TCR_Public/140630.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 30, 2014, Vol. 18, No. 180

                            Headlines

AJAX INTEGRATED: Case Summary & 20 Largest Unsecured Creditors
AMERICAN APPAREL: Faces Loan Default Over CEO Firing
AMERICAN APPAREL: Dov Charney Plans to Buy More Shares
ANPATH GROUP: Delays Form 10-K for Fiscal 2014
APX GROUP: S&P Affirms 'B' CCR & 'B' Rating on $925MM Sec. Notes

ARISTA POWER: Terminates Agreements with Sunrise Financial
AUXILIUM PHARMACEUTICALS: Files for EU Approval of Xiapex
AUXILIUM PHARMACEUTICALS: Signs Deal to Merge with Canada's QLT
AXION INTERNATIONAL: Completes Warrants Tender Offer
B.S. QUARRIES: Files Bare-Bones Chapter 11 Petition

B.S. QUARRIES: Section 341(a) Meeting Set on August 15
BAPTIST HOME: Wilmarie Gonzalez Named as Patient Care Ombudsman
BAPTIST HOME: Wins Approval to Hire KPMG CF as Fin'l Advisor
BAPTIST HOME: Files Schedules of Assets and Liabilities
BEAZER HOMES: D. E. Shaw Reports 5.1% Equity Stake

BLAKES REMANUFACTURING: Voluntary Chapter 11 Case Summary
BOREAL WATER: Swings to $850,000 Net Income in 2013
BRIGHTSTAR CORP: S&P Alters Outlook to Neg. on Increased Leverage
CAESARS ENTERTAINMENT: Closes N.J. Casino as Revenue Slides
CAESARS ENTERTAINMENT: To Close Showboat Atlantic City

CATASYS INC: S. Kriegsman Named Compensation Committee Chairman
COALINGA REDEVELOPMENT: S&P Revises Outlook & Affirms 'BB' Rating
COCRYSTAL PHARMA: Sells 600,000 Shares of MusclePharm
COLDWATER CREEK: Plan Terms OK'd, Confirmation Hearing on Aug. 19
COMMUNITYONE BANCORP: Files Copy of June Investor Presentation

CONCHO RESOURCES: S&P Affirms 'BB+' Corporate Credit Rating
CRESCENT BUSINESS: Voluntary Chapter 11 Case Summary
CROWN MEDIA: Stockholders Elected 14 Directors
CRYOPORT INC: Incurs $19.5 Million Net Loss in Fiscal 2014
CUBIC ENERGY: Amends Fiscal 2013 Annual Report

CUBIC ENERGY: Amends 98.7 Million Shares Resale Prospectus
DOGWOOD PROPERTIES: Independent Bank's Plan Objection Resolved
DOGWOOD PROPERTIES: Court OKs Use of Cash Collateral
DYNASIL CORP: Unit Buys DichroTec for $500,000 Cash Plus Shares
EAGLE BUSINESS: Case Summary & 12 Largest Unsecured Creditors

ELBIT IMAGING: Creditors Support Unit's Restructuring Plan
ENERGY FUTURE: 10% of EFIH First Lien Notes Exchanged and Settled
ESSAR STEEL: S&P Lowers CCR to 'CCC-' on Delayed Interest Payment
EWGS INTERMEDIARY: Fox Rothschild Approved as Examiner's Counsel
EXIDE TECHNOLOGIES: Panel Retains Sierra Research as Consultant

FANNIE MAE: First-Year Litigation Update
FIRTH RIXSON: S&P Puts 'B' CCR on CreditWatch Positive
FLUX POWER: Esenjay Owns 70% Equity Stake
FORCE FUELS: Cancels Registration of Common Shares
FREDDIE MAC: First-Year Litigation Update

FREEDOM STATE BANK: Closed; Alva State Bank Assumes All Deposits
GENCO SHIPPING: Deadline to Confirm Plan Extended to July 3
GLOBAL GEOPHYSICAL: Court Approves Lazard as Panel's Advisor
GLOBAL GEOPHYSICAL: Hires Hilco Industrial as Sales Agent
HALCON RESOURCES: S&P Affirms 'B' CCR; Outlook Stable

HDGM ADVISORY: July 7 Hearing on Chapter 7 Conversion Bid
HDGM ADVISORY: Katz & Korin Approved as Bankruptcy Counsel
HDGM ADVISORY: Schedules of Assets and Liabilities Filed
HDGM ADVISORY: Files List of 20 Largest Unsecured Creditors
IDERA PHARMACEUTICALS: To Issue 6MM Shares Under Incentive Plan

HYDROCARB ENERGY: To Issue 300,000 Shares Under Option Plan
IMAGEWARE SYSTEMS: Bruce Toll Reports 4.9% Equity Stake
INDEMNITY INSURANCE: A.M. Best Changes Fin. Strength Rating to 'F'
KEEN EQUITIES: Seeks to Extend Exclusive Periods Through Dec. 5
KID BRANDS: Has Interim DIP Loan OK, Final Hearing on July 14

KID BRANDS: Has Interim Authority to Pay Critical Vendors
KID BRANDS: Can Employ Rust Omni as Claims & Admin. Agent
LDK SOLAR: Provides Update on Provisional Liquidation
LEE'S FORD: Court Enters Final Decree Closing Case
LIGHTSQUARED INC: Ergen Sidelined in Battle with Falcone

LV HARMON: Files for Chapter 11 in Las Vegas
LV HARMON: Section 341(a) Meeting Scheduled for July 31
MEMORIAL RESOURCE: S&P Retains 'B-' Rating on Sr. Unsecured Notes
MERCANTILE BANCORP: Court Confirms 2nd Amended Liquidation Plan
MICRO HOLDING: S&P Cuts Prelim Rating on 1st Lien Facility to B

MICROVISION INC: To Issue 1.2 Million Shares Under Incentive Plan
MILE MARKER: Case Summary & 20 Largest Unsecured Creditors
MILLER HEIMAN: Bank Debt Trades at 4% Off
MONTANA ELECTRIC: Hires Pascoe Energy as Consultant
MUSCLEPHARM CORP: Gregory Macosko Appointed as Director

MOUNTAIN PROVINCE: Closes C$45.5 Million Private Placement
NAT'L GENERAL HOLDINGS: A.M. Best Rates $55MM Pref. Stock 'bb'
NATROL INC: U.S. Trustee Appoints Creditors' Committee
NATROL INC: U.S. Trustee to Hold Section 341(a) Meeting July 23
NEWLEAD HOLDINGS: Corrects Report on Shares Issuance to MGP

NEWLEAD HOLDINGS: Receives Delisting Notice From NASDAQ
NISKA GAS: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
O&G LEASING: Show Cause Order Over Breakup Fee Dispute Nixed
PACIFIC STEEL: Wants 90 Day Extension in Exclusive Periods
PACIFIC STEEL: Chang Ruthenberg Okayed as Pension Plans Counsel

PACIFIC STEEL: Wants Until Oct. 6 to Decide on Property Leases
PHYSICIANS COMMUNITY: Case Summary & 12 Top Unsecured Creditors
PUERTO RICO: U.S. Investment Firms Challenge Restructuring Law
PURADYN FILTER: To Issue 4 Million Shares Under 2010 Plan
RED LOBSTER: S&P Assigns 'B-' CCR Over Golden Gate Transaction

REVEL AC: Disclosure Statement Hearing Set for July 30
REVEL AC: Proposes Aug. 6 Auction of Assets
REVEL AC: Joint Administration Order Issued
REVEL AC: Meeting to Form Creditors' Panel on July 2
REVSTONE INDUSTRIES: Has July 7 Exclusive Plan Filing Date

REVSTONE INDUSTRIES: Seeks Extension of Action Removal Period
REXNORD LLC: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
RG STEEL: Asks Court to Approve Settlement With Severstal
RG STEEL: Gets Approval of Amended Purchase Deal With Esmark
RG STEEL: Gets Approval to Settle Lafarge's $1.05-Mil. Claim

RG STEEL: Sues Hart's Farm & Builders Over Receivables
SALON MEDIA: Incurs $2.2 Million Net Loss in Fiscal 2014
SEARS METHODIST: Proposes GCG as Claims Agent
SEARS METHODIST: Taps DLA Piper as Bankruptcy Counsel
SEARS METHODIST: Wins Approval to Escrow, Refund Entrance Fees

SEGA BIOFUELS: Creditor Classifications Under Exit Plan Revised
SHOTWELL LANDFILL: Court Resolves Objection to Cook Claim
SM ENERGY: S&P Revises Outlook to Positive & Affirms 'BB' CCR
SPECIALTY HOSPITAL: Ombudsman Hires SAK Management as Advisor
SPEEDEMISSIONS INC: Eliminates Non-Performing Stores

STELLAR BIOTECHNOLOGIES: Files Copy of Investor Presentation
SUGARHOUSE HSP: S&P Revises Outlook to Stable & Affirms 'B-' CCR
TECHPRECISION CORP: Names A. Shen as President, Ranor Division
TENSAR CORP: S&P Assigns 'B' CCR & Rates $30MM Facility 'B+'
TRM HOLDINGS: S&P Lowers CCR to 'B-' on Eroding Profitability

UNITEK GLOBAL: Red Oak, et al., Own 10.5% Equity Stake
UNIVERSAL HEALTH: Ch. 11 Trustee Taps Peak 10 to Maintain Servers
UNIVERSAL HEALTH: Ch. 11 Trustee Hires KapilaMukamal as Advisors
USEC INC: Needs More Time to Decide on Unexpired Leases
USEC INC: Has Green Light to Implement Limited Demobilization

USEC INC: Exclusive Plan Filing Date Extended to Oct. 1
VICTORY ENERGY: Launches New Corporate Web Site
WALTER ENERGY: Bank Debt Trades at 4% Off
XZERES CORP: Paul DeBruce Reports 22.5% Equity Stake
YRC WORLDWIDE: Claren Road Holds 4.9% Equity Stake

* Argentina Bond Battle Enters New Phase

* BOND PRICING -- For Week From June 23 to 27, 2014


                             *********


AJAX INTEGRATED: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ajax Integrated, LLC
        41 James Street
        Homer, NY 13077

Case No.: 14-31056

Chapter 11 Petition Date: June 26, 2014

Court: United States Bankruptcy Court
       Northern District of New York (Syracuse)

Debtor's Counsel: Sewart L. Weisman, Esq.
                  LAW OFFICE OF STEWART L. WEISMAN
                  Box 598, Shadow Rock
                  Manlius, NY 13104-0598
                  Tel: (315) 682-0652
                  Fax: (315) 682-0734
                  Email: sweisman@twcny.rr.com

Total Assets: $5.1 million

Total Liabilities: $11.6 million

The petition was signed by Jay J. DeLine, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nynb14-31056.pdf


AMERICAN APPAREL: Faces Loan Default Over CEO Firing
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported on June 27 that American Apparel Inc., is facing loan
defaults as a consequence of firing Chief Executive Officer Dov
Charney, two people familiar with the matter said.

According to the report, British investment firm Lion Capital LLP,
which made a $10 million loan to the a Los Angeles-based designer,
manufacturer and apparel retailer, can call the loan if there?s a
change in management, and the retailer has been unable to
negotiate a waiver from Lion.  Default on the Lion loan would
result in a cross default on a $30 million loan with Capital One
Financial Corp., Mr. Rochelle added.

The company's stock rose 9.4 percent on June 26, closing at 74.4
cents in New York trading, Mr. Rochelle noted.

                        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 APPAREL: Dov Charney Plans to Buy More Shares
------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Dov Charney disclosed that it entered into a letter
agreement with Standard General L.P., an investment manager,
pursuant to which SG intends to purchase common stock of American
Apparel, Inc.  If SG is able to purchase at least 10% of the
outstanding shares of Common Stock of American Apparel, then SG
will loan Mr. Charney a certain amount.  Mr. Charney will use the
proceeds of the loan to buy the common stock from SG.

As of June 25, 2014, Mr. Charney beneficially owned 47,209,406
shares of common stock of American Apparel representing 27.2
percent of the shares outstanding.  If the Agreement becomes
successful, that could boost Mr. Charney's shares to at least
37.2%.

Mr. Charney said he continues to intend to engage in discussions
with American Apparel and the Company's management and the Board
that may relate to matters related to governance and board
composition, management, operations, business, assets,
capitalization, financial condition, strategic plans, the future
of the Company and other matters concerning the Company.

Mr. Charney added he may also consider, formulate, discuss and
seek to cause the Company to implement various plans or proposals
intended to enhance the value of his current or future investment
in the Company, enhance stockholder value or enhance the value of
the Company's assets, including plans or proposals that may
involve extraordinary matters relating to the Company.

In addition to possibly acquiring securities as contemplated by
the Letter Agreement, Mr. Charney intends to evaluate various
alternatives that are or may become available with respect to the
Company and its securities.

On June 18, 2014, the Board of Directors of the Company notified
Mr. Charney of the Board's intent to terminate his employment as
the Company's president and chief executive officer, for cause
under his employment agreement, to be effective following a 30-day
cure period.  The Board also removed the reporting person as
Chairman of the Board.

            Charney's Attempt to Seize Control Blocked

A committee of the Company's board adopted a one-year rights plan
designed to limit the ability of Mr. Charney to seize control of
American Apparel without appropriately compensating all
stockholders, according to a report by the The Wall Street
Journal.

"The special committee believes this plan is an important tool to
ensure that all American Apparel stockholders are treated fairly,"
the fashion retailer said in a statement Saturday, the report
added.

This decision was made following Mr. Charney's disclosure with the
SEC regarding his intent to acquire additional shares of the
Company.

                       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.


ANPATH GROUP: Delays Form 10-K for Fiscal 2014
----------------------------------------------
Anpath Group, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended
March 31, 2014.  The Company said it is in the process of
completing its audited financial statements, and believes that the
subject Annual Report will be available for filing on or before
July 15, 2014.

                        About Anpath Group

Based in Mooresville, N.C., Anpath Group, Inc. (OTC BB: ANPG)
-- http://www.anpathgroup.com/-- through its wholly-owned
subsidiary EnviroSystems, Inc., produces disinfecting, sanitizing
and cleaning products designed to help prevent the spread of
infectious microorganisms, while minimizing the harmful effects to
people, application surfaces and the environment.

The Company filed for Chapter 11 bankruptcy protection on May 20,
2010 (Bankr. D. Del. Case No. 10-11652), pursuant to which it
proposed a plan of reorganization.  Mark E. Felger, Esq., at
Cozen O'Connor, assists the Company in its restructuring effort.
The Company disclosed $1,548,646 in assets and $3,536,825 in
Liabilities in its schedules.

The Plan proposed a restructuring of the debt and other claims
against the Company vis-a-vis the interests of its current
shareholders.  Before it was filed, the Company sought the support
of its principal creditors for the Plan that was being proposed.
In connection with this initiative, a super-majority of the Senior
Secured Class of creditors, including Anpath Lending, and a super-
majority of the investors holding more than 50% of the Convertible
Notes all signed the Plan Support Agreement.

Anpath Group emerged from its Chapter 11 restructuring on
Dec. 23, 2010.


APX GROUP: S&P Affirms 'B' CCR & 'B' Rating on $925MM Sec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Provo, Utah-based APX Group Holdings
Inc. (a/k/a Vivint).  The outlook is stable.

In addition, S&P affirmed its 'B' issue-level rating on the
company's $925 million senior secured notes.  The recovery rating
remains '4', indicating S&P's expectation of average (30% to 50%)
recovery for lenders in the event of default.

S&P also affirmed its 'CCC+' issue-level rating on the company's
senior unsecured notes.  The company plans to issue a $100 million
add-on to these existing 8.75% senior unsecured notes due 2020,
which brings the unsecured note amount to $930 million.  The
recovery rating remains '6', which indicates S&P's expectation of
negligible (0% to 10%) recovery for lenders in the event of
payment default.

"The rating on Vivint reflects the company's 'weak' business risk
profile and its 'highly leveraged' financial risk profile," said
ztandard & Poor's credit analyst Katarzyna Nolan.

S&P views the industry risk as "intermediate" and the country risk
as "very low."

The company's business risk profile is characterized by its highly
competitive and fragmented industry with low barriers to entry.
Vivint is one of the largest second-tier alarm monitoring
companies, but its subscriber base is approximately 8x smaller
than that of industry leader ADT.  In addition, Vivint's attrition
rate has gone up to approximately 13.6% as of March 31, 2014, from
around 12% a year earlier.  The increase in attrition is mainly
related to a large number of customers reaching the end of their
initial contract term.  However, because of the increase in
average recurring monthly revenue (RMR) per new subscriber, Vivint
can replace attrited RMR with fewer accounts.  Therefore, despite
the spike in attrition, the company was able to grow its recurring
revenue by around 22% year over year in the quarter ended
March 31, 2014.  Average RMR growth resulted from increasing
adoption of additional premium priced services that include home
automation and energy features.  In addition, Vivint has recently
rolled out its new panel and cloud platform, which will allow for
the cost effective rollout of future service offerings.

The stable outlook reflects Vivint's growing and recurring revenue
base.  It also reflects S&P's expectation that the company will
maintain adequate liquidity and covenant headroom.

An upgrade in the next 12 months is not likely, given the
company's highly leveraged financial profile and S&P's view that
it will continue using cash flow and debt to finance growth,
rather than reducing debt.

S&P could lower the rating if industry conditions cause the
company's liquidity to deteriorate, such that internally generated
cash flow is not sufficient to offset accounts attrition or the
revolving facility covenant headroom falls to 10%.


ARISTA POWER: Terminates Agreements with Sunrise Financial
----------------------------------------------------------
Arista Power, Inc., on June 19, 2014, entered into an Agreement
with Sunrise Securities Corp. and Sunrise Financial Group, Inc.
that terminated, effective immediately (1) an agreement, dated
May 21, 2013, between the Company and Sunrise Securities and (2)
an agreement, dated May 21, 2013, between the Company and Sunrise
Financial.

Pursuant to the Financial Advisory Agreement, if Sunrise
Securities raised at least $1 million in funding for the Company,
Sunrise Securities would have become the exclusive investment
banker during the term of the Financial Advisory Agreement.
Pursuant to the Strategic Advisory Agreement, Sunrise Financial
agreed to act as a Strategic Advisor to the Company and Sunrise
Financial agreed to provide the Company introductions to building
owners and managers for purposes of selling Arista's products and
services including its "Power on Demand" system.  Compensation to
Sunrise Financial pursuant to the Strategic Advisory Agreement
included:  (1) an annual fee, payable in shares of Common Stock of
the Company; (2) a commission on each sale of a Company system to
an entity introduced to the Company by Sunrise Financial; and (3)
warrants to purchase shares of the fully diluted Common Stock of
the Company at a price of $0.73 per share.

Pursuant to the Termination Agreement, Sunrise Financial agreed to
return to the Company for cancellation (1) all shares of Common
Stock of the Company issued to it as compensation of its annual
fee, which consisted of 200,000 shares and (2) all warrants that
were issued to it pursuant to the Strategic Advisory Agreement.

                          About Arista Power

Rochester, N.Y.-based Arista Power, Inc., is a developer,
manufacturer, and supplier of custom-designed power management
systems, renewable energy storage systems, and a supplier and
designer of solar energy systems.

Arista Power reported a net loss of $3.27 million on $2.19 million
of sales for the year ended Dec. 31, 2013, as compared with a net
loss of $3.48 million on $1.99 million of sales for the year ended
Dec. 31, 2012.

The Company's balance sheet at March 31, 2014, showed $3.02
million in total assets, $6.99 million in total liabilities and a
$3.97 million total stockholders' deficit.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's recurring losses have resulted in an
accumulated deficit and ongoing operation is dependent upon
improved results from operation and additional financing.  These
conditions raise substantial doubt about its ability to continue
as a going concern.

                         Bankruptcy Warning

"We may also seek additional financing to accelerate our growth.
If we raise additional funds through the issuance of equity or
convertible debt securities, the percentage ownership of the
Company held by existing shareholders will be reduced and our
shareholders may experience significant dilution.  In addition,
new securities may contain rights, preferences or privileges that
are senior to those of our common stock.  If we raise additional
capital by incurring debt, this will result in increased interest
expense.  There can be no assurance that acceptable financing
necessary to further implement our plan of operation can be
obtained on suitable terms, if at all.  Our ability to develop our
business could suffer if we are unable to raise additional funds
on acceptable terms, which would have the effect of limiting our
ability to increase our revenues, develop our products, attain
profitable operations, or even may result in our business filing
for bankruptcy protection or otherwise ending our operations which
could result in a significant or complete loss of your
investment," the Company said in the Annual Report for the year
ended Dec. 31, 2013.


AUXILIUM PHARMACEUTICALS: Files for EU Approval of Xiapex
---------------------------------------------------------
Swedish Orphan Biovitrum AB (publ) (Sobi) and Auxilium
Pharmaceuticals, Inc., announced that Sobi has filed for an
extension of the label for Xiapex(R) (collagenase clostridium
histolyticum) with the European Medicines Agency (EMA) to include
the indication of Peyronie's disease.

The filing is based on positive safety and efficacy outcome data
from two double-blind placebo-controlled studies, IMPRESS I and II
(The Investigation for Maximal Peyronie's Reduction Efficacy and
Safety Studies) which evaluated Xiapex for the treatment of
Peyronie's disease.  The EMA filing follows the approval from the
United States Food and Drug Administration (FDA) in December 2013
of XIAFLEX(R) (collagenase clostridium histolyticum) for the
treatment of adult men with Peyronie's disease with a palpable
plaque and curvature deformity of at least 30 degrees at the start
of therapy.  XIAFLEX is the tradename for Xiapex(R) used in the
United States.

"We believe that Xiapex, if approved for this new indication, has
the clinical profile to make a major contribution to the field in
Peyronie's disease," says Anders Edvell, MD, PhD, vice president
Sobi Partner Products.

Xiapex is approved in Europe for the treatment of Dupuytren's
contracture in adult patients with a palpable cord.  Sobi is
Marketing Authorisation Holder (MAH) for Xiapex in 28 EU member
countries as well as Norway and Iceland. Sobi holds the exclusive
rights to commercialise Xiapex for Dupuytren's contracture and
Peyronie's disease indications in these countries subject to
applicable regulatory approvals.

                           About Auxilium

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

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

                            *   *    *

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

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


AUXILIUM PHARMACEUTICALS: Signs Deal to Merge with Canada's QLT
---------------------------------------------------------------
Auxilium Pharmaceuticals, Inc., and QLT Inc., a Canadian-based
biotechnology company focused on developing innovative orphan
ophthalmology products, have entered into a definitive agreement
under which Auxilium plans to merge with QLT.  The transaction is
expected to drive shareholder value creation by accelerating
Auxilium's ongoing transformation into a leading diversified North
American specialty biopharmaceutical company.  As a result of the
merger, Auxilium expects to have an expanded corporate platform
that includes focused investments in research and development and
the continued pursuit of new products and M&A due to cost and tax
synergies.  The companies also intend to continue to pursue a
potential partnering agreement for QLT's promising late-stage
retinoid program.

Under the terms of the agreement, a wholly-owned subsidiary of QLT
will be merged with and into Auxilium.  QLT will remain
incorporated in British Columbia, Canada, and will be renamed "New
Auxilium."  Current shareholders of Auxilium will receive 3.1359
QLT shares for each Auxilium share, subject to certain
adjustments.  For QLT shareholders, the transaction represents a
25% premium based on a calculation of the closing NASDAQ stock
prices of Auxilium and QLT on June 25, 2014, the last trading day
prior to the announcement of the merger.  When completed, Auxilium
shareholders will own approximately 76% of the combined entity on
a fully diluted basis, and current QLT shareholders will own
approximately 24%, subject to certain adjustments.

Adrian Adams, chief executive officer and president of Auxilium,
stated, "Building on Auxilium's strong foundation and commercial
expertise, the merger with QLT represents a unique opportunity to
accelerate our desired strategic transformation into a leading,
diversified North American specialty biopharmaceutical company.
We are creating what we believe is a more competitive and
efficient platform to capitalize on greater market opportunities
and position Auxilium to deliver meaningful value for shareholders
while enhancing our ability to invest in and offer innovative
products that make a difference in the lives of underserved
patients."

"We believe that this is an excellent transaction for QLT
shareholders and provides them with the opportunity to benefit
from the potential upside of the combined company," said Jason
Aryeh, Chairman of QLT.  "We believe that Adrian Adams and the
Auxilium team have proven their ability to execute and deliver on
a strategy for providing quality specialty biopharmaceutical
products to fill significant unmet medical needs around the world.
I am confident that under their leadership, and with the
advantages presented by our combined organization, this
transaction will leave the merged company well-positioned to
achieve sustained growth."

The combined organization will be led by Auxilium's current
leadership team and will maintain Auxilium's current offices in
Chesterbrook, Pennsylvania.  All current Auxilium directors are
expected to join the merged company's board, joined by two current
QLT directors.  Auxilium does not expect any material changes to
its current U.S. operations or employment as a result of this
transaction, and expects to grow its presence in both the U.S. and
Canada.  Shares of the combined company are expected to trade on
NASDAQ and QLT is expected to be delisted from the Toronto Stock
Exchange.

Mr. Adams continued, "We believe this transaction will facilitate
the continued build out of our current portfolio and provide us
with the corporate platform and strong financial position to build
on our strength in men's healthcare and enable expansion into new
specialty therapeutic focus areas.  The transaction aligns with
Auxilium's well-defined growth strategy and our intention to build
a more diversified global organization through the aggressive
pursuit of product licensing and M&A.  We expect Auxilium to
create increased value for shareholders and patients for years to
come."

The transaction, which has been unanimously approved by the Boards
of both companies, is subject to certain conditions and approvals,
including regulatory approvals in the U.S. and Canada, if
necessary, the approval of both companies' shareholders, consents
under Auxilium's senior secured credit facility required as a
result of the transaction or, in lieu of those consents, the
refinancing of that facility, receipt of an opinion of counsel to
Auxilium that "New Auxilium" should not be treated as a U.S.
domestic corporation for U.S. federal income tax purposes, and
other negotiated closing conditions.  Deutsche Bank has delivered
a commitment letter for a $225 million facility for the
refinancing of the senior secured credit facility (together with
cash on hand) that is subject to the execution of definitive
agreements and other conditions.  The transaction is expected to
close in the fourth quarter of 2014, and is expected to be taxable
to Auxilium shareholders.  Holders representing approximately 32%
of QLT shares outstanding have agreed to vote in favor of the
transaction.

Deutsche Bank, Skadden Arps and Morgan Lewis acted as advisors to
Auxilium.  Houlihan Lokey Financial Advisors, Inc., also acted as
an advisor to Auxilium.  Credit Suisse, McCullough O'Connor Irwin
LLP, Nutter McClennen & Fish LLP and KPMG LLP acted as advisors to
QLT.

A full-text copy of the Agreement and Plan of Merger is available
for free at http://is.gd/vNt2Nq

                           About Auxilium

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

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

                            *   *    *

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

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


AXION INTERNATIONAL: Completes Warrants Tender Offer
----------------------------------------------------
Axion International Holdings, Inc., amended its tender offer
statement on Schedule TO originally filed with the U.S. Securities
and Exchange Commission on May 16, 2014, as further amended.

The Offer to Exchange expired at 11:59 p.m. on June 16, 2014.
Pursuant to the Offer to Exchange, the Company accepted 46,245,524
Warrants out of a total of 47,660,256 outstanding Warrants.
In exchange for the accepted Warrants, the Company issued
35,452,979 shares of its Common Stock out of a total of 35,818,271
shares had all Warrants been tendered.

The Company offered to exchange shares of its no par value common
stock for its outstanding warrants by issuing 14.17707 shares of
Common Stock for every $10.00 of value attributed to its
outstanding warrants.  The value of the Warrants was based upon
the Black-Scholes Option Pricing Model with the value assigned to
the Company's outstanding Warrants set forth on Schedule A to the
Offer to Exchange filed with the Original Schedule TO.

                       About Axion International

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

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

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


B.S. QUARRIES: Files Bare-Bones Chapter 11 Petition
---------------------------------------------------
B.S. Quarries, Inc., filed a Chapter 11 bankruptcy petition in
Wilkes-Barre division, Pennsylvania (Bankr. M.D. Pa. Case No.
14-02954) on June 25, 2014, without stating a reason.

The Montrose, Pennsylvania-based company estimated $10 million to
$50 million in assets and debt.  The company estimates that funds
will be available for distribution to unsecured creditors.

The case is assigned to Judge John J. Thomas.

According to the docket, the 11 U.S.C. Sec. 341(a) meeting of
creditors is slated for Aug. 15, 2014.

The Debtor has tapped Flaster/Greenberg, P.C., in Philadelphia, as
counsel.


B.S. QUARRIES: Section 341(a) Meeting Set on August 15
------------------------------------------------------
A meeting of creditors in the bankruptcy case of B.S. Quarries,
Inc., will be held on Aug. 15, 2014, at 2:00 p.m. at Wm J Nealon
Fed Bldg/US Courthouse, room to be determined, at Washington &
Linden Sts, Scranton.

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

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

B.S. Quarries, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 14-02954) on June 25, 2014.  Timothy
Smith signed the petition as president.  The Debtor estimated
assets and liabilities of between $10 million to $50 million.
Flaster/Greenberg, P.C., serves as the Debtor's counsel.  The case
is assigned to Judge John J Thomas.


BAPTIST HOME: Wilmarie Gonzalez Named as Patient Care Ombudsman
---------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed:

         Wilmarie Gonzalez, Bureau Director
         State LTC Ombudsman
         Pennsylvania Department of Aging
         555 Walnut Street, 5th Floor
         Harrisburg, PA 17101

as patient care ombudsman in the Chapter 11 case of the Baptist
Home of Philadelphia.

The PCO will:

   1) monitor the quality of patient care provided to patients of
the debtor, to the extent necessary under the circumstances,
including interviewing patients and physicians;

   2) file the report with the court after notice to the parties
in interest, at a hearing or in writing, regarding the quality of
patient care provided to patients of the Debtor as per the consent
order authorizing the U.S. Trustee to appoint a PCO pursuant to
Section 333 of the Bankruptcy Code dated Oct. 31, 2007;

   3) if such ombudsman determines that the quality of patient
care provided to patients of the debtor is declining significantly
or is otherwise being materially compromised, file with the Court
a motion or a written report, with notice to the parties-in-
interest immediately upon making such determination; and

   4) will maintain any information obtained by such ombudsman
under Section 333 of the Bankruptcy Code that relates to patients
(including information relating to patient records) as
confidential information.

The Debtor initially filed a motion to determine that a PCO is not
necessary.  On May 12, 2014, the Official Committee of Unsecured
Creditors filed a limited joinder to the Debtors' motion to
determine appointment of PCO is unnecessary.  The Committee
requested that the Court enter an order finding that that the
appointment of an ombudsman is unnecessary at this time, while
preserving the ability to revisit the issue at a later date, or
alternatively, appointing a State Long-Term Care Ombudsman to
minimize the expense to the Debtors' estates.

Subsequently, the U.S. Trustee and the Debtor agreed that the
appointment of an ombudsman is appropriate.  The Debtor consented
to the entry of an order directing the appointment of an
ombudsman.  The State Long-Term Care Ombudsman appointed will have
access to patient records consistent with authority under the
Older Americans Act of 1965 and under non-Federal laws governing
the State Long-Term Care Ombudsman program.

As reported in the Troubled Company Reporter on Apr. 29, 2014, the
Debtor asked the bankruptcy court to enter an order finding that
the appointment of a PCO is not necessary because, among other
reasons:

   (i) Home has historically provided and is currently providing
       a high quality of care and such standards will continue
       during the continuance of the Chapter 11 cases;

  (ii) Home will have cash sufficient to ensure that patient
       care is not affected by the bankruptcy filing, and

(iii) Home, as a continuing care retirement community, is
       already subject to review and oversight by a number of
       regulatory authorities.

Home avers that it has maintained only the highest level of
patient care, and there is no reason to believe that this would be
changed by the pending Chapter 11 proceedings.  In the years
preceding the Petition Date, there has been no deterioration in
the level of patient care.  Home has consistently averaged a
4-star rating over the past 2.5 years.

              About The Baptist Home of Philadelphia

The Baptist Home of Philadelphia and The Baptist Home Foundation
sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305
and 14-13306) in Philadelphia on April 25, 2014.

Baptist Home of Philadelphia is a Pennsylvania nonprofit
corporation that owns and operates a continuing care retirement
community known as "Deer Meadows Retirement Community", which is
located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania.
Home offers 126 living accommodations, which vary in size, for
independent living and personal care.  It presently also has 206
skilled nursing beds in the nursing and rehabilitation center that
offers short and long term care.  It has 369 employees.

Baptist Home of Philadelphia disclosed $37,330,904 in assets and
$34,562,834 in liabilities as of the Chapter 11 filing.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

The U.S. Trustee appointed Wilmarie Gonzalez as patient care
ombudsman.

U.S. Bank National Association, the trustee with regard to the
secured bond indebtedness, hired Reed Smith LLP as counsel and
CohnReznick LLP as financial advisor.

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.


BAPTIST HOME: Wins Approval to Hire KPMG CF as Fin'l Advisor
------------------------------------------------------------
Bankruptcy Judge Erik L. Frank authorized The Baptist Home of
Philadelphia to employ KPMG Corporate Finance LLC as financial
advisor and investment banker.

The Official Committee of Unsecured Creditors objected to the
application stating that it reflects another effort by the Debtors
to unfairly favor the Debtors' alleged secured lenders at the
expense of the unsecured creditors.  The Committee objected to:
(a) the economic terms of the Debtors' proposed retention of KPMG
(i.e., a minimum "transaction fee" of $600,000 payable regardless
of results); as well as (b) the unwarranted nature and scope of
certain other terms of the Debtors' proposed retention of KPMG CF.

As reported in the Troubled Company Reporter on May 14, 2014, KPMG
CF's services include, without limitation:

   (a) assisting the Debtors in drafting an offering document
       describing the Debtors, their operations, their historical
       performance and future prospects;

   (b) assisting the Debtors in identifying, contacting and
       screening potential parties for a transaction;

   (c) assisting the Debtors in contacting potential acquirers of
       the assets or business of the Debtors;

   (d) assisting the Debtors in preparing a due diligence data
       room and in coordinating the due diligence investigations
       of potential parties to a Transaction;

   (e) assisting the Debtors in analyzing proposals that are
       received from potential parties to a Transaction; and

   (f) advising and assisting the Debtors in negotiating the
       financial aspects of any proposed Transaction.

KPMG CF's compensation include:

   (a) a transaction fee if the Debtors consummate a Transaction,
       determined as follows, but in no event less than $600,000,
       payable by wire on the date of closing:

       Transaction Value            Transaction Fee
       -----------------            ---------------
       Less than or equal to        2.5% of Transaction
       $25 million                  Value, subject to the
                                    minimum fee of $600,000

       Greater than $25 million     $625,000 plus 3.0% of
       and less than or equal to    the amount by which the
       $30 million                  Transaction Value exceeds
                                    $25 million

       Greater than $30 million     $775,000 plus 3.5% of
       and less than or equal to    the amount by which the
       $35 million                  Transaction Value exceeds
                                    $30 million

       Greater than $35 million     $950,000 plus 4.0% of the
                                    amount by which the
                                    Transaction Value exceeds
                                    $35 million

If the Debtors receive any payment from another person following
or in connection with the termination, abandonment or failure to
occur of any proposed Transaction, then the Debtors will pay to
KPMG CF a fee in an amount equal to 50% of the Break-Up Fee upon
the receipt of the Break-Up Fee by the Debtors or any of its
subsidiaries provided however that KPMG CF will not be entitled to
receive a share of any such Break-Up Fee in the event KPMG CF is
paid a Transaction Fee.

The Debtors agree to reimburse KPMG CF promptly upon request, but
no less than monthly, for all out-of-pocket expenses incurred,
subject to a maximum of $10,000, including, without limitation,
travel, and communication and document production expenses,
incurred by KPMG CF.  The Debtors also agree to reimburse KPMG CF
for fees and expenses of counsel, in an amount not to exceed
$10,000, including the preparation of the retention agreement and
any application fees, which are not subject to the Expense Cap.

Maureen A. Spivack 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.

