TCR_Public/140116.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 16, 2014, Vol. 18, No. 15

                            Headlines

ADANAC MOLYBDENUM: No Ruby Creek Investor; To Liquidate
AGFEED INDUSTRIES: Seeks Extension of Exclusive Periods
AFA INVESTMENTS: No Recovery for Gen. Unsec. Creditors Under Plan
AMERICAN AIRLINES: Slot Sales to End Some Nonstop Flights
AMERICAN REALTY: Case Dismissal Bid Hearing Continued to Jan. 28

AMESBURY LAND: Voluntary Chapter 11 Case Summary
APACHE JUNCTION: Governmental Claims Bar Date Set for April 15
BON-TON STORES: 2013 Guidance Revision No Impact on Moody's B2 CFR
BRAFFITS CREEK: Kennedy Funding Completes $28.86-Mil. Note Sale
BURNAND & CO: Distribution Rights to Be Auctioned Off Feb. 19

C & K MARKET: May Sell 21 Stores to Pay U.S. Bank Debt
C & K MARKET: Wins Final Okay of $25 Million DIP Financing
CALVARY CHAPEL OF PRESCOTT: Foreclosure Auction on Jan. 28
CAPITOL BANCORP: Hearing on Plan Confirmation Adjourned to Jan. 21
CASCADE AG: Liquidating Agent May Pay One PacificCoast Loans

CASTRO PROPERTIES: Real Property to Be Auctioned Off Jan. 21
CASTRO PROPERTIES: Assets of Agricola Pony, Produce to Be Sold
CHARTER COMMUNICATIONS: Moody's Reviews 'Ba2' CFR for Downgrade
COLOSSUS MINERALS: Files Notice of Intention Under BIA
COLOSSUS MINERALS: Approves Sandstorm's Restructuring Proposal

COMMUNITY HEALTHCARE OF DOUGLAS: SAMC Being Sold to PCH
CONEXANT SYSTEMS: Court Holds Creditor in Contempt Over Suit
COOPER LIMITED: Jan. 23 Auction for Quick N' Clean Car Wash
CUBIC ENERGY: Anchorage, et al., to Sell 98.7MM Common Shares
DEERFIELD RETIREMENT: Proposes Dorsey & Whitney as Attorneys

DEERFIELD RETIREMENT: Hiring North Shores as Advisor
DEGROOT INVESTMENT: 66 Condo Units to Be Sold at Feb. 13 Auction
DETROIT, MI: Foundations Pledge $330 Million to Save Art
DETROIT, MI: Lazard Okayed as Fin'l Advisor to Retiree's Panel
DETROIT, MI: U.S. Trustee Forms Five-Member Creditors Committee

DEWEY & LEBOEUF: Trustee Sues 3 Former Partners to Recover $14MM
DIOCESE OF STOCKTON: To File Bankruptcy to Halt Case, Says Firm
DIVERSIFIED MANAGEMENT: Foreclosure Auction Set for Feb. 20
DIVERSIFIED SOLUTIONS: Case Summary & 20 Top Unsecured Creditors
EAGLE ROCK: Moody's Places 'B1' CFR on Review for Downgrade

EDGENET INC: Voluntary Chapter 11 Case Summary
EQ PHOENIX: Assets to Be Sold at Feb. 7 Foreclosure Auction
EVENT PARTNERS: Case Summary & 20 Largest Unsecured Creditors
FIBERTOWER CORP: Bondholders Support Restructuring Plan
FISKER AUTOMOTIVE: Fisker Switzerland Wants UCC Rights Preserved

FOOTHILL/EASTERN: Fitch Affirms Series 1995A Bonds From Watch Neg.
FPB BANCORP: KCG Americas Held $10% Equity Stake at Dec. 31
GARLOCK SEALING: Ruling Endorsed Bates White's Methods
GENERAL MOTORS: Expects Modest Earnings Gain in 2014
GEOMET INC: T. Rowe Price Held 10.8% Equity Stake at Dec. 31

GREEN FIELD: Committee Wins Bid for Ch. 11 Examiner Appointment
IMH FINANCIAL: Gets Final Class Action Settlement Approval
INTELLICELL BIOSCIENCES: Issues 6MM Additional Shares to Hanover
J.C. PENNEY: To Close 33 Stores, Cut 2,000 Jobs
JAMES RIVER: Inks First Amendment to GE Capital Credit Agreement

JOHN D. OIL & GAS: Jan. 27 Hearing on 3rd Amended Plan Outline
JIMMY HANSEN LAND: Case Summary & Largest Unsecured Creditors
KREIN-TWO: Assets to Be Sold at Feb. 26 Foreclosure Auction
LIC CROWN: Stepped Out of Bankruptcy Protection January 9
LOEHMANN'S HOLDINGS: Taps Epiq as Administrative Agent

LOEHMANN'S HOLDINGS: Hires Stroock & Stroock as Counsel
LOEHMANN'S HOLDINGS: Taps Clear Thinking for Restructuring Advise
LOEHMANN'S HOLDINGS: Panel Balks at Canaccord Hiring
LONGVIEW POWER: Seeks Mediator in Dispute with Contractors
MIRAGE CROSSING: 2 Condo Units to Be Sold at Jan. 23 Auction

NTELOS INC: Moody's Assigns 'B1' Rating on Sr. Secured Term Loan
NTELOS INC: S&P Retains 'B' Rating Following $148MM Loan Add-On
PATIENT SAFETY: Stryker Corp Held 28.2% Equity Stake at Dec. 31
PERRY ELLIS: Lenders Lower Pricing, Extend Maturity
PERSONAL COMMUNICATIONS: Targeting March Liquidating Plan Hearing

PHOENIX COMPANIES: Moody's Withdraws 'Caa1' Senior Debt Rating
PICCADILLY RESTAURANTS: Atalaya & Yucaipa Spar at Plan Hearing
PROMETHEUS HEALTH: Voluntary Chapter 11 Case Summary
PUBLIC LEDGER: Historic Building Goes Into Receivership
QUAIL RUN COMPANY: Voluntary Chapter 11 Case Summary

QUEEN CREEK CAFE: Real Property to Be Sold at Jan. 23 Auction
REALOGY GROUP: S&P Raises CCR to 'BB-' in Improving Performance
RESIDENTIAL CAPITAL: $1.135MM Deal Resolving 4 Class Suits Okayed
RIH ACQUISITIONS: Can Employ Imperial as Financial Advisor
RIH ACQUISITIONS: Taps Mercer as Compensation Consultant

RIH ACQUISITIONS: Can Employ Willkie Farr as Corporate Counsel
SALON DOMINICANO: Files for Chapter 7 Liquidation
SANDY CREEK: S&P Assigns 'BB-' Rating to $1.025-Bil. Term Loan
SCIENTIFIC LEARNING: Nantahala Capital Held 19% Stake at Dec. 31
SOUTH FLORIDA SOD: Exclusive Solicitation Period Extended

SOUTH FLORIDA SOD: U.S. Trustee Balks as Approval of Plan Outline
SOUTH FLORIDA SOD: Hires NAG as Real Estate Broker
SPROUTS FARMERS: S&P Raises CCR to 'BB-'; Outlook Stable
ST. FRANCIS' HOSPITAL: Rival Bidders Emerge Ahead of Auction
STACY'S INC: Disclosure Statement Hearing on Jan. 29

STEELCASE INC: Moody's Withdraws 'Ba1' Corporate Family Rating
TRILITO INC: Case Summary & 3 Unsecured Creditors
UNIFIED 2020: Hortons et al. Join In Objections to Plan Outline
VARISH DEVELOPMENT: Case Summary & 3 Unsecured Creditors
VERMILLION INC: To Offer 2.3MM Shares Under 2010 Incentive Plan

VIGGLE INC: To Offer $57.5 Million Worth of Common Shares
W.R. GRACE: Court OKs Additional Services by Blackstone
W.R. GRACE: Towers Watson Approved as FCR Consultant
W.R. GRACE: Court Approves Advisors' Fees for April-June 2013
W.R. GRACE: Amends Schedule of Liabilities

WATERJET HOLDINGS: Moody's Assigns B2 Corporate Family Rating
WESLEY HARMON LIVING: Assets to Be Auctioned Off March 24
WESTERN FUNDING: Opposes Committee Bid to Tap Amherst
YRC WORLDWIDE: Moody's Affirms Caa3 CFR & Alters Outlook to Neg.

* Bankruptcy Inadmissible to Show Motive for Stealing
* Ezra Brutzkus Gubner Comments on Law v. Siegel Case
* Fla. S.C. Rejects Restriction on Receiverships
* Supreme Court Hears Case to Limit Equity Powers

* Alliance Survey Highlights Growing Complexity of Business Risks
* ILR Outlines Reforms to Curb Abusive Asbestos Suits in West Va.

* Chris Ricciardi & Doug Laux Join GrizzlyRock's Management Team
* Michael Scodro Joins Jenner & Block's Chicago Office as Partner

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


ADANAC MOLYBDENUM: No Ruby Creek Investor; To Liquidate
-------------------------------------------------------
Adanac Molybdenum Corporation's sole asset is the Ruby Creek
Project, which comprises an undeveloped primary molybdenum
deposit, located approximately 24 kilometers northeast of Atlin,
British Columbia.  Adanac's strategic focus over the past two
years has been to sell all or part of Ruby Creek or Adanac.

Adanac believes that Ruby Creek offers significant investment
potential:

   -- Ruby Creek is 100% owned, with no carried interests,
      royalties or off-take arrangements.

   -- Ruby Creek is fully permitted for construction and nearly
      fully permitted for operation.

   -- The NI 43-101 compliant May 2009 Resource Statement outlined
      a Measured and Indicated resource of 275.4 million tonnes
      grading 0.067% molybdenum.  The 407.9 million pound M&I
      resource represents a 38% increase over the 2007 Resource
      Update.

   -- The now out-of-date December 2007 Feasibility Study needs to
      be updated to reflect this significant 38% increase.
      Additionally, molybdenum prices, while currently depressed,
      have the potential to improve significantly, including as a
      result of the increase in oil and natural gas drilling and
      pipeline construction. Project economics hold the potential
      for other improvements, including the substitution of
      liquefied natural gas for diesel to power operations.

   -- The May 2009 Resource Statement and December 2007
      Feasibility Study encompass significant amounts of
      information about drilling, assaying, metallurgical test
      work, environmental studies and permitting, garnered
      over more than twenty years.

   -- Metallurgical test results demonstrate that Ruby Creek
      molybdenum concentrate will meet or exceed the content
      specifications required by toll roasters.

   -- Ruby Creek is accessible year round via an Adanac-improved
      dirt road, and is three hours by road from both Whitehorse,
      Yukon and from the port of Skagway, Alaska.

   -- The Project enjoys strong government and local community
      support.

   -- While Ruby Creek is designed as an open pit, the
      Climax/Henderson-style geology and several high-grade drill
      holes indicate the potential for further underground
      development beneath and/or adjacent to the pit.

Notwithstanding Ruby Creek's significant investment potential, if
no suitable third party investor emerges in the near term, the
Company intends to initiate a process to liquidate its assets and
return net proceeds to Adanac shareholders pursuant to a voluntary
liquidation and dissolution process under the Business
Corporations Act (British Columbia).  Such a proposed liquidation
will require the approval of shareholders by a two-thirds majority
vote at a Special Meeting, which Adanac intends to hold in
conjunction with its Annual General Meeting as soon as is
practical subsequent to completion of the annual audit for the
fiscal year ending February 28, 2014.


AGFEED INDUSTRIES: Seeks Extension of Exclusive Periods
-------------------------------------------------------
AgFeed USA, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive period to file a
plan until March 14, 2014, and their exclusive period to solicit
acceptances of that plan until May 12.

The Debtors state in court papers that they need the additional
time to remain in active and ongoing negotiations with a number of
constituencies in an effort to reach resolution of outstanding
issues in connection with the Plan filed on Dec. 18, 2013.  The
Debtors related that they have successfully closed two sales,
including one for the stock of AgFeed Industries, Inc. (British
Virgin Islands) to a Chinese purchaser, which sales generated
$94.2 million.

A hearing on the Debtors' request is set for Feb. 11, 2014, at
10:00 a.m. (ET).  Objections are due Jan. 24.

                      About AgFeed Industries

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

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

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

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

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


AFA INVESTMENTS: No Recovery for Gen. Unsec. Creditors Under Plan
-----------------------------------------------------------------
AFA Investment Inc., et al., submitted to the U.S. Bankruptcy
Court for the District of Delaware a Joint Chapter 11 Plan of
Liquidation and Disclosure Statement.

The Plan, dated Dec. 24, 2013, aims to facilitate the continued
liquidation and distribution of the Debtors' remaining assets and
the winddown of their estates, consistent with a global settlement
among the Debtors and its major stakeholders.

The Plan provides for the designation of six classes of claims and
interests:

  * Class 1 Non-Priority Claims
  * Class 2 Second Lien Lender Secured Claims
  * Class 3 Other Secured Claims
  * Class 4 Twenty-Day Claims
  * Class 5 General Unsecured Claims
  * Class 6 Equity Interests

Only Claim Classes 2 and 4 will be entitled to vote on the Plan.

As to holders of Class 2 Second Lien Lender Claims, impaired
recoveries vary per claimant as negotiated and allocated in a
global settlement -- with no claimant receiving full recovery.

Expected recovery for holders of Class 4 Twenty-Day Claims is
pegged at 5% to 58%.  Recovery for this Class will depend on,
among other things, (a) the amount of other Allowed Administrative
Claims, Priority Tax Claims and costs of administering the Plan;
and (b) the recoveries on Avoidance Actions and Causes of Action.

No distribution to holders of Class 5 Gen. Unsecured Claims is
anticipated.

Class 6 Equity Interests will be cancelled on the Plan Effective
Date.

Class 1 and 6 Claims will have 100% recovery.

                         Global Settlement

The Global Settlement was negotiated by the Debtors; the Official
Committee of Unsecured Creditors; Term B Loan Lenders; the agent
for the second lien lenders; Beef Products Inc. (BPI); American
Capital Limited (ACAS); other prepetition second lien lenders; and
Nelia Sanchez, on behalf of herself and others similarly situated.
It serves as the foundation of the Plan and was approved by the
Bankruptcy Court in early October 2013.

Among other things, the Settlement provides that the liens and
claims of the Second Lien Agent, American Capital Ltd. (ACAS), and
the WARN claimants, among others.  The Second Lien Claim is deemed
allowed in an amount no less than $71,595,210 and the Second Lien
Agent, on behalf of itself and for the benefit of Second Lien
Lenders, holds an allowed superpriority Adequate Protection Claim
for $2,250,000.  ACAS will hold an allowed secured claim for
$3,100,000.  Distributions on WARN Claims will be funded solely by
the first $1,650,000 in net recoveries from Avoidance Actions.

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

       http://bankrupt.com/misc/AFAINVESTMENT_DSDec24.PDF

The Plan Administrator can be reached at:

          David J. Beckham
          c/o FTI Consulting, Inc.
          1001 17th Street
          Suite 1100
          Denver, 80202
          Tel No: (303) 689-8800
                  (303) 689-8803
          E-mail: dave.beckman@fticonsulting.com

The Second Lien Agent is represented by:

          MORRIS, NICHOLS, ARSHT & TUNNELL LLP
          1201 N. Market St.
          P.O. Box 1347
          Wilmington, Delaware 19899-1347
          Tel No: (302) 658-9200
          Fax No: (302) 658-3989
          Attn: Robert J. Dehney, Esq.
                Andrew R. Remming, Esq.
                rdehney@mnat.com
                aremming@mnat.com

               -- and ?

          MUNGER, TOLLES & OLSON LLP
          355 South Grand Ave.
          35th Floor
          Los Angeles, California 90071
          Tel No: (213) 683-9100
          Fax No: (213) 683-5193
          Attn: Thomas Walper, Esq.
                thomas.walper@mto.com

The WARN Claimants are represented by:

          OUTTEN & GOLDEN LLP
          3 Park Avenue, 29th Floor
          New York, New York 10016
          Tel No: (212) 245-1000
          Fax No: (212) 646-509-2060
          Attn: Jack A. Raisner
                Rene S. Roupinian
                jar@outtengolden.com
                rsr@outtengolden.com

American Capital, Ltd. is represented by:

                YOUNG CONAWAY STARGATT & TAYLOR, LLP
                One Rodney Square
                1000 West Street, 17th Floor
                Wilmington, Delaware 19801
                Tel No: (302) 571-6600
                Fax No: (302) 571-1253
                Attn: Joseph M. Barry
                      jbarry@ycst.com

                      -- and ?

                ARNOLD & POTTER LLP
                555 Twelfth Street, N.W.
                Washington, D.C. 20004-1206
                Tel No: (202) 942-5000
                Fax No: (202) 942-5999
                Attn: Michael L. Bernstein
                      Dana B. Yankowitz
                      michael.bernstein@aporter.com
                      dyankowitz@aporter.com

                         About AFA Foods

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Slot Sales to End Some Nonstop Flights
---------------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reported that
American Airlines Group Inc. said its planned sale of takeoff and
landing slots at Washington's Reagan National Airport will result
in it discontinuing daily nonstop flights to 17 cities, including
large ones such as Detroit, Minneapolis, San Diego and Montreal.

According to the report, American, which merged with US Airways
Group Inc. on Dec. 9, was required by the Justice Department in an
antitrust settlement to sell slots at Reagan National and New
York's LaGuardia Airport, along with giving up gates at five
airports.

Southwest Airlines Co. and Virgin America Inc. last month were
selected to acquire 17 slot pairs at La Guardia, the report
related.  As a result of those divestitures, American said on Jan.
15, it will no longer operate nonstop service from La Guardia to
Atlanta, Cleveland and Minneapolis. But by combining its network
with US Airways, the enlarged company expects to add new flights
to 10 small cities from La Guardia beginning April 1.

The larger divestiture is that of enough slots to operate 52 daily
flights out of Reagan National, the Journal said.  Initial bids in
a blind auction were due last week and it is expected that the
Justice Department will look over the bids and then turn over the
negotiations to American. Those slots are believed to be divided
into four bundles, said a person following the matter, with the
potential for three or four airlines to win new or increased
access at the Virginia airport, which is very close to downtown
Washington, D.C.

American said the Reagan divestitures also will cause it to drop
daily nonstop service to destinations such as Little Rock, Ark.,
Omaha, Neb., Fayetteville, N.C., Myrtle Beach, S.C., and Pensacola
and Tallahassee, Fla., the report further related.  The Fort
Worth, Texas-based airline said customers will still have access
to Reagan National, which remains a hub for the merged airline,
through connecting flights from one or more of American's other
eight hubs.

                     About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN REALTY: Case Dismissal Bid Hearing Continued to Jan. 28
----------------------------------------------------------------
The hearing on the motion to dismiss the chapter 11 case of
American Realty Trust, Inc. or to convert the case to one under
chapter 7 of the Bankruptcy Code has been continued to Jan. 28,
2014, at 9:00 a.m. in Dallas bankruptcy court.

Dallas, Texas-based American Realty Trust, Inc., is a subsidiary
of the real estate giant American Realty Investors Inc.  Coping
with a $73 million legal judgment from an apartment purchase that
collapsed more than a decade ago, American Realty Trust, Inc.,
filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883)
in Las Vegas on Jan. 26, 2012.  The case was later dismissed on
Aug. 1, 2012, by Judge Mike K. Nakagawa.

Creditors David M. Clapper, Atlantic XIII, LLC, and Atlantic
Midwest, LLC -- Clapper Parties -- sought the dismissal, citing,
among other things, the Debtor has been stripped off of its assets
prepetition and its ownership structure changed 10 days before the
bankruptcy filing in an admitted effort to avoid disclosures to
the Securities and Exchange Commission.

American Realty Trust then filed for Chapter 11 protection (Bankr.
N.D. Ga. Case No. 12-71453) on Aug. 29, 2012, with Bankruptcy
Judge Barbara Ellis-Monro presiding over the case.  The case was
later transferred from Atlanta to Dallas (Bankr. N.D. Tex. Case
No. 13-30891) effective Feb. 22, 2013, at the behest of the
Clapper Parties.  The Clapper Parties, who won a $72 million
judgment against the Debtor, again sought to move the case to
Forth Worth and reassign the case to Judge Russell Nelms on
grounds that Judge Nelms has experience with the parties and the
issues raised in the dismissal motion filed by the Atlantic
Parties.

The Debtor has scheduled assets totaling $79,954,551, comprised
of (i) real property valued at $87,884; (ii) equity interests in
affiliated entities of an unknown value; and (iii) litigation
claims valued at $79,866,667.  The Debtor has scheduled
liabilities totaling $85,347,587.95, comprised of: (i) $10,437.73
in unsecured priority tax claims; and (ii) unsecured non-priority
claims of $85,336,886.61 (of which at least $77,164,701.14 are
contested litigation claims against the Debtor).

The Bankruptcy Court authorized the Debtor to employ Gerrit M.
Pronske, Esq., and Pronske & Patel, P.C. as counsel.


AMESBURY LAND: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Amesbury Land Associates, Inc.
        12-14 South Hunt Road
        Amesbury, MA 01913

Case No.: 14-10111

Chapter 11 Petition Date: January 14, 2014

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Joan N. Feeney

Debtor's Counsel: Michael B. Feinman, Esq.
                  FEINMAN LAW OFFICES
                  Northmark Bank Building
                  69 Park Street
                  Andover, MA 01810
                  Tel: (978) 475-0080
                  Fax: (978) 475-0852
                  E-mail: mbf@feinmanlaw.com

Total Assets: $2.01 million

Total Liabilities: $1.13 million

The petition was signed by Marycarol Fowler, president.

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


APACHE JUNCTION: Governmental Claims Bar Date Set for April 15
--------------------------------------------------------------
The Bankruptcy Court for the District of Arizona set April 15,
2014, as the deadline for government agencies to file proof of
claim forms in the Chapter 11 case of Apache Junction Hospital,
LLC.

The Court had set Dec. 16, 2013, as the deadline for most
entities, other than the government entities, to file proofs of
claim.

Apache Junction Hospital, LLC, dba Arizona Regional Medical
Center, filed for Chapter 11 (Bankr. D. Ariz. Case No. 13-18188)
on Oct. 17, 2013.  Judge Hon. Eileen W. Hollowell oversees the
case.  The hospital operator estimated $1 million to $10 million
in both assets and liabilities.  The petition was signed by Grant
Lyon, chief restructuring officer.  A list of the Debtor's 20
largest unsecured creditors is available for free at
http://bankrupt.com/misc/azb13-18188.pdf

The Debtor is represented by:

         Thomas J. Salerno, Esq.
         Bradley A. Cosman, Esq.
         K. Derek Judd
         SQUIRE SANDERS (US) LLP
         One East Washington Street, Suite 2700
         Phoenix, AZ 85004
         Tel: (602) 528-4000
         E-mail: thomas.salerno@squiresanders.com
                 bradley.cosman@squiresanders.com
                 derek.judd@squiresanders.com


BON-TON STORES: 2013 Guidance Revision No Impact on Moody's B2 CFR
------------------------------------------------------------------
Moody's Investors Service stated that The Bon-Ton Stores, Inc's
downward revision to 2013 earnings guidance has no current impact
on B3 Corporate Family Rating and stable outlook.

Headquartered in York, Pennsylvania and Milwaukee, Wisconsin, The
Bon-Ton Stores Corporation operates 273 stores in 25 Northeastern,
Midwestern and upper Great Plains states under the Bon-Ton,
Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and
Younkers nameplates. LTM revenues are approximately $3 billion.


BRAFFITS CREEK: Kennedy Funding Completes $28.86-Mil. Note Sale
---------------------------------------------------------------
Kennedy Funding on Jan. 14 disclosed that it has closed a $28.86
million note sale for Braffits Creek Estates, LLC, announced
Kevin Wolfer, president and CEO of the direct private lender.
Kennedy Funding had previously provided a loan in that amount to
the borrower, secured by 2,654 acres of land at Cedar Mountain,
Iron County, Utah.

Located just 10 miles from the noted Brian Head Ski Resort in
Cedar City, Utah, the site's initial phase was approved for
residential development, including 145 five-acre "off the grid"
lots, of which most have been sold and improved with homes.  Phase
two was approved for 239 five-acre lots, followed by a 1,028-acre
phase three zoned for 20-acre lots.  The master plan also calls
for a hotel, spa and an 18-hole golf course.  The borrower has
also spent more than $10 million on infrastructure improvements.

"When the borrower initially approached us, they needed a loan to
move the project forward," said Mr. Wolfer.  "The project has seen
a great deal of progress, and we are pleased to have been able to
complete the note sale.

"Lending for residential has become an important part of what we
do," said Mr. Wolfer.  "It is arguably the strongest real estate
sector right now, and when it's paired with recreational and
resort uses, or has them in close proximity, that is all the more
attractive as an opportunity.  In addition to the financing and
eventual note sale for the Cedar Mountain, Utah property, our firm
has recently provided financing for similar projects in such
diverse -- and international?locations as Johnsonville, SC, Tampa,
FL and the Dominican Republic."

                      About Kennedy Funding

Kennedy Funding -- http://www.kennedyfunding.com-- is a direct
private lender that specializes in bridge loans for commercial
property and land acquisition, development, workouts,
bankruptcies, and foreclosures.  The company has closed over $2.5
billion in loans to date. The firm's creative financing expertise
enables the closing of equity-based loans of up to a 70% loan-to-
value ratio, from $1 million to more than $50 million, in as
little as five days.  Kennedy Funding continues to actively seek
new funding opportunities throughout the world.

                  About Braffits Creek Estates LLC

Braffits Creek Estates LLC filed for Chapter 11 protection (Bankr.
D. Nev. Case No. 12-19780) on Aug. 23, 2012.  Bankruptcy Judge
Bruce A. Markell presides over the case.  David J. Winterton, &
Assoc., Ltd., represents the Debtor in its restructuring effort.
The Debtor disclosed $25,003,800 in assets and $33,959,140 in
liabilities as of the Chapter 11 filing.


BURNAND & CO: Distribution Rights to Be Auctioned Off Feb. 19
-------------------------------------------------------------
Assets of Burnand & Co., Incorporated, will be sold at public
auction to the highest qualified bidder on Feb. 19, 2014, at 11:00
a.m. at the main entrance of the Santa Cruz County Complex 2150
North Congress Drive Nogales, Arizona.

The assets secure debt owed to First Fidelity Bank, N.A.  The
"Collateral" means all the Debtor's rights and privileges,
including the right to receive the proceeds under all
Distributor's Rights Under Growers' Agreements that the Debtor
will enter into from time to time.

Counsel to Fidelity is:

         Christopher M. McNichol
         Attention: Amey Wheeler
         GUST ROSENFELD P.L.C.
         One East Washington Street, Suite 1600
         Phoenix, AZ 85004-2553
         Tel: (602) 257-7972

There Is No Warranty Or Opinion Of Any Nature Relating To Title,
Possession, Quiet Enjoyment, Quality, Fitness For Particular
Purposes Or The Like In This Disposition Of The Collateral.


C & K MARKET: May Sell 21 Stores to Pay U.S. Bank Debt
------------------------------------------------------
The Hon. Frank R. Alley of the U.S. Bankruptcy Court for the
District of Oregon authorized C & K Market, Inc., to sell assets
pursuant to store closing sales.  The Court said proceeds of any
asset sales will be remitted directly to U.S. Bank National
Association for application to obligations owing to U.S. Bank.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
the Debtor sought for authorization to sell or close approximately
21 of its 60 stores after determining that conducting store
closing sales will maximize value to its estate and its creditors.

As a necessary part of the store closing sale process, the Debtor
sought a waiver from any state or local laws purporting to
restrict or otherwise govern "store closing," "liquidation,"
"going-out-of-business" or similarly themed sales, except any laws
for the protection of the health and safety of the public, and any
consumer protection laws.

The TCR on Jan. 7, 2014, reported that Great American Group, LLC,
is authorized to conduct the store closing sales.

                         About C&K Market

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

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

The Debtors are represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtors' financial advisor.  Great American Group,
LLC, will conduct the store closing sales.

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


C & K MARKET: Wins Final Okay of $25 Million DIP Financing
----------------------------------------------------------
The Hon. Frank R. Alley of the U.S. Bankruptcy Court for the
District of Oregon authorized, on a final basis, C & K Market,
Inc., to (i) obtain from U.S. Bank National Association a debtor-
in-possession facility comprised of a committed, secured revolving
line of credit in an aggregate principal amount equal to the
lesser of (i) $23 million; (ii) the borrowing base as of the day
plus $12 million; or (iii) the sum of the amounts set forth in the
budget for the day under the line items entitled "Projected Ending
Revolver Balance" and "DIP Ending Balance," plus $4 million, plus
the Unrealized Sale Amount for such day.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
outstanding advances under the DIP Facility will bear interest at
the rate per annum applicable to Revolving Loans, generally LIBOR
plus 2.5% to LIBOR plus 3%, plus 2%.  Upon the occurrence and
during the continuance of an Event of Default, the aggregate
principal amount of all outstanding obligations under the DIP
Facility will bear interest at the non-default rate, plus 2%.

The DIP Facility will be secured by a first-priority perfected
security interest and lien in favor of U.S. Bank on all Collateral
plus all other assets of Debtor, subject only to valid, perfected,
prior prepetition liens, Priming Interests and Permitted Liens and
the Carveout, and excepting any avoidance actions and the proceeds
thereof under Sections 544, 547, 548, 549 and 553 of the
Bankruptcy Code.

The DIP Advances and all other postpetition indebtedness owing to
U.S. Bank will be allowable under Section 503(b)(1) of the
Bankruptcy Code as an administrative expense with priority
pursuant to the provisions of Section 364(c)(1) over all other
administrative expenses and all other expenses and claims, subject
only to the Carve-Out.

U.S. Bank has agreed to a "carve-out" in an amount equal to the
sum of (i) $100,000 for unpaid administrative expenses incurred
following an Event of Default, plus (ii) the amount of funds then
on deposit in a holding account for professional fees, plus (iii)
the amount of administrative expenses then incurred but not yet
paid into the Professional Fee Holding Account in an aggregate
amount not to exceed $100,000.

In a separate order, the Court approved a stipulated order
regarding adequate assurance of payment pursuant to which, the
Debtor will provide PacifiCorp with a deposit in the amount of
$312,000 which will be payable by wire transfer.  The stipulation
provides that any unpaid charge for postpetition utility service
provided by PacifiCorp to the Debtor will constitute an
administrative expense in accordance with Sections 503(b)(1)(A)
and 507(a)(2) of the Bankruptcy Code.

                         About C&K Market

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

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

The Debtors are represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtors' financial advisor.  The Debtors hired Great
American Group, LLC, to conduct store closing sales.

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


CALVARY CHAPEL OF PRESCOTT: Foreclosure Auction on Jan. 28
----------------------------------------------------------
Real property of Calvary Chapel of Prescott will be sold at public
auction to the highest bidder, on the steps of the old Courthouse,
facing Gurley Street, 120 South Cortez Street, in Prescott,
Yavapai County, Arizona, on Jan. 28, 2014, at 10:00 a.m.  The sale
will be made for cash or other form satisfactory to the Trustee.

The property is located at 2311 E. State Route 69 Prescott,
Arizona, and secures $3,630,000 in debt owed to:

         Bank of the West
         201 N. Civic Drive, Ste. 360C
         Walnut Creek, CA 94596

The current Trustee is:

         John S. Craiger, Esq.
         Elizabeth A. Hibbs, Esq.
         QUARLES & BRADY LLP
         Renaissance One
         Two North Central Avenue
         Phoenix, AZ 85004-2391
         Telephone No. 602-229-5200
         E-mail: elizabeth.hibbs@quarles.com


CAPITOL BANCORP: Hearing on Plan Confirmation Adjourned to Jan. 21
------------------------------------------------------------------
The Bankruptcy Court adjourned to Jan. 21, 2014, at 10:30 a.m.,
the hearing to consider final approval of the Disclosure Statement
and confirmation of Capitol Bancorp Ltd., et al.'s Amended Joint
Liquidating Plan.

The Debtors, the Official Committee of Unsecured Creditors, and
G3 Properties, LLC, et al., stipulated to adjourn the hearings
relating to, among other things, the confirmation of the Plan.

The Committee previously asked the Court to suspend all
proceedings, including the Dec. 18 hearing on plan confirmation,
pending the District Court's decisions on the Committee's appeal
of three orders which the Debtors' Plan, if confirmed by the
Bankruptcy Court, would effectively implement.

As reported in the July 25, 2013 edition of the TCR, Capitol
Bancorp's Joint Liquidating Plan is premised on the Debtors
commencing a competitive sale process to sell and convey each of
their remaining non-debtor subsidiary banks, individually or in
groups.  At any time prior to, or during, the sale process, the
Debtors may convert from a liquidation to a reorganization.

That Amended Plan superseded the prepackaged plan filed prior to
the bankruptcy.   A full-text copy of the Amended Plan dated
July 17, 2013, is available for free at:

      http://bankrupt.com/misc/CAPITOLBANCORPplan0717.pdf

Capitol failed to secure approval of the Plan at the originally
scheduled confirmation hearing in mid-December because classes
representing senior noteholders, holders of trust preferred
securities, and general unsecured creditors all voted against the
plan.  Only shareholders and holders of $39,500 in priority claims
were in favor of the plan.

