TCR_Public/140129.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, January 29, 2014, Vol. 18, No. 28

                            Headlines

11 BURTIS AVENUE: Case Summary & 13 Largest Unsecured Creditors
12 BURTIS AVENUE: Case Summary & 5 Largest Unsecured Creditors
ADAYANA INC: Court Extends Cash Collateral Use Until Feb. 13
AFFINIA GROUP: S&P Affirms 'B' Corporate Credit Rating
AMERICAN AIRLINES: Enters Into Bargaining Agreement with AFA

AMERICAN AIRLINES: New Co. Sees Revenue Opportunities From Merger
APPLEILLINOIS LLC: Applebee's Not Entitled to Attorneys' Fees
ARROW ALUMINUM: U.S. Trustee Wants Chapter 11 Case Dismissed
ATHABASCA OIL: S&P Alters Outlook to Negative & Affirms 'CCC+' CCR
BERNARD L MADOFF: Ex-Aide Knew of Scheme to Pay His Son, Jury Told

CDC CORP: AIG to Pay $6M to Settle Suit Over D&O Coverage
CHUKCHANSI ECONOMIC: Moody's Withdrews 'Ca' Corp. Family Rating
CYBRDI INC: Has $160,405 Net Loss in Third Quarter
D.E.I. SYSTEMS: Dist. Court Cites Safe Harbor Provision in Ruling
DEJOUR ENERGY: NYSE MKT Accepts Listing Compliance Plan

DOTS LLC: Schedules Filing Date Extended Until Feb. 21
DOTS LLC: Can Employ Donlin Recano as Claims & Noticing Agent
DOTS LLC: Section 341(a) Meeting Set on February 26
DUANE MICHAEL: KFC of Coeur D'Alene Wins Approval of Exit Plan
DW INVESTMENTS: Foreclosure Sale Set for March 13

E. H. MITCHELL: Files Schedules of Assets and Liabilities
E. H. MITCHELL: U.S. Trustee Appoints 3-Member Creditors Panel
ECREATIVEWORKS INC: Case Summary & 20 Largest Unsecured Creditors
EDISON MISSION: Retirees Seek Appointment of Official Committee
ELIZABETH ARDEN: Moody's Assigns B1 Rating on $100MM Add-on Notes

ELIZABETH ARDEN: S&P Affirms BB- Notes Rating After $100MM Add-on
EXCEL MARITIME: Court Confirms Amended Joint Chapter 11 Plan
FAIRBANKS SELF STORAGE: Foreclosure Sale Set for March 13
FIRSTPLUS FINANCIAL: Lucchese Assoc. Wants More Wiretap Evidence
FISKER AUTOMOTIVE: Court OKs Beilinson as Restructuring Advisor

FISKER AUTOMOTIVE: Can Borrow up to $13.1 Million in DIP Loans
FLETCHER INTERNATIONAL: Court Approves Disclosure Statement
FLETCHER LEISURE: Obtains Permanent Stay vs. All US Proceedings
FLETCHER LEISURE: U.S. Court Approves Sale of All Assets
FLINTKOTE CO: Court OKs Dr. Timothy Wyant as Claims Consultant

FLORIDA GAMING: Committee Seeks to Limit Lender's Credit Bid
FLOWER FACTORY: Trust Wins Judgment Against Magic Creations
FOREST LABORATORIES: Moody's Rates New Senior Notes 'Ba1'
GMG CAPITAL: Loses Exclusivity; VC Fund May File Own Plan
HARLAND CLARKE: Moody's Says Upsized Loan No Impact on 'B2' CFR

HUNTER DEFENSE: Moody's Lowers CFR to 'Caa2'; Outlook Stable
J.C. PENNEY: Amends Poison Pill Plan
JAMESPORT DEVELOPMENT: Section 341(a) Meeting Set on Feb. 21
JENSEN-BYRD: Foreclosure Auction Set for March 12
JOHN C. HILL: Has Access to Cash Collateral Through Feb. 25

LANSING TRADE: S&P Assigns 'B+' CCR & Rates $175MM Notes 'B+'
LAWRENCE WILEY: Deere Credit's $96,000 Admin. Claim Rejected
LIFECARE HOLDINGS: Court Grants Dismissal of Ch. 11 Cases
LILY GROUP: IPL, LC Energy Object to Sale, Breakup Fee
LLS AMERICA: Trustee Wins $10,200 Judgment Against Wares

MARTIFER SOLAR: Seeks Authority to Tap $5.0-Mil. in DIP Loans
MARTIFER SOLAR: Seeks to Use Cathay Bank's Cash Collateral
MI PUEBLO: Court Issues 11th Interim Cash Collateral Order
MI PUEBLO: Jan. 30 Hearing on Bid to Extend Lease Decision Period
MI PUEBLO: Piper Jaffray Defends Compensation Structure

MONTREAL MAINE: Court Okays Sale of All Assets to Fortress Unit
MONTREAL MAINE: Baker Newman Okayed as Ch. 11 Trustee's Accountant
MONTREAL MAINE: Court Denies WD Claimants' Bid to Disband Panel
MSI CORP: Parente Beard Approved to Handle Financial Records
NORTH LAS VEGAS, NV: Moody's Cuts Debt Rating to Ba3; Outlook Neg

OCZ TECHNOLOGY: Meeting to Form Creditors' Panel on Feb. 5
ORMET CORP: Seeks Termination of Evercore's Engagement
PATTERSON PARK: Fitch Affirms BB+ Rating on $13.5-Mil. Bonds
PEROXYCHEM LLC: Moody's Gives B3 CFR, Rates $155MM Secured Debt B2
POWELL STEEL: Judge Dismisses Chapter 11 Case

RADIO ONE: Moody's Hikes CFR to B3 & Rates 335MM Sub. Notes Caa2
RADIO ONE: S&P Rates $335MM Sr. Subordinated Notes 'CCC'
RESIDENTIAL CAPITAL: "Jenkins" Wrongful Foreclosure Suit Dismissed
RESIDENTIAL CAPITAL: "Pruitt" Wrongful Foreclosure Suit Dismissed
SIMPLY WHEELZ: Sells Rent-A-Car Reservations to Dollar

SOUND SHORE: GECC Wants to Compel Decision on Lease
SOUND SHORE: Allscripts to Provide Post-Closing Services
SOUND SHORE: Seeks Extension of Plan Filing Deadline to April 24
SOUND SHORE: Court OKs Agreement Modifying Asset Purchase Pact
SOUNDVIEW ELITE: Court Denies Request to Dismiss Chapter 11 Cases

SOUNDVIEW ELITE: SPV and Limited Debtors to Have Ch.11 Trustee
SOUTH LAKES DAIRY: Blakeley Firm Wins $86,600 in Fees
SR REAL ESTATE: Lenders Object to Bid to Vacate SARE Order
STANFORD GROUP: Receiver Asks High Court to Clarify Standing
STAR DYNAMICS: Can Employ Allen Kuehnle as Bankruptcy Attorneys

STAR DYNAMICS: May Hire Womble Carlyle as Special Counsel
STAR DYNAMICS: Files Schedules of Assets and Liabilities
STEPHEN ENGLAND: Ohio Appeals Court Flips Ruling in Adams Suit
STEPHEN YELVERTON: Settlement Order Won't Be Stayed Pending Appeal
T-L BRYWOOD: Feb. 27 Hearing on Continued Cash Collateral Use

TAMINCO GLOBAL: S&P Assigns 'BB-' Rating to Sr. Secured Facilities
THELEN LLP: Trustee, Robinson & Cole Settle Clawback Suit
VAUGHAN COMPANY: Suit vs. Dr. Eberhard Goes to Trial
VAUGHAN COMPANY: Suit vs. Craig Fenton et al. Goes to Trial
VELTI INC: Changes Name and Case Caption Following Sale

XG TECHNOLOGY: Posts $15.93-Mil. Net Loss in Q3 Ended Sept. 30
XL-ID SOLUTIONS: Majority of Creditors Approve Proposal Under BIA
XTREME POWER: Section 341(a) Meeting Scheduled for Feb. 26

* Cohen Wanted Trades Hidden From SAC Employees
* SAC's Counsel Testifies at Trial in Unexpected Move by Defense
* Hedge Funds Sniff for Even Bigger Payouts From Banks
* Hedge Funds Assets Increase 17 Percent to Record $2.63 Trillion
* New Medicare Funding Cuts to Spur Provider Closures & Job Loss

* Marks Paneth Appoints Vivian Martinez as New Real Estate Partner
* Matthew Boxer Rejoins Lowenstein Sandler as Partner
* Ronald Artinian Nominated as FII's "Trustee of the Year"
* Stutman Treister's John Shaffer Jumps to Quinn Emanuel

* Upcoming Meetings, Conferences and Seminars


                             *********


11 BURTIS AVENUE: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 11 Burtis Avenue, LLC
        117 Turtleback Road
        New Canaan, CT 06840

Case No.: 14-50101

Chapter 11 Petition Date: January 24, 2014

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Hon. Alan H.W. Shiff

Debtor's Counsel: Douglas S. Skalka, Esq.
                  NEUBERT, PEPE, AND MONTEITH, P.C.
                  195 Church Street, 13th Floor
                  New Haven, CT 06510
                  Tel: (203) 821-2000
                  Fax: 203-821-2009
                  Email: dskalka@npmlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert J. Cuda, member.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb14-50101.pdf


12 BURTIS AVENUE: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 12 Burtis Avenue, LLC
        117 Turtleback Road
        New Canaan, CT 06840

Case No.: 14-50102

Chapter 11 Petition Date: January 24, 2014

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Hon. Alan H.W. Shiff

Debtor's Counsel: Douglas S. Skalka, Esq.
                  NEUBERT, PEPE, AND MONTEITH, P.C.
                  195 Church Street, 13th Floor
                  New Haven, CT 06510
                  Tel: (203) 821-2000
                  Fax: 203-821-2009
                  Email: dskalka@npmlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert J. Cuda, member.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb14-50102.pdf


ADAYANA INC: Court Extends Cash Collateral Use Until Feb. 13
------------------------------------------------------------
The Hon. Robyn L. Moberly of the U.S. Bankruptcy Court for the
Southern District of Indiana entered an order extending the
termination date for Adayana, Inc.'s use of cash collateral until
Feb. 13, 2014.

