Mall are parties to a lease dated
September 17, 1993, as amended November 22, 1994 for premises
commonly known as store no. 3001, at Bayshore Mall, in Eureka,
Humboldt County, California.  The lease expires on December 31,
2034.

On May 19, 2014, C&K Market sought to assume the lease but
Bayshore Mall objected and argued that C&K Market could not cure
defaults under the lease and could not provide adequate assurance
of future performance under the lease.

To resolve the dispute and avoid the expense, delay and risk
involved in litigation, the parties executed the leasehold buyout
agreement, which provides for the sale by C&K Market to Bayshore
Mall of the lease for $50,000.

U.S. Bank holds a leasehold mortgage on the lease and C&K Market
is required to obtain a release or termination of the leasehold
mortgage.

Michael W. Fletcher, Esq., at Tonkon Torp LLP, in Portland,
Oregon, points out that approval of the leasehold buyout will
benefit C&K Market and its estate in that:

   (a) it will avoid the cost and risk involved in litigation over
       its right to assume the lease;

   (b) it will be paid $50,000 in cash; and

   (c) Bayshore Mall will release its potential rejection claim
       that could exceed $400,000.

Mr. Fletcher assures that Court that the leasehold buyout was
negotiated at arm's length and in good faith.

C&K Market is represented by:

     Albert N. Kennedy, Esq. (Lead Attorney)
     Direct Dial: (503) 802-2013
     Facsimile: (503) 972-3713
     E-Mail: al.kennedy@tonkon.com

          - and -

     Timothy J. Conway, Esq.
     Direct Dial: (503) 802-2027
     Facsimile: (503) 972-3727
     E-Mail: tim.conway@tonkon.com

     Michael W. Fletcher, Esq.
     Direct Dial: (503) 802-2169
     Facsimile: (503) 972-3869
     E-Mail: michael.fletche2r@tonkon.com

     Ava L. Schoen, Esq.
     Direct Dial: (503) 802-2143
     Facsimile: (503) 972-3843
     E-Mail: ava.schoen@tonkon.com

     TONKON TORP LLP
     1600 Pioneer Tower
     888 S.W. Fifth Avenue
     Portland, OR 97204

                       About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.


CEREPLAST INC: Trellis Earth to Acquire Assets for $2.6 Million
---------------------------------------------------------------
Trellis Earth Products, Inc ., a maker of bioplastic food service
disposables, will pay $2.6 million for substantially all of
Cereplast Inc.'s assets including production equipment, patents,
inventory, and trademarks, plus pay certain contract cure costs,
as part of Cereplast's Chapter 7 liquidation proceedings.  United
States Bankruptcy Judge Basil H. Lorch III entered the sale order
on June 20 for the assets of Cereplast, including its former
Seymour bioplastics factory.

"We have long wanted to mark our products as 'Made in the
U.S.A.'," said Mike Senzaki, Trellis Earth CEO.  "The acquisition
of this factory will enable to us to quickly become the pre-
eminent American supplier of bioplastic food service disposables."

Trellis Earth is a 7-year old company with over 500 customers in
the food service industry including Kroger, Trader Joe's, and
Wegmans.  Key products provided include bio-based cutlery, food
containers, and shopping bags.

"Of our 100+ products, we hope to make at least 50 percent of them
in the U.S. within six months and the balance within a year," said
Mr. Senzaki.

Trellis Earth is a privately held company with nearly $20 million
of sales since its founding in 2007.  The company is targeting
$8.5 million in revenue for 2015 based on strong forecast demand
from customers seeking its U.S.-made, corn starch based,
proprietary bioplastic finished goods.  The 105,000 square foot
facility acquired from Cereplast has existing annual bioplastic
manufacturing capacity to produce materials worth over $50
million.

Bob Crosby, Trellis Earth Vice President of Sales, said, "We have
worked diligently over the last three years to build a pipeline of
marquee customers seeking our sustainable, cost-neutral
alternatives for cutlery and food containers.  We hope to make
several announcements in the coming weeks and months about key
contracts that will drive the growth of our U.S. manufacturing
strategy."

Axiom Capital Management Inc. of New York City represented the
company in the transaction and acted as sole placement agent.

                       About Cereplast Inc.

Seymour, Indiana-based Cereplast, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Ind. Case No. 14-90200) on
Feb. 10, 2014, estimating $10 million to $50 million in both
assets and debts.

Cereplast has developed and is commercializing proprietary bio-
based resins through two complementary product families: Cereplast
Compostables(R) resins which are compostable, renewable,
ecologically sound substitutes for petroleum-based plastics, and
Cereplast Sustainables(TM) resins (including the Cereplast Hybrid
Resins product line), which replaces up to 90 percent of the
petroleum-based content of traditional plastics with materials
from renewable resources.

In connection with the Bankruptcy Filing, the Company's common
stock began trading under a new trading symbol, "CERPQ" effective
Feb. 19, 2014.

Judge Basil H. Lorch III oversees the case.  Cereplast is
represented by Tamara Marie Leetham, Esq., at Austin Legal Group,
as counsel.

Horizon Technology Finance Corporation, as successor to Compass
Horizon Funding Company LLC and Horizon Credit I, LLC, has asked
the Court to convert the Chapter 11 case to one under Chapter 7 of
the Bankruptcy Code.  Horizon is lender to the Debtor under the
venture loan and security agreement dated Dec. 21, 2010, under
which Horizon extended credit totaling $4.0 million.  Horizon has
been granted a security interest in all assets of the Debtor.

The debt due Horizon is in payment default.  The sale of the
Collateral was scheduled for Feb. 11, 2014, but the Debtor sought
to restrain the sale in proceedings pending in the Superior Court
of the State of California, for the County of Los Angeles, as
Cause No. CGC-08-482329.  The Debtor's request for a restraining
order was denied on Feb. 10, and the Chapter 11 case was commenced
on the same day.

Horizon is represented by Whitney L. Mosby, Esq., at Bingham
Greenebaum Doll LLP.


CONSTAR INTERNATIONAL: Forman Holt Approved as Director's Counsel
-----------------------------------------------------------------
Constar International Holdings LLC and its debtor-affiliates
sought and obtained permission from the Hon. Christopher S.
Sontchi of the U.S. Bankruptcy Court for the District of Delaware
to employ Forman Holt Eliades & Youngman LLC as special counsel to
Charles M. Forman, the independent director of the Debtors, nunc
pro tunc to March 10, 2014.

The independent director requires separate counsel to assist him
in the exercise of his fiduciary duties.  The scope of Forman
Holt's retention is limited to advising the independent director.

Forman Holt will be paid at these hourly rates:

       Attorneys                  $200-$600
       Paralegals                 $150-$200

The independent director and the Committee agreed to a weekly fee
of $4,500 to the independent director for his services nunc pro
tunc to Mar. 10, 2014.  Forman Holt agreed to bill for its
services as special counsel to the independent director at a
blended hourly rate of $445 for attorneys and its regular hourly
rate for paralegals.

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

Michael E. Holt, member of Forman Holt Eliades & Youngman LLC,
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.

Forman Holt can be reached at:

        Michael E. Holt, Esq.
        FORMAN HOLT ELIADES & YOUNGMAN LLC
        80 Route 4 East, Ste 290
        Paramus, NJ 07652
        Tel: (201) 845-1000
        Fax: (201) 845-9112
        E-mail: mholt@formanlaw.com

                    About Constar International

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

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

Judge Christopher S. Sontchi oversees the 2013 case.

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

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

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.

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


COSTA BONITA: Court Orders Voluntary Dismissal of Chapter 11 Case
-----------------------------------------------------------------
Costa Bonita Beach Resort, Inc., requested the District of Puerto
Rico Bankruptcy Court to grant a voluntary dismissal of the
Chapter 11 case.  While various creditors joined in Costa Bonita's
motion, secured creditor DF Servicing LLC opposed voluntary
dismissal and instead moved the Court to convert the case to a
Chapter 7 liquidation.  Asociacion de Condomines de Costa Bonita,
the homeowners' association for the Debtor's condominium
collateral, likewise requested that the Court convert the case.
DF holds a valid, perfected and secured claim of over $5.2 Million
in this single asset real estate (SARE) case.

The Court conducted a two-day hearing on DF's Motion to Convert
and the Debtor's Motion to Dismiss in late April 2014.  Hon.
Enrique S. Lamoutte ultimately ordered dismissal with a 36-month
bar to refiling the case.

At the hearing, DF's experts estimated that the pre-petition value
of the estate was in excess of $12 million, and that as of the
hearing date the value had decreased more than $7 million to an
approximate market value of $5.2 million.  Further, DF's insurance
experts testified at the hearing that the Debtor had allowed the
existing insurance on the real estate collateral to lapse by
failing to make a premium payment of over $31,000.  Despite the
Debtor's contention that it had obtained replacement insurance
policies, DF's experts stated that the Debtor's purported
replacement insurance was defective and/or deficient for a host of
reasons.

The Debtor's Vice-President, Aida Escribano, testified at the
hearing that the Debtor had only generated revenue of $551,000
since filing its Chapter 11 Petition in February 2012, and had
paid more than $558,000 in expenses during the same time frame.
Further, Escribano admitted that the majority of the revenue
consisted of loans from stockholders and owners rather than
revenue from operations.  Escribano also admitted that the Debtor
has made no payments to DF, paid no taxes, nor even paid its
Chapter 11 counsel.  Escribano also admitted that the only
potential rehabilitation of the Debtor was the sale of the real
estate collateral to a third party buyer; however, there are
currently no prospective buyers.

Section 1112(b)(1) of the Bankruptcy Code permits, after notice to
the parties and a hearing, either dismissal or conversion --
whichever is in the best interest of the estate. The Court has
discretion in choosing between dismissal and conversion, and
applies a balancing test to determine which approach is in the
best interest of the bankruptcy estate.  In re DeJoungne, 334 B.R.
760, 770 (1st Cir. B.A.P. 2005).

In reaching its decision to dismiss, the Court opined that since
the Debtor is administratively insolvent, it is unlikely that the
Debtor can rehabilitate or fund a Plan of Reorganization.  The
Court acknowledged that creditors face multiple detriments in this
case, such as diminution of the property value, risk to collateral
due to the lack of insurance, and the Debtor's failure to provide
Monthly Operating Reports and to pay taxes which are due.
However, because liquidation at this time would result in
distribution solely to DF and not the remaining creditors, the
Court determined that dismissal of the Debtor's Petition with a
36-month bar on the refiling of a Petition to be in the best
interest of the estate.

DF is represented by Luis C. Marini-Biaggi, Esq., and Nayuan
Zouairabani, Esq., at O'Neill & Borges LLC of San Juan, PR.

                        About Costa Bonita

Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa
Bonita Beach Resort in Culebra, Puerto Rico.  It filed a
bankruptcy petition under Chapter 11 of the Bankruptcy Code for
the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009.
During this case, the Court entered an Opinion and Order finding
that the Debtor satisfied all three (3) prongs of the Single Asset
Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec.
362(d)(3). The Court also entered an Order modifying the automatic
stay to allow creditor DEV, S.E., to continue in state court
proceedings for the removal of the illegal easement and the
restoration of DEV, S.E.'s land to its original condition by the
Debtor.  The first bankruptcy petition was dismissed on May 10,
2011 on the grounds that the Debtor failed to comply with an April
21, 2011 Order and the Debtor's failure to maintain adequate
insurance.  The case was subsequently closed on Oct. 11, 2011.

Costa Bonita Beach Resort filed a second bankruptcy petition
(Bankr. D.P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San
Juan, Puerto Rico.  In the 2012 petition, the Debtor said assets
are worth $15.1 million with debt totaling $14.2 million,
including secured debt of $7.8 million.  The apartments are valued
at $9.6 million while a restaurant and some commercial spaces at
the resort are valued at $3.67 million.  The apartments serve as
collateral for the $7.8 million while the commercial property is
unencumbered.

Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case.
Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case.
The petition was signed by Carlos Escribano Miro, president.


CROWN CASTLE:  Moody's Affirms B1 Senior Unsecured Debt & Ba2 CFR
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Crown Castle
International Corp. and its subsidiaries. Concurrently, Moody's
withdrew the company's speculative grade liquidity rating,
probability of default rating and loss given default assessments.
The rating outlook is stable.

Rating Rationale

The rating affirmation reflects Crown Castle's strong operating
performance since its conversion to a REIT this year and Moody's
view that this and the initiation of dividend payments will not
impact Crown Castle's credit strengths, which center on its high-
margin business with stable, contractual cash flows, attractive
growth opportunities and ample liquidity. Moody's is withdrawing
Crown Castle's speculative grade liquidity rating, probability of
default rating and loss given default assessments because these
ratings do not apply under Moody's methodology for rating
commercial property REITs.

Crown Castle's Ba2 Corporate Family Rating (CFR) reflects the
REIT's position as the leading independent wireless tower operator
in the US, robust liquidity, long-term leases with annual
escalations, high credit quality tenants and the ability to
generate significant free cash flow. Moody's believe tower
industry fundamentals and growth trends remain favorable over the
next several years owing to continued strong demand for wireless
and data services, the acceleration in mobile traffic and
continued build out of carriers' wireless networks. These credit
strengths are offset by the REIT's high leverage, significant
tenant concentration, material subsidiaries with secured debt and
material share of encumbered assets in its portfolio. CCI's
ratings are also constrained by its exposure to technology network
shifts or major technological transformation and untested
alternative use for its properties should such dramatic changes
occur -- risks that are not typically associated with traditional
commercial real estate REITs.

The rating outlook is stable, reflecting Crown Castle's solid
operating performance, visible revenue growth via a significant
backlog of contractual rents and increasing wireless carrier
demand. The stable outlook also reflects Moody's expectations of
continued EBITDA and cash flow expansion that will support
improvement in the company's credit profile and leverage metrics.

Further upward ratings migration would be dependent upon Crown
Castle allocating a significant portion of free cash flow
generation towards deleveraging, simplifying it structure and
unencumbering its asset base. Quantitatively, upwards rating
pressure may develop if Crown Castle manages its capital structure
such that net debt to EBITDA is sustained below 6x, and secured
debt is reduced to levels below 20% of gross assets.

The ratings may face downward pressure if weakening industry
fundamentals, a return to more aggressive financial policies
including large debt-financed acquisitions or share repurchases or
lower-than-expected cash flow growth result in tight liquidity, or
net debt to EBITDA sustained above 7.5x, or fixed charge coverage
deteriorating to below 2.5x.

The following ratings were affirmed with a stable outlook:

  Crown Castle International Corp. -- Ba2 corporate family
  rating; B1 senior unsecured debt.

  Crown Castle Operating Company -- Ba2 senior secured credit
  facility.

  CC Holding GS V LLC -- Baa3 guaranteed senior secured.

The following ratings were assigned with a stable outlook:

  Crown Castle International Corp. -- (P)B1 senior unsecured debt
  shelf; (P)B2 subordinate debt shelf; (P)B3 preferred equity
  shelf.

The following ratings were withdrawn:

  Crown Castle International Corp. -- Ba2-PD probability of
  default; SGL-2 speculative grade liquidity rating; (LGD6. 92%)
  senior unsecured debt LGD assessment.

  Crown Castle Operating Company -- (LGD4, 57%) senior secured
  credit facility LGD assessment.

  CC Holding GS V LLC -- (LGD2, 23%) guaranteed senior secured
  LGD assessment.

Moody's most recent action with respect to Crown Castle took place
in December 2013, when the rating agency assigned Ba2 to Crown
Castle's new incremental term loan B, affirmed Ba2 CFR and
existing debt ratings with a stable outlook.

Crown Castle [NYSE: CCI] is real estate investment trust based in
Houston, Texas which owns, operates and leases towers and other
infrastructure for wireless communications. Crown Castle offers
significant wireless communications coverage to all of the top 100
US markets and to substantially all of the Australian population.
Crown Castle owns, operates and manages approximately 40,000 and
1,800 wireless communication sites in the US and Australia,
respectively.


CUE & LOPEZ: Harrison Seeks to Withdraw as Debtor's Counsel
-----------------------------------------------------------
Attorney Patricia I. Varella Harrison seeks the Bankruptcy Court's
approval to withdraw as counsel for Cue & Lopez Construction, Inc.
Harrison ended her employment at Charles A. Cupril, FSC law
offices on May 15, 2014.  Cupril will continue as counsel for the
Debtor.

Meanwhile, Cue & Lopez Construction sought a third extension
within which to file its Plan of Reorganization and Disclosure
Statement in the Bankruptcy Court for the District of Puerto Rico.

The Debtor previously obtained extensions through June 2, 2014.
The Debtor claims this brief extension is necessary because the
Debtor continues to renew and negotiate proofs of claim by the
Puerto Rico Treasury Department, the IRS, and Scotiabank Puerto
Rico.  Additionally, the Debtor is working to acquire new projects
which would affect plan feasibility.

Bankruptcy Judge Brian K. Tester granted the Debtor's request and
ordered the Debtor's Plan and Disclosure Statement due by June 23,
2014.

                         About Cue & Lopez

San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 4, 2013
(Case No. 13-08297, Bankr. D.P.R.).  The case is assigned to Judge
Brian K. Tester.

Cue & Lopez Contractors, Inc., filed a separate Chapter 11
petition (Case No. 13-08299) on the same date.

The Debtors are represented by Charles Alfred Cuprill, Esq., at
Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico.  CPA
Luis R. Carrasquillo & Co., P.S.C., serves as accountant.

Cue & Lopez Construction scheduled $13,334,151 in total assets and
$17,520,089 in total liabilities.  The Chapter 11 petitions were
signed by Frank F. Cue Garcia, president.


DBSI INC: Ex-Pres. Can't Retrieve Assets Despite Dropped Charges
----------------------------------------------------------------
Law360 reported that an Idaho federal judge denied a request by
Douglas L. Swenson, the former president of bankrupt real estate
firm DBSI Inc., to recover funds seized during his trial for
defrauding investors of $169 million, instead granting the
government's motion to freeze assets held by Swenson and his wife
totaling $1.47 million.

According to the report, Swenson had sought to have his property
returned because it had been seized while he was being
investigated for money laundering and the money laundering charge
against him was later dropped.  But Chief Judge B. Lynn Winmill
said it would be illogical to return property to a defendant who
was likely to conceal his assets while awaiting sentencing on 44
counts of securities fraud and 34 counts of wire fraud, the report
related.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee won confirmation of the
Second Amended Joint Chapter 11 Plan of Liquidation for DBSI,
paving the way for it to pay creditors and avoid years of
expensive litigation over its complex web of affiliates.  The
plan, which was declared effective Oct. 29, 2010, was co-proposed
by DBSI's unsecured creditors committee.

Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate
Liquidating Trust was established as of the effective date and
certain of the Debtors' assets, including the Debtors' ownership
interest in Florissant Market Place was transferred to the RE
Trust.  Mr. Zazzali and Conrad Myers were appointed as the post-
confirmation trustees.  Messrs. Zazzali and Myers are represented
by lawyers at Blank Rime LLP and Gibbons P.C.


DETROIT, MI: Attorney General Approves DIA Settlement
-----------------------------------------------------
Attorney General Bill Schuette approved the DIA Settlement which
is part of The City of Detroit's Fourth Amended Bankruptcy Plan.

Under the DIA Settlement, certain local and national foundations
have committed to fund the settlement with $366 million; and the
Detroit Institute of Arts, which is the charitable nonprofit
corporation that founded the DIA museum and now manages the
museum, has committed to fund an additional $100 million.

The DIA Settlement includes several conditions on the
participation of the DIA Funding Parties, including "the approval
of the DIA Settlement by the Attorney General for the State."

As reported in the Troubled Company Reporter on April 14, 2014,
Judge Steven W. Rhodes ruled that Detroit could proceed with a
plan to pay $85 million to UBS and Bank of America over several
months to terminate the financial contracts, known as interest-
rate swaps.  The city entered into the swaps in 2005 as part of a
transaction that was supposed to help finance pensions.

Under the terms of the new settlement, the two banks agreed to
back Detroit's overall plan of adjustment, which is critical for
the city's push to resolve its bankruptcy by early fall, the
report related.  Municipal bankruptcy rules say that if one class
of impaired creditors votes to approve the city's plan of debt
adjustment, the judge may be able to impose the terms forcibly on
everybody else.

The state law that put Detroit under emergency management is
scheduled to expire in September, the report further related.
There are concerns that the case will end up in a hopeless
quagmire if creditors continue to fight settlement proposals and
the bankruptcy remains unresolved by the time the emergency
manager, Kevyn D. Orr, ends his term.

The judge's decision gives Detroit leverage to seek negotiated
settlements with other creditors, although stiff opposition still
remains, the report said.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Bid for Site Visit Challenged
------------------------------------------
The so-called COP objectors submitted a limited objection to the
motion of the City of Detroit, Michigan, for site visit by the
Court in connection with the hearing on confirmation of the City's
Plan of Adjustment.

The COP objectors said the motion, filed June 6, 2014, must only
be granted if (a) the time spent on the site visit presentation is
counted against the 98 hours of trial time allotted to the City;
and (b) counsel for all objecting parties are permitted to attend.

In a separate filing, National Public Finance Guarantee
Corporation, in a limited objection, stated that the bus tour is
important to the presentation of its case, it must count against
its trial time.  The City must not be given three extra hours to
make such a presentation.

National is represented by:

         Jeffrey E. Bjork, Esq.
         Gabriel R. MacConaill, Esq.
         SIDLEY AUSTIN LLP
         555 West Fifth Street, Ste. 4000
         Los Angeles, CA 90013
         Tel: (213) 896-6000
         Fax: (213) 896-6600
         E-mails: jbjork@sidley.com
                  gmacconaill@sidley.com

              - and -

         James F. Bendernagel, Esq.
         Guy S. Neal, Esq.
         SIDLEY AUSTIN LLP
         1501 K Street, N.W.
         Washington, DC 20005
         Tel: (202) 736-8000
         Fax: (202) 736-8711
         E-mails: jbendernagel@sidley.com
                  gneal@sidley.com

              - and -

         Paul R. Hage, Esq.
         JAFFE RAITT HEUER & WEISS, P.C.
         2777 Franklin Road, Suite 2500
         Southfield, MI 48034
         Tel: (248) 351-3000
         Fax: (248) 351-3082
         E-mail: phage@jaffelaw.com

Assured Guaranty Municipal Corp., formerly known as Financial
Security Assurance Inc., Berkshire Hathaway Assurance Corporation
and Financial Guaranty Insurance Company, in its response to the
Debtor's motion, stated that in this case, there is no "site" to
visit.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Parties Agree to Allow Late-Filed Claim
----------------------------------------------------
The City of Detroit and creditor Nathaniel Brent have agreed that
Brent should be given until June 16, 2014 to file his proof of
claim in this Chapter 9 case pending before Judge Steven W. Rhodes
in the Eastern District of Michigan.  Brent is pursuing a civil
case in the District Court for the Eastern District of Michigan
against the Detroit Police Department and some of its officers for
allegedly violating his civil rights.

The agreement was reached because the City concedes that it failed
to provide notice of the February 21, 2014 bar date to Brent.
Once Brent's Claim is filed, it will be referred to Chief Judge
Gerald Rosen for mediation based on Judge Rhodes previously
entered Order Approving Alternative Dispute Resolution.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Reaches Deal With Bondholders in Bankruptcy Talks
--------------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that Detroit
got closer to resolving its record $18 billion municipal
bankruptcy, reaching a deal with the insurer of taxpayer-backed
bonds on how to treat debt holders.

The report, citing a statement filed in court by mediators
appointed to help broker an agreement, said details are being put
into final written form.  The mediators, according to the report,
didn't say how much the bondholders covered by the agreement, who
are owed about $163.5 million, would recover or how much insurers
would have to pay to cover any losses on the limited tax, general
obligation bonds known as LTGOs.

                  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: Sharon Greene Ordered to Discontinue Florida Suit
-----------------------------------------------------------------
Bankruptcy Judge Christopher S. Sontchi entered an order enforcing
the permanent injunction imposed pursuant to Section 11.4 of the
Amended Joint Chapter 11 Plan of Reorganization of Devonshire PGA
Holdings, LLC against Sharon D. Greene, a claimant.

The Court directed Ms. Greene to immediately cease and discontinue
all efforts to collect or recover amounts relating to litigation
in Florida.

Ms. Greene is party to a lawsuit styled Sharon D. Greene v.
Chatsworth PGA Properties, LLC, pending in the Circuit Court of
the Fifteenth Judicial Circuit in and for Palm Beach County,
Florida.

                    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.