Several parties filed objections to confirmation of the Amended
Plan or final approval of the Disclosure Statement, including (a)
the Committee; (b) U.S. Bank National Association, as Indenture
Trustee, Institutional Trustee and Guarantee Trustee; (c)
Wilmington Trust Company, as Indenture Trustee, and Manufacturers
and Traders Trust Company, as Indenture Trustee; (d) The Bank of
New York Mellon Trust Company, N.A., as Trustee; (e) the Office of
the U.S. Trustee; (f) G3 Properties, LLC, et al.; and (g) Billi T.
Go.

On Jan. 10, the Debtors filed a memorandum of law (a) in response
to pending objections to the Amended Plan; (b) requesting
authorization to make plan modifications in accordance with the
settlement agreement between the Debtors and the Creditors
Committee; and (c) in support of final approval of Disclosure
Statement and confirmation of the plan.  According to the Debtor,
the respective objections have either been resolved, subject to
Court approval, or are otherwise without merit and must be denied.

The Debtors assert that the Plan must be confirmed, because it has
been accepted by at least one impaired Class, does not
discriminate unfairly and is fair and equitable with respect to
its treatment of each non-accepting Class.  The Plan is primarily
a liquidating plan that contemplates the liquidation of the
Debtors' remaining assets, including through the implementation of
the Liquidating Trust as provided for in the Plan.

Additionally, the Debtors say the Disclosure Statement must
receive final approval because it contains adequate information
and otherwise meets the standards for such approval.

The Committee said the Plan suffers from two major -- and fatal --
flaws.  First, the Debtors have proposed that the Court release
the Debtors' insiders, including their officers and directors,
from any liability for any claims arising on or before the
Effective Date of the Plan.  Second, the Debtors have turned the
chapter 11 process on its head, the Debtors have filed a chapter
11 plan that punts the decision to liquidate or reorganize.

The Bank of New York Mellon Trust Company, N.A., as trustee,
joined in the objection of the Committee, saying the Plan ignores
the Debtors' contractual obligation to pay the fees and expenses
of BNYM as Indenture Trustee and Property Trustee/Institutional
Trustee, including the costs associated with the dissolution of
the Trusts.

Wilmington Trust Company, as indenture trustee, and Manufacturers
and Traders Trust Company, as indenture trustee, objected to the
confirmation of the Amended Joint Plan, stating the Amended Plan
must, among other things:

   1. make clear that the Indenture Trustees are the Disbursing
      Agent for Holders of Class 2 Claims (Trust Preferred
      Securities Claims) for which Wilmington or M&T serves as
      indenture trustee;

   2. make clear that the Indenture Trustees' charging liens
      are preserved; and

   3. modify provisions in the Amended Plan for cancellation of
      the Trust Documents to make clear that they do not cut
      off the rights of the Indenture Trustees.

U.S. Bank National Association, as indenture trustee,
institutional trustee and guarantee trustee, filed a limited
objection, stating that the Plan (i) interferes in the contractual
relationship between the two non-debtor parties; (ii) failed to
satisfy the best interest of creditor test; and (iii) failed to
properly enforce subordination agreements.

According to Bloomberg News, the settlement with the Committee
modifies the Plan by giving no releases to officers and directors.
Claims belonging to Capitol are transferred to the liquidating
trust for prosecution on behalf of creditors.  Officers and
directors won't be required to reach into their own pockets to
settle suits because the plan will provide that recoveries can be
made only from insurance policies.  The trust also receives
proceeds from sale of Capitol's bank subsidiaries, along with
cash.

The settlement also resolves appeals the committee was taking from
bankruptcy court approval of the sale of the remaining bank
subsidiaries to Talmer.  The committee is also dropping an appeal
from approval of a settlement with the Federal Deposit Insurance
Corp.

                     About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., at Foley & Lardner LLP,
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.

On Jan. 1, 2014, Capitol Bancorp and its affiliate, Financial
Commerce Corporation, completed the sale, assignment and transfer
of assets to Talmer Bancorp, Inc.  Immediately prior to the
completion of the transaction, Indiana Community Bank, an Indiana
state-chartered bank, Bank of Las Vegas, a Nevada state-chartered
bank and Sunrise Bank of Albuquerque, a New Mexico state-chartered
bank were merged with and into Michigan Commerce Bank, a Michigan
state-chartered bank, with Michigan Commerce Bank as the surviving
entity -- the "Surviving Bank".  Capitol, through its affiliate
FCC, previously owned all of the issued and outstanding shares of
capital stock of each of Indiana Community Bank, Michigan Commerce
Bank, Bank of Las Vegas, and Sunrise Bank of Albuquerque.

Capitol, FCC and Talmer, owned by Wilbur Ross, entered into a
Stock Purchase Agreement on October 11, 2013, to sell, assign and
transfer to Talmer: (i) all of the issued and outstanding shares
of common stock of the Surviving Bank; (ii) all bank related
contracts; (iii) all right, title and interest to any proceeds
received or to be received after December 31, 2012 related to any
such contract; (iv) all of the trademarks and service marks
registered to Capitol; and (v) certain other assets of Capitol and
FCC for a cash purchase price of $4.0 million.  In addition,
Talmer agreed to make an equity contribution into the Surviving
Bank at closing in the amount of up to $90 million and to pay $2.5
million of certain post-petition administrative fees and expenses
incurred in Capitol and FCC's bankruptcy cases, and with respect
to any contract or agreement to which Capitol or FCC is a party,
pay the amount required to be paid with respect to such contract
or agreement to cure all monetary defaults under such contract or
agreement to the extent required by Section 365(b) of Chapter 11
of the Bankruptcy Code.


CASCADE AG: Liquidating Agent May Pay One PacificCoast Loans
------------------------------------------------------------
The Hon. Karen A. Overstreet of the U.S. Bankruptcy Court for the
Western District of Washington has signed off on a stipulated
order authorizing Cascade AG Services, Inc., Pivotal Solutions,
Inc. (the Liquidating Agent), to pay in full the debtor-in-
possession loans from One PacificCoast Bank to the Debtor from the
cash proceeds of the Liquidating Agent's sale of assets to Kruger
Foods, Inc.

The salient terms of the stipulated order entered among the
Liquidating Agent, Columbia State Bank and Washington Federal,
are:

   1. The amount owing to OPCB under the DIP loans was $649,395 as
of Oct. 31, 2013, including interest in the amount of $14,563, a
DIP loan fee in the amount of $27,500, and attorney fees and costs
incurred by OPCB in negotiating and documenting the DIP loans, and
in enforcing the DIP loans, in the amount of $57,332.  Interest
continues to accrue on the DIP loans from and after Oct. 31, 2013,
in the amount of $118 per day.

   2. There is no just reason to delay repayment of the DIP loans.
The DIP loans accrue interest at the rate of 7.75% per annum.  The
DIP loans should be repaid to eliminate the continuing accrual of
interest on the DIP loans.

   3. The Liquidating Agent received $2,650,000 from Kruger for
the sale of the Debtor's inventory and certain equipment.

                  About Cascade AG Services, Inc.

Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba
Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba
Sterling Investment Group, L.L.C., is a vegetable processing
company that processes Washington-grown cucumbers and cabbage into
pickles and sauerkraut.

Cascade AG filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case
No. 12-18366) on Aug. 13, 2012.  In amended schedules, the Debtor
disclosed $25,522,648 in assets and $21,354,742 in liabilities as
of the Chapter 11 filing.

Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the
Debtor's counsel.  Clyde A. Hamstreet & Associates, LLC, is the
Debtor's chief restructuring officer and financial advisor.  The
petition was signed by Craig Staffanson, president.

The U.S. Trustee appointed seven creditors to the Official
Unsecured Creditors' Committee.  Lawrence R. Ream, Esq., at
Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee
as counsel.

DIP lender One PacificCoast Bank, FSB, is represented by Brad T.
Summers, Esq., and David W. Criswell, Esq.

The Plan filed in the Debtor's case contemplates a $3.0 million
capital infusion.  Money contributed to fund the Plan will be used
to satisfy Administrative Expense Claims to the extent that those
Claims must be satisfied for Confirmation, unless there is
agreement with Holders of Administrative Expense Claims to defer
payment.


CASTRO PROPERTIES: Real Property to Be Auctioned Off Jan. 21
------------------------------------------------------------
Real property of Castro Properties, L.L.C., will be sold at public
auction to the highest bidder at the main entrance of the Santa
Cruz County Complex, 2150 North Congress Drive, Nogales, Arizona,
in Santa County, on Jan. 21, 2014, at 11:00 a.m.

The property consists of Lot I, of Mariposa North Industrial Park,
a subdivision of Santa Cruz County, Arizona; and has a street
address of 1440 N. Mariposa Ranch Road (aka Calle Cobre Road)
Nogales, Arizona 85621.  The property secures $2,500,000 in debt
owed to:

         First Fidelity Bank, N.A.
         16277 North Greenway-Hayden Loop
         Scottsdale, Arizona 85260

Castro Properties, L.L.C. is located at 1440 N. Mariposa Ranch
Road Nogales, Arizona 85621

The Successor Trustee for the assets is:

     Christopher M. McNichol
     Attention: Amey Wheeler
     GUST ROSENFELD P.L.C.
     One East Washington Street, Suite 1600
     Phoenix, AZ 85004
     Telephone: (602) 257-7972


CASTRO PROPERTIES: Assets of Agricola Pony, Produce to Be Sold
--------------------------------------------------------------
Assets of Agricola Pony, S.A. De C.V.; Castro Produce, L.L.C.; and
Castro Properties, L.L.C., will be sold at public auction on Jan.
21, 2014, at 11:00 a.m. to the highest qualified bidder as part of
a trustee's sale of the companies' real property, and not
separately unless First Fidelity Bank, N.A., which holds a lien on
the asset so elects.

The auction will be held at the main entrance of the Santa Cruz
County Complex 2150 North Congress Drive Nogales, Arizona.

The assets of Castro Produce to be sold include all Inventory,
Chattel Paper, Accounts, Equipment and General Intangibles.

The assets of Agricola Pony to be sold include all Farm Equipment
as described in a Collateral Assignment of Distributor's Rights
Under Growers' Agreements, and all rights and privileges,
including the right to receive proceeds described therein under
all Grower's Agreements that the Debtor will enter into from time
to time.

The assets of Castro Properties to be sold include all Inventory,
Chattel Paper, Accounts, Equipment and General Intangibles.

The Trustee may be reached at:

         GUST ROSENFELD, P.L.C.
         One E. Washington Street, Suite 1600
         Phoenix, AZ 85004

Castro owes the bank debt in the original principal balance of
$2,500,000.


CHARTER COMMUNICATIONS: Moody's Reviews 'Ba2' CFR for Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings for Charter
Communications, Inc., including its Ba3 Corporate Family Rating
(CFR), on review for downgrade following its offer to merge with
Time Warner Cable, Inc. (TWC).

Charter Communications Inc.

   Corporate Family Rating, Placed on Review for Downgrade,
   currently Ba3

   Probability of Default Rating, Placed on Review for Downgrade,
   currently Ba3-PD

   Outlook, Changed To Rating Under Review From Stable

Charter Communications Operating, LLC

   Senior Secured Bank Credit Facility, Placed on Review for
   Downgrade, currently Baa3

   Outlook, Changed To Rating Under Review From Stable

CCO Holdings, LLC

   Senior Unsecured Bonds, Placed on Review for Downgrade,
   currently B1

   Senior Secured Bank Credit Facility (CCO stock only), Placed
   on Review for Downgrade, currently Ba2

Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

Moody's believes a combination could be structured to increase
debt at the Charter level without a commensurate increase in cash
flow. Furthermore, TWC's board of directors rejected Charter's
offer, and Moody's believes both the price and mix of financing
could change. If Moody's expects Charter's leverage to exceed 6
times debt-to-EBITDA for a sustained period of time and that
lenders would derive minimal benefit from the increase in scale,
Moody's would likely downgrade the rating.

Based on the offer as described in the letter sent to TWC
management and assuming the entire cash portion is debt funded and
the two entities are consolidated, Moody's sees a possibility that
the combined entity would maintain leverage around the 5.5 times
debt-to-EBITDA range Moody's laid out as appropriate for Charter's
Ba3 CFR. Furthermore, the combined company would benefit from far
greater scale than Charter currently has, with TWC's annual
revenue of approximately $22 billion compared to Charter's annual
revenue of approximately $8.3 billion (pro forma for the Bresnan
acquisition). A downgrade of the Ba3 CFR is unlikely in such a
scenario.

Moody's will continue to monitor developments, including the
potential for ratings on instruments to change based on a new
capital mix. Bonds currently comprise almost three-quarters of
Charter's debt capital structure, compared to just one-quarter for
bank debt. An increase in bank debt could result in a lower rating
for the senior unsecured bonds (currently rated B1) even without a
change to the CFR.

Moody's also sees potential for Liberty Media Corp. (Liberty
Media), which acquired Charter shares representing a 27%
beneficial ownership in May 2013, to provide funding for the deal.
Liberty Media management has publicly expressed a desire to
maintain at least 25% ownership of its key assets, and the current
TWC offer would likely dilute Liberty Media's ownership in the
combined entity to below this level. A significant cash
contribution that limited the incremental debt necessary to fund a
merger could prevent a negative rating action.

The principal methodology used in this rating was the Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in April 2013. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

One of the largest domestic cable multiple system operators
serving approximately 4.2 million residential video customers (5.9
million customers in total), Charter Communications, Inc.,
maintains its headquarters in Stamford, Connecticut. Its annual
revenue (pro forma for the acquisition of Bresnan) is
approximately $8.3 billion.


COLOSSUS MINERALS: Files Notice of Intention Under BIA
------------------------------------------------------
Colossus Minerals Inc. as indicated previously, the Company was
unable to rectify its inability to make the December 31, 2013
interest payment on the Convertible Gold Linked Notes prior to the
close of business on January 10, 2013.

Colossus on Jan. 14 disclosed that the Board of Directors has
approved a proposal received from certain holders of Notes and
Sandstorm Gold Ltd. outlining the terms of a restructuring of
Colossus that provides for interim debtor-in-possession financing
to fund the Company as it pursues, in tandem, a six week sale and
investment solicitation process and a restructuring of Colossus'
capital structure through the conversion of Colossus' debt into
equity.

The Board of Directors has also approved on Jan. 14 the filing by
the Company of a notice of intention to make a proposal under the
Bankruptcy and Insolvency Act (Canada), which is intended to
enable Colossus to pursue the Sale Process and Restructuring with
the benefit of creditor protection and under Court-supervision.
Duff & Phelps Canada Restructuring Inc. was named as the proposal
trustee in the NOI.

In the coming days the Company intends to seek an order from the
Court (i) approving the terms of a DIP Financing credit facility
and (ii) approving the terms of the Sale Process, which is to be
administered by the Company and its financial advisor and overseen
by Duff & Phelps.

The DIP Credit Facility will be a senior secured, term credit
facility with an initial maximum credit amount of up to
US$4,000,000, subject to increase by up to an additional
US$6,000,000 with the consent of the lenders under the DIP Credit
Facility.  Interest under the DIP Credit Facility will accrue at
the rate of 20.0% per annum and be payable monthly in arrears.
The DIP Credit Facility will be used to: (i) provide working
capital, maintenance capital expenditures, other capital
expenditures, financing charges and other ordinary course
expenditures, (ii) pay fees, costs and expenses associated with
the DIP Credit Facility; (iii) pay fees, costs and expenses in
connection with the proceedings necessary to implement the BIA
Proposal; and (iv) pay fees, costs and expenses in connection with
the Sale Process.  The maturity date of the DIP Credit Facility
will be the earliest of: (i) the date that is 12 weeks after the
commencement of the proceedings under the BIA unless extended on
terms satisfactory to the lenders, (ii) the effective date of the
BIA Proposal and (iii) the date upon which the proceedings under
the BIA are terminated.

Subsequent to the court order referred to above, the Company
intends to pursue a dual track process of: (a) administering the
Sale Process and (b) taking all necessary steps and seeking
necessary creditor and court approvals for the implementation of
the Restructuring.  The Restructuring is to be undertaken by way
of a proposal to creditors under the BIA and an arrangement under
the Business Corporations Act (Ontario).  If the Proposal is
implemented there will be changes to Colossus' share capital and
shareholdings without a shareholder vote, and all claims of
creditors of the Company (other than the 2% net smelter return
royalty to be issued to Sandstorm) will be converted to equity.
If the BIA Proposal is implemented and the initial maximum amount
of the DIP Credit Facility is converted into equity securities,
former holders of Notes will hold approximately 51.5% of the
Company's outstanding common shares, Sandstorm will hold
approximately 38.8% of the Company's outstanding common shares,
lenders under the bridge loan will hold approximately 8.0% of the
Company's outstanding common shares and existing shareholders of
the Company will hold approximately 1.7% of the Company's
outstanding common shares.

Holders of Notes and the common shares are cautioned that
consummation of a sale or investment transaction or the
implementation of the Proposal and the completion of the
transactions contemplated thereby are subject to many factors such
as board approval, the negotiation and execution of definitive
documentation, court approval and regulatory approval.  There can
be no assurance that any transaction will be completed on the
terms described herein, or that existing shareholders or holders
of Notes will ultimately receive or retain any value.

Headquartered Toronto, Colossus Minerals Inc. --
http://www.colossusminerals.com/-- is a development-stage mining
company.  Colossus is focused on its Serra Pelada project into
production.  The Serra Pelada Project is located in the mineral
prolific Carajas region in Para, Brazil, is host to high grade
gold and platinum group metals deposit.  The Company's three
mineral properties in Brazil: the Serra Pelada Project, the Rio
Cristalino Property and the Cutia Property.  The Serra Pelada
Project is the only material property of the Company.  The
Company's subsidiaries include Colossus Mineracao Ltda., Mineracao
Fazenda Monte Belo Ltda., Serra Pelada - Companhia de
Desenvolvimento Mineral, and Grifo Geologia e Participacoes Ltda.
In January 2012, the Company acquired Cutia Property from
Cooperativa Mista do Garimpeiro de Cutia.


COLOSSUS MINERALS: Approves Sandstorm's Restructuring Proposal
--------------------------------------------------------------
Sandstorm Gold Ltd. on Jan. 14 disclosed that Colossus Minerals
Inc. has approved a proposal received from Sandstorm and a group
of holders of Colossus Convertible Gold Linked Notes.  The terms
of the proposal provide for a restructuring of Colossus' capital
structure through the conversion of its Gold Linked Notes and its
precious metals purchase agreements with Sandstorm into equity.
Colossus has filed a notice of intention to make a proposal under
the Bankruptcy and Insolvency Act (Canada), which is intended to
enable Colossus to pursue the Restructuring and a sale process
with the benefit of creditor protection and under Court-
supervision.

As part of the Restructuring, Sandstorm has agreed to cancel its
gold and platinum purchase agreements (previously announced on
September 19, 2012), in exchange for a 1.6% net smelter returns
royalty ("NSR") and common shares of Colossus.  If the
Restructuring is completed, Sandstorm expects to own approximately
31% of the outstanding common shares of Colossus.

Sandstorm Metals & Energy Ltd., via a back-to-back agreement with
Sandstorm Gold, held a palladium purchase agreement with Colossus
and has agreed to cancel the Palladium Stream in exchange for a
0.4% NSR and approximately 8% of the outstanding common shares of
Colossus.

                       About Sandstorm Gold

Sandstorm Gold Ltd. -- http://www.sandstormgold.com-- is a gold
streaming company.  Sandstorm provides upfront financing to gold
mining companies that are looking for capital and in return,
receives a gold streaming agreement.  This agreement gives
Sandstorm the right to purchase a percentage of the gold produced
from a mine, for the life of the mine, at a fixed price per ounce.
Sandstorm has acquired a portfolio of 8 gold streams and twenty-
seven gold royalties, of which thirteen of the underlying mines
are producing gold. Sandstorm plans to grow and diversify its low
cost production profile through the acquisition of additional gold
streams.

Sandstorm is focused on low cost operations with excellent
exploration potential and strong management teams. Sandstorm has
completed gold stream agreements with Brigus Gold Corp., Entr‚e
Gold Inc., Luna Gold Corp., Metanor Resources Inc., Mutiny Gold
Ltd., Rambler Metals and Mining plc., Santa Fe Gold Corp., and
SilverCrest Mines Inc.

                   About Colossus Minerals Inc.

Headquartered Toronto, Colossus Minerals Inc. --
http://www.colossusminerals.com/-- is a development-stage mining
company.  Colossus is focused on its Serra Pelada project into
production.  The Serra Pelada Project is located in the mineral
prolific Carajas region in Para, Brazil, is host to high grade
gold and platinum group metals deposit.  The Company's three
mineral properties in Brazil: the Serra Pelada Project, the Rio
Cristalino Property and the Cutia Property.  The Serra Pelada
Project is the only material property of the Company.  The
Company's subsidiaries include Colossus Mineracao Ltda., Mineracao
Fazenda Monte Belo Ltda., Serra Pelada - Companhia de
Desenvolvimento Mineral, and Grifo Geologia e Participacoes Ltda.
In January 2012, the Company acquired Cutia Property from
Cooperativa Mista do Garimpeiro de Cutia.


COMMUNITY HEALTHCARE OF DOUGLAS: SAMC Being Sold to PCH
-------------------------------------------------------
Community Healthcare of Douglas, Inc., operator of the Southeast
Arizona Medical Center, is in the process of being acquired by
People's Choice Hospital, LLC, according to various reports.

Trisha Maldonado of the Douglas Dispatch reported in November that
PCH submitted an asset purchase agreement on Sept. 24 to acquire
SAMC.  PCH offered $1.8 million, $146,749.59 of which will go to
Sierra Vista Medical Center.  PCH, that report said, is not
assuming any liability for any accrued benefits owed by SAMC, nor
is it agreeing to give any of the affected employees benefits,
including, vacation benefits and compensation earned and accrued
but unpaid as of the closing.

As Associated Press report in February says the Sierra Vista
Regional Health Center has been managing the Douglas facility
under an agreement for more than 18 months.  The Sierra Vista
Herald reported that SVRHC has extended nearly $1 million to the
Douglas hospital.

The Bankruptcy Court approved the Debtor's motion to sell assets
in a Sept. 25 order.  An auction was set for Dec. 11, with
competing bids due Dec. 6.

Dispatch's Ms. Maldonado reported on Dec. 23 that SAMC CEO Annie
Benson appeared before the Bankruptcy Court in Tucson on Dec. 11
to file the paperwork for the sale of the hospital.  The December
report also said the sale to PCH will not be finalized until mid-
January.

Counsel to Community Healthcare of Douglas is:

         Michael W. Carmel, Esq.
         80 East Columbus Ave.
         Phoenix, AZ 85012
         E-mail: michael@mcarmellaw.com

Community Healthcare of Douglas, Inc., dba Southeast Arizona
Medical Center, filed for Chapter 11 bankruptcy (Bankr. D. Ariz.
Case No. 13-01738) on Feb. 8, 2013, listing $8,904,666 in assets
and $3,446,633 in liabilities.  Judge Brenda Moody Whinery
oversees the case.  Michael W. Carmel, Esq., at Michael W. Carmel,
LTD., represents the Debtor.  A list of the company's 20 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/azb13-01738.pdf The petition was
signed by Ann L. Benson, chief executive officer.

Co-counsel for the prepetition secured lender and PCH are:

         Harold D. Israel, Esq.
         GOLDSTEIN & McCLINTOCK, LLLP
         208 S. LaSalle St., Suite 1750
         Chicago, IL 60604
         E-mail: haroldi@restructuringshop.com

              - and -

         Sean P. O'Brien, Esq.
         GUST ROSENFELD
         One E. Washington, Suite 1600
         Phoenix, AZ 85004-2553
         E-mail: spobrien@gustlaw.com

Attorneys for the DIP Lender are:

         Thomas J. Salerno, Esq.
         Bradley A. Cosman, Esq.
         SQUIRE SANDERS (US), LLP
         One E. Washington St., Suite 2700
         Phoenix, AZ 85004
         E-mail: thomas.salerno@squiresanders.com
                 bradley.cosman@squiresanders.com

A patient care ombudsman has been appointed in the case and may be
reached at:

         Hilary L. Barnes
         THE CAVANAGH LAW FIRM, P.A.
         1850 North Central Avenue, Suite 2400
         Phoenix, AZ 85004
         E-mail: hbarnes@cavanaghlaw.com


CONEXANT SYSTEMS: Court Holds Creditor in Contempt Over Suit
------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware granted Conexant Systems Inc., et al.'s
motion for an order (a) enforcing the Court's Confirmation Order,
(b) holding Jonathan Y. Yi in contempt, and (c) imposing sanctions
for willful of the discharge, exculpation and injunction
provisions imposed by the Confirmation Order.

Mr. Yi filed an $87 million in the bankruptcy case of Conexant.
Four after the confirmation of Conexant's Chapter 11 plan and its
emergence from bankruptcy, Mr. Yi filed a $195 million lawsuit in
a California state court.  Bill Rochelle, the bankruptcy columnist
for Bloomberg News, said the California lawsuit seems to be asking
the state court to figure out where Conexant's money went and
explain why his claim wasn't paid before bankruptcy.

Judge Walrath ordered Mr. Yi to immediately file a voluntary
dismissal with prejudice of the California complaint and, as a
result of knowing a willful violation of the Bankruptcy Court's
Confirmation Order, must reimburse Conexant for all costs and
expenses incurred in preparing, filing and prosecuting the
Contempt Motion and responding to the California complaint.

                       About Conexant Systems

Newport Beach, California-based Conexant Systems, Inc. (NASDAQ:
CNXT) -- http://www.conexant.com/-- is a fabless semiconductor
company.  Conexant's comprehensive portfolio of innovative
semiconductor solutions includes products for imaging, audio,
embedded-modem, and video applications.  Outside the United
States, the Company has subsidiaries in Northern Ireland, China,
Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United
Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore,
and Israel.

Conexant Systems, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-10367) on Feb. 28, 2013, with an agreement for a
balance sheet restructuring with equity sponsors and sole secured
lender, QP SFM Capital Holdings Limited, an entity managed by
Soros Fund Management LLC.

Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP serve
as legal counsel and Alvarez & Marsal acts as restructuring
advisor to Conexant.  Akin Gump Strauss Hauer & Feld LLP and
Pepper Hamilton LLP serve as legal counsel and Blackstone Advisory
Partners L.P. as restructuring advisor to the secured lender.  BMC
Group Inc. is the claims and notice agent.


COOPER LIMITED: Jan. 23 Auction for Quick N' Clean Car Wash
-----------------------------------------------------------
Craig K. Williams, Esq., as agent for HSBC Bank, USA, National
Association -- the Indenture Trustee under an Indenture dated as
of June 1, 2007, for the benefit of the Indenture Trustee and the
holders of Business Loan Express Loan-Backed Notes, Series 2007-A
as their respective interests may appear -- will sell a Quick N'
Clean car wash, located at 5880 West Chandler Boulevard, Chandler,
Arizona 85226, to the highest qualified bidder at a public auction
on Jan. 23, 2014, at 1:30 p.m.

The auction will be held at the law offices of Snell & Wilmer
L.L.P., One Arizona Center, 400 East Van Buren, 19th Floor,
Phoenix, Arizona.

The property is owned by Cooper Limited, LC, and

The property will be sold AS-IS, WITHOUT RECOURSE AND WITHOUT
WARRANTIES, EITHER EXPRESS OR IMPLIED.

To qualify to bid at the public sale, each person must qualify
with the Agent on or before the sale date by providing name,
address, phone number, and a $10,000 deposit, in cash or cashiers
check, made payable to Agent.

The successful bidder will have until 5:00 p.m. (Arizona time) on
the following business day (presently January 24, 2014) to pay the
entire purchase price at the public sale, less the $10,000 deposit
previously held by Agent, in a form acceptable to Agent. If the
successful bidder does not complete the payment in full of the
purchase price by the deadline, then Agent shall have the right to
retain the $10,000 deposit to offset fees, costs and expenses of
Secured Party.  In such event, and at Secured Partys election,
Agent shall either sell the property to the next highest bidder,
or hold a subsequent public sale.

Ciena Capital, LLC, formerly known as BLX Capital, LLC, serves as
servicer.  It may be reached at:

         James E. Akers
         CIENA CAPITAL, LLC
         Formerly known as BLX Capital, LLC
         212 South Tryon Street, Ste. 1560
         Charlotte, NC 28281

The Agent may be reached at:

         Craig K. Williams, Esq.
         SNELL & WILMER L.L.P.
         One Arizona Center
         400 East Van Buren
         Phoenix, AZ 85004-2202
         Telephone: (602) 382-6331
         Facsimile: (602) 382-6070
         E-mail: ckwilliams@swlaw.com


CUBIC ENERGY: Anchorage, et al., to Sell 98.7MM Common Shares
-------------------------------------------------------------
Cubic Energy, Inc., registered with the U.S. Securities and
Exchange Commission 98,751,823 shares of common stock for resale
by Anchorage Illiquid Opportunities Offshore Master III, L.P.,
Corbin Opportunity Fund, L.P., O-CAP Partners, L.P., et al.
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 Jan. 9, 2014, the last
reported sale price of the Company's common stock was $0.2750 per
share.

A copy of the Form S-1 prospectus is available for free at:

                        http://is.gd/lEdKsS

                         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, as compared with a net loss of $12.49 million
during the prior fiscal year.  The Company's balance sheet at
Sept. 30, 2013, showed $19.51 million in total assets, $35.27
million in total liabilities and a $15.76 million total
stockholders' deficit.


DEERFIELD RETIREMENT: Proposes Dorsey & Whitney as Attorneys
------------------------------------------------------------
Deerfield Retirement Community, Inc., asks for Court approval to
employ the law firm of Dorsey & Whitney LLP as bankruptcy counsel
to the Debtor, effective as of the commencement of the case.

The retention will cover all matters relating to the Debtor's
Chapter 11 case, and will also include other legal services
necessary to the Debtor's continuing operations.

Compensation will be payable to Dorsey on an hourly basis, plus
reimbursement of actual and necessary expenses incurred by Dorsey.
The Dorsey attorneys that are likely to represent the Debtor in
the case have current standard hourly rates ranging between $270
and $495. The paralegals that likely will assist the attorneys who
will represent the Debtor have current standard hourly rates of
$245. These rates are subject to periodic adjustments.

The Debtor has paid Dorsey a retainer in the amount of $75,000 in
connection with Dorsey's proposed representation of the Debtor in
the Chapter 11 case.

Dorsey has served as the Debtor's general counsel since at least
October 2012.

Steven J. Heim, a partner at the firm, attests that Dorsey is a
"disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

               About Deerfield Retirement Community

Deerfield Retirement Community, Inc., a nonprofit that owns a life
care retirement community known as "Deerfield Retirement
Community" located in Urbandale, Iowa.  The facility is comprised
of 32 townhomes and 138 independent living apartments, common
areas, a residential care facility with 24 residential care living
units, and a health center with 30 skilled nursing care beds.
Lifespace Communities, Inc., is the sole member and provides
management services in exchange for a 5% share on revenues.

Deerfield filed a Chapter 11 bankruptcy protection (Bankr. D. Iowa
Case No. 14-00052) in Des Moines, Iowa on Jan. 10, 2014, with a
prepackaged plan that offers to return 69% to bondholders.

The Debtor estimated assets of $10 million to $50 million and debt
of $50 million to $100 million as of the bankruptcy filing.  As of
the Petition Date, secured bonds are outstanding in the principal
amounts of $37,715,000 (Series 2007A Bonds) and $3,210,000 (Series
2007B Bonds).  The Debtor also owes Lifespace Communities, Inc.,
$18.5 million under a subordinated agreement and a support
agreement.

Attorneys at Dorsey & Whitney LLP serve as counsel to the Debtor.
North Shores Consulting Inc. is the financial advisor.


DEERFIELD RETIREMENT: Hiring North Shores as Advisor
----------------------------------------------------
Deerfield Retirement Community, Inc., asks for Court approval to
employ the firm of North Shores Consulting Inc. as financial
advisor to the Debtor, effective as of the commencement of the
case.

Compensation will be payable to North Shores on an hourly basis,
plus reimbursement of actual and necessary expenses incurred by
North Shores.  The North Shores employee that will represent the
Debtor in the case has a current standard hourly rate of $350.
This rate is subject to periodic adjustment.

The Debtor has paid North Shores a retainer in the amount of
$30,000 in connection with North Shore's proposed representation
of the Debtor in the Chapter 11 case.

In 2011, North Shores was retained by the Debtor to provide
general advice and assistance with regard to its financial
restructuring. North Shores received payments between October 2011
and January 2014 for services rendered.

Thomas L. Brod, president of the firm, avers that neither North
Shores nor its employees represent any interest adverse to the
Debtor or its estate in the matters regarding which North Shores
is to be engaged, and North Shores is a "disinterested person" as
that term is defined in Sec. 101(14), as modified by Sec. 1107(b).