              About The Baptist Home of Philadelphia

The Baptist Home of Philadelphia and The Baptist Home Foundation
sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305
and 14-13306) in Philadelphia on April 25, 2014.

Baptist Home of Philadelphia is a Pennsylvania nonprofit
corporation that owns and operates a continuing care retirement
community known as "Deer Meadows Retirement Community", which is
located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania.
Home offers 126 living accommodations, which vary in size, for
independent living and personal care.  It presently also has 206
skilled nursing beds in the nursing and rehabilitation center that
offers short and long term care.  It has 369 employees.

Baptist Home of Philadelphia disclosed $37,330,904 in assets and
$34,562,834 in liabilities as of the Chapter 11 filing.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

The U.S. Trustee appointed Wilmarie Gonzalez as patient care
ombudsman.

U.S. Bank National Association, the trustee with regard to the
secured bond indebtedness, hired Reed Smith LLP as counsel and
CohnReznick LLP as financial advisor.

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.


BAPTIST HOME: Files Schedules of Assets and Liabilities
-------------------------------------------------------
The Baptist Home of Philadelphia filed on May 23, 2014, with the
Bankruptcy Court its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $18,882,843
  B. Personal Property           $18,448,061
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $30,279,968
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $417,935
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                        $3,864,931
                                 -----------      -----------
        Total                    $37,330,904      $34,562,834

A copy of the schedules is available for free at:

     http://bankrupt.com/misc/BaptistHome128_SALsummary.pdf

On May 8, the Debtor sought permission to extend until May 23, its
time to file schedules of assets and liabilities and statements of
financial affairs.

              About The Baptist Home of Philadelphia

The Baptist Home of Philadelphia and The Baptist Home Foundation
sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305
and 14-13306) in Philadelphia on April 25, 2014.

Baptist Home of Philadelphia is a Pennsylvania nonprofit
corporation that owns and operates a continuing care retirement
community known as "Deer Meadows Retirement Community", which is
located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania.
Home offers 126 living accommodations, which vary in size, for
independent living and personal care.  It presently also has 206
skilled nursing beds in the nursing and rehabilitation center that
offers short and long term care.  It has 369 employees.

Baptist Home of Philadelphia disclosed $37,330,904 in assets and
$34,562,834 in liabilities as of the Chapter 11 filing.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

The U.S. Trustee appointed Wilmarie Gonzalez as patient care
ombudsman.

U.S. Bank National Association, the trustee with regard to the
secured bond indebtedness, hired Reed Smith LLP as counsel and
CohnReznick LLP as financial advisor.

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.


BEAZER HOMES: D. E. Shaw Reports 5.1% Equity Stake
--------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, D. E. Shaw & Co., L.P., and David E. Shaw disclosed
that as of June 17, 2014, they beneficially owned 1,356,897 shares
of common stock of Beazer Homes USA, Inc., representing 5.1
percent of the shares outstanding.  A full-text copy of the
regulatory filing is available for free at http://goo.gl/ovHcbA

                         About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

Beazer Homes incurred a net loss of $33.86 million for the year
ended Sept. 30, 2013, a net loss of $145.32 million for the year
ended Sept. 30, 2012, and a net loss of $204.85 million for the
year ended Sept. 30, 2011.  As of Dec. 31, 2013, the Company had
$1.93 billion in total assets, $1.69 billion in total liabilities
and $235.60 million in total stockholders' equity.

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In the Jan. 30, 2013 edition of the TCR, Moody's Investors Service
raised Beazer Homes USA, Inc.'s corporate family rating to 'Caa1'
from 'Caa2' and probability of default rating to 'Caa1-PD' from
'Caa2-PD'.  The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the stable
outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BLAKES REMANUFACTURING: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Blakes Remanufacturing Services, LLC
        4770 Ivy Street
        Denver, CO 80216

Case No.: 14-18867

Chapter 11 Petition Date: June 26, 2014

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Bruce Campbell

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  KUTNER BRINEN GARBER, P.C.
                  1660 Lincoln St., Ste. 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  Email: jsb@kutnerlaw.com

Total Assets: $666,359

Total Liabilities: $1.85 million

The petition was signed by Daniel Bendever, managing member.

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


BOREAL WATER: Swings to $850,000 Net Income in 2013
---------------------------------------------------
Boreal Water Collection, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $849,748 on $2.15 million of sales for the year ended
Dec. 31, 2013, as compared with a net loss of $822,902 on $2.68
million of sales in 2012.

The Company's balance sheet at Dec. 31, 2014, showed $3.19 million
in total assets, $2.43 million in total liabilities and $761,663
in total stockholders' equity.

Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditor noted
that the Company has incurred a deficit of approximately $2.5
million and has used approximately $400,000 of cash due to its
operating activities in the two years ended Dec. 31, 2013.  The
Company may not have adequate readily available resources to fund
operations through Dec. 31, 2014.  This raises substantial doubt
about the Company's ability to continue as a going concern.

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

                         http://is.gd/TMuM7Y

                         About Boreal Water

Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water.


BRIGHTSTAR CORP: S&P Alters Outlook to Neg. on Increased Leverage
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Miami-based Brightstar Corp. and revised the
outlook to negative from stable.

In January 2014, S&P equalized its senior unsecured debt ratings
on Brightstar with the ratings on SoftBank Corp.'s (BB+/Stable/--)
senior unsecured debt to reflect the guarantee provided by
Softbank.  S&P did not assign a recovery rating on this debt since
there are no recovery ratings on Japanese companies.

"The outlook revision reflects Brightstar's currently elevated
leverage resulting from its business transition and various one-
time charges that we don't adjust for, combined with higher-than-
expected working capital-related borrowing," said Standard &
Poor's credit analyst Katarzyna Nolan.  "It also reflects some
uncertainty regarding whether its newly generated business will
result in the meaningful improvement of its credit profile over
the next year that we anticipate in our base-case scenario."

Standard & Poor's rating on Brightstar reflects the company's
"weak" business risk profile and its "significant" financial risk
profile, resulting in a stand-alone credit profile of 'bb-'.

In addition, S&P views Brightstar as "moderately strategic" to
Softbank and it believes it is likely SoftBank would provide some
degree of credit support if necessary.  Therefore, S&P rates
Brightstar one notch above its stand-alone credit profile.  S&P
also expects that Softbank will continue to provide Brightstar
with liquidity to support its working capital-related needs over
the next year.

However, S&P do not view Brightstar as a core operation of
SoftBank, even though it expects both parties to benefit from an
ongoing supply-chain relationship.

S&P views the industry risk as "moderately high risk" and the
country risk as "intermediate."


CAESARS ENTERTAINMENT: Closes N.J. Casino as Revenue Slides
-----------------------------------------------------------
Christopher Palmeri, writing for Bloomberg News, reported that
Caesars Entertainment Corp., the largest operator of U.S. casinos,
will shutter its Showboat property in Atlantic City to reduce
capacity in the East Coast gambling hub amid a persistent decline
in revenue.

According to the report, Caesars, the dominant operator in the New
Jersey city, with four properties including the Showboat, has
struggled to service its debt and last month reported a wider loss
as revenue fell.  Gambling revenue is declining in some of
Caesars? largest markets, such as Atlantic City and the U.S.
Midwest, the report noted.

                   About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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


CAESARS ENTERTAINMENT: To Close Showboat Atlantic City
------------------------------------------------------
Caesars Entertainment Corporation will close Showboat Atlantic
City effective Aug. 31, 2014.  The decision to close the property
follows persistent declines in business levels in the area
exacerbated by the high property-tax burden in Atlantic City.

"While we regret the impact that this decision will have on our
Showboat associates, we believe this is a necessary step to help
stabilize our business in Atlantic City and support the viability
of our remaining operations in the vicinity," said Gary Loveman,
chairman and chief executive officer of Caesars Entertainment.
"Since 2006, revenue in Atlantic City has declined by more than $3
billion and competition in the city has increased.  The dynamic in
Atlantic City has led us to the difficult but necessary decision
to close Showboat in an effort to help stabilize our business
there and support the viability of our remaining operations in the
vicinity.  We sincerely appreciate the service, dedication and
professionalism shown by the employees of the Showboat over the
years to provide our customers with incredible experiences."

Caesars Entertainment is offering assistance to Showboat employees
displaced by this decision, including providing preference for
available positions at the three remaining Caesars-affiliated
Atlantic City properties as well as sister properties in the
region and across the enterprise and other transitional resources.

Caesars remains the largest operator in Atlantic City and will
continue efforts already underway to help revitalize and transform
the area.  Caesars is developing a new, state-of-the- art meetings
facility adjacent to Harrah's Atlantic City and is pursuing other
opportunities to stimulate new visitation and growth, including
recently overhauling the gaming floor at Bally's and investing in
new dining options throughout the Company's Atlantic City
footprint.  The company has not yet determined what will become of
the property and land.  It intends to collaborate with city and
state officials as it evaluates alternative uses.

Showboat will remain fully operational until its closure and will
honor all room reservations and events until that that time.
Customers with reservations after Aug. 31, 2014, will receive
assistance in finding alternate accommodations.

Caesars Entertainment acquired Showboat Atlantic City by
purchasing Showboat Inc., in June 1998.

CEOC Director Appointments

On June 27, 2014, subject to required regulatory approvals,
Caesars Entertainment Operating Company, Inc.'s Board of Directors
elected David Bonderman, Kelvin Davis, Marc Rowan, David Sambur,
Ronen Stauber and Steven Winograd to serve as members of the CEOC
Board.  Each of Messrs. Bonderman, Davis, Rowan and Sambur is a
member of CEC's Board of Directors, which owns a majority of
CEOC's outstanding common stock.

On June 27, 2014, in connection with the appointment of Messrs.
Bonderman, Davis, Rowan, Sambur, Stauber and Winograd to the CEOC
Board, Eric Hession resigned from the CEOC Board effective upon
the effectiveness of the appointment of the new directors.

CEOC 2014 Performance Incentive Plan

On May 30, 2014, the members of the Human Resources Committee of
the CEC Board authorized the CEOC Board to adopt the 2014
Performance Incentive Plan, and, also on that date, the CEOC Board
adopted the CEOC PIP.  Subject to adjustments in connection with
certain changes in capitalization, the maximum number of shares of
common stock of CEOC, par value $0.01 per share, that may be
delivered by CEOC pursuant to awards under the CEOC PIP is 86,936.
On May 30, 2014, CEOC granted a number of fully vested,
nonforfeitable shares of CEOC Common Stock to various individuals,
in the aggregate, equal to the Share Limit.

Notice of Automatic Release of CEC's Guarantee

On May 5, 2014, CEOC ceased to be a wholly owned subsidiary of
CEC, as a result of which CEC's guarantee of CEOC's outstanding
secured and unsecured notes was automatically released in
accordance with the terms of the indentures governing the
applicable notes.

CEOC has provided notice to the trustees of its outstanding senior
secured notes, second-priority senior secured notes, 10.75% senior
notes due 2016 and 10.75% / 11.5% senior toggle notes due 2018
that CEOC elected to effect the automatic release of CEC's
guarantee of each those series of notes for the additional reason
that the guarantee of other notes specified in the applicable
indentures had been released.

                     About Caesars Entertainment

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

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

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

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch.

As reported by the TCR on April 9, 2013, Moody's Investors Service
downgraded Caesars Entertainment Corporation's Corporate Family
Rating to Caa2.

"The downgrade of Caesars' ratings considers that its same store
EBITDA growth in 2012-2013 has failed to materialize to any
significant degree, and so Caesars' credit metrics have
deteriorated and its free cash flow deficit will be higher than
Moody's previous expectations," stated Moody's analyst Peggy
Holloway.

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


CATASYS INC: S. Kriegsman Named Compensation Committee Chairman
---------------------------------------------------------------
Catasys Inc. disclosed in an amended current report with the U.S.
Securities and Exchange Commission that the Board of the Company
appointed Steven Kriegsman as Chairman of the Compensation
Committee of the Board while Messrs. Minal Patel and Marvin
Ingelman were appointed as members of the Compensation Committee
of the Board.  Mr. Ingelman was also appointed as Chairman of the
Corporate Governance Committee of the Board.  Messrs. Kriegsman
and Patel serve as members of the Corporate Governance Committee
of the Board.

On Jan. 22, 2014, the Company announced the appointment, effective
as of Feb. 4, 2014, of David Smith, Marvin Ingelman, Minal Patel,
MD, MPH, Richard Berman and Steven Kriegsman to the Board of
Directors of the Company.

                        About Catasys Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

Catasys reported a net loss of $4.67 million on $866,000 of total
revenues for the 12 months ended Dec. 31, 2013, as compared with a
net loss of $11.64 million on $541,000 of total revenues during
the prior year.  As of March 31, 2014, the Company had $2.09
million in total assets, $17.98 million in total liabilities and a
$15.89 million total stockholders' deficit.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the year ended Dec. 31,
2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

"[W]e currently expend cash at a rate of approximately $500,000
per month, excluding non-current accrued liability payments.  We
also anticipate cash inflow to increase during 2014 as we continue
to service our executed contracts.  We expect our current cash
resources to cover expenses into June 2014; however delays in cash
collections, revenue, or unforeseen expenditures could impact this
estimate.  We are in need of additional capital and while we are
currently in discussions with our existing stockholders regarding
additional financing there is no assurance that additional capital
can be raised in an amount which is sufficient for us or on terms
favorable to us and our stockholders, if at all.  If we do not
obtain additional capital, there is a significant doubt as to
whether we can continue to operate as a going concern and we will
need to curtail or cease operations or seek bankruptcy relief.  If
we discontinue operations, we may not have sufficient funds to pay
any amounts to stockholders," the Company said in the 2013 Annual
Report.


COALINGA REDEVELOPMENT: S&P Revises Outlook & Affirms 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative and affirmed its 'BB' long-term rating on Coalinga
Redevelopment Agency, Calif.'s series 2009C tax allocation bonds
(TABs).

"The revised outlook reflects our view of the agency's recent
increase in project area assessed value, reflecting a
stabilization in the project area," said Standard & Poor's credit
analyst Li Yang.  "The revised outlook further supports our view
of management's practice of reserving revenues sufficiently on its
recognized obligation payment schedules that have resulted in
successful payment of debt service during the past two years
without needing to use the bond's debt service reserve fund," Mr.
Yang added.

The project area encompasses approximately 1,116 acres, covering
about 60% of Coalinga, and single-family residential property
makes up the majority of AV in the area.


COCRYSTAL PHARMA: Sells 600,000 Shares of MusclePharm
-----------------------------------------------------
Cocrystal Pharma, Inc., on June 23, 2014, sold 600,000 shares of
MusclePharm Corporation common stock to non-affiliated accredited
investors for $5.4 million or $9.00 per share.

As previously reported, the Musclepharm shares were acquired in
connection with the sale of the Company's operating assets to
Musclepharm.  The purchasers agreed to a Lock-Up/Leak-Out
Agreement which limits the sale of the shares to 12.5% per
calendar month for an eight month period for any shares sold below
$14.50 per share.  The Company owns an additional 600,000 shares
of Musclepharm common stock which it received as part of the
Transaction, which shares are being held in escrow.

From the proceeds, the Company paid $2,626,290 to EverBank to
acquire a promissory note, which is secured by a deed of trust on
the property from which the Company previously conducted its
principal operations.  The Note was guaranteed by Biozone
Laboratories, Inc., the Company's wholly-owned subsidiary.  As
previously reported, in connection with the Transaction, the
Company assigned its lease to the Property to Musclepharm which
triggered notice and approval requirements by the landlord and
EverBank.  The Company did not receive the requisite approval of
either party.  As the holder of the Note, the Company has notified
the landlord that it consented to the change of control.

In connection with the sale of shares and pay-off of the Note,
Musclepharm agreed to waive the Lock-Up/Leak-Out requirements
under the Transaction with respect to the 600,000 shares sold by
the Company to the purchasers.

                        About Cocrystal Pharma

Cocrystal Pharma, Inc.'s primary business going forward is to
develop novel medicines for use in the treatment of human viral
diseases.  Cocrystal has been developing novel technologies and
approaches to create first-in-class and best-in-class antiviral
drug candidates since its initial funding in 2008.  Subsequent
funding was provided to Cocrystal Discovery, Inc., by Teva
Pharmaceuticals Industries, Ltd., or Teva, in 2011.  The Company's
focus is to pursue the development and commercialization of broad-
spectrum antiviral drug candidates that will transform the
treatment and prophylaxis of viral diseases in humans.  By
concentrating its research and development efforts on viral
replication inhibitors, the Company plans to leverage its
infrastructure and expertise in these areas.

On Jan. 2, 2014, Biozone Pharmaceuticals, Inc., merged with
Cocrystal Discovery, Inc.  The Company was previously incorporated
in Nevada under the name Biozone Pharmaceuticals, Inc.  On
March 18, 2014, the Company reincorporated in Delaware under the
name Cocrystal Pharma, Inc..

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.

Paritz and Company. P.A., in Hackensack, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements of Biozone for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company has incurred operating
losses for its last two fiscal years, has a working capital
deficiency of $5,255,220, and an accumulated deficit of
$14,128,079.  These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2014, showed $10.48
million in total assets, $12.55 million in total liabilities and a
$2.07 million total stockholders' deficit.


COLDWATER CREEK: Plan Terms OK'd, Confirmation Hearing on Aug. 19
-----------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware, on June 26, signed an order approving the
disclosure statement explaining Coldwater Creek, Inc., et al.'s
Second Amended Joint Plan of Liquidation, and set the confirmation
hearing for Aug. 19, at 10:30 a.m. (prevailing Eastern Time).
Objections to the confirmation of or proposed modifications to the
Plan must be filed on or before Aug. 12.

According to Law360, while Judge Shannon recognized that many of
Coldwater Creek's liquidation strategies were contested by the
Official Committee of Unsecured Creditors, the disclosure
statement also made that clear and adequately laid out the
situation so that a hypothetical creditor could make an
information decision about how to vote on the Plan.  Among other
things, the Committee doesn't want the plan to include releases
precluding lawsuits against company officers and secured lenders,
Bill Rochelle, the bankruptcy columnist for Bloomberg News, said.

Law360 noted that Coldwater Creek first presented its Disclosure
Statement to the Court on June 12, but Judge Shannon declined to
approve it over concerns about plans for substantial consolidation
in the case.

Meanwhile, Sara Randazzo, writing for The Wall Street Journal,
reported that, in a filing made June 18, Groupon says Coldwater
Creek customers still held $2.8 million in unredeemed vouchers
when the retailer when into bankruptcy.  Unlike other promotions,
the Groupon certificates were no longer accepted after the
company's bankruptcy filing, an attorney for Coldwater Creek
confirmed, the Journal report said.

                     About Coldwater Creek

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

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

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

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

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

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

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


COMMUNITYONE BANCORP: Files Copy of June Investor Presentation
--------------------------------------------------------------
Brian E. Simpson, chief executive officer; Robert L. Reid,
president; David L. Nielsen, chief financial officer; and Neil W.
Machovec, chief credit officer of CommunityOne Bancorp provided
certain investor presentations beginning on June 26, 2014.  A copy
of the June 2014 presentation is available at http://is.gd/vDiydV

                         About CommunityOne

CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.

CommunityOne Bancorp incurred a net loss of $1.48 million in 2013,
a net loss of $40 million in 2012 and a $137.31 million net loss
in 2011.  The Company's balance sheet at March 31, 2014, showed $2
billion in total assets, $1.92 billion in total liabilities and
$85.33 million in total shareholders' equity.


CONCHO RESOURCES: S&P Affirms 'BB+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BBB'
issue rating (two notches above the corporate credit rating) to
the senior secured reserve-based loan (RBL) facility of Midland,
Texas-based exploration and production company (E&P) Concho
Resources Inc.  S&P assigned a '1' recovery rating to this debt,
reflecting its expectation of very high (90% to 100%) recovery in
the event of a payment default.

The RBL facility is guaranteed by the company's material
subsidiaries and secured by substantially all of the assets of the
borrower and guarantors.  The credit agreement allows for
collateral suspension under certain conditions.  S&P would
reassess the issue level rating on the RBL facility if the
collateral suspension were to come into effect.

S&P considers Concho's business risk profile to be "satisfactory'
and its financial risk profile to be "significant."  The ratings
incorporate the company's good reserve replacement performance and
solid production growth and S&P's expectation that the company
will continue to increase its reserve base.  The ratings also
incorporate credit measures that we expect to remain healthy and
the company's high capital spending requirements to fund growth,
which S&P expects to outpace internally generated cash flows.

Ratings List

Concho Resources Inc.
Corporate credit rating                  BB+/Stable/--

New Rating

Concho Resources Inc.
Sr secd reserve-based loan fac           BBB
  Recovery rating                         1


CRESCENT BUSINESS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Crescent Business Center, LLC
        7300 W. Crescent Blvd.
        Pennsauken, NJ 08110

Case No.: 14-23131

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: June 26, 2014

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

Judge: Hon. Gloria M. Burns

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: 215-557-3550
                  Fax: 215-557-3551
                  Email: aciardi@ciardilaw.com

                    - and -

                  Jennifer E. Cranston, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: jcranston@ciardilaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jack H. Miller, managing member.

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


CROWN MEDIA: Stockholders Elected 14 Directors
----------------------------------------------
The annual meeting of stockholders of Crown Media Holdings, Inc.,
was held on June 25, 2014, at which the stockholders:

   (a) elected William J. Abbott, Dwight C. Arn, Robert Bloss,
       William Cella, Glenn Curtis, Steve Doyal, Brian E. Gardner,
       Herbert Granath, Timothy Griffith, Donald Hall, Jr., Drue
       Jennings, Peter A. Lund, Brad R. Moore, Deanne Stedem to
       the Board of Directors;

   (b) approved the chief executive officer's and other executive
       officers' performance-based compensation for IRS Section
       162(m) purposes; and

   (c) approved, on an advisory basis, the compensation of the
       Company's named executive officers.

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

Crown Media reported net income attributable to common
stockholders of $67.71 million on $377.80 million of net total
revenue for the year ended Dec. 31, 2013, as compared with net
income attributable to common stockholders of $107.35 million on
$349.87 million of net total revenue for the year ended Dec. 31,
2012.

As of March 31, 2014, the Company had $1.03 billion in total
assets, $624.99 million in total liabilities and $411.17 million
in total stockholders' equity.

                         Bankruptcy Warning

"Our senior secured credit facilities and the indenture governing
the Notes contain a number of covenants that impose significant
operating and financial restrictions on us which, among other
things, limit our ability to do the following:

   * incur additional debt or issue certain preferred shares;

   * pay dividends on or make distributions in respect of our
     capital stock or make other restricted payments;

   * make certain payments on debt that is subordinated or secured
     on a junior basis;

   * make certain investments;

   * sell certain assets;

   * create liens on certain assets;

   * consolidate, merge, sell or otherwise dispose of all or
     substantially all of our assets;

   * enter into certain transactions with our affiliates; and

   * designate our subsidiaries as unrestricted subsidiaries.

Any of these restrictions could limit our ability to plan for or
react to market conditions and could otherwise restrict corporate
activities.  Any failure to comply with these covenants could
result in a default under our senior secured credit facilities and
the indenture governing the Notes.  Upon a default, unless waived,
the lenders under our senior secured credit facilities could elect
to terminate their commitments, cease making further loans,
foreclose on our assets pledged to such lenders to secure our
obligations under the senior secured credit facilities and force
us into bankruptcy or liquidation.  Holders of the Notes would
also have the ability ultimately to force us into bankruptcy or
liquidation, subject to the indenture governing the Notes," the
Company said in the Annual Report for the year ended Dec. 31,
2013.

                           *     *     *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Studio City,
Calif.-based cable network company Crown Media Holdings Inc. to
'B+' from 'B'.  "The upgrade reflects Crown Media's recent
operating performance, which achieved higher EBITDA and lower
leverage than our expectations," said Standard & Poor's credit
analyst Deborah Kinzer.

Crown Media carries a B2 Corporate Family Rating from Moody's
Investors Service.  Crown Media's B2 CFR reflects the company's
small size and niche market position among cable network
operators, concentration in two Hallmark-branded channels,
reliance on licensed third party content for a majority of its
programming, and high leverage.


CRYOPORT INC: Incurs $19.5 Million Net Loss in Fiscal 2014
----------------------------------------------------------
Cryoport, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$19.56 million on $2.65 million of revenues for the year ended
March 31, 2014, as compared with a net loss of $6.38 million on
$1.10 million of revenues for the year ended March 31, 2013.

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

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2014.  The independent
auditors noted that the Company has incurred recurring operating
losses and has had negative cash flows from operations since
inception.  Although the Company has cash and cash equivalents of
$369,581 at March 31, 2014, management has estimated that cash on
hand, which include proceeds from convertible bridge notes
received in the fourth quarter of fiscal 2014, will only be
sufficient to allow the Company to continue its operations into
the second quarter of fiscal 2015.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                         http://is.gd/9MdxGa

                            About Cryoport

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


CUBIC ENERGY: Amends Fiscal 2013 Annual Report
----------------------------------------------
Cubic Energy, Inc., amended its annual report on Form 10-K for the
year ended June 30, 2013, to revise Note J - Oil and gas reserves
information (unaudited) in the notes to financial statements.

"The Company emphasizes that reserve estimates are inherently
imprecise.  Accordingly, the estimates are expected to change as
more current information becomes available.  The Company's policy
is to amortize capitalized oil and gas costs on the unit of
production method, based upon these reserve estimates.  The
amortization was $2.80 per Mcf during the twelve month period
ended June 30, 2013, as compared to $2.70 per Mcf and $2.48 per
Mcf during the same periods in 2012 and 2011, respectively.  It is
reasonably possible that, because of changes in market conditions
or the inherent imprecision of these reserve estimates, that the
estimates of future cash inflows, future gross revenues, the
amount of oil and gas reserves, the remaining estimated lives of
the oil and gas properties, or any combination of the above may be
increased or reduced in the near term," the amended Report states.

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

                        http://is.gd/zRr3LD

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Texas, is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

Cubic Energy incurred a net loss of $5.93 million for the year
ended June 30, 2013, a net loss of $12.49 million for the year
ended June 30, 2012, and a net loss of $10.28 million for the year
ended June 30, 2011.   As of March 31, 2014, the Company had
$134.14 million in total assets, $141.96 million in total
liabilities, $988 in redeemable common stock and a $7.81 million
total stockholders' deficit.


CUBIC ENERGY: Amends 98.7 Million Shares Resale Prospectus
----------------------------------------------------------
Cubic Energy, Inc., amended its prospectus relating to the resale
of 98,751,823 shares of the Company's common stock issuable upon
the exercise of warrants to purchase shares of the Company's
common stock by Anchorage Illiquid Opportunities Offshore Master
III, L.P., Corbin Opportunity Fund, L.P., AIO III AIV 3, LLC, et
al.

The Company amended the Registration Statement to delay its
effective date.

The Company will not receive any of the proceeds from the resale
of shares offered by the selling shareholders under this
prospectus.

The Company's common stock is traded on the OTCQB Tier of the U.S.
OTC Markets under the symbol "CBNR."  On June 25, 2014, the last
reported sale price of the Company's common stock was $0.17 per
share.

A full-text copy of the Form S-1/A registration statement is
available for free at http://goo.gl/GSnWHl

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Texas, is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

Cubic Energy incurred a net loss of $5.93 million for the year
ended June 30, 2013, a net loss of $12.49 million for the year
ended June 30, 2012, and a net loss of $10.28 million for the year
ended June 30, 2011.   As of March 31, 2014, the Company had
$134.14 million in total assets, $141.96 million in total
liabilities, $988 in redeemable common stock and a $7.81 million
total stockholders' deficit.


DOGWOOD PROPERTIES: Independent Bank's Plan Objection Resolved
--------------------------------------------------------------
Dogwood Properties, G.P. agreed to resolve its differences with
regard to the Objection to Confirmation of Plan filed by
Independent Bank:

The Third Amended Chapter 11 Plan is modified to provide the
following with regard to Independent Bank's Claim:

       "The Class 7 Claim of Independent Bank shall be allowed in
       the collective amount of $3,525,919.55 of which
       $3,146,000.00 shall be allowed as a Class 7 Secured Claim
       and the Allowed Secured Claim shall be paid by amortizing
       $3,146,000 over 360 months with interest at the rate of
       4.30%, with monthly payments of principal and interest of
       $15,570.00 due on the tenth (10th) day of each month
       commencing on the Effective Date of the Plan and continuing
       thereafter until April 15, 2019, at which time the entire
       balance of the Allowed Secured Claim shall be due and
       payable in full.  All other terms of the loan documents,
       deeds of trust, assignments of rents and guaranties shall
       remain in full force effect except as expressly modified in
       this Order.  Class 7 shall retain its lien to the extent of
       its Allowed Secured Claim.  The balance of the Independent
       Claim in the amount of $379,919.55 shall be allowed as a
       Class 23 General Unsecured Claim and the Allowed Unsecured
       Claim shall be paid in accordance with the provisions of
       Class 23."

Any subsequent amended plans shall contain the same terms and
condition as set out herein.

Independent Bank accepts the Plan as modified.

Attorney for Independent Bank can be reached at:

         James E. Bailey, III, Esq.
         6075 Poplar Avenue, Suite 500
         Memphis, TN 38119
         Tel: 901-680-7200

                     About Dogwood Properties

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Russell W. Savory, Esq., at Gotten,
Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel.


DOGWOOD PROPERTIES: Court OKs Use of Cash Collateral
----------------------------------------------------
Dogwood Properties, G.P. and Independent Bank have agreed to a
Final Order on the Debtor's Emergency Motion to Use Cash
Collateral of Independent Bank.  In lieu of any restrictions on
the use of the cash collateral of Independent Bank, the Debtor
will make adequate protection payments to the bank of $15,570.74
per month beginning on or before June 10, 2014, pending further
orders of the Court, and in the event a Plan is confirmed, this
date shall be deemed to be the Effective Date of the Plan insofar
as the Plan treatment afforded to Independent Bank.

                     About Dogwood Properties

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Russell W. Savory, Esq., at Gotten,
Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel.


DYNASIL CORP: Unit Buys DichroTec for $500,000 Cash Plus Shares
---------------------------------------------------------------
Dynasil Corporation of America disclosed that its Evaporated Metal
Films Corporation subsidiary has acquired substantially all the
assets of DichroTec Thin Films, LLC, for approximately $500,000 in
cash and 700,000 shares of Dynasil's common stock.

"We are very pleased to be able to add the expertise and
capabilities of DichroTec to EMF and Dynasil," said Peter Sulick,
Dynasil's Chairman of the Board, chief executive officer and
president.  "DichroTec's pedigree in the optics industry,
including the world-class optics pioneer Bausch & Lomb, is
well-known.  Adding this heritage to EMF, the first company in the
United States to provide evaporated metal thin film coatings, will
provide us with additional know-how and facilities to meet the
needs of the growing optical coatings market.  In addition,
DichroTec has proprietary coating processes for flexible
substrates, power cell components, lighting and glass
applications which EMF can leverage into our customer base."

"We are excited to bring the 'EMF Edge' to our new EMF Rochester
site and customers," said Paul Schulz, president of EMF.  "The
additional expertise and facilities, in concert with EMF's
commitment to continuous improvement and superior customer
service, will greatly enhance our ability to meet the
needs of our current and future customers.  Now with two centers
of manufacturing excellence, we will vastly increase our capacity
to meet the growing demand for high volume products at our
Rochester facility, while expanding our ability to provide custom
coating solutions at our site in Ithaca."

                            About Dynasil

Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.

The Company incurred a net loss of $8.72 million for the year
ended Sept. 30, 2013, as compared with a net loss of $4.30 million
for the year ended Sept. 30, 2012.

The Company's balance sheet at March 31, 2014, showed $24.83
million in total assets, $12.16 million in total liabilities and
$12.66 million in total stockholders' equity.

                Going Concern/Bankruptcy Warning

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company is in default with the financial covenants set forth
in the terms of its outstanding loan agreements (and may enter
into a forbearance arrangement with its lenders) and has sustained
substantial losses from operations for the years ended Sept. 30,
2013 and 2012.  These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern.

"If our lenders were to accelerate our debt payments, our assets
may not be sufficient to fully repay the debt and we may not be
able to obtain capital from other sources at favorable terms or at
all.  If additional funding is required, this funding may not be
available on favorable terms, if at all, or without potentially
very substantial dilution to our stockholders.  If we do not raise
the necessary funds, we may need to curtail or cease our
operations, sell certain assets and/or file for bankruptcy, which
would have a material adverse effect on our financial condition
and results of operations," the Company said in its annual report
for the year ended Sept. 30, 2013.


EAGLE BUSINESS: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Eagle Business Systems, Inc.
        255 Kershaw Dr.
        Montgomery, AL 36117

Case No.: 14-02052

Chapter 11 Petition Date: June 26, 2014

Court: United States Bankruptcy Court
       Southern District of Alabama (Selma)

Debtor's Counsel: James L. Day, Esq.
                  MEMORY & DAY
                  P.O. Box 4054
                  Montgomery, AL 36103-4054
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001
                  Email: jlday@memorylegal.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brad J. McPherson, president.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alsb14-02052.pdf


ELBIT IMAGING: Creditors Support Unit's Restructuring Plan
----------------------------------------------------------
Elbit Imaging Ltd.'s subsidiary, Plaza Centers N.V. announced that
its amended restructuring plan, filed with the District Court of
Amsterdam on May 27, 2014, has been approved with 92% of creditors
voting in favor of the Plan.

In light of the consent of creditors substantially exceeding the
required simple majority for approval of the Plan, the Dutch Court
has scheduled a hearing to confirm the Plan on July 8, 2014.

                       Class Action Dismissed

According to the Company's regulatory filing with the U.S.
Securities and Exchange Commission, the District Court of Tel-Aviv
Jaffa dismissed the purported class action lawsuit filed against
the Company by a holder of Series B Notes following the approval
of the adjusted plan of arrangement by the Court on Jan. 2, 2014.
The Company said that dismissal will not derogate from the appeal
filed with the Israel Supreme Court arguing that the Court erred
in approving the Arrangement, as announced by the Company on
Feb. 2, 2014.

                      About Elbit Imaging Ltd.

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

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

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

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

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

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


ENERGY FUTURE: 10% of EFIH First Lien Notes Exchanged and Settled
-----------------------------------------------------------------
Energy Future Intermediate Holding Company LLC and EFIH Finance
Inc., a direct, wholly owned subsidiary of EFIH, on May 6, 2014,
commenced an offer -- EFIH First Lien Exchange Offer -- to
qualified holders of the EFIH Debtors' 6.875% Senior Secured Notes
due 2017 -- EFIH 6.875% First Lien Notes -- and 10.00% Senior
Secured Notes due 2020 -- EFIH 10.00% First Lien Notes -- to
voluntarily settle the EFIH Debtors' obligations under the EFIH
First Lien Notes held by such holders -- EFIH First Lien Non-RSA
Settlement.  On June 6, 2014, the Bankruptcy Court issued an order
approving the settlement and the EFIH First Lien DIP Facility.

Pursuant to the settlement, on June 19, 2014, (i) each holder of
EFIH First Lien Notes that validly tendered its EFIH First Lien
Notes prior to 5:00 p.m., New York City time, on May 19, 2014, the
early participation date in the EFIH First Lien Exchange Offer,
accepted and received as payment in full of any claims arising out
of its EFIH First Lien Notes, a principal amount of loans under
the EFIH First Lien DIP Facility equal to 105.0% of the principal
amount of the EFIH First Lien Notes held by such holder plus 101%
of the accrued and unpaid interest through June 19, 2014 at the
non-default rate on such principal and (ii) each holder that
validly tendered its EFIH First Lien Notes after the early
participation date and prior to 11:59 p.m., New York City time, on
June 11, 2014, the expiration date of the EFIH First Lien Exchange
Offer, accepted and received as payment in full of any claims
arising out of its EFIH First Lien Notes, a principal amount of
loans under the EFIH First Lien DIP Facility equal to 103.25% of
the principal amount of the EFIH First Lien Notes held by such
holder plus 101% of the accrued and unpaid interest through June
19, 2014 at the non-default rate on such principal.

Approximately $0.42 billion of EFIH First Lien Notes --
approximately 10% of the outstanding EFIH First Lien Notes -- were
exchanged and settled in connection with the EFIH First Lien
Exchange Offer.