ELITE PHARMACEUTICALS: Settles With VGS Parties for $5 Million
--------------------------------------------------------------
Elite Pharmaceuticals, Inc., entered into a settlement agreement
with Novel Laboratories, Inc., Veerappan S. Subramanian, VGS
Pharma, LLC, and other related parties pursuant to which the 2006
Strategic Alliance Agreement and Stockholders Agreement with
Subramanian and VGS were terminated and all parties executed
mutual releases.  In addition, the VGS Parties paid Elite
$5,000,000 in exchange for 9,800 shares of Novel Class A common
stock owned by Elite.  This resolves all disputes and claims
between Elite and the VGS Parties, including those alleged in the
action commenced by Elite against the VGS Parties on April 28,
2014, and ends Elite's ownership in Novel.

Pursuant to the 2006 Strategic Alliance Agreement and Stockholders
Agreement, the Company, Subramanian and VGS formed Novel for the
research, development, manufacturing, sales, distribution,
licensing and acquisition of specialty generic pharmaceuticals.

                     About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported net income attributable to common
shareholders of $1.48 million on $3.40 million of total revenues
for the year ended March 31, 2013, as compared with a net loss
attributable to common shareholders of $15.05 million on $2.42
million of total revenues for the year ended March 31, 2012.
The Company's balance sheet at Dec. 31, 2013, showed $18.27
million in total assets, $23.20 million in total liabilities and a
$4.92 million total stockholders' deficit.

Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2013.  The independent auditors noted
that the Company has experienced significant losses resulting in a
working capital deficiency and shareholders' deficit.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


FIRST DATA: Moody's Affirms 'B3' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has affirmed First Data Corporation's
corporate family and probability-of-default ratings (CFR and PDR,
respectively) at B3 and B3-PD, respectively. All debt ratings have
also been affirmed. The rating outlook has been revised to
positive from stable.

The outlook change to positive follows First Data's announcement
that it plans to issue approximately $3.5 billion of its common
stock in a private placement. The net proceeds from this offering
will be used to reduce debt.

Rating Rationale

The B3 CFR and positive outlook reflect Moody's expectation that
First Data will gradually reduce adjusted debt to EBITDA toward 7
times over the next two years. Following the redemption of debt
using the net proceeds from the equity raise, First Data's debt
leverage will decrease to below 8 times from over 9.5 times on a
Moody's adjusted basis (including the HoldCo PIK notes held at
First Data's parent company, First Data Holdings Inc.). While this
represents a significant reduction of debt, the improved leverage
will be consistent with other companies in the B3 rating category.
Moody's believes the private placement is the first step in a de-
leveraging path, arising from both profit growth and additional
capital raises (e.g., public offering of common stock and/or asset
divestitures).

Moody's expects adjusted EBITDA to approach $3 billion by the end
of 2015 (currently over $2.5 billion on a trailing twelve basis)
as First Data benefits from platform integration savings,
conversion of new business, and growth of credit card issuer
processing. Further long-term upside should arise from
international expansion (e.g., acquiring business in Brazil) and
the roll-out of new payment solutions such as the Clover tablet
offering, which Moody's believe will gain some traction given
First Data's distribution scale and incumbency advantage with its
merchant base.

First Data's ratings are supported by the company's scale and
leading market positions in electronic commerce and payment
solutions for financial institutions and merchants, and the
ongoing shift of payment method to electronic cards from cash and
checks. First Data also maintains a diversified business profile
(e.g., breadth of service offerings and international presence)
and good liquidity.

The Caa1 rating on the senior unsecured notes reflects both the
overall probability of default of the company, to which Moody's
assigns a PDR of B3-PD, and an average recovery. Moody's has
utilized a one-notch override of Moody's Loss Given Default (LGD)
methodology in determining the rating on the senior unsecured
notes, due to the potential for future changes in the capital
structure over the next few years.

The positive outlook incorporates Moody's view that First Data
will generate low to mid single digit percentage revenue and
higher EBITDA growth through 2015 with modest economic growth and
increased operating leverage through higher transaction and card
issuance volumes. Moody's also expects annual adjusted free cash
flow greater than $500 million.

The ratings could be upgraded if First Data were to achieve at
least mid-single digit revenue growth and double-digit percentage
profit growth or further deleveraging through equity offerings,
such that adjusted debt to EBITDA decreases to below 7 times on a
sustained basis. The ratings could be lowered if Moody's expects
free cash flow to turn negative for an extended period of time or
First Data were to suffer a significant loss of market share due
to emerging payment technologies.

Outlook Actions:

Issuer: First Data Corporation

Outlook, Changed To Positive From Stable

Affirmations:

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Senior Secured Bank Credit Facilities, Affirmed B1, LGD2

Senior Secured First Lien Notes, Affirmed B1, LGD2

Senior Secured Second Lien Notes, Affirmed Caa1, LGD4

Senior Unsecured Notes, Affirmed Caa1, LGD5

Senior Subordinated Notes, Affirmed Caa2, LGD6

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

With over $11 billion of projected total annual revenues, First
Data Corporation is a leading provider of electronic commerce and
payment processing solutions for financial institutions,
merchants, and other organizations worldwide.


FIRST DATA: Fitch Retains 'B' IDR Following $3.5BB Sale Proceeds
----------------------------------------------------------------
First Data Corp.'s (FDC) announcement that its direct parent
company, First Data Holdings Inc., intends to sell $3.5 billion of
common equity and dedicate the proceeds towards debt reduction,
will not affect FDC's 'B' Issuer Default Rating (IDR), according
to Fitch Ratings.

The transaction is favorable to the credit profile; however, the
current ratings reflect the company's elevated leverage, which
remains high following this transaction.  A full list of ratings
follows at the end of this release.

First Data Holdings Inc. has received commitments to purchase
approximately $3.5 billion of its common equity in a private
placement led by KKR.  The transaction is expected to be completed
by July 11, 2014.  KKR has committed to purchase $1.2 billion in
equity, new investors have committed $ 2.0 billion and other
existing investors will provide the remaining $300 million.

FDC announced its plans to redeem $2.1 billion in various notes
(resulting in approximately $200 million in early redemption
fees); saving the company approximately $214 million in interest
expense per annum.  The company has not publicly stated the use of
proceeds for the remaining $1.1 billion; however, Fitch believes
this remaining balance will be used to further reduce debt.  The
announced debt reduction plans lower gross unadjusted leverage
from 9.8x (including the Holdco PIK notes) to approximately 8.9x.
Applying the remaining equity proceeds to debt reduction, Fitch
estimates that leverage may be further reduced to 8.6x or 8.5x.

KEY RATING DRIVERS

From an operational perspective, Fitch believes core credit
strengths include:

   -- Stable end-market demand with below-average susceptibility
      to economic cyclicality;

   -- A highly diversified, global and stable customer base
      consisting principally of millions of merchants and large
      financial institutions;

   -- A significant advantage in scale of operations and
      technological leadership which positively impact the
      company's ability to maintain its leading market share and
      act as barriers to entry to potential future competitors.
      In addition, FDC's FS business benefits from long-term
      customer contracts and generally high switching costs;

   -- Low working capital requirements typically enable a high
      conversion of EBITDA less cash interest expense into cash
      from operations.

Fitch believes credit concerns include:

   -- Mix shift in the Merchants Solution (MS) segment, including
      a shift in consumer spending patterns favoring large
      discount retailers, which has negatively affected
      profitability and revenue growth and could lead to greater
      than anticipated volatility in results;

   -- High fixed cost structure with significant operating
      leverage that drives profit volatility during business and
      economic cycles;

   -- Consolidation in the financial services industry and changes
      in regulations could continue to negatively impact results
       in the company's Financial Services (FS) segment;

   -- Potential for new competitive threats to emerge over the
      long term including new payment technology in the MS
      segment, the potential for a competitor to consolidate
      market share in the MS segment, and the potential for
      historically niche competitors in the FS segment to move
      upstream and challenge FDC's relative dominance in card
      processing for large financial institutions.

   -- A highly levered balance sheet that results in limited
      financial flexibility and reduces the company's ability to
      act strategically in a business that has historically
      benefited from consolidation opportunities.

Liquidity as of Mar. 31, 2014, was solid with cash of $408.5
million, $173.1 million of which was available to the company in
the U.S. FDC has a $1 billion senior secured revolving credit
facility which expires September 2016 and had $624.4 million of
available borrowing capacity.

Total debt as of Mar. 31, 2014 was $24.7 billion, which includes
approximately $326 million of borrowing under the revolving credit
facility, $15.6 billion in secured debt, $4.6 billion in unsecured
debt, $2.5 billion in subordinated debt, and $1.5 billion in
Holdco PIK notes.

The Recovery Ratings (RRs) for FDC reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of FDC, and hence recovery
rates for its creditors, will be maximized in a restructuring
scenario (as a going concern) rather than a liquidation scenario.
In deriving a distressed enterprise value, Fitch applies a 15%
discount to FDC's estimated operating EBITDA (adjusted for equity
earnings in affiliates) of approximately $2.1 billion for the LTM
ended Mar. 31, 2014.  Fitch then applies a 6x distressed EBITDA
multiple, which considers FDC's prior public trading multiple and
that a stress event would likely lead to multiple contraction.  As
is standard with Fitch's recovery analysis, the revolver is fully
drawn and cash balances fully depleted to reflect a stress event.

The 'RR2' for FDC's secured bank facility and senior secured notes
reflects Fitch's belief that 71%-90% recovery is realistic.  The
'RR6' for FDC's second lien, senior and subordinated notes
reflects Fitch's belief that 0% - 10% recovery is realistic.  The
'CCC/RR6' rating for the subordinated notes reflects minimal
recovery prospects in a distressed scenario.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead
to positive rating action include:

   -- Greater visibility and confidence in the potential for the
      company to access the public equity markets.

Future developments that may, individually or collectively, lead
to negative rating action include:

   -- If FDC were to experience sustained market share declines or
      if typical price compression accelerates;

   -- If the U.S. economy were to experience a sustained
      recession.

Fitch rates FDC as follows:

   -- Long-term IDR 'B';
   -- Senior secured revolving credit facility and term loans
      'BB-/RR2';
   -- Senior secured notes 'BB-/RR2';
   -- Junior secured notes 'CCC+/RR6';
   -- Senior unsecured notes 'CCC+/RR6';
   -- Senior subordinated notes 'CCC/RR6'.

The Rating Outlook is Stable.


FIRST MARINER: Expects to Complete RKJS Merger This Month
---------------------------------------------------------
First Mariner Bancorp's wholly owned subsidiary, 1st Mariner Bank,
said that the Federal Deposit Insurance Corporation and the
Maryland State Banking Commissioner approved the merger agreement
among First Mariner Bancorp, the Bank and investor group RKJS
Bank.  Approval by the regulatory agencies was needed to complete
the transaction, which is expected to close in the month of June.

Upon the closing of the merger transaction the Company will
receive $18,725,949 in proceeds, which will be utilized to satisfy
administrative costs and expenses of the Company and to fund
distributions to the Company's creditors and other stakeholders in
accordance with a Chapter 11 plan of liquidation, which will be
proposed by the Company and will be subject to Bankruptcy Court
approval.  The Company does not anticipate that any proceeds will
be available to stockholders.

                     About First Mariner Bancorp

First Mariner Bancorp, the holding company for Maryland community
bank 1st Mariner, filed for Chapter 11 bankruptcy on Feb. 10,
2014, in order to sell its bank subsidiary, 1st Mariner Bank, to a
new bank formed by investors.  The case is In re First Mariner
Bancorp, Case No. 14-11952 (D. Md.) before Judge David E. Rice.

The Debtor's bankruptcy counsel is Kramer Levin Naftalis & Frankel
LLP.  The Debtor's local counsel is Lawrence Joseph Yumkas, Esq.,
at Yumkas, Vidmar & Sweeney, LLC, in Annapolis, Maryland.  The
Debtor's regulatory and corporate counsel is Kilpatrick Townsend &
Stockton LLP.  The Debtor's investment banker and financial
adviser is Sandler O'Neill + Partners, L.P.

The Debtor has total assets of $5.45 million and total debts of
$60.52 million.


FOUR OAKS: Stockholders Elected 8 Directors
-------------------------------------------
Four Oaks Fincorp, Inc., held its annual meeting of shareholders
on June 9, 2014, at which the shareholders:

   (1) elected Robert Gary Rabon, William J. Edwards, Percy Y.
       Lee, Ayden R. Lee, Jr., Warren L. Grimes, Michael A. Weeks,
       Dr. R. Max Raynor, Jr., and Paula Canaday Bowman to the
       Company's Board of Directors;

   (2) ratified the appointment of Cherry Bekaert LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending Dec. 31, 2014; and

   (3) approve, on an advisory (nonbinding) basis, the
       compensation of the Company's executive officers.

                          About Four Oaks

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

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

                          Written Agreement

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

   * revise lending and credit administration policies and
     procedures at the Bank and provide relevant training;
   * enhance the Bank's real estate appraisal policies and
     procedures;

   * enhance the Bank's loan grading and independent loan review
     programs;

   * improve the Bank's position with respect to loans,
     relationships, or other assets in excess of $750,000, which
     are now or in the future become past due more than 90 days,
     are on the Bank's problem loan list, or adversely classified
     in any report of examination of the Bank; and

   * review and revise the Bank's policy regarding the Bank's
     allowance for loan and lease losses and maintain a program
     for the maintenance of an adequate allowance.

A material failure to comply with the terms of the Written
Agreement could subject the Company to additional regulatory
actions and further restrictions on its business.  These
regulatory actions and resulting restrictions on the Company's
business may have a material adverse effect on its future results
of operations and financial condition," the Company said in its
quarterly report for the period ended March 31, 2014.


GARLOCK SEALING: Hid Evidence In Asbestos Suits, Court Told
-----------------------------------------------------------
Law360 reported that Garlock Sealing Technologies LLC won a
landmark ruling that slashed its liability to asbestos victims by
concealing evidence that it had extensive knowledge of the
plaintiffs' sources of exposure to the carcinogenic mineral, a
North Carolina bankruptcy court heard.

According to the report, in a motion, the official committee of
asbestos personal injury claimants argued that new evidence showed
that Garlock had "copious, specific and probative evidence" about
the sources of plaintiffs' exposures to asbestos, and argued that
Garlock was using discovery from 15 resolved cases to paint with a
broad brush the plaintiffs' strategy in more than 10,000 cases
from the 2000s.

Matthew Daneman, writing for Democrat & Chronicle, said the fight
revolves around a ruling by Judge Hodges in January that the
company would likely have to pay no more than $125 million to
settle any current and future mesothelioma claims against it --
mesothelioma being a rare cancer of the lining around the lungs.
A pair of bankruptcy committees of attorneys representing
plaintiffs or future plaintiffs against Garlock had argued for a
figure in excess of $1 billion, the report said.

                      About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GENERAL MOTORS: Cathy Clegg to Head North America Manufacturing
---------------------------------------------------------------
Maria Armental, writing for The Wall Street Journal, reported that
General Motors Co. said Cathy Clegg will take over as vice
president of North American manufacturing as the Detroit auto
maker refocuses operations in the wake of a series of recalls.
The appointment takes effect July 1, according to the Journal.

According to the report, the shake-up comes at a time when the
Detroit auto maker faces intense scrutiny over its decade-long
failure to recall defective cars over ignition-switch defects.

                       About General Motors

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

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

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

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

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

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


GM FINANCIAL: Sells Largest Subprime Bond Since 2007
----------------------------------------------------
Al Yoon, writing for The Wall Street Journal, reported that
General Motors Financial Co., the consumer lending unit of General
Motors Co., priced its largest bond backed by subprime auto loans
since 2007, garnering the lowest yields in more than a year,
relative to an interest rate benchmark.

According to the report, citing people familiar with the deal, the
firm increased the size of its offering by $200 million to $1.4
billion, just shy of its $1.5 billion issue it sold in July 2007.
The issue is the latest sign that investors are seeking riskier
securities for their extra yield as interest rates remain low, the
Journal said.


GRIDWAY ENERGY: Court Approves Sale, Settlement with Creditors
--------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized Gridway Energy Holdings, Inc., et
al., to sell their assets to Platinum Partners Value Arbitrage
Fund LP and approved the global settlement with the Official
Committee of Unsecured Creditors, Vantage Commodities Financial
Services I, LLC, and EDF Trading North America LLC.

The Purchaser will pay $32.8 million, besting Vantage's $32
million stalking horse bid at an auction.  Vantage, the Debtors'
secured lender, would have purchased the assets mostly in exchange
for debt if there were no competing bids.  Vantage supplied $122
million in financing for the Chapter 11 effort.

The settlement would establish a trust with up to $1.5 million to
take care of the Committee's professional fees and expenses, as
well as non-ordinary course administrative claims.  The settlement
allows the company to proceed toward selling the remaining assets
in a secondary sale under procedures to be determined, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, said.

According to Law360, Judge Sontchi denied the objection raised by
the U.S. Trustee to the global settlement, holding that although
he shared the U.S. Trustee's concerns with the settlement, he
would approve it in light of the facts in the case, namely that
rejection of the pact threatened to derail a sale that was both
necessary and ready to go.

                     About Gridway Energy

Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas in markets that have been restructured to permit retail
competition -- sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 14-10833) on April 10, 2014.

The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S.  A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.

The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations.  Gridway defaulted on $60 million
of debt.

Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer.  But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.

The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP.  They employed Omni
Management Group, LLC, as claims and notice agent.

Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.

The Creditors' Committee is represented by Sharon Levine, Esq.,
and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and
Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner
Law Group LLC.

Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.


GSE ENVIRONMENTAL: Confirmation Hearing on July 25
--------------------------------------------------
The Bankruptcy Court approves the disclosure statement filed by
GSE Environmental Inc. for its plan of reorganization.

The Court sets these dates with respect to solicitation of votes
and plan objections:

     Event                            Date
     -----                            ----
     Voting Record Date               June 11, 2014
     Solicitation Deadline            June 18, 2014
     Publication Notice               June 18, 2014
     Plan Supplement Filing           July 11, 2014
     Voting Deadline                  July 18, 2014
     Plan Objection Deadline          July 18, 2014
     Voting Report to be filed        July 22, 2014
     Confirmation Brief to be filed   July 23, 2014

The hearing at which the Court will consider confirmation of the
plan will commence at 10:30 a.m., prevailing Eastern Time, on
July 25, 2014.

Based on the plan, claimants' ability to vote and distribution
depend on the kind of claims or interests held. As required under
Section 1123(a)(1) of the Bankruptcy Code, administrative claims,
dip facility claims, and priority tax claims have not been
classified. These claims must be satisfied in full in cash.
Administrative claims, dip facility claims, and priority tax
claims are not entitled to vote to accept or reject the Plan and
are conclusively presumed to have accepted the plan.

The remainder of claims and interests are classified into these
following classes:

                             Voting   Projected        Estimated
Class Claims/Interest       Rights   Recovery            Claims
----- ---------------       ------   ---------        ---------
  1    Other Priority          No       100%                  $0
  2    Other Secured           No       100%               $1.7M
  3    First Lien Secured      Yes    100% New Equity    $173.4M
  4    Qualified Unsecured
         Trade                 Yes      100%               $4.3M
  5    General Unsecured       Yes    2.4%-100%      $1M to $41M
  6    Section 510(b)          No         0%                  $0
  7    Intercompany            No     100% / 0%              N/A
  8    Intercompany
         Interests             No     100% / 0%              N/A
  9   Parent Equity
        Interests              No         0%                  $0

The Court has established July 7, 2014, at 5:00 p.m., prevailing
Eastern time, as the claims bar date for general unsecured claims.

Among the requirements for the confirmation of the plan are that
the plan:

   (a) is accepted by all impaired classes of claims and
       interests, or if rejected, that the plan does not
       discriminate unfairly and is fair and equitable as to that
       class;

   (b) is feasible; and

   (c) is in the best interests of holders of claims and interests
       that are impaired under the plan.

GSE Environmental is represented by:

     Laura Davis Jones
     Timothy P. Cairns
     PACHULSKI STANG ZIEHL & JONES LLP
     919 North Market Street, 17th Floor
     P.O. Box 8705
     Wilmington, Delaware 19899-8705
     Telephone: (302) 652-4100
     Facsimile: (302) 652-4400
     E-mail: ljones@pszjlaw.com
             tcairns@pszjlaw.com

        - and -

     Patrick J. Nash, Jr., P.C., Esq.
     Jeffrey D. Pawlitz, Esq.
     Bradley Thomas Giordano, Esq.
     KIRKLAND & ELLIS LLP
     300 North LaSalle
     Chicago, IL 60654
     Telephone: (312) 862-2000
     Facsimile: (312) 862-2200
     Email: patrick.nash@kirkland.com
            jeffrey.pawlitz@kirkland.com
            bradley.giordano@kirkland.com

                    About GSE Environmental

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

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

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

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

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

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


HEDWIN CORP: BofA Withdraws Opposition to EisnerAmper Employment
----------------------------------------------------------------
Bank of America, N.A., has withdrawn its opposition to the
application of Hedwin Corporation's Official Committee of
Unsecured Creditors for an order authorizing and approving the
retention of EisnerAmper LLP as accountants and financial advisors
to the Committee.

Bank of America noted that it did not hire a separate accountant
or financial advisor in connection with the bankruptcy case, and
instead relied upon the substantial and thorough financial
information and analysis prepared by or under the supervision of
Charles S. Deutchman, the Debtor's Chief Restructuring Officer.

Hedwin Corporation also disputed the Committee's need for a
financial advisor based on the peculiar circumstances associated
with this case.  The proposed scope of services in the application
is unnecessary and duplicative of services already available to
the Committee and therefore the Application should be denied.

The Debtor said it has provided the Committee complete access to a
data room which contains over 400 financial and legal documents.
The Committee has also been provided with full access to CRO
Deutchman to provide explanations or detailed analyses of specific
matters related to the case.

The Debtor said there is not an ongoing need for the Committee to
hire a financial advisor.  The Asset Purchase Agreement provides
that the debts of all trade creditors will be assumed by the
Buyer. With one exception, the Committee is comprised of trade
creditors who will shortly receive full payment on their claims.
Finally, all avoidance actions, which are typically prosecuted by
the Committee in most cases, are being released as part of the
sale, as fully documented in the Asset Purchase Agreement.

The Debtor said that the application represents the real
possibility of unnecessary and wasteful expenses that will be paid
for by the Estate with the dilution on impaired classes of
creditors paying the brunt of these expenses by way of a direct
discount on their recoveries.  The services that EisnerAmper are
requesting to perform are essentially the same as the services
being provided by the CRO to whom the Committee has unfettered
access.

The Committee submitted an Omnibus Reply to the objections filed
to its application to employ EisnerAmper.  The Committee said the
services to be provided by EisnerAmper will not be duplicative of
the services provided by the Debtor's professionals.  The
Committee, as a "watchdog" in the Debtor's bankruptcy case, is
entitled to unbiased financial analyses of the data provided by
the Debtor and other issues in the case that relate to the rights
and interests of general unsecured creditors.  The Committee
cannot simply accept the Debtor's assertions at face value.

The Committee said that while this case has proceeded on an
expedited basis, critical issues affecting the recovery of general
unsecured creditors remain outstanding, including claims
reconciliation, a "true up" of the purchase price as set forth in
the Asset Purchase Agreement, and confirmation of a plan of
liquidation.

The Committee said that it has no desire to increase
administrative expenses unnecessarily.  In that regard, prior to
the Debtor and the Bank needlessly ratcheting up the estate's
expenses by filing objections, thereby necessitating this Reply,
the Committee engaged in discussions with the Debtor and
EisnerAmper. EisnerAmper agreed, as the result of those
discussions, to discount its standard rates and cap its fees.
Notwithstanding EisnerAmper's concessions, the Debtor insists that
the Committee "leverage" the CRO to avoid the "possibility" of
unnecessary administrative expenses.

The Committee said that depriving it of its right to retain
professionals on necessary terms to carry out its fiduciary duties
is contrary to the Bankruptcy Code and established case law and
would be unduly prejudicial to the interests of general unsecured
creditors.  To the extent a dispute arises regarding the benefit
conferred by EisnerAmper in this case, that issue should be
addressed when it seeks payment of its fees and not at this
premature juncture.

In its application, the Committee seeks to hire the firm to
provide, among other things, these services:

   a. assist the Committee in analyzing the Debtor's assets,
      liabilities, the financial condition of the Debtor and the
      Debtor's operations and financial performance;

   b. review key pleadings and filings in connection with the
      bankruptcy case, including the Debtor's statement of
      financial affairs, chapter 11 schedules and financial
      budgets; and

   c. assist the Committee in analyzing budget to actual results.