               About Deerfield Retirement Community

Deerfield Retirement Community, Inc., a nonprofit that owns a life
care retirement community known as "Deerfield Retirement
Community" located in Urbandale, Iowa.  The facility is comprised
of 32 townhomes and 138 independent living apartments, common
areas, a residential care facility with 24 residential care living
units, and a health center with 30 skilled nursing care beds.
Lifespace Communities, Inc., is the sole member and provides
management services in exchange for a 5% share on revenues.

Deerfield filed a Chapter 11 bankruptcy protection (Bankr. D. Iowa
Case No. 14-00052) in Des Moines, Iowa on Jan. 10, 2014, with a
prepackaged plan that offers to return 69% to bondholders.

The Debtor estimated assets of $10 million to $50 million and debt
of $50 million to $100 million as of the bankruptcy filing.  As of
the Petition Date, secured bonds are outstanding in the principal
amounts of $37,715,000 (Series 2007A Bonds) and $3,210,000 (Series
2007B Bonds).  The Debtor also owes Lifespace Communities, Inc.,
$18.5 million under a subordinated agreement and a support
agreement.

Attorneys at Dorsey & Whitney LLP serve as counsel to the Debtor.
North Shores Consulting Inc. is the financial advisor.


DEGROOT INVESTMENT: 66 Condo Units to Be Sold at Feb. 13 Auction
----------------------------------------------------------------
Assets of DeGroot Investment Group, L.LC., will be sold at public
auction to the highest bidder at the office of Lane & Nach, P.C.,
the Successor Trustee, at 2001 East Campbell Avenue, Suite 103,
Phoenix, Arizona 85016 on Feb. 13, 2014 at 2:00 p.m.

The assets consist of Units 1 through 66, inclusive, Building 12,
Palm Valley Professional Plaza Condominiums, Phase 2, located at
2910 N. Litchfield Rd. Goodyear, AZ 85395.  The Trustee will also
sell some or all of the personal property, fixtures and
collateral.

The assets serve as collateral to $1,747,700 in debt owed to Wel1s
Fargo Bank, National Association successor to Wachovia SBA
Lending, Inc., at 1620 East Roseville Parkway, Suite 100
Roseville, CA 95661.

DeGroot Investment Group, L.LC., an Arizona limited liability
company, is based at 2950 North Litchfield Road Unit 1-66,
Building 12 Goodyear, AZ 85338.

The bidding deposit check must be in the form of a Cashier's Check
made payable to Adam B. Nach, Esq.  Third party checks will not be
accepted.  Conveyance property of the shall be without warranty,
expressed or implied, and subject to all liens, claims or
interests having a priority senior to the Deed of Trust.

The Trustee may be reached at:

     Adam B. Nach, Esq.
     LANE & NACH, P.C.
     2001 East Campbell Avenue, Suite 103
     Phoenix, AZ 85016
     Tel: 602-258-6000 ext. 301
     E-mail: adam.nach@lane-nach.com


DETROIT, MI: Foundations Pledge $330 Million to Save Art
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a group of foundations is making an effort at raising
$330 million to save the Detroit Institute of Arts.

The money, however, will be used to supplement pensions reduced as
part of the city's municipal bankruptcy.  Mr. Rochelle said
critics could attack the proposal on several fronts.  He pointed
out that the $330 million amount is less than the appraisal by
Christie's International PLC, which found the musuem's collection
to be worth between about $450 million and $870 million.  He also
pointed out that by earmarking the contribution for retirees
shortchanges other unsecured creditors such as bondholders and
thus conflicts with the bankruptcy law requirement of similar
treatment for all creditors.

Mr. Rochelle said Detroit, in response, could take a page from the
book of corporate reorganization by mimicking situations where a
secured creditor makes a settlement and earmarks funds expressly
for unsecured creditors, bypassing bankruptcy priority rules
calling for a different distribution scheme.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.


DETROIT, MI: Lazard Okayed as Fin'l Advisor to Retiree's Panel
--------------------------------------------------------------
The Hon. Steven Rhodes of the U.S. Bankruptcy Court for the
Eastern District of Michigan in a Dec. 19 order, authorized the
Official Committee of Retirees in the Chapter 9 case of The City
of Detroit to retain Lazard Freres & Co. LLC as financial advisor
effective as of Sept. 3, 2013.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.

The U.S. Trustee appointed five members to Official Committee of
Unsecured Creditors.


DETROIT, MI: U.S. Trustee Forms Five-Member Creditors Committee
---------------------------------------------------------------
Daniel M. McDermott, U.S. Trustee for Region 9, on Dec. 23
appointed five creditors to serve in the Official Committee of
Unsecured Creditors in the Chapter 9 case of The City of Detroit,
Michigan.

The Committee is consists of:

      1. Financial Guaranty Insurance Company
         c/o Derek Donnelly, managing director
         125 Park Avenue, Floor 5
         New York, NY 10017
         Tel: (212) 312-3000
         E-mail: Derek.donnelly@fgic.com

      2. General Retirement System of the
         City of Detroit
         c/o Cynthia Thomas, executive director
         908 Coleman A. Young Municipal Center
         2 Woodward Avenue
         Detroit, MI 48226
         Tel: (313) 224-3362
         E-mail: cathomas@rscd.org

      3. Jessie Payne
         c/o The Sam Bernstein Law Firm
         31731 Northwestern Hwy., Suite 333
         Farmington Hills, MI 48334
         Tel: (248) 538-5294
         E-mail: Lmiller@sambernstein.com

      4. Police and Fire Retirement System of the City of Detroit
         c/o David Cetlinski, assistant executive director
         908 Coleman A. Young Municipal Center
         2 Woodward Avenue
         Detroit, MI 48226
         Tel: (313) 224-3362
         E-mail: dcetlinski@rscd.org
         Wilmington Trust Company

      5. Jay Smith, vice president
         c/o Kristin Going
         Drinker, Biddle & Reath, LLP
         1500 K. Street, Suite 1100
         Washington D.C. 20005
         Tel: (202) 230-5177
         E-mail: Kristin.going@dbr.com

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DEWEY & LEBOEUF: Trustee Sues 3 Former Partners to Recover $14MM
----------------------------------------------------------------
Alan M. Jacobs, liquidating trustee for Dewey & LeBoeuf
Liquidation Trust, filed with the U.S. Bankruptcy Court for the
Southern District of New York adversary proceedings against each
of Robert Auchter, Dirk Thomas, and John J. Altorelli seeking to
recover distributions made to the defendants while the Debtor was
insolvent.

With respect to Mr. Auchter, an equity partner of Dewey & LeBoeuf
LLP, the Trustee alleged that Mr. Auchter received approximately
$384,500 in distributions from the firm during the period.  The
Trustee also seeks to recover from Mr. Auchter repayment of
personal income tax payments the Debtor made on his behalf in the
amount of $14,676.

The Trustee seeks to recover from Mr. Thomas, an equity partner of
Dewey & LeBoeuf LLP, approximately $846,029 in distributions and
$35,298 as repayment of personal income tax payments the Debtor
made on his behalf.

From Mr. Altorelli, an equity partner of Dewey & LeBoeuf LLP, the
The Trustee seeks to recover approximately $12,885,262 in
distributions and $30,077 as repayment of personal income tax
payments the Debtor made on his behalf.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DIOCESE OF STOCKTON: To File Bankruptcy to Halt Case, Says Firm
---------------------------------------------------------------
Manly, Stewart & Finaldi on Jan. 14 disclosed that on Jan. 13,
2014, a Grand Jury convened by the Calaveras County District
Attorney's Office indicted Diocese of Stockton Priest
Fr. Michael Kelly, on numerous criminal counts related to brutal
childhood sexual abuse in the year 2000 while serving as the
Pastor of St. Andreas Parish in the Diocese of Stockton.

Fr. Kelly absconded to Ireland in 2012, in the middle of a child
molestation trial being prosecuted by this firm on behalf of
another Kelly victim, only days after he was unanimously found by
a jury to have raped and molested the firm's client, a highly
decorated Air Force Officer, when he was in 4th grade at
Annunciation School in Stockton.  Kelly is known to be in Ireland,
but guards his location and has repeatedly taken steps to avoid
service of process.

Manly Stewart and its clients, are gratified by this indictment,
and are very grateful to the Grand Jury and law enforcement
officials in Calaveras County who worked tirelessly for justice on
behalf of the victim in the indictment and the numerous other
victims of Fr. Kelly.

Manly Stewart calls on Bishop Blaire, the Diocese of Stockton, and
Monsignor Richard Ryan, the Vicar General of the Diocese of
Stockton, a seminary classmate and lifelong friend of Michael
Kelly, to disclose Kelly's whereabouts to the Calaveras County
Sheriff's Office.  Moreover, the firm calls on the Holy See and
the Irish Bishops to effectively issue a clerical "all point's
bulletin" to all Dioceses and Parishes in Ireland requiring the
clergy there disclose Kelly's whereabouts to US law enforcement
officials immediately.  Manly, Stewart & Finaldi believes Kelly is
being protected by clergy in Ireland and his whereabouts are known
to them.

There are really two perpetrators in every case involving
Fr. Michael Kelly.  There is Fr. Kelly and the Bishops of
Stockton, including Roger Mahony and Bishop Stephen Blaire, who
protected him.  Indeed, Bishop Blaire and Monsignor Ryan's
depositions are scheduled for next week.  Manly Stewart learned on
the day Fr. Kelly was indicted that they now plan to file
bankruptcy only days before their depositions are scheduled.  The
bankruptcy filing automatically stays discovery in a civil case.

According to the firm, it is clear that the Diocese is filing
bankruptcy not because it does not have the money to pay a
judgment or settlement in the three cases pending against it, but
rather, to prevent the truth about the complicity of Bishop Blaire
and Monsignor Ryan and other Diocese's members in Kelly's crimes.
It is a misuse of the process and cowardly.


DIVERSIFIED MANAGEMENT: Foreclosure Auction Set for Feb. 20
-----------------------------------------------------------
Craig K. Williams, Esq., as agent for BNC National Bank, a
national banking association, will sell property of Diversified
Management LLC to the highest qualified bidder in a public auction
on Feb. 20, 2014, 1:30 p.m.  The auction will be held at the Law
offices of Snell & Wilmer L.L.P., One Arizona Center, 400 East Van
Buren, 19th Floor, Phoenix, Arizona.

The property consists of fixtures, furniture and equipment at Unit
250 at the 1599 Orangewood Offices condominium.

There is no warranty relating to title, possession, quiet
enjoyment or the like in this disposition.  The collateral will be
sold AS-IS, WITHOUT RECOURSE AND WITHOUT WARRANTIES, EITHER
EXPRESS OR IMPLIED.

To qualify to bid at the public sale, each person must qualify
with the Agent on or before the sale date by providing name,
address, phone number, and a $10,000.00 deposit, in cash or
cashiers check, made payable to Agent.

The successful bidder shall have until 5:00 p.m. (Arizona time) on
the following business day (presently Feb. 21, 2014) to pay the
entire purchase price at the public sale, less the $10,000.00
deposit previously held by Agent, in a form acceptable to Agent.
If the successful bidder does not complete the payment in full of
the purchase price, then Agent shall have the right to retain the
$10,000.00 deposit to offset fees, costs and expenses of Secured
Party.  In such event, and at Secured Partys election, Agent shall
either sell the property to the next highest bidder, or hold a
subsequent public sale, notifying all parties who had registered
in writing with Agent on the date of the original sale, setting
forth the time and place of the subsequent public sale.

Diversified Management, LLC, is based at 1599 E. Orangewood
Avenue, Suite 250, Phoenix, Arizona 85020-5596.  BNC National Bank
is based at 2425 E. Camelback Road, Suite 100, Phoenix, Arizona
85016.


DIVERSIFIED SOLUTIONS: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Diversified Solutions, Inc.
        8101 Avella Drive
        Austin, TX 78729

Case No.: 14-10069

Chapter 11 Petition Date: January 14, 2014

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Hon. Tony M. Davis

Debtor's Counsel: Lynn H. Butler, Esq.
                  HUSCH BLACKWELL LLP
                  111 Congress Avenue, Suite 1400
                  Austin, TX 78701
                  Tel: (512) 472-5456
                  Fax: (512) 479-1101
                  E-mail: lynn.butler@huschblackwell.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Lundy, officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb14-10069.pdf


EAGLE ROCK: Moody's Places 'B1' CFR on Review for Downgrade
-----------------------------------------------------------
Moody's Investors Service placed Eagle Rock Energy Partners,
L.P.'s B1 Corporate Family Rating (CFR), B1-PD Probability of
Default Rating (PDR), and B3 senior unsecured notes rating on
review for downgrade following the signing of a definitive
agreement to contribute its midstream business to Regency Energy
Partners LP (Ba3 positive).

Eagle Rock will receive total consideration of up to $1.325
billion, subject to certain closing conditions, consisting of $200
million of newly-issued Regency common units and a combination of
cash and an exchange of Eagle Rock's outstanding senior unsecured
notes. Eagle Rock intends to use the cash proceeds to pay down
borrowings under its revolving credit facility. The transaction is
expected to close in the first half of 2014, subject to customary
closing conditions.

"The review for downgrade reflects Eagle Rock's increased business
risk and reduced cash flow profile associated with its transition
to a pure-play upstream E&P master limited partnership (MLP) with
a concentrated asset base, small production scale and natural gas
weighted reserve base," stated Michael Somogyi, Moody's Vice
President -- Senior Analyst.

RATINGS RATIONALE

Moody's will conclude the review upon completion of the
transaction and the debt exchange. Moody's review will focus on
the Eagle Rock's stand-alone credit metrics and financial policy
associated with the company's expected growth strategy as a pure-
play upstream E&P MLP. In the event that all, or substantially
all, of Eagle Rock's bondholders participate in the exchange to
Regency senior unsecured notes, Moody's will likely withdraw all
ratings on Eagle Rock.

Eagle Rock's B1 Corporate Family Rating (CFR) reflects the
partnership's large scale compared to peers, as well as the
business diversification in its operations and successful
migration of its midstream business to a more fee-based / fixed-
recovery model through new and amended contracts and opportunistic
expansion projects. The rating has been restrained by Eagle Rock's
high leverage profile and high business risk profile stemming from
the inherent commodity price exposure and capital intensity
associated with its upstream E&P operations.

Regency will conduct an offer to exchange Eagle Rock's $550
million of 8.375% senior unsecured notes due June 1, 2019 into an
equivalent amount of Regency senior unsecured notes with the same
tenor, coupon, and a comparable covenant package. The cash portion
of the purchase price will be reduced by the amount of notes
exchanged subject to a 10% adjustment factor such that if all $550
million of bonds are exchanged, the total consideration will equal
$1.27 billion ($1.325 billion less $55 million) consisting of $200
million in Regency units, $550 million of assumed debt and $520
million of cash proceeds.

While the transaction will significantly reduce the company's
leverage profile and enhance liquidity, it will also reduce the
Partnership to a single business line. Further, Eagle Rock's loss
of the cash flow stream and asset diversification derived from its
midstream business is credit negative. Eagle Rock's E&P assets are
highly concentrated in the Mid-Continent and are small on a
reserve and production basis relative to E&P MLP peers. Eagle
Rock's total proved reserve base is 58.3 million barrels of oil
equivalent (mmBOE), of which 56% is natural gas and 22% is NGLs.
The company averaged less than 13,000 BOE per day production
volumes for the quarter ended September 30, 2013.

Transitioning to a pure-play E&P MLP, Eagle Rock will also be
exposed to the structural risks inherent in the MLP business model
characterized by an `acquire and exploit' growth strategy and
uncertainty regarding the availability, pricing, and quality of
acquisition targets as well as execution and integration risks
while growing cash distributions paid out to unit holders.

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

Eagle Rock Energy Partners, L.P. is publicly traded master limited
partnership (MLP) headquartered in Houston, Texas.


EDGENET INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor affiliates filing separate Chapter 11 cases:

          Debtor                           Case No.
          ------                           --------
          Edgenet, Inc.                    14-10066
          3525 Pledmont Rd
          Building 8, Suite 420
          Atlanta, GA 30305

          Edgenet Holding Corporation      14-10067
          3525 Piedmont Rd
          Building 8, Suite 420
          Atlanta, GA 30305

Type of Business: The Debtors are providers of cloud based
                  content, applications and services that enable
                  companies to sell more products and services
                  with greater ease across multiple channels and
                  devices.

Chapter 11 Petition Date: January 14, 2014

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

Debtors' Counsel: Raymond Howard Lemisch, Esq.
                  KLEHR HARRISON HARVEY BRANZBURG LLP
                  919 N. Market Street, Suite 1000
                  Wilmington, DE 19801
                  Tel: 302-552-5530
                  Fax: 302-426-9193
                  E-mail: rlemisch@klehr.com

Debtors'          GLASS RATNER ADVISORY & CAPITAL GROUP LLC
Financial
Advisor:

Debtors'          JMP SECURITIES, LLC
Investment
Banker:

Debtors' Claims   PHASE ELEVEN CONSULTANTS, LLC
& Noticing Agent:

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million

The petition was signed by Juliet Reising, chief financial
officer.

The Debtors did not file a list of their largest unsecured
creditors when they filed the petitions.  However, the Debtors
disclosed that as of the petition date, they owe Liberty Partners
Lenders, LLC, $85 million.


EQ PHOENIX: Assets to Be Sold at Feb. 7 Foreclosure Auction
-----------------------------------------------------------
Assets of EQ Phoenix, LLC, a Delaware limited liability company,
and RE Phoenix, LLC, a Delaware limited liability company, as
tenants-in-common, will be sold at public auction to the highest
bidder at the main entrance of the Superior Court Building, 201
West Jefferson, Phoenix AZ 85003 on Feb. 7, 2014, at 12:30 p.m.

Proceeds of the sale will be used to satisfy $4,550,000 in debt
owed to U.S. Bank National Association as trustee for the
registered holders of Merrill Lynch Mortgage Trust 2005-CKI1,
Commercial Mortgage Pass-Through Certificates, Series 2005-CKl1
c/o C-III Asset Management LLC.

The real property being sold consists of Lots 1 and 3 of The
Albertson's Inc. at 91st Avenue and Bell Road Peoria, Arizona.
Personal property at the site will also be sold.

EQ Phoenix and RE Phoenix are based at 9601 Wilshire Blvd., #602
Beverly Hills, CA 90210.

Trustee for the assets is:

     Michelle Ghidotti-Gonsalves
     Attorney at Law
     c/o Assured Lender Services, Inc.
     2552 Walnut Avenue, Suite 100
     Tustin, CA 92780
     Tel: (714) 573-1965


EVENT PARTNERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Event Partners, LLC
        12-14 South Hunt Road
        Amesbury, MA 01913

Case No.: 14-10112

Chapter 11 Petition Date: January 14, 2014

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Joan N. Feeney

Debtor's Counsel: Michael B. Feinman, Esq.
                  FEINMAN LAW OFFICES
                  Northmark Bank Building
                  69 Park Street
                  Andover, MA 01810
                  Tel: (978) 475-0080
                  Fax: (978) 475-0852
                  E-mail: mbf@feinmanlaw.com

Total Assets: $328,900

Total Liabilities: $3.19 million

The petition was signed by Marycarol Fowler, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab14-10112.pdf


FIBERTOWER CORP: Bondholders Support Restructuring Plan
-------------------------------------------------------
Holders of Class 1B 2016 Claims and Class 2B - 4B 2016 Guaranty
Claims, the only classes of claims required to vote to accept or
reject FiberTower Network Services Corp., et al.'s Joint Chapter
11 Plan voted overwhelmingly in favor of the Plan, according to a
declaration filed with the U.S. Bankruptcy Court for the Northern
District of Texas, Fort Worth Division.

All of the bondholders -- Broadridge Financial Services, First
Southwest Company, PNC Bank, State Street Bank & Trust, The Bank
of New York Mellon, The Northern Trust Company -- holding a total
of $106.5 million in claims voted in favor of the Plan.

The Plan proposes that holders of the 2016 claims and 2016
guaranty claims will receive 100% of the common equity of
Reorganized FiberTower Corporation, while holders of unsecured
claims will received their pro rata share of interests in a
litigation trust, which will be formed on the effective date.
Unsecured claims, excluding the 2016 deficiency claims and the
2012 claims, are estimated at approximately $44 million.

The Debtors maintain that their Plan satisfies the confirmation
requirements of the Bankruptcy Code and must be confirmed.
Multiple parties -- including U.S. Bank National Association,
State of Texas ad valorem taxing jurisdictions, Mansfield I.S.D.,
and the Official Committee of Unsecured Creditors -- previously
objected to the confirmation of the Plan.

                       About FiberTower Corp.

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg, P.C.,
and Cole, Schotz, Meisel, Forman & Leonard, P.A.  Goldin
Associates, LLC serves as its financial advisors.

On March 15, 2013, the Court entered an order authorizing the
Debtors to sell assets that are primarily utilized by the Debtors
to provide wireless backhaul services in the State of Ohio to
Cellco Partnership (dba Verizon Wireless) free and clear for $1.5
million.

In May 2013, FiberTower sought and obtained Court authority to
sell their telecommunications equipment and employ American
Communications, LLC, as telecommunications equipment reseller.
According to the Debtors, the telecommunications equipment, which
was a part of their backhaul business, is no longer necessary in
the conduct of their business.  They, however, believe that the
equipment may have resale value that would benefit their estates.


FISKER AUTOMOTIVE: Fisker Switzerland Wants UCC Rights Preserved
----------------------------------------------------------------
Fisker Automotive AG (Switzerland), Nelleman Fair Drive A/S and
Jin-Jin Electric, say they object to Fisker Automotive Holdings,
Inc., et al.'s Chapter 11 plan to the extent it violates contract
law or otherwise seeks to modify their rights under the Uniform
Commercial Code.

Fisker Switzerland, et al., specifically object to a provision in
the Plan that states:

     "Rejection or repudiation of any Executory Contract or
      Unexpired Lease pursuant to the Plan or otherwise shall not
      constitute a termination of preexisting obligations owed to
      the Debtors' Estates under such contracts or leases.  In
      particular, notwithstanding any nonbankruptcy law to the
      contrary, the Debtors expressly reserve and do not waive any
      right for the Debtors or the Liquidator, as applicable, to
      receive, or any continuing obligation of a counterparty to
      provide, warranties or continued maintenance obligations on
      goods previously purchased, or services previously received,
      by the contracting Debtors from counterparties to rejected
      or repudiated Executory Contracts or Unexpired Leases."

Fisker Switzerland, et al., are represented by:

         THE ROSNER LAW GROUP LLC
         Wilmington, Delaware
         Frederick B. Rosner, Esq.
         Julia B. Klein, Esq.
         824 Market Street, Suite 810
         Wilmington, DE 19801
         Tel.: (302) 777-1111
         E-mail: rosner@teamrosner.com

                        The Chapter 11 Plan

The Bankruptcy Court in Wilmington, Delaware, is scheduled to hold
a hearing Jan. 24, 2014, at 10:00 a.m. to consider confirmation of
the Debtors' Chapter 11 plan of liquidation and the proposed sale
of the Debtors' assets.  The hearing may again be deferred amid an
auction ordered by the court for the Debtors' assets.

Fisker on Jan. 1, 2014, filed a First Amended Joint Plan of
Liquidation, a copy of which is available at:

     http://bankrupt.com/misc/FISKERAUTOMOTIVE1amendedplan.pdf

Fisker has sought to sell its assets to Hybrid Tech Holdings LLC.
The Official Committee of Unsecured Creditors, however, want the
business sold to Wanxiang America Corporation, subject to higher
and better offers at an auction.

Hybrid was originally under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
before the Debtor's Chapter 11 filing.  On Jan. 1, 2014, Hybrid
agreed to add an extra $1 million cash and offered to share
proceeds from the sale of a Fisker facility in Delaware that
Hybrid doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive
$90 million in deficiency claims that otherwise would dilute
unsecured creditors' recovery.

Wanxiang, the Committee's stalking horse bidder, initially offered
$25.8 million in cash.  However, in papers filed early January
2014, Wanxiang said it has agreed to significantly improve its
initial offer by (i) increasing its proposed purchase price by $10
million and (ii) agreeing to match the additional consideration
that the Debtors have represented will be reflected in Hybrid's
improved offer.

In mid-January Bankruptcy Judge Kevin Gross, in a bench ruling,
denied a private sale of Fisker's assets to Hybrid Tech.  The
Court ordered the parties to go to auction and capped the amount
that Hybrid may credit bid to $25 million.

In light of the latest ruling, Hybrid submitted a revised Purchase
Agreement, dated as of Jan. 12, 2014, wherein it has offered to
acquire most of Fisker's assets for $55 million.

                    About Fisker Automotive

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

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

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

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

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

The Debtors have entered into an asset purchase agreement with
Hybrid for the sale of substantially all of its assets.  Hybrid is
represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at
Keller & Benvenutti LLP, in San Francisco, California.


FOOTHILL/EASTERN: Fitch Affirms Series 1995A Bonds From Watch Neg.
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Fitch Ratings has affirmed the 'BBB-' rating and removed the
Rating Watch Negative from the outstanding $179.99 million senior
lien series 1995A Foothill/Eastern Transportation Corridor Agency
(F/ETCA), CA revenue bonds. The Rating Outlook is Stable.

The series 2013 bonds, which priced on Dec. 12, 2013, restructured
all of the outstanding series 1999 bonds but excluded the senior
lien series 1995A bonds.  The restructuring transaction closed on
Jan. 2, 2014.  As noted in the Dec. 20, 2013 Fitch Rating Action
Commentary, 'Fitch Rates CA's Foothill/Eastern Transportation
Corridor Revs 'BBB-/BB+'; Outlook Stable,' Fitch expected to
remove the Rating Watch Negative if the restructuring transaction
closed successfully.

KEY RATING DRIVERS:

  -- Traffic Susceptible to Economic Downturns: The facility
     serves as a highway connection for commuters in Orange and
     Riverside Counties.  Traffic volume has grown marginally over
     the last decade, partly due to seven mostly above-inflation
     toll increases since fiscal 2000.  Future growth potential,
     reliant on residential development activity, is limited in
     part by the narrow corridor in which development can take
     place.  Revenue Risk Volume: Midrange.

  -- Price-Sensitive Commuter Traffic: F/ETCA has limited economic
     rate-making flexibility with an average toll rate that is now
     close to the revenue maximization point.  Nevertheless, it is
     Fitch's view that inflationary increases will become
     achievable once again over time.  A history of proactive
     decisions by management to raise rates is considered a credit
     strength.  Revenue Risk Price: Midrange.

  -- Back-Loaded and Long-Dated Debt: The project's debt burden is
     high.  Nevertheless, the restructuring extends final maturity
     by 13 years and debt service will now grow at a compound
     annual growth rate (CAGR) of 3.56% (fiscal 2015-2039, the
     year in which maximum annual debt service [MADS] occurs at
     $226.7 million).  F/ETCA has a fully funded debt service
     reserve and an additional reserve mechanism that provides
     some mitigation against the sharply escalating debt service
     profile.  It also provides for further enhancement should
     traffic or revenue underperform.  There are no cross default
     or acceleration provisions between the senior and junior
     liens, which protects the senior debt.  Debt Structure Risk:
     Weaker.

  -- Stable Financial Flexibility: F/ETCA is dependent on
     continued revenue growth throughout the life of the debt to
     maintain coverage levels at or above 1.30x. In fiscal 2013,
     the debt service coverage ratio (DSCR) was 1.17x ignoring the
     effect of the escrow defeasance fund (EDF).  The Fitch base
     case minimum combined senior/junior lien DSCR is 1.17x in
     fiscal 2014 and averages 1.37x through 2053 ignoring the use
     of the EDF.  Total leverage is high at 17x.

  -- Relatively New Asset: F/ETC is less than 15 years old and
     does not currently have any material state of good repair
     needs.  The state of California's Department of
     Transportation (Caltrans) has an obligation to maintain the
     physical assets and a covenant to budget for capital
     expenditures annually which provides some protection.
     Importantly, as part of the agreement with Caltrans, F/ETCA
     is not authorized to toll or operate any segment of the
     corridor south of the existing terminus (Oso Parkway) beyond
     Jan. 1, 2040.  Infrastructure Development/Renewal Risk:
     Stronger.

RATING SENSITIVITIES:

  -- Weaker traffic growth than projected by the traffic and
     revenue consultant over a sustained period;

  -- Toll rate increases that are materially below inflation for a
     sustained period;

  -- A decision to increase leverage or reduce liquidity to
     support any extension projects without commensurate financial
     mitigants;

  -- Dependence on the EDF for a prolonged period of time to meet
     the 1.30x/1.15x rate covenants.

SECURITY:

The bonds are secured by a pledge of net toll revenues derived
from the operation of the project and certain other pledged
revenues such as development impact fees (DIF).  F/ETCA has the
right to withdraw the first $5 million of DIF amounts collected
annually to be used for any lawful purpose, including debt
service.

TRANSACTION SUMMARY:

F/ETCA issued $2.08 billion of second senior series 2013A and
2013B term-rate bonds and $198.1 million of junior lien series
2013C bonds with respective 1.3x and 1.15x rate covenants.  These
bonds refinanced $2.2 billion in outstanding series 1999 bonds;
however, the outstanding senior series 1995 bonds will remain in
place.

Final pricing for the bonds provided an all-in interest cost of
6.07%, which was lower than expected resulting in slightly lower
average annual debt service and MADS costs.  These factors result
in slightly higher coverage levels, consistent with the rating
levels.


FPB BANCORP: KCG Americas Held $10% Equity Stake at Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, KCG Americas LLC disclosed that as of
Dec. 31, 2013, it beneficially owned 206,776 shares of common
stock of FPB Bancorp, Inc., representing 10.05 percent based on
outstanding shares reported on the Company's 10-Q filed with the
SEC for the period ended March 31, 2011.  A copy of the regulatory
filing is available for free at http://is.gd/2bYlCa

                         About FPB Bancorp

Port St. Lucie, Fla.-based FPB Bancorp, Inc., owns 100% of the
outstanding common stock of First Peoples Bank and the Bank owns
100% of the outstanding common stock of Treasure Coast Holdings,
Inc.  The Bank offers a variety of community banking services to
individual and corporate customers through its six banking offices
located in Port St. Lucie, Stuart, Fort Pierce, Vero Beach and
Palm City, Florida.  The Bank's subsidiary, Treasure Coast
Holdings, Inc., was incorporated in June 2008 for the sole purpose
of managing foreclosed assets.

The Company's balance sheet at March 31, 2011, showed
$228.06 million in total assets, $225.79 in total liabilities, and
stockholders' equity of $2.27 million.

As reported in the TCR on April 26, 2011, Hacker, Johnson & Smith
PA, in Fort Lauderdale, Florida, expressed substantial doubt about
FPB Bancorp's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
of the Company's operating and capital requirements, along with
recurring losses.

The Company has not filed any financial report after the filing of
its quarterly report for the period ended March 31, 2011.

On July 15, 2011, First Peoples Bank, the principal operating
subsidiary of FPB Bancorp, Inc., was closed by the Florida Office
of Financial Regulation, which appointed the Federal Deposit
Insurance Corporation as receiver of the Bank.

As indicated in the FDIC press release dated July 15, 2011,
subsequent to the closure, Premier American Bank, National
Association, Miami, Florida, assumed the operations and all of the
deposits of the Bank, and purchased essentially all of the Bank's
assets in a no loss-share transaction facilitated by the FDIC.
All depositors of the Bank automatically became depositors of
Premier American Bank for the full amount of their deposits, and
continued to have uninterrupted access to their deposits.
Depositors continued to be insured with the FDIC.  Beginning on
July 16, 2011, the six offices of the Bank reopened as branches of
Premier American Bank.


GARLOCK SEALING: Ruling Endorsed Bates White's Methods
------------------------------------------------------
Bates White disclosed that on January 10, 2014, in the matter In
re Garlock Sealing Technologies, LLC, Judge George Hodges, of the
US Bankruptcy Court for the Western District of North Carolina,
adopted the liability estimate for Garlock's pending and future
asbestos personal-injury claims presented by Dr. Charles Bates ,
Chairman of Bates White Economic Consulting.  Based on Dr. Bates'
testimony, Judge Hodges ruled that the reasonable and reliable
liability estimate for Garlock's pending and future claims is $125
million.

Importantly, by adopting Dr. Bates' Garlock liability estimate,
Judge Hodges not only rejected the $1.3 billion estimates advanced
by the experts of the Asbestos Claimants Committee (ACC) and the
Future Claimants Representative (FCR), but also endorsed
Bates White's estimation methods that calculate liability from the
ground up by modeling the interaction between liability,
transaction costs, likelihood of recovery, expected trial
outcomes, and settlements.  This approach is based on detailed and
extensive data regarding claimants' characteristics and their
sources of asbestos exposure, including large amounts of
information granted in discovery by Judge Hodges.  Bates White's
method contrasted with the simplistic approach of the opposing
experts that was limited to an extrapolation of the historical
settlements data without reference to the underlying mechanisms
that generate such settlements.  Judge Hodges noted that "The
estimates [by the ACC and FCR experts] of Garlock's aggregate
liability that are based on its historic settlement values are not
reliable because those values are infected with the impropriety of
some law firms and inflated by the cost of defense."