As reported by the Troubled Company Reporter on Dec. 19, 2013, the
Court approved the agreed order modifying the termination date in
the final order dated Nov. 12, 2013, authorizing the Debtor to use
cash collateral, and incur postpetition debt, until Jan. 14, 2014.
The extension would allow the Debtor to close the sale of
substantially all of its assets to AVX Learning LLC and preserve
the value of the Debtor's assets as a going concern pending such
closing.

Under the terms of the Final DIP Order, the termination date for
the postpetition financing was Dec. 15, 2013.  However, that date
could be extended by agreement of AVX and a Court order.

In a filing dated Jan. 14, 2014, the Debtor requested, and AVX has
agreed, to extend the Termination Date for a period of 30 days
from Jan. 14, 2014, through and including Feb. 13, 2014.  This
extension should allow the Debtor to wind up its affairs and avoid
any unpaid administrative expenses.

In the second agreed entry modifying the termination date, the
Debtor and AVX noted that the Debtor's postpetition financing,
which was approved and authorized in the Court's final order,
expired on Dec. 15, 2013, but was extended to Jan. 14, 2014.  The
sale of substantially all of the Debtor's assets to AVX closed on
Jan. 10, 2014.  However, the wind up of the Debtor's affairs
wasn't scheduled to be done by Jan. 14, 2014.  The Debtor and AVX
sought to extend the final DIP order's termination date as to the
use of cash collateral for an additional 30 days from Jan. 14,
through and including Feb. 13.  This extension of the termination
date is for the Debtor's continuing use of cash collateral in
accordance with the budget, and won't result in any further
advances under the postpetition credit agreement, Michael P.
O'Neil, Esq., at Taft Stettinius & Hollister LLP, the attorney for
the Debtor, said.

The final maturity date of the postpetition credit agreement will
be deemed to have occurred on Jan. 14, 2014.

AVX is represented by:

         Jeremy M. Downs, Esq.
         GOLDBERG KOHN LTD.
         55 East Monroe Street, Suite 3300
         Chicago, IL 60603
         Tel: (312) 201-4000
         Fax: (312) 332-2196
         E-mail: jeremy.downs@goldbergkohn.com

                        About Adayana, Inc.

Adayana, Inc., is a holding company, incorporated under the laws
of the state of Minnesota.  Its primary assets are its equity
ownership interests in two separate operating companies, ABG, an
Adayana Company, and Vertex Solutions, Inc., one of which is
headquartered in Indianapolis, and the other in Virginia.  Both
operating companies are in the "human capital" business, providing
an array of technology-based consulting and training services.

Adayana valued the subsidiaries' stock at $8 million to
$12 million as of March 31, 2013.  It also owns personal
property with book value of $949,280.

Adayana, along with its two subsidiaries, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No.
13-10919) on Oct. 14, 2013.

The Debtors are represented by Michael P. O'Neil, Esq., at Taft
Stettinius & Hollister LLP, in Indianapolis, Indiana.

Nancy J. Gargula, the United States Trustee for Region 10, said
that an official committee under 11 U.S.C. Sec. 1102 has not been
appointed in the bankruptcy case of Adayana, Inc.


AFFINIA GROUP: S&P Affirms 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Affinia Group Intermediate Holdings
Inc.  At the same time, S&P affirmed its issue-level ratings on
the debt issued by the company's subsidiary, Affinia Group Inc.

"The affirmations reflect our view that the proposed divestiture
and expected debt paydown will have a neutral effect on Affinia's
debt leverage and will not impair our assessment of the company's
business risk profile," said Standard & Poor's credit analyst
Nancy Messer.  "The affirmations also reflect our expectation that
Affinia's EBITDA margins will continue to improve through
concerted efforts to lower selling, general, and administrative
expense, as well as through shifting the manufacturing footprint
into low cost regions from higher-cost Western countries."

Affinia is an aftermarket participant in the global automotive
industry and the parent of the borrower Affinia Group Inc.  The
company plans to use the transaction proceeds, which it estimates
to be $150 million, to lower outstanding debt.

Affinia's debt leverage, by S&P's calculation, remains very high
since it exceeded 6x for the 12 months ended Sept. 30, 2013.
Still, the net proceeds from the proposed transaction will allow
the company to maintain debt leverage of about 6.3x (adjusted for
factoring and operating leases).  Liquidity remains "adequate," in
S&P's view, because the company will have availability
(constrained by a lower borrowing base following the divestiture
and by letters of credit) of at least $70 million on its undrawn
$175 million revolver and about $85 million of cash on hand
following the transaction.  S&P also expects Affinia to generate
about $40 million of free operating cash flow in 2014.

The proposed chassis division divestiture is consistent with the
company's business strategy, which is focused on geographically
expanding its filtration business.  Affinia's light-vehicle
filters are typically nondiscretionary purchases.  However, they
are highly correlated to vehicle miles driven, which in the U.S.
have fallen from their mid-2008 peak because of the drop in
consumer confidence, the high unemployment rate, and the
relatively high gasoline prices.  While this divestiture will
reduce the diversity of Affinia's product portfolio, the chassis
division, (which includes steering, suspension, and driveline
components), represent a relatively small part of the company's
total business (totaling about 13% of sales in 2012).

The outlook is stable.  S&P believes the company's ongoing
restructuring should produce a sustainable EBITDA margin of 12% or
better by 2015.  S&P estimates that the company can generate
$40 million in annual free operating cash flow, on average, in
2014 and 2015.  Debt leverage should remain near 6.0x, or less,
and FOCF to total debt will likely remain below 5%.

S&P could lower the rating if Affinia cannot generate a
significant amount FOCF in the year ahead to maintain adequate
liquidity.  S&P could also lower the rating if the company
finances acquisitions or a dividend to the sponsor with debt,
which could lead to leverage consistently above our expectation of
6.0x and lower financial flexibility to deal with potential
cyclical downturns in the economy.  For example, S&P estimates
that if EBITDA margins fall about 100 basis points from the levels
in 2013, with no reduction in debt, its rating expectations for
positive free operating cash flow might not be achieved.

Although unlikely, S&P could raise its rating on Affinia if debt
to EBITDA improves significantly to less than 5x, FOCF to debt
exceeds 5%, and S&P believes these improved ratios can be
sustained.  Still, S&P believes the company is unlikely to achieve
better credit ratios in the year ahead because of relatively weak
U.S. aftermarket demand and the company's aggressive use of debt
to maximize shareholder returns.


AMERICAN AIRLINES: Enters Into Bargaining Agreement with AFA
------------------------------------------------------------
The Association of Flight Attendants on Jan. 27 disclosed that the
unions representing each pre-merger Flight Attendant group at the
new American Airlines reached an unprecedented agreement with
Company management last week on bargaining for a joint contract.
The Association of Flight Attendants-CWA represents the pre-merger
US Airways workgroup while the Association of Professional Flight
Attendants represents the pre-merger American workgroup.

"Flight Attendants at the new American Airlines deserve a contract
which reflects our contributions in making this merger possible,"
said Roger Holmin, MEC President, AFA.  "We look forward to
joining with our flying partners at American and fighting for the
contract we deserve."

"Flight Attendants have proven once again that hard work and
cooperation pay big dividends," said APFA President Laura Glading.
"Throughout American's bankruptcy and this merger, Flight
Attendants worked together to blaze our own trail.  At the end of
the trail is the joint contract that represents how hard we've
worked and how successful the new American will be.  Today, that
end is in sight."

The final agreement is based on the deal AFA and APFA reached in
December.  The unions will be negotiating with the Company to
finally achieve the great contract we deserve.  Under the
accelerated timeline in the agreement, all of the Flight
Attendants at the new American will be reaping the merger's
benefits by February 2015 at the latest -- an unprecedented
timetable in airline mergers.

The agreement between AFA and APFA also provides that pre-merger
US Airways Flight Attendants will become APFA members.  Therefore,
that agreement will need to be ratified by a vote of the pre-
merger US Airways Flight Attendants.  In that same balloting,
those Flight Attendants also will be voting to approve the
negotiations procedures that AFA, APFA and the Company have agreed
upon.  Balloting will begin within 10 days and conclude within 40
days.

Following ratification, negotiations with management will follow
an expedited timeline and the combined Flight Attendant group will
have a new joint agreement within a year.

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

                     About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: New Co. Sees Revenue Opportunities From Merger
-----------------------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reported that
American Airlines Group Inc. has identified $400 million in new
annual revenue it expects to gain from changing its schedule,
President Scott Kirby said on Jan. 28, as the carrier reported its
first quarterly result since its combination with US Airways last
month.

According to the report, Mr. Kirby said the revenue would come
from reorganizing flights in and out of three former American hubs
-- Miami, Dallas and Chicago -- in the coming year or so. He said
"there is a list of probably 100 items" between the two companies
that could yield additional revenue, and expressed confidence the
company can beat its financial targets this year.

The new American, whose Dec. 9 merger made it the world's largest
airline by traffic, said it had a net loss of $2 billion in the
December quarter, including $2.4 billion of special charges, the
report said.  That compared with a net profit of $262 million,
including $350 million of special credits, the year before.

The latest and year-earlier fourth-quarter results, formulated
under Generally Accepted Accounting Principles, cover the old
American Airlines, but add in 22 days of US Airways results in the
2013 quarter, the report related.  The new company said a more
meaningful gauge is to combine both carriers' results for the full
quarter in both years.

By that pro forma measure, and excluding the special charges and
credits, the two reported profit of $436 million, compared with a
year-earlier loss of $42 million, the report further related.  The
adjusted result in the latest quarter was 59 cents a diluted
share, four pennies better than Wall Street had expected.

                     About American Airlines

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

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

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

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

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

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

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

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

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


APPLEILLINOIS LLC: Applebee's Not Entitled to Attorneys' Fees
-------------------------------------------------------------
Bankruptcy Judge Tracey N. Wise in Covington, Kentucky, ruled that
Applebee's International, Inc., is not entitled to recover
attorney fees in the amount of $278,269, from AppleIllinois,
L.L.C., the operator of 33 Applebee's restaurants.  Applebee's the
fees constitute part of the cure amount due to it upon the
Debtor's assumption and assignment of certain franchise agreements
between the Franchisor and the Debtor.  A copy of Judge Wise's
Jan. 24, 2014 Memorandum Opinion and Order is available at
http://is.gd/9IaP5ofrom Leagle.com.