The firm's rates are:

      Professional                   Rates
      ------------                   -----
   Partners/Directors              $425 - $520
   Senior Managers/Managers        $280 - $420
   Senior Associates/Staff         $160 - $275
   Paraprofessionals               $130 - $160

The Panel attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

Hedwin funded the bankruptcy with a $6.5 million DIP facility from
Bank of America.  In May, the Debtors won final approval of the
BofA loan.  The Debtor also won authority to use cash collateral
securing its prepetition indebtedness to BofA.

The Debtor has secured indebtedness to BofA, as successor to
LaSalle Business Credit, LLC, (a) principal in an amount not less
than $4.98 million under prepetition revolving loans; and (b)
principal in the amount of $600,000 under a prepetition term loan.
The Debtor also has a subordinate debt obligation owed to ACP-I,
L.P. in the amount of $3.20 million, exclusive of attorneys' fees,
accrued interest or other fees.

Subject only to the Carve Out, all Postpetition Obligations will
be an allowed superpriority administrative expense claim with
priority in the bankruptcy case and over all administrative
expense claims specified in Sections 503(b) or 507(b) of the
Bankruptcy Code.

The Budget is amended to provide that the Carve Out for the
Debtor's counsel will be $162,500, the Carve Out for Shared
Management Resources, Ltd. will be $156,000 and the Carve Out for
the Creditors Committee and its professionals will be $87,500.

A full-text copy of the Final Order is available for free at:
http://bankrupt.com/misc/HEDWIN_DIP_FinalOrder.pdf

Attorneys for Bank of America, N.A. can be reached at:

         Linda V. Donhauser, Esq
         Kristen M. Siracusa, Esq.
         MILES & STOCKBRIDGE P.C.
         100 Light Street
         Baltimore, MD 21202

Counsel for the Debtor can be reached at:

         Alan M. Grochal, Esq.
         Marissa K. Lilja, Esq.
         Tydings & Rosenberg, LLP
         100 E. Pratt Street, 26th Floor
         Baltimore, MD 21202
         Tel: (410) 752-9700
         E-mail: agrochal@tydingslaw.com
                 mlilja@tydingslaw.com

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor is represented by Alan M. Grochal, Esq., Stephen M.
Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, Maryland.  Shared Management
Resources, Ltd.'s Charles S. Deutchman serves as chief
restructuring officer.

The U.S. Trustee for Region 4 appointed seven creditors to serve
on the official committee of unsecured creditors.

                           *     *     *

At an auction held in May 2014, Fujimori Kogyo Co. ended up the
successful bidder for Hedwin Corp., although an auction forced it
to pay 36% more for the Baltimore maker of industrial packaging.
In a deal reached before the bankruptcy filing, Fujimori agreed to
pay $16.5 million and to retain all workers.  During the auction,
Interplast Group Inc. offered $22 million, but Fujimori won with a
$22.2 million bid that included its $600,000 breakup fee and
$250,000 in expense reimbursement.  Judge Alquist on May 12
approved the sale to Fujimori.  The sale was to close by the end
of May.

According to the docket, the deadline for filing proofs of claim
is Aug. 5, 2014.  The deadline for filing governmental proofs of
claim is Sept. 29, 2014.  The exclusive period to propose a plan
expires July 31, 2014.


HEDWIN CORP: Panel Can Tap Lowenstein Sandler as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of Hedwin Corporation, sought and obtained approval from the
U.S. Bankruptcy Court to retain Lowenstein Sandler LLP as counsel
to the Committee.

Sharon L. Levine, Esq., a partner of Lowenstein Sandler, 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                  Hourly Rates
      ------------                  ------------
      Partners of the Firm            $500-$985
      Senior Counsel and Counsel      $385-$685
      Associates                      $275-$480
      Paralegals and Assistants       $160-$270

The Committee Chairperson can be reached at:

         John H. Forrey, Jr., President
         Specialty Industries, Inc.
         175 East Walnut Street
         P.O. Box 330
         Red Lion, PA 17356
         Tel: (717) 246-4301
         E-mail: jforrey@specialtyindustries.com

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor is represented by Alan M. Grochal, Esq., Stephen M.
Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, Maryland.  Shared Management
Resources, Ltd.'s Charles S. Deutchman serves as chief
restructuring officer.

The U.S. Trustee for Region 4 appointed seven creditors to serve
on the official committee of unsecured creditors.

                           *     *     *

At an auction held in May 2014, Fujimori Kogyo Co. ended up the
successful bidder for Hedwin Corp., although an auction forced it
to pay 36% more for the Baltimore maker of industrial packaging.
In a deal reached before the bankruptcy filing, Fujimori agreed to
pay $16.5 million and to retain all workers.  During the auction,
Interplast Group Inc. offered $22 million, but Fujimori won with a
$22.2 million bid that included its $600,000 breakup fee and
$250,000 in expense reimbursement.  Judge Alquist on May 12
approved the sale to Fujimori.  The sale was to close by the end
of May.

According to the docket, the deadline for filing proofs of claim
is Aug. 5, 2014.  The deadline for filing governmental proofs of
claim is Sept. 29, 2014.  The exclusive period to propose a plan
expires July 31, 2014.


HEDWIN CORP: Panel Can Retain Saul Ewing as Maryland Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 case of Hedwin Corporation sought and obtained
permission with the U.S. Bankruptcy Court to retain Saul Ewing LLP
as Maryland counsel to the Committee nunc pro tunc to April 11,
2014.

       Billing Category              Range
       ----------------              -----
       Partners                    $350-$750
       Special Counsel             $300-$495
       Associates                  $245-$425
       Paraprofessionals           $160-$275

The Committee anticipates that the majority of the legal services
required by the Committee from Saul Ewing will be rendered by
Maria Ellena Chavez-Ruark, Esq., a partner ($510 per hour) and
Dipesh Patel, Esq., an associate ($315 per hour).

Ms. Chavez-Ruark, a partner of the firm, attest that Saul Ewing is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The Maryland Counsel for the panel can be reached at:

         Maria Ellena Chavez-Ruark, Esq.
         Saul Ewing LLP
         500 East Pratt Street, 9th Floor
         Baltimore, MD 21202
         Tel: (410) 332-8797
         Fax: (410) 332-8074
         E-mail: mruark@saul.com

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor is represented by Alan M. Grochal, Esq., Stephen M.
Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, Maryland.  Shared Management
Resources, Ltd.'s Charles S. Deutchman serves as chief
restructuring officer.

The U.S. Trustee for Region 4 appointed seven creditors to serve
on the official committee of unsecured creditors.

                           *     *     *

At an auction held in May 2014, Fujimori Kogyo Co. ended up the
successful bidder for Hedwin Corp., although an auction forced it
to pay 36% more for the Baltimore maker of industrial packaging.
In a deal reached before the bankruptcy filing, Fujimori agreed to
pay $16.5 million and to retain all workers.  During the auction,
Interplast Group Inc. offered $22 million, but Fujimori won with a
$22.2 million bid that included its $600,000 breakup fee and
$250,000 in expense reimbursement.  Judge Alquist on May 12
approved the sale to Fujimori.  The sale was to close by the end
of May.

According to the docket, the deadline for filing proofs of claim
is Aug. 5, 2014.  The deadline for filing governmental proofs of
claim is Sept. 29, 2014.  The exclusive period to propose a plan
expires July 31, 2014.


HDOS ENTERPRISES: Receives Green Light to Implement KERP
--------------------------------------------------------
HDOS Enterprises received approval from U.S. Bankruptcy Judge Neil
Bason to implement a key employee retention plan for 15 non-
insider corporate-level employees.

The KERP has been tailored to provide incentives to the employees
to remain with the company and help it emerge from Chapter 11
protection.

HDOS Chief Executive Officer Dan Smith had said that the bonuses
under the retention plan are equal to approximately 30% of each
employee's base salary and would be made on the date that
is 30 days after either (i) the effective date of a plan of
reorganization, or (ii) the closing of a going concern sale.

HDOS estimates that the total aggregate payout under the KERP
will be approximately $412,000.

Each employee will qualify for a KERP bonus if he continues in
HDOS' employ through the date the company requires his services
and is not terminated for "cause," and if he executes a written
release of all claims against the company's estate.

                     About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee retained
Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles, California, as counsel.


HYPERTENSION DIAGNOSTICS: Suspending Filing of Reports with SEC
---------------------------------------------------------------
Hypertension Diagnostics, Inc., filed with the U.S. Securities and
Exchange Commission a Form 15 to terminate the registration of its
common stock, $0.01 par value per share, under Section 12(g) of
the Securities Exchange Act of 1934.  As of June 10, 2014, there
were only 146 holders of the Common Shares.  As a result of the
Form 15 filing, the Company is not anymore obligated to file
periodic reports with the SEC.

                   About Hypertension Diagnostics

Minnetonka, Minnesota-based Hypertension Diagnostics, Inc., was
previously engaged in the design, development, manufacture and
marketing of proprietary devices.  In August 2011, the Company
sold its medical device inventory, subleased its office and
manufacturing facility, and entered into a limited license
agreement with a company controlled by Jay Cohn, a founder and at
that time, a director of the Company.  In September 2011, the
Company formed HDI Plastics Inc. ("HDIP"), a wholly owned-
subsidiary, leased a facility for warehouse and processing of
recycled plastic, purchased selected manufacturing assets and
began engaging in the business of plastics reprocessing in Austin,
Tex.  On March 29, 2012, the Company ceased operations at the
Austin facility and it is currently seeking to relocate the
processing facility to a new location.

The Company currently has a plan to resume production around
Feb. 1, 2013, assuming adequate capital is obtained to do so.

As reported in the TCR on Oct. 2, 2012, Moquist Thorvilson
Kaufmann & Pieper LLC, in Edina, Minnesota, expressed substantial
doubt about Hypertension's ability to continue as a going concern.
The independent auditors noted that the Company had net losses for
the years ended June 30, 2012, and 2011, and has a stockholders'
deficit at June 30, 2012.

The Company's balance sheet at March 31, 2013, showed $1.06
million in total assets, $2.49 million in total liabilities and a
$1.42 million total shareholders' deficit.


ISTAR FINANCIAL: To Sell $1.3 Billion of Senior Notes
-----------------------------------------------------
iStar Financial Inc. filed a free writing prospectus with the U.S.
Securities and Exchange Commission in connection with the offering
of $550,000,000 4.00% senior unsecured notes due 2017 and
$770,000,000 5.00% senior notes due 2019.

Interest on the 2017 Notes will be payable semi-annually on May 1
and November 1, commencing Nov. 1, 2014; interest to accrue from
June 13, 2014.  Interest on the 2019 Notes will be payable
semi-annually on July 1 and January 1, commencing Jan. 1, 2015;
interest to accrue from June 13, 2014.

The Issuer intends to use the net proceeds from the offering of
the 2017 Notes and the 2019 Notes, together with cash on hand, to
repay in full the approximately $1.32 billion outstanding balance
under, and terminate, the 2013 Credit Agreement.

Joint Bookrunners of the offering are Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Barclays Capital Inc. and J.P. Morgan
Securities LLC.

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

                         http://is.gd/5BTWmd
                        About iStar Financial

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

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

                            *     *     *

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

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

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


LABORATORY PARTNERS: Gets More Time to Decide on Leases
-------------------------------------------------------
Laboratory Partners, Inc., has asked the Bankruptcy Court for the
District of Delaware to extend the deadline by which the Debtor
must assume or reject unexpired leases of nonresidential real
property.

At the time the voluntary petition was filed on October 25, 2013,
the Debtor was the lessee under 38 leases of non-residential real
estate.  Since that time, the Debtor has rejected one lease and
assigned 12 leases.  The Court previously extended the deadline to
May 27, 2014.

The Debtor has not made a final determination as to the remaining
leases, and the Debtor has requested the consent of its respective
landlords to a further extension in accordance with Sec.
365(d)(4)(B) of the Bankruptcy Code.  Any extensions would become
effective upon the Debtor's receipt of extension stipulations from
each of the applicable landlords, and each extension would only be
for the period to which each landlord agrees.

Hon. Peter J. Walsh, Bankruptcy Judge for the District of
Delaware, approved the Debtor's request for an extension on
June 11, 2014.

                   About Laboratory Partners

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

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

Judge Peter J. Walsh presides over the case.  The Debtors are
represented by Robert J. Dehney, Esq., Derek C. Abbott, Esq.,
Andrew R. Remming, Esq., and Ann R. Fay, Esq., at Morris, Nichols,
Arsht, and Tunnell, LLP in Wilmington, Delaware; and Leo T.
Crowley, Esq., Jonathan J. Russo, Esq., and Margot Erlich, Esq.,
at Pillsbury, Winthrop, Shaw, Pittman, LLP in New York, NY.  BMC
Group Inc. serves as claims and administrative agent.  Duff &
Phelps Securities LLC serves as the Debtors' investment bankers.

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

                           *     *     *

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

In June 2014, the Debtors won Court approval to sell its long-term
care division to Amerathon LLC for a $5.5 million credit bid.
Amerathon is a joint venture between American Health Associates,
Inc., and the Debtor's prepetition senior secured lender.

The U.S. Bankruptcy Court has approved the disclosure statement
explaining Laboratory Partners, Inc.'s Chapter 11 plan and
scheduled a July 9, 2014, confirmation hearing.  The Plan provides
that only the prepetition lender holding secured claims is
entitled to vote.  The rest of the creditors, including general
unsecured creditors, are unimpaired, will receive nothing under
the Plan, and are not entitled to vote.

A full-text copy of the Disclosure Statement dated May 21 is
available at http://bankrupt.com/misc/MEDLABds0521.pdf


LOEHMANN'S HOLDINGS: Disclosure Statement Approved
--------------------------------------------------
The U.S. Bankruptcy Court approved Loehmann's Holdings' (nka LHI
Liquidation Co.) Revised Version of the First Amended Disclosure
Statement related to the Company's Joint Plan of Liquidation,
filed May 28, 2014, and scheduled a July 22, 2014 hearing to
consider confirmation of the Plan, BankruptcyData reported.

The Plan, according to Bill Rochelle, the bankruptcy columnist for
Bloomberg News, was supported by the Official Committee of
Unsecured Creditors and some junior secured lenders.  Unsecured
creditors are predicted to recover 1.01 percent to 1.17 percent on
claims of about $46 million, according to disclosure materials,
thanks to a settlement between second-lien lenders and the
creditors' committee under which the class will receive a small
"gift," Mr. Rochelle said.

Second-lien lenders, the only other class to vote, are to recover
39.78 percent to 46.24 percent on claims of about $14.5 million,
while senior secured debt will be paid in full, Mr. Rochelle
added.  Third-lien lenders owed about $72 million and shareholders
get nothing, the Bloomberg columnist said.

                          About Loehmann's

Discount retailer Loehmann's Holdings Inc., and two affiliates
sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No.
13-14050) on Dec. 15, 2013.

This is Loehmann's third bankruptcy filing, but this time it will
be a liquidation with going-out-of-business sales.

The first bankruptcy was a 14-month Chapter 11 reorganization
completed in September 2000.  At the time the chain had 44 stores
in 17 states.  The second bankruptcy culminated in a
reorganization plan implemented in March 2011.  It was acquired by
Istithmar in July 2006 in a $300 million transaction.

Loehmann's, based in the Bronx borough of New York City, operated
39 stores in 11 states as of the 2013 bankruptcy filing.

In the new Chapter 11 case, Loehmann's disclosed assets and debt
both totaling $96.7 million.  The debt includes $4.3 million on a
first-lien credit agreement with Wells Fargo Bank NA as agent, not
including about $9 million in letters of credit.

Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP,
serves as counsel to the Debtors; Canaccord Genuity Inc. is the
investment banker; Clear Thinking Group LLC is the restructuring
advisor; and Epiq Bankruptcy Solutions LLC is the claims and
notice agent.

On Dec. 23, 2013, the Office of the United States Trustee for
Region 2 appointed the Committee, consisting of C2 Imaging LLC,
DDR Corp., Fownes Brothers & Co., Juicy Couture, National Retail
Consolidators, Regency Centers L.P., and Rutherford JV.  On Dec.
30, 2013, Fownes Brothers & Co. resigned from the Committee.  On
Jan. 2, 2014, the U.S. Trustee filed a notice adding CHL Design
Forum Ltd. to the Committee.  The Committee selected James S.
Carr, Esq., Robert L. LeHane, Esq., and Benjamin D. Feder, Esq.,
at Kelley Drye & Warren LLP as its proposed legal advisors and FTI
Consulting, Inc. as its financial advisors.

Loehmann's held auctions on Jan. 3 and 4, 2014.  A joint venture
among SB Capital Group LLC, Tiger Capital Group LLC and A&G Realty
Partners LLC acquired the rights to conduct going-out-of-business
sales by buying inventory, furniture, fixtures, accounts
receivable and cash.  They bid $19 million.

Madison Capital Holdings LLC won the auction for the lease-
designation rights, and can look for other retailers to take over
Loehmann's leases.  Esopus Creek Advisors LLC won the auction for
intellectual property.

Loehmann's hasn't disclosed the size of the winning bids,
according to Bloomberg News.

On Jan. 7, 2014, the U.S. Bankruptcy Court authorized the joint
venture of SB Capital, Tiger Capital and A & G Realty to conduct
"Going Out of Business" sales in each of Loehmann's 39 locations
in 11 states and the District of Columbia.  The GOB sales began
Jan. 9.


MASON COPPELL: Dennis Faulkner Named as Ch. 11 Trustee
------------------------------------------------------
The U.S. Trustee requested that the Court approve the appointment
of Dennis Faulkner as the Trustee in Mason Coppell OP, Inc's
Chapter 11 case.  Faulkner is employed by Lain, Faulkner and
Company, PC of Dallas, Texas.  The U.S. Trustee chose Faulkner
after consulting with various counsel in the case, namely Joe
Marshall, Esq., at Munsch, Hardt, Koft, and Harr, PC of Dallas
Texas and Jonathan Covin, Esq. of Wick, Phillips, Gould, and
Martin LLP of Dallas, Texas, attorneys for the Debtor, and Mark
Andrews, Esq. of Cox Smith Matthews Inc. of Dallas, representing
the Unsecured Creditors' Committee, and Jonathan E. Aberman, Esq.
of Vedder Price, PC of Chicago, Illinois, counsel for Oxford
Finance LLC.

The Court approved the appointment of Faulkner on June 4, 2014.

The Chapter 11 Trustee may be reached at:

     Dennis Faulkner
     LAIN, FAULKNER & CO., P.C.
     400 N. St. Paul, Suite 600
     Dallas, Texas 75201
     Tel: 214-720-1929
     E-mail: dfaulkner@lainfaulkner.com

                        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.


MASON COPPELL: Ch. 11 Trustee Hires Reid Collins as Attorneys
-------------------------------------------------------------
Dennis Faulkner, the Chapter 11 trustee of Mason Coppell OP, LLC,
asks for permission from the Hon. Stacey G.C. Jernigan of the U.S.
Bankruptcy Court for the Northern District of Texas to employ Reid
Collins & Tsai LLP as his attorneys, effective June 2, 2014.

The Trustee requires Reid Collins to:

   (a) assist the Trustee in carrying out its duties, rights and
       obligations under the Bankruptcy Code and the Bankruptcy
       Rules;

   (b) advise and assist the Trustee in connection with any
       potential disposition of assets to the extent necessary;

   (c) assist the Trustee in the examination of the Debtors'
       schedules and proofs of claim filed against the Debtors to
       determine whether any scheduled or asserted claims are
       objectionable or otherwise improper;

   (d) assist the Trustee in analyzing potential avoidance actions
       and supplying support for payment history and invoicing;

   (e) prepare on behalf of the Trustee all motions, applications,
       answers, orders, reports, and other legal papers and
       documents necessary to represent him;

   (f) advise the Trustee in the preparation of a plan and
       accompanying disclosure statement, and amendments to the
       plan or disclosure statement, any related agreements and
       documents, and take any necessary action on behalf of the
       Trustee to obtain confirmation of a plan serving the best
       interests of the estates and their unsecured creditors;

   (g) appear before this Court and any state courts and appellate
       courts, as necessary, on behalf of the Trustee to protect
       the interests of the estates and their unsecured creditors
       before such courts; and

   (h) perform all other legal services and provide all other
       legal advice to the Trustee in connection with these cases
       as may be required or necessary.

Reid Collins will be paid at these hourly rates:

       Eric D. Madden               $495
       R. Adam Swick                $450
       Associates                   $270-$400
       Paraprofessionals            $120-$180

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

Eric D. Madden, partner of Reid Collins, 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 Northern District of Texas will hold a hearing
on the application on July 17, 2014, at 9:30 a.m.  Objections, if
any, are due June 30, 2014, at 4:00 p.m.

Reid Collins can be reached at:

       Eric D. Madden, Esq.
       REID COLLINS & TSAI LLP
       1601 Elm Street, 49th Floor
       Dallas, Texas 75201
       Tel: (214) 420-8900
       Fax: (214) 420-8909
       E-mail: emadden@rctlegal.com

                        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.


MASON COPPELL: Ch. 11 Trustee Taps Lain Faulkner as Accountants
---------------------------------------------------------------
Dennis Faulkner, the Chapter 11 trustee of Mason Coppell OP, LLC
asks for permission from the Hon. Stacey G.C. Jernigan of the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Lain, Faulkner & Co., P.C. as accountants for the Chapter 11
Trustee, effective Jun. 2, 2014.

The Chapter 11 Trustee requires Lain Faulkner to:

   (a) assist the Trustee in the gathering of the Debtors'
       Financial information and in the analysis of the Debtors'
       financial position, assets, and liabilities;

   (b) advise and assist the Trustee in connection with any
       potential disposition of assets;

   (c) assist the Trustee in the examination of the Debtors'
       schedules and proofs of claim filed against the Debtors to
       determine whether any scheduled or asserted claims are
       objectionable or otherwise improper;

   (d) assist the Trustee in analyzing potential avoidance actions
       and supplying support for payment history and invoicing;

   (e) assist the Trustee in the resolution of tax matters;

   (f) testify at any hearings or trials as to one or more of the
       matters set forth above as is determined to be necessary or
       appropriate; and

   (g) perform all other accounting services and provide all other
       financial advice to the Trustee in connection with these
       cases as may be required or necessary.

Lain Faulkner will be paid at these hourly rates:

       Jason Rae, Shareholder                 $365
       Aniza Rowe, Accounting Professional    $240
       Connie Smith, Staff Accountant         $215
       Shareholder                            $365-$450
       CPA/Accounting Professional            $250-$300
       IT Professional                        $150-$215
       Staff Accountant                       $80-$95

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

Jason Rae, shareholder 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.

The Court for the Northern District of Texas will hold a hearing
on the application on July 17, 2014, at 9:30 a.m.  Objections, if
any, are due June 30, 2014, at 4:00 p.m.

Lain Faulkner can be reached at:

       Jason Rae
       LAIN FAULKNER & CO., P.C.
       400 N. Saint Paul Street, Suite 600
       Dallas, TX 75201
       Tel: (214) 720-1929

                        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.


MASON COPPELL: Trustee Hires Munsch Hardt as Special Counsel
------------------------------------------------------------
Dennis Faulkner, the Chapter 11 trustee of Mason Coppell OP, LLC,
asks for permission from the Hon. Stacey G.C. Jernigan of the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Munsch Hardt Kopf & Harr, P.C. as special counsel for the Trustee,
effective Jun. 2, 2014.

The Chapter 11 Trustee requires Munsch Hardt to:

   (a) consult with and advise the Trustee with respect to his
       initial administrative and post-closing tasks;

   (b) assist the Trustee with respect to initial budgeting and
       continued use of cash collateral;

   (c) assist and advise the Trustee on a limited basis with
       respect to plan formulation and implementation;

   (d) prepare on behalf of the Trustee certain motions,
       applications, answers, orders, reports, and other legal
       papers and documents necessary to the administration of the
       Estates to the extent the firm is already familiar with
       the relevant issues and Munsch Hardt's participation would
       be more efficient and expedient for the Trustee;

   (e) appear before this Court and any state courts and appellate
       courts, as necessary, on behalf of the Trustee to protect
       the interests of the Estates and the Trustee; and

   (f) perform other legal services for the Trustee in connection
       with the Bankruptcy Cases as may be required or necessary
       to assist the Trustee in fulfilling his duties without
       duplicating the services provided by his primary bankruptcy
       counsel.