Garlock, a manufacturer of gaskets, filed for bankruptcy in 2010
because of the hundreds of thousands of individuals filing
lawsuits claiming that small amounts of asbestos in products the
company made decades ago caused them to contract asbestos-related
diseases, including mesothelioma, a form of cancer.  Prior to its
bankruptcy filing, Garlock already had paid hundreds of millions
of dollars to settle asbestos claims over multiple decades.  The
company's plan for exiting bankruptcy calls for the establishment
of a trust to resolve all pending and future asbestos claims.  At
issue in this hearing was the amount of assets that must be set
aside in such a trust.

Working in conjunction with Bates White, Garlock sought, and was
able to obtain, access to data regarding claims made by past and
pending Garlock claimants against other companies and bankruptcy
trusts for the same impairment.  The Bates White team, under the
direction of Dr. Jorge Gallardo-Garcia , a PhD economist and Bates
White Principal, combined data collected from this discovery work
with many other sources of information, such as public filings and
verdict results with the Debtors' pre-petition claims data.
Further, Dr. Gallardo-Garcia testified to the reliability of the
database at trial.  In this regard, Judge Hodges noted that, "The
result was the most extensive database about asbestos claims and
claimants that has been produced to date. It is the most current
data available and is the only data that accurately reflects the
pool of claims against Garlock.  It represents a reasonable and
representative sample of claims against Garlock."  Using these
data, Dr. Bates was able not only to estimate the net present
value of Garlock's expected aggregate liability for current and
future asbestos claims, but also to demonstrate why, and quantify
the degree to which, this amount differed from the payments
Garlock had been making to resolve claims in the tort system.

In estimating the number of future individuals to be diagnosed
with mesothelioma who might have had contact with asbestos-
containing gaskets, Dr. Bates relied on the most recent estimates
of the Bates White Incidence Model.  With respect to this model,
Judge Hodges wrote in his decision, "The Bates White model was
demonstrated to be an acceptable method of predicting future
incidence of mesothelioma . . . In fact, the Bates White model is
more inclusive than other models because it includes both
occupational and non-occupational exposure."

In addition to Dr. Gallardo-Garcia, Dr. Bates was assisted by
Dr. Jeffrey Brown, a PhD economist and Bates White Partner, who
designed a model to estimate the expected trial outcomes; by
Mr. Marc Scarcella, an MA financial economist and Bates White
Manager, who provided estimates of expected claimants' trust
recoveries; and by Dr. Karl Snow, a PhD economist and Bates White
Partner, who assisted with financial matters, including the
appropriate inflation and discount rates.

                      About Garlock Sealing

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

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

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

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

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

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


GENERAL MOTORS: Expects Modest Earnings Gain in 2014
----------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. said it would use expected profit gains in the
U.S. and China this year to offset restructuring costs elsewhere,
leaving its overall earnings modestly above those of 2013.

The report, citing FactSet, said the largest U.S. auto maker
earned a projected $7.62 billion in pretax profit last year, up
from $6.12 billion a year earlier.  GM is expected to disclose its
fourth-quarter and full-year results on Feb. 6.

According to the report, the disclosure sent its shares down. GM
was off 1.6%, or 64 cents, at $39.38 in 4 p.m. trading on Jan. 15
on the New York Stock Exchange.

"We're taking advantage of strength to really take aggressive and
assertive steps to fix other parts of the business," GM President
Dan Ammann said on Jan. 15 during a presentation to auto-industry
analysts in Detroit, the report cited.  "We're committing a large
amount of cash and resources to restructure Europe and we are
spending money, real money to restructure some of the
international operations that will pay off substantially for us in
the future."

GM said it expects to spend about $1.1 billion on restructurings,
including closing an assembly plant in Bochum, Germany, winding
down vehicle production in Australia, and pulling Chevrolet from
the European market, the report related.  Mr. Ammann said the
European expenses include liquidating its unsold Chevrolet
inventory and reimbursing its Chevy dealers.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

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

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

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


GEOMET INC: T. Rowe Price Held 10.8% Equity Stake at Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, T. Rowe Price Associates, Inc., and its
affiliates disclosed that as of Dec. 31, 2013, they beneficially
owned 4,922,626 common stock of GeoMet Inc. representing 10.8
percent of the shares outstanding.  T. Rowe Price previously
reported beneficial ownership of 7,816,122 common shares or 17.4
percent equity stake as of Dec. 31, 2012.  A copy of the
regulatory filing is available for free at http://is.gd/xIgnL1

                         About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas.  Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia.  It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia.  As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $149.95 million on $39.38 million of total revenues, as
compared with net income of $2.81 million on $35.61 million of
total revenues in 2011.  The Company's balance sheet at Sept. 30,
2013, showed $58.35 million in total assets, $92.15 million in
total liabilities, $41.19 million in mezzanine equity, and a
$74.99 million total stockholders' deficit.

Hein & Associates LLP, in Houston, Texas, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses, has a working
capital deficit of $4,659,296 at Dec. 31, 2012, and expects to
reclassify approximately $129,000,000 of long-term debt to current
liabilities on April 2, 2013.  These conditions, among others,
raise substantial doubt about its ability to continue as a going
concern.


GREEN FIELD: Committee Wins Bid for Ch. 11 Examiner Appointment
---------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware granted the request filed by the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Green Field Energy
Services, Inc., et al., for the appointment of an examiner.

The examiner will investigate and prepare a report providing
his/her factual and legal conclusions respecting whether the
Debtors' estates hold valuable claims or causes of action against
any of the parties that would receive as release if the Chapter 11
plan described in the restructuring support agreement is confirmed
and whether the value being contributed by the parties to the RSA
justifies granting those releases.

The Creditors' Committee is directed to submit to the examiner on
or before Jan. 24 a description of all claims and causes of action
that the Committee believes exist against any of the parties that
would receive a release if the Chapter 11 plan described in the
RSA is confirmed.  Each of the RSA Parties may submit to the
examiner on or before Jan. 31 a response to the description
submitted by the Committee.

The examiner is required to file a report no later than March 4.
In investigating and preparing the report, the examiner is
required to take into consideration (i) the Debtors' funding
constraints and liquidity available in the Chapter 11 cases and
(ii) that time is of the essence and that it is likely that the
RSA Parties will not agree to an extension of the March 4
deadline.

                   About Green Field Energy

Green Field Energy Services, Inc., is an independent oilfield
services company that provides a wide range of services to oil and
natural gas drilling and production companies to help develop and
enhance the production of hydrocarbons.  The Company's services
include hydraulic fracturing, cementing, coiled tubing, pressure
pumping, acidizing and other pumping services.

Green Field Energy and two affiliates filed Chapter 11 petitions
in Delaware on Oct. 27, 2013, after defaulting on an $80 million
credit provided by an affiliate of Royal Dutch Shell Plc (Bankr.
D. Del. Case No. 13-bk-12783).

The Debtors are represented by Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois; and Michael R.
Nestor, Esq., and Kara Hammon Coyle, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.

The Debtors' investment banker is Carl Marks Advisory Group LLC.
Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves
as the Debtors' chief restructuring officer.

In its schedules, Green Field disclosed $306,960,039 in total
assets and $447,199,869 in total liabilities.

The official committee of unsecured creditors appointed in the
case has retained Robert J. Stark, Esq., Howard L. Siegel, Esq.,
and Sunni P. Beville, Esq., at Brown Rudnick LLP as co-counsel;
Steven K. Kortanek, Esq., Kevin J. Mangan, Esq., and Morgan
Seward, Esq., at Womble Carlyle Sandridge & Rice, LLP as Delaware
co-counsel; and Conway MacKenzie, Inc. as financial advisor.

Green Field's bankruptcy is being financed with a $30 million loan
from BG Credit Partners LLC and ICON Capital LLC.


IMH FINANCIAL: Gets Final Class Action Settlement Approval
----------------------------------------------------------
IMH Financial Corporation received Final Approval of the Class
Action Settlement when the Delaware Supreme Court dismissed the
last remaining appeal in the class action lawsuit captioned In re
IMH Secured Loan Fund Unitholders.  The Company has since resumed
activities to execute the terms of the Settlement, including
preparation of the two securities offerings. Subject to compliance
with securities and other applicable laws and regulations, the
Company is preparing the final offering materials and plans to
begin distributing them in February 2014. Each of these offerings
is subject to compliance with numerous applicable regulatory
requirements, general securities law and other accounting and
auditing standards, and there can be no assurance that both or
either of the offerings will commence within the estimated time
frame.

                        About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $15.47 million.  IMH Financial disclosed a net loss of
$32.19 million in 2012, a net loss of $35.19 million in 2011, and
a net loss of $117.04 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $249.77
million in total assets, $133.13 million in total liabilities and
$116.63 million in total stockholders' equity.


INTELLICELL BIOSCIENCES: Issues 6MM Additional Shares to Hanover
----------------------------------------------------------------
Intellicell Biosciences, Inc., issued and delivered to Hanover on
Dec. 27, 2013, another 6,009,817 additional settlement shares
pursuant to the terms of the Settlement Agreement approved by the
Supreme Court of the State of New York, County of New York, on
May 21, 2013.  The Order approved, 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 between Intellicell
Biosciences, Inc., and Hanover Holdings I, LLC, in the matter
entitled Hanover Holdings I, LLC v. Intellicell Biosciences, Inc.,
Case No. 651709/2013.  Hanover commenced the Action against the
Company on May 10, 2013, to recover an aggregate of $706,765 of
past-due accounts payable of the Company, plus fees and costs.
The Order provides for the full and final settlement of the Claim
and the Action.

As previously disclosed, on May 23, 2013, the Company issued and
delivered to Hanover 8,500,000 shares of the Company's common
stock, $0.001 par value.

As previously disclosed, between June 17, 2013, and Dec. 16, 2013,
the Company issued and delivered to Hanover an aggregate of
87,266,171 Additional Settlement Shares pursuant to the terms of
the Settlement Agreement approved by the Order.

A full-text copy of the Form 8-K is available for free at:

                        http://is.gd/40sKUH

                   About Intellicell Biosciences

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

Intellicell disclosed a net loss of $4.15 million on $534,942 of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $32.83 million on $99,192 of revenues during the prior
year.  The Company's balance sheet at June 30, 2013, showed $3.70
million in total assets, $10.57 million in total liabilities and a
$6.86 million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP stated in their report
that the Company's financial statements for the fiscal years ended
Dec. 31, 2012, and 2011, were prepared assuming that the Company
would continue as a going concern.  The Company's ability to
continue as a going concern is an issue raised as a result of the
Company's recurring losses from operations and its net capital
deficiency.  The Company continues to experience net operating
losses.  The Company's ability to continue as a going concern is
subject to its ability to generate a profit.


J.C. PENNEY: To Close 33 Stores, Cut 2,000 Jobs
-----------------------------------------------
John Kell, writing for The Wall Street Journal, reported that J.C.
Penney Co. is planning to close 33 underperforming stores and trim
2,000 positions, moves the department-store retailer said are
necessary so it can focus on locations that can generate the
strongest profits.

According to the report, the planned closures come as the retailer
is struggling to turn itself around after former Chief Executive
Ron Johnson's failed effort to remake the company by doing away
with promotions and eliminating in-house brands.

And while Penney has said customers responded well to its
offerings during the latest holiday period, the company still has
a lot of ground to make up after sales fell by nearly a third in
the holiday quarter of 2012, the report related.

Penney on Jan. 15 said the move to close 33 stores from its base
of about 1,100 locations will result in annual savings of about
$65 million beginning this year, the report added.  The closings
will result in the elimination of about 2,000 positions, and
eligible associates who don't remain with the company will receive
separation benefits packages.

The company expects to incur pretax charges of about $26 million
in the fiscal fourth quarter and an additional $17 million in
future periods due to the store closures, the report further
related.

                          About J.C. Penney

J.C. Penney Company, Inc. is one of the U.S.'s largest department
store operators with about 1,100 locations in the United States
and Puerto Rico.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2013,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'CCC'
from 'B-'.


JAMES RIVER: Inks First Amendment to GE Capital Credit Agreement
----------------------------------------------------------------
James River Coal Company entered into a First Amendment to Second
Amended and Restated Revolving Credit Agreement by and among the
Company, certain of its subsidiaries, the lenders party thereto
and General Electric Capital Corporation as administrative agent
for the Lenders and as collateral agent for the Lenders, pursuant
to which, among other things, the definition of "Trigger Event
Period" was modified.  Under the prior definition a "Trigger Event
Period" commenced when the sum of the Company's Unrestricted Cash
(as defined in the Amended and Restated Credit Agreement) and
Availability (as defined in the Amended and Restated Credit
Agreement) was less than $35,000,000 and ended when the sum of
Unrestricted Cash and Availability for a period of 90 consecutive
days equaled or exceeded $35,000,000.  The First Amendment deleted
from the "Trigger Event Period" definition in each instance
"$35,000,000" and inserted in each instance "$23,000,000."

A full-text copy of the First Amendment to Second Amended and
Restated Revolving Credit Agreement, dated Jan. 9, 2014, is
available for free at http://is.gd/OKJ0HR

                           About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $14.99 million.  James River reported a net loss of
$138.90 million in 2012, as compared with a net loss of $39.08
million in 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $1.06 billion in total assets, $818.69 million in total
liabilities and $247.34 million in total shareholders' equity.

                           *     *     *

In the May 24, 2013, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating to
Caa2 from Caa1.

"While the company continues to take actions to reposition
operations and shore up its balance sheet, we expect external
factors will preclude James River from maintaining credit measures
and liquidity consistent with the Caa1 rating level," said Ben
Nelson, Moody's lead analyst for James River Coal Company.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JOHN D. OIL & GAS: Jan. 27 Hearing on 3rd Amended Plan Outline
--------------------------------------------------------------
John D. Oil and Gas Company early last month filed a Third Amended
Chapter 11 plan and is slated to seek approval of the explanatory
disclosure statement at a hearing on Jan. 27, 2014 at 2:30 p.m.

Objections to the adequacy of the information in the disclosure
statement are due Jan. 21, 2014.

John D. Oil and its debtor-affiliates have negotiated a private
sale of the certain assets consisting principally of Debtors'
mineral leases, wells, pipelines and related (well operating)
equipment for a price sufficient to pay all of the Debtors'
obligations under their respective plans.

The sale is expected to close not later than March 14, 2014, in
order to permit the timely remittance of a settlement payment to
RBS.  The 10.8 million amount resulting from the proceeds of the
private sale to occur on March 14, 2014 will satisfy, in full, all
claims of RBS stemming from Oz-GPE's and John D. Oil's
obligations.

After the private sale, John D. Oil will be able to engage in new
business ventures alone or in combination with other Osborne-
related entities.

Under the Plan:

   -- Administrative claims will be paid in full on the effective
date of the Plan;

   -- Priority claims (Class 1) will receive payment in full on
the Effective Date.

   -- The secured claim of RBS (Class 2), fixed at $12 million,
will be paid in a settlement amount of $10.8 million on or before
March 14, 2014.  If the private sale does not close in time to
make payment by March 14, 2014 (or such date as may be agreed to
by RBS), Debtor will pay on or before March 31, 2014, $10.8
million plus $100,000, plus $5,000 for each day after March 14.
If neither payment is timely paid, RBS will be entitled to payment
of its allowed claim on April 1.

   -- Holders of allowed general unsecured claims (Class 4) each
will receive 90% of the allowed amount, paid within 30 days of the
closing of the private sale.

   -- Holders of equity interests (Class 5) will retain their
interests in the Debtor.

The prior version of the plan documents provided for the same
treatment of claims and interests.  The Debtor, however,
contemplated a Dec. 31, 2013 closing of the private sale.

A copy of the Disclosure Statement dated Dec. 2, 2013, is
available for free at:

    http://bankrupt.com/misc/John_D_Oil_3rd_Am_DS.pdf

                    About John D. Oil & Gas Co.

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Dec. 31, 2011, showed $6.98 million in total
assets, $13.26 million in total liabilities, and a stockholders'
deficit of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


JIMMY HANSEN LAND: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jimmy Hansen Land & Livestock Company, LLC
           dba Hansen Land & Livestock Company, LLC
        426 Green Mountain Road
        Newcastle, WY 82701

Case No.: 14-20021

Chapter 11 Petition Date: January 14, 2014

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Hon. Peter J. McNiff

Debtor's Counsel: Paul Hunter, Esq.
                  2616 Central Avenue
                  Cheyenne, WY 82001
                  Tel: 307-637-0212
                  Fax: 307-637-0262
                  E-mail: attypaulhunter@prodigy.net

Total Assets: $1.20 million

Total Liabilities: $911,902

The petition was signed by Bruce Hansen, managing member.

The Debtor listed Steven Edwards, et.al, as its largest unsecured
creditors holding a claim of $36,727.


KREIN-TWO: Assets to Be Sold at Feb. 26 Foreclosure Auction
-----------------------------------------------------------
Assets of Krein-Two, L.L.C., a Nevada limited liability company,
will be sold at public auction to the highest bidder to satisfy
$610,000 in debt owed to Mutual Of Omaha Bank.

The auction will be held at the Front Lobby of Jaburg & Wilk,
P.C., 3200 N. Central Avenue, Suite 2000, Phoenix, AZ, on Feb. 26,
2014, at 11:00 a.m.

The assets are located at 2147 East Baseline Road, Units 105 and
106, in Tempe, AZ 85283.

The sale will be made for cashier's check or other form of payment
satisfactory to the trustee, Ronald M. Horwitz (payable at the
time of sale or as allowed by the Trustee under Arizona law), but
without covenant or warranty, express or implied, regarding title,
condition, possession or encumbrances, to pay the obligations
secured by the Deed of Trust.

The trustee may be reached at:

     Ronald M. Horwitz
     Jaburg & Wilk, P.C.
     3200 North Central Avenue, Suite 2000
     Phoenix, AZ 85012

Information on the sale is available at http://www.thoffice.info


LIC CROWN: Stepped Out of Bankruptcy Protection January 9
--------------------------------------------------------
LIC Crown Mezz Borrower LLC and its affiliated debtors officially
emerged from Chapter 11 protection exactly three months after
their bankruptcy filing.

According to a notice filed with the U.S. Bankruptcy Court for
the Southern District of New York, the effective date of the
Debtors' prepackaged liquidating Chapter 11 plan occurred on
January 9.

U.S. Bankruptcy Judge Martin Glenn, who oversees the Debtors'
bankruptcy cases, approved the liquidating plan as well as the
Debtors' disclosure statement on December 16, 2013.

As reported by the Troubled Company Reporter on Oct. 18, 2013,
under the plan, which will be funded by the Debtors' assets,
claims against and equity interests in the Debtors are divided
into classes and will receive distributions and recoveries as
follows:

                               Est. Amount of
   Type of Claim               Allowed Claims     Est. Recovery
   -------------               --------------     -------------
   Administrative Claims                 $___          100%
   Priority Tax Claims                   $___          100%
   Fee Claims                             TBD          100%
   Other Priority Claims                 $___          100%
   Mortgage Lender Claim          $71,559,083          100%
   Mezzanine Lender Claim         $57,022,400           --
   General Unsecured Claims          $645,498          100%
   Equity Interests                       N/A           --

The plan requires the Debtors to transfer and convey to the
designee of Factory Mezz LLC, as mezzanine lender, the real
property commonly known as the Factory Building, located at 47-44
31st Street, Block 282, Lot 1, in Long Island, County of Queens,
in New York.

Meanwhile, the mezzanine lender will transfer to the Debtors for
the benefit of holders of equity interests $5.0 million, without
set-offs or offset for any claims or deductions not specifically
contemplated under the Plan Support and Cooperation Agreement
dated Oct. 2, 2013, payable to Gerstein Strauss & Rinaldi, Esqs.

A copy of Judge Glenn's confirmation order is available without
charge at http://is.gd/uhkCxT

                Bar Date for Admin Expense Claims

According to the notice filed on January 10, all entities seeking
awards by the bankruptcy court of compensation for services
rendered or reimbursement of expenses incurred through January 9
are required to file their final fee applications on or before
February 10.

All entities asserting claims that stemmed from the rejection of
an executory contract are also required to file their proofs of
claim on or before February 10.

LIC Crown Mezz Borrower LLC and its two affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 10,
2013 (Case No. 13-13304, Bankr. S.D.N.Y.).  The Debtors' Chief
Restructuring Officer is Steven A. Carlson.

The Debtors are represented by Tracy L. Klestadt, Esq., and Joseph
C. Corneau, Esq. -- jcorneau@klestadt.com -- at KLESTADT &
WINTERS, LLP, in New York; and Victor Gerstein, Esq., at Gerstein
Strauss & Rinaldi LLP, in New York.

The Mezzanine Lender is represented by John H. Bae, Esq. --
jhbae@mintz.com -- and Kaitlin R. Walsh, Esq. -- KRWalsh@mintz.com
-- at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., in New
York; and Howard Schochet, Esq. -- schocheth@gtlaw.com -- at
Greenberg Traurig, LLP, in New York.

Mortgage Lender U.S. Bank National Association is represented by
W. Michael Bond, Esq. -- michael.bond@weil.com -- at Weil, Gotshal
& Manges LLP, in New York.


LOEHMANN'S HOLDINGS: Taps Epiq as Administrative Agent
------------------------------------------------------
Loehmann's Holdings Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ Epiq Bankruptcy Solutions, LLC as
administrative agent, nunc pro tunc to the Dec. 15, 2013 petition
date.

The Debtors seek to employ Epiq to provide, among other things,
the following bankruptcy administrative services:

   (a) assist with, among other things, solicitation, balloting,
       tabulation and calculation of votes, as well as preparing
       any appropriate reports, as required in furtherance of
       confirmation of chapter 11 plans;

   (b) generate an official ballot certification and testify, if
       necessary, in support of the ballot tabulation results;

   (c) gather data in conjunction with the preparation, and assist
       with the preparation, of the Debtors' schedules of assets
       and liabilities and statements of financial affairs;

   (d) generate, provide and assist with claims reports, claims
       objections, exhibits, claims reconciliation, and related
       matters;

   (e) manage any distributions pursuant to a confirmed chapter 11
       plan; and

   (f) provide such other claims processing, noticing,
       solicitation, balloting and other administrative services
       described in the Services Agreement, but not included in
       the Section 156(c) Application, as may be requested from
       time to time by the Debtors, the Court or the clerk of the
       Court.

Epiq will be paid at these hourly rates:

       Clerical/Administrative Support           $35
       Case Manager                              $75
       IT/Programming                           $110
       Senior Case Management                   $170
       Case Analyst                              $85
       Consultant/Senior Consultant             $170
       Director/Vice President Consulting       $225
       Communications Counselor                 $250
       Jane Sullivan - Exec. Vice President     $265

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

Prior to the Petition Date, Epiq Bankruptcy received a retainer of
$20,000 from the Debtors.

James Katchadurian, an executive vice president of Epiq, 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 New York will hold a
hearing on the application on Jan. 16, 2014, at 2:00 p.m.
Objections were due Jan. 9, 2014.

Epiq Bankruptcy can be reached at:

       James Katchadurian
       EPIQ BANKRUPTCY SOLUTIONS, LLC
       757 Third Avenue, Third Floor
       New York, NY 10017
       Tel: (646) 282-2549
       E-mail: jkatchadurian@epiqsystems.com

                        About Loehmann's

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

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

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

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

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

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

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

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

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

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

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


LOEHMANN'S HOLDINGS: Hires Stroock & Stroock as Counsel
-------------------------------------------------------
Loehmann's Holdings Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ Stroock & Stroock & Lavan LLP as
counsel, nunc pro tunc to the Dec. 15, 2013 petition date.

The Debtors require Stroock & Stroock to:

   (a) advise the Debtors with respect to their powers and duties
       as debtors-in-possession in the continued management and
       operation of their business and properties;

   (b) advise and consult on the conduct of these Chapter 11
       cases, including all of the legal and administrative
       requirements of operating in Chapter 11;

   (c) attend meetings and negotiating with representatives of
       creditors and other parties-in-interest;

   (d) take all necessary action to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending actions commenced against the
       Debtors and representing the Debtors' interests in
       negotiations concerning litigation in which the Debtors are
       involved, including objections to claims filed against the
       Debtors' estates;

   (e) prepare, on behalf of the Debtors, pleadings, including
       motions, applications, answers, orders, reports and papers
       necessary or otherwise beneficial to the administration of
       the Debtors' estates;

   (f) advise the Debtors in connection with obtaining post-
       petition financing and the use of cash collateral;

   (g) advise the Debtors in connection with any sale of their
       assets;

   (h) consult with the Debtors regarding employee and tax
       matters;

   (i) appear before the Court and any appellate courts to
       represent the interests of the Debtors' estates before
       those courts; and

  (j) perform all other necessary or otherwise beneficial legal
      services and providing legal advice to the Debtors in these
      Chapter 11 Cases.

Stroock & Stroock will be paid at these hourly rates:

       Partners                          $795-$1,085
       Associates                        $375-$820
       Paraprofessionals                 $215-$405
       Gabriel Sasson                    $550
       Jonathan D. Canfield              $675
       Matthew G. Garofalo               $675
       Sayan Bhattacharyya               $730
       Kristopher Hansen               $1,085

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

The Debtors paid $675,000 to Stroock & Stroock as retainer,
delivered in three installments, $75,000 on Nov. 21, 2013, $75,000
on Dec. 3, 2013 and $525,000 on Dec. 13, 2013.

Kristopher M. Hansen, partner of Stroock & Stroock, 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 New York will hold a
hearing on the application on Jan. 16, 2014, at 2:00 p.m.
Objections were due Jan. 9, 2014.

Stroock & Stroock can be reached at:

       Kristopher M. Hansen, Esq.
       STROOCK & STROOCK & LAVAN LLP
       180 Maiden Lane
       New York, NY 10038-4982
       Tel: (212) 806-5400
       Fax: (212) 806-6006

                        About Loehmann's

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

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

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

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

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

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

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

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

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

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

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


LOEHMANN'S HOLDINGS: Taps Clear Thinking for Restructuring Advise
-----------------------------------------------------------------
Loehmann's Holdings Inc. and its debtor-affiliates ask permission
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Clear Thinking Group LLC to provide the Debtors
with financial restructuring services and designate Lee Diercks as
chief restructuring officer and Joseph Marchese as chief financial
officer, nunc pro tunc to the Dec. 15, 2013 petition date.

The relationship between the Debtors and CTG is governed by the
Services Agreement.  Pursuant to the terms of the Services
Agreement, the activities of Mr. Diercks, Mr. Marchese and CTG
would include, but not be limited to, reviewing, analyzing, and
making recommendations to the Debtors in the following areas:

   (a) CTG shall provide services to the Debtors by acting as CRO
       and CFO.  These roles will include serving as an appointed
       officer of the Debtors, however they are not employees of
       the Debtors, but of CTG, and the understanding that the CRO
       and CFO will be named under the Debtors' D&O policy if they
       are not already under said policy. CTG acknowledges and
       accepts the Debtors' D&O policy including appropriate tail
       coverage;

   (b) Subject to the approval of the Board, and counsel, Mr.
       Diercks, Mr. Marchese, and CTG shall be authorized to make
       decisions with respect to all aspects of the Debtors'
       restructuring, consistent with their roles as CRO and CFO,
       in such manner as they deem necessary or appropriate, in a
       manner consistent with the business judgment rule and the
       provisions of state and Federal law, subject to governance
       by the Board; and

   (c) The CTG Parties shall not have any authority to make any
       decision committing the Debtors or their resources other
       than in the ordinary course of business unless approved by
       the Board and, if required, the Bankruptcy Court.

As set forth in the Services Agreement, CTG's compensation shall
consist of hourly fees and reimbursement of expenses, as follows:

   -- Hourly Rates: Fees for CTG's services will be based on the
      hours charged at the following hourly rates:

         Partner                       $350
         Managing Director             $275
         Manager                       $250
         CTG employee/consultant       $200
         Analyst                       $175

   -- Expense Reimbursement: Reimbursement of CTG's, Mr. Diercks's
      and Mr. Marchese's reasonable, documented and ordinary out-
      of-pocket expenses including, travel, lodging, postage and
      phone.

Prior to the Petition Date, the Debtors provided CTG with an
additional retainer of $125,000.  From that retainer, CTG was paid
approximately $51,000 for services provided prior to the Petition
Date, and CTG is now holding approximately $74,000 as a retainer
for the post-petition services.  The Retainer will be held by CTG
until the conclusion of the Debtors' chapter 11 cases and will be
applied to fees and expenses authorized pursuant to CTG's final
fee application.

Lee Diercks, partner of CTG, 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 New York will hold a
hearing on the application on Jan. 16, 2014, at 2:00 p.m.
Objections were due Jan. 9, 2014.

CTG can be reached at:

       Lee Diercks
       Clear Thinking Group LLC
       401 Towne Centre Drive
       Hillsborough, NJ 08844
       Tel: (908) 431-2121
       Fax: (908) 359-5940
       E-mail: ldiercks@clearthinkinggrp.com

                        About Loehmann's

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

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

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

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

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

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

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

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

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

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

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


LOEHMANN'S HOLDINGS: Panel Balks at Canaccord Hiring
----------------------------------------------------
At the hearing on Jan. 16, Loehmann's Holdings Inc., et al. and
the Official Committee of Unsecured Creditors appointed in the
retailer's bankruptcy case will face off over the Debtors'
application to employ Canaccord Genuity Inc. as investment banker.

Loehmann's proposes to Canaccord nunc pro tunc to the Dec. 15,
2013 petition date to advise the Debtors in connection with:

   -- a Financing Transaction; and
   -- an M&A Transaction.

Canaccord Genuity will also provide investment banking services as
Canaccord Genuity and the Debtors deem appropriate in connection
with a Possible Transaction during the course of these Chapter 11
Cases, including, but not limited to, the following:

   (a) familiarizing itself to the extent it deems appropriate
       with the business, operations, financial condition, and
       prospects of the Company;

   (b) preparing an analysis and report of strategic alternatives
       for the Company and delivering and presenting such analysis
       and report to the Board of Directors of the Company;

   (c) assisting the Company's management in (i) developing (x) a
       strategy for pursuing a Possible Transaction involving the
       Company and (y) a list of possible participants in the
       Possible Transaction (it being understood that such
       participants may include parties to whom Canaccord Genuity
       has rendered or is now rendering investment banking
       services), (ii) preparing a descriptive memorandum that
       describes the Company's operations and financial condition
       and includes current financial data and other appropriate
       information or information requested by the Company,
       in each case furnished by the Company and (iii) contacting
       and eliciting interest from, and conducting financial due
       diligence on, those possible participants in a Possible
       Transaction expressly previously approved by the Company;

   (d) participating with the Company, and its counsel, and
       Financial advisors, as requested by the Company, in (i) the
       investigatory and "due diligence" review being conducted by
       any possible participant and (ii) evaluating, structuring
       and negotiating the terms and conditions of any proposed
       Possible Transaction, whether in connection with a Plan
       or otherwise;

   (e) participating in meetings of the Board of Directors of the
       Company at which the Possible Transaction is to be
       considered and, as appropriate, or as requested by the
       Company, reporting to the Board of Directors with respect
       thereto;

   (f) together with the Company, preparing for and participating
       in meetings with the Company's existing lenders, creditor
       groups, official constituencies and other interested
       parties, as necessary;

   (g) to the extent requested by the Company, assisting the
       Company in raising capital and refinancing or amending any
       of its existing debt facilities;

   (h) in the event the Company determines to commence one or more
       cases under the Bankruptcy Code in order to pursue a
       Possible Transaction or otherwise, and if requested by the
       Company, cooperating with Company's bankruptcy counsel and
       other counsel, and participating in hearings before the
       Bankruptcy Court and providing relevant testimony with
       respect to the matters described herein and arising in
       connection with any Possible Transaction or any proposed
       Plan; and

   (i) providing such other or further services as Canaccord
       Genuity and the Company agree in writing.

The Debtors and Canaccord Genuity have agreed to the following
compensation and expense structure in consideration for the
services to be rendered by Canaccord Genuity in these Chapter 11
Cases:

   -- Monthly Fees. A monthly fee in the amount of $50,000 due,
      earned and payable in advance on the first business day of
      every month thereafter (the "Monthly Fees"), until the
      termination of Canaccord Genuity's engagement pursuant to
      Section 5. 100% of the Monthly Fees will be credited once
      against a Financing Fee or M&A Fee that is payable under
      this letter agreement.  For the avoidance of doubt, the
      amount of Monthly Fees credited cannot exceed the aggregate
      amount of all such fees paid to Canaccord Genuity.

   -- Financing Transaction. Upon the earlier of the consummation
      of a Financing Transaction and the entry of a Bankruptcy
      Court Order authorizing a Financing Transaction, a fee (the
      "Financing Fee") paid to Canaccord Genuity calculated by
      multiplying the applicable fee percentage by the total gross
      proceeds raised or committed pursuant to an executed final
      definitive agreement as set forth below:

         Funds Raised                       Fee %
         ------------                       -----
         Senior Secured Debt                1.25%
         Junior Secured or Unsecured Debt   3.50%
         Common Equity                      6.00%

      Notwithstanding the foregoing, Canaccord Genuity will not
      earn a Financing Fee in the event that Whippoorwill
      Associates, Inc., The Alpine Group, Inc. or the Agent is the
      lender under any debtor in possession financing facility.