Crestview Hills, Kentucky-based AppleIllinois, L.L.C., the
operator of 33 Applebee's restaurants, filed its chapter 11
petition (Bankr. E.D. Ky. Case No. 13-20723) on April 22, 2013.
Through the bankruptcy, the Debtor sought to sell its restaurants
via an auction process.  An order establishing procedures to
conduct the auction and procedures for assumption and assignment
of executory contracts and unexpired leases was entered on May 9,
2013.  The auction was held on June 5, 2013, and RMH Illinois,
LLC, was identified as the successful bidder.  RMH agreed to
purchase 15 of the restaurants and intended to operate them as
Applebee's restaurants.  The second amended asset purchase
agreement between the Debtor and RMH was approved by an order
entered on June 14, 2013.

The Debtor is represented by Ellen Arvin Kennedy, Esq. --
dsbankruptcy@dinslaw.com -- at Dinsmore & Shohl.  In its petition,
the Debtor estimated $1 million to $10 million in both assets and
liabilities.  A list of the Company's 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/kyeb13-20723.pdf The petition was
signed by W. Curtis Smith, managing member.


ARROW ALUMINUM: U.S. Trustee Wants Chapter 11 Case Dismissed
------------------------------------------------------------
Samuel K. Crocker, the U.S. Trustee for Region 8, asks the
Bankruptcy Court to dismiss the Chapter 11 case of Arrow Aluminum
Industries, Inc.

On Jan. 7, 2014, the Court lifted the automatic stay to allow
First Citizens National Bank to proceed with the repossession and
liquidation of the majority of the Debtor's assets.  The lifting
of the stay will remain effective for a two year period even in
the event of dismissal and re-filing of any subsequent bankruptcy
proceeding by the Debtor.

There is presently no stay in effect as to the real property
pledged by the individual guarantors to FCNB and action by FCNB to
foreclose the same, if taken, would not be in violation of any
present orders of protection and stay of proceedings under Section
362 of the Bankruptcy Code.

The stay is also lifted to allow FCNB to proceed to prosecute its
state court action for eviction of the Debtor and return of
possession of the commercial real estate located on Neal Street in
Martin, Tennessee, which was previously foreclosed upon by FCNB.

"Based on the foregoing, it does not appear the Debtor has the
ability to propose a confirmable plan and the instant case should
be dismissed," the U.S. Trustee asserts.

A hearing on this matter will be held on Feb. 19, 2014, at 10:00
a.m. at Room 645, in Memphis, TN.

                       About Arrow Aluminum

Arrow Aluminum Industries, Inc., filed a Chapter 11 petition
(Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013.
The petition was signed by William Ted Blackwell as president.
The Debtor has scheduled assets of $126,246,137 and scheduled
liabilities of $3,130,103.  The Debtor is represented by
Steven N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC.

This is the Debtor's third Chapter 11 case.  The previous two
cases were assigned  Nos. 11-21215 and 12-13482. Both of the
previous two Chapter 11 cases were dismissed without a Plan of
Reorganization having been approved.

The Debtor's Plan provides for Arrow's primary creditor, First
Citizens National Bank, to receive a secured claim for the
equipment and the insider principals obtaining reverse mortgages
on their homes and properties to pay Citizens Bank.

On Sept. 5, 2013, the Court entered an order approving the
disclosure statement explaining the Debtor's Plan.


ATHABASCA OIL: S&P Alters Outlook to Negative & Affirms 'CCC+' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Calgary, Alta.-based oil and gas company Athabasca Oil Corp. (AOC)
to negative from developing.  At the same time, Standard & Poor's
affirmed its 'CCC+' long-term corporate credit rating and 'B'
issue-level rating on the company's US$550 million senior secured
debt.  The recovery rating on the debt is unchanged at '1', which
indicates S&P's expectation of very high (90%-100%) recovery in
its simulated default scenario.

"When we assigned our 'CCC+' corporate credit rating, we expected
the company would receive full regulatory approval for the Dover
oil sands project by March 2013, and exercise the put option to
sell its 40% stake to its joint-venture partner, Phoenix Energy
Holdings Inc., for the contractually agreed proceeds of
C$1.32 billion," said Standard & Poor's credit analyst Michelle
Dathorne.  The proceeds from this sale represented a material
component in S&P's forecasted liquidity for the company and were
to fund the majority of AOC's capital spending during its forecast
period.

S&P believes the delay in receiving final regulatory approval and
completing the asset sale has materially weakened the company's
2014-2015 liquidity profile.  "Although we continue to believe AOC
will exercise the put option within 30 days of receiving final
regulatory approval, as its option agreement with Phoenix Energy
stipulates, the outlook revision reflects our uncertainty
associated with the time to completion of this process,"
Ms. Dathorne added.

The rating on AOC reflects Standard & Poor's view of the company's
weakening liquidity profile, the company's inability to internally
fund its stated conventional and oil sands growth objectives, its
regionally focused upstream operations, it's very small (albeit
increasing) production base, and the associated weak forecast cash
flow generation.  S&P believes that offsetting these weaknesses
somewhat is the company's ability to sell portions of its vast
undeveloped acreage, which could help to offset the cash flow
shortfall between near-term funds from operations and the capital
expenditures it will incur to continue developing its conventional
and unconventional oil and gas assets.

AOC focuses on developing conventional oil and gas and in-situ
bitumen.  It operates two business segments: the light oil and
thermal oil divisions.  The company's conventional oil and gas
operations are concentrated in northwest Alberta, and its bitumen
resources are in Dover, Dover West, Hangingstone, Birch, and
Grosmont (which are all in the Athabasca oil sands fairway).

The negative outlook reflects Standard & Poor's view that, based
on the company's prospective competitive position and heavy
reliance on the proceeds from pending asset sales to fund its
near-term growth objectives, S&P believes AOC's credit profile
could weaken within the next 12 months if it is not able to
complete the sale of its 40% interest in the Dover oil sands
project to Phoenix Energy.  In S&P's opinion, the delay in
monetizing this asset has materially weakened the company's
liquidity position.

S&P believes AOC's credit profile is vulnerable to near-term
deterioration if the company does not receive the regulatory
approval needed to sell its 40% interest in the Dover oil sands
project in 2014.  If AOC does not receive the necessary regulatory
approval for its Dover oil sands project in 2014, S&P believes the
company's liquidity position could further weaken.  If it is not
able to secure incremental liquidity in 2014, either through asset
sales or incremental debt financing, S&P would lower the rating to
'CCC'.

Alternatively, if AOC is able to strengthen its liquidity profile,
either through the successful exercise of its Dover put option or
other asset sales in 2014; S&P would revise the outlook to stable.
With material additional funding, S&P believes the company's
credit profile could normalize at the 'CCC+' rating.


BERNARD L MADOFF: Ex-Aide Knew of Scheme to Pay His Son, Jury Told
------------------------------------------------------------------
Erik Larson, writing for Bloomberg News, reported that Bernard
Madoff added the son of a "key" executive to his payroll even
though he didn't work there, a jury was told in the trial of five
ex-employees accused of aiding the con man's $17 billion Ponzi
scheme.

According to the report, Craig Kugel, who pleaded guilty in 2012
to a scheme that gave salaries and benefits to people who weren't
Madoff employees, testified on Jan. 22 in Manhattan federal court
that the son of Daniel Bonventre, the firm's operations chief, was
listed as an employee so he could keep receiving company health
insurance after graduating from college.

At a meeting in 2007 between Kugel and Madoff's brother Peter
Madoff, another executive at the firm, "Bernie Madoff walked in
and interrupted me and said Daniel Bonventre had asked him how his
son could" stay on the plan and that the elder Bonventre was a
"key employee," Kugel said, the report related.  "He said, ?We
need to help him out and do something for his son.'"

The trial is the first stemming from the world's biggest Ponzi
scheme, which collapsed after Madoff's arrest on Dec. 11, 2008,
the report said.  Bonventre and four other former Madoff employees
are accused of aiding the fraud for decades and getting rich in
the process. Kugel is among six of their former colleagues who
have pleaded guilty and are testifying against them.

Madoff was hospitalized last month for a heart attack and has
since returned to the federal prison in North Carolina where he is
serving a 150-year sentence, CNBC reported on Jan. 23.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


CDC CORP: AIG to Pay $6M to Settle Suit Over D&O Coverage
---------------------------------------------------------
Law360 reported that AIG Europe Ltd. agreed to pay $6 million to
settle allegations that it refused to honor an insurance policy
held by CDC Corp. covering nearly $9 million in settlement and
defense costs CDC incurred in a lawsuit against its top
executives.

According to the report, CDC's liquidating trust brought an
adversary suit against AIG in June, claiming it paid out $1.5
million defending a lawsuit accusing CDC officials of perpetrating
a smear campaign against hedge fund Evolution Capital Management
LLC, and another $7.4 million to settle the suit.

                          About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corp., doing business as Chinadotcom, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at US$100 million
to US$500 million as of the Chapter 11 filing.

The Official Committee of Equity Security Holders of CDC Corp. is
represented by Troutman Sanders.  The Committee tapped Morgan
Joseph TriArtisan LLC as its financial advisor.

The stock of CDC Software Corp. was sold for $249.8 million to an
affiliate of Vista Equity Holdings.

The Debtor won a bankruptcy judge's approval of a Chapter 11 plan
under which shareholders are slated to receive as much as $6.10 a
share.

On July 3, 2012, the Debtor and the Official Committee of Equity
Security Holders filed their First Amended Joint Plan of
Reorganization for CDC Corporation that provides for the sale of
all of the Debtor's assets, for the benefit of the Debtor's
creditors and equity interest holders.  Under the Plan, the
Debtor's chief restructuring officer, Marc Watson, will act as the
disbursing agent and reserve from the sale proceeds sufficient
funds to pay all Allowed Claims in full, plus interest, that
remain unpaid.


CHUKCHANSI ECONOMIC: Moody's Withdrews 'Ca' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service withdrew its ratings on Chukchansi
Economic Development Authority's ("Chukchansi" or "the Authority")
including its Corporate Family Rating of Ca and Probability of
Default Rating of D-PD.

Ratings Rationale

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

Chukchansi has been unable to file audited financial statements
for its fiscal year-ended December 31, 2012 because of ongoing
governance disputes at the Tribal level.