Munsch Hardt will be paid at these hourly rates:

       Joe E. Marshall, Shareholder           $420
       Tim Million, Associate                 $335
       Thomas D. Berghman, Associate          $230

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

Joe E. Marshall, shareholder of Munsch Hardt, 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 Northern District of Texas will hold a hearing
on the application on July 17, 2014, at 9:30 a.m.  Objections, if
any, are due June 30, 2014, at 4:00 p.m.

Munsch Hardt can be reached at:

       Joe E. Marshall, Esq.
       MUNSCH HARDT KOPF & HARR, P.C.
       3800 Ross Tower
       500 N. Akard St.
       Dallas, TX 75201
       Tel: (214) 855-7500
       Fax: (214) 978-4365
       E-mail: jmarshall@munsch.com

                        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.


MICHAELS STORES: Plans to Sell $250 Million Senior Notes
--------------------------------------------------------
Michaels Stores, Inc., and certain of its subsidiaries, as
guarantors, entered into a Purchase Agreement with Deutsche Bank
Securities Inc., J.P. Morgan Securities LLC, Barclay Capital Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse
Securities (USA) LLC, Morgan Stanley & Co. LLC, Wells Fargo
Securities, LLC, Guggenheim Securities, LLC and Macquarie Capital
(USA) Inc., relating to the sale of an additional $250,000,000
aggregate principal amount of its 5 7/8% senior subordinated notes
due Dec. 15, 2020.  These notes will be issued as part of the same
series as the $260 million of 5 7/8% senior subordinated notes due
2020 issued in December 2013.

The Company intends to use the net proceeds from this offering to
redeem a portion of its outstanding 7 3/4% senior notes due 2018
and to pay the applicable redemption premium, accrued and unpaid
interest and related fees and expenses.  The Company is also
seeking additional term loans in an aggregate principal amount of
$850 million, which, if obtained, it plans to use to redeem the
remainder of its outstanding 2018 notes and to pay the applicable
redemption premium, accrued and unpaid interest and related fees
and expenses.  As of May 3, 2014, an aggregate amount of $1.01
billion was outstanding under the 2018 notes.  The consummations
of the proposed notes offering and additional term loans are
subject to market and other conditions.  The term loans will also
be subject to the closing of an IPO by The Michaels Companies,
Inc.  There is no assurance that the Company will obtain the
additional term loans or redeem the remainder of the 2018 notes.

Additional information is available for free at:

                         http://is.gd/vPFoCP

                        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.

As reported by the TCR on June 5, 2014, Standard & Poor's Ratings
Services affirmed its 'B' corporate credit rating on Irving,
Texas-based specialty retailer Michaels Stores Inc.


MAUI LAND: Has $3.5 Million Loan Agreement with Hawaiian Bank
-------------------------------------------------------------
Maui Land & Pineapple Company, Inc., entered into a Loan Agreement
with First Hawaiian Bank providing the Company with a $3.5 million
revolving line of credit for general working capital and corporate
purposes.

The Loan Agreement matures on June 5, 2015.  Borrowings under the
revolving line of credit bear interest at the Bank's Prime Rate
and the credit facility is secured by an approximately 1.1 acre
property and building in the Kapalua Resort commonly known as the
Honolua Store.

In connection with entering into the Loan Agreement, the Company
made a $1.9 million paydown to release the Honolua Store from the
collateral held under its Wells Fargo Bank credit facility.

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

                        http://is.gd/nblU6V

                  About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

Maui Land reported a net loss of $1.16 million on $15.21 million
of total operating revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.60 million on $13.57 million of
total operating revenues in 2012.   As of Dec. 31, 2013, the
Company had $53.75 million in total assets, $80.98 million in
total liabilities and a $27.23 million stockholders' deficiency.

Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The indepdendent auditors noted
that the Company's recurring negative cash flows from operations
and deficiency in stockholders' equity raise substantial doubt
about the Company's ability to continue as a going concern.


MOMENTIVE PERFORMANCE: FTI Approved as Panel's Financial Adviser
----------------------------------------------------------------
Bankruptcy Judge Robert D. Drain authorized the Official Committee
of Unsecured Creditors in the Chapter 11 cases of MPM Silicones,
LLC, et al., to retain FTI Consulting, Inc., together with its
wholly owned subsidiaries as financial advisor.

According to the Committee, FTI will use its best efforts to avoid
any duplication of services provided by any of the Committee's
other retained professionals in the Chapter 11 cases.

                   About Momentive Performance

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

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

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

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

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

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.


MOMENTIVE PERFORMANCE: Klee Tuchin Okayed as Panel's Counsel
------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of MPM Silicones, LLC,
et al., to retain Klee, Tuchin, Bogdanoff & Stern LLP as its
counsel nunc pro tunc to April 22, 2014.

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

                   About Momentive Performance

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

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

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

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

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

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.


MOMENTIVE PERFORMANCE: Rust Approved as Panel's Information Agent
-----------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of MPM Silicones, LLC,
et al., to retain Rust Consulting Omni Bankruptcy as its
information agent.

According to the Committee, the reasonable fees and expenses of
Rust Omni will be paid directly to Rust Omni by the Debtors'
estates without further Court order.

To the extent any party raises an objection to Rust Omni's monthly
invoices, the parties will meet and confer in an attempt to
resolve the dispute, and the parties may seek resolution of the
matter from the Court if such consensual resolution is not
achieved.

                   About Momentive Performance

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

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

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

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

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

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.


MOMENTIVE PERFORMANCE: May Hire Wilkie Farr as Bankruptcy Counsel
-----------------------------------------------------------------
Bankruptcy Judge Robert D. Drain authorized MPM Silicones, LLC, et
al., to employ Willkie Farr & Gallagher LLP under a general
retainer as bankruptcy counsel.

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

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

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

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

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

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.


MOMENTIVE PERFORMANCE: Jefferies Approved as Investment Banker
--------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of MPM Silicones, LLC,
et al., to retain Jefferies LLC as investment banker nunc pro tunc
to April 22, 2014.

Objections were filed to the Jefferies engagement by the Debtors.
The Ad Hoc Committee of Second Lien Noteholders and Apollo Global
Management, LLC and certain of its affiliated funds filed joinders
to the Debtors' objection.  As reported in the Troubled Company
Reporter on June 17, 2014, the Debtors objected to the $2.5
million fee payable to the firm if the court approves a plan
that's acceptable to a majority of the committee, including at
least one subordinated noteholder.

The Jefferies engagement letter provides for Jefferies to receive
a monthly fee of $150,000.  Additionally, in the event that a
chapter 11 plan is confirmed and consummated in the cases, the
engagement letter provides for Jefferies to receive a transaction
fee of $2,500,000.

The Ad Hoc Committee of Second Lien Noteholders is represented by:

         Dennis F. Dunne, Esq.
         Samuel A. Khalil, Esq.
         Eric K. Stodola, Esq.
         MILBANK, TWEED, HADLEY & McCLOY LLP
         One Chase Manhattan Plaza
         New York, NY 10005-1413
         Tel: (212) 530-5000

              - and -

         Ira S. Dizengoff, Esq
         Philip C. Dublin, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         New York, NY 10036
         Tel: (212) 872-1000
         Fax: (212) 872-1002

              - and -

         Ashleigh L. Blaylock, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         1333 New Hampshire Avenue, NW
         Washington, DC 20036
         Tel: (202) 887-4000
         Fax: (202) 887-4288

The Committee is represented by:

         Kenneth N. Klee, Esq.
         Lee R. Bogdanoff, Esq.
         Whitman L. Holt, Esq.
         KLEE, TUCHIN, BOGDANOFF & STERN LLP
         1999 Avenue of the Stars, 39th Floor
         Los Angeles, CA 90067
         Tel: (310) 407-4000
         Fax: (310) 407-9090

The Debtors are represented by:

         Matthew A. Feldman, Esq.
         Rachel C. Strickland, Esq.
         Jennifer J. Hardy, Esq.
         WILLKIE FARR & GALLAGHER LLP
         787 Seventh Avenue
         New York, NY 10019
         Tel: (212) 728-8000
         Fax: (212) 728-8111

                   About Momentive Performance

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

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

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

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

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

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.


MONTANA ELECTRIC: Close To Securing Reorg Plan Approval
-------------------------------------------------------
Law360 reported that a Montana bankruptcy judge indicated he plans
to approve a reorganization plan for Southern Montana Electric
Generation & Transmission Cooperative Inc., which will keep the
insolvent power co-op in operation for another four years.

According to minutes of a hearing at bankruptcy court in Billings,
Montana, U.S. Bankruptcy Judge Ralph B. Kirscher said the plan
will be confirmed once a proposed order and supporting documents
have been submitted, the report related.  All competing
reorganization plans have already been withdrawn in anticipation
of the move, the minutes said, the report further related.

The Plan reflects a comprehensive settlement among the Debtor, the
Members and the Noteholders which, from an Estate perspective,
substantially improves upon the terms of a negotiated settlement
between the Noteholders and the Trustee.  The Plan resolves the
issue of the value of the Noteholders' collateral and eliminates
the Noteholders' current claim for a $46 million "make-whole
amount".  The settlement reached with the Noteholders will result
in a material reduction of the Noteholders' debt, interest rate
relief for Reorganized Southern, and a much shorter term within
which the Noteholders' restructured debt is repaid. The Plan also
provides for recoveries to other secured creditors and
distributions to unsecured creditors that are equal to if not
greater than what they would receive if the Debtor were to be
liquidated. The Debtor submits that the most likely alternative to
the Plan is conversion of the Debtor's case to a case under
chapter 7 of the Bankruptcy Code, and correspondingly, years of
uncertain and costly litigation among major constituents in the
case.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich
Law Firm, P.C., in Billings, Montana, serve as the Debtor's
counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.

On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as
Chapter 11 trustee for SME, at the behest of Fergus Electric
Cooperative Inc.  Judge Ralph Kirscher said changed circumstances,
such as agreement among the co-op's members on a liquidation plan,
eliminate the need for a trustee.


MONTREAL MAINE: Quebec Seeks $377-Mil. for Fatal Crash
------------------------------------------------------
Law360 reported that Quebec's government has joined a group of
creditors filing claims against bankrupt Montreal Maine & Atlantic
Railway Ltd., and announced that it will seek CA$409 million
(US$377 million) for the company's role in a derailment that
killed 47 people last year.

According to Law360, Stephanie Vallee, justice minister for the
province, announced its intentions in a statement, saying the
amount represents CA$126 million in funds authorities have already
committed to deal with the crash in the town of Lac-Megantic, as
well as another CA$238 million it expects to spend going forward.
The amount, which Vallee said could eventually climb even higher,
will be registered as a claim in MMAR's ongoing bankruptcy case in
Canada, Law360 related.

Reuters said the Quebec government's claim is the latest in a
growing list against the rail operator and other companies
involved in the train shipment of oil from the Bakken fields that
derailed and exploded, killing 47 people in the small town of
Quebec and flattening the center of the town.  The government said
the size of its claim may be revised upward, once all its expenses
were determined, Reuters added.

                      About Montreal Maine

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

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

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

Justice Martin Castonguay oversees the case in Canada.

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

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

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

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

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

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

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

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

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

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


MOSS FAMILY: Sept. 23 Hearing to Approve Amended Plan Outline
-------------------------------------------------------------
Judge Harry Dees Jr. of U.S. Bankruptcy Court for the Northern
District of Indiana will continue the hearing to consider approval
of Moss Family Limited Partnership's disclosure statement on
Sept. 23.

As reported by the TCR on Sept. 13, 2013, the proposed plan
provides for this treatment of claims against and interest in Moss
Family and its affiliated debtor Beachwalk, LP:

     1. The allowed claim of Fifth Third ($1,726,698) will be
        satisfied from the sale of any or all parcels of the
        marketed real estate via auction.

     2. The allowed claim of Horizon ($1,122,743) will be
        satisfied by surrendering the real estate to Horizon by
        way of deeds in lieu; and the Debtors will retain the real
        estate with the remaining debt.

     3. Unsecured claims will be fully paid and satisfied by use
        of the proceeds from the sale of LaPorte Judgment Lien
        Property.  From the sale of every LaPorte Judgment Lien
        property, 20% of the net proceeds will be paid into an
        escrow account to be held and disbursed to unsecured
        creditors annually on a pro rata basis of unsecured claims
        until the time as the claims are paid in full, without
        interest.

     4. Prepetition interest in the Debtors will be retained
        by the holders of the same subject to the provisions
        of the Plan.  Each interest holder of both Debtors will
        receive 1/2 of the percentage they held in the prepetition
        Debtors in the reorganized consolidated Debtor.

The plan will be executed by the substantive consolidation of the
Debtors' assets and liabilities.

                       About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed
Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and
12-32541) on July 17, 2012.  Judge Harry C. Dees, Jr., presides
over the case.  Daniel Freeland, Esq., at Daniel L. Freeland &
Associates, P.C., represents the Debtors.  Moss Family disclosed
$6,609,576 in assets and $6,299,851 in liabilities as of the
Chapter 11 filing.

The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013,
provides that unsecured claims will be fully paid and satisfied by
use of the proceeds from the sale of LaPorte Judgment Lien
Property.


MOSS FAMILY: Beachwalk Gets Court Approval to Sell Moon Valley
--------------------------------------------------------------
Beachwalk L.P., an affiliate of Moss Family Limited Partnership,
received court approval to sell its real property in Michigan
City, Indiana.

U.S. Bankruptcy Judge Harry Dees Jr. issued a three-page decision
last week authorizing Beachwalk to sell the property known as the
East Parcel Moon Valley for more than $1.05 million.

Judge Dees also approved the payment of fees to Beachwalk Realty
LLC, the brokerage firm hired by Beachwalk (with the judge's
approval) to arrange the transaction.  The firm will receive a 6%
commission or $63,270, which will be put in an escrow account at
LaPorte Savings Bank.

The money will only be released to the brokerage firm if, among
other things, Beachwalk resolves the bank's $3.6 million secured
claim and is able to get $1.875 million in secured financing from
Tier 2 Funding Group Inc.

Last week, Beachwalk and Moss Family filed a motion seeking
approval of the settlement agreement they made with LaPorte to
settle the bank's claim.

Under the deal, the bank will receive payment of $2.85 million, of
which $1.875 million will come from Tier 2 Funding's secured loan
while the remaining $975,000 will come from the sale proceeds.
A copy of the agreement is available for free at
http://is.gd/z4Llxc

Also last week, Beachwalk and Moss Family filed a separate motion
asking Judge Dees to approve the proposed financing which, they
say, is necessary to execute the settlement.

The loan will be extended to Beachwalk based on a 36 month term,
at an interest rate of 7%.  It will be secured by mortgages
against certain real properties owned by Beachwalk and Moss
Family, according to the court filing.

                       About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed
Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and
12-32541) on July 17, 2012.  Judge Harry C. Dees, Jr., presides
over the case.  Daniel Freeland, Esq., at Daniel L. Freeland &
Associates, P.C., represents the Debtors.  Moss Family disclosed
$6,609,576 in assets and $6,299,851 in liabilities as of the
Chapter 11 filing.

The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013,
provides that unsecured claims will be fully paid and satisfied by
use of the proceeds from the sale of LaPorte Judgment Lien
Property.


MOSS FAMILY: Wins More Time to Use Cash Collateral of Lenders
-------------------------------------------------------------
U.S. Bankruptcy Judge Harry Dees Jr. has issued two separate
interim orders giving Moss Family Limited Partnership more time to
use the cash collateral of Fifth Third Bank and Bank of America.

The first interim order allowed Moss Family to use the cash
collateral of Fifth Third Bank until July 31.  The other interim
order granted Moss Family's request to use BofA's cash collateral
until Dec. 31.

                       About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed
Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and
12-32541) on July 17, 2012.  Judge Harry C. Dees, Jr., presides
over the case.  Daniel Freeland, Esq., at Daniel L. Freeland &
Associates, P.C., represents the Debtors.  Moss Family disclosed
$6,609,576 in assets and $6,299,851 in liabilities as of the
Chapter 11 filing.

The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013,
provides that unsecured claims will be fully paid and satisfied by
use of the proceeds from the sale of LaPorte Judgment Lien
Property.


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

     Debtor                                       Case No.
     ------                                       --------
     Nautilus Holdings No. 2 Limited              14-22884

     Nautilus Holdings Limited                    14-22885

     Golden Knighthead Limited                    14-22886

     Metropolitan Harbour Limited                 14-22887

     Able Challenger Limited                      14-22888

     Magic Peninsula Limited                      14-22889

     Metropolitan Vitality Limited                14-22890

     Superior Integrity Limited                   14-22891

     Charming Energetic Limited                   14-22892

     Dynamic Continental Limited                  14-22893

     Perpetual Joy Limited                        14-22894

     Regal Stone Limited                          14-22895

     Vivid Mind Limited                           14-22896

     Earlstown Limited                            14-22897

     Findhorn Osprey Limited                      14-22898

     Floral Peninsula Limited                     14-22899

     Resplendent Spirit Limited                   14-22900

     Miltons Way Limited                          14-22901

     Nautilus Shipholdings No. 1 Limited          14-22902

     Nautilus Shipholdings No. 2 Limited          14-22903

     Nautilus Shipholdings No. 3 Limited          14-22904

Chapter 11 Petition Date: June 23, 2014

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Debtors' Counsel: Jay M. Goffman, Esq.
                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                  Four Time Square
                  New York, NY 10036
                  Tel: (212) 735-3000
                  Fax: (212) 735-2000
                  Email: JGoffman@skadden.com

Debtors'
Financial
Advisor:          AP SERVICES, LLC

Estimated Assets: $100 million to $500 million

Estimated Liabilities: $100 million to $500 million

The petitions were signed by Andreas Papathomas, chief executive
officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Associated Shipbroking S.A.M              Broker       $1,023,687
Gildo Pastor Center - Block C 4.20
7 rue du Gabian, Fontvieille MC
98000 Monaco
Fax: (+377) 92 05 75 95

UNIVAN Ship Management Limited            Tech          $557,283
18 Whitfield Road                         Mgr.
North Point
Hong Kong, China
Fax: (+6087) 429179

Anglo-Eastern Ship Management             Tech          $447,593
23rd Floor, 248 Queens Road               Mgr.
Wanchai, Hong Kong, China
Fax: (+852) 2863-6422

Medpool Limited                           Trade         $275,247
1-3 Spatharikou Street
Mesa Yeitonia
4003 Limassol, Cyprus
Fax: (+357) 25-823248

Hyundai Heavy Industries Co Ltd           Trade         $132,882

Marsh Brokers Ltd                         Trade          $97,000

Chevron Marine Products LLC               Trade          $57,482

Daihatsu Diesel East Japan                Trade          $50,152

Fairwind Maritime Investments             Trade          $42,076
Company Limited

GEA Westfalia Separator (China) Ltd       Trade          $40,156

Mitsui Engineering and Shipbuilding       Trade          $38,877

Wartsila Cyprus Ltd.                      Trade          $30,376

Maxcorr Asia Pacific Pte Ltd.             Trade          $29,084

Wilhelmsen Ships Service Ltd.             Trade          $28,642
(Hong Kong)

MAN Diesel & Turbo                        Trade          $28,353

American Bureau of shipping (China)       Trade          $28,166
Limited

Korea Marine Service Co., Ltd             Trade          $27,513

Hyundai ETS Co., Ltd.                     Trade          $26,450

RMS Marine Service Company Ltd.           Trade          $26,053

Jing Ming Engineering Enterprises         Trade          $25,192

Hanil-Fuji (Korea) Co Ltd.                Trade          $25,110

HY Shipping & Trading Co. Ltd.            Trade          $25,000

Con-lash Supplies Pte Ltd.                Trade          $22,971

Index-Cool Marine & Industry Pte.         Trade          $21,216
Ltd.

Jinsan Marine Management Co. Ltd.         Trade          $17,275

Neko Ship Supply BV Rotterdam             Trade          $16,604

Drew Marine                               Trade          $16,574

Fuji Trading (S) Pte Ltd                  Trade          $16,532

Leistritz Trading Limited                 Trade          $15,377

Videotel Marine Intl Asia Ltd.            Trade          $15,039


MOUNTAIN PROVINCE: To Sell 2 Million Common Shares Privately
------------------------------------------------------------
Dermot Desmond filed with the U.S. Securities and Exchange
Commission an amended Form 45-102F1 regarding its notice to sell
2,000,000 shares of common stock of Mountain Province Diamonds
Inc.  The purpose of the amended was to clarify that the shares
will be sold in private transactions.  In a previously filed
Notice, Mr. Desmond mistakenly stated that the Shares will be sold
through the facilities of the Toronto Stock Exchange.  Mr. Desmond
beneficially owns 24,679,773 Common Shares of the Company.  A
full-text copy of the Amended Notice is available for free at:

                          http://is.gd/4nV8ek

                   About Mountain Province Diamonds

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

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

                           Going Concern

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


OCEAN SPRAY: Fitch Assigns 'BB' Rating on $150MM Preferred Stock
----------------------------------------------------------------
Fitch Ratings has assigned the following initial ratings to Ocean
Spray Cranberries, Inc.:

   -- Long-term Issuer Default rating (IDR) 'BBB-';
   -- $150 million 6.25% series A preferred stock 'BB'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

Ocean Spray's credit ratings reflect its dominant share in the
shelf stable cranberry juice and dried cranberry segments.
Importantly, Ocean Spray's strong focus on innovation in their
beverage and snack portfolio mitigates in part a relatively narrow
product line that is mainly dependent on a single fruit.  Ocean
Spray's market position with its premium, highly-recognizable
brand has generated a good level of consistent profitability for a
consumer goods company.

Consequently, Ocean Spray has not experienced the market share and
volume erosion that has occurred in the shelf stable juice segment
during the past several years due to competition, shift in
consumer preferences and consolidation within the supermarket
chains that has resulted in reduced shelf space.  Ocean Spray will
need to continue leveraging innovation efforts into successful new
products and categories to stem on-going competitive intrusions.
As part of these efforts, Ocean Spray must address public concerns
over high sugar content in its products through public relations
campaigns and adaptation of their product portfolio.  The larger,
well-capitalized beverage companies are also a significant threat
given their resources and a wider variety of alternative beverage
options.

Ocean Spray's financial flexibility is currently a factor that
constrains the ratings.  Ocean Spray's cooperative status results
in high cash patronage payments of its profits to its grower-
owners leaving the company significantly more reliant on external
sources of liquidity particularly in times of high investment
periods.  In addition, the high member cash payments hamper the
company's ability to deleverage following increases in debt.  As
such, Ocean Spray's narrow product focus and high cash patronage
payments are major elements in limiting the IDR to the 'BBB'
category.  Fitch believes Ocean Spray needs to demonstrate a
consistent track record for both increasing the level of growers'
equity and sufficient external access for liquidity to ensure
sufficient flexibility.

During fiscal 2013, Ocean Spray materially increased outstanding
debt by drawing down on its revolving facilities to fund the
capital investment required for the Lehigh Valley facility.  Ocean
Spray also issued debt related to its acquisition of dried
cranberry processing assets in Chile.  As a result, Ocean Spray's
available borrowings decreased to $80 million and Ocean Spray's
leverage (total adjusted debt-to-adjusted EBITDARP) increased to
an estimated 3.3 times as of Aug. 31, 2013 compared to
approximately 2.3x at the end of fiscal 2012.  EBITDARP is defined
as rent-adjusted leverage before deferred payments.  As of March
1, 2014, Ocean Spray had restored availability under its revolving
facilities to $218 million due to $200 million in debt issuances
including $100 million of subordinated debt.  Going forward, Fitch
believes Ocean Spray should maintain surplus liquidity
meaningfully in excess of company requirements.  The surplus
liquidity provides ample cushion given capital markets limitations
and general restrictions around preferred stock issuances.

Fitch expects Ocean Spray will increase member equity to improve
its credit profile during the next several years.  Ocean Spray's
member equity as a percent of total capital had declined
materially for the past five years to the mid 20% range.
Historically, avenues for increasing grower-owner equity are
through increases with the required per barrel quota on common
stock and the per barrel target rates for allocated retained
equity.  However, increasing member equity is a relatively slow
process and Ocean Spray will need to develop additional plans with
increasing permanent equity to achieve its long-term objective of
grower equity comprising 35% of total capitalization.