   -- M&A Transaction. Upon the earlier of the consummation of a
      M&A Transaction and the entry of a Bankruptcy Court Order
      authorizing the consummation of any M&A Transaction, a fee
      (the "M&A Fee") paid to Canaccord Genuity equal to $400,000
      if Aggregate Consideration is in an amount equal to the
      actual amount sum of cash borrowed (i) principal, (ii)
      interest, (iii) letters of credit by the Company and (iv)
      the Agent's professional fees, in each case outstanding and
      unpaid under the Credit Agreement as of the date that the
      M&A Transaction is consummated (the "Baseline").  In
      addition, the M&A Fee shall be increased by an additional
      amount equal to the product of the applicable fee percentage
      set forth below multiplied by the total Aggregate
      Consideration in such M&A Transaction in excess of the
      Baseline:

         Aggregate Consideration             Fee
         -----------------------             ---
         $0 to $15 million                   2.5%
         $15 million to $30 million          5.0%
         Greater than $30 million            7.5%

   -- The fee payable to Canaccord Genuity upon consummation of a
      Possible Transaction will be payable in full, in cash, upon
      the earlier of the consummation of a Possible Transaction
      and the entry of a Bankruptcy Court Order approving a
      Possible Transaction.

      For purposes of this Agreement, "Aggregate Consideration"
      shall mean the cumulative value of the M&A Transaction,
      representing the total value of the Company implied by the
      sum of all cash paid or payable and the fair market value of
      all property or securities transferred or transferable
      directly or indirectly, in connection with a Transaction,
      including (i) cash amounts paid or securities issued to
      holders of shares of capital stock or of any warrants,
      options or stock appreciation rights, whether or not vested,
      or other securities convertible or exchangeable for any
      shares of capital stock; (ii) the total amount of
      indebtedness for borrowed money or similar non-trade
      liabilities or obligations repaid, retired, extinguished or
      assumed in connection with a Transaction; (iii) the value of
      any performance payments, equity incentives, cash bonus
      plans or other similar arrangements established in
      connection with a Transaction; (iv) the value of any
      dividends or other distributions to stockholders or
      affiliates, declared or paid after the date of this
      Agreement, other than normal recurring cash dividends in
      amounts not materially greater than currently paid;
      and (v) amounts paid by the Company to repurchase any of its
      securities outstanding on the date hereof. In the case of an
      acquisition of substantially all of the Company's assets,
      Aggregate Consideration shall include the net value of any
      current assets not sold by the Company, if being understood
      that net value cannot result in a negative number that
      reduces Aggregate Consideration.  In the case of a confirmed
      Plan, Aggregate Consideration shall include the enterprise
      value of the reorganized entities, as agreed to by the
      Company and Canaccord Genuity or as otherwise determined by
      the Bankruptcy Court, in addition to cash on the Company's
      balance sheet on the confirmation hearing date of the Plan.

      For purposes of calculating Aggregate Consideration: (i) in
      a M&A Transaction involving the sale or transfer, directly
      or indirectly, of 50% or more of the outstanding common
      stock or other equity interest in, or assets of, the
      Company, Aggregate Consideration shall be calculated as if
      100% of the outstanding common stock or other equity
      interest in, or assets of, the Company were sold or
      transferred for the same amount paid in such M&A
      Transaction; (ii) the value of any security issuable in
      connection with a M&A Transaction will be determined, if a
      publicly-traded security, on the basis of the average of the
      closing prices for the 20 trading days prior to the closing,
      or, if the security is not freely tradable on the basis of
      the fair market value of such security at closing as
      determined in good faith by Canaccord Genuity; and (iii) the
      value of any property transferred in connection with a M&A
      Transaction will be determined on the basis of the fair
      market value of such property at closing as determined in
      good faith by Canaccord Genuity.

      Amounts paid into escrow, installment payments and
      contingent payments in connection with a Possible
      Transaction shall be included as part of Aggregate
      Consideration.  Fees on amounts paid into escrow will be
      payable upon establishment of such escrow and fees on
      installment payments will be payable at closing.  In the
      event the consideration to be paid in a Possible Transaction
      may be increased by payments related to future events, the
      portion of the applicable fee relating to such contingent
      payments will be calculated and paid if and when such
      contingent payments are made.

      If, in connection with a Possible Transaction that is not
      completed, the Company receives a break-up fee, topping fee,
      liquidated damages or other termination fee or payment
      (collectively, a "Termination Fee"), the Company will pay
      Canaccord Genuity a fee equal to 25% of such Termination Fee
      at the time such Termination Fee is received by the Company.

Geoffrey A. Richards, head of the U.S. Special Situations &
Restructuring Group at Canaccord Genuity Inc., 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.

                       Committee's Objection

Shortly after the Debtors filed the Application, the Committee's
professionals engaged the Debtors' advisors in discussions to
better understand the Application and its impact on the cases
given certain inconsistencies and ambiguities within the
Application.  As of the filing of this Objection, only one issue
remains open to dispute: under the Application, Canaccord's
success fee would include cure costs as if all underlying leases
will be assumed, when that conclusion is far from certain at this
juncture.

The Committee does not object to the retention of Canaccord or the
award of a success fee in connection with an M&A Transaction. The
Committee does, however, object to including contingent cure
obligations in the calculation of Canaccord's success fee.
Although the purchaser of the Debtors' lease designation rights
may agree to assume some or the entire Debtors' cure obligations,
those amounts will only be due and payable if and when leases are
actually assumed and assigned.  Until then, cure amounts are
contingent liabilities that may never be paid in full or at all.
Rather, the cure amounts may ultimately be included in general
unsecured pre-petition claims asserted by landlords.  Unless and
until leases are actually assumed and assigned, the relevant cure
amounts should not be included in the calculation of Canaccord's
success fee.

Canaccord Genuity can be reached at:

       Geoffrey A. Richards
       CANACCORD GENUITY INC.
       350 Madison Avenue
       New York, NY 10017
       Tel: (212) 849-3919
       E-mail: grichards@canaccordgenuity.com

Proposed Counsel to the Official Committee of Unsecured Creditors

         James S. Carr, Esq.
         Robert L. LeHane, Esq.
         Benjamin D. Feder, Esq.
         KELLEY DRYE & WARREN LLP
         101 Park Avenue
         New York, NY 10178
         Tel: 212-808-7800
         Fax: 212-808-7897

                        About Loehmann's

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

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

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

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

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

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

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

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

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

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

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


LONGVIEW POWER: Seeks Mediator in Dispute with Contractors
----------------------------------------------------------
Longview Power, LLC, and its affiliated debtors, asked Judge
Brendan Shannon of the U.S. Bankruptcy Court for the District of
Delaware to appoint Judge Kevin Gross to serve as mediator in the
Debtors' dispute with contractors Foster Wheeler North America
Corporation, Siemens Energy, Inc., and Kvaerner North American
Construction, Inc.

In a letter dated Jan. 12, the Debtors told Judge Shannon that
they continue to believe strongly in the strength of their legal
positions and are prepared to litigate their case against the
Contractions to conclusion.  However, as fiduciaries, the Debtors
believe they must pursue all paths to bring their Chapter 11 cases
to a successful close.

Ray C. Schrock, P.C., Esq., at Kirkland & Ellis LLP, in New York,
as counsel to the Debtors, related that the Debtors took the
liberty to contact Judge Gross to put the pieces for a structured
mediation in place, and Judge Gross is willing to serve as a
mediator should the Court appoint him.

Mr. Schrock also said it is extremely important to have an agreed
mediation structure to give the Debtors the best chance to confirm
their Chapter 11 plan while giving parties ample opportunity to
prepare for the hearing on claims estimation and a contested
confirmation hearing should mediation fail.  Accordingly, the
Debtors would request appointment of a mediator through Feb. 1,
2014, which is shortly after the plan confirmation objection
deadline but sufficiently in advance of both the hearing to
estimate claims which must begin on or prior to Feb. 7, and the
confirmation hearing set for Feb. 10.

                     About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.

Longview in November 2013 filed a bankruptcy-exit plan that will
drop $1 billion in debt from the Debtor's balance sheet and raise
money to cover the cost of fixing the plant.  Under the Plan, the
lenders would share between 85 percent and 90 percent of the
reorganized company's equity, court papers show.  The lenders
providing the bankruptcy loan would get the rest of the equity.


MIRAGE CROSSING: 2 Condo Units to Be Sold at Jan. 23 Auction
------------------------------------------------------------
Units 401 and 402 at the Mirage Crossing Office Condominiums will
be sold at public auction to the highest bidder at the offices of
the Trustee, Ryley Carlock & Applewhite, One North Central Avenue,
12th Floor Lobby, in Phoenix, Arizona 85004, in Maricopa County,
on Jan. 23, 2014, at 10:00 a.m.  The Trustee will sell some or all
of the personal property, fixtures and other collateral described
in the Deed of Trust.

The condo is located at 10585 North 114th Street, Scottsdale,
Arizona 85295.  The Units secure $4,400,000 in debt owed by Mirage
Crossing Office, LLC, to:

         FirstBank
         2525 East Camelback Road, Suite 115
         Phoenix, AZ 85016

The Current Trustee may be reached at:

         W. Scott Jenkins, Jr., Esq.
         RYLEY CARLOCK & APPLEWHITE
         One North Central Avenue, Suite 1200
         Phoenix, AZ 85004
         Tel: Phone 602-258-7701
         E-mail: sjenkins@rcalaw.com


NTELOS INC: Moody's Assigns 'B1' Rating on Sr. Secured Term Loan
----------------------------------------------------------------
Moody's Investors Servicehas assigned a B1 rating to NTELOS Inc.'s
proposed Senior Secured Term Loan B2 due November 2019. The
proceeds from the new term loan, which is expected to raise up to
$148.1 million, will be used to repay the existing term loan A due
August 2015. At the closing of the transaction and assuming the
new term loan is fully financed, Moody's will withdraw the rating
on the existing term loan A. NTELOS's other ratings and stable
outlook remain unchanged.

Moody's has taken the following rating action:

  Issuer: NTELOS Inc.

  Senior Secured Term Loan B2 due November 2019, Assigned B1,
  LGD3 (30%)

Ratings Rationale

NTELOS's B1 Corporate Family Rating ("CFR") reflects the Company's
good liquidity profile and ability to slowly, but steadily, gain
market share despite being a small regional operator in an
industry dominated by national giants. Margin expansion will be
hampered by an increase in smartphone penetration and the regular
upgrade cycle associated with those devices. We also anticipate an
increase in network costs as NTELOS builds capacity to handle
current and projected growth in data usage. Finally, free cash
flow expansion will be constrained by elevated capital spending in
2014 as the Company builds out its 4G LTE network. Consequently,
credit metrics are expected to remain relatively unchanged.

The Company's stable outlook reflects our belief that NTELOS will
continue to slowly grow its retail subscriber count and maintain
its wholesale wireless business at close to current revenue
levels.

A rating upgrade is unlikely in the near term due to NTELOS's
dependence on Sprint Corporation (Ba3 CFR) for a significant part
of its revenue stream and management's intention to use free cash
flow for dividends rather than debt reduction. However, should
NTELOS decrease leverage to below 3.0x (Moody's adjusted) as a
result of a sustainable improvement in operating performance,
ratings could be upgraded.

A deterioration in financial performance which leads to leverage
increasing to 4.5x (Moody's adjusted) or liquidity becoming
strained could pressure the rating. An erosion of market share or
a decline in wholesale revenues from Sprint would be the most
likely drivers of a rating downgrade.


NTELOS INC: S&P Retains 'B' Rating Following $148MM Loan Add-On
---------------------------------------------------------------
Standard & Poor's Ratings Services said the approximately
$148 million upsize to NTELOS Inc.'s term loan B due 2019 does not
affect the 'B' issue rating on the issue.  The recovery rating
remains '4', indicating S&P's expectation for average (30% to 50%)
recovery of principal in the event of a default.

NTELOS Inc. is a subsidiary of Waynesboro, Va.-based regional
wireless carrier NTELOS Holdings Corp. (NTELOS).  Proceeds from
the additional term loan, along with around $3.5 million of cash,
will refinance up to $148 million of the term loan A due 2015.
Ratings on NTELOS, including the 'B' corporate credit rating, are
not affected by the refinancing.  NTELOS reported about
$495 million of debt, essentially all term loans, at Sept. 30,
2013.

The outlook remains developing, reflecting uncertainty as to
whether NTELOS can extend the Strategic Network Alliance agreement
with Sprint beyond July 31, 2015.  This refinancing is a favorable
development since all term loan debt would mature in 2019
(assuming all of term loan A is refinanced), well beyond the
expiration of the current Sprint contract.  However, if that
contract is not renewed with favorable terms or otherwise
replaced, NTELOS's credit measures would weaken materially and
lead to a rating downgrade.  Conversely, if NTELOS is able to
extend the Sprint agreement under terms that provide billable
wholesale revenues that approximate the current effective minimum
Sprint payments of around $9 million per month (about two-thirds
of current Sprint wholesale revenues), S&P would consider a rating
upgrade.

RATINGS LIST

NTELOS Holdings Corp.
NTELOS Inc.
Corporate credit rating                  B/Developing/--

NTELOS Inc.
$498 million term loan B due 2019
Senior Secured                           B
  Recovery Rating                         4


PATIENT SAFETY: Stryker Corp Held 28.2% Equity Stake at Dec. 31
---------------------------------------------------------------
Stryker Corporation filed a Schedule 13D with the U.S. Securities
and Exchange Commission to disclose that as of Dec. 31, 2013, it
beneficially owned 12,540,397 shares of common stock representing
28.2 percent of the shares outstanding of Patient Safety
Technologies, Inc.  A copy of the regulatory filing is available
for free at http://is.gd/d8PsUa

                About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

The Company's balance sheet at Sept. 30, 2013, showed $18.71
million in total assets, $5.56 million in total liabilities and
$13.15 million in stockholders' equity.

Patient Safety incurred a net loss applicable to common
shareholders of $1.91 million for the nine months ended Sept. 30,
2013.  The Company incurred a net loss of $2.20 million in 2012
and a net loss of $1.89 million in 2011.


PERRY ELLIS: Lenders Lower Pricing, Extend Maturity
---------------------------------------------------
Lisa Allen, writing for The Deal, reported that clothing designer
and retailer Perry Ellis International Inc. has taken a step
forward in its turnaround effort, securing an extension to its
senior credit facility that lowers pricing and locks in terms
through 2018.

"This amendment to our existing senior credit facility is a
testament to the confidence our banking partners have in Perry
Ellis International," said vice chairman and COO Oscar Feldenkreis
in a Jan. 13 statement, the report cited.  "The amended senior
credit facility provides us with long-term financing flexibility
as we continue to expand our global footprint, focus on direct
channel growth and increase our market share."

Moody's Investors Service, in giving the Miami-based designer its
B1 corporate family rating a negative outlook, warned on Dec. 20
of its "uncertainty regarding the company's ability to reverse the
deterioration in its operating performance," the report related.

In a phone interview, Moody's analyst Raya Sokolyanska added, "We
are not concerned about Perry's liquidity at this point. Our focus
is on the company's ability to reverse the negative operating
trends," the report said.

The amendment senior lenders Wells Fargo Bank NA and Bank of
America NA are providing is certainly a positive step, the report
further related.  Those lenders extended the maturity on the
company's senior credit facility to Dec. 1, 2018, from Dec. 2,
2016.

Perry Ellis International, Inc. ("Perry"), headquartered in Miami,
Florida, designs, distributes and licenses apparel and accessories
for men and women. The company owns or licenses a portfolio of
brands, including Perry Ellis(R), Rafaella(R), Laundry by Shelli
Segal(R), Callaway(R) Golf, Original Penguin(R), Cubavera(R), and
Nike(R) Swim. The company also operates roughly 70 owned stores.
Revenues for the twelve months ended November 2, 2013 were
approximately $954 million.


PERSONAL COMMUNICATIONS: Targeting March Liquidating Plan Hearing
-----------------------------------------------------------------
Personal Communications Devices LLC will seek approval of the
disclosure statement explaining its Chapter 11 plan at a hearing
on Jan. 27 at 11:00 a.m. (Eastern Time).  Objections are due Jan.
21 at 5:00 p.m.

The Debtor wants to proceed with the plan approval process under
this timeline:

         Date                  Event
         ----                  -----
     Jan. 21, 2014     Disclosure Statement Objection Deadline

     Jan. 27, 2014     Disclosure Statement Hearing

     Jan. 27, 2014     Voting Record Date

     The later of
     Feb. 3, 2014 or
     the date that
     is 5 days after
     the entry of
     the Solicitation
     Procedures Order  Solicitation Mailing Deadline

     Feb. 14, 2014     Deadline for Debtors to Object to Claims
                       For Voting Purposes

     Feb. 24, 2014     Deadline for Filing Rule 3018(a) Motion

     Mar. 3, 2014      Voting Deadline

     Mar. 3, 2014      Confirmation Objection Deadline

     Mar. 10, 2014     Confirmation Hearing

PCD, which sold its business in mid-October to competitor Quality
One Wireless LLC for $105 million, has a liquidating plan that
provides for the creation of a liquidating trust that will
administer, liquidate and distribute all remaining property of the
Debtors, including certain causes of action.

The sale fully paid off $105 million in secured debt either in
cash or from the buyer giving second-lien creditors a note for the
debt.

Under the Plan, unsecured creditors will receive pro rata share of
proceeds remaining after payment of allowed administrative,
allowed priority and allowed miscellaneous secured claims.  The
disclosure statement contains blank spaces with respect to the
estimated recovery for unsecured creditors.

Holders of equity interests won't receive anything.

A copy of the Disclosure Statement dated Dec. 24, 2013 is
available for free at:

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

                             About PCD

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y.  The Debtor disclosed $247,952,684 in
assets and $284,985,134 in liabilities as of the Chapter 11
filing.

PCD -- http://www.pcdphones.com-- was in the business of
providing carriers and manufacturers an array of product life
cycle management services that includes planning and development;
inventory; technical testing; quality control; forward and reverse
logistics; sell-in and sell-thru, marketing & warranty support.

PCD sold its assets to Quality One Wireless LLC for $105 million
in October 2013.  The bankruptcy auction was cancelled as no
competing offers were submitted.

Bankruptcy Judge Alan S. Trust oversees the case.  Attorneys at
Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as
counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC, is the
claims and notice agent.  BG Strategic Advisors, LLC, is the
financial advisor.  Richter Consulting, Inc., is the investment
banker.

Q1W is advised by Raymond James and Associates, Inc. and Munsch
Hardt Kopf & Harr, P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.  The Committee retained FTI
Consulting, Inc., as financial advisor, and Perkins Coie LLP as
counsel.


PHOENIX COMPANIES: Moody's Withdraws 'Caa1' Senior Debt Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of The Phoenix
Companies, Inc. (Phoenix; NYSE: PNX), including the Caa1 senior
debt rating of Phoenix and the Ba2 insurance financial strength
(IFS) rating of the company's life insurance subsidiaries, led by
Phoenix Life Insurance Company and the B1 (hyb) debt rating of
Phoenix Life's surplus notes.

Ratings Rationale

Moody's has withdrawn the ratings because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the ratings.

Phoenix has been unable to file GAAP financial statements since
the second quarter of 2012 due to a need to restate its GAAP
financial statements for the years ended 2011, 2010, and 2009 and
quarterly statements during 2011 and the first and second quarters
of 2012.

The following ratings have been withdrawn:

The Phoenix Companies, Inc. -- senior unsecured debt rating at
Caa1;

Phoenix Life Insurance Company -- insurance financial strength
rating at Ba2, surplus note rating at B1 (hyb);

PHL Variable Insurance Company -- insurance financial strength
rating at Ba2.

The Phoenix Companies, Inc. provides life insurance and annuity
products through third-party distributors, supported by
wholesalers and financial planning specialists employed by
Phoenix. The primary operating subsidiary of Phoenix is Phoenix
Life Insurance Company.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.



PICCADILLY RESTAURANTS: Atalaya & Yucaipa Spar at Plan Hearing
--------------------------------------------------------------
Yucaipa Corporate Initiatives Fund I, L.P., last week filed
documents opposing confirmation of the First Amended Joint Chapter
11 Plan of Reorganization for Piccadilly Restaurants, LLC, et al.,
alleging that its equity interests in the Debtors are "in the
money" and cannot be extinguished pursuant to the Plan.

The Plan is being proposed by Atalaya Administrative LLC and
related entities -- the Debtors' pre-bankruptcy secured lenders --
and the Official Committee of Unsecured Creditors.

The Court scheduled hearings on Jan. 13 and 14, 2014, to consider
confirmation of the Plan.  As of Jan. 15, the judge has not issued
an order.

"Piccadilly has significant equity value.  Yet the Plan provides
no recovery to equity holders.  Instead, Atalaya has awarded
itself a windfall -- it will convert $9 million of debt in
exchange for equity worth at least $19 million.  Atalaya also
seeks to lock in its inflated secured claim under the Plan,
layering $5 million in unwarranted interest, fees and letter of
credit obligations on top of its actual claim.  In sum, the Plan
violates Bankruptcy Code section 1129(b) and is unconfirmable
because Piccadilly's equity has value, but the Plan provides
equity holders nothing while Atalaya's recovery under the Plan
vastly exceeds its actual secured claim," Yucaipa said in a Jan. 6
filing.

According to Yucaipa, Piccadilly's enterprise value is between $48
million to $59 million with a midpoint of $54 million.  Yucaipa
said that its valuation analysis is the only expert report that
relies on the financial projections generated by the Debtors and
their professionals.

In a Jan. 13 filing, Atalaya, however, claims that the valuation
report -- prepared by Imperial Capital, for Yucaipa's benefit --
"relies on stale, outdated financial projections and is replete
with mathematical and methodological errors."

Atalaya says it has recently discovered Imperial Capital agreed to
furnish the valuation report to Yucaipa in exchange for a
contingent fee, instead of a set fee (as is customary for
valuation experts).  Atalaya notes that courts around the nation
have consistently held that the views of valuation experts engaged
pursuant to contingent compensation arrangements are highly
suspect, generally discrediting the views of such "contingent fee"
experts.

Atalaya asserts that the Court should give little to no weight to
Imperial Capital's valuation analysis.

Another party, The Merchants Company, filed a confirmation
objection, noting that it received a ballot saying that it holds a
$4.18 million claim.  However, it tells the Court that pursuant to
the critical vendor order, all unsecured claims of Merchant have
been satisfied, and any remaining claims are administrative claims
which are to be paid in full in cash on the effective date of the
Plan.

                       The Chapter 11 Plan

Atalaya and the Committee's Chapter 11 plan proposes to convert
$9 million of secured debt to Atalaya for 100% of the equity of
the reorganized Debtor, with the remaining $19 million secured
claim to be paid off with a term note.  Unsecured creditors with
claims of $4.5 million to $7 million are impaired although they
are estimated to recover approximately 100%, with payment from
$1 million allocated by the Plan Proponents plus proceeds from a
$4,750,000 note.  Yucaipa, the 100% owner, will be wiped out.

A copy of the Disclosure Statement dated Nov. 13, 2013, is
available for free at:

    http://bankrupt.com/misc/Piccadilly_DS_111313.pdf

A copy of Yucaipa's plan confirmation objection is available for
free at:

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

A copy of Atalaya's supplemental memorandum of law in support of
confirmation is available for free at:

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

Atalaya is represented by:

         HOLLAND & KNIGHT LLP
         Robert W. Jones, Esq.
         Brent R. McIlwain, Esq.
         300 Crescent Court, Suite 1100
         Dallas, TX 75201-8001
         Tel: 214-964-9500
         Fax: 214-964-9501

               - and -

         David F. Waguespack, T.A., Esq.
         CARVER, DARDEN, KORETZKY, TESSIER, FINN, BLOSSMAN &
           AREAUX, L. L. C.
         1100 Poydras Street, Suite 3100
         New Orleans, LA 70163
         Tel: (504) 585-3800
         Fax: (504) 585-3801

Yucaipa is represented by:

         HELLER, DRAPER, PATRICK & HORN, LLC
         650 Poydras Street, Suite 2500
         New Orleans, LA 70130
         Tristan Manthey, Esq.
         E-mail: tmanthey@hellerdraper.com

               - and -

         MUNGER, TOLLES & OLSON, LLP
         355 South Grand Avenue
         Los Angeles, CA 90071
         Thomas Walper, Esq.
         Daniel J. Harris, Esq.
         E-mail: thomas.walper@mto.com
                 Daniel.harris@mto.com

Merchants is represented by:

         BUTLER SNOW LLP
         Stephen W. Rosenblatt, Esq.
         Christopher R. Maddux, Esq.
         1020 Highland Colony Parkway, Suite 1400
         Ridgeland, MS 39157
         Tel: (601) 985-4504
         E-mail: steve.rosenblatt@butlersnow.com
                 Chris.maddux@butlersnow.com

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fla. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A., represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Attorneys at
Jones, Walker. Waechter, Poitevent, Carrere & Denegre, LLP,
represent the Debtors in their restructuring efforts.  BMC Group,
Inc., serves as claims agent, noticing agent and balloting agent.
In its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

Jeffrey L. Cornish serves as the Debtors' consultant.
Postlethwaite & Netterville, PAC, serve as their independent
auditors, accountants and tax consultants.  GA Keen Realty
Advisors, LLC, serve as the Debtors' special real estate advisors
while FTI Consulting, Inc., as their financial consultants.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  The Committee sought
and obtained Court approval to employ Frederick L. Bunol, Esq.,
and Albert J. Derbes, IV, Esq., of Derbes Law Firm, LLC., as
attorneys.  Greenberg Traurig LLP also serves as counsel for the
Committee while Protiviti Inc. serves as financial advisor.


PROMETHEUS HEALTH: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Prometheus Health Imaging, Inc.
        602 W. Chapman, Suite B
        Placentia, CA 92870

Case No.: 14-10250

Chapter 11 Petition Date: January 14, 2014

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Catherine E. Bauer

Debtor's Counsel: Alan F Broidy, Esq.
                  LAW OFFICES OF ALAN F. BROIDY, APC
                  1925 Century Park E 17th Fl
                  Los Angeles, CA 90067
                  Tel: 310-286-6601
                  Fax: 310-286-6610
                  E-mail: alan@broidylaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Wendee Luke, president.

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


PUBLIC LEDGER: Historic Building Goes Into Receivership
-------------------------------------------------------
Natalie Kostelni at the Philadelphia Business Journal reports that
Public Ledger, an office building overlooking Independence Mall in
Philadelphia, is in receivership.

Newmark Grubb Knight Frank is in line to become the receiver of
the property, according to people familiar with the situation.
The report relates that the special servicer is LNR Partners and a
$42.5 million loan remains outstanding on the building.

The report recalls that Local real estate investor Joe Grasso and
a fund managed by Citi Property Investors originally bought the
building in 2006 for $43 million.  Then, a fund involving Apollo
Global Real Estate had control of the property and has
subsequently decided to relinquish control of it, the report
notes.

The 12-story, 466,000-square-foot building at Sixth and Chestnut
streets is about 11 percent vacant and had been appraised in 2013
for around $38 million, or about $80 a square foot.  It is leased
to a lot of small tenants and the General Services Administration
serves as its anchor with about 120,000 square feet.  It's listed
on the National Register as a historic property and was last
renovated in 1991.


QUAIL RUN COMPANY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Quail Run Company, Inc.
        381 Standard Lane
        Springfield, GA 31329

Case No.: 14-40082

Chapter 11 Petition Date: January 14, 2014

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: Michael J. Hall, Esq.
                  HALL LAW GROUP, PC
                  2036 Highway 21 South
                  Springfield, GA 31329
                  Tel: 912-754-7078
                  Fax: 912-754-7173
                  E-mail: mhall@hlg-pc.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Warren E. Ratchford as CEO.

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


QUEEN CREEK CAFE: Real Property to Be Sold at Jan. 23 Auction
-------------------------------------------------------------
Real property of Queen Creek Cafe, LLC, will be sold at public
auction to the highest bidder at the main entrance of the Superior
Court Building, 201 West Jefferson, Phoenix, AZ 85003 on Jan. 23,
2014, at 12:30 p.m.

The real property is located at 22002 S. Ellsworth Rd., Queen
Creek, AZ 85242.  It secures debt in the original principal
balance of $583,500 owed to Union Bank, N.A., successor by merger
to Santa Barbara Bank & Trust, N.A., formerly known as Pacific
Capital Bank, N.A., in San Diego, California.

The Trustee, a real estate broker, is:

         Matthew Kelley
         Sale Officer
         MTC Financial Inc.
         dba Trustee Corps
         17100 Gillette Ave.
         Irvine, CA 92614
         Tel: 949-252-8300

Sale information can be obtained online at
http://www.priorityposting.com/


REALOGY GROUP: S&P Raises CCR to 'BB-' in Improving Performance
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Realogy Group LLC to 'BB-' from 'B+'.  The outlook is
stable.

At the same time, S&P raised all issue-level ratings on the
company's debt by one notch, in accordance with its notching
criteria.  The recovery ratings on this debt remain unchanged.

"The one notch upgrade in the corporate credit rating to 'BB-'
reflects an increase in our expectation for operating performance
at Realogy in 2013 and 2014," said Standard & Poor's credit
analyst Carissa Schreck.

The U.S. residential housing market is experiencing a strong and
sustained recovery in terms of existing home sales and home prices
as a result of a moderately improving economy, historically low
mortgage rates, limited inventory of existing homes for sale
through much of 2013, and still-good home affordability.  In the
nine months ended September 2013, Realogy's franchising business
increased transactions sides (a measure of existing home sale
volume) by 12% and prices by 10%.  The company's owned brokerage
business increased transaction sides by 12% and prices by 7%.

Based on this trend and S&P's current U.S. economic forecast, it
expects Realogy's EBITDA (including distributions from the
company's 50% joint venture with PHH Loans) likely increased by
about 40% in 2013 and will increase in the high single digits in
2014.  As a result of this anticipated profitability improvement,
S&P expects that total lease-adjusted debt to EBITDA will improve
to the high-4x area in 2013 and to the low-4x area in 2014, and
funds from operations (FFO) to total adjusted debt will improve to
the mid-teens percentage area in 2013 and to the high-teens
percentage area in 2014.  These expected reductions in leverage
are in line with an improved "aggressive" financial risk
assessment.  Furthermore, S&P believes that Realogy's EBITDA
coverage of interest will improve to about 4x in 2014, which is
good for the aggressive assessment.  Given S&P's assessment of the
company's business risk profile as "fair," it believes these
credit measures are in line with a one notch higher 'BB-'
corporate credit rating on Realogy, according to S&P's criteria.

S&P's assessment of the company's business risk profile as fair is
based on Realogy's strong residential real estate brokerage
brands, including CENTURY 21, Coldwell Banker, The Corcoran Group,
ERA, Better Homes and Gardens Real Estate, and Sotheby's
International Realty; good market position; and geographic
diversity.  These strengths are partly offset by a high level of
revenue and EBITDA volatility over the economic cycle.


RESIDENTIAL CAPITAL: $1.135MM Deal Resolving 4 Class Suits Okayed
-----------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York approved on Jan. 8 four settlement agreements
related to certain borrower putative class action litigations
pending against Residential Capital, LLC, and its debtor
affiliates.

According to court papers filed by the Debtors, plaintiffs in the
putative borrower class actions filed claims in the aggregate
amount of approximately $247 million against the Debtors on behalf
of themselves and the putative classes.  These Borrower Class
Action Claims, the Debtors said, represented the largest potential
exposure for the Debtors from among the Borrower Claims.  Through
the settlement agreements, the Debtors resolve the claims for
aggregate cash payments of $1.135 million.

Debtor GMAC Mortgage, LLC, is authorized to make a one-time cash
payment of $30,000 to the plaintiffs in the putative class action
styled as Cronk v. GMAC Mortgage, LLC, No. 2:11-cv-5161 (E.D.
Pa.), and a one-time cash payment of $95,000 to Cronk's counsel.

GMACM is authorized to make a one-time cash payment of $30,000 to
the plaintiffs in the putative class action styled Throm v. GMAC
Mortgage, LLC, Case No. 2:11-cv-06813 (E.D. Pa.) and and a one-
time cash payment of $95,000 to Throm's counsel.

Debtors GMACM and Homecomings Financial, LLC, are authorized to
deliver the sum of $285,000 to counsel for GMACM and Homecomings,
as escrow agent, to be held for further disbursement in accordance
with the terms of the settlement entered with the plaintiffs in
the putative class actions styled Alan Gardner, et al. v. GMAC
Mortgage, LLC, Case No. 10-2-36902-3 SEA, and Tiffany Smith, et
al. v. Homecomings Financial, LLC, Case No. 11-2-10126-6 SEA.