The following ratings were withdrawn:

Corporate Family Rating at Ca

Probability of Default Rating at D-PD

$260 million senior notes due 2020 at Ca (LGD 4, 50%)


CYBRDI INC: Has $160,405 Net Loss in Third Quarter
--------------------------------------------------
Cybrdi, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $160,405 on $132,941 of total revenue for the three months
ended Sept. 30, 2013, compared to a net loss of $134,843 on
$129,032 of total revenue for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $10.84
million in total assets, $6.72 million in total liabilities, and
stockholders' equity of $4.11 million.

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

                       http://is.gd/lcUJNt

Headquartered in Shaanxi, China, Cybrdi, Inc. manufactures human
and animal tissue micro-array for scientific uses and research and
development.  The Company currently supplies its products to local
research centers and overseas through US BioMax, Inc.


D.E.I. SYSTEMS: Dist. Court Cites Safe Harbor Provision in Ruling
-----------------------------------------------------------------
Utah District Judge Clark Waddoups ruled on motions for partial
summary judgment filed by parties in the lawsuit, KENNETH A.
RUSHTON, in his capacity as Trustee, Plaintiff, v. DAVID BEVAN, an
individual; and BENEDICT BICHLER, an individual, Defendants, Case
No. 2:11-cv-00343-CW (D. Utah).

Mr. Rushton is the trustee in the Chapter 7 cases of D.E.I.
Systems, Inc. aka Delta Fiberglass, aka Delta Equipment Industrial
Systems, Inc., aka Delta Environmental, Inc.

Defendants David Bevan and Benedict Bichler filed a Motion for
Partial Summary Judgment, seeking dismissal of Plaintiff Kenneth
A. Rushton's First and Second Claims for Relief as asserted in the
Amended Complaint filed with the Bankruptcy Court on Jan. 12,
2012.  In response, the Plaintiff filed a Motion to Strike and a
Cross Motion for Partial Summary Judgment.

In a Jan. 23, 2014 Memorandum Decision and Order available at
http://is.gd/xz0p0Ofrom Leagle.com, the Court grants the
Defendants' Motion for Partial Summary Judgment and denies the
Plaintiff's Cross Motion for Partial Summary Judgment.

Up until May 2004, the Defendants owned 100% of the outstanding
stock of Delta Equipment Systems, Inc., doing business as DEI
Systems, Inc.  In May 2004, the Defendants entered into a
"Purchase Agreement," consisting of a series of transactions
whereby the Defendants sold 44.843% of their shares of DEI-UT to
Environmental Services Group for the purchase price of $4,000,000
and DEI-UT redeemed an additional 43.946% of the Defendants'
shares of DEI-UT for $3,920,000, with the Redemption Amount to be
paid by DEI-UT at closing.  Payment was to be made in cash, by
certified check or wire transfer of immediately available funds to
the account, or accounts, designated by the Defendants.  At
closing, Defendants delivered the redeemed shares to DEI-UT.

To facilitate the Purchase Agreement, ESG made a secured loan to
DEI-UT in the total amount of $7,520,000.  This amount included
the $3,920,000 Redemption Amount.  ESG wired the $7,520,000 from
its Union Bank of California account to a Wells Fargo Bank trust
account belonging to Ray, Quinney & Nebeker, DEI-UT's attorneys.
Under the terms of the Purchase Agreement, and pursuant to
Bichler's instructions, $2,088,576 of the Redemption Amount funds
was then wired from the Wells Fargo account to Bichler's account
at Barnes Bank.  Under the terms of the Purchase Agreement, and
pursuant to instructions from Bevan, a check in the amount of
$1,831,124 (also from the Redemption Amount funds) made payable to
Bevan was drawn on the Wells Fargo Account.

Finally, under the Purchase Agreement, DEI-UT merged into D.E.I.
Systems, Inc.

More than three years later, on September 7, 2007, D.E.I. filed
for Chapter 11 bankruptcy protection. On April 15, 2008, D.E.I.
converted its case to a proceeding under Chapter 7 and Mr. Rushton
was appointed Trustee.

On Feb. 25, 2009, the Plaintiff commenced adversary proceedings
against the Defendants, alleging fraudulent transfer(s) to recover
funds paid to them by DEI-UT, specifically the $2,088,576 paid to
Bichler and the $1,831,124 paid to Bevan.

In its ruling, the District Court held that, "because an
application of the plain statutory language reveals that the
payments made to Bevan and Bichler were both settlement payments
made by or to a financial institution and transfers made by or to
a financial institution in connection with a securities contract,
the payments fall within the safe harbor provision of 11 U.S.C.
[Sec.] 546(e). Additionally, because such an application does not
produce an absurd or unreasonable result, the court need not look
beyond the face of the statute in making its decision in this
case."


DEJOUR ENERGY: NYSE MKT Accepts Listing Compliance Plan
-------------------------------------------------------
Dejour Energy Inc. on Jan. 27 disclosed that pursuant to a notice
received on November 21, 2013 from the NYSE MKT staff indicating
that because the Company:

The Company was afforded the opportunity to submit a plan of
compliance to the Exchange and on December 23, 2013, January 10,
2014 and January 23, 2014 presented that plan to the Exchange.

On January 27, 2014, the Exchange notified the Company that it has
accepted the Company's plan of compliance and granted the Company
an extension until April 4, 2014 for Section 1003 (a) (iv) and May
22, 2015 for Section 1003 (a) (ii) (iii) to regain compliance with
the continued listing standards.

The Company will be subject to periodic review by Exchange Staff
during the extension period.  Failure to make progress consistent
with the plan or to regain compliance with the continued listing
standards by the end of the extension period could result in
delisting from the NYSE MKT LLC.

                          About Dejour

Dejour Energy Inc. is an independent oil and natural gas
exploration and production company operating projects in North
America's Piceance Basin (approximately 80,000 net acres) and
Peace River Arch regions (approximately 7,500 net acres).
Dejour's seasoned management team has consistently been among
early identifiers of premium energy assets, repeatedly timing
investments and transactions to realize their value to
shareholders' best advantage.  Dejour maintains offices in Denver,
USA, Calgary and Vancouver, Canada.  The company is publicly
traded on the New York Stock Exchange MKT (nyse mkt:DEJ) and
Toronto Stock Exchange CA:DEJ 0.


DOTS LLC: Schedules Filing Date Extended Until Feb. 21
------------------------------------------------------
Judge Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey extended Dots, LLC, et al.'s deadline to
file their schedules of assets and liabilities and statements of
financial affairs through Feb. 21, 2014.

                         About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P. ("IPC)
and related entities.  Moreover, the Debtors have aggregate
unsecured debts of $47.0 million.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.


DOTS LLC: Can Employ Donlin Recano as Claims & Noticing Agent
-------------------------------------------------------------
Judge Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey authorized Dots, LLC, et al., to appoint
Donlin, Recano & Company, Inc., as claims and noticing agent.

Professionals at Donlin Recano will charge at these hourly rates:

                                         Hourly Rates
                                         ------------
     Senior Bankruptcy Consultant            $185
     Consultant                           $155 to $175
     Case Manager                         $115 to $150
     Technology/Programming Consultant     $95 to $120
     Analyst                               $70 to $110
     Clerical                              $25 to $40

The firm will charge $0.09 per page for fax noticing and $0.02 per
page for electronic noticing.  For claims docketing and management
services, the website development and hosting will be free of
charge and creditor data storage will cost $0.09 per creditor per
month.

Donlin may apply its retainer of $15,000 to all prepetition
invoices, which retainer will be replenished to the original
retainer amount upon the request to the Debtors.

                         About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P. ("IPC)
and related entities.  Moreover, the Debtors have aggregate
unsecured debts of $47.0 million.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.


DOTS LLC: Section 341(a) Meeting Set on February 26
---------------------------------------------------
A meeting of creditors in the bankruptcy case of Dots, LLC, will
be held on Feb. 26, 2014, at 9:00 a.m. at Suite 1401, One Newark
Center.  Creditors have until May 27, 2014, to submit their proofs
of claim.

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

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

                         About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P. ("IPC)
and related entities.  Moreover, the Debtors have aggregate
unsecured debts of $47.0 million.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.


DUANE MICHAEL: KFC of Coeur D'Alene Wins Approval of Exit Plan
--------------------------------------------------------------
Bankruptcy Judge Frederick P. Corbit confirmed the First Amended
Plan of Reorganization of Duane Michael and Donna Jane Byrd, d/b/a
KFC of Coeur D'Alene, Inc.

According to Judge Corbit, it is proper that the Plan be
confirmed, subject to the following:

     (a) Notwithstanding any provision of the Plan to the
contrary, the treatment of the claims of Class 9 members on page
14, lines 1 - 17 is hereby replaced with the following: the claims
of Class 9 members (collectively "Class 9"), including the claims
asserted under proof of claim number 14, secured against the
Commercial Property (Plan, Art. 1, def. # 9), Debtors' Business,
and any and all collateral securing the claims of Class 9 (Plan,
Art. 1, def. #14) are hereby fixed in the total sum of
$800,000.00, with interest accruing at a rate of 7.35% per annum,
payable at $5,943.48 per month for sixty (60) months (the "Secured
Claim of Class 9 against Debtors"), with the first payment due on
the first day of the first month following the Effective Date
(Plan, Art. 1, def. #19), and each subsequent payment due on the
first day of the month thereafter, at which time the remaining
principal will become due as a balloon payment on the Secured
Claim of Class 9 against Debtors in full satisfaction of the
secured portion of the Secured Claim of Class 9 against Debtors.
The remaining claims of Class 9 shall hold no collateral and shall
be treated and paid as a Class 16 (Unsecured) Claim. Debtors may
pay Class 9, its successors, or assigns, any remaining balance on
the Secured Claim of Class 9 against Debtors in full at any time,
less any amounts previously paid by Debtors to Class 9 on the
Secured Claim of Class 9 against Debtors, its successors, or
assigns, without penalty or interest.