Market Leadership, Brand Equity

Ocean Spray is a marketing cooperative that is wholly owned by
approximately 800 cranberry and 40 grapefruit growers.
Approximately 60% of the world-wide cranberry crop is received,
processed, and marketed through Ocean Spray resulting in
approximately $1.7 billion in net sales.  Ocean Spray also has a
material presence in the grapefruit industry.  The cooperative
provides a stable organizational structure for cranberry grower-
owners that greatly supports Ocean Spray's marketing/advertising,
new product development/innovation and demand planning.
Consequently, Ocean Spray has generated material profitable
returns for its grower-owners during the past several years.

Leverage and Debt Structure

Fitch estimates Ocean Spray's leverage as of March 1, 2014 at
3.0x.  The ratings reflect expectations that the company's
leverage will remain flat to modestly improve over the
intermediate term.  Ocean Spray has minimal off-balance sheet
lease obligations as the company owns the majority of its
facilities and most lease obligations typically relate to office
and industrial equipment.  Ocean Spray's upcoming maturities
during fiscal 2014 and 2015 are modest.

Fitch gives Ocean Spray's subordinated debt and preferred stock
each 50% equity treatment based on methodology outlined in Fitch's
hybrid debt criteria report.  Key attributes for both instruments
include the ability to defer coupon payments for up to five years.
Other factors that support 50% equity treatment include the
cumulative nature of the preferred stock dividend and for the
subordinated debt, no cross default or cross acceleration triggers
are present in the event of default on Ocean Spray's senior debt.

Liquidity and Covenants

Ocean Spray's liquidity is supported by its good cash flow
generation and subordinated grower payments.  Fitch believes the
subordinated nature of Ocean Spray's patronage payments to any
loan agreements or preferred stock distribution provides
additional protection in the unlikely event of an unforeseen drop
in profitability and cash flow.  Ocean Spray's $400 million
revolving credit facility with a $100 million accordion matures in
December 2016.  Current cushion under the debt to consolidated
capitalization and consolidated shareholders' equity covenants are
sufficient.

A class action lawsuit was filed against Ocean Spray by a small
group of cranberry growers during 2012.  A recent memorandum of
decision by the U.S. district court dismissed several counts.
While the litigation could likely take significant time before a
resolution occurs, Fitch believes the company retains flexibility
to mitigate the negative effects of a potential adverse judgment.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead
to a positive rating action include:

   -- Maintain an appropriate level of externally generated
liquidity with sufficient covenant capacity in the event of a
material revolver draw-down.  This also provides Ocean Spray with
sufficient cushion if capital market access becomes limited;

   -- Total adjusted debt-to-operating EBITDARP sustained below
3.0x due to operating income growth and/or debt reduction;

   -- Increase in grower equity into the low to mid 30% range to
provide increased financial flexibility;

   -- Per barrel patronage rates reflecting healthy operating
conditions for Ocean Spray and its member-owners;

   -- EBITDA margins (absent COGS adjustments) sustained at least
in the low 20% range.

Future developments that may, individually or collectively, lead
to a negative rating action include:

   -- Negative cash deficit over multiyear period driven by higher
capital investment and working capital requirements funded by
debt;

   -- EBITDA margins (absent COGS adjustments) sustained below
20%;

   -- Persistent industry oversupply that causes per barrel
patronage rates to fall significantly into the $20 per barrel
range or less for a sustained period of time;

   -- A large settlement associated with the current class action
lawsuit that requires Ocean Spray to materially increase debt;

   -- Grower equity as a percent of total capitalization declines
to the low 20% range or less;

   -- Total adjusted debt-to-operating EBITDARP sustained above
mid 3x range due to materially lower than expected operating
income or unanticipated debt-financed acquisitions.


PARAGON OFFSHORE: Moody's Assigns Ba2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
(CFR) to Paragon Offshore Limited, a Ba3 rating to the company's
planned issuance of approximately $1.2 billion senior unsecured
notes and Baa3 ratings to the company's $800 million senior
secured revolving credit facility and $545 million senior secured
term loan. Moody's also assigned a stable outlook and a SGL-2
Speculative Grade Liquidity Rating. These ratings are subject to
the completion of Paragon's planned debt issuances and a review of
the final documentation.

"Paragon Offshore's Ba2 rating reflects its sizable rig fleet,
substantial contracted revenue backlog and moderate initial
financial leverage," commented Pete Speer, Moody's Senior Vice-
President. "The company will also have free cash flow to reduce
debt and re-invest in its fleet, which helps mitigate the risks
arising from the fleet's age and standard specification
capabilities."

Issuer: Paragon Offshore Limited

Assignments

Corporate Family Rating, Assigned Ba2

Probability of Default Rating, Assigned Ba2-PD

Senior Secured Bank Credit Facility, Assigned Baa3, 19-LGD2

Senior Secured Term Loan, Assigned Baa3, 19-LGD2

Senior Unsecured Notes, Assigned Ba3, 77-LGD5

SGL-2 Speculative Grade Liquidity Rating

Rating outlook, Stable

Ratings Rationale

Paragon is presently a wholly owned subsidiary of Noble
Corporation (Noble, Baa2 stable) created to own a fleet of 42
standard specification jackup, deepwater and mid-water rigs and a
floating production, storage, and offloading (FPSO) vessel, all of
which were previously owned and operated by Noble. Paragon
currently operates offshore Mexico, Brazil, the North Sea, West
Africa, Middle East, India, and Southeast Asia. As of March 31,
2014, the company had a contracted revenue backlog of
approximately $2.7 billion.

Paragon is planning to issue approximately $1.7 billion of debt,
the proceeds of which will be used to repay intercompany debt owed
to Noble. Noble will distribute its equity ownership in Paragon to
its shareholders through a tax-free spin-off that is expected to
be completed during the third quarter of 2014. The ratings of
Paragon incorporate these proposed financing transactions and its
planned separation from Noble.

Paragon's Ba2 CFR reflects its substantial rig fleet size and
contracted revenue backlog. The rating also includes the benefits
of the company's global diversification and the rigs' long
operating track records and customer relationships. Restraining
the rating is the fleet's age and older generation standard
capabilities, which makes it more vulnerable to competition from
newer high specification jackup and floating rigs during periods
of weak offshore drilling demand. Moody's believe this will result
in Paragon's earnings being more volatile than its investment
grade rated offshore drilling peers and that the company will need
to make significant ongoing capital investments to maintain the
competitiveness of its fleet. The rating also reflects the new
company's growth strategy, financial policies, and the continuity
of its operating performance and customer relationships as a
stand-alone public company.

Paragon's SGL-2 rating reflects Moody's expectation that the
company will maintain good liquidity through 2015. The company
will have an undrawn $800 million revolving credit facility and
approximately $100 million of cash following the planned financing
transactions. Paragon has ample headroom to comply with the
revolver's two financial covenants -- a minimum interest coverage
of 3.0x and a maximum net leverage ratio of 4.0x. The company
should generate meaningful free cash flow in 2014 and 2015 thanks
to its revenue backlog, so the credit facility provides ample
capacity for working capital fluctuations, letter of credit
requirements and potential shortfalls in operating performance.
Although substantially all of the rigs are secured, Moody's
believes the company could sell some rigs to raise cash.

The company's secured debt is comprised of a five-year $800
million revolving credit facility and a seven-year $545 million
senior secured term loan. The credit facility and term loan are
issued by different borrowers, but they have cross guarantees in
order to share a pari passu first-lien priority claim on
substantially all of the company's drilling rigs. The planned
senior unsecured notes are subordinate to the secured debt's
priority claims to the rigs and therefore have been rated Ba3, or
one notch beneath the Ba2 CFR under Moody's Loss Given Default
Methodology. The secured debt has been rated Baa3, or two notches
above the Ba2 CFR because of their priority claim to the rigs over
the unsecured notes.

The stable rating outlook reflects Moody's expectation that
Paragon will maintain conservative financial policies and apply
free cash flow to debt reduction. An increase in financial
leverage for acquisitions or weaker than expected earnings could
result in a ratings downgrade. Debt/EBITDA sustained above 2.5x
could result in a ratings downgrade. In order for the ratings to
be considered for an upgrade, Debt/EBITDA would have to be
sustained below 1.5x with a strong contracted revenue backlog.

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.

Paragon Offshore Limited is an indirect, wholly-owned subsidiary
of Noble Corporation plc, a publicly traded offshore drilling
contractor incorporated in the United Kingdom that operates in
major offshore markets around the world.


PHI GROUP: Late-Filed 10-Q Shows $178,000 Loss in Sept. 30 Qtr.
---------------------------------------------------------------
PHI Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $178,080 on $0 of consulting and advisory fee income for the
three months ended Sept. 30, 2012, as compared with a net loss of
$128,578 on $175,000 of consulting and advisory fee income for the
same period in 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.14
million in total assets, $10.38 million in total liabilities, all
current, and a $9.23 million total stockholders' deficit.

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

                         http://is.gd/dDOu0f

                           About PHI Group

Huntington Beach, Cal.-based PHI Group, Inc., through its wholly
owned and majority-owned subsidiaries, is engaged in a number of
business activities, the scope of which includes consulting and
merger and acquisition advisory services, real estate and
hospitality development, mining, natural resources, energy, and
investing in special situations.  The Company invests in various
business opportunities within its chosen scope of business,
provides financial consultancy and M&A advisory services to U.S.
and foreign companies, and acquires selective target companies
under special situations to create additional long-term value for
its shareholders.

PHI Group reported a net loss of $5.15 million on $570,000 of
consulting and advisory fee income for the year ended
June 30, 2012, as compared with a net loss of $1.17 million on
$409,317 of consulting and advisory fee income for the year ended
June 30, 2011.

Dave Banerjee, CPA An Accountancy Corp., in Woodland Hills,
California, issued a "going concern" qualification on the
consolidated financial statements for the year ended June 30,
2012.  The independent auditor noted that the Company has
accumulated deficit of $35,814,955 and a negative cash flow from
operations amounting to $1,367,705 for the year ended June 30,
2012.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.


PSL-NORTH AMERICA: Has Interim Authority to Tap $5.5MM DIP Loans
----------------------------------------------------------------
Judge Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware gave PSL-North America LLC, et al., interim authority to
obtain senior secured postpetition financing in an aggregate
principal amount not to exceed $5.5 million from ICICI Bank
Limited, New York Branch, as postpetition lender.

All postpetition obligations will be immediately due and payable
in cash upon the earlier to occur of (i) Sept. 30, 2014, (ii) the
termination date, or (iii) the consummation of any plan, sale or
other transfer or disposition of all, or any material portion, of
the assets or equity interests of the Debtors.

The motion is set for a final hearing before the Court on July 14,
2014, at 11:00 a.m. prevailing Eastern Time.  Objections are due
July 9.

Counsel for the Debtors is John Knight, Esq., at Richards, Layton
& Finger, P.A., in Wilmington, Delaware.  Counsel for the Lender
is Robert A. Klyman, Esq., at Gibson, Dunn & Crutcher LLP, in Los
Angeles, California; and Michael Nestor, Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

                      About PSL-North America

Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes.  The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years.  The company is an American-based
partially owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.

On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code.  The
Debtors' cases have been assigned to Judge Peter J. Walsh.

The Debtors are seeking to have their cases jointly administered
for procedural purposes.

PSL-North America estimated $50 million to $100 million in assets
and $100 million to $500 million in debt in the bankruptcy
petition.  As of the Petition Date, the company had total
outstanding debt obligations of $130 million, according to a court
filing.

The Debtors have tapped Richards Layton & Finger, P.A., as
counsel.  Epiq Bankruptcy Solutions serves as claims agent.


PSL-NORTH AMERICA: Employs Epiq Systems as Claims & Noticing Agent
------------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware authorized PSL-North America LLC, et al., to employ
Epiq Systems as claims and noticing agent to, among other things:

   (i) distribute required notices to parties-in-interest;

  (ii) receive, maintain, docket and otherwise administer the
       proofs of claim filed in the Chapter 11 cases; and

(iii) provide other administrative services, as required by the
       Debtors, that would fall within the purview of services to
       be provided by the Court of Clerk's Office.

                      About PSL-North America

Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes.  The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years.  The company is an American-based
partially owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.

On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code.  The
Debtors' cases have been assigned to Judge Peter J. Walsh.

The Debtors are seeking to have their cases jointly administered
for procedural purposes.

PSL-North America estimated $50 million to $100 million in assets
and $100 million to $500 million in debt in the bankruptcy
petition.  As of the Petition Date, the company had total
outstanding debt obligations of $130 million, according to a court
filing.

The Debtors have tapped Richards Layton & Finger, P.A., as
counsel.  Epiq Bankruptcy Solutions serves as claims agent.


PSL-NORTH AMERICA: Court Issues Joint Administration Order
----------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware issued an order consolidating for procedural purposes
only the Chapter 11 cases of PSL-North America LLC, and its debtor
affiliates under Case No. 14-11477 (PJW).

                      About PSL-North America

Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes.  The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years.  The company is an American-based
partially owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.

On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code.  The
Debtors' cases have been assigned to Judge Peter J. Walsh.

The Debtors are seeking to have their cases jointly administered
for procedural purposes.

PSL-North America estimated $50 million to $100 million in assets
and $100 million to $500 million in debt in the bankruptcy
petition.  As of the Petition Date, the company had total
outstanding debt obligations of $130 million, according to a court
filing.

The Debtors have tapped Richards Layton & Finger, P.A., as
counsel.  Epiq Bankruptcy Solutions serves as claims agent.



RAM OF EASTERN: Administrator Sought Conversion or Dismissal
------------------------------------------------------------
Marjorie K. Lynch, Bankruptcy Administrator for the Eastern
District of North Carolina, New Bern Division, has requested that
the Bankruptcy Court convert the Chapter 11 case of RAM of Eastern
North Carolina, LLC to a Chapter 7 liquidation case or
alternatively dismiss the case.  The Administrator is requesting
said relief because although the Debtor's plan was confirmed on
December 24, 2013, the Debtor has failed to file its post-
confirmation report for the First Quarter of 2014.  Failure to
timely satisfy filing or reporting requirements is grounds for
conversion under Sec. 1112(b)of the Bankruptcy Code.

The Administrator's Motion was withdrawn on May 19, 2014, but no
reason for the withdrawal was given.  The matter was scheduled for
hearing on June 11, 2014.

             About RAM of Eastern North Carolina

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


REVEL AC: Atlantic City Casino Hunts For Buyer
----------------------------------------------
Patrick Holohan, writing for The Deal, reported that Revel AC Inc.
will seek to sell its assets during its second trip through
Chapter 11 with the aid of $125 million in debtor-in-possession
financing that rolls up much of its prepetition debt.  According
to the report, Chief restructuring officer Shaun Martin of Winter
Harbor LLC said in a declaration, however, that despite the debt
reduction, the company still projected operating losses to
continue through 2013.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Revel plans on being sold at auction on Aug. 6.  If
the judge approves the proposed bidding procedures at a hearing on
July 11, potential buyers must submit letters of intent by
July 18. Bids will be due Aug. 1, followed by an auction on Aug.
6.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc., and its four affiliates, sought bankruptcy
protection (Bankr. D.N.J., Case No. 14-22654) on June 19, 2014,
listing assets ranging from $500 million to $1 billion, and the
same amount of liabilities.  The case is assigned to Judge Gloria
M. Burns.

The Debtors' counsel are John K. Cunningham, Esq., Richard S.
Kebrdle, Esq., Kevin M. McGill, Esq., and Alfred J. Lechner, Jr.,
Esq., at White & Case, LLP, in New York; and Michael J. Viscount,
Jr., Esq., and Raymond M. Patella, Esq., at Fox Rothschild, LLP,
in Atlantic City, New Jersey.  The Debtors' claims and noticing
agent is Alixpartners, LLP.

This is Revel AC's second trip to bankruptcy.  The company, along
with four affiliates first sought bankruptcy protection (Bankr.
D.N.J. Lead Case No. 13-16253) on March 25, 2013, with a
prepackaged plan that reduces debt by $1.25 billion.  In the first
bankruptcy, Revel AC Inc. on May 21, 2013, disclosed that it has
successfully completed its financial restructuring and emerged
from Chapter 11 of the United States Bankruptcy Code.  Through the
first bankruptcy's restructuring plan, which has been approved by
both the U.S. Bankruptcy Court for the District of New Jersey
(Camden) and the New Jersey Casino Control Commission, Revel has
reduced its outstanding debt by approximately $1.2 billion, or
82%, and its annual interest expense on a cash basis by $98
million, or 96%.


REVSTONE INDUSTRIES: To Sell Stake In Canada Unit for $14.1MM
-------------------------------------------------------------
Revstone Industries LLC, et al., notified the U.S. Bankruptcy
Court for the District of Delaware that the auction in connection
with the sale of their equity interests in Revstone Wallaceburg
Canada, Inc., is canceled and that they will proceed with the sale
of the unit to Zynik Capital Corp., the so-called stalking horse
bidder.

Zynik agreed to pay $14.1 million, less (i) an amount equal to the
aggregate of the WFCU Debt, the RBC Debt, and the Reimbursable
Capital Expenditure Debt, (ii) the amount of the RWCI Shareholder
Loan, plus (iii) an amount equal to the amount by which the Net
Working Capital as of the closing exceeds $12 million.  Law360
said the total value of the sale is $13.1 million.

According to Law360, Revstone owns nearly 26 million shares in
Revstone Wallaceburg, parent of Aarkel Tool & Die Inc.  The shares
are marketed as part of a Section 363 sale, the Law360 report
said.  The planned June 5 auction was canceled because no other
qualified bidders emerged, Law360 said.

General Motors LLC filed a limited objection to the proposed sale
of the Canadian unit to ensure that the sale and the distribution
of the proceeds thereof does not seek to set aside or otherwise
impair the valid liens, claims, security interests and obligations
owing to GM by the Debtors and their non-debtor affiliates.

Meanwhile, Spara LLC, a unit of Revstone, filed a reorganization
plan on June 3 to retain the exclusive right to solicit
acceptances of a plan that otherwise would have expired on the
same day the plan was filed.  Spara also filed a motion seeking
authority to file a disclosure statement to explain its plan up to
July 7, saying that the express language and details with regards
to, among other things, postpetition governance and the
prosecution of post-confirmation litigation are still being
finalized.  A full-text copy of the Spara Plan is available at:

          http://bankrupt.com/misc/SPARAplan0603.pdf

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., Timothy P. Cairns,
Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP represent Revstone.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.


S.B. RESTAURANT: Proposes to Sell Assets to First Lien Lenders
--------------------------------------------------------------
S.B. Restaurant Co. and its debtor affiliates seek authority from
the U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division, to sell substantially all of their assets to
Cerberus Business Finance, LLC, as agent on behalf of the Debtors'
first lien lenders, or to another bidder to be chosen at an
auction.

Cerberus, as the stalking horse bidder, has submitted a credit bid
for the purchase of the Debtors' assets.  Through the proposed
sale, the Purchaser, which is also the agent for the Debtors'
postpetition financing facility, will credit bid $12 million of
senior, secured prepetition first lien debt.  In addition, the
Purchaser will assume certain liabilities and fund the estates in
an amount sufficient to satisfy the Debtors' budgeted postpetition
expenses and post-closing wind down costs.  As of the Petition
Date, the outstanding First Lien Obligations totaled no less than
$27.375 million, exclusive of all accrued and unpaid interest,
costs, expenses, and fees owed to the First Lien Agent and the
First Lien Lenders.

Notwithstanding the extent of the Debtors' prepetition marketing
efforts, the Debtors intend to continue to vigorously market their
assets over the next 30-45 days in an effort to garner higher
and better bids.  Any prospective bidder other than the Stalking
Horse Bidder that wishes to participate in the bidding process
must subject a qualified bid no later than July 30, 2014.  If the
Debtors receive at least one qualified bid, an auction will be
held on Aug. 4 at the the offices of counsel for the Debtors,
Pachulski, Stang, Ziehl & Jones LLP, in Los Angeles, California.

The Debtors request that the Court schedule a hearing on or about
Aug. 8 to consider the approval of the sale to the Winning Bidder
and the Back-Up Bidder, if necessary, and to confirm the results
of the Auction, if applicable.  The Debtors propose that
objections to the sale be filed and served by July 30.

A hearing on the Debtors' request for approval of the bidding
procedures will be held on July 7.

S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now
a chain of 29 restaurants in seven states, filed a petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-bk-13778)
on June 17 in Santa Ana, California.  The case is assigned to
Judge Erithe A. Smith.

The Debtors' counsel is Jeffrey N. Pomerantz, Esq., and John W.
Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California.  The Debtors' Chief Restructuring Officers are from
Deloitte Transactions & Business Analytics LLP, while their
Investment Banker is Mastodon Ventures, Inc.  The Debtors'
Noticing Claims and Balloting Agent is Rust Consulting Omni
Bankruptcy.


S.B. RESTAURANT: Has Interim $1.5-Mil. DIP Loan Approval
--------------------------------------------------------
Judge Erithe Smith of the U.S. Bankruptcy Court for the Central
District of California, Santa Ana Division, gave S.B. Restaurant
Co., et al., interim authority to obtain postpetition loans in an
aggregate amount not to exceed $1.5 million from Cerberus Business
Finance, LLC, as administrative agent and collateral agent, for
itself and a consortium of DIP Lenders.  The Debtors were also
given interim authority to use cash collateral securing their
prepetition indebtedness.

The final hearing on the motion is scheduled for July 7, 2014, at
1:30 p.m. (Pacific time).  Objections must be submitted no later
than July 1, and any reply to those objections must be submitted
no later than July 3.

A full-text copy of the Interim DIP Order with Budget is available
at http://bankrupt.com/misc/SBRESTAURANTdipord.pdf

Counsel for the Debtors is Jeffrey N. Pomerantz, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California.
Counsel for the DIP Agent and First Lien Agent is Michael L.
Tuchin, Esq., and David A. Fidler, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, in Los Angeles, California.

S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now
a chain of 29 restaurants in seven states, filed a petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-bk-13778)
on June 17 in Santa Ana, California.  The case is assigned to
Judge Erithe A. Smith.

The Debtors' counsel is Jeffrey N Pomerantz, Esq., and John W.
Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California.  The Debtors' Chief Restructuring Officers are from
Deloitte Transactions & Business Analytics LLP, while their
Investment Banker is Mastodon Ventures, Inc.  The Debtors'
Noticing Claims and Balloting Agent is Rust Consulting Omni
Bankruptcy.


S.B. RESTAURANT: Seeks to Employ Pachulski Stang as Counsel
-----------------------------------------------------------
S.B. Restaurant Co., et al., seek authority from the U.S.
Bankruptcy Court Central District of California, Santa Ana
Division, to employ Pachulski Stang Ziehl & Jones LLP as counsel
to render the following services:

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

   (b) providing legal advice with respect to the Debtors' powers
       and duties as debtors in possession in the continued
       operation of their business and management of their
       property;

   (c) preparing on behalf of the Debtors any necessary
       applications, motions, answers, orders, reports, and other
       legal papers;

   (d) appearing in Court on behalf of the Debtors;

   (e) preparing and pursuing confirmation of a plan and approval
       of a disclosure statement, and such further actions as may
       be required in connection with the administration of the
       Debtors' estates; and

   (f) acting as general bankruptcy counsel for the Debtors and
       performing all other necessary or appropriate legal
       services in connection with the Chapter 11 cases.

The principal attorneys presently designated to represent the
Debtors and their current standard hourly rates are:

     Jeffrey N. Pomerantz              $875
     Richard Gruber                    $895
     Maxim B. Litvak                   $775
     John W. Lucas                     $595
     Jason R. Rosell                   $475

PSZJ will also be reimbursed for any necessary out-of-pocket
expenses.

PSZJ has received payments from the Debtors during the year prior
to the Petition Date in the approximate amount of $362,000
including the filing fees for these cases, in connection with its
prepetition representation of the Debtors.

Jeffrey N. Pomerantz, Esq., a partner in the firm of Pachulski
Stang Ziehl & Jones LLP, in Los Angeles, California, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Mr. Pomerantz, however, discloses that his firm has, in the past,
represented portfolio companies of Cerberus and its affiliates
entities in connection with in court and out of court
restructurings.  The firm, he says, is local counsel to Cerberus
in the Chapter 11 cases of Natrol, Inc., although the attorneys
working for the Debtors are not working on the local
representation of Cerberus in Natrol's cases.

The firm may be reached at:

         Jeffrey N. Pomerantz, Esq.
         John W. Lucas, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         10100 Santa Monica Blvd., Suite 1300
         Los Angeles, CA 90067-4114
         Telephone: 310/277-6910
         Facsimile: 310/201-0760
         E-mail: jpomerantz@pszjlaw.com
                 jlucas@pszjlaw.com

S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now
a chain of 29 restaurants in seven states, filed a petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-bk-13778)
on June 17 in Santa Ana, California.  The case is assigned to
Judge Erithe A. Smith.