Debtor Residential Funding Company, LLC, or its successor in
interest under the Chapter 11 Plan, is authorized to make a one-
time cash payment of $600,000 to the plaintiffs and their counsel
in the putative class action styled Timothy R. Peel, et al. v.
BrooksAmerica Mortgage Corporation., et al., Case No. 8:11-cv-
00079-JST-RNB.

Upon the Debtors' payment of the one-time cash payments, Cronk,
Throm, Gardner, Smith and the Peel Plaintiffs are directed to take
any and all steps necessary to dismiss the actions.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


RIH ACQUISITIONS: Can Employ Imperial as Financial Advisor
----------------------------------------------------------
RIH Acquisitions NJ, LLC, d/b/a The Atlantic Club Casino Hotel,
and RIH Propco NJ, LLC, sought and obtained authority from the
U.S. Bankruptcy Court for the District of New Jersey to employ
Imperial Capital, LLC, as financial advisor and investment banker.

Imperial will be paid the following fees and expenses in respect
of its services:

   -- a financial advisory fee of $100,000 per month;

   -- a transaction fee of $600,000 upon confirmation of a plan of
      reorganization;

   -- a transaction fee equal to the greater of $600,000 or 2.5%
      of Transaction Consideration received in a merger and
      acquisition transaction; and

   -- a transaction fee payable out of the proceeds of a financing
      equal to 2.5% of the face amount of any debt sold or
      arranged as part of the Financing.

Pursuant to the engagement letter between the Debtors and
Imperial, Imperial may be entitled to earn either a Restructuring
Fee or an M&A Transaction Fee, but not both.  The Debtors agree to
reimburse Imperial for all reasonable out-of-pocket expenses
incurred.

Steven Cramer, a managing director of Imperial Capital, LLC,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.  Mr. Cramer discloses that prior to the Petition Date,
the Debtors paid Imperial: (a) a retainer of $100,000, (b)
$200,000 in Monthly Advisory Fees and (c) a deposit of $13,000
against reimbursable expenses.  For the 12-month period prior to
the Petition Date, Imperial has been paid a total of $683,871 in
fees and $16,129 for reimbursable expenses.  In addition, Imperial
maintains $25,000 of unused deposits against reimbursable
expenses.

                       About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in
Camden, New Jersey, to sell the property in the near term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.

Financing for the Chapter 11 reorganization is being provided by
Northlight Financial LLC.

An official committee of unsecured creditors appointed in the case
is represented by Morton R. Branzburg, Esq., Carol Ann Slocum,
Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey
Branzburg LLP.  The Committee hired PricewaterhouseCoopers, LLC,
as financial advisor.

RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and
$16,813,022 in total liabilities.

On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of
Atlantic Club Casino Hotel's casino property and fixtures to
Caesars Entertainment Corp. for $15 million; and the slot machines
and other gambling equipment to Tropicana Entertainment Inc. for
$8.4 million.


RIH ACQUISITIONS: Taps Mercer as Compensation Consultant
--------------------------------------------------------
RIH Acquisitions NJ, LLC, d/b/a The Atlantic Club Casino Hotel,
and RIH Propco NJ, LLC, sought and obtained authority from the
U.S. Bankruptcy Court for the District of New Jersey to employ
Mercer (US) Inc. as compensation consultant.

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

   (a) familiarize itself with the Debtors and their current
       restructuring plans, current compensation arrangements, and
       potential risks of a disengaged leadership team.

   (b) present information on incentive plans prevalent in
       organizations being sold in 363 sales using data from
       Mercer's proprietary databases, including elements like:
       (a) aggregate costs; (b) performance metrics; (c) payout
       timing; and (d) eligibility.

   (c) conduct a working session with officers of the Debtors,
       present market practices, and discuss plan design
       alternatives.  Following the working session, Mercer will
       document the plan design in a presentation.

The Debtors will pay Mercer for its services on an hourly basis
under the following rate structure:

   a. Research                     $50 to $150
   b. Analyst                     $150 to $300
   c. Associate                   $250 to $400
   d. Senior Associate            $350 to $550
   e. Principal                   $500 to $700
   f. Partner                     $700 to $950

The Fee Structure further contemplates reimbursement of Mercer's
actual and reasonable out-of-pocket expenses, including reasonable
attorneys' fees.

John Dempsey, a partner at Mercer (US) Inc., assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.  Mr.
Dempsey discloses that prior to the Petition Date, the Debtors
paid Mercer a $25,000 retainer.

                         About RIH Acquisitions

                       About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in
Camden, New Jersey, to sell the property in the near term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.

Financing for the Chapter 11 reorganization is being provided by
Northlight Financial LLC.

An official committee of unsecured creditors appointed in the case
is represented by Morton R. Branzburg, Esq., Carol Ann Slocum,
Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey
Branzburg LLP.  The Committee hired PricewaterhouseCoopers, LLC,
as financial advisor.

RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and
$16,813,022 in total liabilities.

On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of
Atlantic Club Casino Hotel's casino property and fixtures to
Caesars Entertainment Corp. for $15 million; and the slot machines
and other gambling equipment to Tropicana Entertainment Inc. for
$8.4 million.


RIH ACQUISITIONS: Can Employ Willkie Farr as Corporate Counsel
--------------------------------------------------------------
RIH Acquisitions NJ, LLC, d/b/a The Atlantic Club Casino Hotel,
and RIH Propco NJ, LLC, sought and obtained authority from the
U.S. Bankruptcy Court for the District of New Jersey to employ
Willkie Farr & Gallagher LLP as special corporate counsel to,
among other things, represent the Debtors in connection with their
debtor-in-possession financing and the pursuit of a sale of their
business, assets or equity.

The WF&G attorneys who are likely to represent the Debtors in
their Chapter 11 cases have current standard hourly rates ranging
between $440 and $1,100.  The paralegals, law clerks and other
administrative professionals that likely will assist the attorneys
who will represent the Debtors have current standard hourly rates
ranging between $130 and $380.  WF&G will charge to the Debtors
all of its reasonable out-of-pocket expenses.

Paul V. Shalhoub, Esq., a member of Willkie Farr & Gallagher LLP,
in New York, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.  Mr. Shalhoub discloses that in
the 90 days prior to the Petition Date, WF&G received retainers
and payments from RIH Acquisitions totaling $450,000.  During this
period, WF&G also received payments from Resorts International
Holdings, LLC, the non-debtor parent of RIH Acquisitions, totaling
$175,000 for services performed for the Debtors.  WF&G currently
holds $200,000 received from RIH Acquisitions as a retainer, and
has applied the payments for services.  As of the Petition Date,
WF&G maintained a claim against the Debtors in the amount of
$539,407 for unpaid legal services.

                       About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in
Camden, New Jersey, to sell the property in the near term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.

Financing for the Chapter 11 reorganization is being provided by
Northlight Financial LLC.

An official committee of unsecured creditors appointed in the case
is represented by Morton R. Branzburg, Esq., Carol Ann Slocum,
Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey
Branzburg LLP.  The Committee hired PricewaterhouseCoopers, LLC,
as financial advisor.

RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and
$16,813,022 in total liabilities.

On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of
Atlantic Club Casino Hotel's casino property and fixtures to
Caesars Entertainment Corp. for $15 million; and the slot machines
and other gambling equipment to Tropicana Entertainment Inc. for
$8.4 million.


SALON DOMINICANO: Files for Chapter 7 Liquidation
-------------------------------------------------
The Orlando Sentinel reports that Salon Dominicano & Associates
Corp., located in 2102 Meadowmouse St., Orlando, filed for
liquidation under Chapter 7 of the Bankruptcy Code.  It filed on
Jan. 7, 2014.  The company has assets of $421,421 and liabilities
of $613,500.  The meeting of creditors is set for Feb. 5.


SANDY CREEK: S&P Assigns 'BB-' Rating to $1.025-Bil. Term Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
rating and '1' recovery rating to Sandy Creek Energy Associates
L.P.'s (SCEA) $1.025 billion first-lien senior secured facility.
The outlook is stable.

SCEA represents 604 megawatts (MW; 64%) of the 945 MW Sandy Creek
coal plant in Riesel, Texas.  Of the 604 MW, 259 MW is under
30-year power purchase agreements (PPA) with creditworthy Texas
wholesale power providers Brazos Electric Power Cooperative Inc.
(155 MW or 26%) and the Lower Colorado River Authority (LCRA; 104
MW or 17%).  The remaining 345 MW is partly hedged through 2015
under short-term agreements.

Without the Brazos and LCRA contracts, S&P would likely rate SCEA
in the 'B'/'B-' range.  The PPAs account for about 43% (or about
$71 million of average annual revenues) of SCEA's cash flow and
allow the project to pass through actual fixed and variable
operating and maintenance costs, fixed fuel expenses, and emission
allowance expenses.  The contracts either provide pass through of
actual coal costs or reimburses the project for coal at a heat
rate that is higher than what is guaranteed (and tested) under the
engineering, procurement, and construction contract.

"The stable outlook reflects our expectation of base case average
and minimum debt service coverage ratios of 1.9x and 1.5x,
respectively," said Standard & Poor's credit analyst Aneesh
Prabhu.

S&P could change the outlook to negative or lower ratings if
environmental-compliance costs are higher than its estimates, or
if market dynamics in ERCOT deteriorate, resulting in DSCRs
declining below 1.65x.  An upgrade will require DSCRs over 2.25x
on a sustained basis.


SCIENTIFIC LEARNING: Nantahala Capital Held 19% Stake at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Nantahala Capital Management, LLC, disclosed
that as of Dec. 31, 2013, it beneficially owned 4,813,249 shares
of common stock of Scientific Learning Corporation representing
19.02 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/TYTPwk

                  About Scientific Learning Corp

Scientific Learning is an education company.  The Company
accelerates learning by applying proven research on how the brain
learns in online and on-premise software solutions.  The Company
provides its learning solutions primarily to United States K-12
schools in traditional brick-and-mortar, virtual or blended
learning settings and also to parents and learning centers, in
more than 40 countries around the world.  The Company's sales are
concentrated in K-12 schools in the U.S., which in during the year
ended December 31, 2011 were estimated to total over 116,000
schools serving approximately 55 million students in almost 14,000
school districts. During the year ended Dec. 31, 2011, the K-12
sector accounted for 87 percent of the sales of the Company.

The Company reported a net loss of $9.65 million in 2012, as
compared with a net loss of $6.47 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $13.24 million in total
assets, $19.82 million in total liabilities and a $6.57 million
net capital deficiency.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young, LLP, in San Jose,
Cal., expressed substantial doubt Scienfic Learning's ability to
continue as a going concern, citing the Company's recurring losses
from operations, deficiency in working capital and its need to
raise additional capital.


SOUTH FLORIDA SOD: Exclusive Solicitation Period Extended
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended South Florida SOD, Inc.'s exclusive period to solicit
acceptances for the liquidation plan until the confirmation
hearing.

Previously, George D. Warthen Bank requested that the Court deny
the Debtor's request to extend its solicitation period until
April 7, 2014.

The Debtor has proposed a liquidation plan, wherein its proposes
to sell one asset, which the Debtor contends will pay all of its
administrative expenses and creditors in full.

The Bank asserts the Debtor's plan does not require exclusivity to
prosecute -- in fact, the plan would work just as well in a
Chapter 7 proceeding.

On Nov. 12, 2013, the Debtor filed its Amended Disclosure
Statement, and an Amended Plan of Reorganization followed by the
filing of an Amendment to the Amended Plan on Dec. 4.

On Nov. 14, the Court entered its Order conditionally approving
disclosure statement and scheduling hearing on disclosure
statement and confirmation of Plan.

As reported in the Troubled Company Reporter on Oct. 17, 2013,
the Plan contemplates the Debtor will sell at auction the McCall
Ranch Property and continue to operate the business in the
ordinary course.  The auction is to take place before Plan
confirmation so that the Debtor will have sufficient funds to pay
most, if not all, of its creditors.

                      About South Florida Sod

South Florida Sod Inc., a sod farmer, owns multiple parcels of
rural real estate in Florida, Georgia, Michigan and Montana.  The
Debtor uses these parcels in its sod, hay, cattle, timber,
stumping and hunting operations.

The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 13-08466) on July 9, 2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Latham Shuker Eden & Beaudine, LLP, originally represented the
Debtor as counsel.  Latham Shuker was later replaced by Frank M.
Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.  Jonathan
Stidham, Esq., at Stidham & Stidham, P.A., serves as special
counsel to the Debtor.

South Florida Sod also tapped Daniel Dempsey as its financial
advisor.  Wallace T. Long, Jr., CPA and Lynch, Johnson & Long,
CPA, serve as accountants.

Orange Hammock Ranch, LLC, principal secured creditor, is
represented by Brian A. McDowell, Esq., at Holland & Knight LLP.


SOUTH FLORIDA SOD: U.S. Trustee Balks as Approval of Plan Outline
-----------------------------------------------------------------
The U.S. Trustee for the Middle District of Florida objected to
the approval of the Disclosure Statement explaining South Florida
SOD, Inc.'s Amended Plan of Reorganization dated Dec. 4, 2013.

The U.S. Trustee asserted that the Amended Disclosure Statement
failed to provide a liquidation analysis, which is critical in
order to provide creditors with adequate information regarding the
value of assets available for liquidation in the event the
proceeds from the McCall Ranch auction scheduled for Feb. 13,
2014, fail to satisfy the claims of all creditors.

According to the U.S. Trustee, the Amended Disclosure Statement
also failed to indicate an estimated amount necessary to pay
administrative costs and all classes contemplated in the Plan from
the proceeds of the McCall Ranch auction.

                             The Plan

On Nov. 14, 2013, the Court entered its order conditionally
approving disclosure statement.

According to the Amended Disclosure Statement, the Debtor intends
to sell at auction, free and clear of claims and interests, the
McCall Ranch Property.  The Debtor intends that the auction will
take place after the confirmation of the Plan.  By doing so, the
Debtor believes that sufficient funds will be received to pay
most, if not all, of its creditors.  If the proceeds of the sale
do not pay all of the claims in full, the Debtor will select
another property to be sold.  This will be repeated until either
all of the property is sold or the debts are paid in full.

The Debtor also intends to sell its interest in the Little
Ockmulgee Property at auction prior to confirmation.  George D.
Warthen Bank has agreed that to the extent there are not
sufficient funds to pay its claim in full, any remaining balance
will be discharged, and any claims against the guarantors
released.

A copy of the Amended Disclosure Statement and Amendment to Plan
are available for free at:

     http://bankrupt.com/misc/SOUTHFLORIDASODamendedds.pdf
     http://bankrupt.com/misc/SOUTHFLORIDASODamendmenttoplan.pdf

The Troubled Company Reporter on Oct. 17, 2013, reported on the
Disclosure Statement dated Oct. 7, 2013.  The Plan designates 3
Unimpaired Claims -- Class 1 Allowed Other Secured Claims, Class
II Allowed Non-Tax Priority Claims, and Class III Allowed Secured
Claim of Ford Motor Credit Company, LLC.

It also designates 15 Impaired Claims:

* Class IV Allowed Secured Claim of Ascot Capital LLC-3.
* Class V Allowed Secured Claim of ATCFII Florida-A LLC
* Class VI Allowed Secured Claim of TLGFY, LLC
* Class VII Allowed Secured Claim of Chippewa Co. Tax Collector
* Class VIII Allowed Sec. Claim of Highlands County Tax Collector
* Class IX Allowed Secured Claim of Garfield County Treasurer
* Class X Allowed Secured Claim of George D. Warthern Bank
* Class XI Allowed Secured Claim of Great Oak Pool 1, LLC
* Class XII Allowed Secured Claim of Orange Hammock Ranch, LLC
* Class XIII Allowed Sec. Claim of Wauchula State Bank for Lake
   Rosalie and Farm 2
* Class XIV Allowed Sec. Claim of Wauchula State Bank for Farm 1
* Class XV Sec. Postpetition Admin. Claim of Wauchula State Bank
* Class XVI Allowed Unsecured Claims of Affiliates
* Class XVII Allowed Unsecured Claims
* Class XVIII Allowed Interest

Most of the Allowed Claims for Classes IV to XV will be paid from
the proceeds of the sale of the McCall Ranch or from proceeds of
the sale of assets they have a lien on.

Class XVI Claims will receive nothing, while Class XVII Claims
will also be paid from proceeds of the sale of the McCall Ranch.

Class XVIII Interests of Wiley T. McCall will be retained under
the Plan.

                     About South Florida Sod

South Florida Sod Inc., a sod farmer, owns multiple parcels of
rural real estate in Florida, Georgia, Michigan and Montana.  The
Debtor uses these parcels in its sod, hay, cattle, timber,
stumping and hunting operations.

The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 13-08466) on July 9, 2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Latham Shuker Eden & Beaudine, LLP, originally represented the
Debtor as counsel.  Latham Shuker was later replaced by Frank M.
Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.  Jonathan
Stidham, Esq., at Stidham & Stidham, P.A., serves as special
counsel to the Debtor.

South Florida Sod also tapped Daniel Dempsey as its financial
advisor.  Wallace T. Long, Jr., CPA and Lynch, Johnson & Long,
CPA, serve as accountants.

Orange Hammock Ranch, LLC, principal secured creditor, is
represented by Brian A. McDowell, Esq., at Holland & Knight LLP.


SOUTH FLORIDA SOD: Hires NAG as Real Estate Broker
--------------------------------------------------
South Florida Sod, Inc. sought and obtained authorization from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
National Auction Group, Inc., as auctioneer and real estate broker
to sell property of the estate.

NAG's Commission Structure:

   (a) Property Sold Other Than at Auction.  If the Property sells
       at any time during the duration of this Agreement, NAG will
       be paid a commission equal to: 3% of the Actual Contract
       Price paid by the Buyer at Closing, unless a commission
       would also be due at sale to a registered real estate
       broker, not affiliated with NAG, in which case the
       commission will be 4% of the Actual Contract Price.  Seller
       acknowledges that in the event the Property sells other
       than at auction, and a commission is otherwise due to NAG
       hereunder, the Actual Contract Price will not include a
       Buyer's Premium, as described below, and the commission
       shall be due from proceeds otherwise payable to Seller.
       Notwithstanding the foregoing, no commission shall be
       payable if the Property is sold to Orange Hammock Ranch LLC
       ("OHR") through its credit bid or other than at auction to
       any party listed on Attachment A to this Agreement.

   (b) Property Sold at Auction. If the Property sells at auction:
       (i) a 10% Buyer's Premium (the "Buyer's Premium") shall be
       included in The Actual Contract Price as part of the
       auction process, and (ii) Seller shall pay NAG a commission
       equal to 6.5% of The Actual Contract Price at Closing of
       the auction sale.

   (c) Buyer's Premium at Auction Explained. In the event that the
       Property is auctioned, the Buyer's Premium will be
       automatically added to the high bid price of the Buyers
       purchasing the Property at the Auction Sale.  This fee will
       be explained in the auction rules distributed to all
       bidders and will be automatically added to the high bid.
       The Actual Contract Price is the High Bid Price plus the
       Buyer's Premium.  This Buyer's Premium will be paid to
       Seller as part of the Actual Contract Price.

   (d) NAG is entitled to the full commission stated herein if
       Seller sells, leases, trades, or otherwise disposes of all
       or any part of the Property 6 months following the end of
       the Sole and Exclusive Listing Period to a "NAG prospect."
       A NAG prospect is any person, firm, or entity that toured
       the Property during the showing period or was a registered
       bidder during the Auction. "NAG prospects" will be included
       in a list to be provided to the Seller by NAG within 30
       days after the expiration of the Sole and Exclusive Listing
       Period.

   (e) Whether the closing of a Sales Agreement is the result of a
       sale at the auction or a private sale, Seller further
       agrees to pay to NAG the amount of the commission stated
       herein if the closing of a Sales Agreement is prevented by
       existing liens, judgments, or suits pending against the
       property or if Seller is unwilling to close same after
       having agreed in writing to such a sale.  In the event that
       NAG is obliged to incur any expenses to collect its
       commission, Seller agrees that the cost of collection will
       be added to the commission and will be paid by the Seller.

   (f) Seller agrees to engage D&B Investments, LLC, to do
       auction day contracting and to coordinate all closing
       services.  The Escrow Agent must compensate D&B
       Investments, out of each closing.  Escrow Agent must
       include on each closing statement a total Transaction
       Processing Fee of $400 that will be paid to D&B
       Investments, at closing.  A $200 Transaction Processing Fee
       will be charged to the Buyer at closing, and a $200
       Transaction Processing Fee will be charged to the Seller at
       closing for the total payment to D&B Investments, of $400.

   (g) Both Seller and NAG agree that all deposits and purchase
       funds shall be paid to Rossway Moore Swan, PL, for their
       proper disbursement pursuant to the terms and conditions of
       the Auction Escrow Instructions.  If Buyer defaults in
       closing a Sales Contract, NAG shall be entitled to the
       lesser of: (i) any commission which would have been payable
       if the auction sale had closed or (b) 50% of the deposit
       paid by the Buyer and such payment shall be in full
       discharge of amounts owed to NAG hereunder.  Seller
       understands and agrees that any commission set forth in
       this Agreement is a negotiated commission and was not fixed
       by law.  All monies due seller and nag will be disbursed by
       the Escrow agent to seller and nag at the same time and on
       the same day.

OHR shall pay the sum of $100,000 for the promotion and expense of
conducting the Auction Sale which is due and payable upon approval
of this Agreement by the Court as well as all the costs for
telephone lines and fax lines and all costs for Auction Day
expenses that include refreshments and entertainment, and other
items listed in the proposal as the responsibility of the Seller.

The Seller agrees that if the Seller withdraws property prior to
the Auction, cancels the Auction or does not accept the high bid
at the Auction, for any reason other than to sell the Property (in
which NAG will be paid stated commission), the Seller shall pay
NAG a fee of $25,000.00, payable at time of withdrawal notice,
unless such withdrawal takes place as a result of an order by the
Court or as a result of NAG's breach of this Agreement.

William R. Bone, president of NAG, 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.

NAG can be reached at:

       William R. Bone
       THE NATIONAL AUCTION GROUP, INC.
       644 Walnut Street
       Gadsden, AL 35901
       Tel: (256) 547-3434
       Fax: (256) 547-3232
       E-mail: wbone@national-auction.com

                     About South Florida Sod

South Florida Sod Inc., a sod farmer, owns multiple parcels of
rural real estate in Florida, Georgia, Michigan and Montana.  The
Debtor uses these parcels in its sod, hay, cattle, timber,
stumping and hunting operations.

The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 13-08466) on July 9, 2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Latham Shuker Eden & Beaudine, LLP, originally represented the
Debtor as counsel.  Latham Shuker was later replaced by Frank M.
Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.  Jonathan
Stidham, Esq., at Stidham & Stidham, P.A., serves as special
counsel to the Debtor.

South Florida Sod also tapped Daniel Dempsey as its financial
advisor.  Wallace T. Long, Jr., CPA and Lynch, Johnson & Long,
CPA, serve as accountants.

Orange Hammock Ranch, LLC, principal secured creditor, is
represented by Brian A. McDowell, Esq., at Holland & Knight LLP.


SPROUTS FARMERS: S&P Raises CCR to 'BB-'; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit ratings on the Phoenix-based Sprouts Farmers Market Inc.
and Sprouts Farmers Markets Holdings LLC (Sprouts) to 'BB-' from
'B+'.  The outlook is stable.  At the same time, S&P raised the
issue-level rating on the senior secured bank facility, consisting
of a $60 million revolving credit facility and $700 million term
loan ($351.8 million outstanding as of Sept. 29, 2013) to 'BB-'
from 'B+'. The '3' recovery rating is unchanged and indicates
S&P's expectation for meaningful (50% to 70%) recovery of
principal in the event of payment default.

"The upgrade reflects the continued improvement of the company's
credit protection measures from operating fundamentals and our
revision of its financial policy score to "neutral" from "FS-5",
as financial sponsor, Apollo, recently reduced its ownership to
below 40%," said credit analyst Kristina Koltunicki.  "It also
incorporates our belief that the company will continue to generate
top-line growth and deleverage over the next year; however,
increased debt from new operating leases that support growth will
offset any meaningful improvements to leverage.  The ratings on
Sprouts reflect its "fair" business risk profile and "aggressive"
financial risk profile, which results in a 'bb-' anchor."

The stable outlook reflects S&P's expectation that Sprouts will
continue its accelerated growth strategy, while still improving
credit protection measures as it leverages its cost structure.
S&P anticipates revenues will remain strong with new store growth
in its existing and contiguous markets, along with positive
comparable-store sales in its current store base leading to
additional performance gains.

                        Downside Scenario

Although unlikely over the next year given S&P's performance
expectations, it could lower the ratings if credit metrics
deteriorate such that leverage increases above 4.0x.  This could
occur if operating performance is weaker than S&P expected,
potentially caused by a slower executed store expansion or an
increase in competitive pressures following rapid expansion.
Under this scenario gross margin would be flat, while revenue
growth would only be in the mid- to high-single digits.

                          Upside Scenario

S&P could raise its ratings if performance exceeds its
expectations with credit protection measure improvement above
forecasted levels that would cause S&P to revise its financial
risk profile to "significant".  This could result from better than
expected sales trends (which seems less likely) while maintaining
margins or additional substantial debt repayment.  At that time,
free operating cash flow to debt would be above 13% on a sustained
basis, which would entail debt repayment of $250 million or free
operating cash flow improvement of about $40 million, or some
combination of the two.  S&P would also need to see consistency in
operating performance as the company continues to expand.


ST. FRANCIS' HOSPITAL: Rival Bidders Emerge Ahead of Auction
------------------------------------------------------------
St. Francis' Hospital, Poughkeepsie, New York, et al., notified
the U.S. Bankruptcy Court for the Southern District of New York
that they have received expressions of interest on their assets
from Good Samaritan Hospital of Suffern, NY, d/b/a Good Samaritan
Hospital Certified Home Health Agency, Long Term Health Care
Program & AIDS Home Care Program; Catholic Health Care System, and
Westchester Health Care Corp.

As previously reported by the Troubled Company Reporter, the
Debtors entered into an asset purchase agreement with Health Quest
Systems, Inc., under which Health Quest will pay $24.2 million.
The agreement would have been approved on Jan. 21 had other
prospective buyers not materialized, Bill Rochelle, the bankruptcy
columnist for Bloomberg News, said.

An auction will be conducted on Feb. 13.  Other buyers interested
in the 333-bed acute-care facility have until Feb. 10 to submit
their bids.  A hearing to consider approval of the sale will be
held on Feb. 18.

                    About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

St. Francis will sell its 333-bed acute-care facility, which was
founded in 1914, for $24.2 million to Health Quest Systems Inc.,
absent higher and better offers.  An auction will be held Feb. 13
if a rival offer is submitted.

The Debtors' counsel is Christopher M. Desiderio, Esq., at Nixon
Peabody LLP, in New York; the financial adviser is CohnReznick
Advisory Group; and the investment banker is Deloitte Corporate
Finance LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.


STACY'S INC: Disclosure Statement Hearing on Jan. 29
----------------------------------------------------
Stacy's Inc., which has sold most of its assets to Metrolina
Greenhouses for $15.2 million, is slated to seek approval of the
disclosure statement explaining its proposed Chapter 11 plan at a
hearing on Jan. 29, 2014 at 2:00 p.m.

The Debtor can begin sending solicitation packages to creditors
and schedule a confirmation hearing on the Plan after the
Disclosure Statement is approved by Judge David R. Duncan.

Jan. 22, 2014 is the deadline to file objections to the disclosure
statement.

The Plan, filed Dec. 12, 2013, provides for and ratifies the
distribution of the cash assets of the estate primarily to Bank of
the West, with a carve-out to the unsecured creditors and payment
of administrative priority claims.

Under the Plan:

   -- A carve-out of $950,000 was allocated from the sale proceeds
for payment of administrative claims;

   -- Bank of the West (BOTW), with a secured claim initially at
$22.6 million, received a substantial payment from the sale of the
assets, in the amount of $18.9 million.  The Debtor's counsel
continues to hold funds in escrow from the sales proceeds, some of
which will be used to pay the BOTW secured claim, once the
distribution of those proceeds is determined with finality.

   -- BOTW is entitled to assert a deficiency claim as an
unsecured claim, which can be asserted against the amounts
available for unsecured creditors, other than the "unsecured carve
out amount."

   -- Holders of general unsecured claims in the aggregate of
$9.31 million, before consideration of deficiency claims, will be
paid on a pro rata basis from the unsecured creditor carve-out
fund.  The first distribution will be 60 days after the effective
date of the Plan, and the second and final distribution will be on
or before Oct. 31, 2014.  The carve-out is $450,000.

   -- Because creditors of the Debtor will not receive payment in
full, the equity holder will not receive any distribution from the
bankruptcy estate.

A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/Stacys_Plan_Outline_121213.pdf

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- had 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The Debtor scheduled $26.4 million in total assets and
$31.4 million in liabilities as of the bankruptcy filing.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

Stacy's in August 2013 sold the business to Metrolina Greenhouses
for $15.2 million after no competing bids were entered at a
bankruptcy auction.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
Ouzts, Ouzts & Varn, P.A., as its financial advisor; SSG Advisors,
LLC, as its investment banker; and Faulkner and Thompson, P.A., to
provide limited accounting services.

The Official Committee of Unsecured Creditors appointed in the
case has tapped Moore & Van Allen, PLLC, as counsel.


STEELCASE INC: Moody's Withdraws 'Ba1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service upgraded Steelcase, Inc.'s senior
unsecured rating to Baa3 because of its strong operating
performance and credit metrics and the expectation for continued
improvement. The Ba1 Corporate Family Rating, Ba1-PD Probability
of Default Rating and SGL-2 speculative grade liquidity rating
were withdrawn. The rating outlook is stable.

"Steelcase's operating performance and credit metrics have
steadily improved over the last few years," said Kevin Cassidy,
Senior Credit Officer at Moody's Investors Service. For instance,
EBITA margins have expanded by almost 100 basis points to 6.8% and
debt/EBITDA has decreased by about a half turn to under 2.5 times.
Moody's expects both measures to further improve as the global
economy continues to recover. "But importantly, we think Steelcase
has enough cushion in its operating performance for credit metrics
to remain adequate in a reasonable downside scenario," Cassidy
noted. "Equally as important, we expect Steelcase to maintain a
strong liquidity profile and a measured shareholder return policy
through different economic cycles," he noted.

Rating upgraded:

$250 million 6.375% senior unsecured notes, due February 2021 to
Baa3 from Ba1 (LGD 4, 59%);

Ratings withdrawn:

Corporate Family Rating at Ba1;

Probability of Default Rating at Ba1-PD;

Speculative Grade Liquidity rating at SGL-2

RATINGS RATIONALE

Steelcase's Baa3 senior unsecured rating reflects its leading
market share in office furniture, good size with revenue of about
$3 billion, good end market diversification, and good geographic
diversification throughout the U.S. and Europe. The rating
incorporates Steelcase's good and improving credit metrics with
debt/EBITDA under 2.5 times and EBITA margins approaching 7%.
Better than typical credit metrics are needed for a given rating
category because of Steelcase's earnings and cash flow volatility.
Moody's expects Steelcase to maintain a measured shareholder
return policy, while considering its history of aggressive
shareholder returns. Steelcase's significant European exposure and
weakness in its EMEA business constrains the rating, although this
also provides an opportunity for growth when the European economy
improves and the company completes its European transformation
strategy.

The stable outlook reflects Moody's view that Steelcase will
maintain a strong liquidity profile and a measured shareholder
return policy through different economic cycles.

An upgrade is not likely in the near term given the uncertainty in
the company's EMEA and Asia businesses. Over the longer term, the
rating could be upgraded if Steelcase's revenue meaningfully
increases, its operating performance continues to improve and
credit metrics are sustained at strong levels. For an upgrade to
be considered, Steelcase will need to maintain retained cash
flow/net debt of at least 40% and strong EBITA margins.
Maintaining a strong liquidity profile and stable shareholder
policy is also necessary for an upgrade to be considered.

A downgrade is unlikely in the near to mid-term because of
Steelcase's good operating performance and credit metrics.
Aggressive shareholder returns combined with degradation in
liquidity could spur a downgrade. A significant and sustained
deterioration in earnings could also spark a downgrade as could a
material decline in credit metrics. Key credit metrics which could
prompt a downgrade are retained cash flow/net debt persistently
below 25% or low single digit EBITA margins.

The principal methodology used in rating Steelcase was the Global
Consumer Durables rating methodology published in October 2010.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Steelcase is a designer, marketer and manufacturer of office
furniture headquartered in Grand Rapids, Michigan. The company
sells its products through various channels including independent
dealers, company-owned dealers and directly to end users and
governmental units. Revenues for the twelve months ended November
2013 approximated $2.9 billion.


TRILITO INC: Case Summary & 3 Unsecured Creditors
-------------------------------------------------
Debtor: Trilito, Inc.
        PO Box 364561
        San Juan, PR 00936

Case No.: 14-00173

Chapter 11 Petition Date: January 14, 2014

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

Judge: Hon. Mildred Caban Flores

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  LAW OFFICE OF CARLOS RODRIGUEZ QUESADA
                  PO Box 9023115
                  San Juan, PR 00902-3115
                  Tel: 787 724-2867
                  E-mail: cerqlaw@coqui.net

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Segundo Cardona, president & secretary.