In addition, pursuant to the Restructuring Support and Lock-Up
Agreement, dated April 28, 2014 (as amended), to which the EFIH
Debtors are a party, certain holders of EFIH First Lien Notes --
RSA EFIH First Lien Note Parties -- holding, in the aggregate,
approximately $1.26 billion of EFIH First Lien Notes --
approximately 32% of the outstanding EFIH First Lien Notes --
agreed to voluntary settlements with respect to the EFIH Debtors'
obligations under the EFIH First Lien Notes held by the RSA EFIH
First Lien Note Parties -- EFIH First Lien RSA Settlement.  The
Bankruptcy Court Order also approved the EFIH First Lien RSA
Settlement.

As a result, pursuant to the EFIH First Lien RSA Settlement, on
June 19, 2014, each RSA EFIH First Lien Note Party accepted and
received as payment in full of any claims arising out of its EFIH
First Lien Notes, a principal amount of loans under the EFIH First
Lien DIP Facility equal to 105.0% of the principal amount of the
EFIH First Lien Notes held by such RSA EFIH First Lien Note Party
plus 101% of the accrued and unpaid interest (including, with
respect to the EFIH 6.875% First Lien Notes and certain of the
EFIH 10.00% First Lien Notes, additional interest required under
the related registration rights agreements) through June 19, 2014
at the non-default rate on such principal.

                   EFIH First Lien DIP Facility

On June 19, 2014, the EFIH Debtors entered into a $5.4 billion
first-lien debtor-in-possession financing facility -- EFIH First
Lien DIP Facility -- with the lenders party thereto and Deutsche
Bank AG New York Branch, as administrative and collateral agent.
Approximately $1.8 billion of loans issued under the EFIH First
Lien DIP Facility were issued directly to holders of EFIH First
Lien Notes in exchange for such notes in the EFIH First Lien
Settlement.  The remaining loans issued under the EFIH First Lien
DIP Facility were issued for cash, and the net proceeds of such
issuance totaled approximately $3.6 billion.

Approximately $2.4 billion of such net cash proceeds were used to
repay, pursuant to the Bankruptcy Court Order, on June 19, 2014,
all remaining outstanding EFIH First Lien Notes (including accrued
but unpaid interest at the non-default contract rate) held by the
non-settling holders of EFIH First Lien Notes (without the payment
of any alleged premium, makewhole or similar amount). The
remaining net cash proceeds (approximately $1.1 billion) will be
held by EFIH and are expected to be used, together with the net
cash proceeds of the proposed offering of second lien subordinated
debtor-in-possession notes by the EFIH Debtors and cash on hand,
subject to the approval of the Bankruptcy Court, for the EFIH
Debtors' proposed and previously disclosed settlement and
repayment of their second lien notes and for other general
corporate purposes.

The principal amounts outstanding under the EFIH First Lien DIP
Facility will bear interest based on applicable LIBOR or base
rates plus 3.25% or as otherwise provided in the EFIH First Lien
DIP Facility. The EFIH First Lien DIP Facility will mature on June
19, 2016. The EFIH First Lien DIP Facility is a non-amortizing
loan that may, subject to certain limitations, be voluntarily
prepaid by the EFIH Debtors, in whole or in part, without any
premium or penalty.

The EFIH Debtors' obligations under the EFIH First Lien DIP
Facility are secured by a first priority lien covering
substantially all of EFIH's assets, rights and properties, subject
to certain exceptions set forth in the EFIH First Lien DIP
Facility.  The EFIH First Lien DIP Facility provides that all
obligations thereunder constitute administrative expenses in the
Chapter 11 Cases, with administrative priority and senior secured
status under Section 364(c) and 364(d) of the Bankruptcy Code and,
subject to certain exceptions set forth in the EFIH First Lien DIP
Facility, will have priority over any and all administrative
expense claims, unsecured claims and costs and expenses in the
Chapter 11 Cases.

The EFIH First Lien DIP Facility provides for affirmative and
negative covenants applicable to the EFIH Debtors, including
affirmative covenants requiring the EFIH Debtors to provide
financial information, budgets and other information to the agents
under the EFIH First Lien DIP Facility, and negative covenants
restricting the EFIH Debtors' ability to incur additional
indebtedness, grant liens, dispose of assets, pay dividends or
take certain other actions, in each case except as permitted in
the EFIH First Lien DIP Facility. The EFIH First Lien DIP Facility
also includes a minimum liquidity covenant pursuant to which EFIH
cannot allow the amount of its unrestricted cash (as defined in
the EFIH First Lien DIP Facility) to be less than $150 million.
The Oncor Ring-Fenced Entities are not restricted subsidiaries for
purposes of the EFIH First Lien DIP Facility.

The EFIH First Lien DIP Facility provides for certain customary
events of default, including events of default resulting from non-
payment of principal, interest or other amounts when due, material
breaches of representations and warranties, material breaches of
covenants in the EFIH First Lien DIP Facility or ancillary loan
documents, cross-defaults under other agreements or instruments
and the entry of material judgments against EFIH. Upon the
existence of an event of default, the EFIH First Lien DIP Facility
provides that all principal, interest and other amounts due
thereunder will become immediately due and payable, either
automatically or at the election of specified lenders.

The EFIH First Lien DIP Facility permits, subject to certain
terms, conditions and limitations set forth in the EFIH First Lien
DIP Facility, the EFIH Debtors to incur incremental junior lien
subordinated debt in an aggregate amount not to exceed $3 billion.

                        Security Documents

In connection with the consummation of the EFIH First Lien DIP
Facility, the EFIH Debtors entered into a first lien pledge
agreement and a first lien security agreement, each dated as of
June 19, 2014, to reflect the pledge by the EFIH Debtors of the
Collateral in favor of Deutsche Bank AG New York Branch, in its
capacity as collateral agent, for the benefit of the lenders and
other secured parties under the EFIH First Lien DIP Facility.

           Amendments to the TCEH DIP Credit Agreement

On May 5, 2014, Energy Future Competitive Holdings Company LLC and
Texas Competitive Electric Holdings Company LLC, and the
subsidiaries of TCEH that are Debtors in the Chapter 11 Cases
entered into a Senior Secured, Super-Priority Credit Agreement
with the lenders party thereto and Citibank, N.A., as
administrative and collateral agent.

On May 13, 2014, the TCEH Debtors entered into the First Amendment
to the TCEH DIP Credit Agreement, which included, among other
things, amendments to the definitions of Applicable ABR Margin and
Applicable LIBOR Margin and a reduction of the minimum amount for
certain assignments.

On June 12, 2014, the TCEH Debtors entered into the Second
Amendment to the TCEH DIP Credit Agreement, which included, among
other things, amendments to the definitions of Acceptable
Reorganization Plan, Disclosure Statement, and Excluded
Collateral, amendments to provisions related to certain
bankruptcy-related matters and related amendments to the Security
Agreement for the benefit of the secured parties under the TCEH
DIP Credit Agreement.

A copy of the Senior Secured Superpriority Debtor-In-Possession
Credit Agreement, dated as of June 19, 2014, among the EFIH
Debtors, the lenders party thereto, Deutsche Bank AG New York
Branch, as Administrative Agent and Collateral Agent, Citibank,
N.A., Bank of America, N.A. and Morgan Stanley Senior Funding,
Inc., as Co-Syndication Agents, Barclays Bank PLC, Royal Bank of
Canada and Union Bank, N.A., as Co-Documentation Agents, Deutsche
Bank Securities Inc., Citigroup Global Markets Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior
Funding, Inc., Barclays Bank PLC, RBC Capital Markets and Union
Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, and
Loop Capital Markets, LLC and Williams Capital Group, LLC, as Co-
Managers, is available at http://is.gd/TS0J9Q

A copy of the Pledge Agreement, dated as of June 19, 2014, by and
among the EFIH Debtors and Deutsche Bank AG New York Branch, as
collateral agent, is available at http://is.gd/CtoieF

A copy of the Security Agreement, dated as of June 19, 2014, by
and among the EFIH Debtors and Deutsche Bank AG New York Branch,
as collateral agent, is available at http://is.gd/25Rteg

A copy of the Amendment No. 1 to the TCEH DIP Credit Agreement,
dated May 13, 2014, among the TCEH Debtors and the other parties
thereto, is available at http://is.gd/QFvrlc

A copy of the Amendment No. 2 to the TCEH DIP Credit Agreement,
dated June 12, 2014, among the TCEH Debtors and the other parties
thereto, is available at http://is.gd/GDGtQX


ESSAR STEEL: S&P Lowers CCR to 'CCC-' on Delayed Interest Payment
-----------------------------------------------------------------
Standard & Poor's Ratings Services said lowered its long-term
corporate credit rating on Essar Steel Algoma Inc. (ESA) to 'CCC-'
from 'CCC+', after the company elected to not make the June 16,
2014, interest payment, on its US$385 million unsecured notes.

At the same time, Standard & Poor's lowered its issue-level
ratings on ESA's unsecured notes to 'C' (two notches below the
corporate credit rating on the company) from 'CCC'.  The recovery
rating on the notes is unchanged at '5', reflecting S&P's
expectation of modest (10%-30%) recovery in the event of default.

In addition, Standard & Poor's lowered its issue-level ratings on
the company's US$350 million senior secured asset-based loan (ABL)
revolving credit facility and US$400 million senior secured notes
to 'CCC+' from 'B'.  The recovery rating on the company's secured
debt remains '1', reflecting S&P's expectation of very high (90%-
100%) recovery in the event of default.

Finally, S&P placed all the ratings on CreditWatch with negative
implications, reflecting the high risk of a distressed exchange
for some of ESA's debt.  S&P could lower the long-term corporate
ratings to 'D' (default) or 'SD' (selective default) if the
company does not make full and timely payment of interest within
the stated grace period of 30 calendar days.

"We lowered the ratings after the company elected to use the 30-
day grace period allowed in its debt agreements to discuss
recapitalization with its debt investors, which we believe could
lead to either a significant refinancing or a general default,"
said Standard & Poor's credit analyst Donald Marleau.  Improving
steel prices in North America and lower input costs portend
stronger earnings and cash flow for ESA over the next year.  "We
believe the company's prospects for refinancing its entire debt
load, all of which matures in the next year, rely heavily on the
confluence of better steel market conditions and currently
attractive capital markets," Mr. Marleau added.

S&P views ESA's liquidity as "weak," owing to the company's
refinancing risks.  All three of the company's major debt
instruments -- totaling about US$1.1 billion -- come due in the
next 12 months, the earliest of which is the US$350 million ABL
revolver maturing in September 2014.

S&P expects to resolve this CreditWatch in mid-July when the grace
period ends for ESA's missed interest payment.  The negative
implications indicate S&P's view that we would likely lower the
ratings in the event of a default or distressed exchange.


EWGS INTERMEDIARY: Fox Rothschild Approved as Examiner's Counsel
----------------------------------------------------------------
Yann Geron, the fee examiner of EWGS Intermediary, LLC and its
debtor-affiliates, sought and obtained permission from the Hon.
Mary F. Walrath of the U.S. Bankruptcy Court for the District of
Delaware to employ Fox Rothschild LLP as his counsel, nunc pro
tunc to Mar. 7, 2014.

The Fee Examiner requires Fox Rothschild to:

   (a) review and assess all applications filed by retained
       professionals, and the fees and reimbursement of expenses
       for which allowance is sought pursuant to the Applications,
       for compliance with the following:

       -- Bankruptcy Code sections 328, 329, 330, and 331, as
          applicable;

       -- Rule 2016 of the Federal Rules of Bankruptcy Procedure;

       -- The Interim Compensation Order;

       -- Local Bankruptcy Rule 2016-2; and

       -- Appendix B Guidelines for Reviewing Applications for
          Compensation and Reimbursement of Expenses Filed Under
          United States Code by Attorneys in Larger Chapter 11
          Cases, 78 Fed. Reg. No. 116, page 36248 (June 17, 2013).

   (b) file comments on the public docket of the Court regarding
       any Application by a Retained Professional;

   (c) communicate concerns regarding any Application to the
       Retained Professionals to whom such Applications pertains,
       and requesting further information as appropriate;

   (d) request that Retained Professionals provide budgets,
       staffing plans, or other information to the Fee Examiner;

   (e) establish procedures for the resolution of disputes with
       Retained Professionals;

   (f) recommend procedures to facilitate the preparation and
       review of Applications;

   (g) appear and be heard on any matter before the Court;

   (h) file and litigate objections to the allowance of any
       Application;

   (i) take, defend, or appear in any appeal regarding an
       Application; and

   (j) conduct related discovery.

The hourly fees of any attorneys or paralegals at Fox Rothschild
which the Fee examiner utilizes in the course of the engagement
will be billed at their ordinary rates, subject to periodic firm-
wide adjustment, and will be discounted throughout the course of
the engagement by 10%.  The Fee Examiner's hourly rate, which will
be tracked and billed separately from the time charges of all
other Fox professionals, will be capped throughout the course of
this engagement at $600.

The current rate of Fox Rothschild partners, associates, and
paralegals are:

       Partners and Special Counsel          $300-$650
       Associates                            $200-$370
       Paralegals                            $90-$250
       Legal Assistants                      $50-$165

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

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

Fox Rothschild can be reached at:

       Yann Geron, Esq.
       FOX ROTHSCHILD LLP
       100 Park Ave Rm 1500
       New York, NY 10017-5551
       Tel: (212) 878-7900
       Fax: (212) 682-4218
       E-mail: ygeron@foxrothschild.com

                   About EWGS Intermediary

EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No.
13-12876).  They are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware.  The Debtors tapped Bayshore
Partners LLC as their investment banker, FTI Consulting, LLC, as
their financial advisors, and Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent.

PNC Bank, National Association, the DIP Agent, is represented by
Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington,
Delaware.

Lawrence C. Gottlieb, Esq., Jay R. Indyke, Esq., Brent Weisenberg,
Esq., at Cooley LLP, serve as lead counsel to the Official
Committee of Unsecured Creditors.  Michael J. Merchant, Esq.,
Christopher M. Samis, Esq., and William A. Romanowies, Esq., at
Richards, Layton & Finger, P.A. serve as Delaware counsel.  The
Committee hired PricewaterhouseCoopers LLP as its financial
adviser.

The Debtors said total assets are greater than $100 million.  In
its schedules, EWGS Intermediary disclosed $0 in assets and
$77,801,784 in total liabilities.

Hilco Merchant Resources, a unit of Hilco Global, on Dec. 5, 2013,
disclosed that it has completed a $40 million deal to purchase all
the assets of golf retail brand Edwin Watts, in partnership with
GWNE, Inc., an affiliate of Worldwide Golf Shops.  The transaction
was approved by the bankruptcy court and closed on Dec. 5.


EXIDE TECHNOLOGIES: Panel Retains Sierra Research as Consultant
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Exide
Technologies seeks permission from the U.S. Bankruptcy Court to
retain Sierra Research, Inc. to provide environmental consulting
services to the Committee with respect to the Debtor's Vernon,
California lead recycling facility pursuant to an engagement
agreement.

The firm, among other things, will provide these services:

   (a) review various relevant documents, including but not
       limited to the Risk Reduction Plan and all related
       materials (including Stipulated Orders of Abatement, other
       SCAQMD Hearing Board Orders, and SCAQMD permits) to
       become familiar with activities currently underway at the
       Facility with regard to current and going-forward
       applicable air quality regulations;

   (b) visit the Facility and meet with Exide plant staff,
       environmental management, and other Exide personnel and
       representatives working on the environmental issues
       impacting the Facility; and

   (c) schedule and participate in periodic communications,
       Meetings, or calls with Exide's personnel as necessary
       to discuss, among other things, activities, potential
       problem areas, and progress towards meeting the
       anticipated Facility restart date and complying with
       current and going-forward applicable air quality
       requirements.

The billing rate for Gary Rubenstein, the senior professional
responsible for this engagement, is $225 an hour.

Gary Rubenstein 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 ate:

       Professional                                   Rates
       ------------                                   -----
     Senior Partner                                    $225
     Principal Technical Advisor/Managing Partner      $225
     Principal Scientist/Principal Engineer            $205
     Program Manager                                   $205
     Senior Engineer/Specialist                        $175
     Assistant Program Manager                         $175
     Associate Engineer/Specialist                     $150
     Assistant Specialist                              $125

The firm may be reached at:


     Gary Rubenstein
     SIERRA RESEARCH, INC.
     1801 J St
     Sacramento, CA 95811
     Tel: (916) 444-6666

                    About Exide Technologies

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

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

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

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

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

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

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


FANNIE MAE: First-Year Litigation Update
----------------------------------------
Twenty-two lawsuits filed in the past year accuse (a) Federal
National Mortgage Association, commonly known as Fannie Mae; (b)
Federal Home Loan Mortgage Corporation, commonly called Freddie
Mac; (c) the Federal Housing Finance Administration, in its role
as Fannie and Freddie's Conservator; and (d) the United States
Department of the Treasury, in its role as Fannie and Freddie's
rescue financier; of entering into an illegal Net Worth Sweep
Agreement in 2012 that requires Fannie and Freddie to delivery
virtually all of their earnings to the U.S. Treasury until the end
of time.

As the first of those twenty-two lawsuits approaches its one-year
anniversary in the Federal court system, editors for the Troubled
Company Reporter and Class Action Reporter have compiled this
summary to help their subscribers identify the cases, summarize
the Plaintiffs' causes of action, relate what the Plaintiffs' say
they want, share the current status of each case over the past
year, and mark their calendars with the dates of upcoming events
before Judges Sweeney, Lamberth, Pratt and Cooke.

A handy chart in Portable Document Format displaying the
litigation summary presented below is available for free at
http://bankrupt.com/gselitigationsummary201407.pdf

The five important upcoming events in these cases are:

     07/10/2014 -- Hearing on Plaintiff's Motion to Compel
production of Administrative Record in Continental Western v.
FHFA, Case No. 14-cv-00042 (S.D. Iowa)

     07/11/2014 -- Proposed protective order due in Fairholme v.
USA, Case No. 13-465 (Ct. Fed. Cl.)

     07/15/2014 -- Joint Status Report due in Fairholme v. USA,
Case No. 13-465 (Ct. Fed. Cl.), re 07/16/2014 Status Conference

     07/28/2014 -- Government's Answer due in Reid v. USA, Case
No. 14-152 (Ct. Fed. Cl.)

     08/29/2014 -- Deadline for Government to answer, move or
otherwise plead in Arrowood v. USA, Case No. 13-698 (Ct. Fed. Cl.)


   ________________________________________________________

             Significant Lawsuits Pending Against
                   Fannie Mae and Freddie Mac
                      Updated June 29, 2014
   (Cases listed in alphabetical order by Plaintiff's name)
   ________________________________________________________


   Lawsuit No. 1
   -------------
American European Insurance Company v. Federal National Mortgage
Association, et al., Case No. 13-cv-01169 (D.C. filed July 30,
2013)

Plaintiff's Lawyers: Michael G. McLellan
                     L. Kendall Satterfield
                     Elizabeth R. Makris
                     FINKELSTEIN THOMPSON LLP

                          - and -

                     Jeremy A. Lieberman
                     Lesley F. Portnoy
                     Patrick V. Dahlstrom
                     POMERANTZ GROSSMAN HUFFORD
                        DAHLSTROM & GROSS LLP

Plaintiff's Causes of Action:

     1-1: Breach of contract

     1-1: Breach of the implied covenant of good faith and fair
dealing Class action certification and appointment as Class
Representative

What the Plaintiffs say they want the Court to do:

     1-A: Awarding Plaintiffs and the Class the amount of damages
they sustained as a result of defendants? breaches of contract and
breaches of the implied covenant of good faith and fair dealing

     1-B: Granting appropriate equitable and injunctive relief to
remedy defendants? breaches of contract and breaches of the
implied covenant of good faith and fair dealing

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 2
   -------------
American European Insurance Company v. USA, Case No.
13-496 (Ct. Fed. Cl. filed July 19, 2013)

Plaintiff's Lawyers: Jeremy A. Lieberman
                     Lesley F. Portnoy
                     Patrick V. Dahlstrom
                     POMERANTZ GROSSMAN HUFFORD
                        DAHLSTROM & GROSS LLP

                          - and -

                     Charles J. Piven
                     BROWER PIVEN

Plaintiff's Causes of Action:

     2-1: Just compensation under the Fifth Amendment

What the Plaintiffs say they want the Court to do:

     2-A: Class certification and appointment as Class
Representative

     2-B: Awarding Plaintiff and the Class just compensation for
the Government's taking of their property

What's happened in court in the past year: [Consolidated with
Cacciapalle, et al. v. USA, Case No. 13-466 (Ct. Fed. Cl. filed
July 10, 2013) (Sweeney, J.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 3
   -------------
Arrowood Indemnity Co., et al. v. Federal National Mortgage
Association, et al., Case No. 13-cv-1439 (D.C. filed Sept. 12,
2013) (Lamberth, J.)

Plaintiff's Lawyers:  Drew W. Marrocco
                      Michael H. Barr
                      Richard M. Zuckerman
                      Sandra D. Hauser
                      DENTONS US LLP

Plaintiffs' Causes of Action:

     3-1: Against Treasury and Secretary Lew for violation of the
Administrative Procedure Act: (i) Treasury?s conduct exceeds its
statutory authority under HERA and (ii) Treasury?s conduct was
arbitrary and capricious

     3-2: Against FHFA and Acting Director DeMarco for violation
of the Administrative Procedure Act: (i) The FHFA?s conduct
exceeds its statutory authority under HERA and (ii) the FHFA?s
conduct was arbitrary and capricious

     3-3: Against Fannie Mae, Freddie Mac, and FHFA, as
Conservator, for breach of contract and breach of the implied
covenant of good faith and fair dealing
Declaring that the Third Amendment, and its adoption, are not in
accordance with HERA

What the Plaintiffs say they want the Court to do:

     3-A: Vacating and setting aside the Third Amendment
. . . and providing that all payments made by Fannie and Freddie
under the Third Amendment, in excess of the amounts which would
have been due as dividends absent the Third Amendment, be treated
as a redemption of Senior Preferred Stock

     3-B: Enjoining Defendants from implementing, applying, or
taking any action whatsoever pursuant to the Third Amendment

     3-C: If injunctive relief is not granted, awarding Arrowood
damages [for the] par value of their Junior Preferred Stock

What's happened in court in the past year:

     * Treasury's Motion to Dismiss Filed (Doc. 35)

     * Fannie Mae's Motion to Dismiss Filed (Doc. 36)

     * Plaintiffs' Objection and Cross-Motion for Summary Judgment
Filed (Docs. 44 and 45)

     * Treasury's Reply Filed (Docs. 48 and 49)

     * Fannie Mae's Reply Filed (Docs. 50 and 51)

     * Plaintiff's Further Reply (Doc. 54)

     * Ready for hearing on pre-trial summary judgment motions,
with a written decision by Judge Lamberth to follow

The next scheduled event in this case: [None at press time]


   Lawsuit No. 4
   -------------
Arrowood Indemnity Co., et al. v. USA, Case No. 13-698 (Ct. Fed.
Cl. filed Sept. 18, 2013) (Sweeney, J.)

Plaintiffs' Lawyers: Drew W. Marrocco
                     Michael H. Barr
                     Richard M. Zuckerman
                     Sandra Hauser
                     DENTONS US LLP

Plaintiffs' Causes of Action:

     4-1: Against the United States of America for just
compensation under the Fifth Amendment

What the Plaintiffs say they want the Court to do:

     4-A: Awarding Arrowood Parties just compensation for the
Government's taking of their property

What's happened in court in the past year:

     * Requests by the Government for more time to answer or
respond.  See Docs. 19, 16, 15, 12, 11, 10, 9 and 8.

     * Awaiting Government's answer or response to Arrowood's
Complaint

The next scheduled event in this case: 08/29/2014 for Government
to answer, move or otherwise plead.  See Doc. 21.


   Lawsuit No. 5
   -------------
Borodkin, et al. v. Federal National Mortgage Association, et al.,
Case No. 13-cv-01443 (D.C. filed Sept. 20, 2013)

Plaintiffs' Lawyers: Craig L. Briskin
                     MEHRI & SKALET, PLLC

                          - and -

                     Barbara J. Hart
                     Thomas A. Skelton
                     LOWEY DANNENBERG COHEN & HART

Plaintiffs' Causes of Action:

     5-1: Breach of contract

     5-2: Breach of the implied covenant of good faith and fair
dealing

What the Plaintiffs say they want the Court to do:

     5-A: Class action certification and appointment as Class
Representative

     5-B: Awarding Plaintiffs and the Class the amount of damages
they sustained as a result of defendants? breaches of contract and
breaches of the implied covenant of good faith and fair dealing

     5-C: Granting appropriate equitable and injunctive relief to
remedy defendants? breaches of contract and breaches of the
implied covenant of good faith and fair dealing

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 6
   -------------
Cacciapelle, et al. v. Federal National Mortgage Association, et
al., Case No. 13-cv-01149 (D.C. filed July 29, 2013) (Lamberth,
J.)

Plaintiffs' Lawyers: Hamish P.M. Hume
                     BOIES, SCHILLER & FLEXNER LLP

                          - and -
                     Lee D. Rudy
                     Eric L. Zagar
                     KESSLER TOPAZ MELTZER & CHECK, LLP

Plaintiffs' Causes of Action:

     6-1: Breach of contract

     6-2: Breach of the implied covenant of good faith and fair
dealing

What the Plaintiffs say they want the Court to do:

     6-A: Class action certification and appointment as Class
Representative

     6-B: Awarding Plaintiffs and the Class the amount of damages
they sustained as a result of defendants? breaches of contract and
breaches of the implied covenant of good faith and fair dealing

     6-C: Granting appropriate equitable and injunctive relief to
remedy defendants? breaches of contract and breaches of the
implied covenant of good faith and fair dealing

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 7
   -------------
Cacciapalle, et al. v. USA, Case No. 13-466 (Ct. Fed. Cl. filed
July 10, 2013) (Sweeney, J.)

Plaintiffs' Lawyers: Hamish P.M. Hume
                     BOIES, SCHILLER & FLEXNER LLP

                          - and -
                     Lee D. Rudy
                     Eric L. Zagar
                     KESSLER TOPAZ MELTZER & CHECK, LLP

Plaintiffs' Causes of Action:

     7-1: Against the United States of America for just
compensation under the Fifth Amendment

What the Plaintiffs say they want the Court to do:

     7-A: Class action certification and appointment as Class
Representative

     7-B: Awarding just compensation for the Government's taking
of their property

What's happened in court in the past year:

     * Government's Motion to Dismiss Filed (Doc. 42)

     * Briefing regarding the motion to dismiss is stayed pending
the conclusion of jurisdictional discovery in Fairholme.  Once the
parties in Fairholme file a postdiscovery joint status report, the
court will issue an order in this case regarding further
proceedings.  See Doc. 46.

The next scheduled event in this case: [None at press time]


   Lawsuit No. 8
   -------------
Cane v. Federal Housing Finance Agency, et al., Case No. 13-cv-
01184 (D.C. filed Aug. 1, 2013)

Plaintiff's Lawyers: David L. Wales
                     BERNSTEIN LITOWITZ BERGER &
                        GROSSMANN, LLP

Plaintiff's Causes of Action:

     8-1: Breach of contract against FHFA for (i) modification of
the certificates and series of stock without shareholders? consent
and (ii) elimination of dividends

     8-2: Anticipatory breach of contract against FHFA for
repudiation of shareholders? right to any eventual liquidation
surplus

     8-3 Breach of the implied covenant of good faith and fair
dealing against FHFA

     8-4: Violation of the Administrative Procedure Act because
Treasury and FHFA?s conduct (i) exceeded their statutory authority
and (ii) was arbitrary and capricious

     8-5: No just compensation under the Fifth Amendment

What the Plaintiffs say they want the Court to do:

     8-A: Class action certification and appointment as Class
Representative

     8-B: Compensatory damages to be determined at trial

     8-C: Just compensation under the Fifth Amendment for Treasury
and FHFA?s taking of Plaintiffs' property

     8-D: Declaring that the Third Amendment, and its adoption,
violate HERA

     8-E: Vacating and setting aside the Third Amendment

     8-F: Enjoining Defendants from implementing, applying, or
taking any action whatsoever pursuant to the Third Amendment, and
from any further violations of HERA

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 9
   -------------
Continental Western Insurance Company v. The Federal Housing
Finance Agency, et al., Case No. 14-cv-00042 (S.D. Iowa filed Feb.
5, 2014) (Pratt, J.)

Plaintiff's Lawyers: Charles J. Cooper
                     Vincent J. Colatriano
                     David H. Thompson
                     Peter A. Patterson
                     COOPER & KIRK, PLLC

                          - and -

                     Matthew G. Whitaker
                     Matt M. Dummermuth
                     Kendra L. Mills Arnold
                     WHITAKER HAGENOW & GUSTOFF, LLP

Plaintiff's Causes of Action:

     9-1: FHFA's conduct exceeds its statutory authority as
conservator

     9-2: Violation of the Administrative Procedure Act: FHFA's
conduct was arbitrary and capricious

     9-3: Treasury's conduct exceeded its statutory authority

     9-4: Violation of the Administrative Procedure Act:
Treasury?s conduct was arbitrary and capricious

     9-5: Breach of contract

     9-6: Breach of implied covenant of good faith and fair
dealing

     9-7: Breach of fiduciary duty

What the Plaintiff says it wants the Court to do:

     9-A: Declaring that the Net Worth Sweep and its adoption are
[illegal]

     9-B: Declaring that the . . . dividends to Treasury
. . . violated HERA

     9-C: Declaring that Treasury?s post-2009 payments to Fannie
and Freddie . . . violate HERA

     9-D: Vacating and setting aside the Net Worth Sweep, the
dividends, and Treasury's post-2009 payments

     9-E: Reducing the liquidation preference of the Government
Stock

     9-F: Enjoining further dividend payments or tinkering with
the accounting

     9-G: Awarding Plaintiff damages resulting from FHFA?s
breaches

What's happened in court in the past year:

     * FHFA's Motion to Dismiss Filed (Doc. 23)

     * Treasury's Motion to Dismiss Filed (Doc. 24)

     * Briefing suspended pending resolution of discovery dispute

     * Ready for hearing and decision on Plaintiff's Motion to
Compel Production of Administrative Record (Doc. 31), Treasury's
Response (Doc. 32), FHFA's Response (Doc. 33), and Plaintiffs'
Reply (Doc. 36).

The next scheduled event in this case: 07/10/2014 -- Hearing on
Plaintiff's Motion to Compel.  See Doc. 38


   Lawsuit No. 10
   --------------
Dennis v. Federal Housing Finance Agency, et al., Case No. 13-cv-
01208 (D.C. filed Aug 5, 2013) (Lamberth, J.)

Plaintiff's Lawyers: Reuben A. Guttman
                     Geoffrey C. Jarvis
                     GRANT & EISENHOFER

Plaintiff's Causes of Action:

     10-1: Breach of contract

     10-2: Breach of the implied covenant of good faith and fair
dealing

     10-3: Breach of fiduciary duty

What the Plaintiff says it wants the Court to do:

     10-A: Class action certification, appointment as Class
Representative, and confirmation that this a proper derivative
action

     10-B: Declaring that defendants breached the certificates of
designation of the Series S & T Preferred Stock. . . .

     10-C: Awarding compensatory damages

     10-D: Declaring that the Net Worth Sweep was unfair to Fannie
Mae, did not further any valid business purpose, did not reflect a
good faith business judgment as to what was in the best interests
of Fannie Mae or its shareholders, and constituted waste and a
gross abuse of discretion

     10-E: Declaring that, through the Net Worth Sweep, defendants
breached their respective fiduciary duties to Fannie Mae

     10-F: Awarding compensatory damages and disgorgement in favor
of Fannie Mae against defendants as a result
of their breach of their fiduciary duties. . . .

     10-G: Granting equitable relief, including rescission of the
Net Worth Sweep

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 11
   --------------
Dennis v. USA, Case No. 13-542 (Ct. Fed. Cl. filed Aug. 5, 2013)
(Sweeney, J.)

Plaintiff's Lawyers: Jay W. Eisenhofer
                     Geoffrey C. Jarvis
                     GRANT & EISENHOFER P.A.

Plaintiff's Causes of Action:

     11-1: Violation of the Takings Clause

What the Plaintiffs say they want the Court to do:

     11-A: Class action certification

     11-B: Awarding Plaintiff and the other Class members just
compensation for the unconstitutional taking of their property, in
an amount to be proven at trial. . . .

What's happened in court in the past year: [Consolidated with
Cacciapelle v. United States, Case No. 13-672 (Ct. Fed. Cl.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 12
   --------------
Fairholme Funds, Inc., et al. v. The United States, Case No. 13-
465 (Ct. Fed. Cl. filed July 9, 2013) (Sweeney, J.)

Plaintiffs' Lawyers: Charles C. Cooper
                     Vincent J. Colatriano
                     David H. Thompson
                     Peter A. Patterson
                     COOPER & KIRK, PLLC

Plaintiffs' Causes of Action:

     12-1: Just compensation under the Fifth Amendment for the
taking of private property for public use


What the Plaintiffs say they want the Court to do:

     12-A: Awarding compensation under the Fifth Amendment for the
Government's taking of their property

What's happened in court in the past year:

     * Government's Motion to Dismiss Filed (Doc. 20)

     * [Briefing suspended pending resolution of discovery
dispute]

     * Dispute over terms of Government's request for a protective
order (Doc. 49) arising from Court granting (Doc. 32) Plaintiffs'
Discovery Motion (Doc. 22) and overruling Government's Objection
(Doc. 30).  Hearing on Protective Order Held 06/19/2014 (Doc. 62).
Document production to occur in waves.

The next scheduled events in this case:

     * 07/11/2014 -- Proposed protective order due

     * 07/15/2014 -- Joint Status Report due re 07/16/2014 Status
Conference


   Lawsuit No. 13
   --------------
Fairholme Funds, Inc., et al. v. Federal Housing Finance Agency,
et al., Case No. 13-cv-1053 (D.C. filed July 10, 2013) (Lamberth,
J.)
Plaintiffs' Lawyers: Charles C. Cooper
                     Vincent J. Colatriano
                     David H. Thompson
                     Peter A. Patterson
                     COOPER & KIRK, PLLC

Plaintiffs' Causes of Action:

     13-1: FHFA?s and Treasury's conduct exceeds their statutory
authority

     13-2: Violation of the Administrative Procedure Act: FHFA?s
and Treasury's conduct was arbitrary and capricious

     13-3: Breach of contract against FHFA as Conservator of
Fannie and Freddie

     13-4: Breach of implied covenant of good faith and fair
dealing against FHFA as Conservator of Fannie and Freddie

     13-5: Breach of fiduciary duty against FHFA as Conservator of
Fannie and Freddie: Claim for equitable and declaratory relief

What the Plaintiffs say they want the Court to do:

     13-A: Declaring that the Net Worth Sweep, and its adoption,
violate HERA

     13-B: Declaring that, by entering the Net Worth Sweep, FHFA
breached Fannie?s and Freddie?s contracts with Plaintiffs and the
covenant of good faith and fair dealing implicit in those
contracts

     13-C: Declaring that . . . FHFA violated its fiduciary duty
to Plaintiffs

     13-D: Vacating and setting aside the Net Worth Sweep

     13-E: [Directing] Treasury to return to FHFA all dividend
payments made pursuant to the Net Worth Sweep or, alternatively,
recharacterizing a portion of the payments as partial redemption
of Government Stock rather than dividends

     *   *   *

What's happened in court in the past year:

     * Treasury's Motion to Dismiss Filed (Doc. 27) and
FHFA's Motion to Dismiss Filed (Doc. 28)

     * Response Opposing Motions to Dismiss (Docs. 38 and 39)

     * Treasury's Reply (Doc. 43) and FHFA's Reply (Doc. 45)

          -------

     * Cross-Motion for Summary Judgment (Doc. 40)

     * Treasury's Objection to Cross-Motion (Doc. 44) and FHFA's
Objection to Cross-Motion (Doc. 46)

     * Reply (Doc. 51)

     * Ready for hearing and decision on Pre-Trial Summary
Judgment proceedings

     * As of June 5, 2014, hearing postponed until further order
of the Court.

The next scheduled event in this case: [None at press time]


   Lawsuit No. 14
   --------------
Fisher, et al. v. USA, Case No. 13-608 (Ct. Fed. Cl. filed Aug.
26, 2013) (Sweeney, J.)