The Debtors' counsel is Jeffrey N Pomerantz, Esq., and John W.
Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California.  The Debtors' Chief Restructuring Officers are from
Deloitte Transactions & Business Analytics LLP, while their
Investment Banker is Mastodon Ventures, Inc.  The Debtors'
Noticing Claims and Balloting Agent is Rust Consulting Omni
Bankruptcy.


S.B. RESTAURANT: Taps Mastodon Ventures as Investment Banker
------------------------------------------------------------
S.B. Restaurant Co., et al., seek authority from the U.S.
Bankruptcy Court Central District of California, Santa Ana
Division, to employ Mastodon Ventures, Inc., as its investment
banker for purposes of marketing the sale of assets.

Specifically, Mastodon will render various services to the Debtors
including, but not limited to, the following:

   (a) assist and advise the Company and any of its other
       professionals and advisors in evaluating reviewing and
       analyzing the Company's results of operations, financial
       condition, and business plan;

   (b) assist and advise the Company and any of its professional
       and advisors in reviewing and analyzing a potential
       Restructuring Transaction;

   (c) advise and assist the Company on its development,
       preparation, and distribution of a confidential Information
       memorandum describing the Company for the purposes of
       generating interest in a Restructuring Transaction;

   (d) assist the Company in formulating a marketing strategy for
       a Restructuring Transaction;

   (e) assist the Company in identifying, screening and contacting
       potential transaction partners for a Restructuring
       Transaction, and, if requested, meet with potential
       Acquirers and provide them with the CIM and other select
       information, documents, and other materials about the
       Company's assets, properties or businesses that is
       acceptable to the Company, subject to customary business
       confidentiality agreements, all in an effort to create
       interest in a Restructuring Transaction;

   (f) assist the Company and its other professionals in reviewing
       the terms of any proposed Restructuring Transactions and in
       evaluating alternative proposals for a Transaction;

   (g) advise the Company on the implications of any proposed
       potential Restructuring Transaction and strategic
       alternatives to maximize the business enterprise value of
       the Company;

   (h) Advise and assist the Company and its other professionals
       with the development, structuring, negotiation and
       implementation of any Restructuring Transaction(s),
       including participating as a representative of the Company
       with other parties involved in any Restructuring
       Transaction;

   (i) attend meeting of the Company's Board of Directors or
       managers and its committees and render advice with respect
       to matters on which we have been engaged to advise the
       Company;

   (j) Provide expert advice and testimony regarding matters
       related to any Restructuring Transaction(s), if necessary,
       including advising and attending meetings of the Company's
       creditor groups, official constituencies and other
       interested parties, as the Company and Mastodon determine
       to be necessary or desirable;

   (k) in the event the Company determines to commence Chapter 11
       case(s), and if requested by the Company, participate in
       hearings before the Bankruptcy Court in which the cases are
       commenced and provide relevant testimony with respect to
       the matters mutually agreed by the Company and Mastodon in
       connection any proposed Restructuring Transaction or
       related matters; and

   (l) provide other advisory and investment banking services in
       connection with a Restructuring Transaction as Mastodon and
       the Company may mutually agree upon.

As compensation for the services rendered pursuant to the
Engagement Agreement, the Debtors have agreed to pay Mastodon the
following fees in cash:

   (a) A non-refundable fee of $50,000 to be paid immediately upon
       entry of an order by the Bankruptcy Court approving the
       application to retain Mastodon; and

   (b) Transaction Fee(s). Upon the closing of a Restructuring
       Transaction, Mastodon will be entitled to receive a cash
       fee that is calculated as either (1) $150,000 if Senior
       Secured Lender, Cerberus Capital Management, LP and/or its
       affiliates, acting on its own and without a third party, is
       the acquiring party; or (2) $300,000 if the Restructuring
       Transaction involves a portion of Cerberus' debt being
       assumed by the acquiring party; or (3) if the sale involves
       a transaction that is not covered by (1) or (2) above and
       involves an all cash transaction, then 2.5% of Aggregate
       Gross Consideration.

In connection with the execution of the Engagement Letter,
Mastodon received $100,000 on account of retainers paid prior to
the Petition Date for services rendered.

Robert Hersch, an officer of Mastodon Ventures, Inc., assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Mastodon may be reached at:

         Robert Hersch
         Senior Managing Director
         MASTODON VENTURES, INC.
         515 Congress Avenue, Suite 1400
         Austin, TX  78701
         Tel: 512-498-1212
         Email: rhersch@mastodonventures.com

S.B. Restaurant Co. dba Elephant Bar Global Grill/Wok Kitchen, now
a chain of 29 restaurants in seven states, filed a petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-bk-13778)
on June 17 in Santa Ana, California.  The case is assigned to
Judge Erithe A. Smith.

The Debtors' counsel is Jeffrey N Pomerantz, Esq., and John W.
Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California.  The Debtors' Chief Restructuring Officers are from
Deloitte Transactions & Business Analytics LLP, while their
Investment Banker is Mastodon Ventures, Inc.  The Debtors'
Noticing Claims and Balloting Agent is Rust Consulting Omni
Bankruptcy.


SCOTTIE PIPPEN: High Court Won't Hear Defamation Suit
-----------------------------------------------------
Law360 reported that the U.S. Supreme Court declined to hear an
appeal by NBA Hall of Famer Scottie Pippen asking it to revive his
defamation suit against NBCUniversal Media LLC, CBS Interactive
Inc. and other media outlets, claiming their reports of his
bankruptcy were motivated by malice.

According to the report, in his petition for writ of certiorari,
filed in December but made available only last month, Pippen
argued that an Illinois district court and the Seventh Circuit had
erred in ruling that the networks had not been shown to have acted
with specific intent to harm him.


SOURCE HOME: Files Bankruptcy as Readers Turn to Web
----------------------------------------------------
Phil Milford, writing for Bloomberg News, reported that Source
Home Entertainment LLC, a closely held magazine publisher and
distributor, filed for bankruptcy protection as more readers
abandon print and turn to electronic media.

The bankruptcy stemmed partly from "the continuing fundamental
technological shift away from traditional consumption of print
media toward online magazines and e-book readers," the report
said, citing Stephen Dube, the company's chief restructuring
officer, as saying in a filing.

Source Home fired more than 5,000 employees on May 30 when it
halted distribution operations, the report said, citing court
filings.  The shutdown stemmed from Time Inc.'s decision to stop
using Source Home's Source Interlink unit to distribute its
magazines because of unpaid fees,.

The case is In re Source Home Entertainment LLC, 14-bk-11553, U.S.
Bankruptcy Court, District of Delaware (Wilmington).


SIMPLEXITY LLC: Judge Denies Fifth Third Bid For Ch. 7 Conversion
-----------------------------------------------------------------
Law360 reported that at a June 4 hearing, Judge Kevin Gross of the
U.S. Bankruptcy Court for the District of Delaware denied senior
lender Fifth Third Bank's bid to convert Simplexity LLC's Chapter
11 case to one under Chapter 7, saying the conversion motion is
untimely, noting that Simplexity and the Official Committee of
Unsecured Creditors still had more than a week to investigate
potential causes of action against the bank.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Simplexity and the Creditors' Committee said the
June 4 hearing was timed so conversion to Chapter 7 would preclude
creditors from completing their investigation into the validity of
the bank's liens and lawsuits they might file against Fifth Third.

                      About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.  The Debtors'
counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware.
Prime Clerk LLC serves as claims and noticing agent.  Simplexity
hired Rutberg & Co. as investment banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.


SPANISH BROADCASTING: Inks Employment Pact with Chairman & CEO
--------------------------------------------------------------
Spanish Broadcasting System, Inc., entered into an employment
agreement with Raul Alarcon, its Chairman of the Board, chief
executive officer and president.  The Employment Agreement
replaces and supersedes an employment agreement between the
Company and Mr. Alarcon that was entered into on Oct. 25, 1999.

Under the Employment Agreement, Mr. Alarcon will continue to serve
as Chairman of the Board, chief executive officer and president.
The Employment Agreement is deemed to be effective as of May 1,
2014, and continues through Dec. 31, 2018.  The Employment
Agreement automatically renews for one successive three-year term
until Dec. 31, 2021, unless either party notifies the other that
it will not renew the Employment Agreement.  After Dec. 31, 2021,
the Employment Agreement automatically renews for successive one-
year terms unless sooner terminated pursuant to the terms of the
Employment Agreement.

Under the Employment Agreement, Mr. Alarcon is entitled to receive
an annual base salary of $1,750,000.  Mr. Alarcon can also earn an
annual performance bonus of up to $750,000 based on the Company's
achieving a certain level of EBITDA and a discretionary bonus as
determined by the Compensation Committee of the Board of Directors
of the Company.  The Employment Agreement also provides for a
Retention Bonus equal to $1,616,668, payable $216,668 upon
execution of the Employment Agreement and $50,000 per month for 28
months.  Mr. Alarcon is also entitled to participate in all
employee benefit plans and arrangements of the Company, including
without limitation, all life, group insurance and health insurance
plans and all disability, retirement, stock option and other
employee benefit plans of the Company.

Mr. Alarcon is also entitled to the use of one automobile and the
services of a driver at the expense of the Company and
reimbursement from the Company for insurance, maintenance and fuel
expenses related thereto.  Mr. Alarcon is also entitled to life
insurance and reimbursement for personal tax and accounting
services and certain legal expenses.

Mr. Alarcon's employment under the Employment Agreement will
terminate: (a) for Cause or (b) by reason of Mr. Alarcon's death
or disability.  If Mr. Alarcon's employment is terminated for
Cause, the Company will pay his accrued base salary and all other
benefits accrued through the date of termination.  If Mr.
Alarcon's employment is terminated due to his death or disability,
the Company will pay his accrued base salary and all other
benefits accrued through the date of termination and all non-
vested options immediately vest.

Under the terms of the Employment Agreement, Mr. Alarcon has
agreed not to disclose any confidential information concerning the
Company's business.  In addition, Mr. Alarcon has agreed not to
solicit or to interfere with the Company's relationship with any
of the Company's employees or independent contractors or to
interfere with the Company's relationship with any person or
entity with which the Company had any contractual or business
relationship until 12 months following termination of his
employment.  Furthermore, Mr. Alarcon has entered into a
noncompetition agreement pursuant to which he has agreed not to
provide competing services until 12 months following termination
of his employment.

A copy of the Employment Agreement is available for free at:

                        http://is.gd/igWlSI

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at March 31, 2014, showed $466.08
million in total assets, $526.56 million in total liabilities and
a $60.47 million total stockholders' deficit.  Spanish
Broadcasting reported a net loss of $88.56 million in 2013, as
compared with a net loss of $1.28 million in 2012.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


SEQUENOM INC: Stockholders Elected Nine Directors
-------------------------------------------------
Sequenom, Inc., held its 2014 annual meeting of stockholders on
June 10 at which the Company's stockholders:

   (i) elected Kenneth F. Buechler, John A. Fazio, Harry F.
       Hixson, Jr., Myla Lai-Goldman, Richard A. Lerner, Ronald M.
       Lindsay, David Pendarvis, Charles P. Slacik and William
       Welch as directors to hold office until the Company's
       annual meeting of stockholders in 2015;

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

(iii) ratified the selection by the Audit Committee of the
       Company's Board of Directors of Ernst & Young LLP as the
       Company's independent auditors for the fiscal year ending
       Dec. 31, 2014.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom incurred a net loss of $107.40 million in 2013, a net
loss of $117.02 million in 2012 and a net loss of $74.13
million in 2011.  The Company's balance sheet at March 31, 2014,
showed $122.85 million in total assets, $181.49 million in total
liabilities and a $58.63 million total stockholders' deficit.


SPECIALTY HOSPITAL: Says Case Trustee Not Warranted
---------------------------------------------------
Specialty Hospital of Washington, LLC, opposes the Petitioning
Creditors' emergency request for appointment of a trustee. The
Debtor argues that the motion by the Petitioning Creditors may be
abandoned as a prompt sale of the Debtor's assets has been put in
place. Additionally, the Debtor argues the request by the
Petitioning Creditors is based on factual mischaracterizations and
faulty assertions.

The Petitioning Creditors are six alleged creditors represented by
the Phillips, Goldman, and Spence law firm, who filed the
Involuntary Chapter 11 Petition in April 2014 in the Bankruptcy
Court for the District of Delaware.  On May 9, 2014 the case was
transferred to the Bankruptcy Court for the District of Columbia.
Since the transfer, none of the Petitioning Creditors has appeared
in the case in the DC Court.  Further, the Court, on June 2, 2014,
authorized the Debtor to enter into a $15 million post-petition
financing with DC Acquisitions, LLC and approved the procedures
for the sale of virtually all of the debtor's assets on June 25,
2014.

The Debtor is represented by Patrick Potter, Esquire, Jerry Hall,
Esquire, and Dania Slim, Esquire, all of Pillsbury, Winthrop,
Shaw, Pittman, LLP of Washington, DC.

A Scheduling Conference regarding the motion to appoint a trustee
was scheduled to be heard by Hon. S. Martin Teel, Jr., Bankruptcy
Judge for the District of Columbia, on June 18, 2014.

                    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.


STAFFORD LOGISTICS: S&P Affirms 'B-' CCR Over BJ Bear Deal
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Atlanta-based waste hauler Stafford Logistics
Holdings Inc.  At the same time, S&P affirmed its 'B-' issue
rating on the company's senior secured credit facility.  The
recovery rating on this debt remains '3', indicating S&P's
expectation for a meaningful (50% to 70%) recovery in the event of
payment default.

"The affirmation is based on the company's successful integration
of its First Tee Transport acquisition, improved profitability,
and relatively strong credit measures for the rating," said
Standard & Poor's credit analyst Pranay Sonalkar.

However, S&P revised its assessment of the company's liquidity to
less than adequate from adequate.  The revised liquidity
descriptor reflects significant cash needs for the small debt-
funded acquisition of BJ Bear Grain Co., high levels of capital
expenditures in 2014, and the limited headroom under the total net
leverage ratio which steps down to 4.75x in July 2014.

S&P's 'B-' rating on Stafford Logistics incorporates Standard &
Poor's assessment of the company's "weak" business risk and
"highly leveraged" financial risk profiles.  S&P selected the 'b-'
anchor outcome instead of the 'b' anchor outcome, given the
company's forecasted negative free cash flow for 2014 and the
potential for further debt-funded acquisitions.  There is no
impact of any modifiers on the rating.

The outlook is stable.  S&P expects the company will continue to
pursue acquisitions and invest heavily in capital expenditures to
support growth, resulting in negative free cash flow.  At the
current rating S&P expects FFO to debt of around 10%.

S&P could raise the ratings if the company reports positive free
operating cash flow, and improves its business risk profile
through more customer diversity.

S&P could lower ratings if operating difficulties stemming from
the loss of several contracts resulted in a 10% decline in
revenues and 7% decline in EBITDA margins or if the company were
to purse a large debt-financed shareholder rewards resulting in
FFO to debt of less than 5% or significantly weaker liquidity.


STELERA WIRELESS: Committee Balks at Exclusivity Extension Bid
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Stelera Wireless,
Inc.'s Chapter 11 case, responded to the Debtor's third request to
extend the exclusivity period within which to file its Plan of
Reorganization.  The Committee argues that the Debtor's latest
request is moot since the Debtor filed its Plan on April 29, 2014.
Likewise, according to the Committee, the Debtor's request to
extend the deadline for Plan approval is premature since the
Debtor has 60 days from the filing of the Plan to seek approval
and confirmation.  Rather, argues the Committee, the Debtor's
request is unnecessary and a waste of estate resources.

The Committee cites the Debtor's two previous requests for
extensions, coupled with the Debtor's catering to Rural Security
Services, the primary secured creditor, to the detriment of the
unsecured creditors.  It appears to the Committee that the
Debtor's primary objective in filing its Petition in this matter
was to sell FCC licenses and apply the sale proceeds to Rural
Security's claims.  The Committee points out that the Debtor has
been dilatory in performing ordinary Chapter 11 tasks such as
considering claim allowances/disallowances, seeking a claim bar
date, formulating a Plan of Reorganization, etc.  Further, the
Committee claims, the Debtor becomes combative with the Committee
when it tries to work with the Debtor in performing the ordinary
Chapter 11 tasks and functions.  Despite repeated assurances from
the Debtor that upon the sales of FCC licenses, all creditors
would receive 100% of their claims, based on the Debtor's recently
filed Disclosure Statement, it appears that the creditors will
likely receive only 27%.

                   About Stelera Wireless, LLC

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.

Christensen Law Group, PLLC, serves as the Debtor's primary
counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as additional
bankruptcy counsel.  Wilkinson Barker Knauer, LLP, serves as the
Debtor's special counsel.  American Legal Claims Services, LLC
serves as official noticing agent.  Falkenberg Capital Corporation
serves as the Debtor's broker.

The official committee of unsecured creditors is represented by
attorneys G. Blaine Schwabe, III, Esq., John (Jake) M. Krattiger,
Esq., at GableGotnals' Oklahoma City office; and Sidney K.
Surinson, Esq., Mark D.G. Sanders, Esq., and Brandon C. Bickle,
Esq., at GableGotnals' Tulsa office.

                           *     *     *

The Troubled Company Reporter reported on Dec. 10, 2013, the Hon.
Niles Jackson of the U.S. Bankruptcy Court for the Western
District of Oklahoma authorized Stelera Wireless to sell its
Federal Communications Commission licenses to: AT&T Mobility
Spectrum LLC, as purchaser; and Atlantic Tele-Network, Inc., as
backup purchaser.  In an auction held Nov. 20, 2013, AT&T's bid
was the highest and best offer for the FCC licenses, while
Atlantic's, the stalking horse purchaser, was the second highest.
Pursuant to the APA, the aggregate purchase price to be paid by
AT&T will be $6,020,000.

As reported by the TCR, Stelera Wireless on April 29, filed with
the U.S. Bankruptcy Court a joint plan of liquidation and
accompanying disclosure statement.  The Plan is co-proposed by the
Official Committee of Unsecured Creditors.

The Plan is proposed as a reasonable means to liquidate the
remainder of the Debtor's assets in order to maximize value for
creditors and provide an orderly wind-down and distribution of the
Debtor's assets.  Any remaining assets of the Debtor not
previously transferred by sale, including the litigation claims,
will be transferred to the Debtor.


STEREOTAXIS INC: Two Directors Elected at Annual Meeting
--------------------------------------------------------
Stereotaxis, Inc., held its annual meeting of shareholders on
June 10, 2014, at which the Company's shareholders:

   (1) elected David W. Benfer and Eric N. Prystowsky, M.D.,
       as directors to serve until the Company's 2017 Annual
       Meeting;

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

   (3) approved, by non-binding vote, executive compensation;

   (4) approved an amendment to the Stereotaxis, Inc., 2012 Stock
       Incentive Plan to increase the number of shares authorized
       for issuance thereunder by one million shares;

   (5) approved an amendment to the Stereotaxis, Inc., Employee
       Stock Purchase Plan to increase the number of shares
       authorized for issuance thereunder by 250,000 shares; and

   (6) did not approve a decrease in the authorized number of
       shares of the Company's common stock from 300,000,000 to
       150,000,000.

                          About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

Stereotaxis reported a net loss of $68.75 million in 2013,
following a net loss of $9.23 million in 2012.  The Company's
balance sheet at March 31, 2014, showed $29.83 million in total
assets, $45.42 million in total liabilities and a $15.59 million
total stockholders' deficit.

Ernst & Young LLP, in St. Louis, Missouri, 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 operating losses and has a
net capital deficiency.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


STOCKTON, CA: Calls Resident's Plan Objection a "Rant"
------------------------------------------------------
The City of Stockton, California, responded to an objection filed
by T. To Can Nguyen, a resident of Stockton, California, to the
First Amended Plan for the Adjustment of Debts of City of
Stockton, California, stating that Mr. Nguyen is not listed by the
City in any of its filings as a creditor and has not filed a proof
of claim in the case.

On June 2, 2014, the Debtor said Mr. Nguyen's opposition to the
Plan was little more than a rant, and the City cannot discern in
it any cognizable legal objection to the Plan.

In a separate filing, the City submitted a Redlined Comparison of
the First Amended Plan for The Adjustment of Debts of City of
Stockton, California, as modified dated June 2, 2014, and the
First Amended Plan for the adjustment of Debts of City of
Stockton, California dated Nov. 15, 2013.

A copy of the Redlined Comparison is available for free at
http://bankrupt.com/misc/CITYOFSTOCKTON_1536_planredline.pdf

The Debtor is represented by:

         Marc A. Levinson, Esq.
         Norman C. Hile, Esq.
         Patrick B. Bocash, Esq.
         ORRICK, HERRINGTON & SUTCLIFFE LLP
         400 Capitol Mall, Suite 3000
         Sacramento, CA 95814-4497
         Tel: +1-916-447-9200
         Fax: +1-916-329-4900
         E-mails: malevinson@orrick.com
                  nhile@orrick.com
                  pbocash@orrick.com

              - and -

         Jeffery D. Hermann, Esq.
         John A. Farmer, Esq.
         ORRICK, HERRINGTON & SUTCLIFFE LLP
         777 South Figueroa Street, Suite 3200
         Los Angeles, CA 90017-5855
         Tel: +1-213-629-2020
         Fax: +1-213-612-2499
         E-mails: jhermann@orrick.com
                  jfarmer@orrick.com

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


TARGETED MEDICAL: 7 Directors Elected at Annual Meeting
-------------------------------------------------------
Targeted Medical Pharma, Inc., held its 2014 annual meeting of
stockholders on June 6 at which the stockholders elected William
E. Shell, M.D., David S. Silver, M.D., Kim Giffoni, Maurice J.
DeWald, Thomas R. Wenkart, M.D., Kerry N. Weems and Paul F.
Pelosi, Jr., to serve on the Company's board of directors for a
term of one year.  The stockholders also:

   (a) ratified the selection of Marcum LLP as the Company's
       independent registered public accounting firm for the
       fiscal year ended Dec. 31, 2014; and

   (b) approved an amendment to the Company's Amended and Restated
       2011 Stock Incentive Plan to increase the number of shares
       of common stock that may be issued by 2,000,000 shares.

                       About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.

Targeted Medical reported a net loss of $9.33 million on $9.55
million of total revenue for the year ended Dec. 31, 2013, as
compared with a net loss of $9.58 million on $7.29 million of
total revenue in 2012.  As of March 31, 2014, the Company had
$4.57 million in total assets, $12.10 million in total liabilities
and a $7.52 million total stockholders' deficit.

Marcum LLP, in Irvine, CA, 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 significant net losses since its inception, and has
an accumulated deficit of $23,022,407 as of Dec. 31, 2013, and
incurred a net loss of $9,337,618 and negative cash flows from
operations of $2,046,586 for the year ended Dec. 31, 2013.


THERAPEUTICSMD INC: Stockholders Elected 9 Directors
----------------------------------------------------
TherapeuticsMD, Inc., held its 2014 annual meeting of stockholders
on June 5, 2014, at which the stockholders of the Company:

    (1) elected Tommy G. Thompson, Robert G. Finizio, John C.K.
        Milligan, IV, Brian Bernick, M.D., Cooper C. Collins,
        Randall Stanicky, Robert V. LaPenta, Jr., Jules A. Musing
        and Nicholas Segal as directors each to serve until the
        Company's next annual meeting of stockholders or until
        their successors are elected and qualified;

    (2) approved, on a non-binding advisory basis, the
        compensation of the Company's named executive officers for
        fiscal 2013; and

    (3) ratified the appointment of Rosenberg Rich Baker Berman &
        Company, an independent registered public accounting firm,
        as the independent auditor of the Company for the fiscal
        year ending Dec. 31, 2014.

                       About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

TherapeuticsMD reported a net loss of $28.41 million in 2013, a
net loss of $35.12 million in 2012, and a net loss of $12.9
million in 2011.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company's balance sheet at March 31, 2014, showed $53.56
million in total assets, $6.81 million in total liabilities and
$46.75 million in total stockholders' equity.


TWEETER HOME: Objects to Ch. 7 Conversion Request
-------------------------------------------------
BankruptcyData reported that Tweeter Home Entertainment Group and
its official committee of unsecured creditors filed with the U.S.
Bankruptcy Court separate objections to the U.S. Trustee's motion
for entry of an order converting the Chapter 11 reorganization to
a liquidation under Chapter 7.