     (b) KFC of Coeur d' Alene, Inc. and Class 9 have agreed to
settle the Claims of Class 9 against Debtors and KFC of Coeur d'
Alene, Inc. and the loan to KFC of Coeur d' Alene, Inc. by Class
9, guaranteed by Debtors including the claims set forth in proof
of claim number 13, pursuant to a Settlement Agreement, which
provides in part, that KFC of Coeur d' Alene, Inc. will pay the
total sum of $22,500.00 in monthly installments of $625.00 over
thirty six (36) months, with no interest (the "Settlement
Amount"), with the first payment due on the first day of the first
month following the Effective Date (Plan, Art. 1, def. #19). In
addition, the Settlement Agreement provides that Class 9 does not
release KFC of Coeur d' Alene, Inc. until the full Settlement
Amount is paid, and upon the full payment of the Settlement Amount
by KFC of Coeur d' Alene, Inc., Class 9 releases its lien on any
and all property owned by KFC of Coeur d' Alene, Inc. and Class 9
forgives the remaining debt owed to Class 9 by KFC of Coeur d'
Alene, Inc. (the "Remaining Debt"); provided however, that the
Remaining Debt that was guaranteed by Debtors, shall be treated
and paid as a Class 16 (Unsecured) Claim. Any payments made by KFC
of Coeur d' Alene, Inc. to Class 9 shall reduce its Class 16
(Unsecured) Claim. KFC of Coeur d' Alene, Inc. may pay Class 9,
its successors, or assigns, any remaining balance on the
Settlement Amount in full at any time, less any amounts previously
paid by KFC of Coeur d' Alene, Inc. to Class 9 on the Settlement
Amount, its successors, or assigns, without penalty or interest.

     (c) Except as expressly modified by the Plan or this
Confirmation Order, all terms and conditions of all agreements by
and between Debtors and Class 9 shall remain in full force and
effect.

     (d) Notwithstanding any provision of the Plan to the
contrary, Debtors shall pay Disbursing Agent the sum of One
Thousand One Hundred Dollars ($1,100.00) per month for a period of
sixty (60) months, or such additional time period until the
Allowed Claims of classes numbered 1 (admin) and 3 (IRS and State
of Idaho) are paid in full, if the proceeds of sale from the
property to be sold under the Plan is insufficient to satisfy in
full the Allowed Claims of classes 1 (admin) and 3 (IRS and State
of Idaho). The first payment shall be due within thirty (30) days
of Confirmation.

A copy of Judge Corbit's Jan. 22, 2014 Findings of Fact is
available at http://is.gd/eBl2rpfrom Leagle.com.

Duane Michael and Donna Jane Byrd, d/b/a KFC of Coeur D'Alene,
Inc., filed for Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No.
13-01081) in 2013.  The Debtors are represented by:

         Kevin O'Rourke, Esq.
         SOUTHWELL & O'ROURKE, P.S.
         421 W Riverside Ave, Suite 960
         Spokane, WA 99201
         Tel: 509-624-0159
         Fax: 509-624-9231

Jed Morris, Esq. -- jmorris@lukins.com -- at Lukins & Annis, P.S.,
represent the members of Class 9 under the Debtors' Plan.


DW INVESTMENTS: Foreclosure Sale Set for March 13
-------------------------------------------------
Fidelity Title Agency of Alaska, as substitute trustee for Yukon
Title Company, Inc., has given notice of default under a deed of
trust executed by DW Investments, LLC, Trustor, in favor of First
National Bank Alaska, Beneficiary.  The Trustee, by demand of the
beneficiary, has elected to sell DW's real property to satisfy
obligations owed to the bank at an auction sale to be held on
March 13, 2014, at 101 Lacey Street, Fairbanks, Alaska.  The sale
will begin at 10:00 a.m.

The property is located at 548 Second Street, Fairbanks, AK
99701.

The balance due on the note issued in favor of the bank is the
principal sum of $118,444.27 plus interest from Aug. 14, 2013 as
provided in the Note plus any prepayment premium, late charges,
attorneys' fees and costs of sale and other sums as provided in
the deed of trust.

During the auction, the beneficiary may enter a credit offset bid
consisting of sums due it under the deed of trust security
agreement and note.  Title to the real property will be conveyed
by trustee's quitclaim deed without warranties of title.

To determine the current amount required to be paid to cure the
default and reinstate the payment terms of the note, interested
parties may call 777-3392 or send an e-mail to
hgraham@fnbalaska.com.  Provided, however, if notice of default
has been recorded two or more times previously under the deed of
trust described above and the default has been cured, the trustee
may not elect to refuse payment and continue the sale.


E. H. MITCHELL: Files Schedules of Assets and Liabilities
---------------------------------------------------------
E. H. Mitchell & Company, L.L.C., has filed with the Bankruptcy
Court for the Eastern District of Louisiana its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              $300,000,000
  B. Personal Property               $27,297
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $854,148
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $427,000
                                 -----------      -----------
        TOTAL                   $300,027,297       $1,281,148

E. H. Mitchell & Company LLC sought protection under Chapter 11 of
the Bankruptcy Code on Oct. 8, 2013, (Case No. 13-12786, Bankr.
E.D. La.).  The case is assigned to Judge Jerry A. Brown.

The Debtor is represented by Robert L. Marrero, Esq., at Robert
Marrero, LLC, in New Orleans, Louisiana.

The petition was signed by Michael Furr, secretary/member.


E. H. MITCHELL: U.S. Trustee Appoints 3-Member Creditors Panel
--------------------------------------------------------------
Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed three members to the official committee of unsecured
creditors in the Chapter 11 cases of E. H. Mitchell & Company.

The Creditors Committee members are:

      1. Standard Gravel Company
         Attn: Spencer H. Green
         20175 Highway 16
         Franklinton, LA 70438
         Tel: (985) 839-3442
         Fax: (985) 839-3201
         E-mail: sgreen@standardgravel.com

      2. Ezkovich & Co., LLC
         Attn: Alan D. Ezkovich
         650 Poydras St., Ste. 1220
         New Orleans, LA 70130
         Tel: (504) 593-9899
         Fax: (504) 593-9048
         E-mail: alan.ezkovich@ezkovichlaw.com

      3. Rickert and Company, LLC, CPAs
         106 Village Sq., Suite 3
         Slidell, LA 70458
         Tel: (985) 643-0842
         Fax: (985) 643-0859

E. H. Mitchell & Company LLC sought protection under Chapter 11 of
the Bankruptcy Code on Oct. 8, 2013, (Case No. 13-12786, Bankr.
E.D. La.).  The case is assigned to Judge Jerry A. Brown.

The Debtor is represented by Robert L. Marrero, Esq., at Robert
Marrero, LLC, in New Orleans, Louisiana.

In its petition, the Debtor estimated its assets to range
from $100 million to $500 million and liabilities to range to
$1 million to $10 million.  In its formal schedules, the Debtor
disclosed $300,027,297 in total assets and $1,281,148 in total
liabilities.

The petition was signed by Michael Furr, secretary/member.


ECREATIVEWORKS INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Ecreativeworks, Inc.
        13220 County Rd 6 Ste 150
        Plymouth, MN 55441

Case No.: 14-40279

Chapter 11 Petition Date: January 24, 2014

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Hon. Kathleen H Sanberg

Debtor's Counsel: Thomas H Olive, Esq.
                  OLIVE LAW FIRM
                  5270 W 84th St Suite 300
                  Bloomington, MN 55437
                  Tel: 952-831-0733
                  Email: tolive@oto-law.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bret Olseth, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mnb14-40279.pdf


EDISON MISSION: Retirees Seek Appointment of Official Committee
---------------------------------------------------------------
Eugene Petrovits, Melody Johnson, Lonnie McBee, Robert Dietch,
Gary Griffin, John Meeks, Karen Rose, H. David Gowhari, Nancy
Lewis, Byna Sipos, James Henneforth, Kay Howard, Robert Driscoll,
Donna Courregas, Suzanne Wood, Mario Bruasso, Leticia Davis,
Michael McGarry, Richard Banister, Jeri Fender, James Schoonmaker,
Mark Murray, Russell Koelsch and Robert Edgell on behalf of
themselves and other similarly situated non-union retirees (the
"Affected Retirees") of Edison Mission Energy et al., filed a
motion with the U.S. Bankruptcy Court seeking an order appointing
an Official Retiree Committee.

On January 8, 2014, the Debtors filed their Motion for an Order
(A) Authorizing Termination of Retiree Benefits and (B) Granting
Related Relief (the "Motion to Terminate Benefits"), seeking to
permanently eliminate the retiree benefits of 276 Affected
Retirees (and over a hundred other retirees).

On January 21, 2014, the Affected Retirees filed their Objection
to the Debtors' Motion to Terminate Benefits.

In the Motion to Terminate Benefits, the Debtors argue why Section
1114 of the Bankruptcy Code should not apply in this case.  In
their Objection, the Affected Retirees argue why Section 1114 must
apply and further requested that the Court form a Retiree
Committee.

The Affected Retirees submit that it is paramount for the U.S.
Trustee to appoint a Retiree Committee as soon as possible given
the need to prepare for termination arguments as well as to
represent the Affected Retirees' interests with respect to plan
confirmation and other important events that may affect retiree
benefits.

The Affected Retirees suggest that a Retiree Committee should
reflect, to the extent possible, former employees who worked in
different positions while employed by the Debtors and EIX and who
will recognize the interests of retirees both over and under age
65 (i.e. Medicare eligible retirees).

To effectuate the formation of a Retiree Committee as
expeditiously as possible, the Affected Retirees suggest that the
U.S. Trustee appoint John Meeks (former EME Human Resources
Director), Gary Griffin, Robert Edgell, Kay Howard, Russell
Koelsch, Mark Murray and Suzanne Wood (or a smaller group of 5 or
3 of them).

At the U.S. Trustee's request, contact information for these and
all other retirees who have expressed an interest in serving on
the Retiree Committee will be transmitted to the U.S. Trustee's
office.

Hearing on the motion is set by Feb. 4, 2014 at 9:30 a.m. in
Courtroom 680 in the Everett McKinley Dirksen Building, 219 South
Dearborn Street, Chicago, Illinois.

Attorneys for the Affected Retirees can be reached at:

         Trent P. Cornell, Esq.
         Bryan E. Minier, Esq.
         David M. Serritella, Esq.
         PEDERSEN & HOUPT, P.C.
         161 N. Clark, Suite 3100
         Chicago, IL 60601
         Tel: (312) 261-2100
         Fax: (312) 261-1176
         E-mail: tcornell@pedersenhoupt.com
                 bminier@pedersenhoupt.com
                 dserritella@pedersenhoupt.com

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

The Debtors, other than Camino Energy Company, are also
represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer,
Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland &
Ellis LLP, in New York.  Debtor Camino Energy Company is
represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at
McDonald Hopkins LLC, in Chicago, Illinois.

Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation
Services is acting as restructuring advisor.  GCG, Inc., is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

EME's Second Amended Joint Plan of Reorganization is up for
approval at a Feb. 19, 2014 confirmation hearing, and provides for
the sale of all or substantially all of Debtors MWG, EME, and
Midwest Generation EME, LLC, will be sold to NRG Energy, Inc.


ELIZABETH ARDEN: Moody's Assigns B1 Rating on $100MM Add-on Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Elizabeth Arden,
Inc.'s (RDEN) proposed $100 million add-on to its senior unsecured
notes due 2021. RDEN intends to utilize the net proceeds to repay
revolver drawings. Moody's also affirmed RDEN's Ba3 Corporate
Family Rating (CFR) despite the recent sharp reduction in second
quarter earnings guidance and Moody's expectation for revenue and
earnings softness for the next several quarters. Moody's
nevertheless anticipates the Elizabeth Arden brand repositioning
including efforts to grow its skin care offerings, cost
reductions, and the company's international growth initiatives
will lead to modestly higher EBITDA and lower leverage in fiscal
2015. RDEN's good liquidity position also provides flexibility to
execute its operational improvement initiatives. The rating
outlook remains stable.

The refinancing favorably extends the maturity profile and will
free up revolver capacity to manage the company's highly seasonal
cash flow. The estimated less than $5 million increase in annual
cash interest expense is negative but manageable within the
company's liquidity sources. The refinancing also minimally
affects leverage since RDEN's revolver borrowings were projected
to exceed $100 million over the next year and will now be
partially replaced by the higher note amount. RDEN reduced debt
following the recession, but the level of revolver borrowings
increased in recent years due to roughly $145 million of fragrance
and other acquisitions in 2011 and 2012 including Curve, Ed Hardy,
True Religion and Justin Bieber.

Moody's took the following specific actions on Elizabeth Arden,
Inc.

Assignments:

Senior Unsecured Regular Bond/Debenture at B1, LGD5 - 70%

Affirmations:

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

Speculative Grade Liquidity Rating at SGL-2

Senior Unsecured Regular Bond/Debenture at B1, LGD5 - 70% (changed
from LGD5 - 74%)

Outlook, Remains Stable

RATINGS RATIONALE

RDEN's Ba3 CFR reflects the modest cash flow generated from its
portfolio of well-known classic, celebrity and designer-branded
fragrances and skin care products, greater reliance on
discretionary spending than other beauty and cosmetic categories,
modest scale, and high leverage. Moody's anticipates the company
will gradually gain traction with its strategy to increase revenue
in international markets where its fragrance market shares are
lower than in the U.S. The company is also evolving its business
mix with a focus on skin care to reduce reliance on fragrance,
which is a higher-priced, more discretionary, and highly seasonal
category relative to other beauty products. Such initiatives are
occurring at a time when soft consumer demand is contributing to a
highly promotional environment in the U.S. and other important
company markets that continue to pressure earnings. Moody's
expects investments in international expansion and marketing will
also contribute to earnings pressure over the next several
quarters. The company's newly appointed international general
manager is rationalizing under-performing businesses, focusing on
higher potential opportunities such as travel retail, and
continuing the company's overall efforts to improve the cost
structure and its weak mid-single digit EBIT margin. Moody's
anticipates the company's growth and cost initiatives will
gradually gain traction and contribute to modest earnings growth
in FY 2015.

RDEN's ratings are constrained by its heavy reliance on fragrance
and small scale relative to the global market leaders, which are
larger, more diversified and financially stronger competitors.
RDEN's smaller scale results in weaker pricing, promotion and
shelf space negotiating leverage with the large department, mass
and drug stores on which the company relies for distribution. RDEN
must continually reinvest and launch successful new products given
its partial exposure to more transitory celebrity and designer
brands. Brand licensing contributes to weaker margins and can lead
to earnings pressure when sales do not meet the company's
expectations as some contracts are structured with minimum sales
and marketing commitments. RDEN is weakly positioned within the
Ba3 category based on Moody's projection that debt-to-EBITDA
leverage will increase to a 4.25x-4.5x range in FY 2014 due to the
aforementioned earnings pressure. The projected decline in
leverage to a 4.0x range or lower in FY 2015 would more
comfortably position the company within the rating category.

The affirmation of the company's SGL-2 speculative-grade liquidity
rating reflects its modest cash balance ($45 million as of
9/30/13), projected free cash flow in a $10-$15 million range over
the next 12 months, lack of near-term debt maturities, and ample
unused capacity under its $300 million asset based revolving
credit facility expiring in January 2016. The company is reliant
on the revolver to cover its highly seasonal cash flow, and
Moody's projects revolver borrowings will peak in a $125-$150
million range (pro forma for the proposed bond offering) in the
fall of 2014 prior to the peak holiday sales period. Moody's
expects RDEN will remain above the minimum availability thresholds
in the revolver to avoid triggering the minimum 1.1x fixed charge
coverage ratio (FCCR) maintenance covenant. Moody's also projects
the company's FCCR will remain above 1.1x.

The stable rating outlook reflects Moody's view that the company
will maintain a good liquidity position and generate modestly
positive cash flow, providing flexibility to manage in the
promotional environment. Moody's also anticipates in the stable
rating outlook that RDEN's leverage will decline in FY 2015 as
earnings improve modestly.

RDEN's ratings could be downgraded if earnings weaken due to
ongoing softness in consumer demand, continued competitive
promotional activity, market share erosion, or an inability to
rebound from the difficult 2013 holiday season such that debt-to-
EBITDA (excluding seasonal borrowings) exceeds 4.5x. Debt-financed
share repurchases or acquisitions or a deterioration of liquidity
could also result in a downgrade.

RDEN's ratings are unlikely to be upgraded unless the company
improves its scale and product diversity such that earnings and
free cash flow are stronger and more stable. The company would
need to sustain an EBIT margin above 10%, debt-to-EBITDA leverage
below 2.5x (excluding seasonal borrowings), and positive free
cash. A strong liquidity position is also necessary for an
upgrade.

The principal methodology used in this rating was Global Packaged
Goods published in June 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.

RDEN, headquartered in Miami, FL, is a global beauty products
company with a broad portfolio of prestige fragrance, skin care
and cosmetic brands. RDEN markets more than 100 company brands and
distributes an additional 300 brands. Revenue for the 12 months
ended December 2013 is estimated to be approximately $1.3 billion.


ELIZABETH ARDEN: S&P Affirms BB- Notes Rating After $100MM Add-on
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' issue-level
rating and left the '4' recovery rating unchanged on Elizabeth
Arden's 7.375% senior notes due 2021.  The ratings are not
immediately affected by the company's plans to issue $100 million
of additional notes under the indenture of these existing notes.
S&P expects the proceeds to pay down a portion of the company's
outstanding balance under its revolving credit facility.  S&P
estimates this transaction is leverage neutral, and it estimates
leverage to be about 3.8x at Sept. 30, 2013.

S&P continues to view the company's business risk profile as
"weak," reflecting the company's solid market position in
fragrances through its portfolio of well-known brands, its sales
concentration in the highly competitive fragrance category, and
the seasonal nature of its core business.  Because of a weaker
than expected, highly promotion retail environment during the
important holiday season, S&P expects the company's margins to
decrease and for credit metrics to weaken over the next year.  S&P
projects credit metrics will remain in line with the indicative
ratios for a "significant" financial risk profile, including
leverage below 4x, over the next year.

Standard & Poor's credit rating on Elizabeth Arden remains
unchanged at 'BB-', with a stable outlook.

RATINGS LIST

Elizabeth Arden Inc.
Corporate credit rating                    BB-/Stable/--

Issue rating affirmed; Recovery rating unchanged

Elizabeth Arden Inc.

$350M Senior unsecured due 2021            BB-
   Recovery rating                          4


EXCEL MARITIME: Court Confirms Amended Joint Chapter 11 Plan
------------------------------------------------------------
Excel Maritime Carriers Ltd. on Jan. 27 disclosed that the United
States Bankruptcy Court for the Southern District of New York
confirmed the Amended Joint Chapter 11 Plan of Reorganization,
which has the support of the Company's senior secured lenders and
unsecured creditors.  The Plan was unanimously accepted by Excel's
two voting classes, with 100% of the class of secured lenders and
approximately 92% of the class of impaired Excel general unsecured
creditors, by value, voting in favor.  Excel expects to emerge
from Chapter 11 in mid-February 2014.

Upon completion of the restructuring process, the Company's total
prepetition debt of $920 million will be reduced to approximately
$300 million.  Gabriel Panayotides, Chairman of the Board,
together with the other members of Excel's management team, will
continue to lead the Company.

Excel's operations have continued in the ordinary course
throughout the restructuring process and it will continue
providing high-quality and efficient seaborne transportation
services moving forward.

The Company would like to thank its advisors, Skadden, Arps,
Slate, Meagher & Flom LLP and Miller Buckfire & Co. LLC, as well
as the advisors of its creditors.

                           Settlement

Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York on Jan. 27, 2014, confirmed Excel
Maritime's Amended Joint Chapter 11 Plan of Reorganization after
determining that the Plan complies with all requirements for
confirmation under the Bankruptcy Code.

Judge Drain approved Ivory Shipping Inc.'s (x) settlement and
release of all of its claims to and waiver of all of its rights in
respect of certain escrow funds, and (y) contribution to Excel of
at least $5 million and up to an additional $10 million in cash.
The provisions of the Plan, including the Ivory Investment, will
constitute a good-faith compromise and settlement of Adversary
Case No. 13-08338.  In exchange for the foregoing, Ivory will
receive 1,739,231 shares of New Common Stock, representing up to
8.7% of the New Common Stock.

Judge Drain also approved Robertson Maritime Investors, LLC's (i)
waiver of all objections to confirmation of the Plan, (ii) waiver
of any purported right to participate or share in any
distributions to be made under the Plan, (iii) withdrawal of all
of RMI's proofs of claims filed against the Debtors, (iv)
acknowledgment that, on and after the Effective Date, the right of
first offer contained in the Christine Shipco LLC Agreement will
not be triggered in the case of a transfer of all or any part of
the interest of a member of Christine Shipco to an affiliate of
the transferring member, and (v) acknowledgement that Christine
Holdings is the second member of Christine Shipco.