Plaintiffs' Lawyers: Noah M. Schubert
                     Robert C. Schubert
                     Miranda P. Kolbe
                     SCHUBERT JONCKHEER & KOLBE LLP

                          - and -

                     Edward F. Haber
                     SHAPIRO HABER & URMY LLP

Plaintiffs' Causes of Action:

     14-1: Derivatively, on behalf of FNMA, unlawful taking
without just compensation under the Fifth Amendment to the U.S.
Constitution

What the Plaintiffs say they want the Court to do:

     14-A: Derivatively, on behalf of FNMA, finding that the
United States has unlawfully taken the private property of Fannie
Mae for public use without just compensation in violation of the
Takings Clause of the Fifth Amendment to the U.S. Constitution

     14-B: Derivatively, on behalf of FNMA, determining and
awarding Fannie Mae just compensation for the Government's taking
of its property

What's happened in court in the past year:

     * Motion to Dismiss Filed (Doc. 20)

     * Briefing regarding the motion to dismiss is stayed pending
the conclusion of jurisdictional discovery in Fairholme.  Once the
parties in Fairholme file a post-discovery joint status report,
the court will issue an order in this case regarding further
proceedings.  See Doc. 25.

The next scheduled event in this case: [None at press time]


   Lawsuit No. 15
   --------------
In re Fannie Mae/Freddie Mac Senior Preferred Stock Purchase
Agreement Class Action Litigations, Misc. Action No. 13-mc-1288
(D.C. filed Nov. 18, 2013) (Lamberth, J.)

Plaintiffs' Lawyers: David R. Kaplan
                     Blair A. Nicholas
                     John Rizio-Hamilton
                     David L. Wales
                     BERNSTEIN LITOWITZ BERGER &
                        GROSSMANN LLP

                          - and -

                     Reuben A. Guttman
                     Geoffrey C. Jarvis
                     GRANT & EISENHOFER

                          - and -

                     Hamish P.M. Hume
                     BOIES, SCHILLER & FLEXNER LLP

                          - and -

                     Lee D. Rudy
                     Eric L. Zagar
                     KESSLER TOPAZ MELTZER & CHECK, LLP

Plaintiffs' Causes of Action:

     15-1: Breach of contract

     15-2: Breach of implied covenant of good faith and fair
dealing

     15-3: Breach of fiduciary duty

     15-4: No just compensation under the Fifth Amendment

What the Plaintiffs say they want the Court to do:

     15-A: Class action status and certification

     15-B: Declaring that this action is a proper derivative
action and that pre-suit demand is excused

     15-C: Declaring that the Third Amendment [is both] entirely
[and] intrinsically [un]fair to Fannie Mae, did not further any
valid business purpose of Fannie Mae, did not reflect a good faith
business judgment as to what was in the best interests of Fannie
Mae or its shareholders, and constituted waste and a gross abuse
of discretion

          *   *   *

     15-D: Awarding compensatory damages and disgorgement in favor
of Fannie Mae and just compensation for property taken

          *   *   *

What's happened in court in the past year:

     * Treasury's Motion to Dismiss Filed (Doc. 19) and Fannie Mae
& FHFA's Motion to Dismiss Filed (Doc. 20)

     * Plaintiffs' Objection to Motions to Dismiss (Doc. 33)

     * Fannie Mae & FHFA's Reply (Doc. 36)

     * Treasury's Reply (Doc. 38)

     * Ready for hearing and decision on Pre-Trial Summary
Judgment proceedings

The next scheduled event in this case: [None at press time]


   Lawsuit No. 16
   --------------
Liao v. Lew, et al., Case No. 13-cv-01094 (D.C. filed July 16,
2013)

Plaintiffs' Lawyers: Michael G. McLellan
                     L. Kendall Satterfield
                     Elizabeth R. Makris
                     FINKELSTEIN THOMPSON LLP

                          - and -

                     Lionel Z. Glancy
                     Michael M. Goldberg
                     Ex Kano S. Sams II
                     GLANCY BINKOW & GOLDBERG LLP

Plaintiffs' Causes of Action:

     16-1: Illegal taking and/or extraction in violation of the
U.S. Constitution

     16-2: Violation of the Administrative Procedures Act: the
Treasury's conduct exceeds its statutory authority under HERA

     16-3: Violation of the Administrative Procedures Act: the
Treasury's conduct was arbitrary and capricious

     16-4: Violation of the Administrative Procedures Act: the
FHFA's conduct exceeds its statutory authority under HERA

     16-5: Violation of the Administrative Procedures Act: the
FHFA's conduct was arbitrary and capricious

What the Plaintiffs say they want the Court to do:

     16-A: Determining that this is a proper class action and
certifying Plaintiff as a Class Representative. . . .

     16-B: Finding that Defendants have taken and/or illegally
exacted the private property of Plaintiff and the Class in
violation of the Due Process and Takings Clauses of the United
States Constitution

     16-C: Declaring that the Third Amendment, and its adoption,
[violate] HERA . . . ; and that the Treasury and the FHFA acted
arbitrarily and capriciously . . . by executing the Third
Amendment

     16-D: Vacating and setting aside the Third Amendment
including its provisions that sweep the full amount of the
Companies' net worth to the Treasury, that prevent redemption of
the Government Preferred Stock, and that accelerate the Companies'
dissolution

     16-E: Enjoining the Treasury [and the FHFA] . . . from
implementing, applying, or taking any action whatsoever pursuant
to the Third Amendment

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 17
   --------------
Marneu Holdings Co., et al. v. Federal Housing Finance Agency, et
al., Case No. 13-cv-01421 (D.C. filed Sept. 18, 2013)

Plaintiffs' Lawyers: Geoffrey C. Jarvis
                     GRANT & EISENHOFER P.A.

                          - and -

                     Jeremy A. Lieberman
                     Lesley F. Portnoy
                     Patrick V. Dahlstrom
                     POMERANTZ GROSSMAN HUFFORD
                        DAHLSTROM & GROSS LLP

Plaintiffs' Causes of Action:

     17-1: Breach of Contract

     17-2: Breach of the implied covenant of good faith and fair
dealing

     17-3: Violation of the APA -- Treasury's and FHFA's conduct
exceeds its statutory authority

     17-4: Violation of the APA -- Treasury's and FHFA's conduct
was arbitrary and capricious

     17-5: Breach of fiduciary duty

What the Plaintiffs say they want the Court to do:

     17-A: Class certification

     17-B: [D]amages [for] defendants? breaches of contract and
breaches of the implied covenant of good faith and fair dealing

     17-C: [R]escission of the Third Amendment

     17-D: Declaring that the Third Amendment was [un]fair to
Fannie Mae and Freddie Mac, [and ha]d no[] valid business purpose
. . . , and constituted waste and a gross abuse of discretion.

     17-E: Declaring that the Third Amendment [violates] HERA; and
that Treasury and FHFA acted arbitrarily and capriciously . . . by
executing the Third Amendment;

     17-F: Declaring that . . . the FHFA and the Treasury breached
their . . . fiduciary duties to Fannie . . . and Freddie. . . .

     17-G: Compensatory damages and disgorgement in favor of
Fannie Mae and Freddie Mac against . . . FHFA and the Treasury,
jointly and severally . . . in an amount to be proven at trial,
including interest thereon

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 18
   --------------
Perry Capital LLC v. [Treasury Sec'y] Jacob J. Lew, [Acting FHFA
Director] Edward DeMarco, The Department of the Treasury, and The
Federal Housing Finance Agency, Case No. 13-cv-1025 (D.C. filed
July 7, 2013) (Lamberth, J.)

Plaintiffs' Lawyers: Theodore B. Olson
                     Douglas R. Cox
                     Matthew D. McGill
                     Mikesh Jindal
                     Derek S. Lyons
                     Janet Weiss
                     GIBSON, DUNN & CRUTCHER LLP

Plaintiffs' Causes of Action:

     18-1: Violations of the Administrative Procedure Act:

           (a) Treasury's conduct exceeds its statutory
               authority under HERA,

           (b) Treasury's conduct was arbitrary and
               capricious,

           (c) the FHFA's conduct exceeds its statutory
               authority under HERA, and

           (d) the FHFA's conduct was arbitrary and
               capricious

What the Plaintiffs say they want the Court to do:

     18-A: Declaring that the Third Amendment [is illegal]

     18-B: Vacating and setting aside the Third Amendment,
including [the terms] that prevent redemption of the Government
Preferred Stock, and that accelerate the Companies? dissolution

     18-C: Enjoining Treasury . . . from implementing . . . the
Third Amendment

     18-D: Enjoining the FHFA . . . from implementing . . . the
Third Amendment

What's happened in court in the past year:

     * Treasury's Motion to Dismiss Filed (Doc. 31) and FHFA and
Fannie's Motion to Dismiss Filed (Doc. 32)

     * Cross-Motion for Summary Judgment on Administrative
Procedure Act Claims (Doc. 37)

     * Plaintiffs' Opposition to Motions to Dismiss (Doc. 38)

     * Treasury's Omnibus Reply (Doc. 40) and FHFA and Fannie's
Omnibus Replies (Doc. 42, 43 and 44 )

     * Perry's Reply (Doc. 47)

     * Ready for hearing and decision on Pre-Trial Summary
Judgment proceedings

     * As of June 5, 2014, hearing postponed until further order
of the Court.

The next scheduled event in this case: [None at press time]


   Lawsuit No. 19
   --------------
Reid v. USA, Case No. 14-152 (Ct. Fed. Cl. filed Feb. 26, 2014)
(Sweeney, J.)

Plaintiff's Lawyers: Robert C. Schubert
                     Noah M. Schubert
                     Miranda P. Kolbe
                     SCHUBERT JONCKHEER & KOLBE LLP

                          - and -

                     Edward F. Haber
                     SHAPIRO HABER & URMY LLP

Plaintiff's Causes of Action:

     19-1: Derivatively on behalf of FNMA, unlawful taking without
just compensation under the Fifth Amendment to the U.S.
Constitution

What the Plaintiff says it wants the Court to do:

     19-A: Derivatively on behalf of FNMA, finding that the United
States has unlawfully taken the private property of Fannie Mae for
public use without just compensation in violation of the Takings
Clause of the Fifth Amendment to the U.S. Constitution

     19-B: Derivatively on behalf of FNMA, determining and
awarding Fannie Mae just compensation for the Government's taking
of its property

What's happened in court in the past year: Awaiting answer

The next scheduled event in this case: 07/28/2014 -- Answer due


   Lawsuit No. 20
   --------------
Samuels, et al. v. Federal Housing Finance Agency, et al., Case
No. 13-cv-22399 (S.D. Fla. filed July 9, 2013) (Cooke, J.)

Plaintiffs' Lawyers: Charles Elsesser, Jr.
                     Meena Jagannath
                     Betsy Havens
                     COMMUNITY JUSTICE PROJECT
                        FLORIDA LEGAL SERVICES, INC.

Plaintiffs' Causes of Action:

     20-1: Violation of the Administrative Procedures Act

What the Plaintiffs say they want the Court to do:

     20-A: Vacate and set aside as null and void FHFA's decision
to indefinitely suspend payments by Fannie Mae and Freddie Mac to
the Housing Trust Fund

     20-B: Declare that Federal Defendants have violated the
Administrative Procedure Act by acting in an arbitrary and
capricious manner. . . .

     20-C: Order the FHFA to instruct Fannie Mae and Freddie Mac
that Federal Defendants' challenged decisions to withhold payments
from the Housing Trust Fund were null and void and that Fannie Mae
and Freddie Mac must proceed as if those decisions had never taken
place

What's happened in court in the past year:

     * Amended Complaint Filed (Doc. 30)

     * Motion to Dismiss Filed (Doc. 41)

     * Response Filed (Doc. 52)

     * Reply Filed (Doc. 61)

     * Discovery battle underway

     * Mediation, pending discovery resolution, extended to Aug.
31, 2104. See Doc. 79.

The next scheduled event in this case: [None at press time]


   Lawsuit No. 21
   --------------
Shipmon v. USA, Case No. 13-672 (Ct. Fed. Cl. filed Sept. 12,
2013)

Plaintiff's Lawyers: Noah M. Schubert
                     Robert C. Schubert
                     Miranda P. Kolbe
                     SCHUBERT JONCKHEER & KOLBE LLP

                          - and -

                     Edward F. Haber
                     SHAPIRO HABER & URMY LLP

Plaintiff's Causes of Action:

     21-1: Derivatively on behalf of FNMA, unlawful taking without
just compensation under the Fifth Amendment to the U.S.
Constitution

What the Plaintiff says it wants the Court to do:

     21-A: Derivatively on behalf of FNMA, finding that the United
States has unlawfully taken the private property of Fannie Mae for
public use without just compensation in violation of the Takings
Clause of the Fifth Amendment to the U.S. Constitution

     21-B: Determining and awarding Fannie Mae just compensation
for the Government's taking of its property

What's happened in court in the past year: [Consolidated with
Fisher v. United States, Case No. 13-608 (Ct. Fed. Cl.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 22
   --------------
Washington Federal, et al. v. USA, Case No. 13-385 (Ct. Fed. Cl.
filed June 10, 2013) (Sweeney, J.)

Plaintiffs' Lawyers: Steve W. Berman
                     HAGENS BERMAN SOBOL SHAPIRO LLP

Plaintiffs' Causes of Action:

     22-1: Illegal taking and/or exaction without just
compensation in violation of the U.S. Constitution
Class action status and certification

What the Plaintiffs say they want the Court to do:

     22-A: Finding that the Defendant has taken and/or illegally
exacted Plaintiffs' and the Classes' private property in violation
of the Due Process and Takings Clauses of the Constitution

     22-B: Determining and awarding Plaintiffs and the Classes
damages suffered by them by virtue of the Defendant's taking
and/or illegal exaction in the amount of $41 billion, or some
other amount to be determined at trial

What's happened in court in the past year:

     * Government's Motion to Dismiss Filed (Doc. 31)

     * Briefing regarding the motion to dismiss is stayed pending
the conclusion of jurisdictional discovery in Fairholme. Once the
parties in Fairholme file a postdiscovery joint status report, the
court will issue an order in this case regarding further
proceedings.  See Doc. 44.

The next scheduled event in this case: [None at press time]

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

Fannie Mae reported net income of $83.98 billion on $117.54
billion of total interest income for the year ended Dec. 31, 2013,
as compared with net income of $17.22 billion on $129.19 billion
of total interest income for the year ended Dec. 31, 2012.

As of March 31, 2014, the Company had $3.22 trillion in total
assets, $3.21 trillion in total liabilities and $8.09 billion in
total equity.

                          Conservatorship

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency ("FHFA") since Sept. 6, 2008.  Fannie Mae
has not received funds from Treasury since the first quarter of
2012.  The funding the company has received under its senior
preferred stock purchase agreement with Treasury has provided the
company with the capital and liquidity needed to fulfill its
mission of providing liquidity and support to the nation's housing
finance markets and to avoid a trigger of mandatory receivership
under the Federal Housing Finance Regulatory Reform Act of 2008.
For periods through March 31, 2014, Fannie Mae has requested
cumulative draws totaling $116.1 billion and paid $121.1 billion
in dividends to Treasury.  Under the senior preferred stock
purchase agreement, the payment of dividends cannot be used to
offset prior draws.  As a result, Treasury maintains a liquidation
preference of $117.1 billion on the Company's senior preferred
stock.


FIRTH RIXSON: S&P Puts 'B' CCR on CreditWatch Positive
------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Firth Rixson (Cyprus) Ltd., including the 'B' corporate credit
rating, on CreditWatch with positive implications.

"The CreditWatch placement follows higher-rated Alcoa Inc.'s
announcement that it plans to buy Firth Rixson for $2.85 billion
with an additional $150 million potential earn-out," said Standard
& Poor's credit analyst Tatiana Kleiman.  "We expect that all of
Firth Rixson's outstanding debt will be repaid as part of the
transaction."  The transaction is subject to the customary
regulatory approvals and the companies expect that it will close
by late 2014.

Firth Rixson is a leading provider of rings and forgings for
aircraft engines, and the company benefits from high barriers to
entry due to the costs involved in acquiring or building forges,
efficient operations, and good customer and geographic diversity.
The company has high debt leverage partly due to a large amount of
preferred stock that S&P considers a debt equivalent, and it
expects it to only generate limited free cash flow in the next two
years due to elevated near-term capital expenditures to support
new projects.  S&P assess the company's business risk profile as
"fair," its financial risk profile as "highly leveraged," and its
liquidity as "adequate."

S&P plans to resolve the CreditWatch placement after the
transaction closes and expect to withdraw all ratings on the
company if its rated debt is repaid.


FLUX POWER: Esenjay Owns 70% Equity Stake
-----------------------------------------
Flux Power Holdings, Inc., On June 11, 2014, entered into a Loan
Conversion Agreement with Esenjay Investments LLC, the Company's
major stockholder and principal credit line holder, pursuant to
which the Company issued to the Company:

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

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

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

As a result of the Loan Conversion, Esenjay beneficially owns an
aggregate of 52,736,290 shares of the Company.  Michael Johnson,
by virtue of his ownership and control of Esenjay, is deemed to
beneficially own 53,103,010 shares of common stock of Company, of
which 52,736,290 shares are directly owned by the Company and
366,720 shares represents Mr. Johnson's right to acquire shares of
common stock of the Company within 60 days upon exercise of his
options.  Ownership of 53,103,010 shares represents approximately
70% of such outstanding class of the Company's securities.  The
percentage calculation is based on 61,035,576 shares of common
stock outstanding as reported in the Form 10-Q filed Feb. 14,
2014.

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

                       http://goo.gl/Mnz64a

                         About Flux Power

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

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

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

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

                         Bankruptcy Warning

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


FORCE FUELS: Cancels Registration of Common Shares
--------------------------------------------------
Force Fuels, Inc., Chief Executive Officer Mark V. Noffke filed
with the U.S. Securities and Exchange Commission a notice of
voluntary termination of registration of the Company's common
stock $0.001 par value per share.  As of June 23, 2014, there were
245 holders of the common shares.

                         About Force Fuels

Costa Mesa, Calif.-based Force Fuels, Inc.'s principal business
during the period ended Oct. 31, 2011, was the acquisition and
management of oil, gas and alternative energy operations.  The
Company's common shares are currently quoted on the OTC Pink
market of OTC Markets Group, Inc. under the trading symbol "FOFU."

The Company's balance sheet at Oct. 31, 2011, showed $1.06 million
in total assets, $1.42 million in total liabilities, and a
stockholders' deficit of $358,092.

As reported in the TCR on Dec. 6, 2011, Sadler, Gibb & Associates,
LLC, in Salt Lake City, Utah, expressed substantial doubt about
Force Fuels' ability to continue as a going concern, following the
Company's results for the fiscal year ended July 31, 2011.  The
independent auditors noted that the Company had accumulated losses
of $3.8 million as of July 31, 2011.

The Company had notified the SEC regarding the late filing of its
quarterly report on Form 10-Q for the period ended Jan. 31, 2012,
citing limited accounting staff and incomplete financial
statements.  The Company has not filed any financial report since
the filing of its quarterly report for the period ended Oct. 31,
2011.


FREDDIE MAC: First-Year Litigation Update
-----------------------------------------
Twenty-two lawsuits filed in the past year accuse (a) Federal
National Mortgage Association, commonly known as Fannie Mae; (b)
Federal Home Loan Mortgage Corporation, commonly called Freddie
Mac; (c) the Federal Housing Finance Administration, in its role
as Fannie and Freddie's Conservator; and (d) the United States
Department of the Treasury, in its role as Fannie and Freddie's
rescue financier; of entering into an illegal Net Worth Sweep
Agreement in 2012 that requires Fannie and Freddie to delivery
virtually all of their earnings to the U.S. Treasury until the end
of time.

As the first of those twenty-two lawsuits approaches its one-year
anniversary in the Federal court system, editors for the Troubled
Company Reporter and Class Action Reporter have compiled this
summary to help their subscribers identify the cases, summarize
the Plaintiffs' causes of action, relate what the Plaintiffs' say
they want, share the current status of each case over the past
year, and mark their calendars with the dates of upcoming events
before Judges Sweeney, Lamberth, Pratt and Cooke.

A handy chart in Portable Document Format displaying the
litigation summary presented below is available for free at
http://bankrupt.com/gselitigationsummary201407.pdf

The five important upcoming events in these cases are:

     07/10/2014 -- Hearing on Plaintiff's Motion to Compel
production of Administrative Record in Continental Western v.
FHFA, Case No. 14-cv-00042 (S.D. Iowa)

     07/11/2014 -- Proposed protective order due in Fairholme v.
USA, Case No. 13-465 (Ct. Fed. Cl.)

     07/15/2014 -- Joint Status Report due in Fairholme v. USA,
Case No. 13-465 (Ct. Fed. Cl.), re 07/16/2014 Status Conference

     07/28/2014 -- Government's Answer due in Reid v. USA, Case
No. 14-152 (Ct. Fed. Cl.)

     08/29/2014 -- Deadline for Government to answer, move or
otherwise plead in Arrowood v. USA, Case No. 13-698 (Ct. Fed. Cl.)


   ________________________________________________________

             Significant Lawsuits Pending Against
                   Fannie Mae and Freddie Mac
                      Updated June 29, 2014
   (Cases listed in alphabetical order by Plaintiff's name)
   ________________________________________________________


   Lawsuit No. 1
   -------------
American European Insurance Company v. Federal National Mortgage
Association, et al., Case No. 13-cv-01169 (D.C. filed July 30,
2013)

Plaintiff's Lawyers: Michael G. McLellan
                     L. Kendall Satterfield
                     Elizabeth R. Makris
                     FINKELSTEIN THOMPSON LLP

                          - and -

                     Jeremy A. Lieberman
                     Lesley F. Portnoy
                     Patrick V. Dahlstrom
                     POMERANTZ GROSSMAN HUFFORD
                        DAHLSTROM & GROSS LLP

Plaintiff's Causes of Action:

     1-1: Breach of contract

     1-1: Breach of the implied covenant of good faith and fair
dealing Class action certification and appointment as Class
Representative

What the Plaintiffs say they want the Court to do:

     1-A: Awarding Plaintiffs and the Class the amount of damages
they sustained as a result of defendants? breaches of contract and
breaches of the implied covenant of good faith and fair dealing

     1-B: Granting appropriate equitable and injunctive relief to
remedy defendants? breaches of contract and breaches of the
implied covenant of good faith and fair dealing

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 2
   -------------
American European Insurance Company v. USA, Case No.
13-496 (Ct. Fed. Cl. filed July 19, 2013)

Plaintiff's Lawyers: Jeremy A. Lieberman
                     Lesley F. Portnoy
                     Patrick V. Dahlstrom
                     POMERANTZ GROSSMAN HUFFORD
                        DAHLSTROM & GROSS LLP

                          - and -

                     Charles J. Piven
                     BROWER PIVEN

Plaintiff's Causes of Action:

     2-1: Just compensation under the Fifth Amendment

What the Plaintiffs say they want the Court to do:

     2-A: Class certification and appointment as Class
Representative

     2-B: Awarding Plaintiff and the Class just compensation for
the Government's taking of their property

What's happened in court in the past year: [Consolidated with
Cacciapalle, et al. v. USA, Case No. 13-466 (Ct. Fed. Cl. filed
July 10, 2013) (Sweeney, J.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 3
   -------------
Arrowood Indemnity Co., et al. v. Federal National Mortgage
Association, et al., Case No. 13-cv-1439 (D.C. filed Sept. 12,
2013) (Lamberth, J.)

Plaintiff's Lawyers:  Drew W. Marrocco
                      Michael H. Barr
                      Richard M. Zuckerman
                      Sandra D. Hauser
                      DENTONS US LLP

Plaintiffs' Causes of Action:

     3-1: Against Treasury and Secretary Lew for violation of the
Administrative Procedure Act: (i) Treasury?s conduct exceeds its
statutory authority under HERA and (ii) Treasury?s conduct was
arbitrary and capricious

     3-2: Against FHFA and Acting Director DeMarco for violation
of the Administrative Procedure Act: (i) The FHFA?s conduct
exceeds its statutory authority under HERA and (ii) the FHFA?s
conduct was arbitrary and capricious

     3-3: Against Fannie Mae, Freddie Mac, and FHFA, as
Conservator, for breach of contract and breach of the implied
covenant of good faith and fair dealing
Declaring that the Third Amendment, and its adoption, are not in
accordance with HERA

What the Plaintiffs say they want the Court to do:

     3-A: Vacating and setting aside the Third Amendment
. . . and providing that all payments made by Fannie and Freddie
under the Third Amendment, in excess of the amounts which would
have been due as dividends absent the Third Amendment, be treated
as a redemption of Senior Preferred Stock

     3-B: Enjoining Defendants from implementing, applying, or
taking any action whatsoever pursuant to the Third Amendment

     3-C: If injunctive relief is not granted, awarding Arrowood
damages [for the] par value of their Junior Preferred Stock

What's happened in court in the past year:

     * Treasury's Motion to Dismiss Filed (Doc. 35)

     * Fannie Mae's Motion to Dismiss Filed (Doc. 36)

     * Plaintiffs' Objection and Cross-Motion for Summary Judgment
Filed (Docs. 44 and 45)

     * Treasury's Reply Filed (Docs. 48 and 49)

     * Fannie Mae's Reply Filed (Docs. 50 and 51)

     * Plaintiff's Further Reply (Doc. 54)

     * Ready for hearing on pre-trial summary judgment motions,
with a written decision by Judge Lamberth to follow

The next scheduled event in this case: [None at press time]


   Lawsuit No. 4
   -------------
Arrowood Indemnity Co., et al. v. USA, Case No. 13-698 (Ct. Fed.
Cl. filed Sept. 18, 2013) (Sweeney, J.)

Plaintiffs' Lawyers: Drew W. Marrocco
                     Michael H. Barr
                     Richard M. Zuckerman
                     Sandra Hauser
                     DENTONS US LLP

Plaintiffs' Causes of Action:

     4-1: Against the United States of America for just
compensation under the Fifth Amendment

What the Plaintiffs say they want the Court to do:

     4-A: Awarding Arrowood Parties just compensation for the
Government's taking of their property

What's happened in court in the past year:

     * Requests by the Government for more time to answer or
respond.  See Docs. 19, 16, 15, 12, 11, 10, 9 and 8.

     * Awaiting Government's answer or response to Arrowood's
Complaint

The next scheduled event in this case: 08/29/2014 for Government
to answer, move or otherwise plead.  See Doc. 21.


   Lawsuit No. 5
   -------------
Borodkin, et al. v. Federal National Mortgage Association, et al.,
Case No. 13-cv-01443 (D.C. filed Sept. 20, 2013)

Plaintiffs' Lawyers: Craig L. Briskin
                     MEHRI & SKALET, PLLC

                          - and -

                     Barbara J. Hart
                     Thomas A. Skelton
                     LOWEY DANNENBERG COHEN & HART

Plaintiffs' Causes of Action:

     5-1: Breach of contract

     5-2: Breach of the implied covenant of good faith and fair
dealing

What the Plaintiffs say they want the Court to do:

     5-A: Class action certification and appointment as Class
Representative

     5-B: Awarding Plaintiffs and the Class the amount of damages
they sustained as a result of defendants? breaches of contract and
breaches of the implied covenant of good faith and fair dealing

     5-C: Granting appropriate equitable and injunctive relief to
remedy defendants? breaches of contract and breaches of the
implied covenant of good faith and fair dealing

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 6
   -------------
Cacciapelle, et al. v. Federal National Mortgage Association, et
al., Case No. 13-cv-01149 (D.C. filed July 29, 2013) (Lamberth,
J.)

Plaintiffs' Lawyers: Hamish P.M. Hume
                     BOIES, SCHILLER & FLEXNER LLP

                          - and -
                     Lee D. Rudy
                     Eric L. Zagar
                     KESSLER TOPAZ MELTZER & CHECK, LLP

Plaintiffs' Causes of Action:

     6-1: Breach of contract

     6-2: Breach of the implied covenant of good faith and fair
dealing

What the Plaintiffs say they want the Court to do:

     6-A: Class action certification and appointment as Class
Representative

     6-B: Awarding Plaintiffs and the Class the amount of damages
they sustained as a result of defendants? breaches of contract and
breaches of the implied covenant of good faith and fair dealing

     6-C: Granting appropriate equitable and injunctive relief to
remedy defendants? breaches of contract and breaches of the
implied covenant of good faith and fair dealing

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 7
   -------------
Cacciapalle, et al. v. USA, Case No. 13-466 (Ct. Fed. Cl. filed
July 10, 2013) (Sweeney, J.)

Plaintiffs' Lawyers: Hamish P.M. Hume
                     BOIES, SCHILLER & FLEXNER LLP

                          - and -
                     Lee D. Rudy
                     Eric L. Zagar
                     KESSLER TOPAZ MELTZER & CHECK, LLP

Plaintiffs' Causes of Action:

     7-1: Against the United States of America for just
compensation under the Fifth Amendment

What the Plaintiffs say they want the Court to do:

     7-A: Class action certification and appointment as Class
Representative

     7-B: Awarding just compensation for the Government's taking
of their property

What's happened in court in the past year:

     * Government's Motion to Dismiss Filed (Doc. 42)

     * Briefing regarding the motion to dismiss is stayed pending
the conclusion of jurisdictional discovery in Fairholme.  Once the
parties in Fairholme file a postdiscovery joint status report, the
court will issue an order in this case regarding further
proceedings.  See Doc. 46.

The next scheduled event in this case: [None at press time]


   Lawsuit No. 8
   -------------
Cane v. Federal Housing Finance Agency, et al., Case No. 13-cv-
01184 (D.C. filed Aug. 1, 2013)

Plaintiff's Lawyers: David L. Wales
                     BERNSTEIN LITOWITZ BERGER &
                        GROSSMANN, LLP

Plaintiff's Causes of Action:

     8-1: Breach of contract against FHFA for (i) modification of
the certificates and series of stock without shareholders? consent
and (ii) elimination of dividends

     8-2: Anticipatory breach of contract against FHFA for
repudiation of shareholders? right to any eventual liquidation
surplus

     8-3 Breach of the implied covenant of good faith and fair
dealing against FHFA

     8-4: Violation of the Administrative Procedure Act because
Treasury and FHFA?s conduct (i) exceeded their statutory authority
and (ii) was arbitrary and capricious

     8-5: No just compensation under the Fifth Amendment

What the Plaintiffs say they want the Court to do:

     8-A: Class action certification and appointment as Class
Representative

     8-B: Compensatory damages to be determined at trial

     8-C: Just compensation under the Fifth Amendment for Treasury
and FHFA?s taking of Plaintiffs' property

     8-D: Declaring that the Third Amendment, and its adoption,
violate HERA

     8-E: Vacating and setting aside the Third Amendment

     8-F: Enjoining Defendants from implementing, applying, or
taking any action whatsoever pursuant to the Third Amendment, and
from any further violations of HERA

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 9
   -------------
Continental Western Insurance Company v. The Federal Housing
Finance Agency, et al., Case No. 14-cv-00042 (S.D. Iowa filed Feb.
5, 2014) (Pratt, J.)

Plaintiff's Lawyers: Charles J. Cooper
                     Vincent J. Colatriano
                     David H. Thompson
                     Peter A. Patterson
                     COOPER & KIRK, PLLC

                          - and -

                     Matthew G. Whitaker
                     Matt M. Dummermuth
                     Kendra L. Mills Arnold
                     WHITAKER HAGENOW & GUSTOFF, LLP

Plaintiff's Causes of Action:

     9-1: FHFA's conduct exceeds its statutory authority as
conservator

     9-2: Violation of the Administrative Procedure Act: FHFA's
conduct was arbitrary and capricious

     9-3: Treasury's conduct exceeded its statutory authority

     9-4: Violation of the Administrative Procedure Act:
Treasury?s conduct was arbitrary and capricious

     9-5: Breach of contract

     9-6: Breach of implied covenant of good faith and fair
dealing

     9-7: Breach of fiduciary duty

What the Plaintiff says it wants the Court to do:

     9-A: Declaring that the Net Worth Sweep and its adoption are
[illegal]

     9-B: Declaring that the . . . dividends to Treasury
. . . violated HERA

     9-C: Declaring that Treasury?s post-2009 payments to Fannie
and Freddie . . . violate HERA

     9-D: Vacating and setting aside the Net Worth Sweep, the
dividends, and Treasury's post-2009 payments

     9-E: Reducing the liquidation preference of the Government
Stock

     9-F: Enjoining further dividend payments or tinkering with
the accounting

     9-G: Awarding Plaintiff damages resulting from FHFA?s
breaches

What's happened in court in the past year:

     * FHFA's Motion to Dismiss Filed (Doc. 23)

     * Treasury's Motion to Dismiss Filed (Doc. 24)

     * Briefing suspended pending resolution of discovery dispute

     * Ready for hearing and decision on Plaintiff's Motion to
Compel Production of Administrative Record (Doc. 31), Treasury's
Response (Doc. 32), FHFA's Response (Doc. 33), and Plaintiffs'
Reply (Doc. 36).

The next scheduled event in this case: 07/10/2014 -- Hearing on
Plaintiff's Motion to Compel.  See Doc. 38


   Lawsuit No. 10
   --------------
Dennis v. Federal Housing Finance Agency, et al., Case No. 13-cv-
01208 (D.C. filed Aug 5, 2013) (Lamberth, J.)

Plaintiff's Lawyers: Reuben A. Guttman
                     Geoffrey C. Jarvis
                     GRANT & EISENHOFER

Plaintiff's Causes of Action:

     10-1: Breach of contract

     10-2: Breach of the implied covenant of good faith and fair
dealing

     10-3: Breach of fiduciary duty

What the Plaintiff says it wants the Court to do:

     10-A: Class action certification, appointment as Class
Representative, and confirmation that this a proper derivative
action

     10-B: Declaring that defendants breached the certificates of
designation of the Series S & T Preferred Stock. . . .

     10-C: Awarding compensatory damages

     10-D: Declaring that the Net Worth Sweep was unfair to Fannie
Mae, did not further any valid business purpose, did not reflect a
good faith business judgment as to what was in the best interests
of Fannie Mae or its shareholders, and constituted waste and a
gross abuse of discretion

     10-E: Declaring that, through the Net Worth Sweep, defendants
breached their respective fiduciary duties to Fannie Mae

     10-F: Awarding compensatory damages and disgorgement in favor
of Fannie Mae against defendants as a result
of their breach of their fiduciary duties. . . .

     10-G: Granting equitable relief, including rescission of the
Net Worth Sweep

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 11
   --------------
Dennis v. USA, Case No. 13-542 (Ct. Fed. Cl. filed Aug. 5, 2013)
(Sweeney, J.)

Plaintiff's Lawyers: Jay W. Eisenhofer
                     Geoffrey C. Jarvis
                     GRANT & EISENHOFER P.A.

Plaintiff's Causes of Action:

     11-1: Violation of the Takings Clause

What the Plaintiffs say they want the Court to do:

     11-A: Class action certification

     11-B: Awarding Plaintiff and the other Class members just
compensation for the unconstitutional taking of their property, in
an amount to be proven at trial. . . .

What's happened in court in the past year: [Consolidated with
Cacciapelle v. United States, Case No. 13-672 (Ct. Fed. Cl.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 12
   --------------
Fairholme Funds, Inc., et al. v. The United States, Case No. 13-
465 (Ct. Fed. Cl. filed July 9, 2013) (Sweeney, J.)

Plaintiffs' Lawyers: Charles C. Cooper
                     Vincent J. Colatriano
                     David H. Thompson
                     Peter A. Patterson
                     COOPER & KIRK, PLLC

Plaintiffs' Causes of Action:

     12-1: Just compensation under the Fifth Amendment for the
taking of private property for public use


What the Plaintiffs say they want the Court to do:

     12-A: Awarding compensation under the Fifth Amendment for the
Government's taking of their property

What's happened in court in the past year:

     * Government's Motion to Dismiss Filed (Doc. 20)

     * [Briefing suspended pending resolution of discovery
dispute]

     * Dispute over terms of Government's request for a protective
order (Doc. 49) arising from Court granting (Doc. 32) Plaintiffs'
Discovery Motion (Doc. 22) and overruling Government's Objection
(Doc. 30).  Hearing on Protective Order Held 06/19/2014 (Doc. 62).
Document production to occur in waves.