According to BData, the committee asserts, "As this Court knows,
the Debtors and the estate professionals have been struggling to
overcome what upon the sale of substantially all of their assets
appeared to be hundreds of millions of dollars of administrative
insolvency. Now, when it appears that they will achieve that goal
in a very brief time, the United States Trustee seeks to convert
these cases, jeopardizing not only the recovery to general
unsecured creditors, but the projected 100% recovery to
administrative and priority creditors as well....A conversion of
the Debtors' cases now is not in the best interest of creditors.
The Debtors have made substantial progress towards confirmation of
the Plan that is already on file, including the sale of
substantially all of their assets, the collection of over $3.1
million in net preference recoveries, and the aggregate reduction
or disallowance of secured, administrative and priority claims by
approximately $213 million. A conversion of these cases to Chapter
7 at this time will thwart those efforts, and will not benefit the
estates' creditors. Rather, a conversion to Chapter 7 will only
harm the Debtors' creditors by virtually guaranteeing that general
unsecured creditors will receive no distribution at all and
jeopardizing the distribution in full to administrative and
priority creditors, while at the very least delaying the issuance
of any distributions....Further, a conversion that will cause the
transfer of these cases to a Chapter 7 Trustee would be an
inefficient use of the estates' resources. It would require the
Chapter 7 Trustee to necessarily incur substantial legal and
financial professional fees to just get up to speed. Further, it
would subject the cash distribution of approximately $3.4 million
created by the estate professionals and that is available for
distribution to creditors to be reduced by the Chapter 7 Trustee's
commissions."

                          About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- sold mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.

Tweeter Home Entertainment Group filed with the U.S. Bankruptcy
Court a Chapter 11 Plan of Liquidation and related Disclosure
Statement in October of 2012.


UNIVERSAL HEALTHCARE: Trustee Seeks Director of Subsidiaries
------------------------------------------------------------
The Trustee overseeing United Healthcare Group, Inc.'s bankruptcy
proceedings, Soneet Kapila, requested that the Bankruptcy Court
for the Middle District of Florida, Tampa Division authorize the
appointment of J. Mark Abernathy as Sole Director of certain of
Universal Health Care's subsidiaries.  Abernathy is affiliated
with Berkeley Research Group of Tampa, FL.  The Trustee further
requested that the Court direct Abernathy to evaluate the
propriety of Chapter 11 petitions by those subsidiaries and file
appropriate Chapter 11 petitions.

The Trustee's request was joined by BankUnited but was opposed by
multiple parties including the Texas Department of Insurance,
Universal Health Care of Nevada, the National Organization of Life
and Health Insurance Guaranty Association, and the Florida
Department of Financial Services.

The Receivers for Universal HMO of Texas and Universal Health Care
of Nevada subsequently filed a response to case law cited by
BankUnited.  The Receivers argued that the cases cited by
BankUnited do not address the key issue before the Court --
whether the trustee of a bankruptcy parent can appoint a director
to act for subsidiaries in state insurance receivership
proceedings and commence bankruptcy cases against them.  The
subsidiaries in this case are domestic insurance companies which
are ineligible for bankruptcy relief.  Further, the Receivers
pointed out that in the cases cited by BankUnited, no objections
were filed, whereas in the instant case numerous objections were
filed.  The Receivers request that the Court deny the Trustee's
request to employ Abernathy.

Hon. K. Rodney May ordered a final evidentiary hearing to be held
on June 9, 2014 on the designated issues identified on the record
at the April 20 hearing.  Any pending motions other than motions
for summary judgment were also to be heard at the June 9 hearing.

The Receiver for Universal HMO of Texas is represented by Robert
B. Glenn, Esq. of Glenn Rasmussen, PA of Tampa, FL, and Robert H.
Nunnally, Jr., Esq. of Wisener Nunnally Gold, LLP of Garland, TX.
The Receiver for Universal Health Care of Nevada is represented by
Patrick H. Cantilo, Esq. of Cantilo & Bennett, LLP of Austin, TX.

Abernathy may be reached at:

     J. Mark Abernathy
     Director
     BERKELEY RESEARCH GROUP
     2502 North Rocky Point, Suite 695
     Tampa, FL 33607
     Tel: 727-560-3248
     Fax: 813-228-6388
     E-mail: mabernathy@brg-expert.com

                    About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc. serves as a forensic imaging
consultant to the Chapter 11 trustee.


VERSO PAPER: Moody's Lowers Corporate Family Rating to 'Caa3'
-------------------------------------------------------------
Moody's Investors Service downgraded Verso Paper Holdings LLC's
corporate family rating (CFR) to Caa3 from B3 and probability of
default rating (PDR) to Caa3-PD from Caa2-PD. Verso's liquidity
rating was also lowered to SGL-4 from SGL-3. At the same time,
Moody's lowered the ratings on Verso's $150 million asset based
revolving loan (ABL) to B2 (LGD1 4%) from Ba3 (LGD1 4%), the $50
million revolving credit facility and the $418 million senior
secured notes due 2019 rating to Caa1 (LGD2 25%) from Ba3 (LGD2
24%), the $272 million secured notes due 2019 to Caa3 (LGD4 55%)
from B3 (LGD4 54%), the $396 million fixed rate second-lien notes
to Ca (LGD5 78%) from Caa3 (LGD5 79%), the $13 million floating
rate second-lien notes due 2014 to Ca (LGD6 91%) from Caa2 (LGD5
79%) and the $143 million subordinated notes to Ca (LGD6 94%) from
Caa3 (LGD6 94%). All of the company's ratings remain under review
with direction uncertain. The rating action reflects Moody's view
that the announced agreement to acquire NewPage Corporation
(NewPage, B1, under review for downgrade) is becoming less likely
to occur as the Department of Justice continues its review, and as
Verso has been unsuccessful in its distressed exchange offer
that's a prerequisite of the acquisition. Therefore, the potential
for a higher CFR of the merged company is waning. "We believe it
very likely that Verso will default on its debt within the next
year, either via a distressed exchange as part of its attempt to
acquire NewPage, or via a filing if it fails to acquire NewPage",
said Ed Sustar, Moody's lead analyst for Verso.

Downgrades:

Issuer: Verso Paper Holdings LLC

Probability of Default Rating, Downgraded to Caa3-PD from
Caa2- PD; Placed Under Review Direction Uncertain

Speculative Grade Liquidity Rating, Lowered to SGL-4 from SGL-3

Corporate Family Rating, Downgraded to Caa3 from B3; Placed
Under Review Direction Uncertain

Senior Subordinated Regular Bond/Debenture Aug 1, 2016,
Downgraded to Ca(LGD6, 94%) from Caa3(LGD6, 94%); Placed Under
Review Direction Uncertain

Senior Secured Bank Credit Facility May 4, 2017, Downgraded to
B2(LGD1, 04%) from Ba3(LGD1, 04%); Placed Under Review Direction
Uncertain

Senior Secured Bank Credit Facility May 4, 2017, Downgraded to
Caa1(LGD2, 25%) from Ba3(LGD2, 24%); Placed Under Review
Direction Uncertain

Senior Secured Regular Bond/Debenture Aug 1, 2014, Downgraded to
Ca(LGD6, 91%) from Caa2(LGD5, 79%) ; Placed Under Review
Direction Uncertain

Senior Secured Regular Bond/Debenture Jan 15, 2019, Downgraded
to Caa3(LGD4, 55%) from B3(LGD4, 54%) ; Placed Under Review
Direction Uncertain

Senior Secured Regular Bond/Debenture Feb 1, 2019, Downgraded to
Ca(LGD6, 91%) from Caa3(LGD5, 79%) ; Placed Under Review
Direction Uncertain

Senior Secured Regular Bond/Debenture Jan 15, 2019, Downgraded
to Caa1(LGD2, 25%) from Ba3(LGD2, 24%); Placed Under Review
Direction Uncertain

Ratings Rationale

Verso's Caa3 CFR reflects the elevated risk of a default or
distressed exchange in the next 12 months, the company's weak
liquidity, high leverage (adjusted leverage over 13x), and the
expectation that the company will continue to face secular demand
declines and weak prices for most of the grades of coated paper it
produces. The rating considers the significant overcapacity in the
coated paper industry and the uncertainty of the company's ability
to close the previously announced agreement to acquire NewPage.
The rating is supported by the company's vertically integrated,
relatively low cost asset base and its strong market position as
the second largest producer of coated papers in North America.

The downgrade of Verso's speculative grade liquidity rating to
SGL-4 reflects the company's continued negative cash flow
generation stemming from challenging industry conditions. At March
2014, the company had approximately $4 million of cash and net
availability of approximately $45 million under the company's
combined $150 million asset based revolving credit facility (ABL)
and $50 million revolving credit facility (both maturing May
2017). The company has $13 million of debt maturing over the next
twelve months and Moody's estimate that Verso will burn
approximately $90 million of cash during this period. With most of
Verso's assets secured, the company has limited alternative
liquidity. During the second quarter Verso (through one of its
wholly-owned subsidiaries) entered into a new $40 million
revolving credit facility that matures no later than May 2015.
Moody's does not consider this loan as an additional source of
liquidity since it matures in less than one year.

Verso's ratings were put on review in January, 2014, following the
company's announcement that it had entered an agreement to acquire
NewPage. Verso and NewPage continue to work with the Justice
Department in terms of antitrust and regulatory compliance issues
with the proposed merger. Moody's review will continue to focus
on: the proposed capital structure and the anticipated operating
and financial performance of Verso, NewPage and the combined
company; the integration process and the ability to move funds
within the combined company; and the size, pace and allocations of
realizable cost synergies. It is anticipated that following the
acquisition, Verso and NewPage will be run as separate legal
entities with a shared services agreement. The review will assess
liquidity arrangements and the combined company's business
prospects in the challenging coated paper industry which is
experiencing secular decline.

If the merger closes and Verso is able to successfully integrate
the operations of NewPage, improve its ability to cope with the
declining coated paper industry through improved management of
operating capacity and obtain significant synergies, Verso's CFR
might be upgraded. If the acquisition does not close, or if
Moody's anticipates that Verso will face significant challenges in
integrating NewPage, Verso's CFR may be downgraded.

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

Headquartered in Memphis, Tennessee, Verso is the second largest
coated paper producer in North America with 8 paper machines at
three paper manufacturing mills. In January 2014, Verso announced
its intention to acquire NewPage Corporation for $1.4 billion.
NewPage is a private company and is the largest coated paper
producer in North America with 15 paper machines at 8 paper
manufacturing mills. The acquisition is subject to regulatory
approvals.


VICTORY ENERGY: Sells Leasehold Properties for $4 Million
---------------------------------------------------------
Victory Energy Corporation, through its controlling interest and
as managing partner in Aurora Energy Partners, sold certain
leasehold properties and all of Aurora's related interests in
approximately 640 gross and 128 net mineral acres located in
Glasscock County, Texas, to an unrelated third party for
approximately $4 million in cash gross to Aurora.  The sale was
made pursuant to a Purchase and Sale Agreement dated as of
April 30, 2014, by and among the working interest owner/sellers,
including Aurora, and the Buyer.  Aurora has certain post closing
indemnification obligations customary for a transaction of this
type.

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

Victory Energy reported a net loss of $2.11 million on $735,413 of
total revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $7.09 million on $326,384 of total revenues in 2012.

As of March 31, 2014, the Company had $3.22 million in total
assets, $1.50 million in total liabilities and $1.71 million in
total stockholders' equity.

Weaver & Tidwell, LLP, in Fort Worth, Texas, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has experienced recurring losses since its
inception and has an accumulated deficit.  These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.


WORLDWIDE MIXED MARTIAL: Trustee Recommends Case Dismissal
----------------------------------------------------------
The Chapter 11 Trustee, Alfred T. Giuliano, does not object to the
Petitioning Creditors' request to dismiss Worldwide Mixed Martial
Arts Sports, Inc.'s Involuntary Chapter 11 case in the District of
New Jersey.  The Petitioning Creditors, Mackenzie Mergers and
Acquisitions, Consultants for Business and Industry, and Luigi
Agostini filed a Motion for Voluntary Dismissal as well as advised
the Court and parties that they are equity holders of the Debtor.

A number of other creditors led by William A. McFarland, CEO of
Novuss Media, Inc. oppose the dismissal.  According to the
Trustee, this matter is a non-bankruptcy dispute between McFarland
and the Petitioning Creditors.  There are currently active
securities fraud investigations and state court actions against
one or more of the Petitioning Creditors.

The Trustee asserts that the requirements for dismissal under Sec.
303(j) of the Bankruptcy Code have been satisfied.  Section 303(j)
provides for dismissal after notice and hearing when the
bankruptcy petitioner(s) and the debtor all consent to dismissal
or in cases where there has been no active prosecution of the case
since filing.  The Trustee asserts that all of the requisites for
dismissal have been met, and that creditors such as McFarland have
adequate and appropriate remedies outside of the bankruptcy court.
For example, the Trustee suggests that the creditors could seek
the appointment of a receiver, or assist the SEC in its
investigations but cannot use the bankruptcy process to advance
their personal agendas.

        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.

The Chapter 11 Trustee, Alfred T. Giuliano, is represented by
Michael G. Menkowitz, Esq. and Magdalena Schardt, Esq. of Fox
Rothschild LLP of Philadelphia, PA.


XZERES CORP: William Hagler Holds 5.7% Equity Stake
---------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, William N. Hagler disclosed that as of
May 31, 2014, he beneficially owned 2,629,203 shares of common
stock of Xzeres Corp representing 5.76 percent of the shares
outstanding.  Mr. Hagler previously owned 2,464,893 shares at
May 10, 2013.  A copy of the regulatory filing is available for
free at http://is.gd/0H8GHS

                          About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

Xzeres incurred a net loss of $7.59 million on $4.51 million of
gross revenues for the year ended Feb. 28, 2013, as compared with
a net loss of $8.60 million on $3.96 million of gross revenues for
the year ended Feb. 28, 2012.  The Company's balance sheet at
Nov. 30, 2013, showed $7.64 million in total assets, $12.27
million in total liabilities and a $4.62 million total
stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statement for the year ended Feb. 28, 2013.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


XZERES CORP: Ravago Holdings Reports 12% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Ravago Holdings America Inc. disclosed that
as of April 16, 2014, it beneficially owned 5,370,560 shares of
common stock of Xzeres Corp representing 12.07% of the shares
outstanding.  The reporting person previously reported beneficial
ownership of 4,253,333 shares at Dec. 17, 2013.  A full-text copy
of the regulatory filing is available at http://is.gd/kspVAJ

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

Xzeres incurred a net loss of $7.59 million on $4.51 million of
gross revenues for the year ended Feb. 28, 2013, as compared with
a net loss of $8.60 million on $3.96 million of gross revenues for
the year ended Feb. 28, 2012.  The Company's balance sheet at
Nov. 30, 2013, showed $7.64 million in total assets, $12.27
million in total liabilities and a $4.62 million total
stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statement for the year ended Feb. 28, 2013.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


XZERES CORP: Core Fund Owns 7.9% Equity Stake
---------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Core Fund LP disclosed that as of May 31,
2014, it beneficially owned 3,517,491 shares of common stock
Xzeres Corp representing 7.98 percent of the shares outstanding.
Core Fund previously owned 3,976,153 shares of common stock of the
Company at June 24, 2013.  A full-text copy of the regulatory
filing is available for free at http://is.gd/uIf4Fq

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

Xzeres incurred a net loss of $7.59 million on $4.51 million of
gross revenues for the year ended Feb. 28, 2013, as compared with
a net loss of $8.60 million on $3.96 million of gross revenues for
the year ended Feb. 28, 2012.  The Company's balance sheet at
Nov. 30, 2013, showed $7.64 million in total assets, $12.27
million in total liabilities and a $4.62 million total
stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statement for the year ended Feb. 28, 2013.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


* Bank Account Screening Tool Is Scrutinized as Excessive
---------------------------------------------------------
Jessica Silver-Greenberg and Michael Corkery, writing for The New
York Times' DealBook, reported that regulators say banks are
screening out potential customers and swelling the ranks of the
so-called unbanked -- the roughly 10 million households in the
United States that lack even a basic bank account -- through the
use of databases that were intended to weed out serial fraudsters.

According to the report, citing people briefed on the matter, New
York's attorney general, Eric T. Schneiderman, will become the
first government authority to take aim at how banks use the
databases.  The attorney general's office is expected to announce
that Capital One has agreed to fundamentally change the way it
uses the largest database, ChexSystems, barring only customers who
land in the database for fraud.


* Diplomacy Given Short Shrift In Argentina Discovery Ruling
------------------------------------------------------------
Law360 reported that the U.S. Supreme Court's ruling, which
ignored the pleas of the U.S. solicitor general and allowed broad
discovery in a long-running bond dispute involving Argentina, caps
a trend of courts moving away from giving deference to the federal
government's wishes in sensitive cases involving foreign
sovereigns, attorneys say.

According to the report, Justice Antonin Scalia wrote in a 7-1
decision that the Foreign Sovereign Immunities Act does not bar
post-judgment discovery of information by a creditor -- in this
case, NML Capital Ltd., a unit of Paul Singer's Elliott Management
Corp. -- related to a sovereign debtor's extraterritorial assets,
including subpoenas issued against third-party banks.

While rules for discovery in post-judgment execution normally
allow discovery from third-party banks of the judgment debtors'
assets outside the U.S., Argentina had argued that the sovereign
immunity granted by FSIA blocked these requests, the report
related.  But the high court rejected Argentina's argument, saying
the "comprehensive" framework of FSIA for sovereign disputes did
not grant immunity to such discovery requests, the report further
related.


* Steptoe Bankruptcy, Finance Crew Leaves For Trial Boutique
------------------------------------------------------------
Nationally recognized trial law firm Williams Montgomery & John
announced that eight former Steptoe & Johnson litigation attorneys
are joining the Firm.  "This outstanding group, led by Chris
Barber, brings extensive trial experience that will greatly expand
the depth of services for our clients," said C. Barry Montgomery,
Chairman and Founding Partner of Williams Montgomery & John.

"In light of the evolution of commercial litigation over the past
decade, Williams Montgomery & John was the right fit for us at the
right time," said Barber.  "I'm looking forward to helping the
Firm continue to grow its complex commercial trial practice."

Barber's group focuses on complex commercial litigation and
arbitration, with extensive experience in financial markets,
bankruptcy and reinsurance matters.  Barber has tried over 140
cases to completion in the United States and internationally,
including trials, arbitrations, and regulatory enforcement
proceedings.

Members of the team include:

Christopher J. Barber, Esq. -- cjb@willmont.com -- Partner
Peter J. Meyer, Esq. -- pjm@willmont.com -- Partner
Gary W. Garner, Esq. -- gwg@willmont.com -- Partner
Joshua M. Wiersma, Esq. -- jmw@willmont.com -- Associate
Jonathan Miller, Esq. -- jm@willmont.com -- Associate
Darren Bernens Kinkead, Esq. -- dbk@willmont.com -- Associate
Donald F. Brosnan, Esq. -- dfb@willmont.com -- Associate
Matthew Dowling, Esq. -- md@willmont.com -- Associate

Founded in 1967, Williams Montgomery & John has earned a
reputation as one of the nation's top commercial litigation firms
serving major corporate clients.  The Firm is distinguished by its
trial experience, stellar track record and willingness to try the
most difficult cases.

"This group brings impressive skills, relationships and wide-
ranging trial experience," said Montgomery. "We welcome them, and
are excited about the legal capability and range of clients they
are bringing to our litigation practice."


* May Bankruptcy Filings Decrease 11% from Previous Year
--------------------------------------------------------
Alexandria, VIRGINIA -- June 4, 2014 -- Total bankruptcy filings
in the United States decreased 11 percent in May 2014 over May of
last year, according to data provided by Epiq Systems, Inc.
Bankruptcy filings totaled 85,664 in May 2014, down from the May
2013 total of 96,495. Consumer filings declined 11 percent to
82,474 from the May 2013 consumer filing total of 92,440. Total
commercial filings in May 2014 decreased to 3,190, representing a
21 percent decline from the 4,055 business filings recorded in May
2013. Total commercial chapter 11 filings dipped 21 percent to 429
filings in May 2014 from the 540 commercial chapter 11 filings
registered in May 2013.

"Bankruptcy filings continue to nose dive in the current
environment of sustained low interest rates for business borrowers
and lower than expected consumer spending," said ABI Executive
Director Samuel J. Gerdano. "As these conditions persist,
bankruptcy filings will continue to decrease."

Total bankruptcy filings for the month of May represented a 3
percent decrease compared to the 88,137 total filings recorded in
April 2014. Total noncommercial filings for May also represented a
3 percent decrease from the April 2014 noncommercial filing total
of 84,750. May's commercial filing total represented a 6 percent
decrease from the April 2014 commercial filing total of 3,387. May
commercial chapter 11 filings experienced a 38 percent decrease
when compared to the 687 filings registered the previous month.

The average nationwide per capita bankruptcy-filing rate in May
was 3.13 (total filings per 1,000 per population), an increase
from the 3.09 rate registered in the first four months of the
year. Average total filings per day in May 2014 were 2,763, a 11
percent decrease from the 3,113 total daily filings in May 2013.
States with the highest per capita filing rates (total filings per
1,000 population) in May 2014 were:

1. Tennessee (6.30)
2. Alabama (5.26)
3. Georgia (5.25)
4. Illinois (5.03)
5. Utah (4.96)

ABI has partnered with Epiq Systems, Inc. in order to provide the
most current bankruptcy filing data for analysts, researchers and
members of the news media. Epiq Systems is a leading provider of
managed technology for the global legal profession.

For further information about the statistics or additional
requests, please contact ABI Public Affairs Manager John Hartgen
at 703-894-5935 or jhartgen@abiworld.org.

                             About ABI

ABI is the largest multi-disciplinary, nonpartisan organization
dedicated to research and education on matters related to
insolvency. ABI was founded in 1982 to provide Congress and the
public with unbiased analysis of bankruptcy issues. The ABI
membership includes more than 13,000 attorneys, accountants,
bankers, judges, professors, lenders, turnaround specialists and
other bankruptcy professionals, providing a forum for the exchange
of ideas and information. For additional information on ABI, visit
www.abiworld.org. For additional conference information, visit
http://www.abiworld.org/conferences.html

                        About Epiq Systems

Epiq Systems is a leading provider of managed technology for the
global legal profession. Epiq Systems offers innovative technology
solutions for electronic discovery, document review, legal
notification, claims administration and controlled disbursement of
funds. Epiq System's clients include leading law firms, corporate
legal departments, bankruptcy trustees, government agencies,
mortgage processors, financial institutions, and other
professional advisors who require innovative technology,
responsive service and deep subject-matter expertise. For more
information on Epiq Systems, Inc., please visit
http://www.epiqsystems.com.


* Argentina Asks U.S. Judge for Talks in Debt Dispute
-----------------------------------------------------
Ken Parks and Nicole Hong, writing for The Wall Street Journal,
reported that Argentina took its first step in U.S. court toward
negotiating with holdout creditors in a bid to end a dispute over
unpaid debt and avoid a default.

According to the report, Argentine stocks and bonds rallied after
Argentina asked U.S. District Judge Thomas Griesa to give it more
time to seek a deal with hedge funds suing to collect on bonds
affected by the country's 2001 default.  The court filing
indicated Argentina still wanted to make a deal, investors said,
the Journal related. In a signal that talks could soon get under
way, Mr. Griesa appointed attorney Daniel Pollack to preside over
negotiations, the report further related.


* S&P Loses Bid to Unify State Suits Claiming Bad Ratings
---------------------------------------------------------
Bob Van Voris and Edvard Pettersson, writing for Bloomberg News,
reported that McGraw Hill Financial Inc.'s Standard & Poor's unit
lost its bid to consolidate state claims that it lied about the
objectivity of its ratings in the run-up to the 2008 financial
crisis, forcing it to fight lawsuits in 18 state courts.

According to the report, U.S. District Judge Jesse Furman in
Manhattan ruled the suits were properly filed in state courts
under local consumer-protection laws.  S&P argued federal laws
should govern the claims, the report recalled.

"With few exceptions, the doors to federal court do not swing open
merely because a party has a national presence or is alleged to
have committed wrongdoing that is national in scope, or merely
because litigation in federal court might be more efficient,"
Judge Furman said on June 3 in his decision, Bloomberg related.

The case is In re Standard & Poor's Rating Agency Litigation, 13-
md-2446, U.S. District Court, Southern District of New York
(Manhattan).