The Jan. 23 version of the Plan provides for the following
treatment of claims:

   * The Syndicate Credit Facility Secured Claims will be allowed
     in the aggregate amount of $579 million.  Each holder of an
     Allowed Syndicate Credit Facility Secured Claim will receive
     its pro rata share of (a) the Amended and Restated Senior
     Secured Credit Facility, and (b) 16.7 million shares of New
     Common Stock, representing 83.3% of all New Common Stock to
     be issued under the Plan.

   * The aggregate amount of the Syndicate Credit Facility
     Deficiency Claims will be either $179.8 million, if the
     Adequate Protection Payment is made on or before Jan. 2,
     2014, or $185,930,760, if the Adequate Protection Payment is
     not made by Excel on or before Jan. 2, 2014, and will be
     Allowed solely for voting purposes in the applicable amount
     in connection with the Plan and those claims will be included
     within the class of Impaired Excel General Unsecured Claims.
     Each Holder of an Allowed Impaired Excel General Unsecured
     Claim will receive (a) its Pro Rata share of 1.6 million
     shares of New Common Stock, representing 8.0% of the New
     Common Stock to be issued under the Plan, and (b) its Pro
     Rata share of the Tranche A Offered Shares and Tranche B
     Offered Shares subscribed for pursuant to the Holders' Co
     Investment Rights.

   * The claims held by holders of Excel's 1.875% unsecured
     convertible senior notes will be allowed on the Effective
     Date in the amount of $152,005,566, on account of unpaid
     principal and interest due and owing as of the Petition Date.

   * The Holder of Christine Shipco Facility Secured Guaranty
     Claim will have the claim reinstated on the Effective Date.
     Holders of Other Secured Claims and Unimpaired Subsidiary
     Debtor General Unsecured Claims will also have their claims
     reinstated on the Effective Date.

   * Holders of Impaired Subsidiary Debtor General Unsecured
     Claims will not receive or retain any property under the
     Plan.

The fourth addendum to the Plan supplement provides that the
initial boards of directors of Reorganized Excel and Holdco will
be the following:

   (1) Ken Liang, Managing Director, Oaktree Capital Management,
       L.P.

   (2) Mahesh Balakrishnan, Senior Vice President, Oaktree Capital
       Management L.P.

   (3) Jennifer Box, Senior Vice President, Oaktree Capital
       Management L.P.

   (4) Gabriel Panayotides, Chief Executive Officer, Excel
       Maritime Carriers Ltd.

   (5) Apostolos Kontoyannis, Director, Excel Maritime Carriers
       Ltd.

   (6) Randee E. Day, President & CEO, Day & Partners, LLC

   (7) Danielle Leone, Director, Angelo, Gordon & Co.

A full-text copy of the Amended Joint Plan dated Jan. 23, 2014, is
available at http://bankrupt.com/misc/EXCELMARITIMEplan0123.pdf

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is
$150 million owing on 1.875 percent unsecured convertible notes.

Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.  The Debtor
disclosed $35,642,525 in assets and $1,034,314,519 in liabilities
as of the Chapter 11 filing.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Jay M. Goffman, Esq., Mark A. McDermott, Esq., Shana E.
Elberg, Esq., and Suzanne D.T. Lovett, Esq,. at Skadden, Arps,
Slate, Meagher & Flom LLP, as counsel; Miller Buckfire & Co. LLC,
as investment banker; and Global Maritime Partners Inc., as
financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.  The Creditors' Committee is
represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq.,
and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in Dallas, Texas.  Jefferies LLC serves as the
Committee's investment banker.

John J. Monaghan, Esq. -- john.monaghan@hklaw.com -- at Holland &
Knight LLP, serves as counsel to the Steering Committee.

Roberston Maritime Investors LLC is represented by Hugh Ray, Esq.,
at McKool Smith.  Oaktree Capital Management and certain of its
affiliates are represented by Alan W. Kornberg, Esq., and
Elizabeth R. McColm, Esq. -- akornberg@paulweiss.com and
emccolm@paulweiss.com -- at Paul Weiss Rifkind Wharton & Garrison
LLP.


FAIRBANKS SELF STORAGE: Foreclosure Sale Set for March 13
---------------------------------------------------------
Fidelity Title Agency of Alaska, as substitute trustee for Yukon
Title Company, Inc., has given notice of default under a deed of
trust executed by Fairbanks Self Storage LLC, Trustor, in favor of
First National Bank Alaska, Beneficiary.  The Trustee, by demand
of the beneficiary, has elected to sell Fairbanks Self Storage's
real property to satisfy obligations owed to the bank, at an
auction sale to be held March 13, 2014, at 101 Lacey Street,
Fairbanks, Alaska.  The sale will begin at 10:00 a.m.

The property is located at 621 Second Street and 124 Hamilton
Avenue, Fairbanks, AK 99701.

The balance due on the note issued in favor of the bank is the
principal sum of $198,871.88 plus interest from Aug. 14, 2013 as
provided in the Note plus any prepayment premium, late charges,
attorneys' fees and costs of sale and other sums as provided in
the deed of trust.

During the auction, the Beneficiary may enter a credit offset bid
consisting of sums due it under the deed of trust security
agreement and note.  Title to the real property will be conveyed
by trustee's quitclaim deed without warranties of title.

To determine the current amount required to be paid to cure the
default and reinstate the payment terms of the note, interested
parties may call 777-3392 or send an e-mail to
hgraham@fnbalaska.com.  Provided, however, if notice of default
has been recorded two or more times previously under the deed of
trust and the default has been cured, the trustee may not elect to
refuse payment and continue the sale.


FIRSTPLUS FINANCIAL: Lucchese Assoc. Wants More Wiretap Evidence
----------------------------------------------------------------
Law360 reported that a reputed associate of the Lucchese crime
family asked a New Jersey federal judge to compel prosecutors to
play the entirety of their wiretap evidence, arguing the
unabridged audio will convince jurors he's innocent of draining
$12 million from a now-defunct Texas mortgage lender.

According to the report, attorneys for Salvatore Pelullo filed a
motion asking U.S. District Court Judge Robert B. Kugler to compel
prosecutors to play to completion phone calls between Pelullo and
his co-defendant Nicodemo Scarfo.

The case is USA v. SCARFO et al., Case No. 1:11-cr-00740 (D.N.J.).

                    About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink
Sheets: FPFX) -- http://www.firstplusgroup.com/-- was a
diversified company that provided commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company had three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., had three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly owned FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development had one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended reorganization plan
was confirmed in that case in April 2000.

FirstPLUS Financial Group filed for Chapter 11 protection (Bankr.
N.D. Tex. Case No. 09-33918) on June 23, 2009.  Aaron Michael
Kaufman, Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, served as counsel.  The Debtor had total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets and
$10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP.
Franklin Skierski was elevated to lead counsel from local counsel
in the stead of Jo Christine Reed and SNR Denton US LLP, due to
the maternity leave of Ms. Reed.  Kurtzman Carson Consultants
served as notice and balloting agent.


FISKER AUTOMOTIVE: Court OKs Beilinson as Restructuring Advisor
---------------------------------------------------------------
The Bankruptcy Court authorized Fisker Automotive Holdings, Inc.,
et al., to employ Beilinson Advisory Group, LLC, as their
restructuring advisors, effective nunc pro tunc to the Petition
Date and authorized the Debtors to retain Marc Beilinson as their
chief restructuring officer.

The CRO, together with any additional personnel, will:

   (a) prepare the Debtors to file Chapter 11, including compiling
       data and documents necessary to complete the bankruptcy
       petition process and to file "first day motions" with the
       court;

   (b) assist with procuring and negotiating the terms of a debtor
       in possession lending facility and a cash collateral
       motion;

   (c) direct and oversee the Debtors' sales process;

   (d) assist with developing and negotiating a Chapter 11 plan
       and disclosure statement;

   (e) assist and advise in the compilation of data and analyses
       necessary to meet any reporting requirements mandated by
       the Debtors' current or future lenders;

   (f) assist and advise in the compilation of data and analyses
       necessary to meet the financial reporting requirements
       mandated by the Bankruptcy Code and the U.S. Trustee's
       office;

   (g) coordinate resources engaged in developing, implementing
       and negotiating restructuring proposals or strategic
       alternatives;

   (h) coordinate corporate governance including meetings of, and
       reporting to, the Debtors' board of directors;

   (i) prepare for court hearings and the argument of motions, and
       provide expert testimony as required; and

   (j) perform other services, consistent with the role of
       Beilinson Advisory, as requested or directed by the
       Debtors' board of directors.

In accordance with the Engagement Letter, the Debtors will pay BAG
$150,000 per month and reimburse the firm for its out-of-pocket
expenses.

                      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.

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 November 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.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it 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, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.


FISKER AUTOMOTIVE: Can Borrow up to $13.1 Million in DIP Loans
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered a
final order authorizing Fisker Automotive Holdings, Inc., et al.,
to obtain up to $13.1 million of postpetition financing and use
cash collateral.  Approximately $6.8 million in DIP Loans were
advanced to the Debtors pursuant to interim orders.

The Court found that the Debtors require the DIP Loan and need to
continue to use the prepetition collateral, including the Cash
Collateral, in order to, among other things, preserve estate value
and fund their Chapter 11 cases through the sale of their assets.

All cash and cash equivalents of the Debtors, whenever or wherever
acquired, and the proceeds of all collateral pledged to the DIP
Lender, constitute csah collateral, as contemplated by Section 363
of the Bankruptcy Code.

Subject to the Carve-Out in all respect, the DIP Obligations will
be (a) entitled to superpriority claim status with priority over
all administrative expense claims and unsecured claims an will be
secured by all of the Debtors' rights in property of their
estates.

The Prepetition Lenders are entitled to adequate protection of
their interests in the Prepetition Collateral, including the Cash
Collateral, in an amount equal to the aggregate diminution in
value of their interests in the Prepetition Collateral.

As of the Petition Date, the Debtors were indebted to the
Prepetition Lenders, without defense, counterclaim or offset of
any kind, in the aggregate principal amount of not less than
$168,485,144 to Hybrid Technology, LLC; $6,595,762 to Silicon
Valley Bank; and $19,888,933 to Delaware Economic Development
Authority in respect of the loans and other extensions of credit
made pursuant to the Prepetition Documents, plus accrued and
unpaid interest.