The next scheduled events in this case:

     * 07/11/2014 -- Proposed protective order due

     * 07/15/2014 -- Joint Status Report due re 07/16/2014 Status
Conference


   Lawsuit No. 13
   --------------
Fairholme Funds, Inc., et al. v. Federal Housing Finance Agency,
et al., Case No. 13-cv-1053 (D.C. filed July 10, 2013) (Lamberth,
J.)
Plaintiffs' Lawyers: Charles C. Cooper
                     Vincent J. Colatriano
                     David H. Thompson
                     Peter A. Patterson
                     COOPER & KIRK, PLLC

Plaintiffs' Causes of Action:

     13-1: FHFA?s and Treasury's conduct exceeds their statutory
authority

     13-2: Violation of the Administrative Procedure Act: FHFA?s
and Treasury's conduct was arbitrary and capricious

     13-3: Breach of contract against FHFA as Conservator of
Fannie and Freddie

     13-4: Breach of implied covenant of good faith and fair
dealing against FHFA as Conservator of Fannie and Freddie

     13-5: Breach of fiduciary duty against FHFA as Conservator of
Fannie and Freddie: Claim for equitable and declaratory relief

What the Plaintiffs say they want the Court to do:

     13-A: Declaring that the Net Worth Sweep, and its adoption,
violate HERA

     13-B: Declaring that, by entering the Net Worth Sweep, FHFA
breached Fannie?s and Freddie?s contracts with Plaintiffs and the
covenant of good faith and fair dealing implicit in those
contracts

     13-C: Declaring that . . . FHFA violated its fiduciary duty
to Plaintiffs

     13-D: Vacating and setting aside the Net Worth Sweep

     13-E: [Directing] Treasury to return to FHFA all dividend
payments made pursuant to the Net Worth Sweep or, alternatively,
recharacterizing a portion of the payments as partial redemption
of Government Stock rather than dividends

     *   *   *

What's happened in court in the past year:

     * Treasury's Motion to Dismiss Filed (Doc. 27) and
FHFA's Motion to Dismiss Filed (Doc. 28)

     * Response Opposing Motions to Dismiss (Docs. 38 and 39)

     * Treasury's Reply (Doc. 43) and FHFA's Reply (Doc. 45)

          -------

     * Cross-Motion for Summary Judgment (Doc. 40)

     * Treasury's Objection to Cross-Motion (Doc. 44) and FHFA's
Objection to Cross-Motion (Doc. 46)

     * Reply (Doc. 51)

     * Ready for hearing and decision on Pre-Trial Summary
Judgment proceedings

     * As of June 5, 2014, hearing postponed until further order
of the Court.

The next scheduled event in this case: [None at press time]


   Lawsuit No. 14
   --------------
Fisher, et al. v. USA, Case No. 13-608 (Ct. Fed. Cl. filed Aug.
26, 2013) (Sweeney, J.)

Plaintiffs' Lawyers: Noah M. Schubert
                     Robert C. Schubert
                     Miranda P. Kolbe
                     SCHUBERT JONCKHEER & KOLBE LLP

                          - and -

                     Edward F. Haber
                     SHAPIRO HABER & URMY LLP

Plaintiffs' Causes of Action:

     14-1: Derivatively, on behalf of FNMA, unlawful taking
without just compensation under the Fifth Amendment to the U.S.
Constitution

What the Plaintiffs say they want the Court to do:

     14-A: Derivatively, on behalf of FNMA, finding that the
United States has unlawfully taken the private property of Fannie
Mae for public use without just compensation in violation of the
Takings Clause of the Fifth Amendment to the U.S. Constitution

     14-B: Derivatively, on behalf of FNMA, determining and
awarding Fannie Mae just compensation for the Government's taking
of its property

What's happened in court in the past year:

     * Motion to Dismiss Filed (Doc. 20)

     * Briefing regarding the motion to dismiss is stayed pending
the conclusion of jurisdictional discovery in Fairholme.  Once the
parties in Fairholme file a post-discovery joint status report,
the court will issue an order in this case regarding further
proceedings.  See Doc. 25.

The next scheduled event in this case: [None at press time]


   Lawsuit No. 15
   --------------
In re Fannie Mae/Freddie Mac Senior Preferred Stock Purchase
Agreement Class Action Litigations, Misc. Action No. 13-mc-1288
(D.C. filed Nov. 18, 2013) (Lamberth, J.)

Plaintiffs' Lawyers: David R. Kaplan
                     Blair A. Nicholas
                     John Rizio-Hamilton
                     David L. Wales
                     BERNSTEIN LITOWITZ BERGER &
                        GROSSMANN LLP

                          - and -

                     Reuben A. Guttman
                     Geoffrey C. Jarvis
                     GRANT & EISENHOFER

                          - and -

                     Hamish P.M. Hume
                     BOIES, SCHILLER & FLEXNER LLP

                          - and -

                     Lee D. Rudy
                     Eric L. Zagar
                     KESSLER TOPAZ MELTZER & CHECK, LLP

Plaintiffs' Causes of Action:

     15-1: Breach of contract

     15-2: Breach of implied covenant of good faith and fair
dealing

     15-3: Breach of fiduciary duty

     15-4: No just compensation under the Fifth Amendment

What the Plaintiffs say they want the Court to do:

     15-A: Class action status and certification

     15-B: Declaring that this action is a proper derivative
action and that pre-suit demand is excused

     15-C: Declaring that the Third Amendment [is both] entirely
[and] intrinsically [un]fair to Fannie Mae, did not further any
valid business purpose of Fannie Mae, did not reflect a good faith
business judgment as to what was in the best interests of Fannie
Mae or its shareholders, and constituted waste and a gross abuse
of discretion

          *   *   *

     15-D: Awarding compensatory damages and disgorgement in favor
of Fannie Mae and just compensation for property taken

          *   *   *

What's happened in court in the past year:

     * Treasury's Motion to Dismiss Filed (Doc. 19) and Fannie Mae
& FHFA's Motion to Dismiss Filed (Doc. 20)

     * Plaintiffs' Objection to Motions to Dismiss (Doc. 33)

     * Fannie Mae & FHFA's Reply (Doc. 36)

     * Treasury's Reply (Doc. 38)

     * Ready for hearing and decision on Pre-Trial Summary
Judgment proceedings

The next scheduled event in this case: [None at press time]


   Lawsuit No. 16
   --------------
Liao v. Lew, et al., Case No. 13-cv-01094 (D.C. filed July 16,
2013)

Plaintiffs' Lawyers: Michael G. McLellan
                     L. Kendall Satterfield
                     Elizabeth R. Makris
                     FINKELSTEIN THOMPSON LLP

                          - and -

                     Lionel Z. Glancy
                     Michael M. Goldberg
                     Ex Kano S. Sams II
                     GLANCY BINKOW & GOLDBERG LLP

Plaintiffs' Causes of Action:

     16-1: Illegal taking and/or extraction in violation of the
U.S. Constitution

     16-2: Violation of the Administrative Procedures Act: the
Treasury's conduct exceeds its statutory authority under HERA

     16-3: Violation of the Administrative Procedures Act: the
Treasury's conduct was arbitrary and capricious

     16-4: Violation of the Administrative Procedures Act: the
FHFA's conduct exceeds its statutory authority under HERA

     16-5: Violation of the Administrative Procedures Act: the
FHFA's conduct was arbitrary and capricious

What the Plaintiffs say they want the Court to do:

     16-A: Determining that this is a proper class action and
certifying Plaintiff as a Class Representative. . . .

     16-B: Finding that Defendants have taken and/or illegally
exacted the private property of Plaintiff and the Class in
violation of the Due Process and Takings Clauses of the United
States Constitution

     16-C: Declaring that the Third Amendment, and its adoption,
[violate] HERA . . . ; and that the Treasury and the FHFA acted
arbitrarily and capriciously . . . by executing the Third
Amendment

     16-D: Vacating and setting aside the Third Amendment
including its provisions that sweep the full amount of the
Companies' net worth to the Treasury, that prevent redemption of
the Government Preferred Stock, and that accelerate the Companies'
dissolution

     16-E: Enjoining the Treasury [and the FHFA] . . . from
implementing, applying, or taking any action whatsoever pursuant
to the Third Amendment

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 17
   --------------
Marneu Holdings Co., et al. v. Federal Housing Finance Agency, et
al., Case No. 13-cv-01421 (D.C. filed Sept. 18, 2013)

Plaintiffs' Lawyers: Geoffrey C. Jarvis
                     GRANT & EISENHOFER P.A.

                          - and -

                     Jeremy A. Lieberman
                     Lesley F. Portnoy
                     Patrick V. Dahlstrom
                     POMERANTZ GROSSMAN HUFFORD
                        DAHLSTROM & GROSS LLP

Plaintiffs' Causes of Action:

     17-1: Breach of Contract

     17-2: Breach of the implied covenant of good faith and fair
dealing

     17-3: Violation of the APA -- Treasury's and FHFA's conduct
exceeds its statutory authority

     17-4: Violation of the APA -- Treasury's and FHFA's conduct
was arbitrary and capricious

     17-5: Breach of fiduciary duty

What the Plaintiffs say they want the Court to do:

     17-A: Class certification

     17-B: [D]amages [for] defendants? breaches of contract and
breaches of the implied covenant of good faith and fair dealing

     17-C: [R]escission of the Third Amendment

     17-D: Declaring that the Third Amendment was [un]fair to
Fannie Mae and Freddie Mac, [and ha]d no[] valid business purpose
. . . , and constituted waste and a gross abuse of discretion.

     17-E: Declaring that the Third Amendment [violates] HERA; and
that Treasury and FHFA acted arbitrarily and capriciously . . . by
executing the Third Amendment;

     17-F: Declaring that . . . the FHFA and the Treasury breached
their . . . fiduciary duties to Fannie . . . and Freddie. . . .

     17-G: Compensatory damages and disgorgement in favor of
Fannie Mae and Freddie Mac against . . . FHFA and the Treasury,
jointly and severally . . . in an amount to be proven at trial,
including interest thereon

What's happened in court in the past year: [Consolidated into
Misc. Action No. 13-mc-1288 (D.C.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 18
   --------------
Perry Capital LLC v. [Treasury Sec'y] Jacob J. Lew, [Acting FHFA
Director] Edward DeMarco, The Department of the Treasury, and The
Federal Housing Finance Agency, Case No. 13-cv-1025 (D.C. filed
July 7, 2013) (Lamberth, J.)

Plaintiffs' Lawyers: Theodore B. Olson
                     Douglas R. Cox
                     Matthew D. McGill
                     Mikesh Jindal
                     Derek S. Lyons
                     Janet Weiss
                     GIBSON, DUNN & CRUTCHER LLP

Plaintiffs' Causes of Action:

     18-1: Violations of the Administrative Procedure Act:

           (a) Treasury's conduct exceeds its statutory
               authority under HERA,

           (b) Treasury's conduct was arbitrary and
               capricious,

           (c) the FHFA's conduct exceeds its statutory
               authority under HERA, and

           (d) the FHFA's conduct was arbitrary and
               capricious

What the Plaintiffs say they want the Court to do:

     18-A: Declaring that the Third Amendment [is illegal]

     18-B: Vacating and setting aside the Third Amendment,
including [the terms] that prevent redemption of the Government
Preferred Stock, and that accelerate the Companies? dissolution

     18-C: Enjoining Treasury . . . from implementing . . . the
Third Amendment

     18-D: Enjoining the FHFA . . . from implementing . . . the
Third Amendment

What's happened in court in the past year:

     * Treasury's Motion to Dismiss Filed (Doc. 31) and FHFA and
Fannie's Motion to Dismiss Filed (Doc. 32)

     * Cross-Motion for Summary Judgment on Administrative
Procedure Act Claims (Doc. 37)

     * Plaintiffs' Opposition to Motions to Dismiss (Doc. 38)

     * Treasury's Omnibus Reply (Doc. 40) and FHFA and Fannie's
Omnibus Replies (Doc. 42, 43 and 44 )

     * Perry's Reply (Doc. 47)

     * Ready for hearing and decision on Pre-Trial Summary
Judgment proceedings

     * As of June 5, 2014, hearing postponed until further order
of the Court.

The next scheduled event in this case: [None at press time]


   Lawsuit No. 19
   --------------
Reid v. USA, Case No. 14-152 (Ct. Fed. Cl. filed Feb. 26, 2014)
(Sweeney, J.)

Plaintiff's Lawyers: Robert C. Schubert
                     Noah M. Schubert
                     Miranda P. Kolbe
                     SCHUBERT JONCKHEER & KOLBE LLP

                          - and -

                     Edward F. Haber
                     SHAPIRO HABER & URMY LLP

Plaintiff's Causes of Action:

     19-1: Derivatively on behalf of FNMA, unlawful taking without
just compensation under the Fifth Amendment to the U.S.
Constitution

What the Plaintiff says it wants the Court to do:

     19-A: Derivatively on behalf of FNMA, finding that the United
States has unlawfully taken the private property of Fannie Mae for
public use without just compensation in violation of the Takings
Clause of the Fifth Amendment to the U.S. Constitution

     19-B: Derivatively on behalf of FNMA, determining and
awarding Fannie Mae just compensation for the Government's taking
of its property

What's happened in court in the past year: Awaiting answer

The next scheduled event in this case: 07/28/2014 -- Answer due


   Lawsuit No. 20
   --------------
Samuels, et al. v. Federal Housing Finance Agency, et al., Case
No. 13-cv-22399 (S.D. Fla. filed July 9, 2013) (Cooke, J.)

Plaintiffs' Lawyers: Charles Elsesser, Jr.
                     Meena Jagannath
                     Betsy Havens
                     COMMUNITY JUSTICE PROJECT
                        FLORIDA LEGAL SERVICES, INC.

Plaintiffs' Causes of Action:

     20-1: Violation of the Administrative Procedures Act

What the Plaintiffs say they want the Court to do:

     20-A: Vacate and set aside as null and void FHFA's decision
to indefinitely suspend payments by Fannie Mae and Freddie Mac to
the Housing Trust Fund

     20-B: Declare that Federal Defendants have violated the
Administrative Procedure Act by acting in an arbitrary and
capricious manner. . . .

     20-C: Order the FHFA to instruct Fannie Mae and Freddie Mac
that Federal Defendants' challenged decisions to withhold payments
from the Housing Trust Fund were null and void and that Fannie Mae
and Freddie Mac must proceed as if those decisions had never taken
place

What's happened in court in the past year:

     * Amended Complaint Filed (Doc. 30)

     * Motion to Dismiss Filed (Doc. 41)

     * Response Filed (Doc. 52)

     * Reply Filed (Doc. 61)

     * Discovery battle underway

     * Mediation, pending discovery resolution, extended to Aug.
31, 2104. See Doc. 79.

The next scheduled event in this case: [None at press time]


   Lawsuit No. 21
   --------------
Shipmon v. USA, Case No. 13-672 (Ct. Fed. Cl. filed Sept. 12,
2013)

Plaintiff's Lawyers: Noah M. Schubert
                     Robert C. Schubert
                     Miranda P. Kolbe
                     SCHUBERT JONCKHEER & KOLBE LLP

                          - and -

                     Edward F. Haber
                     SHAPIRO HABER & URMY LLP

Plaintiff's Causes of Action:

     21-1: Derivatively on behalf of FNMA, unlawful taking without
just compensation under the Fifth Amendment to the U.S.
Constitution

What the Plaintiff says it wants the Court to do:

     21-A: Derivatively on behalf of FNMA, finding that the United
States has unlawfully taken the private property of Fannie Mae for
public use without just compensation in violation of the Takings
Clause of the Fifth Amendment to the U.S. Constitution

     21-B: Determining and awarding Fannie Mae just compensation
for the Government's taking of its property

What's happened in court in the past year: [Consolidated with
Fisher v. United States, Case No. 13-608 (Ct. Fed. Cl.)]

The next scheduled event in this case: [None at press time]


   Lawsuit No. 22
   --------------
Washington Federal, et al. v. USA, Case No. 13-385 (Ct. Fed. Cl.
filed June 10, 2013) (Sweeney, J.)

Plaintiffs' Lawyers: Steve W. Berman
                     HAGENS BERMAN SOBOL SHAPIRO LLP

Plaintiffs' Causes of Action:

     22-1: Illegal taking and/or exaction without just
compensation in violation of the U.S. Constitution
Class action status and certification

What the Plaintiffs say they want the Court to do:

     22-A: Finding that the Defendant has taken and/or illegally
exacted Plaintiffs' and the Classes' private property in violation
of the Due Process and Takings Clauses of the Constitution

     22-B: Determining and awarding Plaintiffs and the Classes
damages suffered by them by virtue of the Defendant's taking
and/or illegal exaction in the amount of $41 billion, or some
other amount to be determined at trial

What's happened in court in the past year:

     * Government's Motion to Dismiss Filed (Doc. 31)

     * Briefing regarding the motion to dismiss is stayed pending
the conclusion of jurisdictional discovery in Fairholme. Once the
parties in Fairholme file a postdiscovery joint status report, the
court will issue an order in this case regarding further
proceedings.  See Doc. 44.

The next scheduled event in this case: [None at press time]

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FREEDOM STATE BANK: Closed; Alva State Bank Assumes All Deposits
----------------------------------------------------------------
The Freedom State Bank, Freedom, Oklahoma, was closed by the
Oklahoma State Banking Department, which appointed the Federal
Deposit Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Alva State Bank & Trust Company, Alva, Oklahoma, to
assume all of the deposits of The Freedom State Bank.

The sole branch of The Freedom State Bank will reopen as a branch
of Alva State Bank & Trust Company during its normal business
hours. Depositors of The Freedom State Bank will automatically
become depositors of Alva State Bank & Trust Company.  Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.

Customers of The Freedom State Bank should continue to use their
existing branch until they receive notice from Alva State Bank &
Trust Company that it has completed systems changes to allow other
Alva State Bank & Trust Company branches to process their accounts
as well.

Friday evening and over the weekend, depositors of The Freedom
State Bank can access their money by writing checks or using ATM
or debit cards. Checks drawn on the bank will continue to be
processed. Loan customers should continue to make their payments
as usual.

As of March 31, 2014, The Freedom State Bank had approximately
$22.8 million in total assets and $20.9 million in total deposits.

Alva State Bank & Trust Company will pay the FDIC a premium of 1.0
percent to assume all of the deposits of The Freedom State Bank.
In addition to assuming all of the deposits of the failed bank,
Alva State Bank & Trust Company agreed to purchase approximately
$17.7 million of the failed bank's assets.  The FDIC will retain
the remaining assets for later disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $5.8 million.  Compared to other alternatives, Alva
State Bank & Trust Company's acquisition was the least costly
resolution for the FDIC's DIF.  The Freedom State Bank is the 12th
FDIC-insured institution to fail in the nation this year, and the
second in Oklahoma.  The last FDIC-insured institution closed in
the state was The Bank of Union, El Reno, on January 24, 2014.


GENCO SHIPPING: Deadline to Confirm Plan Extended to July 3
-----------------------------------------------------------
Genco Shipping & Trading Limited, certain of its subsidiaries, and
certain of its creditors entered into a written consent under its
Restructuring Support Agreement dated as of April 3, 2014, as
amended.  Under the written consent, the deadline for confirmation
of the plan of reorganization of the Company and certain of its
subsidiaries under their ongoing Chapter 11 bankruptcy proceedings
was extended to July 3, 2014.

                  Amends Employment Pact with CFO

On June 23, 2014, Genco Shipping & Trading Limited entered into a
letter agreement with John C. Wobensmith to amend his employment
agreement with the Company dated Sept. 21, 2007, as previously
amended to date.  Mr. Wobensmith serves as the Company's chief
financial officer, principal accounting officer, and secretary.
In connection with the Prepackaged Plan of Reorganization proposed
in the Company's ongoing Chapter 11 bankruptcy case, Mr.
Wobensmith has been identified to serve as an officer of the
reorganized Company subject to the occurrence of the effective
date under the Prepack Plan.  The Prepack Plan provides for the
implementation of a 2014 Management Incentive Plan.  Mr.
Wobensmith and other individuals are to receive allocations of
awards under the MIP to be made following the Effective Date of
the Prepack Plan.  Under the letter agreement, Mr. Wobensmith
acknowledges, agrees to, and waives his right to object to the
assumption of the Genco Employment Agreement as amended by the
letter agreement in connection with the Prepack Plan.  In
addition, if the specific allocation under the MIP to Mr.
Wobensmith is not reasonably satisfactory to him, he may elect to
terminate his employment and receive a lump sum payment of
$2,000,000 along with unpaid amounts owed to him and other amounts
and benefits to which he may be entitled under applicable plans,
programs, arrangements, and agreements.  In the event of such
election, Mr. Wobensmith is to remain employed by the reorganized
Company for a period of up to 60 days, during which he would
provide transition assistance.  The amendments contained in the
letter agreement are subject to the occurrence of the Effective
Date under the Prepack Plan.

                          Files Initial MOR

On June 27, 2014, the Debtors filed their initial monthly
operating report for the period from April 21, 2014, through
May 31, 2014.

The Debtors reported a net loss of $17.18 million on $14.51
million of total revenues for the month ended May 31, 2014.
The Company's balance sheet at May 31, 2014, showed $2.38 billion
in total assets, $1.47 billion in total liabilities and $914.08
million in total equity.

The Debtors had total cash receipts of $36.26 million and total
cash disbursements of $47.69 million for the period.

A copy of the Monthly Operating Report is available for free at:

                     http://goo.gl/I6u3Sg

                 About Genco Shipping & Trading

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

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

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

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

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

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

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

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

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

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

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

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

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


GLOBAL GEOPHYSICAL: Court Approves Lazard as Panel's Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Global
Geophysical Services Inc. and its debtor-affiliates sought and
obtained permission from the Hon. Richard S. Schmidt from the U.S.
Bankruptcy Court for the Southern District of Texas to retain
Lazard Freres & Co. LLC and Lazard Middle Market LLC, as financial
advisors and investment bankers to the Committee, effective Apr.
22, 2014.

The Committee requires Lazard to:

   (a) review and analyze the business, operations and financial
       projections of the Company;

   (b) evaluate the Company's debt capacity in light of its
       projected cash flows;

   (c) review and provide an analysis of any proposed capital
       structure for the Company;

   (d) review and provide an analysis of any valuation of the
       Company or its assets;

   (e) advise and attend meetings of the Committee as well as
       meetings with the Company or other third parties as
       appropriate in connection with the matters set forth in the
       Engagement Letter;

   (f) advise and assist the Committee in evaluating the financial
       aspects of any financing by the Company;

   (g) review and provide an analysis of any restructuring plan
       proposed by any party;

   (h) assist the Committee in connection with the financial
       aspects of negotiations with the Company;

   (i) review and evaluate any process conducted by the Company to
       sell or monetize an ownership interest or any other asset
       of the Company;

   (j) assist the Committee in the evaluation of strategic
       alternatives potentially available to the Company;

   (k) provide testimony, as necessary, with respect to matters on
       which Lazard has been engaged to advise the Committee in
       any proceeding before the Bankruptcy Court and, if
       necessary, other relevant courts; and

   (l) provide such other financial advisory services as the
       Committee may from time to time reasonably request and
       which are customarily provided by financial advisors in
       similar situations.

The Committee seeks the following consideration, payable by the
Debtors, for Lazard's services (the "Fee Structure"):

       (a) Monthly Fee

           i. A fee of $100,000 per month (with the Monthly Fee
              for the month of April to be prorated to $30,000).
              All accrued Monthly Fees shall be paid promptly
              following the approval of Lazard's engagement under
              the Engagement Letter by the Bankruptcy Court; each
              Monthly Fee payable thereafter shall be paid in
              advance on the first day of each calendar month.
              The Monthly Fee shall be paid in accordance with,
              and subject to, any applicable order entered by the
              Bankruptcy Court.

          ii. 50% of all Monthly Fees paid in respect of any month
              after the first four months following the execution
              of the Engagement Letter shall be credited against
              any Restructuring Fee payable.

       (b) Restructuring Fee. A fee payable upon the earlier of
           (i) the confirmation and effectiveness of a plan of
           reorganization and (ii) the consummation of a
           Restructuring, of $875,000.

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

Andrew J. Torgove, managing director of Lazard Middle Market 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.

Lazard can be reached at:

       Andrew J. Torgove
       LAZARD MIDDLE MARKET LLC
       600 Fifth Avenue, Eighth Floor
       New York, NY 10020
       Tel: +1 (212) 758-8575
       Fax: +1 (212) 758-3833

             About Global Geophysical, Autoseis et al.

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

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

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

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

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


GLOBAL GEOPHYSICAL: Hires Hilco Industrial as Sales Agent
---------------------------------------------------------
Global Geophysical Services, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Hilco Industrial, LLC as marketing and
sales agent.

Hilco Industrial, together with Alex Lyon & Son Sales Managers and
Auctioneers, Inc., as joint venture partners, has agreed to
provide the Debtors with certain liquidation services regarding
the Debtors' De Minimis Assets, including, but not limited to, the
strategic marketing of the assets to potential buyers, conducting
sales negotiations, and holding sales auctions, as further
discussed herein.  As a general sales strategy, the De Minimis
Assets will be offered in two distinct phases including: a
private-treaty negotiated offering of a specific, mutually agreed-
upon group of assets to strategically chosen potential buyers, to
be followed by a global live and webcast-based auction sale to
sell any remaining assets.  The marketing plan will include, as
applicable, advertising in newspapers, and trade publications, the
development and distribution of a direct mail brochure or
postcard, listing the sales on Hilco's website, distributing e-
mail correspondence to prospects, and making direct contact with
prospective purchasers.  The De Minimis Asset Sale Agent will also
oversee all aspects of managing the sale of the assets including
qualifying prospects, previewing the assets, marshaling and
arranging the assets for sale, lotting and cataloging,
photographing, conducting the auction sale, and supervising the
removal of the assets.

The De Minimis Asset Sales Agent has guaranteed that the Debtors
will not receive less than $2,500,000 (the "Guaranteed Amount") on
account of the sale of the De Minimis Assets.  Upon entry of the
order approving the De Minimis Asset Sales Agent's retention, the
De Minimis Asset Sales Agent will commence its marketing efforts
and, to the extent applicable, relocation of the De Minimis Assets
to the De Minimis Asset Sales Agent's sale yards After the De
Minimis Asset Sales Agent's payment of the Guaranteed Amount to
the Debtors, the De Minimis Asset Sales Agent shall be entitled to
retain all gross sale proceeds up to the Guaranteed Amount and an
additional $110,000.

After these amounts have been satisfied through sales proceeds,
any further proceeds from the sale of assets, including any
buyer's premiums, shall be shared between the Debtors and the De
Minimis Asset Sales Agent, at percentage rates of 80% to the
Debtors and 20% to the De Minimis Asset Sales Agent.

Ian S. Fredericks, vice president and assistant general counsel of
Hilco Trading, LLC, the managing member of Hilco Industrial, 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.

The Court for the Southern District of Texas will hold a hearing
on the application on Jul. 1, 2014, at 10:00 a.m.

Hilco Industrial can be reached at:

       Ian S. Fredericks
       HILCO TRADING, LLC
       5 Revere Drive, Suite 206
       Northbrook, IL 60062
       E-mail: ifredericks@hilcoglobal.com

             About Global Geophysical, Autoseis et al.

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

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

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

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

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


HALCON RESOURCES: S&P Affirms 'B' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed all its ratings,
including its 'B' corporate credit rating, on Houston-based Halcon
Resources Corp.  The outlook is stable.

"We affirmed the ratings following our assessment of Halcon's
business risk as weak, which is an improvement from our previous
assessment of vulnerable," said Standard & Poor's credit analyst
Ben Tsocanos.

S&P views the company's business as improved because of the
favorable effect on profitability of strong light oil production
growth through development of its sizable acreage position,
including in the Williston basin in North Dakota and east Texas
Eagle Ford properties in Texas.  The recent successful sale of
noncore Woodbine assets in east Texas helps Halcon to fund
development of these properties, and its acreage in the more
prospective Tuscaloosa Marine Shale (TMS) play in Louisiana and
Mississippi.

S&P's "weak" assessment of Halcon's business risk reflects the
company's limited reserves and production, aggressive growth
strategy, and participation in the volatile and capital intensive
oil and gas industry.  These weaknesses are adequately offset at
the rating level by an oil-weighted reserve profile, an
experienced management team, and extensive acreage holdings in
multiple onshore liquids-rich U.S. basins. Standard & Poor's
characterizes Halcon's financial risk as "highly leveraged",
reflecting substantial debt and uncertainty regarding the level
and source of capital required to develop this broad collection of
properties.  S&P views Halcon's liquidity as "adequate" based on
its expectation that the company's sources of liquidity will cover
uses by at least 1.2x for the next 12 to 18 months.

The stable rating outlook reflects Standard & Poor's expectation
that Halcon Resources will achieve its ambitious cost-reduction
and production-growth targets while maintaining projected leverage
of less than 5x debt to EBITDA and adequate liquidity.  To meet
its financial goals while funding an aggressive capital spending
program, Halcon will likely have to obtain significant external
funding.

S&P would consider a negative rating action if the company faced
material liquidity issues that limited its access to capital to
fund its growth or if debt to EBITDA exceeded 5x without a clear
path to improvement.

S&P would consider a positive rating action if Halcon achieved its
growth objectives while maintaining debt to EBITDA of 4x or lower,
improving liquidity, and managing capital spending closer to
internally generated cash flow.


HDGM ADVISORY: July 7 Hearing on Chapter 7 Conversion Bid
---------------------------------------------------------
The Bankruptcy Court will convene a hearing on July 7, 2014, at
10:00 a.m., to consider the motion to convert the Chapter 11 cases
of HDGM Advisory Services, LLC, et al., to those under Chapter 7
of the Bankruptcy Code.

On June 6, creditors GPIF-I Equity Co., Ltd., GPIF-I Finance Co.,
Ltd., filed a motion to convert, stating that within days after
entry of a nearly $6.8 million judgment in favor of the Funds on
the Funds' contract claims against the Debtors, and days before
the trial of the Funds' additional but related fraud and other
claims against the Debtors and the Debtors' principal, Harold
Garrison, the Debtors commenced their chapter 11 cases.  The
Debtors made clear the purpose of their bankruptcy filings -- to
stymie the Funds' ability to collect from the Debtors or Garrison
on any claims -- by immediately seeking an injunction to prevent
the Funds' litigation against Garrison from going forward on the
merits.

According to the Funds, the Debtors have no prospect of
rehabilitation, and conversion is the most appropriate option.
Conversion will maximize the collection and preservation of assets
for creditors and help facilitate a resolution to the current
dispute over the Funds' ability to pursue their claims against
Garrison while preserving the rights of the Debtors' estate in a
way that allowing the Debtors to remain in possession in Chapter
11 will not.

The Funds also assert in the litigation that the Debtors and
Garrison misappropriated the Funds' assets by withdrawing nearly
$6 million in alleged "financing fees" from the Funds' accounts.

On May 28, 2014, the Hon. James M. Carr directed the joint
administration the cases of HDGM Advisory Services, LLC, and HDG
Mansur Investment Services, Inc., under the lead case -- HDGM
Advisory, Case No. 14-04797.

                   About HDGM Advisory Services

HDGM Advisory Services, LLC, and HDG Mansur Investment Services,
Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind.
Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on May
21, 2014.

HDGH Advisory disclosed $20,257,001 in assets and $7,991, 590 in
liabilities as of the Chapter 11 filing.  HDG Mansur disclosed
$20,454,819 in assets and $12,377,542 in liabilities.  According
to a court filing, the Debtors don't have any secured creditors.

The cases are assigned to Judge James M. Carr.

The Debtors have tapped Michael W. Hile, Esq., Christine K.
Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as
counsel.

According to the docket, the deadline for governmental entities to
file claims is on Nov. 17, 2014.

An affiliate of the Debtors, Hamilton Proper Partners Golf
Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind.
Case NO. 14-00461) on Jan. 24, 2014.


HDGM ADVISORY: Katz & Korin Approved as Bankruptcy Counsel
----------------------------------------------------------
The Bankruptcy Court authorized HDGM Advisory Services, LLC, et
al., to employ Katz & Korin, PC as counsel.

The primary attorneys and paralegals of K&K who will represent
Debtors and their standard hourly rates are:

      Michael W. Hile, partner                  $400
      Christine K. Jacobson, partner            $400
      Henry Mestetsky, associate                $300
      Sara Dowden, paralegal                    $150
      David Young, legal assistant              $150

Prior to the Petition Date, K&K received from the Debtor a $2,836
prepetition retainer for services to be rendered in connection
with the cases, and payment of filing fee costs.

To the best of the Debtors' knowledge, the firm is a
"disinterested person" as the term is defined by Section 101(14)
of the Bankruptcy Code.

The counsel can be reached at:

         Michael W. Hile, Esq.
         Christine K. Jacobson, Esq.
         Henry Mestetsky, Esq.
         KATZ & KORIN, PC
         334 North Senate Avenue
         Indianapolis, IN 46204-1708
         Tel: (317) 464-1100
         Fax: (317) 464-1111
         Fax: mhile@katzkorin.com
              cjacobson@katzkorin.com
              hmestetsky@katzkorin.com

                   About HDGM Advisory Services

HDGM Advisory Services, LLC, and HDG Mansur Investment Services,
Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind.
Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on
May 21, 2014.  On May 28, 2014, the Hon. James M. Carr directed
the joint administration the cases of HDGM Advisory Services, LLC,
and HDG Mansur Investment Services, Inc., under the lead case --
HDGM Advisory, Case No. 14-04797.

HDGH Advisory disclosed $20,257,001 in assets and $7,991, 590 in
liabilities as of the Chapter 11 filing.  HDG Mansur disclosed
$20,454,819 in assets and $12,377,542 in liabilities.  According
to a court filing, the Debtors don't have any secured creditors.

The cases are assigned to Judge James M. Carr.

The Debtors have tapped Michael W. Hile, Esq., Christine K.
Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as
counsel.

According to the docket, the deadline for governmental entities to
file claims is on Nov. 17, 2014.

An affiliate of the Debtors, Hamilton Proper Partners Golf
Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind.
Case NO. 14-00461) on Jan. 24, 2014.


HDGM ADVISORY: Schedules of Assets and Liabilities Filed
--------------------------------------------------------
HDG Mansur Investment Services filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $20,454,819
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $12,377,542
                                 -----------      -----------
        Total                    $20,454,819      $12,377,542

In a separate filing, HDGH Advisory Services, LLC, disclosed
$20,257,001 in assets and $7,991,590 in liabilities.

Copies of the schedules are available for free at:

     http://bankrupt.com/misc/HDGMADVISORY_29_sal.pdf
     http://bankrupt.com/misc/HDGMADVISORY_54_sal.pdf

On June 6, the Court ordered that the Debtors have until July 7 to
file incomplete filings of the schedules and statement of
financial affairs.

In a separate docket entry, the U.S. Trustee scheduled for June
24, 2014, the meeting of creditors in the Debtors case.  The
meeting was to be held at Room 416A U.S. Courthouse, Indianapolis.
Objections to dischargeability are due by Aug. 25.

                   About HDGM Advisory Services

HDGM Advisory Services, LLC, and HDG Mansur Investment Services,
Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind.
Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on
May 21, 2014.  On May 28, 2014, the Hon. James M. Carr directed
the joint administration the cases of HDGM Advisory Services, LLC,
and HDG Mansur Investment Services, Inc., under the lead case --
HDGM Advisory, Case No. 14-04797.

HDGH Advisory disclosed $20,257,001 in assets and $7,991, 590 in
liabilities as of the Chapter 11 filing.  HDG Mansur disclosed
$20,454,819 in assets and $12,377,542 in liabilities.  According
to a court filing, the Debtors don't have any secured creditors.

The cases are assigned to Judge James M. Carr.

The Debtors have tapped Michael W. Hile, Esq., Christine K.
Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as
counsel.

According to the docket, the deadline for governmental entities to
file claims is on Nov. 17, 2014.

An affiliate of the Debtors, Hamilton Proper Partners Golf
Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind.
Case NO. 14-00461) on Jan. 24, 2014.