* U.S. Tells Citi to Raise Mortgage Settlement Offer
----------------------------------------------------
Devlin Barrett and Christina Rexrode, writing for The Wall Street
Journal, reported that the Justice Department and Citigroup Inc.
are locked in a high-stakes game of chicken, with the U.S. warning
it plans to file a lawsuit related to Citigroup's alleged sale of
shoddy mortgages in the run-up to the financial crisis, according
to people familiar with the talks.

According to the report, Citigroup is offering less than $4
billion to resolve a long-running civil probe by the Justice
Department over how the bank packaged mortgages into bonds and
sold them to investors.  The government has sought a figure closer
to $10 billion, the report related, citing these people.


* Gibson Dunn Adds Bankruptcy Pro To LA Practice
------------------------------------------------
Gibson, Dunn & Crutcher LLP is pleased to announce that Robert
Klyman, Esq. -- rklyman@gibsondunn.com -- is joining the firm as a
partner.  Klyman joins the firm's Business Restructuring and
Reorganization Practice Group.  He will be based in the Los
Angeles office and will spend substantial time in the New York
office.  He was formerly a partner with Latham & Watkins.

"We are pleased to welcome Robert to the firm," said Ken Doran,
Chairman and Managing Partner of Gibson Dunn.  "He is a talented
lawyer, and his experience handling large debtor cases, bankruptcy
M&A matters and bankruptcy litigation makes him a strong addition
to the firm's reorganization practice in Los Angeles and
nationally."

"Robert is an excellent lawyer," said Jeffrey Krause, Co-Chair of
the firm's Business Restructuring and Reorganization Practice
Group.  "He has a very versatile skill set and a strong reputation
in the market.  We are delighted to have him on the team."

"I look forward to working with my new colleagues at Gibson Dunn,"
Klyman said.  "Gibson Dunn's collegial culture, entrepreneurial
spirit, and strong litigation and corporate platforms will assist
me in continuing to expand and build upon my practice."

                        About Robert Klyman

Klyman focuses his practice on corporate bankruptcy, restructuring
and litigation, representing debtors, acquirers, lenders,
creditors and boards of directors.  He has extensive experience
representing debtors in chapter 11 cases and out-of-court
restructuring matters, including pre-packaged and pre-negotiated
bankruptcy cases.  He has represented clients in litigating
complex bankruptcy and commercial matters arising from chapter 11
cases, both at trial and on appeal.  He also regularly advises
strategic and financial acquirers of assets and companies through
the chapter 11 process, including with respect to strategic DIP
financing and takeover-related litigation and in chapter 9
bankruptcy cases.

Prior to joining Gibson Dunn, Klyman practiced at Latham & Watkins
since 1989.  He graduated cum laude from University of Michigan
Law School in 1989.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                                Total
                                               Share-      Total
                                     Total   Holders'    Working
                                    Assets     Equity    Capital
  Company          Ticker             ($MM)      ($MM)      ($MM)
  -------          ------           ------   --------    -------
ABSOLUTE SOFTWRE   ABT CN            118.9       (8.4)       1.0
ABSOLUTE SOFTWRE   OU1 GR            118.9       (8.4)       1.0
ABSOLUTE SOFTWRE   ALSWF US          118.9       (8.4)       1.0
ACHAOGEN INC       AKAO US            13.8       (0.0)       2.1
ACTINIUM PHARMAC   ATNM US             6.6      (13.5)     (13.5)
ADVANCED EMISSIO   ADES US           106.4      (46.1)     (15.3)
ADVANCED EMISSIO   OXQ1 GR           106.4      (46.1)     (15.3)
ADVENT SOFTWARE    ADVS US           452.2      (91.1)     (90.7)
ADVENT SOFTWARE    AXQ GR            452.2      (91.1)     (90.7)
AEMETIS INC        AMTX US            97.1      (12.8)     (23.4)
AEROHIVE NETWORK   HIVE US            69.9       (3.3)      21.5
AEROHIVE NETWORK   2NW GR             69.9       (3.3)      21.5
AGENUS INC         AGEN US            34.8       (4.5)      17.9
AIR CANADA-CL A    ADH GR          9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A    AIDIF US        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A    AC/A CN         9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL A    ADH TH          9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B    AIDEF US        9,964.0   (1,947.0)    (185.0)
AIR CANADA-CL B    AC/B CN         9,964.0   (1,947.0)    (185.0)
ALDER BIOPHARMAC   ALDR1EUR EU        26.7      (32.0)       2.5
ALDER BIOPHARMAC   3A9 GR             26.7      (32.0)       2.5
ALDER BIOPHARMAC   ALDR US            26.7      (32.0)       2.5
ALLIANCE HEALTHC   AIQ US            465.3     (136.6)      59.5
AMC NETWORKS-A     9AC GR          3,484.7     (478.3)     642.3
AMC NETWORKS-A     AMCX US         3,484.7     (478.3)     642.3
AMER RESTAUR-LP    ICTPU US           33.5       (4.0)      (6.2)
AMYLIN PHARMACEU   AMLN US         1,998.7      (42.4)     263.0
AMYRIS INC         AMRS US           236.8     (112.5)      33.5
ANGIE'S LIST INC   ANGI US           124.3      (20.3)     (30.0)
ANGIE'S LIST INC   8AL TH            124.3      (20.3)     (30.0)
ANGIE'S LIST INC   8AL GR            124.3      (20.3)     (30.0)
ARRAY BIOPHARMA    AR2 TH            135.2      (23.3)      72.2
ARRAY BIOPHARMA    ARRY US           135.2      (23.3)      72.2
ARRAY BIOPHARMA    AR2 GR            135.2      (23.3)      72.2
ASPEN AEROGELS I   AP1 GR             88.2      (80.7)      (5.2)
ASPEN AEROGELS I   ASPN US            88.2      (80.7)      (5.2)
AUTOZONE INC       AZO US          7,371.8   (1,808.2)  (1,016.1)
AUTOZONE INC       AZ5 TH          7,371.8   (1,808.2)  (1,016.1)
AUTOZONE INC       AZ5 GR          7,371.8   (1,808.2)  (1,016.1)
AXIM INTERNATION   AXIM US             0.1       (0.1)      (0.1)
BARRACUDA NETWOR   CUDA US           350.1       (5.7)      30.5
BARRACUDA NETWOR   7BM GR            350.1       (5.7)      30.5
BERRY PLASTICS G   BERY US         5,367.0     (135.0)     684.0
BERRY PLASTICS G   BP0 GR          5,367.0     (135.0)     684.0
BIOCRYST PHARM     BCRX US            43.4       (5.7)      22.0
BIOCRYST PHARM     BO1 TH             43.4       (5.7)      22.0
BIOCRYST PHARM     BO1 GR             43.4       (5.7)      22.0
BRP INC/CA-SUB V   B15A GR         2,019.7      (17.0)     172.7
BRP INC/CA-SUB V   BRPIF US        2,019.7      (17.0)     172.7
BRP INC/CA-SUB V   DOO CN          2,019.7      (17.0)     172.7
BURLINGTON STORE   BURL US         2,547.8     (136.3)     124.8
BURLINGTON STORE   BUI GR          2,547.8     (136.3)     124.8
CABLEVISION SY-A   CVC US          6,542.9   (5,210.9)     281.8
CABLEVISION SY-A   CVY GR          6,542.9   (5,210.9)     281.8
CAESARS ENTERTAI   C08 GR         24,376.7   (2,276.8)     566.0
CAESARS ENTERTAI   CZR US         24,376.7   (2,276.8)     566.0
CALLIDUS CAPITAL   28K GR            444.5       (4.3)       -
CALLIDUS CAPITAL   CBL CN            444.5       (4.3)       -
CANNAVEST CORP     CANV US            10.7       (0.2)      (1.3)
CAPMARK FINANCIA   CPMK US        20,085.1     (933.1)       -
CC MEDIA-A         CCMO US        14,597.1   (9,128.0)     643.8
CENTENNIAL COMM    CYCL US         1,480.9     (925.9)     (52.1)
CENVEO INC         CVO US          1,206.8     (511.7)     145.0
CHOICE HOTELS      CZH GR            554.9     (454.6)     109.5
CHOICE HOTELS      CHH US            554.9     (454.6)     109.5
CIENA CORP         CIE1 TH         1,795.5      (80.8)     641.3
CIENA CORP         CIEN US         1,795.5      (80.8)     641.3
CIENA CORP         CIEN TE         1,795.5      (80.8)     641.3
CIENA CORP         CIE1 GR         1,795.5      (80.8)     641.3
CINCINNATI BELL    CBB US          2,101.5     (670.7)       7.7
DELEK LOGISTICS    D6L GR            301.3       (4.1)      14.8
DELEK LOGISTICS    DKL US            301.3       (4.1)      14.8
DEX MEDIA INC      9DX GR          2,275.0     (782.0)     162.0
DEX MEDIA INC      DXM US          2,275.0     (782.0)     162.0
DIRECTV            DTV US         22,520.0   (6,512.0)    (929.0)
DIRECTV            DTV CI         22,520.0   (6,512.0)    (929.0)
DIRECTV            DIG1 GR        22,520.0   (6,512.0)    (929.0)
DOMINO'S PIZZA     DPZ US            524.3   (1,269.0)     113.5
DOMINO'S PIZZA     EZV GR            524.3   (1,269.0)     113.5
DOMINO'S PIZZA     EZV TH            524.3   (1,269.0)     113.5
DUN & BRADSTREET   DNB US          1,807.2   (1,061.9)     (85.5)
DUN & BRADSTREET   DB5 GR          1,807.2   (1,061.9)     (85.5)
EDGEN GROUP INC    EDG US            883.8       (0.8)     409.2
ELEVEN BIOTHERAP   EBIO US             5.1       (6.1)      (2.9)
EMPIRE RESORTS I   LHC1 GR            38.7      (14.0)     (14.6)
EMPIRE RESORTS I   NYNY US            38.7      (14.0)     (14.6)
EMPIRE STATE -ES   ESBA US         1,122.2      (31.6)    (925.9)
EMPIRE STATE-S60   OGCP US         1,122.2      (31.6)    (925.9)
FAIRPOINT COMMUN   FRP US          1,546.4     (338.8)      25.3
FAIRPOINT COMMUN   FONN GR         1,546.4     (338.8)      25.3
FERRELLGAS-LP      FEG GR          1,589.9      (88.9)      89.0
FERRELLGAS-LP      FGP US          1,589.9      (88.9)      89.0
FIVE9 INC          1F9 GR             56.3       (3.0)       1.1
FIVE9 INC          FIVN US            56.3       (3.0)       1.1
FREESCALE SEMICO   1FS TH          3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO   FSL US          3,100.0   (3,851.0)   1,244.0
FREESCALE SEMICO   1FS GR          3,100.0   (3,851.0)   1,244.0
GAMING AND LEISU   2GL GR          2,561.9      (68.0)     (44.7)
GAMING AND LEISU   GLPI US         2,561.9      (68.0)     (44.7)
GENTIVA HEALTH     GTIV US         1,234.9     (297.6)      99.2
GENTIVA HEALTH     GHT GR          1,234.9     (297.6)      99.2
GLG PARTNERS INC   GLG US            400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US          400.0     (285.6)     156.9
GLOBALSTAR INC     GSAT US         1,350.0      (74.3)     (97.3)
GLORI ENERGY INC   GLRI US             0.1       (0.0)       -
GRAHAM PACKAGING   GRM US          2,947.5     (520.8)     298.5
GTT COMMUNICATIO   GTT US            168.5       (0.1)     (25.3)
HCA HOLDINGS INC   2BH GR         29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC   2BH TH         29,809.0   (6,467.0)   2,986.0
HCA HOLDINGS INC   HCA US         29,809.0   (6,467.0)   2,986.0
HD SUPPLY HOLDIN   HDS US          6,552.0     (750.0)   1,446.0
HD SUPPLY HOLDIN   5HD GR          6,552.0     (750.0)   1,446.0
HORIZON PHARMA I   HZNP US           299.1     (229.2)      93.2
HORIZON PHARMA I   HPM GR            299.1     (229.2)      93.2
HORIZON PHARMA I   HPM TH            299.1     (229.2)      93.2
HOVNANIAN ENT-A    HOV US          1,838.8     (462.5)   1,122.1
HOVNANIAN ENT-A    HO3 GR          1,838.8     (462.5)   1,122.1
HOVNANIAN ENT-B    HOVVB US        1,838.8     (462.5)   1,122.1
HOVNANIAN-A-WI     HOV-W US        1,838.8     (462.5)   1,122.1
HUGHES TELEMATIC   HUTCU US          110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTC US           110.2     (101.6)    (113.8)
INCYTE CORP        INCY US           666.8     (162.4)     474.2
INCYTE CORP        ICY TH            666.8     (162.4)     474.2
INCYTE CORP        ICY GR            666.8     (162.4)     474.2
INFOR US INC       LWSN US         6,515.2     (555.7)    (303.6)
INTERCEPT PHARMA   ICPT US           141.9     (153.7)    (148.2)
INTERCEPT PHARMA   I4P GR            141.9     (153.7)    (148.2)
INTERCEPT PHARMA   I4P TH            141.9     (153.7)    (148.2)
IPCS INC           IPCS US           559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US           124.7      (64.8)       2.2
JUST ENERGY GROU   JE US           1,642.6     (117.4)     221.0
JUST ENERGY GROU   1JE GR          1,642.6     (117.4)     221.0
JUST ENERGY GROU   JE CN           1,642.6     (117.4)     221.0
KINAXIS INC        KXS CN             44.6      (70.4)      (6.4)
L BRANDS INC       LTD GR          6,663.0     (609.0)   1,070.0
L BRANDS INC       LTD TH          6,663.0     (609.0)   1,070.0
L BRANDS INC       LB US           6,663.0     (609.0)   1,070.0
LEAP WIRELESS      LWI TH          4,662.9     (125.1)     346.9
LEAP WIRELESS      LEAP US         4,662.9     (125.1)     346.9
LEAP WIRELESS      LWI GR          4,662.9     (125.1)     346.9
LEE ENTERPRISES    LE7 GR            797.3     (155.6)       0.8
LEE ENTERPRISES    LEE US            797.3     (155.6)       0.8
LORILLARD INC      LLV TH          3,912.0   (2,161.0)     897.0
LORILLARD INC      LLV GR          3,912.0   (2,161.0)     897.0
LORILLARD INC      LO US           3,912.0   (2,161.0)     897.0
LUMENPULSE INC     LMP CN             29.4      (38.4)       3.5
LUMENPULSE INC     0L6 GR             29.4      (38.4)       3.5
MARRIOTT INTL-A    MAQ GR          6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A    MAQ TH          6,665.0   (1,625.0)  (1,031.0)
MARRIOTT INTL-A    MAR US          6,665.0   (1,625.0)  (1,031.0)
MDC PARTNERS-A     MDZ/A CN        1,570.3      (94.1)    (218.7)
MDC PARTNERS-A     MDCA US         1,570.3      (94.1)    (218.7)
MDC PARTNERS-A     MD7A GR         1,570.3      (94.1)    (218.7)
MERITOR INC        AID1 GR         2,531.0     (782.0)     298.0
MERITOR INC        MTOR US         2,531.0     (782.0)     298.0
MERRIMACK PHARMA   MACK US           165.0      (65.8)      81.9
MERRIMACK PHARMA   MP6 GR            165.0      (65.8)      81.9
MONEYGRAM INTERN   MGI US          4,761.4      (39.5)     115.9
MORGANS HOTEL GR   MHGC US           571.2     (178.5)       8.1
MORGANS HOTEL GR   M1U GR            571.2     (178.5)       8.1
MPG OFFICE TRUST   MPG US          1,280.0     (437.3)       -
NATIONAL CINEMED   NCMI US           998.4     (179.2)      99.9
NATIONAL CINEMED   XWM GR            998.4     (179.2)      99.9
NAVISTAR INTL      IHR TH          7,727.0   (4,072.0)   1,070.0
NAVISTAR INTL      NAV US          7,727.0   (4,072.0)   1,070.0
NAVISTAR INTL      IHR GR          7,727.0   (4,072.0)   1,070.0
NEKTAR THERAPEUT   NKTR US           487.0       (9.8)     225.5
NEKTAR THERAPEUT   ITH GR            487.0       (9.8)     225.5
NEW ENG RLTY-LP    NEN US            180.1      (23.2)       -
NEXSTAR BROADC-A   NXST US         1,148.8       (8.4)     134.7
NEXSTAR BROADC-A   NXZ GR          1,148.8       (8.4)     134.7
NII HOLDING INC    NIHD* MM        8,189.7       (8.8)   1,078.9
NYMOX PHARMACEUT   NYMX US             0.9       (6.3)      (3.8)
OMTHERA PHARMACE   OMTH US            18.3       (8.5)     (12.0)
OPOWER INC         OPWR US            63.1       (6.3)     (11.9)
OPOWER INC         38O GR             63.1       (6.3)     (11.9)
OPOWER INC         38O TH             63.1       (6.3)     (11.9)
OVERSEAS SHIPHLD   OSGIQ US        3,658.3      (51.3)     480.8
PALM INC           PALM US         1,007.2       (6.2)     141.7
PHIBRO ANIMAL HE   PAHC LN           473.3      (78.7)     177.3
PHIBRO ANIMAL HE   PAO EU            473.3      (78.7)     177.3
PHIBRO ANIMAL HE   PAO GR            473.3      (78.7)     177.3
PHIBRO ANIMAL-A    PAHC US           473.3      (78.7)     177.3
PHIBRO ANIMAL-A    PB8 GR            473.3      (78.7)     177.3
PHILIP MORRIS IN   4I1 GR         36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   4I1 TH         36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM US          36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PMI SW         36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1CHF EU      36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1 TE         36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM FP          36,137.0   (7,157.0)     854.0
PHILIP MORRIS IN   PM1EUR EU      36,137.0   (7,157.0)     854.0
PLAYBOY ENTERP-A   PLA/A US          165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US            165.8      (54.4)     (16.9)
PLUG POWER INC     PLUN TH            35.4      (15.5)      11.1
PLUG POWER INC     PLUN GR            35.4      (15.5)      11.1
PLUG POWER INC     PLUG US            35.4      (15.5)      11.1
PLY GEM HOLDINGS   PGEM US         1,033.7     (107.2)     199.4
PLY GEM HOLDINGS   PG6 GR          1,033.7     (107.2)     199.4
PROTALEX INC       PRTX US             2.8       (7.0)       2.3
PROTECTION ONE     PONE US           562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QDZ GR            443.2      (51.2)     106.0
QUALITY DISTRIBU   QLTY US           443.2      (51.2)     106.0
QUINTILES TRANSN   Q US            3,061.9     (559.5)     571.3
QUINTILES TRANSN   QTS GR          3,061.9     (559.5)     571.3
RADIUS HEALTH IN   RDUS US            12.8      (24.5)     (22.7)
RADIUS HEALTH IN   1R8 GR             12.8      (24.5)     (22.7)
RADNET INC         RDNT US           737.2       (9.3)      61.4
RADNET INC         PQI GR            737.2       (9.3)      61.4
REGAL ENTERTAI-A   RGC US          2,787.3     (751.2)     142.6
REGAL ENTERTAI-A   RETA GR         2,787.3     (751.2)     142.6
RENAISSANCE LEA    RLRN US            57.0      (28.2)     (31.4)
RENTPATH INC       PRM US            208.0      (91.7)       3.6
RETROPHIN INC      RTRX US            94.0      (35.4)    (107.0)
RETROPHIN INC      17R GR             94.0      (35.4)    (107.0)
REVLON INC-A       REV US          2,105.1     (589.0)     248.9
REVLON INC-A       RVL1 GR         2,105.1     (589.0)     248.9
RITE AID CORP      RTA GR          6,946.5   (2,046.4)   1,643.0
RITE AID CORP      RAD US          6,946.5   (2,046.4)   1,643.0
RURAL/METRO CORP   RURL US           303.7      (92.1)      72.4
SABRE CORP         SABR US         4,750.4     (312.9)    (279.6)
SABRE CORP         19S GR          4,750.4     (312.9)    (279.6)
SABRE CORP         19S TH          4,750.4     (312.9)    (279.6)
SALLY BEAUTY HOL   S7V GR          2,106.0     (268.8)     715.8
SALLY BEAUTY HOL   SBH US          2,106.0     (268.8)     715.8
SEQUENOM INC       SQNM US           122.9      (58.6)      40.8
SILVER SPRING NE   9SI GR            524.4      (97.1)      97.5
SILVER SPRING NE   9SI TH            524.4      (97.1)      97.5
SILVER SPRING NE   SSNI US           524.4      (97.1)      97.5
SPORTSMAN'S WARE   SPWH US           224.2     (121.1)      83.2
SPORTSMAN'S WARE   06S GR            224.2     (121.1)      83.2
SUNEDISON INC      WFR GR          7,166.1     (236.5)     250.8
SUNEDISON INC      WFR TH          7,166.1     (236.5)     250.8
SUNEDISON INC      SUNE* MM        7,166.1     (236.5)     250.8
SUNEDISON INC      SUNE US         7,166.1     (236.5)     250.8
SUNGAME CORP       SGMZ US             2.2       (3.6)      (3.9)
SUPERVALU INC      SVU US          4,374.0     (738.0)      52.0
SUPERVALU INC      SJ1 GR          4,374.0     (738.0)      52.0
SUPERVALU INC      SJ1 TH          4,374.0     (738.0)      52.0
SURNA INC          SRNA US             0.0       (2.6)      (2.6)
THRESHOLD PHARMA   THLD US            94.7      (29.0)      50.3
TRANSDIGM GROUP    T7D GR          6,399.3     (125.6)     975.5
TRANSDIGM GROUP    TDG US          6,399.3     (125.6)     975.5
TRINET GROUP INC   TNET US         1,434.7     (270.4)      65.1
TRINET GROUP INC   TN3 GR          1,434.7     (270.4)      65.1
TRINET GROUP INC   TN3 TH          1,434.7     (270.4)      65.1
TRINET GROUP INC   TNETEUR EU      1,434.7     (270.4)      65.1
ULTRA PETROLEUM    UPL US          2,881.8     (227.7)    (374.8)
ULTRA PETROLEUM    UPM GR          2,881.8     (227.7)    (374.8)
UNISYS CORP        UIS US          2,399.2     (659.6)     421.4
UNISYS CORP        UISEUR EU       2,399.2     (659.6)     421.4
UNISYS CORP        UISCHF EU       2,399.2     (659.6)     421.4
UNISYS CORP        USY1 GR         2,399.2     (659.6)     421.4
UNISYS CORP        USY1 TH         2,399.2     (659.6)     421.4
UNISYS CORP        UIS1 SW         2,399.2     (659.6)     421.4
VANGUARD MINING    VNMC US             1.4       (1.5)      (0.2)
VARONIS SYSTEMS    VS2 GR             33.7       (1.5)       1.8
VARONIS SYSTEMS    VRNS US            33.7       (1.5)       1.8
VECTOR GROUP LTD   VGR US          1,459.2      (12.6)     422.5
VECTOR GROUP LTD   VGR GR          1,459.2      (12.6)     422.5
VENOCO INC         VQ US             738.2     (130.8)     (13.4)
VERISIGN INC       VRS GR          2,609.3     (457.6)    (253.6)
VERISIGN INC       VRS TH          2,609.3     (457.6)    (253.6)
VERISIGN INC       VRSN US         2,609.3     (457.6)    (253.6)
VIRGIN MOBILE-A    VM US             307.4     (244.2)    (138.3)
VISKASE COS I      VKSC US           346.7      (16.3)     106.1
WEIGHT WATCHERS    WW6 TH          1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS    WW6 GR          1,483.1   (1,452.8)     (31.0)
WEIGHT WATCHERS    WTW US          1,483.1   (1,452.8)     (31.0)
WEST CORP          WT2 GR          3,544.1     (709.4)     405.3
WEST CORP          WSTC US         3,544.1     (709.4)     405.3
WESTMORELAND COA   WLB US          1,407.1     (206.2)     (30.5)
WESTMORELAND COA   WME GR          1,407.1     (206.2)     (30.5)
XERIUM TECHNOLOG   XRM US            631.1      (11.8)     104.4
XERIUM TECHNOLOG   TXRN GR           631.1      (11.8)     104.4
YRC WORLDWIDE IN   YEL1 GR         2,215.1     (363.1)     193.6
YRC WORLDWIDE IN   YEL1 TH         2,215.1     (363.1)     193.6
YRC WORLDWIDE IN   YRCW US         2,215.1     (363.1)     193.6


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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.


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