List of Debtor's three Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bayside Contractors, Inc.                             $1,412,739
P.M.B. 330, 138 Winston Churchill
Ave, San Juan PR 00926-6013

Scotia Bank                         First Mortgage   $25,852,904
Scotia Tower 290 Jesus T. Pinero Ave
San Juan, PR 00918

eal Estate Center Corp.                                 $100,000
Po Box 360953
San Juan, PR 00936-0953


UNIFIED 2020: Hortons et al. Join In Objections to Plan Outline
---------------------------------------------------------------
Terry Horton, Sammie Horton, Jason Keen, Demetrius Loukas, M.D.,
VTL Investments GP, LLC and VTL Investments, Ltd., join in and
adopted objections filed by United Central Bank and Orange
Business Services US, Inc., to the disclosure statement
accompanying Unified 2020 Realty Partners, LP's Second Amended
Plan of Reorganization.

As reported in the Dec. 17, 2013 edition of the TCR, UCB, the
largest creditor and sole "major" secured creditor asserting a
secured claim of at least $16 million to $17 million, says the
Second Amended Plan is not confirmable because it fails to satisfy
all of the provisions of Section 1129 and therefore, approval of
the Second Amended Disclosure Statement should be denied.

OBS, like UCB, says the Second Amended Disclosure Statement does
not cure the deficiencies of the earlier versions, as it neither
describes a confirmable plan nor provides sufficient information.
OBS, the largest unsecured creditor, points out that while the
Debtor characterizes most creditor claims (including OBS's claim)
as "unimpaired," it intends to punt responsibility for handling
OBS's claim to the stalking horse buyer.

The hearing was originally slated for December but the Debtor
sought a continuance of the hearing until mid-January to pave the
way for settlement discussions.

The Hortons, et al., are represented by:

         Evan Lane Van Shaw, Esq.
         LAW OFFICES OF VAN SHAW
         2723 Fairmount Street
         Dallas, Texas 75201
         Tel: (214) 754-7110
         Fax: (214) 754-7115

                        The Chapter 11 Plan

According to the Second Amended Disclosure Statement filed
Nov. 26, 2013, the Plan is premised on the sale of substantially
all of the Debtor's assets through a court-approved sale process.
AGT Global Holding, LLC, as successor in interest to Moms Against
Hunger, has agreed to enter in to an asset purchase agreement,
pursuant to which it will serve as the stalking horse bidder for
the assets.

Absent higher and better offers, AGT will purchase the assets for
$38.7 million, comprising (i) payment of a cash purchase price of
$23.5 million, (ii) assumption of certain liabilities, including
the assumption in full of the allowed unsecured interlocutory
order claim of Orange Business Services US Inc. in the amount of
$15.2 million.  AGT's bid will be subject to higher and better
offer but, in no event, will the aggregate consideration to be
paid in excess of AGT's stalking horse bid be less than $250,000.

In the event AGT is not the successful bidder at the auction, then
AGT will receive a break-up fee of $706,397 (3% of the cash
portion of the purchase price) and expense reimbursement capped at
$150,000.

The Debtor has been advised that the trustee, Daniel J. Sherman,
intends to engage the services of a professional real estate firm
to advertise, and market the assets, including creating an
electronic data room for inspection by prospective bidders who
desire to participate in the auction.

The Debtor is proposing a full-payment plan.  Under the Plan:

   -- Administrative claims estimated at $500,000, fee claims and
priority tax claims of $688,000 will be paid in full.

   -- The secured claims of Property Tax Solutions Inc. (owed
$1.05 million claim, United Central Bank (owed $14.9 million), and
Ray Mackey (owed $9,750) are unimpaired and they will recover
100%.

  -- Unsecured creditors (estimated at $516,000) will receive cash
in an amount sufficient to render these claims unimpaired and thus
will recover 100%.

  -- The allowed unsecured interlocutory order claim of Orange
Business Services US, Inc., in the amount of $15.2 million will be
assumed by the stalking horse bidder and is unimpaired.

  -- Equity holders will retain their interests.

Pursuant to the Plan, $500,000 from the sale proceeds will be used
to fund the wind down of the Debtor.

A copy of the Disclosure Statement dated Nov. 26, 2013, is
available for free at:

    http://bankrupt.com/misc/Unified_2020_2nd_Am_DS.pdf
    http://bankrupt.com/misc/Unified_2020_2nd_Am_DS_part2.pdf

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, was formed in November 2007 to
own the real property and improvements located at 2020 Live Oak
Street, in Dallas, Texas.  The property is comprised of a 12-story
office building and an adjacent three-story parking garage and
annex.

Unified 2020 filed a petition under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in
Dallas on May 6, 2013.  The petition was signed by Edward Roush as
president of general partner.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

The Debtor consented to the appointment of a trustee, and on
Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the trustee.

The Debtor obtained permission from the Bankruptcy Court to
proceed with the pursuit of its disclosure statement and plan, in
tandem or parallel with any effort by the trustee to propose a
plan.


VARISH DEVELOPMENT: Case Summary & 3 Unsecured Creditors
--------------------------------------------------------
Debtor: Varish Development, LLC
        1860 Baltimore Pike, Ste. 1
        Gettysburg, PA 17325

Case No.: 14-00144

Chapter 11 Petition Date: January 14, 2014

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Hon. Mary D France

Debtor's Counsel: Robert L Knupp, Esq.
                  SMIGEL, ANDERSON & SACKS, LLP
                  4431 North Front St., 3rd Flr.
                  Harrisburg, PA 17110
                  Tel: 717 234-2401
                  Fax: 717 234-3611
                  E-mail: pmcbride@sasllp.com

Total Assets: $3.30 million

Total Liabilities: $771,512

The petition was signed by Thomas E. Varish, manager.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/pamb14-144.pdf


VERMILLION INC: To Offer 2.3MM Shares Under 2010 Incentive Plan
---------------------------------------------------------------
Vermillion, Inc., filed a Form S-8 registration statement to
register 2,300,000 shares of common stock issuable under the
Company's Amended and Restated 2010 Stock Incentive Plan.  The
proposed maximum aggregate offering price is $5.8 million.

A Registration Statement on Form S-8 was filed with the SEC on
May 28, 2010, covering the registration of 1,322,983 shares of
Common Stock under the Plan.

A copy of the Form S-8 prospectus is available for free at:

                        http://is.gd/wqPBKu

                          About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $15.08 million in total
assets, $4.84 million in total liabilities, and stockholders'
equity of $10.25 million.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VIGGLE INC: To Offer $57.5 Million Worth of Common Shares
---------------------------------------------------------
Viggle Inc. filed with the U.S. Securities and Exchange Commission
a preliminary Form S-1 prospectus relating to the offering of an
undertermined number of shares of common stock for a proposed
maximum aggregate offering price of $57.5 million.

The Company's common stock is currently quoted on the OTCQB
marketplace and trades under the symbol "VGGL."  The last reported
sale price of the Company's common stock on the OTCQB marketplace
on Jan. 6, 2014, was $0.50 per share, or $40.00 per share after
giving effect to the reverse stock split.  The Company will apply
to list its common stock on the Nasdaq Capital Market and expect
that listing to occur concurrently with the closing of this
offering.

As part of this offering, Sillerman Investment Company II LLC, an
entity affiliated with Robert F.X. Sillerman, the Company's
executive chairman, chief executive officer, director and
principal stockholder, has indicated an interest in purchasing up
to __ percent (__%) of the shares in this offering, at the public
offering price.  As of Jan. 7, 2014, Mr. Sillerman, together with
the other directors, executive officers and affiliates,
beneficially own 7,487,244 of the outstanding shares of the
Company's common stock, representing approximately 80.2 percent of
the voting power of the outstanding shares of the Company's common
stock, after giving effect to the reverse stock split and
recapitalization.

A copy of the Form S-1 prospectus is available for free at:

                       http://is.gd/ztK7Zp

                          About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at Sept. 30, 2013, showed
$16.06 million in total assets, $36.26 million in total
liabilities, $36.83 million in series A convertible redeemable
preferred stock, and a $57.04 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


W.R. GRACE: Court OKs Additional Services by Blackstone
-------------------------------------------------------
Judge Kevin Carey authorized Blackstone Group L.P. to provide
additional services to W.R. Grace & Co. in connection with the
Debtor's acquisition of Dow Chemical Co.'s polypropylene
licensing and catalysts business.

W.R. Grace will pay Blackstone a fee payable in cash in the
amount of 1% of the purchase price it paid for the business, and
will reimburse the firm for its work-related expenses.

Last year, W.R. Grace signed an agreement with Dow to acquire the
business for $500 million.  The acquisition, which was completed
last month, includes UNIPOL(TM) polypropylene process technology,
making the chemical manufacturer the second largest polypropylene
licensor in the world based on installed capacity.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Towers Watson Approved as FCR Consultant
----------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey gave Roger Frankel the
go-signal to hire Towers Watson Delaware Inc. as his actuarial
consultant.

Mr. Frankel tapped the firm in connection with his appointment as
legal representative for victims of asbestos exposure who may
file claims against W.R. Grace & Co. and its affiliated debtors.

Towers Watson will provide analyses and estimations of payment
percentages for the trust that was created to pay
asbestos-related claims.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Court Approves Advisors' Fees for April-June 2013
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
order approving the quarterly fee applications of firms employed
in the Chapter 11 cases of W.R. Grace & Co. and its affiliated
debtors.

The court order authorized the chemical manufacturer to pay each
of the firms 100% of its fees and expenses incurred during the
period April 1 to June 30, 2013.  All fees and expenses paid are
subject to final allowance by the bankruptcy court, according to
the court order.

A schedule of the fees and reimbursements is available for free
at http://is.gd/KpATUV

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Amends Schedule of Liabilities
------------------------------------------
W.R. Grace & Co.-Conn. filed an amended schedule of liabilities
containing the names of creditors holding unsecured non-priority
claims against the company.

The amended schedule shows that creditors assert a total of
$58,828 in unsecured non-priority claims against W.R. Grace &
Co.-Conn.  Reed Smith LLP holds a claim in the amount of $27,182
against the company.

A copy of the amended Schedule F is available without charge
at http://bankrupt.com/misc/Grace_AmendedFofWRGC.pdf

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


WATERJET HOLDINGS: Moody's Assigns B2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating (PDR) to Waterjet
Holdings, Inc. The company manufactures waterjet cutting systems
and related equipment through its subsidiary KMT Holdings (KMT)
which was acquired in August 2013, and Flow International (Flow)
which is expected to be acquired in January 2014. Moody's also
assigned a B2 rating to Waterjet's $200 million Senior Secured
Notes offering, the proceeds of which are expected to fund the
acquisition of Flow International, a competitor. The ratings
outlook is Stable.

Assignments:

Issuer: Waterjet Holdings, Inc.

  Corporate Family Rating, Assigned B2

  Probability of Default Rating, Assigned B2-PD

  Senior Secured Regular Bond/Debenture, Assigned B2 (LGD4, 55%)

  Outlook, Stable

RATINGS RATIONALE

The B2 CFR is constrained by Waterjet's modest scale ($365 million
revenue), significant acquisition integration risk (combining two
similar sized companies), and the small penetration of the
waterjet technology in global manufacturing. These are offset by
the company's very strong market position, significant recurring
revenue base (approximately 47% revenue from aftermarket sales),
moderate leverage, and Moody's expectation for continued strong
free cash flow generation. For its size, geographic
diversification is strong with about 50% revenue from North
America, followed by Europe and Asia. Pro forma for the issuance,
Waterjet's pro-forma financial profile is strong for the rating
category, including an estimated 4.4x adjusted debt to EBITDA 2.1
EBITA to interest, and mid teen percent EBITDA margins. Modest
capital expenditure requirements should lead to mid single digit
percent free cash flow to debt, though no material debt reduction
is expected.

The B2 rating assigned to the proposed $200 million senior secured
notes offering reflects the notes' second lien claim on the ABL
collateral which Moody's estimates as over half the company's
tangible assets.

Moody's expects Waterjet to maintain a good liquidity profile over
the next 18 months supported by stable free cash flow generation.
Moody's expects little ongoing usage of the $50 million unrated
ABL. The terms of the ABL and Notes, respectively, are anticipated
to be covenant lite but incorporate a springing total net leverage
in effect when ABL availability decreases below $10 million for
five consecutive business days.

A smooth integration of the two businesses leading to EBITA to
Interest exceeding 3.0x and Debt to EBITDA lower than 3.5x, on a
sustainable basis could lead to higher ratings.

EBITA to interest decreasing below 2.0x and Debt to EBITDA over
5.0x, or significant operational missteps related to the
integration of KMT and Flow International could lead to lower
ratings.

The stable rating outlook reflects Moody's anticipation of low
single digit percent revenue growth and about 100 basis points
EBITDA margin improvement in 2014. Little customer loss is
anticipated with the combination of the two large waterjet cutting
companies as customer overlap is modest.

The principal methodology used in this rating was the Global
Manufacturing Industry Methodology published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009. Please see the Credit Policy page on
www.moodys.com for a copy of these methodologies.

Kansas based WaterJet Holdings is owned by funds affiliated with
American Industrial Partners ("AIP") comprising KMT Holdings and
Flow International. WaterJet is a leading manufacturer of waterjet
cutting components and fully integrated systems, including pumps,
cutting heads, robotic cutting systems, surface preparation
equipment, and software. Pro forma for the acquisition, the
company generated $365 million in LTM sales as of September 30,
2013.


WESLEY HARMON LIVING: Assets to Be Auctioned Off March 24
---------------------------------------------------------
Property of The Wesley Harmon Living Trust, Dated April 9, 2010,
will be sold at public auction to the highest bidder at the office
of the Trustee, Wayne L. Gardner, at 1930 North Arboleda, Ste.
201, Mesa, AZ 85213 on March 24, 2014 at 11:00 a.m.

The property is located at 17998 S 186th St Queen Creek, AZ 85142,
and is being sold in partial satisfaction of $650,000 in debt owed
to James Sabatinos and Gwethlyn Sabatinos at 4680 Country Garden
Rd., in Billings, MT 59105.

There is no warranty relating to title, possession, quiet
enjoyment or the like in this disposition of the Collateral.

For sale information, visit http://www.mkconsultantsinc.com/

The Trustee may be reached at:

     Wayne L. Gardner, Esq.
     GUNDERSON, DENTON, & PETERSON, P.C.
     Tel: 480-655-7440
     E-mail: wayne@gundersondenton.com


WESTERN FUNDING: Opposes Committee Bid to Tap Amherst
-----------------------------------------------------
Western Funding Incorporated and its debtor-affiliates last month
filed an opposition to the application by the Official Committee
of Unsecured Creditors to employ Amherst Consulting, LLC, as
investment banker, nunc pro tunc to Nov. 26, 2013.

The Debtors note that on Dec. 6, 2013, they filed their amended
application to employ FTI Consulting Inc. as investment bankers,
nunc pro tunc to Oct. 3, 2013.  The Debtors say that FTI has been
working with the Debtors for more than three months, first as
interim financial advisors, and for the last two months, as
proposed investment bankers.

The Debtors in a Dec. 6 filing questioned how Amherst could
realistically bring any value to the process given that the
auction for the Debtors' main portfolio was slated to be auctioned
by Dec. 18, and Amherst has never even done a site visit or had
any significant conversations with the Debtors' management as of
Dec. 6.  Such a short time prior to the auction simply does not
allow a brand new investment banker any real time to get
familiarized with the Debtors' specific automobile loan portfolio
and business.

The Debtors aver that the additional administrative expense posted
by the Amherst application is duplicable and unnecessary.

                    About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

In its schedules, Western Funding disclosed $48,513,558 in total
assets and $44,443,913 in total liabilities.

Western Funding is jointly administered with Western Funding Inc.
of Nevada, and Global Track GPS, LLC.  Western Funding Inc. is the
lead case.

As reported by the TCR on Nov. 22, 2013, the Debtors filed a
proposed Chapter 11 plan that contemplates the transfer of equity
interests to Carfinco Financial Group, Inc., absent higher and
better offers at a court-sanctioned auction.


YRC WORLDWIDE: Moody's Affirms Caa3 CFR & Alters Outlook to Neg.
----------------------------------------------------------------
Moody's Investors Service has affirmed the Caa3 Corporate Family
Rating ("CFR") for YRC Worldwide Inc., lowered the Probability of
Default Rating ("PDR") to Caa3-PD and changed its outlook from
positive to negative. This rating action follows YRCW's
announcement that the ratification vote by union members on a
proposed amendment and extension of its Memorandum of
Understanding ("MoU") was unsuccessful.

Ratings Rationale

On Jan. 9, 2014, YRCW announced that the ratification vote by
members of the International Brotherhood of Teamsters ("IBT") on a
proposal to amend and extend the company's existing MoU was
unsuccessful. According to YRCW, the proposal would have generated
cost savings of $100 million annually, once fully implemented.
Furthermore, a positive outcome of the ratification vote was an
integral condition in an agreement that the company reached in
December with certain holders of the company's Series A
Convertible Notes, Series B Convertible Notes, and certain other
institutional investors to raise the equivalent of $300 million of
new equity. Together with planned new financing in senior debt
markets, the MoU proposal and the agreement to raise new equity
formed the cornerstones of YRCW's planned refinancing of its
current capital structure.

A successful completion of this refinancing strategy would have
enabled the company to resolve its near-term liquidity pressure
from an aggregate amount of debt maturing in 2014 and 2015 of
approximately $400 million and $670 million, respectively. As YRCW
is heavily reliant on uncommitted external sources of financing to
meet its near-term cash requirements, Moody's has downgraded
YRCW's liquidity rating from SGL-3 to SGL-4.

The first debt obligation that matures is $69.4 million principal
amount of the company's 6% Convertible Notes due February 15th.
The unsuccessful outcome of the MoU ratification vote has made
YRCW's funding needs therefore particularly acute. The negative
outlook reflects the challenges that YRCW now faces in either
reaching an agreement with the IBT on a modified proposal, or in
obtaining alternative sources of funding for the $69.4 million
maturity on February 15th, both within a very short time frame. In
view hereof, Moody's has also lowered YRCW's PDR from Caa2 to
Caa3.

Notwithstanding these challenges, management has demonstrated
resolve in its efforts to achieve a sustainable capital structure
for YRCW, and, given the risks involved for all stakeholders, a
favorable resolution prior to February 15th remains within the
realms of possibility. Such an agreement could involve funding
solutions that Moody's would deem a distressed restructuring, even
though the ultimate effect would be beneficial to the company's
future credit profile. Moody's will reassess its outlook as
concrete steps towards a resolution are announced.

The negative outlook takes into account YRCW's current precarious
liquidity profile, as well as the company's credit metrics that
remain weak, despite the progress that management has made in
recent years in improving operating performance. This weakness
stems in large part from elevated debt levels and associated
interest expenses. Included in the company's liabilities are
significant obligations for operating leases and pension
liabilities. With debt adjustments in relation to YRCW's pension
liabilities representing more than 40% of YRCW's total debt,
Moody's estimates Debt to EBITDA to be 8.4 times, for the last
twelve months ending in September 2013.

Issuer: YRC Worldwide Inc.

Affirmations:

  Corporate Family Rating, Affirmed Caa3

Downgrades:

  Probability of Default Rating, Downgraded to Caa3-PD from
  Caa2-PD

  Speculative Grade Liquidity Rating, Downgraded to SGL-4
  from SGL-3

Outlook Actions:

  Outlook, Changed To Negative From Positive

Unchanged Ratings:

  Senior Unsecured Conv./Exch. Bond/Debenture Aug 8, 2023,
  Ca (LGD5, 71% from LGD5, 88%)

The principal methodology used in this rating was the Global
Surface Transportation and Logistics Companies published in April
2013. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

YRC Worldwide Inc. is a provider of transportation services and
has one of the largest less-than-truckload ("LTL") transportation
networks in North America. The company operates through two
segments: YRC Freight, which focuses on longer haul LTL shipments,
and YRC Regional, which focuses on more regional, next-day and
time-sensitive services.


* Bankruptcy Inadmissible to Show Motive for Stealing
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Miranda M. Du in Reno ruled last
week that someone's bankruptcy two years earlier is irrelevant and
inadmissible as evidence to show "struggling financial condition"
or a motive to steal.

The report related that a man was indicted for stealing federal
grant money.  As a defense, he tried to show the theft was
committed by a bookkeeper and sought to cross-examine the
bookkeeper about her bankruptcy two years before.

Judge Du refused to allow the evidence, reciting the rule that
otherwise relevant evidence is inadmissible "if its probative
value is substantially outweighed by the danger of unfair
prejudice," the report related.  She added that a bankruptcy two
years before the theft is not relevant to show the bookkeeper was
"struggling financially or had motive to steal."

The case is U.S. v. Stickler, 12-00120, U.S. District
Court, District of Nevada (Reno).


* Ezra Brutzkus Gubner Comments on Law v. Siegel Case
-----------------------------------------------------
The following is a statement from Law v. Siegel Counsel of Record,
Steven T. Gubner, Managing Partner Ezra Brutzkus Gubner LLP:

Bankruptcy issues can be thorny, dry, and seldom make their way to
the Supreme Court of the United States.  One thing was made
evident on Jan. 13 by the impressive performance by Neal Katyal,
who handled the oral argument for Alfred Siegel, Chapter 7
Trustee, who states "based on the gross misconduct of Mr. Law, and
when monetary sanctions (which remain unpaid even today) were
ineffective, Bankruptcy Courts were left with only one solution:
to surcharge Mr. Law's exempt property for the time and expense
incurred addressing his post-filing activity."

Law v. Siegel highlights the fact that Bankruptcy Courts need
mechanisms to enforce the underlying spirit of the Bankruptcy Code
on debtors that file with only exempt property.  Section 105(a)
provides this mechanism to force bankrupt debtors, with assets
that only represent exempt property, to follow the law of the
land, and otherwise comply with Bankruptcy Court orders.

Section 105(a), which is sparingly used, was clearly designed by
the drafters of the Bankruptcy Code to handle unforeseen
situations, exactly like Mr. Law's conduct in this case.  For
courts of equity to do equity they must be allowed the flexibility
to address unforeseen complications while still accomplishing just
and fair results.


* Fla. S.C. Rejects Restriction on Receiverships
------------------------------------------------
David E. Peterson, of the firm Lowndes, Drosdick, Doster, Kantor &
Reed, P.A., posted an article at The National Law Review database
saying that the Florida Supreme Court recently considered in
Granada Lakes Villas Condominium Ass'n, Inc. v. Metro-Dade
Investments Co., 38 Fla. L. Weekly S777 (Fla. 2013), the question
of what circumstances permit a Florida court to appoint a receiver
for a condominium association.

In that case, the lower court had determined that a receivership
would indeed be helpful to the court, but concluded that it had no
power under Chapter 718 (governing condominiums) to appoint a
receiver.  The lower court found that Chapter 718 enumerated
certain instances when the court may appoint a receiver, including
failure of the association to elect enough directors to establish
a quorum, failure of the association to act after a natural
disaster, and the need to liquidate the association.  The lower
court reasoned that because the statute itemized only these few
grounds for appointment of a receiver, the court could not appoint
a receiver unless one of these grounds was applicable.

However, the Appellate Court reversed, and the Supreme Court
agreed with the Appellate Court that the fact that the statutes
list certain grounds for the appointment of a receiver does not
mean that appointment of a receiver is unavailable unless one of
those grounds is applicable.

The Supreme Court noted that the receivership remedy is available
in equity even without statutory authority, and that the
principles of equity would authorize the court to appoint a
receiver under a broader range of circumstances than those
specified by the statutes.

The Supreme Court also stated that the statutory grounds for the
appointment of a receiver were intended to expand the power of the
court to appoint a receiver in the case of a condominium
association -- not to restrict the power of the court.  The Court
therefore concluded that the lower court did have the power to
appoint a receiver, even though the statutory grounds for the
appointment of a receiver were absent.

The case is helpful not only in the context of condominium
association litigation, but in many other instances where
receivers might be appointed.  Receivers can be useful when there
is a need to compel an entity to do something other than mere
payment of a monetary obligation.

By emphasizing the broad availability of the remedy in equity, the
Granada Villas case will make it easier to obtain appointment of a
receiver.


* Supreme Court Hears Case to Limit Equity Powers
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court heard arguments over whether a
bankruptcy court can take away property that an individual
bankrupt otherwise would be entitled to keep to make up for costs
resulting from the bankrupt's bad behavior.

According to the report, the Supreme Court, on Jan. 13, in Law v.
Siegel was asked to determine whether a bankruptcy court,
traditionally a court of equity, can depart from the commands of a
statute in search of a result that seems proper in the
circumstances.

The case involves Stephen Law, a bankrupt who owned a home worth
$360,000. Aside from a valid first mortgage for $150,000, there
was a fictional $160,000 second mortgage that the bankruptcy court
said Law invented to protect value in the property beyond the
$75,000 homestead exemption permitted by California law, Mr.
Rochelle related.

Justice Elena Kagan summed up the case when she told the trustee's
lawyer that the facts were all on his side, Mr. Rochelle further
related.  The question, she said, was whether "you have the law on
your side."  Justice Sonia Sotomayor asked how a court could do
something a statute doesn't permit, the report added.

The case is Law v. Siegel, 12-5196, U.S. Supreme Court
(Washington).


* Alliance Survey Highlights Growing Complexity of Business Risks
-----------------------------------------------------------------
Business interruption (BI) and supply chain, natural catastrophes
and fire/explosion top the list of company risks in 2014,
according to the third annual Allianz Risk Barometer, which
surveyed over 400 corporate insurance experts from 33 countries.

The survey conducted by Allianz Global Corporate & Specialty SE
(AGCS) highlights the increasing complexity of business risks,
including a combination of new technological-, economic- and
regulatory-related risks, potentially creating a systemic threat
for businesses.  Allianz suggests that companies can respond to
these growing challenges through stronger internal controls,
combined with a holistic approach to risk management.

Hugh Burgess, CEO of Allianz Global Corporate & Specialty North
America, commented: "Companies are increasingly concerned about
the interconnectivity between different risks and their business
continuity plans need to account for an escalating variety of risk
scenarios, including the sometimes hidden incidental effects.  For
example, a natural catastrophe such as Superstorm Sandy in 2012
resulted in wind damage, power outages, and IT-system failures
that in turn led to substantial business interruptions."

Top two risks generate highest losses

Business interruption and supply chain losses represent the number
one concern for businesses around the globe, including in the U.S.
where 61 percent of participants identified them as the top
business risk in 2014.  These risks account for around 50-70% of
all insured property losses, as much as $26 billion a year based
on 2013 data.

"Businesses in the U.S. are discovering that supply chains are
becoming increasingly complex in a globalized world.  Any
disruption -- be it due to natural catastrophes,
IT/telecommunication outages, transportation issues, a supplier's
bankruptcy or civil unrest -- may lead to a snowball effect that
can be devastating to their bottom line," advises Tom Varney,
Regional Manager for Allianz Risk Consulting in the Americas.
"Business continuity planning is critical and should be part of
any risk manager's supplier selection process.  However, it is no
longer enough to have transparency of your most important
suppliers; you also need to know how they manage their own supply
chains."

While BI remains the biggest threat globally for large
corporations, mid-sized companies are more concerned about fire
and explosion, the impact of austerity measures and credit
availability.

Even more costly than BI damages, insured losses from the second
top risk, natural catastrophes, totalled about $38 billion in 2013
(source:Swiss Re) despite 2013 being a quiet NatCat year in the
United States.  A year earlier, due to a more damaging Atlantic
hurricane season, NatCat losses reached $75 billion.

In the United States, natural catastrophes ranked second as a
business risk in 2014 at 58 percent followed by fire at 24
percent.  Loss of reputation or brand value ranks as one of the
top ten risks for the first time in 2014 as the fourth most
frequently cited business risk for U.S. companies.  Rounding out
the top five risks in the U.S. is cyber crime, which also includes
IT failures and espionage.

Cyber and other interlinked emerging risks on the forefront

According to Allianz experts, heightened risk awareness in 2014 is
around cyber and loss of reputation issues.  Cyber is the biggest
mover in this year's Risk Barometer climbing up to rank 8, while
reputation moved up to rank 6 globally.

Many of the top 10 risks in the Barometer are closely
interconnected with a potential cumulative effect, particularly
changes in legislation, cyber risk and loss of reputation.

The increasingly interconnected risk environment also requires
enhanced skills for corporations as well as their insurers.
Concern regarding talent shortages is viewed as a growing risk
globally, and most notably in emerging economies.  According to
Hugh Burgess, "Developing talent through selective recruitment and
ongoing training is a top priority for Allianz.  Our engineers,
underwriters and claims specialists have deep expertise in our
specialized fields of marine, energy, aviation, property &
casualty and construction."

          About Allianz Global Corporate & Specialty

Allianz Global Corporate & Specialty SE (AGCS) is the Allianz
Group's dedicated carrier for corporate and specialty insurance
business.  AGCS provides insurance and risk consultancy across the
whole spectrum of specialty, alternative risk transfer and
corporate business: Marine, Aviation (incl. Space), Energy,
Engineering, Financial Lines (incl. D&O), Liability and Property
insurance (incl. International Insurance Programs).

AGCS Americas has over 900 employees across 20 major cities in the
U.S., Canada and Mexico with head offices in New York and Chicago.
The Company's engineers, underwriters and claims specialists have
deep expertise in insurance and risk management in marine,
aviation, energy, property, casualty and construction, with gross
premiums in the Americas totaling $1.8 billion in 2012.

Worldwide, AGCS -- http://www.agcs.allianz.com-- operates in 28
countries with own units and in more than 160 countries through
the Allianz Group network and partners.  It employs more than
3,500 people and provides insurance solutions to more than half of
the Fortune Global 500 companies, writing a total of EUR5.3
billion gross premium worldwide annually (2012).  AGCS is rated AA
by Standard & Poor's and A+ by A.M.Best (November 2013).


* ILR Outlines Reforms to Curb Abusive Asbestos Suits in West Va.
-----------------------------------------------------------------
A new report released on Jan. 14 by the U.S. Chamber Institute for
Legal Reform (ILR) finds that court rules designed to bring
fairness and balance to asbestos litigation in West Virginia have
been ignored, contributing to the state's poor legal environment.
Obstacles to Fair Trial: Asbestos Cases in West Virginia outlines
how the state incentivizes settlements of even questionable
lawsuits by confronting businesses with an overwhelming number of
cases coming to trial at the same time, making it extremely
difficult to defend cases.

The report shows that asbestos docket judges' failure to enforce
established procedures creates a system tilted against defendants
and has encouraged a flood of suspect claims in the state.  ILR's
report outlines meaningful reforms that West Virginia can make,
including reducing the number of cases prepared for trial
simultaneously, fully enforcing existing court rules, and adopting
legislation that would require plaintiffs' lawyers to disclose
asbestos bankruptcy trust filings to defendants sued in court.

"West Virginia's attempts to bring balance and fairness to
asbestos litigation through court rules have fallen flat because
judges haven't effectively enforced them," said ILR President Lisa
A. Rickard.  "The courts must enforce the rules they've put in
place.  If they can't or won't, the state legislature should act
to ensure there's fairness in the system."

Starting in the early 2000s, the West Virginia Circuit Court in
Kanawha County, which handles many of the state's asbestos cases,
adopted a series of rules seeking to better manage its docket and
provide a more just trial system.  However, plaintiffs' lawyers
consistently defy those rules.

ILR seeks to promote civil justice reform through legislative,
political, judicial, and educational activities at the national,
state, and local levels.

The U.S. Chamber of Commerce is the world's largest business
federation representing the interests of more than 3 million
businesses of all sizes, sectors, and regions, as well as state
and local chambers and industry associations.


* Chris Ricciardi & Doug Laux Join GrizzlyRock's Management Team
----------------------------------------------------------------
GrizzlyRock Capital , an alternative asset management firm seeking
to deliver exemplary risk-adjusted returns to investors via
opportunities across credit and equity markets, has strengthened
its management team by appointing Chris Ricciardi, CAIA as
Managing Partner and Head of Business Development and Doug Laux,
CPA as Chief Financial Officer.

"As we begin our third year of operations, Doug and Chris'
expertise in institutional-quality asset management firms and
building robust, client focused businesses will be invaluable to
our clients," said Kyle Mowery, GrizzlyRock Managing Partner and
Portfolio Manager.  "Since inception, we have been building both a
world-class alternative asset management firm and client-focused,
differentiated investment products.  [Tues]day's announcement is
another step towards fulfilling our mission."

GrizzlyRock utilizes rigorous fundamental research and due
diligence to invest in mispriced securities.  The team invests
both long and short in corporate securities in the equity and
credit markets which it feels are substantially mispriced.  The
result is a portfolio composed of high- conviction value-and
event-driven equity investments and high-yield credit securities.

"GrizzlyRock believes investment management is, at its core, all
about risk management," said Mr. Ricciardi.  "Doug and I share
this investor-centric mindset, and we look forward to continuing
GrizzlyRock's commitment to pursuing attractive risk-adjusted
returns in high- yield corporate credit and equity securities."