HDGM ADVISORY: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
HDG Mansur Investment Services, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Indiana a list of
its largest unsecured creditors, disclosing:

   Name of Creditor          Nature of Claim     Amount of Claim
   ----------------          ----------------    ---------------
GPIF-I Equity Co., Ltd.                          $5,818,682
Strathvale House
P.O. Box 513 GT
N. Church. St., Georgetown
Grand Cayman, Cayman Islands

State Bank of Lizton            Bank Loan        $2,525,618
206 North State Street
Lizton, IN 46149

Mintz Levin Cohn Ferris         Services           $484,357
Glovsky Popeo PC
c/o Francis Earley
666 Third Avenue
New York, NY 10017

National Bank of Indiapolis     Bank Loan          $111,418

Recall Secure Destruction       Trade Debt          $15,268
Service, Inc.

Katz, Sapper & Miller           Services            $15,125

Ice Miller, LLP                 Services             $9,189

Riley Bennett & Egloff, LLP     Services             $2,087

Air Watch, LLC                  Trade Debt             $310

IU Health Occupational          Trade Debt             $138
Services

Denison Parking, Inc.           Trade Debt              $32

KFH Capital Investment          Services                 $0
Company K.S.C.C.

Investors in Finzel Reach       Services                 $0
Ltd. Project

In a separate filing, Debtor HDGM Advisory Services, LLC also
filed a list of its largest unsecured creditors, disclosing:

   Name of Creditor          Nature of Claim     Amount of Claim
   ----------------          ----------------    ---------------
GPIF-I Equity Co., Ltd.         Services         $5,818,682
Strathvale House
P.O. Box 513GT
N. Church St., Georgetown
Grand Cayman, Cayman Islands

Mintz Levin Ferris              Services           $484,357
Glovsky & Popeo P.C.
c/o Francis Earley
666 Third Avenue
New York, NY 10017

Ice Miller, LLP                 Trade Debt           $7,056
One American Square, Suite 2900
Indiana, IN 46282

Investors in GPIF Funds (132)   Services                 $0

                   About HDGM Advisory Services

HDGM Advisory Services, LLC, and HDG Mansur Investment Services,
Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind.
Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on
May 21, 2014.   On May 28, 2014, the Hon. James M. Carr directed
the joint administration the cases of HDGM Advisory Services, LLC,
and HDG Mansur Investment Services, Inc., under the lead case --
HDGM Advisory, Case No. 14-04797.

HDGH Advisory disclosed $20,257,001 in assets and $7,991, 590 in
liabilities as of the Chapter 11 filing.  HDG Mansur disclosed
$20,454,819 in assets and $12,377,542 in liabilities.  According
to a court filing, the Debtors don't have any secured creditors.

The cases are assigned to Judge James M. Carr.

The Debtors have tapped Michael W. Hile, Esq., Christine K.
Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as
counsel.

According to the docket, the deadline for governmental entities to
file claims is on Nov. 17, 2014.

An affiliate of the Debtors, Hamilton Proper Partners Golf
Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind.
Case NO. 14-00461) on Jan. 24, 2014.


IDERA PHARMACEUTICALS: To Issue 6MM Shares Under Incentive Plan
---------------------------------------------------------------
Idera Pharmaceuticals, Inc., filed a Form S-8 prospectus with the
U.S. Securities and Exchange Commission to register 6,000,000
shares of common stock issuable under the Company's 2013 Stock
Incentive Plan for a proposed maximum aggregate offering price of
$18.1 million.  A full-text copy of the Form S-8 registration
statement is available for free at http://goo.gl/vvFKCP

                     About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

Idera Pharmaceuticals reported a net loss of $18.22 million in
2013, a net loss of $19.24 million in 2012 and a net loss of
$23.77 million in 2011.  As of March 31, 2014, the Company had
$72.24 million in total assets, $5.35 million in total liabilities
and $66.88 million in total stockholders' equity.


HYDROCARB ENERGY: To Issue 300,000 Shares Under Option Plan
-----------------------------------------------------------
Hydrocarb Energy Corporation filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement relating to
the issuance of 300,000 shares of the Company's common stock
issuable under the Company's Employee Stock and Stock Option Plan.
The proposed maximum aggregate offering price is $1.2 million.  A
full-text copy of the prospectus is available at:

                     http://goo.gl/cZxWx9

                    About Hydrocarb Energy

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

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

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


IMAGEWARE SYSTEMS: Bruce Toll Reports 4.9% Equity Stake
-------------------------------------------------------
Bruce Toll and his affiliates disclosed in an amended Schedule 13D
filed with the U.S. Securities and Exchange Commission that as of
June 24, 2014, they beneficially owned 4,594,806 shares of common
stock of ImageWare Systems, Inc., representing 4.98 percent of the
shares outstanding.  The reporting persons previously held
4,604,806 common shares as of July 11, 2013.  A copy of the
regulatory filing is available for free at http://goo.gl/pSpFbK

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

Imageware Systems incurred a net loss of $9.84 million in 2013, a
net loss of $10.19 million in 2012 and a net loss of $3.18 million
in 2011.  As of March 31, 2014, the Company had $7.59 million in
total assets, $3.99 million in total liabilities and $3.60 million
in total shareholders' equity.


INDEMNITY INSURANCE: A.M. Best Changes Fin. Strength Rating to 'F'
------------------------------------------------------------------
A.M. Best Co. has changed the financial strength rating to F (In
Liquidation) from E (Under Regulatory Supervision) while the
issuer credit rating remains "rs" for Indemnity Insurance
Corporation, RRG (IIC) (Wilmington, DE).

The rating action follows the issuance of a Liquidation and
Injunction Order by the Court of Chancery of the State of Delaware
on April 10, 2014.  The Liquidation and Injunction Order placed
IIC in liquidation and appointed the Insurance Commissioner of the
State of Delaware as receiver.


KEEN EQUITIES: Seeks to Extend Exclusive Periods Through Dec. 5
---------------------------------------------------------------
Keen Equities, LLC filed a motion with the U.S. Bankruptcy Court,
seeking to extend for a second time the exclusive periods to file
a plan of reorganization and solicit acceptances for that Plan,
for an additional 120 days through Oct. 10, 2014 and Dec. 5, 2014,
respectively.

In this single asset real estate case, the Debtor does not expect
any other creditor to file a competing plan.  However, the Debtor
seeks to extend exclusivity to maintain control over the plan
process.

Keen Equities, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 13-46782) on Nov. 12, 2013.  The petition was signed by
Y.C. Rubin as manager.  The Debtor disclosed total assets of $15.1
million and total liabilities of $6.84 million.  Judge Nancy
Hershey Lord presides over the case.  Goldberg Weprin Finkel
Goldstein LLP serves as the Debtor's counsel.


KID BRANDS: Has Interim DIP Loan OK, Final Hearing on July 14
-------------------------------------------------------------
Judge Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey gave Kid Brands, Inc., et al., interim
authority to obtain postpetition financing from Salus Capital
Partners, LLC, as administrative and collateral agent, and
Sterling National Bank.

The DIP Lenders committed to provide $49 million in financing,
consisting of (i) $27 million in Aggregate Tranche A Commitments,
and (ii) $22 million in Aggregate Tranche A-1 Commitments.  The
DIP Loan matures on June 15, 2015.

The Debtors are also given interim authority to use cash
collateral securing their prepetition indebtedness.  As of the
Petition Date, there is approximately $44,437,238 of outstanding
principal amount owing by the Debtors under the Prepetition
Revolving Facility.  The Prepetition Secured Obligations mature on
or before Dec. 21, 2016.

Judge Steckroth overruled all objections to the Interim Financing
to the extent not withdrawn or resolved, including the objection
raised by Allied Hill Enterprise, Ltd., a supplier of infant and
juvenile consumer products to the Debtors that holds a perfected
liens secure total debt of $1,203,387.  Allied Hill complained
that the DIP Motion makes no provision to provide adequate
protection to Allied.  The Interim DIP Order provides that Allied
Hill is granted replacement liens on all of the Debtors? right,
title and interest in the assets of Debtor Sassy, Inc., to the
same extent and with the same priority that Allied Hill had in
those assets prior to the Petition Date.  The Interim Order
provides that it does not prejudice the rights of any party in
interest including, but not limited, to the Debtors, the DIP
Agent, and any Statutory Committee to challenge the validity,
priority, enforceability, seniority, avoidability, perfection or
extent of Allied Hill?s asserted prepetition lien and/or security
interest.

The Final Hearing to consider entry of the Final Order and final
approval of the DIP Facility is scheduled for July 14, 2014 at
10:00 a.m. (ET).  Objections, if any, must be submitted on or
before July 10 and served upon: (a) Lowenstein Sandler LLP (Attn:
Kenneth A. Rosen, Esq., and S. Jason Teele, Esq.) counsel to the
Debtors, (b) the Office of the United States Trustee for the
District of New Jersey; (c) counsel to any Statutory Committee;
and (d) Choate, Hall & Stewart LLP (Attn: John F. Ventola, Esq. --
jventola@choate.com -- and Douglas R. Gooding, Esq. --
dgooding@choate.com ) and Greenberg Traurig, LLP (Attn: Alan J.
Brody, Esq. -- brodya@gtlaw.com ), attorneys for the DIP Agent and
the Prepetition Senior Agent.

A full-text copy of the Interim DIP Order with Budget is available
for free at http://bankrupt.com/misc/KIDBRANDSdipord0624.pdf

                       About Kid Brands

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

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


KID BRANDS: Has Interim Authority to Pay Critical Vendors
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave Kid
Brands, Inc., et al., interim authority to pay critical vendor
claims in an aggregate amount not to exceed $500,000.  As a
condition to the treatment as a Critical Vendor and payment of
Critical Vendor Claims, the individual Critical Vendor must
continue supplying goods and services to the Debtors on terms that
are the same as or more favorable to the Debtors as the most
favorable trade terms, practices and programs in effect between
the Critical Vendor and the Debtors in the 12 months prior to the
Petition Date.

The final hearing date will be July 14, 2014, at 10:00 a.m.,
prevailing Eastern Time.  Any objections must be filed on or
before July 10.

                       About Kid Brands

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

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


KID BRANDS: Can Employ Rust Omni as Claims & Admin. Agent
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Kid Brands, Inc., et al., to employ Rust
Consulting/Omni Bankruptcy as claims and noticing agent.  The
Debtors separately obtained Court authority to employ Rust Omni as
administrative agent.

                       About Kid Brands

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

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


LDK SOLAR: Provides Update on Provisional Liquidation
-----------------------------------------------------
LDK Solar Co., Ltd., in provisional liquidation and its Joint
Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of
Zolfo Cooper (Cayman) Limited, provided an update on the Company's
on-going provisional liquidation of the Company as sanctioned by
the Grand Court of the Cayman Islands on Feb. 27, 2014.

With respect to the announcement by the Company on March 28, 2014,
of its receipt of the various signature pages to the restructuring
support agreement relating to the 10% Senior Notes due 2014, the
restructuring support agreement relating to the convertible
preferred shares of an affiliate of the Company and involving
claims against the Company, and the commitment letter from Heng
Rui Xin Energy (HK) Co., Limited, relating to the interim
financing by the Company up to an aggregate principal amount of
US$14 million, the Cayman Court sanctioned each of them at a
hearing on April 2, 2014.

Initially, following the Sanction Hearing, the JPLs encountered
delays in obtaining the full amount of the Interim Financing.  To
date, however, the JPLs have received an aggregate of US$10.8
million in Interim Financing through a combination of HRX advances
and internally generated funds from the Company.

The Interim Financing received to date is sufficient to enable the
restructuring to continue to be progressed, although further
funding is required to complete the restructuring.  The JPLs are
working with their advisors and the Company's management to pursue
a number of potential options to raise the funding required to
meet the agreed commitments under the Senior Notes RSA and the
Preferred Obligations RSA, as well as the costs of the offshore
restructuring process and the forecasted offshore working capital
requirements of the Company.

The JPLs, supported by their advisors and the Company, continue to
consider and progress discussions with a number of parties in
respect of the Exit Financing and remain hopeful that commitments
for the Exit Financing can be secured in the near term.  The JPLs
will seek binding commitments for the Exit Financing prior to
applying to the Cayman Court for orders convening meetings of
creditors to ensure that the offshore restructuring can be
successfully completed.  Any delays in raising the Exit Financing
will impact the timetable for the completion of the offshore
restructuring.

The Company said a further update will be provided once the Exit
Financing discussions have been concluded and the JPLs are in a
position to proceed with applying to the Cayman Court for orders
convening meetings of creditors in relation to the offshore
restructuring.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LEE'S FORD: Court Enters Final Decree Closing Case
--------------------------------------------------
The U.S. Bankruptcy Court has sustained the motion file by Lee's
Ford Dock, Inc. et al., for a final decree and closed the Debtors'
bankruptcy cases.

The Reorganized Debtors submit that their Estates have been fully
administered and there has been substantial consummation of the
Plan.  Section 12.6 of the Plan provides that "[s]ubstantial
consummation shall occur when the Reorganized Debtors have made
Distributions to holders of Allowed Class 6 Claims set forth in
Section 5.6 [of the Plan], which Distributions have resulted in
payment of all Class 6 claims (except those of [James D. Hamilton]
in full)."

The Reorganized Debtors made distributions and fully satisfied all
Allowed Class 6 Claims, except those of the Debtors' principal,
James D. Hamilton, on April 30, 2014.

The Reorganized Debtors filed their "Final Report in Chapter 11
Proceeding" together with their motion for final decree.

According to the Debtors' request, because there has been
substantial consummation of the Plan and the Estates are fully
administered with the only remaining matters being the making of
Plan payments on time, the Court should enter a final decree
closing these Chapter 11 cases prior to June 30, 2014.

                        About Lee's Ford

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.    The
petition was signed by James D. Hamilton, president.

The Debtors collectively operate as "Lee's Ford Resort & Marina" -
- http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

The Debtors disclosed $21,225,899 in assets and $13,339,745 in
liabilities as of the Chapter 11 filing.

Attorneys at DelCotto Law Group PLLC, in Lexington, Ky., serve as
the Debtors' counsel.  Smith, Currie & Hancock LLP serves as
special counsel to advise and assist the Debtor in connection with
its pursuit of claims against the U.S. Army Corps of Engineers.
Venters Law Office serves as special counsel to advise and assist
the Debtor in connection with the prosecution and defense of
general litigation matters, including the collection of unpaid
boat slip rental fees, and any other specific matters in
connection therewith.

An official committee has not been appointed in the bankruptcy
case of Lee's Ford Dock Inc. because an insufficient number of
persons holding unsecured claims against the Debtor have expressed
interest in serving on a committee.


LIGHTSQUARED INC: Ergen Sidelined in Battle with Falcone
--------------------------------------------------------
Alexandra Stevenson, writing for The New York Times' DealBook,
reported that the bitter battle between the billionaires Charles
W. Ergen and Philip A. Falcone over LightSquared, the bankrupt
wireless broadband company, appears to be nearing an end.

LightSquared has devised a plan to emerge from bankruptcy with the
participation of all of its creditors except Mr. Ergen, the
satellite television mogul and chairman of Dish Network and
EchoStar, the DealBook reported, citing court-appointed mediator,
Judge Robert D. Drain.  Mr. Ergen, who left one of the three
mediation sessions with creditors without Judge Drain?s
permission, had not "participated in the mediation in good faith"
and "wasted the parties and the mediator?s time and resources,"
the judge wrote in a memorandum filed in court.

                     About LightSquared Inc.

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

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

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

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


LV HARMON: Files for Chapter 11 in Las Vegas
--------------------------------------------
LV Harmon LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 14-14360) in Las Vegas on June 25, 2014, without
stating a reason.

The New York-based company estimated $100 million to $500 million
in assets and more than $500 million in debt.

The case is assigned to Judge August B. Landis.

According to the docket, the 11 U.S.C. Sec. 341(a) meeting of
creditors is slated for July 31, 2014.  The deadline to file
claims is Oct. 29, 2014.

The company is represented by Gordon Silver.

Affiliates LVH 2 TIC LLC, LVH 3 TIC LLC, WAICCS Las Vegas 3 LLC
and WG Las Vegas LLC also sought bankruptcy protection.


LV HARMON: Section 341(a) Meeting Scheduled for July 31
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of LV HARMON LLC
will be held on July 31, 2014, at 2:00 p.m. at 341s - Foley Bldg,
Rm 1500.  Last day to file proofs of claim will be on Oct. 29,
2014.

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

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

LV Harmon LLC and four of its affiliates filed separate Chapter 11
bankruptcy petitions (Bankr. D. Nev. Case Nos. 14-14361 to
14-14364) on June 25, 2014.  The petitions were signed by
Massimiliano Ferruzzi as authorized signatory.  The Debtors
estimated assets of at least $100 million and liabilities of
between $500 million to $1 billion.  Gordon Silver serves as the
Debtors' counsel.  Judge August B. Landis presides over the case.


MEMORIAL RESOURCE: S&P Retains 'B-' Rating on Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' issue-level
rating and '5' recovery rating on Houston-based Memorial Resource
Development Corp.'s senior unsecured notes due 2022 remain
unchanged following the company's $300 million upsizing of the
notes.  The upsize increased the notes to $600 million from the
previously anticipated $300 million.  The '5' recovery rating
indicates S&P's expectation for modest recovery (10%-30%) of
principal in the event of a payment default.

S&P's 'B' corporate credit rating on Memorial Resource Development
Corp. remains unchanged following the upsizing of the notes.  The
outlook remains stable.

S&P expects that the company will use the additional $300 million
in proceeds to repay a portion of the amount outstanding on its
revolving credit facility and to accelerate drilling in its
Terryville field.  S&P continues to forecast that leverage will
remain below 5x in its base-case scenario, which is in line with
the 'B' corporate credit rating.

Ratings List

Memorial Resource Development Corp.
Corporate credit rating                      B/Stable/--

Ratings Unchanged

Memorial Resource Development Corp.
*$600 mil sr unsec nts due 2022              B-
   Recovery rating                            5

*Includes $300 million upsize.


MERCANTILE BANCORP: Court Confirms 2nd Amended Liquidation Plan
---------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware on June 26, 2014, issued a findings of fact,
conclusions of law and order confirming Mercantile Bancorp, Inc.'s
Second Amended Plan of Liquidation, a full-text copy of which is
available for free at http://is.gd/Jz2wx0

There are two classes of claims under the Plan: Class 1 General
Unsecured Claims and Class 2 Equity Interests.  Both classes of
claims were impaired but holders of Class 2 Claims are deemed to
reject the Plan.  As evidenced by a certificate of voting, Class 1
has accepted the Plan; thus, one impaired class of claims has
voted to accept the Plan, as required by Section 1129 of the
Bankruptcy Code.  Holders of General Unsecured Claims are
estimated to recover 2.5% - 3.8% of the amount of their claims.
Holders of Equity Interests in Class 2 will receive no
distribution under the Plan.

The Debtor, a bank holding company incorporated for the purpose of
enabling Mercantile Bank to operate, sold its assets last year to
United Community Bancorp, Inc.  The Sale closed on Dec. 13, 2013.

The Second Amended Plan, dated June 26, was filed by Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and
Richard A. Chesley, Esq., Kimberly D. Newmarch, Esq., and Aaron M.
Paushter, Esq., at DLA Piper LLP (US), in Chicago, Illinois, on
behalf of the Debtor.

                      About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include
$61.9 million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the attorneys for the Debtor.

A three-member official committee of unsecured creditors was
appointed by the U.S. Trustee.

An official committee of trust preferred securities holders was
also appointed by the U.S. Trustee.  The TruPS Committee is
represented by Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Delaware; Morton R. Branzburg, Esq.,
at Klehr Harrison Harvey Branzburg LLP, in Philadelphia,
Pennsylvania; David R. Seligman, P.C., Esq., and Jeffrey W.
Gettleman, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois;
and Joseph Serino Jr., P.C., Esq., and John P. Del Monaco, Esq.,
at Kirkland & Ellis LLP, in New York.

In October 2013, the Bankruptcy Court authorized Mercantile
Bancorp, Inc.'s sale of its shares in Mercantile Bank and the
related trademark for Mercantile Bank's "M" Logo.  Mercantile
Bancorp entered into a stalking horse purchase agreement with
United Community Bancorp Inc., under which the Purchaser will pay
$22,277,000, less all amounts due and owing by the Bank to the
Federal Deposit Insurance Corporation and all broker's fees.


MICRO HOLDING: S&P Cuts Prelim Rating on 1st Lien Facility to B
---------------------------------------------------------------
Standard & Poor's Ratings Services said that Micro Holding Corp.
and MH Sub I LLC (Internet Brands) have changed the terms of their
proposed transaction.  The credit facility will now consist of a
five-year $75 million first-lien revolving credit facility, a $460
million first-lien term loan B, a $50 million delayed draw term
loan B, and a $170 million second-lien term loan.

S&P is revising its preliminary recovery rating on the company's
first-lien credit facility to '3', indicating its expectation for
meaningful (50% to 70%) recovery for first-lien lenders in the
event of a payment default, from '2' (70% to 90% recovery
expectation).  S&P is are subsequently lowering the preliminary
issue-level rating on this debt to 'B' from 'B+', in accordance
with its notching criteria.

The issue-level and recovery ratings on the second-lien term loan
are unchanged.  Under the new proposed structure, pro forma lease-
adjusted interest coverage is 2.7x, compared with 2.6x under the
original structure, because of the increased amount of first-lien
debt.  The amount of debt outstanding is essentially the same.

RATINGS LIST

Micro Holding Corp.
Corporate Credit Rating                    B (prelim)/Stable/--

Downgraded; Recovery Rating Revised
                                          To          From
Micro Holding Corp.
MH Sub I LLC
Senior Secured
  $75M revolver due 2019                   B (prelim) B+ (prelim)
   Recovery Rating                         3 (prelim) 2 (prelim)
  $460M* term loan B due 2021              B (prelim) B+ (prelim)
   Recovery Rating                         3 (prelim) 2 (prelim)
  $50M delayed draw term loan B due 2021   B (prelim) B+ (prelim)
   Recovery Rating                         3 (prelim) 2 (prelim)

Ratings Unchanged

Micro Holding Corp.
MH Sub I LLC
Senior Secured
  $170M* second-lien loan due 2022          CCC+ (prelim)
   Recovery Rating                          6 (prelim)

*Amount following change.


MICROVISION INC: To Issue 1.2 Million Shares Under Incentive Plan
-----------------------------------------------------------------
Microvision, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 prospectus to register 1,200,000 shares of
common stock issuable under the Company's 2013 MicroVision, Inc.
Incentive Plan for a proposed maximum aggregate offering price of
$2.46 million.  A full-text copy of the registration statement is
available at http://goo.gl/asPoKm

                       About Microvision Inc.

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

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

Moss Adams LLP, in Seattle, Washington, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.


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

Case No.: 14-24531

Chapter 11 Petition Date: June 26, 2014

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

Judge: Hon. Raymond B Ray

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

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Leslie Aho, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb14-24531.pdf


MILLER HEIMAN: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which Miller Heiman Inc.
is a borrower traded in the secondary market at 96.10 cents-on-
the-dollar during the week ended Friday, June 27, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.30
percentage points from the previous week, The Journal relates.
Miller Heiman pays 575 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Sept. 24, 2019, and
carries Moody's B2 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


MONTANA ELECTRIC: Hires Pascoe Energy as Consultant
---------------------------------------------------
Southern Montana Electric Generation and Transmission Cooperative,
Inc. sought and obtained permission from the U.S. Bankruptcy Court
to employ William A. Pascoe and Pascoe Energy Consulting of Butte,
Montana, to provide consulting services on an hourly fee
arrangement.

Pascoe Energy will assist the Debtor in identifying and securing a
reliable and affordable wholesale power supply following the
Debtor's emergence from bankruptcy.

William A. Pascoe's rate is $200.00 per hour.

William A. Pascoe attests that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The firm may be reached at:

      Pascoe Energy Consulting
      104 Country Club Ln
      Butte, MT 59701
      Tel: (406) 494-2075

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.


MUSCLEPHARM CORP: Gregory Macosko Appointed as Director
-------------------------------------------------------
The Board of Directors of MusclePharm Corporation appointed
Gregory Macosko to serve as a member of the Company's Board of
Directors and as Chairman of the Company's Audit Committee
effective June 23, 2014.  The Board of Directors has determined
that Mr. Macosko is (i) an independent director pursuant to the
rules of the NASDAQ Stock Market, and (ii) an "audit committee
financial expert" as that term is defined in Item 407(d) of
Regulation S-K promulgated by the Securities and Exchange
Commission.

Gregory Macosko is currently a member of the Board of Directors of
Montrose Advisors, and an SEC-registered investment advisor.  He
also serves as a business advisor to the Board of Directors of
Bioxiness Pharmaceuticals, a California-based pre-clinical stage
company.  In September of 2013, Mr. Macosko retired as a Partner
from Lord Abbett & Co., a privately held investment management
firm.  He was a Portfolio Manager of Lord Abbet's Small Cap Value
Fund and a founding member of the company's Proxy Committee.  Mr.
Macosko is a Phi Beta Kappa graduate of Albion College, a
Fulbright Scholar in Germany, and holds an MBA from Columbia
University.  His twenty-four years of experience on Wall Street
bring to MusclePharm broad knowledge of public company management,
and investment community relationships among institutional
investors, analysts and investment bankers.

Mr. Macosko will be compensated for his services at the same level
as the other non-employee directors of the Company, pursuant to
the Company's Non-Employee Director Compensation Program.

The Company said there is no family relationship between Mr.
Macosko and any of the Company's other officers and directors.

                          About MusclePharm

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

MusclePharm reported a net loss after taxes of $17.71 million in
2013, as compared with a net loss after taxes of $18.95 million in
2012.  The Company's balance sheet at March 31, 2014, showed
$65.61 million in total assets, $30.81 million in total
liabilities and $34.79 million in total stockholders' equity.


MOUNTAIN PROVINCE: Closes C$45.5 Million Private Placement
----------------------------------------------------------
Mountain Province Diamonds Inc. closed a the previously announced
non-brokered private placement of common shares for gross proceeds
of C$45.5 million.

The Company has issued 9,105,028 common shares at a price of
C$5.00 per share.  The shares issued under the Placement are
subject to a four month hold period.  The Company's major
shareholder Bottin (International) Investments Ltd. subscribed for
two million shares under the Placement using proceeds from the
disposition of an equivalent number of shares to a third party.

Proceeds of the private placement will be used to support the
Company's share of capital expenditures at the Gahcho Kue project
and for general corporate purposes.  A finder's fee in the amount
of $755,250 has been paid in relation to the private placement.

Mountain Province also announce that these nominees were elected
as directors by the Company's stockholders:

   (1) Jonathan Comerford;
   (2) Patrick Evans;
   (3) Bruce Dresner;
   (4) Peeyush Varshney;
   (5) Carl Verley; and
   (6) David Whittle.

                 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.


NAT'L GENERAL HOLDINGS: A.M. Best Rates $55MM Pref. Stock 'bb'
--------------------------------------------------------------
A.M. Best Co. has assigned a debt rating of "bb" to the
forthcoming $55 million 7.5% non-cumulative perpetual preferred
stock of National General Holdings Corp. (National General)
(headquartered in New York, NY) [NASDAQ: NGHC].  The outlook
assigned to the rating is stable.  All remaining ratings of
National General and its subsidiaries are unchanged.
The proceeds from the issuance will be used in continued support
and development of National General's business and for other
general corporate purposes.  With the issuance of the preferred
shares, National General's adjusted debt-to-total capital and
adjusted debt-to-tangible capital are approximately 26% and 30%,
respectively, and are within A.M. Best's guidelines for its
current rating level.  In addition, National General's interest
coverage ratio is expected to remain solid for this rating.


NATROL INC: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------
The U.S. Trustee for Region 3 on June 19 appointed five creditors
of Natrol, Inc. to serve on the official committee of unsecured
creditors.

The unsecured creditors' committee is composed of:

     (1) Novel Ingredient Services, LLC
         Attn: Bob Green
         10 Henderson Dr.
         West Caldwell, NJ 07006
         Phone: 973-808-5900 x 201
         Fax: 973-882-9666

     (2) Elk Designs, Inc.
         Attn: Brett Schafer
         12101 Dewey St.
         Los Angeles, CA 90066
         Phone: 310-391-6200
         Fax: 310-391-6222

     (3) Bioactive Resources, LLC
         Attn: Divya Desai
         138 Sylvania Pl.
         South Plainfield, NJ 07080
         Phone: 908-561-3114
         Fax: 908-561-3115

     (4) E.T. Horn Company
         Attn: Guy Nishida
         16050 Canary Ave.
         La Mirada, CA 90638
         Phone: 714-523-8050 x 180
         Fax: 714-735-5433

     (5) Troy Eisner
         c/o Jeffrey I. Carton
         Denlea & Carton LLP
         One North Broadway, Ste. 509
         White Plains, NY 10601
         Phone: 914-920-7400
         Fax: 914-761-1900

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.

                        About Natrol, Inc.

Headquartered in Chatsworth, Calif., Natrol, Inc. --
http://www.natrol.com-- is a wholly owned subsidiary of Plethico
Pharmaceuticals Limited.  Plethico Pharmaceuticals Limited (BSE:
532739. BO: PLETHICO) engages in the manufacturing, marketing and
distribution of pharmaceutical and allied healthcare products
around the world.  Natrol products are made in the U.S.
Established in 1980, Natrol, Inc. has been a global leader in the
nutrition industry, and a trusted manufacturer and marketer of a
superior quality of herbs and botanicals, multivitamins, specialty
and sports nutrition supplements made to support health and
wellness throughout all ages and stages of life.  Natrol products
are available in health food stores, drug and grocery stores, and
mass-market retailers, and through Natrol.com and other online
retailers.  Natrol distributes products nationally through more
than 54,000 retailers as well as internationally in over 40 other
countries through distribution partners.


NATROL INC: U.S. Trustee to Hold Section 341(a) Meeting July 23
---------------------------------------------------------------
The U.S. Trustee for Region 3 is set to hold a meeting of
creditors of Natrol Inc. and its affiliated debtors on July 23,
at 10:00 a.m. (Eastern Time).

The meeting will be held at Room 2112J, 2nd Floor, Caleb Boggs
Federal Building, 844 King Street, Wilmington, Delaware.

Natrol's representative is required to appear at the meeting of
creditors for the purpose of being examined under oath.
Attendance by creditors at the meeting is welcomed, but not
required.

At the meeting, creditors may examine the company and transact
such other business as may properly come before the meeting.  The
meeting may be continued or adjourned from time-to-time by notice
at the meeting, without further written notice to the creditors.

                        About Natrol, Inc.

Headquartered in Chatsworth, Calif., Natrol, Inc. --
http://www.natrol.com-- is a wholly owned subsidiary of Plethico
Pharmaceuticals Limited.  Plethico Pharmaceuticals Limited (BSE:
532739. BO: PLETHICO) engages in the manufacturing, marketing and
distribution of pharmaceutical and allied healthcare products
around the world.  Natrol products are made in the U.S.
Established in 1980, Natrol, Inc. has been a global leader in the
nutrition industry, and a trusted manufacturer and marketer of a
superior quality of herbs and botanicals, multivitamins, specialty
and sports nutrition supplements made to support health and
wellness throughout all ages and stages of life.  Natrol products
are available in health food stores, drug and grocery stores, and
mass-market retailers, and through Natrol.com and other online
retailers.  Natrol distributes products nationally through more
than 54,000 retailers as well as internationally in over 40 other
countries through distribution partners.


NEWLEAD HOLDINGS: Corrects Report on Shares Issuance to MGP
-----------------------------------------------------------
Newlead Holdings Ltd. filed an amendment to its report with the
U.S. Securities and Exchange Commission on Form 6-K to reflect
that the additional shares issued to MGP of 8,505,620 shares on
June 18, 2014, should have only been 776,104 shares.

On Dec. 2, 2013, the Supreme Court of the State of New York,
County of New York, entered an order approving, among other
things, the fairness of the terms and conditions of an exchange
pursuant to Section 3(a)(10) of the Securities Act of 1933, as
amended, in accordance with a stipulation of settlement among
NewLead Holdings Ltd., Hanover Holdings I, LLC, and MG Partners
Limited, in the matter entitled Hanover Holdings I, LLC v. NewLead
Holdings Ltd., Case No. 160776/2013.  Hanover commenced the Action
against the Company on Nov. 19, 2013, to recover an aggregate of
$44,822,523 of past-due indebtedness of the Company, which Hanover
had purchased from certain creditors of the Company pursuant to
the terms of separate purchase agreements between Hanover and each
of such creditors, plus fees and costs.  The Order provides for
the full and final settlement of the Claim and the Action.

On Dec. 2, 2013, the Company issued and delivered to MGP, as
Hanover's designee, 3,500 shares of the Company's common stock.

Between Jan. 6, 2014, and June 12, 2014, the Company issued and
delivered to MGP an aggregate of 37,658,000 Additional Settlement
Shares pursuant to the terms of the Settlement Agreement approved
by the Order.  The Company?s Form 6-K filed with the SEC on
June 13, 2014, contained a typographical error regarding the
number of Additional Settlement Shares that had been issued to MGP
between Jan. 6, 2014, and June 6, 2014, which was actually
30,358,000 shares (not 23,458,000 shares as reported).
Accordingly, with the issuance of 7,300,000 Additional Settlement
Shares on June 12, 2014, an aggregate of 37,658,000 Additional
Settlement Shares had been issued to MGP as of June 12, 2014.

MGP was entitled to receive an aggregate of 38,437,604 VWAP
Shares.  Accordingly, since MGP previously had received an
aggregate of 3,500 Initial Settlement Shares and 37,658,000
Additional Settlement Shares, MGP was owed an additional 776,104
shares of Common Stock pursuant to the terms of the Settlement
Agreement approved by the Order.  Accordingly, the Company issued
and delivered to MGP an additional 776,104 shares of Common Stock
pursuant to the terms of the Settlement Agreement approved by the
Order.  Following the issuances of the above shares of Common
Stock, the Company currently has 144,549,636 shares of Common
Stock outstanding.

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

                       http://is.gd/3qiElc

                      About NewLead Holdings

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

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

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


NEWLEAD HOLDINGS: Receives Delisting Notice From NASDAQ
-------------------------------------------------------
NewLead Holdings Ltd. said that on June 25, 2014, the Company
received a letter from the NASDAQ Listing Qualifications Staff of
The NASDAQ Stock Market LLC notifying the Company that the Staff
has determined pursuant to its discretionary authority set forth
in Listing Rule 5101 to delist the Company's securities based on
public interest concerns raised by certain false and misleading
public disclosures made by the Company and the fact that the
Company has not demonstrated an ability to sustain compliance with
the $1.00 minimum bid price requirement for continued listing on
The NASDAQ Global Select Market, as set forth in Listing Rule
5450(a)(1), as required by a NASDAQ Hearings Panel decision dated
Jan. 3, 2014.

As a separate and additional basis for delisting, the Company was
notified that it had not regained compliance, by June 23, 2014,
with the $50 million in market value of listed securities
requirement for continued listing on The NASDAQ Global Select
Market, as set forth in Listing Rule 5450(b)(2)(A).  As a result
of the foregoing, the Company's securities will be subject to
delisting unless the Company requests a hearing before the NASDAQ
Hearings Panel by July 7, 2014, to present a plan to regain
compliance and address the Staff's concerns.  NewLead intends to
timely request a hearing before the Panel.  The Company's
securities will continue to be listed on The NASDAQ Global Select
Market until such time as the Panel determination is made.

                       About NewLead Holdings

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

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

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


NISKA GAS: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+' long-
term corporate credit rating on Niska Gas Storage Partners LLC.
The outlook is stable.  At the same time, Standard & Poor's
affirmed its 'B' senior unsecured debt rating on subsidiaries
Niska Gas Storage Canada Finance Corp. and Niska Gas Storage
Canada ULC.  The recovery rating is unchanged at '5', indicating
S&P's expectation of modest (10%-30%) recovery in a default
scenario.

S&P has revised its management and governance assessment to "fair"
from "satisfactory," reflecting its opinion of the recent
appointment of a new CEO and members of the management team.  As
well, S&P has revised its financial policy assessment to 'FS-6'
from "neutral."  "The move reflects our view that financial
strategy could shift more toward maximizing shareholder returns,"
said Standard & Poor's credit analyst Gerry Hannochko.

The changes in the modifiers had no effect on S&P's ratings.

"We assess Niska's business risk profile as "fair," with a "fair"
competitive position.  Although the company is one of the largest
natural gas storage companies in North America and has leading
market hubs such as AECO, the overall business has suffered with
the continued decline in seasonal storage spreads.  Long-term
contracts are still about four years on average, although we
believe that volatility in natural gas prices and storage spread
will lead to a higher degree of contribution from more variable
optimization inventory, rather than the more steady long-term
contracted storage," S&P noted.

S&P believes that Niska will pursue opportunistic acquisitions,
potentially in midstream business lines outside of gas storage.
New business lines could improve the company's business risk
profile through diversification away from the volatile gas storage
business.

S&P views Niska's financial risk profile as "highly leveraged."
S&P expects adjusted funds from operations (AFFO)-debt to be about
12% during its outlook period.  S&P expects financial metrics to
be at the high end of the risk category.  However, S&P expects
that cash flows will be volatile, owing to low seasonal spreads,
which places more on us on optimization inventory to increase
overall profitability.  S&P believes that the company's
maintenance capital programs will be small in the next year.

The stable outlook reflects Standard & Poor's expectation that
Niska's financial metrics will remain at the forecast of AFFO-to-
debt of 9%-12% and 5.5x-5.7x debt-to-EBITDA in fiscal years 2014
and 2015, which are consistent with the "highly leveraged"
category.  In addition, the outlook reflects S&P's assumption that
potential acquisitions would not negatively affect the financial
risk profile, nor would be financed in a way that decreases FFO-
to-debt.

S&P could lower the ratings if the company makes a major
acquisition that further stresses cash flow protection metrics, or
if metrics weaken within the highly leveraged category to the 7%-
8%, which could be from further tightening in seasonal storage
spreads or lower volatility that affect Niska's ability to earn
from optimization inventory.

S&P believes an upgrade during our year-long outlook horizon is
unlikely without a demonstrated improvement in the financial risk
profile, such that S&P expected adjusted AFFO-to-debt to fall and
stay within the 12%-15% range and debt-to-EBITDA at 4x under its
base-case scenario.


O&G LEASING: Show Cause Order Over Breakup Fee Dispute Nixed
------------------------------------------------------------
Bankruptcy Judge Edward Ellington dismissed the order directing
parties including O & G Leasing, LLC, to show cause why sanctions
should not be imposed, or other actions taken, for failure to
submit an appropriate order or judgment resulting from the hearing
held on Feb. 18, on the motion to enforce payment of breakup fee
filed by SolstenXP Drilling, and the objection of First Security
Bank Indenture Trustee to the motion.

On March 25, 2014, the Court ordered the Debtor's counsel, Douglas
C. Noble, Esq.; Jim F. Spencer, Jr., Esq.; and James A.
McCullough, II, Esq., to appear in the U.S. Courthouse to show
cause.

On April 1, the parties entered into an agreed order withdrawing
the motion to enforce payment of breakup fee, response and
objection to same.

                         About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholy-owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
tArkLaTex (Arkansas, Louisiana and Eastern Texas) region, well as
Alabama, Florida, Mississippi and Oklahoma.

O&G Leasing filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Miss. Case No. 10-01851) on May 21, 2010.  The Debtor
estimated $10 million to $50 million in assets and $50 million to
$100 million in debts.

Performance filed a separate petition for Chapter 11 relief
(Bankr. S.D. Miss. Case No. 10-01852) on May 21, 2010.
Performance estimated assets and debts of between $1 million and
$10 million in its petition.

The Debtors retained McCraney, Montagnet, Quin & Noble, PLLC as
their bankruptcy counsel and Young Williams, P.A., as corporate
counsel.  Young Williams was replaced by Bradley Arant Boult
Cummings, LLP, as corporate counsel effective March 8, 2012, but
remained engaged as special counsel on litigation matters.
BMC Group, Inc., serves as the Debtors' solicitation and voting
agent.

The U.S Bankruptcy Court for the Southern District of Mississippi
confirmed on April 22, 2013, O&G Leasing, LLC, et al.'s Second
Amended Plan of Reorganization filed Jan. 8, 2013, the Plan
Supplement filed Feb. 5, 2013, and the Immaterial Modifications to
the Second Amended Plan filed April 11, 2013.


PACIFIC STEEL: Wants 90 Day Extension in Exclusive Periods
----------------------------------------------------------
Pacific Steel Casting Company, et al., ask the Bankruptcy Court to
grant an additional 90 days to their exclusive periods to file a
plan of reorganization and solicit acceptances for that plan.

The Debtors' exclusivity periods are due to expire on July 8 and
Sept. 6, respectively.

The Debtors said they require the additional time to propose a
plan until the sale of substantially all of PSC's assets can be
approved by the Court and can close escrow.

The marketing and sale process is on schedule and the Debtors
expect to adhere to the timelines provided in their postpetition
loan agreement.

                    About Pacific Steel Casting,
                        Berkeley Properties

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  Michael W. Malter, Esq., at
Binder & Malter, LLP serves as the Debtors' counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and
balloting agent.  Burr Pilger Mayer, a certified public accounting
firm, serves as financial consultants.  The Debtors disclosed
$36,533,644 in assets and $47,525,070 liabilities as of the
Petition Date.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Ori Katz,
Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter &
Hampton LLP.


PACIFIC STEEL: Chang Ruthenberg Okayed as Pension Plans Counsel
---------------------------------------------------------------
Bankruptcy Judge Roger L. Efremsky authorized Pacific Steel
Casting Company, et al., to employ Chang, Ruthenberg & Long PC as
special counsel nunc pro tunc March 10, 2014.

The Debtors requested that the Court enter an order by default
granting the Chang employment to represent PSC regarding its
pension plans and to provide legal counsel regarding the
requirements under the Employee Retirement Income Security Act.

As reported in the Troubled Company Reporter on May 29, 2014, PSC
needs Chang Ruthenberg:

   (a) to represent the Debtor regarding its single employer
       defined benefit pension plan in which it participates;

   (b) to represent the Debtor regarding its multiemployer
       pension plan in which it participates; and

   (c) to provide legal services, advice, representation and
       related services in connection with such other matters as
       the Debtor may from time to time request related to
       employee benefit matters and ERISA requirements and
       compliance.

Chang Ruthenberg will be paid at these hourly rates:

       Jeff Chang                   $595
       Ken Ruthenberg               $595
       Kevin Long                   $595
       Marcel Weiland               $485
       Susan Neethling              $425
       Wendy Tauriainen             $380
       Debi Raphael                 $325
       Jeri Howell                  $280

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

Pursuant to the Engagement Agreement, the Debtor paid the firm
$4,938 for services rendered during the month of February by wire
transfer made on Mar. 5, 2014.  Also on Mar. 5, 2014, the Debtor
delivered the sum of $5,000 by wire transfer as and for a retainer
for services to be rendered in during this chapter 11 case.  From
this retainer of $5,000, the total sum of $476 was utilized for
pre-bankruptcy services leaving a retainer balance of $4,524.

Kenneth W. Ruthenberg, Jr., shareholder of Chang Ruthenberg,
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.

                    About Pacific Steel Casting,
                        Berkeley Properties

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  Michael W. Malter, Esq., at
Binder & Malter, LLP serves as the Debtors' counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and
balloting agent.  Burr Pilger Mayer, a certified public accounting
firm, serves as financial consultants.  The Debtors disclosed
$36,533,644 in assets and $47,525,070 liabilities as of the
Petition Date.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Ori Katz,
Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter &
Hampton LLP.


PACIFIC STEEL: Wants Until Oct. 6 to Decide on Property Leases
--------------------------------------------------------------
Pacific Steel Casting Company and Berkeley Properties, LLC ask the
Bankruptcy Court to extend until Oct. 6, 2014, their time to
assume or reject the real property leases.

According to the Debtors, most of the real property is owned by
BP, who leases it to PSC pursuant to a written lease agreement.

The property is referred to by the Debtors as the "Berkeley
Campus" and the lease between PSC and BP is referred to as the
"Berkeley Campus Lease".

PSC leases two additional non-residential real properties: (a) a
warehouse located at 725 85th Avenue, Unit H, Oakland, California,
which PSC leases from Principal Life Insurance Company; and (b) a
collection of lots that border the Berkeley Campus which PSC
leases from Howard F. Robinson.

The Debtors have been marketing their assets with the assistance
of their appointed investment bankers, Cleary Gull, Inc.  The
marketing and sale process is on schedule and the Debtors expect
to adhere to the timelines provided in their postpetition loan
agreement which provides that the Debtors will enter into a
purchase offer and a bid procedures motion (in a form and
substance satisfactory to secured creditor Siena Lending Group
LLC).

PSC seeks additional time because it is not yet in a position to
determine which leases to assume or assign to a proposed buyer and
which leases to reject and needs to continue to operate its
business in the ordinary course in the interim.

This is the first motion by PSC seeking an extension of time to
assume or reject real property leases.

The Debtors are represented by:

         Michael W. Malter, Esq.
         Julie H. Rome-Banks, Esq.
         BINDER & MALTER, LLP
         2775 Park Avenue
         Santa Clara, CA 95050
         Tel: (408) 295-1700
         Fax: (408) 295-1531
         E-mail: Michael@bindermalter.com
                 Julie@bindermalter.com

                    About Pacific Steel Casting,
                        Berkeley Properties

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D.
Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  Michael W. Malter, Esq., at
Binder & Malter, LLP serves as the Debtors' counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and
balloting agent.  Burr Pilger Mayer, a certified public accounting
firm, serves as financial consultants.  The Debtors disclosed
$36,533,644 in assets and $47,525,070 liabilities as of the
Petition Date.

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.

Tracy Hope Davis, the United States Trustee for Region 17,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Ori Katz,
Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter &
Hampton LLP.


PHYSICIANS COMMUNITY: Case Summary & 12 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Physicians Community Medical Center, S.C.
        5320 W. 159th Street, Suite 400
        Oak Forest, IL 60452

Case No.: 14-23804

Chapter 11 Petition Date: June 26, 2014

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

Judge: Hon. Eugene R. Wedoff

Debtor's Counsel: Paul M Bach, Esq.
                  SULAIMAN LAW GROUP, LTD.
                  900 Jorie Boulevard, Suite 150
                  Oak Brook, IL 60523
                  Tel: (630)575-8181
                  Email: ecfbach@gmail.com
                         mbadwan@sulaimanlaw.com

Total Assets: $122,916

Total Liabilities: $1.93 million

The petition was signed by Gerald J. Mingolelli, M.D., president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb14-23804.pdf


PUERTO RICO: U.S. Investment Firms Challenge Restructuring Law
--------------------------------------------------------------
Aaron Kuriloff, writing for The Wall Street Journal, reported that
a pair of Wall Street investment firms is challenging Puerto
Rico's new law allowing some public agencies to restructure their
debt, saying it violates the U.S. Constitution.

According to the report, funds managed by Franklin Templeton
Investments and OppenheimerFunds Inc. asked the U.S. District
Court for the District of Puerto Rico to block the law, arguing
that only Congress is allowed to create bankruptcy rules.  The
funds hold about $1.7 billion combined in debt from the Puerto
Rico Electric Power Authority, which they say they believe will
seek to restructure its debt under the act "imminently," the
report related.

Puerto Rico lawmakers approved legislation allowing some agencies
such as the island's power, water and transportation authorities
to restructure their debt, the report further related.  Those
agencies have a combined $19.4 billion in bonds outstanding,
according to estimates from Barclays PLC. The law doesn't apply to
Puerto Rico's general-obligation or sales-tax bonds, which are
backed by the island's taxing authority, the report said.


PURADYN FILTER: To Issue 4 Million Shares Under 2010 Plan
---------------------------------------------------------
Puradyn Filter Technologies Incorporated disclosed that it will
issue 4,000,000 shares of common stock under the Company's 2010
Stock Option Plan for a proposed maximum aggregate offering price
of $760,000.  A full-text copy of the Form S-8 prospectus is
available for free at http://goo.gl/jgzyf3

                        About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil
Filtration System.

Puradyn Filter reported a net loss of $1.33 million on $2.53
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $2.22 million on $2.56 million of net sales
during the prior year.

The Company's balance sheet at March 31, 2014, showed $1.56
million in total assets, $11.96 million in total liabilities and a
$10.40 million total stockholders' deficit.

Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has a net loss of $1,333,292,
negative cash flow from operations of $957,941, a working capital
deficiency of $769,907 and a stockholders' deficiency of
$10,227,875.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


RED LOBSTER: S&P Assigns 'B-' CCR Over Golden Gate Transaction
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' corporate
credit rating to seafood casual dining restaurant operator, Red
Lobster Intermediate Holdings LLC.  The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating to the
company's proposed senior secured credit facility with a recovery
rating of '2', indicating S&P's expectation for substantial (70%
to 90%) recovery for lenders in the event of a payment default.
The senior secured credit facility consists of a five-year $50
million revolving credit facility and a seven-year $375 million
term loan.

Golden Gate is acquiring Red Lobster from Darden Restaurants Inc.
(BBB-/Watch Dev).  Golden Gate plans to fund the acquisition
largely with proceeds from a $1.5 billion sale lease back
transaction for 503 of Red Lobster's 705 restaurants with American
Realty Capital Properties Inc., along with the proposed debt
issuance and a small equity contribution relative to the purchase
price, including the lease financing.

The stable outlook reflects S&P's expectation that operating
performance will remain weak and that the company will continue to
generate some discretionary cash flow and maintain adequate
liquidity over the near term despite higher rent and interest
expense.  Credit ratios are not expected to improve significantly,
but some free cash flow should keep the capital structure from
being unsustainable.

Downside Scenario

S&P could consider a downgrade if negative same-store sales trends
continue and high commodity inflation results in adjusted EBITDA
interest coverage approaching 1.5x.  This could occur if same-
store sales decline by 3% and gross margins contract by around 200
basis points (bps) or more from current levels, as a result of
heightened competitive pressures, high commodity costs, or adverse
reaction from consumers as management implement plans and
strategies to drive traffic and improve profit.  This, in S&P's
view, could result in its reassessment of the company's business
risk profile to "vulnerable" and cause S&P to view the capital
structure as unsustainable.

Upside Scenario

An upgrade is unlikely over the next year or so given the
company's elevated and fixed operating lease burden and S&P's
expectations that debt leverage will remain well above 5x over the
next two years.  S&P could consider an upgrade if management is
able turn around operating performance (such that debt leverage
decreases to below 5x on a sustained basis as a result of
consistent same-store sales and EBITDA growth), improve margins,
and reduce debt.


REVEL AC: Disclosure Statement Hearing Set for July 30
------------------------------------------------------
A hearing will be held on July 30, 2014, at 10:00 a.m. (prevailing
Eastern Time), before Judge Gloria M. Burns of the U.S. Bankruptcy
Court for the District of New Jersey to consider the entry of an
order finding, among other things, that the disclosure statement
explaining Revel AC, Inc., et al.'s Joint Chapter 11 Plan
contained "adequate information" within the meaning of Section
1125 of the Bankruptcy Code.  Any objections to the Disclosure
Statement must be received on or before July 21, 2014.

                           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 five of its affiliates sought bankruptcy
protection (Bankr. D.N.J., Lead 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.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
counsel.  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.  Less than
two months later on May 15, 2013, the 2013 Plan was confirmed and
became effective on May 21, 2013.


REVEL AC: Proposes Aug. 6 Auction of Assets
-------------------------------------------
Revel AC, Inc., et al., filed a motion asking the U.S. Bankruptcy
Court for the District of New Jersey to approve procedures
governing the bidding and sale of their assets.

Under the proposed procedures, each bidder will, on or before July
18, 2014, deliver a letter of intent to bid, and, on or before
Aug. 1, must deliver a cash deposit of 10% of the purchase price
and an executed asset purchase agreement.  In the event the
Debtors receive more than one qualified bid, an auction will
commence at 9:00 a.m. (prevailing Eastern time) on Aug. 6

A hearing on the motion will be on July 11, 2014, at 10:00 a.m.
(EST).  Objections to the motion are due July 7.

                           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 five of its affiliates sought bankruptcy
protection (Bankr. D.N.J., Lead 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.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
counsel.  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.  Less than
two months later on May 15, 2013, the 2013 Plan was confirmed and
became effective on May 21, 2013.


REVEL AC: Joint Administration Order Issued
-------------------------------------------
Judge Gloria Burns of the U.S. Bankruptcy Court for the District
of New Jersey issued an order directing the procedural
consolidation and joint administration of the Chapter 11 cases of
Revel AC, Inc., and its debtor affiliates under Case No. 14-22654
(GMB).

                           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 five of its affiliates sought bankruptcy
protection (Bankr. D.N.J., Lead 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.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
counsel.  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.  Less than
two months later on May 15, 2013, the 2013 Plan was confirmed and
became effective on May 21, 2013.


REVEL AC: Meeting to Form Creditors' Panel on July 2
----------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on July 2, 2014, at 11:00 a.m. in
the bankruptcy case of Revel AC, Inc., et al.  The meeting will be
held at:

         United States Trustee's Office
         Bridge View Building
         800-840 Cooper Street, Suite 102
         Camden, NJ 08102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                           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 five of its affiliates sought bankruptcy
protection (Bankr. D.N.J., Lead 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.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
counsel.  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.  Less than
two months later on May 15, 2013, the 2013 Plan was confirmed and
became effective on May 21.


REVSTONE INDUSTRIES: Has July 7 Exclusive Plan Filing Date
----------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended Revstone Industries, LLC, et al.'s
exclusive plan filing period until July 7, 2014, as to all parties
except for the Revstone Committee, and the exclusive solicitation
period until Sept. 2, as to all parties except for the Revstone
Committee.

                 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.


REVSTONE INDUSTRIES: Seeks Extension of Action Removal Period
-------------------------------------------------------------
Revstone Industries, LLC, et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend until Dec. 31, 2014, the
period within which they may remove actions pursuant to 28 U.S.C.
Section 1452 and Rule 9027 of the Federal Rules of Bankruptcy
Procedure.

The Debtors said in court papers that it is prudent to seek an
extension of the time period to file notices of removal in order
to protect their right to remove the Actions.  Since the Petition
Dates, the Debtors and their advisors have focused on activities
central to the Debtors' Chapter 11 cases including, among other
things, maintaining day-to-day operations of the Debtors and their
non-Debtor affiliates, the marketing and sales of Debtor and non-
debtor affiliate assets, and addressing numerous active litigation
matters, Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Wilmington, Delaware, asserts.

Additionally, the settlement with The Pension Benefit Guaranty
Corporation, as modified, was approved by the Bankruptcy Court on
May 9, 2014.  The global resolution encompassed in the PBGC
Settlement Agreement, as modified, resolved the principal pending
litigation in the Debtors' cases and sets forth a definite exit
strategy through a Chapter 11 plan or plans.  Ms. Jones said the
Debtors are now preparing an amended plan consistent with the
teens of the modified PBGC Settlement Agreement.

The extension of time for removing actions will afford the Debtors
the opportunity necessary to make fully-informed decisions
concerning removal of any Action and will assure that the Debtors
do not forfeit valuable rights under Section 1452 with respect to
any pending or prospective litigation commenced by or against
the Debtors, Ms. Jones said in court papers.  Further, the rights
of the Debtors' adversaries will not be prejudiced by an extension
because any party to an Action that is removed may seek to have it
remanded to the state court pursuant to 28 U.S.C. Section 1452(b),
Ms. Jones added.

A hearing on July 31, 2014, at 10:00 a.m. (prevailing Eastern
time).  Objections are July 24.

                 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.


REXNORD LLC: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Rexnord LLC to positive from stable and affirmed its
ratings on the company, including the 'BB-' corporate credit
rating.

The outlook revision reflects the prospects for improved credit
measures and Apollo Management L.P. and its affiliates' reduced
ownership of publicly traded Rexnord Corp. (Rexnord's ultimate
parent) to about 24% from about 42%.  Apollo's ownership in
Rexnord Corp. has declined to the point where S&P no longer
considers Rexnord's financial risk profile to be limited by the
financial sponsor's influence on the company.  However, the
company's credit measures remain somewhat elevated, including debt
to EBITDA of 4.5x.  For an upgrade to occur, S&P would expect
ongoing improvement in Rexnord's key credit measures, including
debt to EBITDA sustained at less than 4x.  Given S&P's expectation
for continued operating improvement in light of broadly favorable
end-market conditions, it believes this is achievable during the
next 12 months.

The outlook is positive.  "We expect that Rexnord's credit
measures will continue to improve against a backdrop of a slow
growth conditions for its business segments," said Standard &
Poor's credit analyst Dan Picciotto.  "For the current rating, we
expect Rexnord to maintain debt to EBITDA of less than 5x and
funds from operations to debt of more than 12%."

S&P could raise the rating if it expects Rexnord to maintain
credit measures appropriate for a higher financial risk profile
assessment ("significant" instead of "aggressive"), including debt
to EBITDA of less than 4x.

S&P could revise the outlook to stable if debt financed
acquisition activity or poor operating performance delays
Rexnord's credit measure improvement.  This could occur if market
downturn or operational weakness result in declining revenues and
margin deterioration and the company did not use cash to reduce
debt levels.


RG STEEL: Asks Court to Approve Settlement With Severstal
---------------------------------------------------------
RG Steel has filed a motion seeking court approval for a deal that
would resolve its dispute with OAO Severstal's U.S. subsidiaries
concerning the purchase of the Sparrows Point facility.

Four lawsuits were outstanding between Severstal and RG Steel,
which allegedly owes the company $100 million on a note dating
from the acquisition of the facility.

Under the settlement, Severstal will pay the steel maker $30
million in cash.  In return, RG Steel will transfer to the company
its right, title and interest in its membership interest in
Mountain State Carbon, LLC.

RG Steel acquired a 50% joint venture interest in Mountain State,
which owns the third-largest coke plant in the U.S., as part of
its acquisition of the Sparrows Point facility that had been its
main steel-making facility.

The settlement also requires both sides to release each other from
all claims.  A full-text copy of the agreement is available for
free at http://is.gd/60YHb2

U.S. Bankruptcy Judge Kevin Carey will hold a hearing on July 15
to consider approval of the settlement.  Objections are due by
July 8.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.  RG Steel Sparrows Point LLC has
received the green light to sell some of its assets to Siemens
Industry, Inc., which include equipment and related spare parts,
for $400,000.


RG STEEL: Gets Approval of Amended Purchase Deal With Esmark
------------------------------------------------------------
RG Steel Wheeling LLC received court approval of its proposed
amendment to the purchase agreement it made with Esmark Steel
Group, LLC in connection with the sale of its real property in
Yorkville, Ohio.

The companies have amended a part of the deal to clarify that the
minerals and mineral rights owned by RG Wheeling and appurtenant
to the property had been properly transferred to Esmark.

The move came after the companies received a notice that the
minerals and mineral rights were titled in the name of RG Steel
Wheeling Steel Group, LLC rather than RG Wheeling.

A full-text copy of the amendment is available without charge at
http://is.gd/cQR0Og

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.  RG Steel Sparrows Point LLC has
received the green light to sell some of its assets to Siemens
Industry, Inc., which include equipment and related spare parts,
for $400,000.


RG STEEL: Gets Approval to Settle Lafarge's $1.05-Mil. Claim
------------------------------------------------------------
RG Steel Warren, LLC received court approval for a deal that would
resolve its dispute with Lafarge North America, Inc.

Under the settlement, Lafarge can assert an administrative claim
in the amount of $74,270, down from the $1.05 million claim it
originally wanted.

In return, Lafarge is required to pay RG Steel $110,000 to settle
the lawsuit filed by the steel maker against the company to avoid
and recover preferential transfers.  The agreement can be accessed
for free at http://is.gd/dIIHne

     Kevin J. Mangan, Esq.
     Womble Carlyle Sandridge & Rice LLP
     222 Delaware Avenue, Suite 1501
     Wilmington, DE 19801
     Phone: (302) 252-4320
     Fax: (302) 252-4330
     Email: kmangan@wcsr.com

          -- and --

     Anthony Princi, Esq.
     Meryl L. Rothchild, Esq.
     Morrison & Foerster LLP
     1290 Avenue of the Americas
     New York, NY 10104
     Phone: (212) 468-8000
     Fax: (212) 468-7900

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.  RG Steel Sparrows Point LLC has
received the green light to sell some of its assets to Siemens
Industry, Inc., which include equipment and related spare parts,
for $400,000.


RG STEEL: Sues Hart's Farm & Builders Over Receivables
------------------------------------------------------
RG Steel Wheeling, LLC has filed a lawsuit against Hart's Farm &
Builders Supply Inc., seeking to recover $122,213 for steel
products it sold to the company.

The move came after Hart's Farm allegedly failed to pay the amount
after repeated requests for payment from RG Steel, according to a
June 25 complaint filed by the steel maker in U.S. Bankruptcy
Court for the District of Delaware.

The case is RG Steel Wheeling, LLC v. Hart's Farm & Builders
Supply, Inc., 14-50416, U.S. Bankruptcy Court, District of
Delaware.

RG Steel Wheeling is represented by:

     Ronald S. Gelleli, Esq.
     Gellert Scali Busenkell & Brown, LLC
     913 North Market Street, 10th Floor
     Wilmington, DE 19801
     Phone: (302) 425-5800
     Fax: (302) 425-5814
     Email: rgelleli@gsbblaw.com

          -- and --

     John T. Siegler, Esq.
     ASK LLP
     2600 Eagan Woods Drive, Suite 400
     St. Paul, MN 55121
     Phone: (651) 406-9665
     Telecopier: (651) 406-9676
     Email: jsiegler@askllp.com

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.  RG Steel Sparrows Point LLC has
received the green light to sell some of its assets to Siemens
Industry, Inc., which include equipment and related spare parts,
for $400,000.


SALON MEDIA: Incurs $2.2 Million Net Loss in Fiscal 2014
--------------------------------------------------------
Salon Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $2.18 million on $6 million of net revenues for the
year ended March 31, 2014, as compared with a net loss of $3.93
million on $3.64 million of net revenues for the year ended
March 31, 2013.

The Company said the improvement in revenues during fiscal year
2014 stemmed primarily from increased advertising sold by Salon's
internal sales team, which rose 82% to $3.2 million for the twelve
months ended March 31, 2014, compared to $1.7 million for the
twelve months ended March 31, 2013.

As of March 31, 2014, the Company had $2.03 million in total
assets, $5 million in total liabilities and a $2.97 million total
stockholders' deficit.

"There has been a major shift underway in the media, and we are
working hard to take advantage of that shift," said Cynthia
Jeffers, CEO of Salon Media Group.  "The entire Company is focused
on providing the best possible experience on mobile, from content
delivery to unique advertising implementations.  We are entering
our most exciting period of growth yet, and are proud of our
steady progress toward a sustainable and profitable business."

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2014.  The independent
auditors noted that the Company has suffered recurring losses and
negative cash flows from operations and has an accumulated deficit
of $118.7 million as of March 31, 2014.  The auditors said these
conditions raise substantial doubt about its ability to continue
as a going concern.

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

                       http://goo.gl/fBjjvW

                        About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.


SEARS METHODIST: Proposes GCG as Claims Agent
---------------------------------------------
Sears Methodist Retirement System Inc. and its debtor-affiliates
seek approval from the bankruptcy court to appoint GCG, Inc., as
claims and noticing agent.

GCG has agreed to provide discounted hourly rates and agreed to
cap the highest hourly rate at $295:

   Position                                Discounted Rate
   --------                                ---------------
Administrative, Mailroom and Claims Control  $45 to $55
Project Administrators                       $70 to $85
Project Supervisors                          $95 to $110
Graphic Support & Tech Staff                $100 to $200
Project Managers and Sr. Project Managers   $125 to $175
Directors and Asst. Vice Presidents         $200 to $295
Vice Presidents and above                       $295

For its noticing services, GCG will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For its claims
administration services, GCG will charge $0.15 per claim for
association of claimants' names and addresses to the database, and
will bill at its discounted hourly rates for processing of claims.
For solicitation and processing of ballots, GCG will charge at its
standard hourly rates.  For its contact services, the firm will
charge $0.39 per minute for its interactive voice response ("IVR")
service and $0.95 per minute for customer service representatives.

GCG received a $20,000 retainer from the Debtors prior to the
Petition Date.  In addition, GCG received payment of $8,000 for
services rendered prior to the Petition Date.

Emily Gottlieb, assistant vice president of GDG, attests that GCG
is a "disinterested person," as that term is defined in section
101(14) of the Bankruptcy Code.

                        Debt Obligations

Paul B. Rundell, the CRO, explained in court filings that the
Debtors, affiliated non-profit corporations, are leaders in the
senior living industry in the State of Texas and have built and
maintained a successful business for almost 50 years, beginning
with SMC's incorporation in 1966.  During the past several years,
however, an inability to service debt obligations, loss of revenue
at certain facilities and increased costs have negatively impacted
the Debtors and a recapitalization and restructuring of their debt
obligations is now required.  Because of these challenges, the
Debtors have suffered a substantial loss of revenue and lower than
anticipated occupancy rates, which in turn have forced the Debtors
to seek chapter 11 protection.

As of the Petition Date, the Debtors' total consolidated funded
debt obligations were approximately $160 million.

A copy of the affidavit in support of the first day motions is
available for free at:

  http://bankrupt.com/misc/Sears_Methodist_1st_Day_Affidavit.pdf

                       About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.


SEARS METHODIST: Taps DLA Piper as Bankruptcy Counsel
-----------------------------------------------------
Sears Methodist Retirement System Inc. and its debtor-affiliates
seek approval from the bankruptcy court to employ DLA Piper (US)
as bankruptcy counsel to perform the legal services that will be
necessary during the Chapter 11 cases.

The restructuring attorney leading the DLA engagement is Thomas
Califano -- thomas.califano@dlapiper.com -- whose present hourly
rate is $930. Other DLA attorneys and paraprofessionals expected
to provide service for the Debtors in connection with the Chapter
11 Cases, as well as their hourly rates, are:

     Professional             Title         Rate Per Hour
     ------------             -----         -------------
     Thomas Califano         Partner             $930
     Vincent Slusher         Partner             $745
     Gabriella Zborovsky     Associate           $690
     Jacob Frumkin           Associate           $615
     Andrew Zollinger        Associate           $585
     Evelyn Rodriguez        Paralegal           $290

In accordance with the engagement letter, DLA will assign work to
lawyers, paralegals and other staff who can provide the necessary
services to the Debtors in the most efficient and cost-effective
manner.

Mr. Califano attests that the partners and associates of DLA are
"disinterested persons," as that term is defined in Section
101(14) of the Bankruptcy Code.

Prior to the Petition Date, the Debtors paid $50,000 to DLA as a
retainer.  DLA will keep the retainer in its trust account during
the Chapter 11 cases.

                        Debt Obligations

Paul B. Rundell, the CRO, explained in court filings that the
Debtors, affiliated non-profit corporations, are leaders in the
senior living industry in the State of Texas and have built and
maintained a successful business for almost 50 years, beginning
with SMC's incorporation in 1966.  During the past several years,
however, an inability to service debt obligations, loss of revenue
at certain facilities and increased costs have negatively impacted
the Debtors and a recapitalization and restructuring of their debt
obligations is now required.  Because of these challenges, the
Debtors have suffered a substantial loss of revenue and lower than
anticipated occupancy rates, which in turn have forced the Debtors
to seek chapter 11 protection.

As of the Petition Date, the Debtors' total consolidated funded
debt obligations were approximately $160 million.

A copy of the affidavit in support of the first day motions is
available for free at:

  http://bankrupt.com/misc/Sears_Methodist_1st_Day_Affidavit.pdf

                       About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.


SEARS METHODIST: Wins Approval to Escrow, Refund Entrance Fees
--------------------------------------------------------------
Sears Methodist Retirement System Inc. and its debtor-affiliates
sought and obtained entry of an order authorizing the Debtors to
(i) during the pendency of the Chapter 11 cases, deposit all
entrance fees ("EDs") paid by residents that they receive
postpetition into a newly established escrow account and (ii)
under certain circumstances, refund EDs received postpetition to
residents who move into the senior living facilities during the
pendency of the chapter 11 cases and thereafter move out of such
facilities.

Vincent P. Slusher, Esq., at DLA Piper LLP (US), explained that
EDs required under the residency agreements are the lifeblood of
the Debtors' operations.  EDs account for a significant portion of
the Debtors' annual operating budget and the collection of such
amounts is critical to the Debtors' ability to reorganize,
including their ability to continue as a going-concern.

Upon confirmation of a plan or a disposition of all or
substantially all of the assets of the relevant Debtor-owner, the
EDs will be disbursed by the escrow agent pursuant to further
order of the Court.  Moreover, upon a refund event, the EDs will
be returned from the escrow account to the respective resident who
had made such payments.

According to Mr. Slusher, any restriction preventing the Debtors
from guaranteeing potential residents that their EDs will be
escrowed would have a devastating effect on the Debtors'
operations.

The Debtors anticipate a decrease in the amount of EDs received
from new residents during their bankruptcy cases.  The Debtors are
hopeful, however, that their proposal will provide new residents
with comfort that such new residents can elect to leave the
relevant Facility and receive a refund of their ED, to the extent
provided for in their residency agreement.

                       About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.


SEGA BIOFUELS: Creditor Classifications Under Exit Plan Revised
---------------------------------------------------------------
Sega Biofuels, LLC, on June 20 submitted to the Bankruptcy Court a
First Amendment to the Amended Chapter 11 Plan dated May 2, 2014.

The Amendment revises the debts and creditor classifications
disclosed in the prior Plan versions:

   1. Class No. 3 -- The total allowed unsecured Critical Creditor
Claims is amended from $239,459 to $461,811.  The Class No. 3
monthly installment payments payable on Jan. 15, 2015, Feb. 15,
2015, and March 15, 2015, is amended from $79,819 plus 3% interest
to $158,555 plus 3% interest.

   2. Class No. 4 -- The total allowed General Unsecured Claims
has increased from $1,804,710 to $1,870,084.

   3. Class No. 3 Claim of Forestry Transport, Inc. -- the Amended
Plan proposed on May 2, 2014, treated the claim of Forestry
Transport, Inc. as:

      Exhibit C-2: Claim of Forestry Transport, Inc., 1182 Hill-n-
      Dale Street South, Tallahassee, Florida

      Plan Amount: $27,209

      Amendment: The treatment of the Claim of Forestry Transport,
      Inc. is amended as:

      Exhibit C-2: Claim of Forestry Transport, Inc., 1182 Hill-n-
      Dale Street South, Tallahassee, Florida

      Plan Amount: $33,874

A copy of the Amendment is available for free at:

   http://bankrupt.com/misc/SEGABIOFUELS_327_plan1amendment.pdf

                       About Sega Biofuels

Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta,
Georgia, filed a petition for Chapter 11 protection (Bankr. S.D.
Ga. 13-50694) on Sept. 11 in Waycross, Georgia.  The Company
listed assets worth $10.6 million and debt totaling $13.7 million.

C. James McCallar, Jr., Esq., at McCallar Law Firm, in Savannah,
Georgia.

The U.S. Trustee has not appointed an official committee in the
Debtor's bankruptcy case.


SHOTWELL LANDFILL: Court Resolves Objection to Cook Claim
---------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse ruled on the objection
filed by Shotwell Landfill, Inc. to the claim and amended claim of
David A. Cook and Southfield Partners, LLC.

Southfield is an entity owned by David Cook and his wife.  On
August 19, 2013, Cook and Southfield filed proof of claim number
15, asserting an unsecured claim in the amount of $1,392,995.30
for monies they allege were owed to them by the debtor "pursuant
to a series of prior transactions and agreements between the
parties."  The debtor asserts that the claim was filed without
basis and was in fact fraudulent.  Cook and Southfield filed an
amended proof of claim on January 31, 2014, asserting an
additional amount of $492,643 owed by the debtor to Cook in
connection with unpaid employment compensation, for a total of
$1,885.638.  The debtor filed an objection to the amended claim on
March 24, 2014, stating that its records indicated no amount owed
on the Cook claim.

According to Judge Humrickhouse, (1) the portion of Cook's claim
related to the compensation component and first set out in the
amended claim is disallowed; (2) the portion of the claim related
to the reimbursement for taxes paid on the Phantom Income is
allowed in the amount of $42,995.30, and; (3) Cook's claim related
to the $1,350,000 component is disallowed, but shall be allowed as
a 6.75% equity security interest in the debtor.