Mr. Ricciardi has spent more than eight years working in the
alternative investment space, and joins GrizzlyRock after serving
as Director of Strategic Relationships for Altegris Investments.
During his time at Altegris, he focused on distributing private
and public investment solutions to professional investors, wealth
managers, banks and financial services platforms. Earlier in his
career, Mr. Ricciardi co-founded Herron Capital Management, a
registered commodity trading advisor and introducing broker.

Mr. Laux brings to GrizzlyRock extensive knowledge of private and
public companies, balance sheet and operational restructuring,
initial public offerings, bankruptcy situations and mergers and
acquisitions.  He spent 20 years at Ernst & Young in Chicago,
where he was a partner for nine years. Mr. Laux has also served as
CFO of a variety of businesses, including ANC Rental, the holding
company for Alamo and National Car Rental.

Mr. Ricciardi and Mr. Laux will work closely with Mr. Mowery, who
founded GrizzlyRock in 2012, and Saidal Mohmand, Vice President of
Investment Research.  Mr. Mowery began his career as an analyst at
fund of hedge funds PAAMCO, and later made investments in media
and telecommunications companies at McDonnell Asset Management,
now T.H. Lee Senior Credit Strategies.  Mr. Mowery later joined
the middle-market leveraged finance team at BMO Capital Markets,
where he evaluated and managed funding for private companies
across industries such as general industrials, business services,
consumer goods and healthcare.

Mr. Mohmand began his career on the research team at Greenleaf
Trust in Michigan, where he covered the banking, railroad and
technical services industries.  Before joining GrizzlyRock, he was
part of Fifth Third Bank's leveraged finance team in Chicago,
where he focused on credit research and fundamental analysis.

                    About GrizzlyRock Capital

GrizzlyRock Capital -- http://www.grizzlyrockcapital.com-- is an
alternative asset management firm seeking to deliver exemplary
risk-managed returns to investors via opportunities across credit
and equity markets.  The firm takes a value-investing approach to
security selection, relying on rigorous fundamental analysis to
identify dramatically mispriced corporate securities from the
entire capital spectrum.

The firm acts as a committed partner to investors, making
investments with meticulous attention to risk management and
downside protection.  Based in Chicago and established in 2012,
GrizzlyRock believes that every mispriced security must meet
stringent criteria to warrant an investment.  Therefore,
GrizzlyRock's portfolio is a best-ideas investment compilation.

GrizzlyRock's team consists of highly skilled and experienced
professionals who are well-versed in a variety of asset classes
and industries.


* Michael Scodro Joins Jenner & Block's Chicago Office as Partner
-----------------------------------------------------------------
Jenner & Block LLP on Jan. 14 disclosed that Illinois Solicitor
General Michael A. Scodro will be joining the firm as a partner in
the Appellate and Supreme Court Practice in its Chicago office,
effective Monday, January 27.

As the Illinois Solicitor General for the past 6 1/2 years,
Mr. Scodro oversaw the civil and criminal appeals divisions of the
Attorney General's Office and has argued on behalf of the State in
the U.S. Supreme Court, Illinois Supreme Court, U.S. Court of
Appeals for the Seventh Circuit and Illinois Appellate Court.  He
has supervised more than 40 attorneys in appeals where the state
was a party.  He also advised the Illinois Attorney General on
constitutional and other significant legal issues.  In this
capacity, Mr. Scodro was a leader in coordinating with other state
attorneys general's offices across the country in the preparation
and filing of multi-state amicus briefs in the U.S. Supreme Court,
bringing Illinois to the forefront among the states in this area
of Supreme Court advocacy.

"Michael's experience in arguing cases before federal and state
appellate courts is considerable and further enhances the firm's
capabilities in this area," said Susan C. Levy, Jenner & Block's
Managing Partner.  "We are eager to have him join us."

Illinois Attorney General Lisa Madigan called Michael "an
exemplary solicitor general."  She added: "He excels as a writer
and editor and has proven to be an extraordinary oral advocate
before the U.S. Supreme Court and other federal and state courts,
and he has been a trusted advisor on a range of legal issues.
Mike will be greatly missed in our office."

Mr. Scodro will leverage his significant appellate litigation
experience to further build Jenner's presence as a destination for
appellate representation.  The firm is confident that he will
easily become the trusted advisor to clients, both individuals and
businesses alike.

"Michael is a great addition to our team," said Craig C. Martin,
Co-Chair of the firm's Litigation Department.  "He is a highly
successful and well-respected practitioner who has argued in front
of the U.S. Supreme Court as recently as the end of 2013.  There
is no doubt that he will further solidify our capacity to deliver
what the firm is known for:  first-rate litigation service."

"Michael is a prolific speaker and media resource on issues
surrounding appellate advocacy and the Supreme Court," said David
J. Bradford, Co-Chair of the Litigation Department.  "His service
as state solicitor general gives him invaluable perspective,
experience and credibility in all courts of review."

Paul M. Smith, Chair of the firm's Appellate and Supreme Court
Practice, seconded the sentiment, saying, "Michael's sterling
record and experience will benefit the firm's Appellate Practice
not just in Chicago, but also nationwide."

In November 2013, Michael was named the first Appellate Lawyer-in-
Residence at IIT Chicago-Kent College of Law's Institute on the
Supreme Court of the United States (ISCOTUS).  During the winter
2014 semester of his residency, Michael will discuss oral and
written advocacy with first-year students and conduct a discussion
on oral advocacy with Moot Court Honor Society students.

Mr. Scodro joined the Illinois Attorney General's Office as Deputy
Solicitor General in 2006 before being promoted to Solicitor
General in 2007.  Previously, he was an associate at two other law
firms and an Assistant Professor of Law at Chicago-Kent College of
Law.

Mr. Scodro earned his J.D. from Yale Law School in 1996 and
graduated summa cum laude from Dartmouth College in Government and
Economics in 1993.  He was Executive Editor of the Yale Law
Journal and went on to serve as a law clerk for Supreme Court
Justice Sandra Day O'Connor and for the Hon. Jose Cabranes of the
U.S. Court of Appeals for the Second Circuit.  He is a Lecturer in
Law at the University of Chicago Law School, teaching a seminar on
U.S. Supreme Court practice; an elected member of the prestigious
American Law Institute; and secretary of the Appellate Lawyers
Association.  He was a member of the Special Supreme Court
Committee on Illinois Evidence that developed the state's first
code of evidence.  Mr. Scodro has received the Supreme Court Best
Brief Award four times from the National Association of Attorneys
General and was honored in 2010 as one of the "40 Illinois
Attorneys Under Forty to Watch" by the Law Bulletin Publishing
Company.

"Jenner & Block's reputation for its appellate work across the
country is unsurpassed," Michael said.  "I am honored to join this
group."

            About Appellate and Supreme Court Practice

Jenner & Block attorneys are well versed in the intricacies of the
appeals process and know how to navigate cases effectively through
the courts?no matter where they occur in the United States.  The
firm's attorneys have successfully argued nearly 100 cases before
the U.S. Supreme Court, as well as numerous matters before the
federal and state appellate courts, on a range of issues,
including administrative, antitrust, bankruptcy, civil rights,
communications, constitutional, copyright, employment, financial
services, government contracts, immigration, patent, preemption
and punitive damages.  In 2013, for the fifth consecutive year,
Jenner & Block was named to The National Law Journal's "Appellate
Hot List" in recognition of our "precedent-setting victories" and
"impressive track record overall."

                       About Jenner & Block

Jenner & Block -- http://www.jenner.com-- is a national law firm
with approximately 480 attorneys and offices in Chicago, Los
Angeles, New York and Washington, D.C.  Celebrating its 100th
anniversary in 2014, the firm is known for its prominent and
successful litigation practice and experience handling
sophisticated and high-profile corporate transactions.  Firm
clients include Fortune 100 companies, large privately held
corporations, financial services institutions, emerging companies
and venture capital and private equity investors.  In 2013, The
American Lawyer magazine named Jenner & Block to the AmLaw A-List
recognizing the top 20 law firms in the country, for the second
consecutive year and the fifth time overall since the ranking was
established a decade ago.  The firm also has been named by
American Lawyer as the nation's leading pro bono firm in four of
the past six years.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Alfred Anyia
   Bankr. C.D. Cal. Case No. 14-10085
      Chapter 11 Petition filed January 7, 2014

In re Rodney Mojarro
   Bankr. C.D. Cal. Case No. 14-10097
      Chapter 11 Petition filed January 7, 2014

In re Sierra Pacific Recycling, Inc.
   Bankr. N.D. Cal. Case No. 14-30022
     Chapter 11 Petition filed January 7, 2014
         See http://bankrupt.com/misc/canb14-30022.pdf
         represented by: Gregory A. Rougeau, Esq.
                      GREENFIELD, SULLIVAN, DRAA & HARRINGTON, LLP
                         E-mail: rougeau@mrlawsf.com

In re Patrick Johannes
   Bankr. S.D. Cal. Case No. 14-00066
      Chapter 11 Petition filed January 7, 2014

In re William Balsamo
   Bankr. S.D. Fla. Case No. 14-10236
      Chapter 11 Petition filed January 7, 2014

In re Tysons National, Inc., a Maryland Corporation
        dba Tyson Buffet & Restaurant
   Bankr. D. Md. Case No. 14-10225
     Chapter 11 Petition filed January 7, 2014
         See http://bankrupt.com/misc/mdb14-10225.pdf
         represented by: Sharon C. Chu, Esq.
                         LAW OFFICES OF SHARON C. CHU
                         E-mail: sharon@sharonchulaw.com

In re Alpha Asbestos Abatement, Inc.
   Bankr. D. N.H. Case No. 14-10028
     Chapter 11 Petition filed January 7, 2014
         See http://bankrupt.com/misc/nhb14-10028.pdf
         represented by: Eleanor Wm. Dahar, Esq.
                         VICTOR W. DAHAR PROFESSIONAL ASSOCIATION
                         E-mail: edahar@att.net

In re Michael Mazzaglia
   Bankr. D. N.H. Case No. 14-10029
      Chapter 11 Petition filed January 7, 2014

In re Michael and Gloria Mazzaglia Family Trust
   Bankr. D. N.H. Case No. 14-10030
     Chapter 11 Petition filed January 7, 2014
         See http://bankrupt.com/misc/nhb14-10030.pdf
         represented by: Eleanor Wm. Dahar, Esq.
                         VICTOR W. DAHAR PROFESSIONAL ASSOCIATION
                         E-mail: edahar@att.net

In re Aim Properties Corp.
   Bankr. S.D.N.Y. Case No. 14-35021
     Chapter 11 Petition filed January 7, 2014
         See http://bankrupt.com/misc/nysb14-35021.pdf
         represented by: Ted T. Mozes, Esq.
                         TED MOZES, PLLC
                         E-mail: ttmozes@earthlink.net

In re Joseph Frey
   Bankr. W.D.N.Y. Case No. 14-10025
      Chapter 11 Petition filed January 7, 2014

In re Heskett Land Development Co., LLC
   Bankr. S.D. Ohio Case No. 14-50066
     Chapter 11 Petition filed January 7, 2014
         See http://bankrupt.com/misc/ohsb14-50066.pdf
         represented by: Matthew J. Thompson, Esq.
                         NOBILE & THOMPSON CO., L.P.A.
                         E-mail: lahennessy@ntlegal.com

In re Michael Jackson
   Bankr. M.D. Pa. Case No. 14-00059
      Chapter 11 Petition filed January 7, 2014

In re Samuel Segneri
   Bankr. W.D. Pa. Case No. 14-20064
      Chapter 11 Petition filed January 7, 2014

In re Gregory Wright
   Bankr. W.D. Tenn. Case No. 14-10038
      Chapter 11 Petition filed January 7, 2014

In re J Kun Corp.
   Bankr. W.D. Tenn. Case No. 14-20180
     Chapter 11 Petition filed January 7, 2014
         See http://bankrupt.com/misc/tnwb14-20180.pdf
         represented by: Ted I. Jones, Esq.
                         JONES & GARRETT LAW FIRM
                         E-mail: dtedijones@aol.com

In re Omar's Group, Inc.
        fka Omar's Financial Group, Inc.
   Bankr. N.D. Tex. Case No. 14-30207
     Chapter 11 Petition filed January 7, 2014
         See http://bankrupt.com/misc/txnb14-30207.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS, P.C.
                         E-mail: eric@ealpc.com

In re International Church of Overcomers, Inc.
   Bankr. N.D. Tex. Case No. 14-30216
     Chapter 11 Petition filed January 7, 2014
         See http://bankrupt.com/misc/txnb14-30216.pdf
         represented by: Mark Sean Toronjo, Esq.
                         TORONJO & PROSSER LAW
                         E-mail: ecf@t-plaw.com

In re Four Tigers Group, LLC
        dba Ceasars Reception Hall
   Bankr. S.D. Tex. Case No. 14-50004
     Chapter 11 Petition filed January 7, 2014
         See http://bankrupt.com/misc/txsb14-50004.pdf
         represented by: Adolfo Campero, Jr., Esq.
                         CAMPERO & ASSOCIATES, P.C.
                         E-mail: acampero@camperolaw.com
In re Alfred Awani
   Bankr. C.D. Cal. Case No. 14-10114
      Chapter 11 Petition filed January 8, 2014

In re Blake Bailey
   Bankr. C.D. Cal. Case No. 14-10364
      Chapter 11 Petition filed January 8, 2014

In re Vicente Vargas Perez
   Bankr. C.D. Cal. Case No. 14-10404
      Chapter 11 Petition filed January 8, 2014

In re Tom Smith Development I, Inc.
   Bankr. S.D. Fla. Case No. 14-10386
     Chapter 11 Petition filed January 8, 2014
         See http://bankrupt.com/misc/flsb14-10386.pdf
         represented by: Julie E Hough, Esq.
                         Polenberg, Cooper, Saunders, & Riesberg
                         E-mail: jhough@polenbergcooper.com

In re William Merlo
   Bankr. S.D. Fla. Case No. 14-10424
      Chapter 11 Petition filed January 8, 2014

In re Eva Person
   Bankr. N.D. Ill. Case No. 14-00522
      Chapter 11 Petition filed January 8, 2014

In re Marien Guzman
   Bankr. D. Mass. Case No. 14-10049
      Chapter 11 Petition filed January 8, 2014

In re Allan Zane
   Bankr. D. Nev. Case No. 14-50027
      Chapter 11 Petition filed January 8, 2014

In re Food Base Corp
   Bankr. E.D.N.Y. Case No. 14-70039
     Chapter 11 Petition filed January 8, 2014
         See http://bankrupt.com/misc/nyeb14-70039.pdf
         Filed Pro Se

In re Georgesville Center, LLC
   Bankr. S.D. Ohio Case No. 14-50101
     Chapter 11 Petition filed January 8, 2014
         See http://bankrupt.com/misc/ohsb14-50101.pdf
         represented by: Joshua James Brown, Esq.
                         THE LAW OFFICE OF JAMES BROWN, LLC
                         E-mail: josh@joshbrownesq.com

In re Felix Rodriguez Rodriguez
   Bankr. D.P.R. Case No. 14-00074
      Chapter 11 Petition filed January 8, 2014

In re Morris Hutson
   Bankr. D. S.C. Case No. 14-00165
      Chapter 11 Petition filed January 8, 2014

In re Jose J. Silva, M.D., P.A.
   Bankr. W.D. Tex. Case No. 14-30046
     Chapter 11 Petition filed January 8, 2014
         See http://bankrupt.com/misc/txwb14-30046.pdf
         represented by: E. P. Bud Kirk, Esq.
                         E-mail: budkirk@aol.com

In re Marie-Louise Pauson
   Bankr. W.D. Wash. Case No. 14-10121
      Chapter 11 Petition filed January 8, 2014

In re EDMS, LLC
   Bankr. W.D. Wash. Case No. 14-10123
     Chapter 11 Petition filed January 8, 2014
         See http://bankrupt.com/misc/wawb14-10123.pdf
         represented by: Thomas D. Neeleman, Esq.
                         THOMAS D. NEELEMAN, ESQ., L.C.
                         E-mail: courtmail@expresslaw.com

In re Jenco Properties, LLC
   Bankr. S.D. Ala. Case No. 14-00061
     Chapter 11 Petition filed January 9, 2014
         See http://bankrupt.com/misc/alsb14-00061.pdf
         represented by: Robert M. Galloway, Esq.
                         GALLOWAY WETTERMARK EVEREST RUTENS &
                         GAILLARD, LLP
                         E-mail: bgalloway@gallowayllp.com

In re Adi Halili
   Bankr. D. Ariz. Case No. 14-00317
      Chapter 11 Petition filed January 9, 2014

In re Tap House, LLC
   Bankr. C.D. Cal. Case No. 14-10155
     Chapter 11 Petition filed January 9, 2014
         See http://bankrupt.com/misc/cacb14-10155.pdf
         represented by: Amid T. Bahadori, Esq.
                         LAW OFFICES OF AMID T. BAHADORI
                         E-mail: atb@bahadorilaw.com

In re Labour of Love Church of God in Christ
   Bankr. E.D. Cal. Case No. 14-20196
     Chapter 11 Petition filed January 9, 2014
         See http://bankrupt.com/misc/caeb14-20196.pdf
         Filed Pro Se

In re Patrick Greenwell
   Bankr. E.D. Cal. Case No. 14-90032
      Chapter 11 Petition filed January 9, 2014

In re EG Holdings
   Bankr. S.D. Fla. Case No. 14-10510
     Chapter 11 Petition filed January 9, 2014
         See http://bankrupt.com/misc/flsb14-10510.pdf
         Filed Pro Se

In re Donald Krihak
   Bankr. N.D. Ill. Case No. 14-00574
      Chapter 11 Petition filed January 9, 2014

In re The Works Fun Center LLC
   Bankr. D. Md. Case No. 14-10367
     Chapter 11 Petition filed January 9, 2014
         See http://bankrupt.com/misc/mdb14-10367.pdf
         represented by: Taiwo A. Agbaje,Esq.
                         AGBAJE LAW FIRM, P.C.
                         E-mail: agbajelaw1@aol.com

In re Northhaven Village, LLC
   Bankr. W.D. Mo. Case No. 14-40072
     Chapter 11 Petition filed January 9, 2014
         See http://bankrupt.com/misc/mowb14-40072.pdf
         represented by: Shane J. McCall, Esq.
                         LENTZ CLARK DEINES, P.A.
                         E-mail: smccall@lcdlaw.com

In re Netcong Auto Restoration LLC
   Bankr. D.N.J. Case No. 14-10338
     Chapter 11 Petition filed January 9, 2014
         See http://bankrupt.com/misc/njb14-10338.pdf
         represented by: Thaddeus R. Maciag, Esq.
                         MACIAG LAW, LLC
                         E-mail: MaciagLaw1@aol.com

In re Wilson Avenue Management Corp.
   Bankr. E.D.N.Y. Case No. 14-40083
     Chapter 11 Petition filed January 9, 2014
         See http://bankrupt.com/misc/nyeb14-40083.pdf
         represented by:  Narissa A. Joseph, Esq.
                          LAW OFFICE OF NARISSA JOSEPH
                          E-mail: njosephlaw@aol.com

In re Sheepless Nights, LLC
   Bankr. E.D.N.C Case No. 14-00176
     Chapter 11 Petition filed January 9, 2014
         See http://bankrupt.com/misc/nceb14-00176.pdf
         represented by: Jason L. Hendren, Esq.
                         HENDREN & MALONE, PLLC
                         E-mail: jhendren@hendrenmalone.com

In re Geoffrey Edelsten
   Bankr. S.D. Ohio Case No. 14-30055
      Chapter 11 Petition filed January 9, 2014

In re Geoffrey W. Edelsten
   Bankr. S.D. Ohio Case No. 14-30055
     Chapter 11 Petition filed January 9, 2014
         See http://bankrupt.com/misc/ohsb14-30055.pdf
         represented by: J. Matthew Fisher. Esq.
                         ALLEN, KUEHNLE STOVALL & NEUMAN, LLP
                         E-mail: fisher@aksnlaw.com

In re Carolyn Matlak
   Bankr. W.D. Pa. Case No. 14-20117
      Chapter 11 Petition filed January 9, 2014

In re Everlasting Home Health Care, Inc.
   Bankr. W.D. Tex. Case No. 14-50123
     Chapter 11 Petition filed January 9, 2014
         See http://bankrupt.com/misc/txwb14-50123.pdf
         represented by: James Samuel Wilkins, Esq.
                         WILLIS & WILKINS, LLP
                         E-mail: jwilkins@stic.net

In re Arihant Trading Company, Inc.
   Bankr. E.D. Va. Case No. 14-10099
     Chapter 11 Petition filed January 9, 2014
         See http://bankrupt.com/misc/vaeb14-10099.pdf
         represented by: Rachael Hammer, Esq.
                         THE BURGER LAW FIRM, PLLC
                         E-mail: hammer@randblawgroup.com

In re Patmar Properties, LLC
   Bankr. W.D. Wash. Case No. 14-10131
     Chapter 11 Petition filed January 9, 2014
         See http://bankrupt.com/misc/wawb14-10131.pdf
         represented by: Matthew J Cunanan, Esq.
                         DC LAW GROUP NW, PLLC
                         E-mail: matthew@dclglawyers.com

In re Leonard Kronen
   Bankr. M.D. Fla. Case No. 14-10477
      Chapter 11 Petition filed January 10, 2014

In re Blue Ribbon Bossums, LLC
   Bankr. S.D. Fla. Case No. 14-10614
     Chapter 11 Petition filed January 10, 2014
         See http://bankrupt.com/misc/flsb14-10614.pdf
         represented by: Richard Siegmeister, Esq.
                         RICHARD SIEGMEISTER, P.A.
                         E-mail: rspa111@att.net

In re Dynamic Wrecking & Excavation, Inc.
   Bankr. N.D. Ill. Case No. 14-00748
     Chapter 11 Petition filed January 10, 2014
         See http://bankrupt.com/misc/ilnb14-00748.pdf
         represented by: O. Allan Fridman, Esq.
                         WALLACH MICHALEC FRIDMAN, P.C.
                         E-mail: allanfridman@gmail.com

In re Rafael Rodriguez
   Bankr. D. Md. Case No. 14-10477
      Chapter 11 Petition filed January 10, 2014

In re Quevent Enterprise
   Bankr. S.D.N.Y. Case No. 14-10032
     Chapter 11 Petition filed January 10, 2014
         See http://bankrupt.com/misc/nysb14-10032.pdf
         Filed Pro Se

In re Grant Vinokur, Inc.
   Bankr. W.D.N.Y. Case No. 14-10056
     Chapter 11 Petition filed January 10, 2014
         See http://bankrupt.com/misc/nywb14-10056.pdf
         represented by: Arthur G. Baumeister, Jr., Esq.
                         AMIGONE, SANCHEZ, MATTREY & MARSHALL, LLP
                         E-mail: abaumeister@amigonesanchez.com

In re Jeffrey Thiessen
   Bankr. M.D. Tenn. Case No. 14-00178
      Chapter 11 Petition filed January 10, 2014

In re Cocktails Are Us, Inc.
   Bankr. N.D. Tex. Case No. 14-30264
     Chapter 11 Petition filed January 10, 2014
         See http://bankrupt.com/misc/txnb14-30264.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS, P.C.
                         E-mail: eric@ealpc.com

In re MTS of Wisconsin, Ltd.
   Bankr. W.D. Wis. Case No. 14-10095
     Chapter 11 Petition filed January 12, 2014
         See http://bankrupt.com/misc/wiwb14-10095.pdf
         represented by: Galen W. Pittman, Esq.
                         PITTMAN AND PITTMAN LAW OFFICES, LLC
                         E-mail: galenpittman@centurytel.net
In re Philip Canale
   Bankr. D. Ariz. Case No. 14-00375
      Chapter 11 Petition filed January 13, 2014

In re Phoenix AZ Powersweep, Inc.
   Bankr. D. Ariz. Case No. 14-00386
     Chapter 11 Petition filed January 13, 2014
         See http://bankrupt.com/misc/azb14-00386.pdf
         represented by: Allan D. Newdelman, Esq.
                         ALLAN D. NEWDELMAN, P.C.
                         E-mail: anewdelman@qwestoffice.net

In re Douglas Carroll
   Bankr. D. Ariz. Case No. 14-00414
      Chapter 11 Petition filed January 13, 2014

In re Corazon Trissel
   Bankr. N.D. Cal. Case No. 14-30046
      Chapter 11 Petition filed January 13, 2014

In re Information Technology Executives, Inc.
   Bankr. M.D. Fla. Case No. 14-00138
     Chapter 11 Petition filed January 13, 2014
         See http://bankrupt.com/misc/flmb14-00138.pdf
         represented by: Rehan N. Khawaja, Esq.
                       BANKRUPTCY LAW OFFICES OF REHAN N. KHAWAJA
                         E-mail: khawaja@fla-bankruptcy.com

In re Pit Stop Portable Toilets of Tallahassee, Inc.
   Bankr. N.D. Fla. Case No. 14-40025
     Chapter 11 Petition filed January 13, 2014
         See http://bankrupt.com/misc/flnb14-40025.pdf
         represented by: Thomas B. Woodward, Esq.
                         E-mail: woodylaw@embarqmail.com

In re Audrey Vergez
   Bankr. S.D. Fla. Case No. 14-10779
      Chapter 11 Petition filed January 13, 2014

In re American Walk-in, Inc.
   Bankr. S.D. Fla. Case No. 14-10780
     Chapter 11 Petition filed January 13, 2014
         See http://bankrupt.com/misc/flsb14-10780.pdf
         represented by: Charles D. Franken, Esq.
                         CHARLES D. FRANKEN, P.A.
                         E-mail: frankencdf@aol.com

In re Juan Williams
   Bankr. S.D. Fla. Case No. 14-10791
      Chapter 11 Petition filed January 13, 2014

In re Phillip Latoria
   Bankr. N.D. Ill. Case No. 14-00827
      Chapter 11 Petition filed January 13, 2014

In re Kenetha Chau
   Bankr. E.D. La. Case No. 14-10059
      Chapter 11 Petition filed January 13, 2014

In re Key Hotel Corporation
        dba Travel Inn
   Bankr. E.D. Mich. Case No. 14-40349
     Chapter 11 Petition filed January 13, 2014
         See http://bankrupt.com/misc/mieb14-40349.pdf
         represented by: Nicholas Reyna, Esq.
                         LAW OFFICES OF NICHOLAS A. REYNA, P.C.
                         E-mail: nickreyna7@hotmail.com

In re Northland Builders of Princeton, Inc.
   Bankr. D. Minn. Case No. 14-40116
     Chapter 11 Petition filed January 13, 2014
         See http://bankrupt.com/misc/mnb14-40116.pdf
         represented by: Steven B. Nosek, Esq.
                         STEVEN B. NOSEK, P.A.
                         E-mail: snosek@noseklawfirm.com

In re Stephanie Cornell
   Bankr. D. Md. Case No. 14-10565
      Chapter 11 Petition filed January 13, 2014

In re Carmine Alessandro
   Bankr. S.D.N.Y. Case No. 14-22043
      Chapter 11 Petition filed January 13, 2014

In re Buhre Beverage Distribution, Inc.
   Bankr. S.D.N.Y. Case No. 14-22048
     Chapter 11 Petition filed January 13, 2014
         See http://bankrupt.com/misc/nysb14-22048.pdf
         represented by: Anne J. Penachio, Esq.
                         PENACHIO MALARA, LLP
                         E-mail: apenachio@pmlawllp.com

In re Calvert & Melton Investments, LLC
   Bankr. W.D.N.C. Case No. 14-10017
     Chapter 11 Petition filed January 13, 2014
         See http://bankrupt.com/misc/ncwb14-10017.pdf
         represented by: Benson T. Pitts, Esq.
                         PITTS, HAY & HUGENSCHMIDT, P.A.
                         E-mail: ben@phhlawfirm.com

In re Timothy Stafford
   Bankr. D. Ore. Case No. 14-60079
      Chapter 11 Petition filed January 13, 2014

In re Burris Transfer & Storage Company
   Bankr. E.D. Tex. Case No. 14-10029
     Chapter 11 Petition filed January 13, 2014
         See http://bankrupt.com/misc/txeb14-10029.pdf
         represented by: Robert E. Barron, Esq.
                         ROBERT E. BARRON, P.C.
                         E-mail: ecffiling@rbarronlaw.com

In re Marcair, Inc.
   Bankr. E.D. Tex. Case No. 14-40103
     Chapter 11 Petition filed January 13, 2014
         See http://bankrupt.com/misc/txeb14-40103.pdf
         represented by: Daniel C. Durand, III, Esq.
                         DURAND & ASSOCIATES, P.C.
                         E-mail: bankruptcy@durandlaw.com

In re Lester Novy
   Bankr. S.D. Tex. Case No. 14-30336
      Chapter 11 Petition filed January 13, 2014

In re Abundant Life International Church of God in Christ
   Bankr. S.D. Tex. Case No. 14-30337
     Chapter 11 Petition filed January 13, 2014
         See http://bankrupt.com/misc/txsb14-30337.pdf
         represented by: Frank John Maida, Esq.
                         MAIDA LAW FIRM, P.C.
                         E-mail: maidalawfirm@gt.rr.com
In re Guadalupe Aviles
   Bankr. D. Ariz. Case No. 14-00470
      Chapter 11 Petition filed January 14, 2014

In re Guadalupe Aviles
   Bankr. D. Ariz. Case No. 14-00470
     Chapter 11 Petition filed January 14, 2014
         See http://bankrupt.com/misc/azb14-00470.pdf
         represented by: James P. Webster, Esq.
                         JAMES PORTMAN WEBSTER LAW OFFICE, PLC
                         E-mail: jim@jpwlegal.com

In re Michael Kessler
   Bankr. C.D. Cal. Case No. 14-10717
      Chapter 11 Petition filed January 14, 2014

In re Evans Production Co-Op, LLC
   Bankr. C.D. Cal. Case No. 14-10757
     Chapter 11 Petition filed January 14, 2014
         See http://bankrupt.com/misc/cacb14-10757.pdf
         represented by: Johnny Kim, Esq.
                         J KIM, APLC
                         E-mail: jkim@jkimlaw.com

In re Shou Wang
   Bankr. N.D. Cal. Case No. 14-50146
      Chapter 11 Petition filed January 14, 2014

In re Elliott Chatman
   Bankr. M.D. Fla. Case No. 14-00148
      Chapter 11 Petition filed January 14, 2014

In re Scott Wendler
   Bankr. M.D. Fla. Case No. 14-00155
      Chapter 11 Petition filed January 14, 2014

In re Alpha-Tech Aviation Services, Inc.
   Bankr. S.D. Fla. Case No. 14-10804
     Chapter 11 Petition filed January 14, 2014
         See http://bankrupt.com/misc/flsb14-10804.pdf
         represented by: Julie E. Hough, Esq.
                         POLENBERG, COOPER, SAUNDERS, & RIESBERG
                         E-mail: jhough@polenbergcooper.com

In re James Houlihan
   Bankr. D. Mass. Case No. 14-40045
      Chapter 11 Petition filed January 14, 2014

In re Cameco Technologies, LLC
        dba Cameco Computers
   Bankr. D. Minn. Case No. 14-30110
     Chapter 11 Petition filed January 14, 2014
         See http://bankrupt.com/misc/mnb14-30110.pdf
         represented by: Steven B. Nosek, Esq.
                         STEVEN B. NOSEK, P.A.
                         E-mail: snosek@noseklawfirm.com

In re Robert Pennington
   Bankr. D. N.M. Case No. 14-10074
      Chapter 11 Petition filed January 14, 2014

In re Anthony Pantaleone
   Bankr. S.D.N.Y. Case No. 14-35051
      Chapter 11 Petition filed January 14, 2014

In re Armand Kranick
   Bankr. E.D.N.C. Case No. 14-00263
      Chapter 11 Petition filed January 14, 2014

In re Defense Solutions Holding, Inc.
   Bankr. E.D. Pa. Case No. 14-10333
     Chapter 11 Petition filed January 14, 2014
         See http://bankrupt.com/misc/paeb14-10333.pdf
         represented by: Jeffrey D. Servin, Esq.
                         E-mail: jdservin@comcast.net

In re Domingo Martinez Santiago
   Bankr. D.P.R. Case No. 14-00165
      Chapter 11 Petition filed January 14, 2014

In re Melvin Alvarado Reyes
   Bankr. D.P.R. Case No. 14-00169
      Chapter 11 Petition filed January 14, 2014

In re Alfredo Figueroa Suarez
   Bankr. D.P.R. Case No. 14-00172
      Chapter 11 Petition filed January 14, 2014

In re Practice Solutions Group, LLC
   Bankr. E.D. Tex. Case No. 14-40108
     Chapter 11 Petition filed January 14, 2014
         See http://bankrupt.com/misc/txeb14-40108.pdf
         represented by: Joyce W. Lindauer, Esq.
                         JOYCE W. LINDAUER, ATTORNEY AT LAW
                         E-mail: courts@joycelindauer.com



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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