A copy of the Court's June 20, 2014 Order is available at
http://is.gd/UtH4tXfrom Leagle.com.

                 About Shotwell Landfill, Inc.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in Wilson
on April 19, 2013.  Blake P. Barnard, Esq., William P. Janvier,
Esq., and Samantha Y. Moore, Esq., at the Janvier Law Firm, PLLC,
in Raleigh, N.C., represent the Debtor as counsel.  William W.
Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh, N.C.,
represents the Debtor as special counsel.

The Debtor, in its amended schedules, disclosed $23,235,236 in
assets and $10,049,020 in liabilities.

The Bankruptcy Administrator was unable to appoint an official
committee of unsecured creditors in the Debtor's case.


SM ENERGY: S&P Revises Outlook to Positive & Affirms 'BB' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on SM Energy Co. to positive from stable and affirmed its
'BB' corporate credit rating and senior unsecured debt ratings on
the company.

The recovery rating on the company's senior unsecured notes is
unchanged at '4', indicating S&P's expectation for average (30% to
50%) recovery in the event of a payment default.

"The positive outlook reflects our expectation that SM Energy will
continue to increase the scale of its production and reserve base
as well as its transition toward liquids production," said
Standard & Poor's credit analyst Susan Ding.  "At the same time,
we expect SM to maintain strong credit measures and adequate
liquidity.  If the company can lengthen its proved developed
reserve life to a level more consistent with 'BB+' rated peers, we
believe the company could warrant a "fair" business profile over
the next six to 12 months, which could result in an upgrade."

The positive rating outlook on SM Energy reflects S&P's view that
it could raise the corporate credit rating if the company
continues to increase its production and reserve base along with
improving its proved developed reserve life index to a level more
in line with 'BB+' rated peers over the next six to 12 months
while maintaining FFO to debt above 60% and debt to EBITDA below
1.5x.

The reserve growth and improving reserve life could warrant an
improvement in the company's business risk profile to "fair" from
weak, which could result in an upgrade.

S&P could revise the outlook to stable if the company is unable to
increase its proved developed reserves and reserve life at the
pace S&P expects.  S&P could also revise the outlook to stable if
the company's capital spending exceeds cash flows by more than its
current estimates, if it has weaker-than-expected operating
performance, or if there is a significant decrease in hydrocarbon
prices that would hurt cash flows and resulting financial
measures.


SPECIALTY HOSPITAL: Ombudsman Hires SAK Management as Advisor
-------------------------------------------------------------
Suzanne Koenig, the patient care ombudsman appointed in the
bankruptcy case of Specialty Hospital of Washington, LLC, asks the
U.S. Bankruptcy Court for authority to retain SAK Management
Services, LLC, as medical operations advisor for the Ombudsman.

The firm will, among other things, provide these services:

(a) conducting interviews of patients and facility staff as
    required;

(b) reviewing license and governmental permits; and

(c) reviewing adequacy of staffing, supplies and equipment.

The firm's rates are:

          Professional             Rate Per Hour
          ------------             -------------
          Suzanne Koenig               $400.00
          Joyce Ciyou                  $375.00
          Bruce Harris                 $375.00
          Elizabeth Ciyou - Allee      $350.00
          Shannon Hauser               $350.00
          Keith Hufsey                 $350.00
          Loretta Price                $350.00
          Helen Kouis                  $200.00

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

                         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.

The U.S. Trustee also has appointed Suzanne Koenig as Patient Care
Ombudsman in the Debtors' cases.


SPEEDEMISSIONS INC: Eliminates Non-Performing Stores
----------------------------------------------------
Speedemissions, Inc., completed the sale of certain operating
assets comprising five emission testing centers in the Houston,
Texas market.  The stores were sold to ZAK's & HF Enterprises,
LLC.  In exchange for these operating assets, Zak's paid the
Company $140,000 in cash along with a 12 month $60,000 note
receivable.  According to the Company, the shareholders of Zak's
were unrelated to it and its affiliates, and the purchase price
was determined by arms-length negotiations.

This transaction, coupled with the closing of four non-performing
stores in Atlanta and St. Louis in the past 60 days as leases have
expired, brings to thirty-three the number of stores the Company
now owns and operates.

Rich Parlontieri, president and CEO of Speedemissions stated,
"Over the past couple of years the Texas market has been a most
challenging one for us and has contributed significantly to the
Company's operating losses.  Eliminating those locations
detrimental to our cash flow, strengthening our retail stores that
are profitable, and a commitment to the development of progressive
product offerings like the ADVISR, our vehicle recall and
technical service bulletin report, are initiatives we believe can
make Speedemissions profitable once again."

                       About Speedemissions

Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.

As reported by the TCR on Oct. 17, 2013, Habif, Arogeti & Wynne,
LLP, resigned as the independent registered public accounting firm
for Speedemissions, Inc.  The reports of HA&W on the Company's
financial statements as of and for the fiscal years ended Dec. 31,
2012, and 2011 contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle, except the reports did
include statements raising substantial doubt about the Company's
ability to continue as a going concern.

As of March 31, 2014, the Company had $2.61 million in total
assets, $2.57 million in total liabilities, $4.57 million in
series A convertible redeemable preferred stock and and $4.53
million total shareholders' deficit.


STELLAR BIOTECHNOLOGIES: Files Copy of Investor Presentation
------------------------------------------------------------
Stellar Biotechnolgoies filed with the U.S. Securities and
Exchange Commission a copy of its June 2014 presentation.  The
presentation discussed about Company history, key facts and
financials, Company products, commercial strategy, among other
things.  A full-text copy of the presentation is available for
free at http://is.gd/emMSux

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies incurred a loss and comprehensive loss of
$14.88 million on $545.46 million of revenues for the year ended
Aug. 31, 2013, as compared with a loss and comprehensive loss of
$5.19 million on $286.05 million of revenues for the year ended
Aug. 31, 2012.  The Company incurred a loss and comprehensive loss
of $3.59 million for the year ended Aug. 31, 2011.  The Company's
balance sheet at Nov. 30, 2013, showed $17.44 million in total
assets, $9.03 million in total liabilities and $8.40 million in
total shareholders' equity.


SUGARHOUSE HSP: S&P Revises Outlook to Stable & Affirms 'B-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Philadelphia-based Sugarhouse HSP Gaming Prop. Mezz. L.P.
(Sugarhouse) to stable from positive.  At the same time, S&P
affirmed all ratings, including its 'B-' corporate credit rating.

The outlook revision reflects a reassessment of S&P's forecast,
which incorporates lower EBITDA generation than it previously
expected, and EBITDA growth over the next few years that will be
insufficient to offset highly accreting preferred interests (held
at Sugarhouse's parent).  S&P's reassessment follows EBITDA
declines in 2013 and the first quarter of 2014.  S&P expects that
EBITDA will be down in the mid-single-digit percent area in 2014,
partially because of the weak first quarter and construction
disruption for the rest of the year as Sugarhouse embarks on its
expansion plan.  Sugarhouse is planning to spend about $170
million, including $12 million of site work that the city of
Philadelphia will reimburse, to add new table games, incremental
slot machines, a poker room, new food and beverage amenities, a
new parking garage, and an events space.  While S&P believes the
expansion will drive high-single-digit percent EBITDA growth in
2015, this level of growth is still insufficient to offset highly
accreting preferred interests (held at Sugarhouse's parent).

S&P is affirming its 'B-' corporate credit rating since it expects
that over the next several quarters, Sugarhouse will maintain an
"adequate" liquidity profile through revolver availability and
cash flow generation, and since S&P expects EBITDA coverage of
cash interest expense to remain good, at around 3x.

S&P's 'B-' corporate credit rating reflects its assessment of
Sugarhouse's financial risk profile as "highly leveraged," and its
business risk profile as "vulnerable."

"Our assessment of Sugarhouse's financial risk profile as highly
leveraged reflects our expectation for adjusted leverage
(including preferred obligations held at Sugarhouse's parent) to
remain high, above 10x, and for total interest coverage (including
preferred interest) to remain low. at about 1x through 2015.  We
forecast a decline in EBITDA in 2014 and high-single-digit percent
growth in 2015.  We also expect meaningful accretion in the
preferred obligations at Sugarhouse's parent.  These risks are
partially mitigated by the company's EBITDA coverage of cash
interest expense, which should remain good at about 3x through
2015," S&P said.

"Our vulnerable business risk assessment reflects the highly
competitive operating environment in the Philadelphia region, with
three gaming properties within 25 miles of Sugarhouse, and
Sugarhouse's reliance on a single property, the Sugarhouse Casino.
Reliance on a single property heightens exposure to event risks
such as severe weather, and also results in increased
vulnerability to adverse changes to the competitive environment
and regional economic weakness.  In particular, we expect that the
opening of a second Philadelphia casino would drive a meaningful
decline in EBITDA at Sugarhouse, since Sugarhouse draws the
majority of its customers from within 10 miles of the property,"
S&P noted.


TECHPRECISION CORP: Names A. Shen as President, Ranor Division
--------------------------------------------------------------
TechPrecision Corporation disclosed on June 23 that it has
appointed Alexander (Alex) Shen as president of Ranor, a wholly
owned subsidiary division of TechPrecision Corporation, effective
immediately.  Mr. Shen replaces Robert Francis, who is departing
to pursue other opportunities.

Mr Shen has 31 years of demonstrated success in a broad range of
industries including metal fabrication, automotive, contract
manufacturing, safety and security, and industrial distribution.
Previously he served as CEO of Ryerson Mexico & Vice President -
International for Ryerson, Inc., Division General Manager & COO at
Sumitomo Electric Group, and he had a 10-year career at Alcoa's
Automotive Division with roles of increasing responsibility.  Mr.
Shen began his career with General Motors, moving to Chrysler,
before joining Alcoa.  His career includes multiple international
management roles in Japan, China, Mexico, and Europe, and he is
fluent in the Chinese and Japanese languages and cultures.  Mr.
Shen holds a B.S. in Engineering from Michigan State University.

"Alex brings great energy and commitment, evidenced by a track
record of successful leadership in turnarounds and strategic
growth opportunities including mergers and acquisitions,"
commented Leonard Anthony, Chairman of the Board and principal
executive officer.  "With his hands-on style, well-honed skill
sets and instincts, his expertise in scaling large-cap company
practices to mid-cap and micro-cap firms, and his extensive global
expertise, Alex is uniquely qualified to lead Ranor into the
future.  Alex has the full endorsement and support of the Board of
Directors.  We look forward to his leadership and welcome him to
the TechPrecision and Ranor team."

Mr. Shen added, "Throughout my career, I have sought out and
welcomed challenges such as Ranor.  I'm excited about the
opportunity to work with the Ranor team to achieve significant
improvement in near term profitability and long-term growth.  We
will be very focused on rebuilding customer confidence and
increasing shareholder value."

Mr. Francis has agreed to serve as a consultant to Ranor,
facilitating a smooth transition.  The Board of Directors of
TechPrecision thanks Mr. Francis for his service and wishes him
well in future endeavors.

The Company and Mr. Shen entered into an Employment Agreement
governing Mr. Shen's employment as president of Ranor.  Pursuant
to the Shen Employment Agreement, Mr. Shen will:

    (i) receive an annual base salary of $275,000;

   (ii) receive an award of stock options to purchase shares of
        the Company's common stock, granted pursuant to the
        TechPrecision Corporation 2006 Long-Term Incentive Plan,
        as amended, with a Black Scholes value of $250,000 at the
        time of grant; and

  (iii) be eligible for an annual cash performance bonus of up to
        50% of base salary, subject to goals and objectives set by
        the Board of Directors of the Company.

Under the Shen Employment Agreement, Mr. Shen also will be
eligible to participate in the Company's benefits provided to
other senior executives as well as benefits available to Company
employees generally.

                        About TechPrecision

TechPrecision Corporation (OTC BB: TPCSE), through its wholly
owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical
Components Co., Ltd., globally manufactures large-scale, metal
fabricated and machined precision components and equipment.

Loss from operations was $1.6 million in fiscal 2013 compared to
an operating loss of $3.4 million in fiscal 2012.

In their report on the consolidated financial statements for the
year ended March 31, 2013, KPMG LLP, in Philadelphia, Pa., said
that the Company was not in compliance with the fixed charges and
interest coverage financial covenants under their credit facility,
and the Bank has not agreed to waive the non-compliance with the
covenants.  "Since the Company is in default, the Bank has the
right to accelerate payment of the debt in full upon 60 days
written notice.  The Company has suffered recurring losses from
operations, and the Company's liquidity may not be sufficient to
meet its debt service requirements as they come due over the next
twelve months.  These circumstances raise substantial doubt about
the Company's ability to continue as a going concern."

As of Dec. 31, 2013, the Company had $18.85 million in total
assets, $11.30 million in total liabilities and $7.54 million in
total stockholders' equity.


TENSAR CORP: S&P Assigns 'B' CCR & Rates $30MM Facility 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Alpharetta, Ga.-based site-development solution
provider The Tensar Corp.  The outlook is stable. Concurrently,
S&P assigned 'B+' issue-level ratings to the company's $30 million
revolving credit facility due 2019 and $230 million first-lien
term loan due 2021.  The recovery rating on this debt is '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
in the event of a payment default.  S&P also assigned a 'B-' issue
level rating to the company's $85 million second-lien term loan
due 2022 with a '5' recovery rating, indicating S&P's expectation
of modest (10% to 30%) recovery in the event of a payment default.
According to the company, it will use proceeds from the term loans
to fund its acquisition by an affiliate of Castle Harlan Inc., a
private equity sponsor.

"The ratings on Tensar incorporate our assessment of its 'weak'
business risk profile and 'highly leveraged' financial risk
profile," said Standard & Poor's credit analyst David Kuntz.  The
business risk profile reflects S&P's view of its modest market
share in the highly competitive and widely fragmented site-
development solutions industry, reliance on a narrow set of
products, and exposure to volatile raw material costs.  It also
incorporates S&P's view that the company is dependent on cyclical
infrastructure and commercial construction sectors.  However, S&P
believes the company's product differentiation and global
distribution network partially offset some of these factors.  The
business risk profile also incorporates the company's generally
stable earnings, and S&P's view that this trend will continue over
the next year.

The stable outlook reflects S&P's view that the company will
demonstrate modest performance growth over the next year because
of higher infrastructure spending and equipment investment.  S&P
also believes that increased penetration of the company's products
will provide incremental revenues gains.  Although S&P projects
that the company will use some free operating cash flow to repay
funded debt, it forecasts that credit protection measures will
remain commensurate with a "highly leveraged" financial risk
profile over the next year.

Although S&P forecasts some modest performance gains, it do not
believe an upgrade is a likely outcome given its forecast for
leverage to remain in the mid-5.0x area and interest coverage in
the mid-2.0x area over the next year.  Any positive ratings
momentum would be predicated on EBITDA growth in the low double
digits area ahead of S&P's projections, resulting in leverage in
the mid-4.0x area and interest coverage modestly above 3.0x.
Additionally, an upgrade would be based on S&P's view that
financial policies have moderated and credit protection measures
would be sustainable at those levels.  Under this scenario, S&P
could revise its assessment of the financial risk profile to
"aggressive" from "highly leveraged".

S&P could consider a downgrade if spending in the infrastructure
and commercial equipment industries is meaningfully lower than its
forecast or a significant increase in raw material costs results
in performance erosion for the company.  Under this scenario,
revenues would be flat to slightly down and margins would be more
than 150 basis points below S&P's forecast.  As a result, leverage
would approach the mid-6.0x area and interest coverage would be
around 2.0x.  At that time, S&P could revise its comparable
ratings analysis to "negative" from "neutral".


TRM HOLDINGS: S&P Lowers CCR to 'B-' on Eroding Profitability
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ohio-based TRM Holdings Corp., the parent of gift
retailer Things Remembered Inc., to 'B-' from 'B'.  At the same
time S&P lowered its issue-level ratings on the company's senior
secured credit facility, consisting of a $30 million revolver and
a $147.7 million term loan, to 'B-' from 'B'.  S&P's recovery
rating of '3' remains unchanged on these debt instruments,
reflecting its expectation for meaningful (50%-70%) recovery in
the event of a payment default.  S&P also placed these ratings on
CreditWatch with negative implications.

"Our rating action reflects our expectation that the company's
performance will remain challenged and it could breach its
financial performance covenants in the upcoming quarter if it
doesn't successfully amend its credit agreement," said credit
analyst Mariola Borysiak.

The negative CreditWatch placement indicates that S&P could lower
its corporate credit rating further if the company breaches its
covenants in the upcoming quarters and is not able to obtain an
amendment or if such amendment significantly limits liquidity.  In
that scenario S&P would lower the rating into the 'CCC' category,
reflecting the lack of liquidity and S&P's view that the capital
structure would be unsustainable absent such liquidity and
prospects for cash generation.

If however, the company obtains the amendment such that S&P
believes it can sustain covenant cushion of more than 15% and its
revolver availability remains unchanged, it would likely remove
the ratings from CreditWatch and affirm existing 'B-' rating with
a negative outlook.  This would reflect S&P's belief that the
company's performance will remain challenged in the upcoming
quarters, but that liquidity would provide some time for attempts
at performance improvements.


UNITEK GLOBAL: Red Oak, et al., Own 10.5% Equity Stake
------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Red Oak Partners, LLC, and its affiliates disclosed
that as of June 16, 2014, they beneficially owned 2,034,701 shares
of common stock of UniTek Global Services, Inc., representing
10.58 percent based on 19,233,367 shares of common stock
outstanding at May 12, 2014, as reported by the Company on its
Form 10-Q for the quarter ended March 29, 2014, filed with the
U.S. Securities and Exchange Commission on May 15, 2014.  A full-
text copy of the regulatory filing is available at:

                         http://is.gd/c5AGNl

                    About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

UniTek Global reported a net loss of $52.07 million on $471.93
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $77.73 million on $437.59 million of revenues
in 2012.  The Company's balance sheet at Dec. 31, 2013, showed
$270.54 million in total assets, $259.08 million in total
liabilities and $11.45 million in total stockholders' equity.

                        Bankruptcy Warning

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in the Annual Report for the
year ended Dec. 31, 2013.

                           *     *     *

In the Oct. 17, 2013, edition of the TCR, Moody's Investors
Service assigned a Caa2 Corporate Family Rating to UniTek Global
Services, Inc.  UniTek's Caa2 CFR reflects the company's high
interest burden, delay in filing 2013 quarterly reports with the
SEC, lower than anticipated future revenues from one of its main
customers, and need to address internal control weaknesses over
financial reporting as of December 31, 2012 as cited in the
company's Form 10-K for the year ended Dec. 31, 2012.

As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'.  "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.


UNIVERSAL HEALTH: Ch. 11 Trustee Taps Peak 10 to Maintain Servers
-----------------------------------------------------------------
Soneet R. Kapila, the Chapter 11 Trustee for the estate of
Universal Health Care Group, Inc. and its debtor-affiliates, asks
for authorization from the U.S. Bankruptcy Court for the Middle
District of Florida to approve the selection of Peak 10, Inc. to
store and maintain computer servers and to approve the
compensation negotiated between the Trustee and Peak.

BankUnited, N.A. and the Trustee subsequently moved to modify the
Settlement Agreement, which this Court approved on Apr. 24, 2014.

The Modification, among other things, provided financing for the
storage and maintenance of the computer servers. BankUnited, in
the Modification, agreed to advance (a) the costs (up to $16,000)
associated with moving the computer servers to a new location and
(b) monthly costs (for a minimum of three months at $14,934 a
month) associated with maintaining the computer servers.
Accordingly, the Contract has been negotiated for termination on
relatively short notice.

Peak 10 can be reached at:

       PEAK 10, INC.
       4905 Belfort Road, Suite 145
       Jacksonville, FL 32256
       Tel: (904) 279-1777

                   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, PA.
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.


UNIVERSAL HEALTH: Ch. 11 Trustee Hires KapilaMukamal as Advisors
----------------------------------------------------------------
Soneet R. Kapila, the Chapter 11 Trustee for the estate of
Universal Health Care Group, Inc. and its debtor-affiliates, asks
authorization from the U.S. Bankruptcy Court for the Middle
District of Florida to employ KapilaMukamal, LLP as financial
advisors and accountants for the Trustee and for American Managed
Care, LLC, nunc pro tunc to May 1, 2014.

Effective May 1, 2014, Kapila & Company, the former financial
advisor and accountants to the Trustee and AMC, formed a new
entity, KapilaMukamal, LLP.  Kapila & Company will file separate
fee applications for all work on behalf of the Trustee and AMC
through Apr. 30, 2014.

The Trustee requested the Court's approval and authorize
compensation of reasonable fees and costs to KapilaMukamal upon
proper application to and approval by the Court, and grant other
and further relief as is just and proper.

Kapila & Company received a pre-petition retainer of $10,000 from
AMC. That retainer will remain with Kapila & Company and be
applied to its fees incurred through Apr. 30, 2014 upon proper
application to the Court.

The Chapter 11 Trustee believes 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.

                   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, PA.
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.


USEC INC: Needs More Time to Decide on Unexpired Leases
-------------------------------------------------------
USEC Inc. filed a motion with the U.S. Bankruptcy Court extending
the deadline for the Debtor to assume or to reject non-residential
real property leases for 90 days, through and including October 1,
2014.

The Debtor's initial period to assume or to reject the Leases
expires on the earlier of (a) the date of entry of an order
confirming the Plan, and (b) July 3, 2014.

The Leases relate to property that represents the entirety of the
Debtor's locations where it conducts its business.  All of the
Leases are necessary for the Debtor to maintain operations, store
valuable assets, and manage its business, as well as the business
of its non-debtor affiliates.  Without the relief requested,
rejection by operation of law at this time would result in
significant expense and disruption to the Debtor's operations, and
would certainly distract management from its restructuring
efforts.  Furthermore, given that two of the three Leases relate
to property involving classified information, relocation to
another facility without any planning would be nearly impossible
from a regulatory perspective and most likely would result in
irreparable harm to the Debtor's estate.  Therefore, it is
imperative that the Leases not be rejected by operation of law at
this time.

Although there are only three Leases that require review by the
Debtor, the Debtor has not yet been able to complete its analysis
of the Leases.  Instead, the Debtor has utilized the early portion
of this Chapter 11 Case to stabilize its businesses and work
toward an exit from chapter 11.

To date, the Debtor has:

   (a) obtained significant "first day" and other relief,
       including the continuation of employee programs,
       maintenance of its existing cash management system, and
       obtaining debtor-in-possession financing,

   (b) filed its schedules of assets and liabilities and
       statements of financial affairs,

   (c) negotiated and obtained approval of an agreement with Oak
       Ridge National Laboratory that will enable the Debtor to
       continue to operate the American Centrifuge Project,

   (d) prepared and filed monthly operating reports,

   (e) sought relief with respect to the limited demobilization of
       certain of the Debtor's business operations and the sale of
       certain assets, and

   (f) worked diligently with its constituents with the goal of
       obtaining approval of an amended Disclosure Statement and
       Plan.

Finally, the numerous business and legal issues facing the
Debtor, including issues involving government contracts and
funding, are at least as complex as those facing debtors in
bankruptcy cases of similar size.

The Debtor does not believe that its continued occupation of
leased space during the proposed extension period will damage the
landlords that are parties to the Leases given that each landlord
will continue to receive rental payments under the respective
Leases.

                          About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Hon. Christopher
S. Sontchi presides over the case.

D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel.  Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel.  Vinson &
Elkins is the Debtor's special counsel.  Lazard Freres & Co. LLC
acts as the Debtor's investment banker.  AP Services, LLC,
provides management services to the Debtor.  Logan & Company Inc.
serves as the Debtor's claims and noticing agent.  Deloitte Tax
LLP are the Debtor's tax professionals.  The Debtor's independent
auditor is PricewaterhouseCoopers LLP.  KPMG LLP provides fresh
start accounting services to the Debtors.


USEC INC: Has Green Light to Implement Limited Demobilization
-------------------------------------------------------------
USEC Inc. sought and obtained permission from the U.S. Bankruptcy
Court to effectuate the Limited Demobilization and take all
actions attendant thereto, including taking actions necessary to
effectuate the cessation of all activities relates to the EPC
Operations, the ACM Manufacturing Operations, and the PETE
Operations; provided, however, that the Debtor shall be precluded
from taking actions in furtherance of the Limited Demobilization
that would materially impair its ability to perform its obligation
under the American Centrifuge Technology Demonstration and
Operations Agreement by and between the Debtor and UT-Battele, LLC
as management and operating contractor of the Oaks Ridge National
Laboratory for the Department of Energy.

The Limited Demobilization shall be conducted in accordance with
the applicable law and regulations for the protection of public
health, safety, and environment.

The Order does not authorize the Debtor to sell any property
subject to the applicable laws and regulations regarding export
controlled property and equipment.

The Debtor is authorized to terminate executory contracts during
the pendency of the Chapter 11 Case in accordance with the terms
of such contracts or as maybe otherwise agreed by the parties.

The Debtor is authorized to direct the Non-Debtor ACP subsidiaries
to take actions necessary to effect the Limited Demobilization and
to make expenditures to cover the costs of such actions.

The Court also approved procedures for the rejection of contracts
and abandonment of property.

                          About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Hon. Christopher
S. Sontchi presides over the case.

D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel.  Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel.  Vinson &
Elkins is the Debtor's special counsel.  Lazard Freres & Co. LLC
acts as the Debtor's investment banker.  AP Services, LLC,
provides management services to the Debtor.  Logan & Company Inc.
serves as the Debtor's claims and noticing agent.  Deloitte Tax
LLP are the Debtor's tax professionals.  The Debtor's independent
auditor is PricewaterhouseCoopers LLP.  KPMG LLP provides fresh
start accounting services to the Debtors.


USEC INC: Exclusive Plan Filing Date Extended to Oct. 1
-------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware approved USEC Inc.'s request for an extension
of its exclusive plan filing period until Oct. 1, 2014, and its
exclusive solicitation period until Nov. 30.  The Debtor also
requested that such extensions be without prejudice to its right
to request further extensions or to seek other appropriate relief

                         About USEC Inc.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Hon. Christopher
S. Sontchi presides over the case.

D. J. Baker, Esq., Rosalie Walker Gray, Esq., Adam S. Ravin, Esq.,
and Annemarie V. Reilly, Esq., at Latham & Watkins LLP, serve as
the Debtor's general counsel.  Amanda R. Steele, Esq., Mark D.
Collins, Esq., and Michael J. Merchant, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtor's Delaware counsel.  Vinson &
Elkins is the Debtor's special counsel.  Lazard Freres & Co. LLC
acts as the Debtor's investment banker.  AP Services, LLC,
provides management services to the Debtor.  Logan & Company Inc.
serves as the Debtor's claims and noticing agent.  Deloitte Tax
LLP are the Debtor's tax professionals.  The Debtor's independent
auditor is PricewaterhouseCoopers LLP.  KPMG LLP provides fresh
start accounting services to the Debtors.


VICTORY ENERGY: Launches New Corporate Web Site
-----------------------------------------------
Victory Energy Corporation unveiled its new Web site at
www.vyey.com.  The new corporate and investor Web site provides
organized and comprehensive information about the Company's
assets, vision, leadership and corporate governance.

The Investor Relations section of the new Web site features
immediate posting of the Company's press releases as they are
issued, as well as the automated posting of SEC filings, XBRL
data, Insider Section 16 filings and detailed annual as well as
quarterly financial statements.  Stock data such as quotes, charts
and historical prices are updated on demand with a 20-minute delay
and the Company's financial tear sheet is updated daily after the
market close.  There is also an IR calendar featuring upcoming
events, conference calls, investor presentations, CEO interviews
and media coverage, as well as corporate videos and an up-to-date
frequently asked question section.

On June 25, 2014, representatives of Victory Energy made a
presentation at the GHS Energy 100 Energy Conference in Chicago,
Illinois.  The Company filed with the SEC a copy of that
presentation which is available for free at http://is.gd/8kFIW2

                        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.


WALTER ENERGY: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc.
is a borrower traded in the secondary market at 96.61 cents-on-
the-dollar during the week ended Friday, June 27, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a increase of 0.13
percentage points from the previous week, The Journal relates.
Walter Energy Inc pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 14, 2018.  The
bank debt carries Moody's B2 rating and Standard & Poor's B+
rating.  The loan is one of the biggest gainers and losers among
249 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


XZERES CORP: Paul DeBruce Reports 22.5% Equity Stake
----------------------------------------------------
Paul DeBruce disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that he is a beneficial owner
of beneficial owner of 11,324,159 shares of common stock of Xzeres
Corp. including 6,879,715 shares of Common Stock that may be
issued upon the exercise of warrants issued by the Company to him.
Based on 43,366,913 shares of Common Stock of XZERES Corp. issued
and outstanding on June 10, 2014 (as reflected in its Annual
Report on Form 10-K for the fiscal year ended Feb. 28, 2014), Mr.
DeBruce may be deemed the beneficial owner of 22.5% of the
outstanding shares of Common Stock.  A full-text copy of the
regulatory filing is available at http://is.gd/cp2Tbf

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

XZERES reported a net loss of $9.49 million for the year ended
Feb. 28, 2014, as compared with a net loss of $7.59 million for
the year ended Feb. 28, 2013.  The Company's balance sheet at
Feb. 28, 2014, showed $8.07 million in total assets, $13.37
million in total liabilities and a $5.30 million total
stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 28, 2014.  The independent
auditors noted that  the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


YRC WORLDWIDE: Claren Road Holds 4.9% Equity Stake
--------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Claren Road Asset Management, LLC, disclosed that as
of June 19, 2014, it beneficially owned 1,549,626 shares of common
stock of YRC Worldwide Inc. representing 4.96 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/jfhfSf

                         About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

The Company incurred a net loss of $83.6 million in 2013 following
a net loss of $136.5 million in 2012.  As of Dec. 31, 2013, the
Company had $2.06 billion in total assets, $2.66 billion in total
liabilities and a $597.4 million total shareholders' deficit.

                            *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
has upgraded the Corporate Family Rating for YRC Worldwide Inc.
("YRCW") from Caa3 to B3, following the successful closing of its
refinancing transactions.

In the Jan. 31, 2014, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its ratings on Overland Park,
Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc.
(YRCW), including the corporate credit rating to 'CCC+' from
'CCC', and removed them from CreditWatch negative, where they were
placed on Jan. 10, 2014.  "The upgrades reflect YRCW's improved
liquidity position and minimal debt maturities as a result of its
proposed refinancing," said Standard & Poor's credit analyst Anita
Ogbara.


* Argentina Bond Battle Enters New Phase
----------------------------------------
Ken Parks and Nicole Hong, writing for The Wall Street Journal,
reported that Argentina's feud with a small group of creditors is
poised to enter a critical phase.

According to the Journal, Argentina is on track to miss an
interest payment on June 30, setting in motion a 30-day grace
period for the country to make the payment and avoid its second
default in 13 years.  U.S. legal rulings bar Argentina from making
payments to creditors that have accepted the country's debt
restructurings since it defaulted in 2001, unless it also pays a
group of hedge funds that have refused to sign off, the Journal
related.

Law360 that a New York federal judge said Argentina's attempt to
pay $539 million to bondholders who agreed to prior restructurings
without paying holdout hedge funds is illegal and ordered The Bank
of New York Mellon Corp. to return the money to the Argentine
government.  During a packed hearing in a lower Manhattan
courtroom, U.S. District Judge Thomas P. Griesa derided
Argentina?s bid to pay the so-called exchange bondholders who
agreed to debt restructurings in 2005 and 2010 as "disruptive."

Judge Griesa in Manhattan has ordered Argentina to pay $1.5
billion to the holders of defaulted debt when it makes the next
payment on its restructured debt, due June 30, Bob Van Voris,
writing for Bloomberg News, reported.  On June 27, the judge
denied Argentina's request for a stay, which it claims is
necessary to allow it to negotiate a resolution with the
bondholders, Mr. Van Voris said.

"The injunctive relief ordered by the court ... does not even come
into play unless the Republic makes payments to the exchange
bondholders. The court has no control over whether or not the
Republic makes such payments," Law360 said, citing Judge Griesa's
order.

Law360, in a separate news report, said the United Nations' main
trade agency criticized recent U.S. Supreme Court rulings that
sided with hedge funds over Argentina in its efforts to
restructure its debt, saying they will make future debt workouts
more difficult and erode sovereign immunity.  The U.N. Conference
on Trade and Development said the high court has set legal
precedents which could have "profound consequences for the
international financial system," the Law360 added.

The case is NML Capital, Ltd. v. The Republic of Argentina, Case
No. 1:08-cv-06978 (S.D.N.Y.).


* BOND PRICING -- For Week From June 23 to 27, 2014
---------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
Alion Science &
  Technology Corp       ALISCI  10.250    75.043       2/1/2015
Allen Systems
  Group Inc             ALLSYS  10.500    52.000     11/15/2016
Allen Systems
  Group Inc             ALLSYS  10.500    52.500     11/15/2016
Brookstone Co Inc       BKST    13.000    45.000     10/15/2014
Brookstone Co Inc       BKST    13.000    44.625     10/15/2014
Brookstone Co Inc       BKST    13.000    44.625     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    40.750     12/15/2014
Caesars Entertainment
  Operating Co Inc      CZR     10.000    38.250     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     12.750    43.000      4/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    41.063     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    41.125     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    38.750     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    41.125     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    38.750     12/15/2018
Champion
  Enterprises Inc       CHB      2.750     0.250      11/1/2037
Endeavour
  International Corp    END      5.500    55.000      7/15/2016
Energy Conversion
  Devices Inc           ENER     3.000     0.125      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175     3.500      1/30/2037
Energy Future
  Holdings Corp         TXU      5.550    51.000     11/15/2014
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.000       4/2/2018
Global Geophysical
  Services Inc          GGS     10.500    48.250       5/1/2017
Global Geophysical
  Services Inc          GGS     10.500    36.500       5/1/2017
James River Coal Co     JRCC     7.875    11.650       4/1/2019
James River Coal Co     JRCC     4.500     2.000      12/1/2015
James River Coal Co     JRCC    10.000    12.250       6/1/2018
James River Coal Co     JRCC    10.000    11.000       6/1/2018
James River Coal Co     JRCC     3.125     4.000      3/15/2018
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
Lehman Brothers Inc     LEH      7.500    12.125       8/1/2026
MF Global Holdings Ltd  MF       6.250    47.250       8/8/2016
MF Global Holdings Ltd  MF       1.875    43.500       2/1/2016
MModal Inc              MODL    10.750    24.000      8/15/2020
MModal Inc              MODL    10.750    24.000      8/15/2020
Momentive Performance
  Materials Inc         MOMENT  11.500    31.000      12/1/2016
Motors Liquidation Co   MTLQQ    7.200    11.250      1/15/2011
Motors Liquidation Co   MTLQQ    7.375    11.250      5/23/2048
Motors Liquidation Co   MTLQQ    6.750    11.250       5/1/2028
NII Capital Corp        NIHD    10.000    31.000      8/15/2016
Navient Corp            NAVI     3.500    99.903       7/1/2014
OnCure Holdings Inc     RTSX    11.750    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Pulse Electronics
  Corp                  PULS     7.000    75.364     12/15/2014
River Rock
  Entertainment
  Authority/The         RIVER    9.000    20.050      11/1/2018
TMST Inc                THMR     8.000    17.125      5/15/2013
Terrestar
  Networks Inc          TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    14.875      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    14.813      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    12.000      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    14.500      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    12.875      11/1/2016
Verso Paper Holdings
  LLC / Verso
  Paper Inc             VRS     11.375    48.000       8/1/2016
WCI Finance LLC /
  WEA Finance LLC       WDCAU    5.700   110.240      10/1/2016
WEA Finance LLC         WDCAU    7.125   118.941      4/15/2018
WEA Finance LLC /
  WT Finance Aust
  Pty Ltd               WDCAU    6.750   121.541       9/2/2019
WEA Finance LLC /
  WT Finance Aust
  Pty Ltd               WDCAU    5.750   105.652       9/2/2015
WEA Finance LLC /
  WT Finance Aust
  Pty Ltd               WDCAU    6.750   121.553       9/2/2019
Western Express Inc     WSTEXP  12.500    79.000      4/15/2015
Western Express Inc     WSTEXP  12.500    79.000      4/15/2015



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***