A copy of the Final DIP Order is available for free at:

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

                      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.

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 November 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.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it 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, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.


FLETCHER INTERNATIONAL: Court Approves Disclosure Statement
-----------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York on Jan. 17, 2014, approved the
disclosure statement explaining Fletcher International, Ltd.'s
liquidating plan, after determining that the Plan disclosures
contained "adequate information" as the term is defined by Section
1125(a) of the Bankruptcy Code.

The deadline to vote to accept or reject the Plan is Feb. 18,
2014, at 5:00 p.m. (EST).  Any objections to the confirmation of
the Plan must also be submitted on or before that day.  Richard J.
Davis, the Chapter 11 Trustee for the Debtor, is required to file
his response to any confirmation objection by no later than
Feb. 28.

The Confirmation Hearing will be held on March 4, 2014, at 9:45
a.m. (EST).

The Trustee proposed a liquidating plan.  The Trustee has already
liquidated the limited amount of the Debtor's assets for which
there is a ready market, and proposes to liquidate the Debtor's as
-yet unliquidated assets and claims under the supervision of a
plan administrator and advisory board.  These claims and assets
consist primarily of preference and fraudulent conveyance claims,
claims relating to the liquidation of certain securities owned by
the Debtor, and a few assets, which with one or two possible
exceptions, are of limited, if any, value.  These Liquidation
Recoveries will be used first to satisfy administrative and
priority claims and will then be distributed pro rata to the
unsecured creditors and the investors in Classes 3 and 4.  In
addition, a key part of the Plan is the creation of a pool of
certain litigation claims, also to be administered by the Plan
Administrator and Advisory Board.

The Pooled Claims -- principally fraud, breach of fiduciary duty,
negligence and similar tort claims against Insiders and affiliates
and certain service providers and professionals  -- will be pooled
together with similar claims belonging to the Debtor's feeder
funds and certain of its ultimate investors.  Net recoveries on
the Pooled Claims will share in the percentages set out in the
Investor Settlement.  FILB's share is 26.8%; its share will be
distributed as a Liquidation Recovery.  Finally, the claims of
Insiders and their affiliates will be subordinated or disallowed,
and no distributions will be made on their account.

A full-text copy of the Disclosure Statement dated Jan. 24 is
available at http://bankrupt.com/misc/FLETCHERINTLds0124.pdf

                 About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case, has
hired Michael Luskin, Esq., Lucia T. Chapman, Esq., and Stephanie
E. Hornung, Esq., at Luskin, Stern & Eisler LLP as his
counsel.

The Chapter 11 trustee filed a proposed liquidating Plan in
November 2013.  The disclosure statement was approved on Jan. 17,
2014.


FLETCHER LEISURE: Obtains Permanent Stay vs. All US Proceedings
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered an order recognizing the appointment of
PricewaterhouseCoopers Inc., as receiver under Section 243 of
Canada's Bankruptcy and Insolvency Act in a proceeding in the
Superior Court for the District of Montreal, Province of Quebec.

The Order also imposed a stay of all proceedings in the United
States against PwC, 9266-4832 Quebec Inc., Fletcher Leisure Group
Inc./Le Groupe Loisirs Fletcher Inc., and Fletcher Leisure Group
Ltd.' businesses, property, or assets located in the United
States, on a permanent basis.

                       About Fletcher Leisure

Fletcher Leisure Group Ltd., a Canadian manufacturer and
distributor of golf and ski apparel, filed a petition in New
York on Oct. 22 for Chapter 15 protection immediately after the
Superior Court in Quebec appointed a receiver at the request  of
secured lender Salus Capital Partners LLC, owed C$11.6 million
(US$11.3 million).  Affiliates that separately filed Chapter 15
petitions are 9266-4832 Quebec Inc., and Fletcher Leisure Group
Inc./Le Groupe de Loisirs Fletcher Inc.  The case is In re
Fletcher Leisure Group Ltd., 13-bk-13402, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).

PricewaterhouseCoopers Inc., the Canadian Court-appointed receiver
and duly authorized foreign representative for Fletcher Leisure et
al., is represented by Daniel S. Lubell, Esq., and Eleni D.
Theodosiou-Pisanelli, Esq., at Hughes Hubbard & Reed LLP, in New
York.


FLETCHER LEISURE: U.S. Court Approves Sale of All Assets
--------------------------------------------------------
Judge Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order recognizing the
Canadian Court's prior order approving the sale of substantially
all of the assets of Fletcher Leisure Group Inc., et al., to Fame
Jeans Inc., acting on behalf of a purchaser.  The Canadian Orders
are given full force and effect in the United States.

PricewaterhouseCoopers Inc., as receiver, is authorized to
distribute any and all proceeds resulting from the Sale among the
Debtors' creditors.

                       About Fletcher Leisure

Fletcher Leisure Group Ltd., a Canadian manufacturer and
distributor of golf and ski apparel, filed a petition in New
York on Oct. 22 for Chapter 15 protection immediately after the
Superior Court in Quebec appointed a receiver at the request  of
secured lender Salus Capital Partners LLC, owed C$11.6 million
(US$11.3 million).  Affiliates that separately filed Chapter 15
petitions are 9266-4832 Quebec Inc., and Fletcher Leisure Group
Inc./Le Groupe de Loisirs Fletcher Inc.  The case is In re
Fletcher Leisure Group Ltd., 13-bk-13402, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).

PricewaterhouseCoopers Inc., the Canadian Court-appointed receiver
and duly authorized foreign representative for Fletcher Leisure et
al., is represented by Daniel S. Lubell, Esq., and Eleni D.
Theodosiou-Pisanelli, Esq., at Hughes Hubbard & Reed LLP, in New
York.


FLINTKOTE CO: Court OKs Dr. Timothy Wyant as Claims Consultant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
James J. McMonagle, as the legal representative for future
claimants, to retain Dr. Timothy Wyant as a claims evaluation
consultant to the Futures Representative, nunc pro tunc to
Dec. 10, 2013.

On Nov. 16, 2011, the Debtors filed an amended joint plan of
reorganization.  A key feature of the Plan is the creation of
a channeling injunction under Section 524(g) of the Bankruptcy
Code.  Through this channeling injunction, all current and future
asbestos-related personal injury claims against the Debtors will
be directed to a trust established for the purpose of resolving
those claims pursuant to certain trust distribution procedures
(TDP).  Pursuant to the Plan, the Trust will be created and funded
upon the Effective Date, which will occur upon certain conditions
precedent having been satisfied or waived, including the condition
that the Confirmation Order has been issued or affirmed by the
District Court.

On Dec. 21, 2012, the Court entered an order confirming the Plan.
Both the Plan and the Confirmation Order authorize the Plan
Proponents, which includes the Debtors and the Futures
Representative, to commence efforts to implement the Trust upon
the occurrence of the Effective Date.

"Dr. Wyant's retention is necessary for the Futures Representative
to represent the rights of Future Claimants and protect their
interests during the Trust's startup phase.  The Trust's startup
efforts will include finalizing the TDP, including the Initial
Payment Percentage that is described in the TDP and is intended to
ensure the Trust will be in financial position to pay future
asbestos-related claims over the life of the Trust," the Futures
Representatives told the Court.

Over the past 35 years, Dr. Wyant has served as a statistician and
consultant in numerous matters.  He has provided expert testimony
or payment forecasts in six asbestos litigations and has provided
claims forecasts to corporate defendants, claims resolution
trusts, and investment firms tasked with evaluating the financial
health of corporations facing extensive asbestos liability.

Dr. Wyant will:

   (a) estimate the number and value of present and future
       asbestos personal injury claims;

   (b) develop claims procedures to be used in the development of
       financial models of payments and assets of a claims
       resolution trust;

   (c) assist with evaluation of the TDP and any modifications
       thereto;

   (d) provide advice and analysis with respect to the payment
       percentage to be established by the Trust and any
       modifications thereto; and

   (e) perform any and all other functions as are reasonably
       necessary to assist the Futures Representative in his
       efforts to effectively represent the interests of Future
       Claimants.

Dr. Wyant's standard hourly rate is $450.  This rate is
subject to periodic adjustments to reflect economic and other
conditions.  Expenses for travel and consumables are billed at
cost to the client.  Charges are not accumulated or billed to the
client for non-professional or clerical staff.

Dr. Wyant will bill the Debtors for reimbursement of all of his
reasonable and necessary out-of-pocket expenses incurred in
connection with his employment.

Dr. Wyant has informed the Futures Representative that he is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Futures Representative is represented by:

         James L. Patton, Jr., Esq.
         Edwin J. Harron, Esq.
         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Rodney Square
         1000 North King Street
         Wilmington, Delaware 198001
         Telephone: (302) 571-6600
         Facsimile: (302) 571-1253
         E-mail: jpatton@ycst.com
                 eharron@ycst.com

              - and -

         Reginald W. Jackson, Esq.
         VORYS, SATER, SEYMOUR & PEASE LLP
         52 East Gay Street
         Columbus, OH 43215
         Telephone: (614) 464-6400
         Facsimile: (614) 464-6350
         E-mail: rwjackson@vorys.com

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York,
N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at
Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

When Flintkote filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it estimated assets of $1 million to $50 million, and debts of
more than $100 million.

The Debtors' Chapter 11 cases have been re-assigned to Judge Mary
F. Walrath in line with the retirement of former Bankruptcy
Judge Judith Fitzgerald.

FLORIDA GAMING: Committee Seeks to Limit Lender's Credit Bid
------------------------------------------------------------
The Official Joint Committee of Unsecured Creditors of Florida
Gaming Centers, Inc., and Florida Gaming Corporation asks the U.S.
Bankruptcy Court for the Southern District of Florida, Miami
Division, to (i) limit the amount that ABC Funding, LLC, may
credit bid in connection with the pending sale of substantially
all of the assets of Centers and Corp., and (ii) establish certain
protections for ABC in connection therewith.

The Committee asserts that the Court should, at a minimum, exclude
from ABC's potential credit bid those components of the ABC Claim
which relate to (i) the amount of the asserted warrant claim
(approximately $33.6 million), (ii) the prepayment premium
(approximately $1.744 million), and (iii) the original issue
discount (approximately $1.7 million).  ABC asserts that it is due
no less than $127,645,985.

According to the Committee, the Debtors have already commenced an
adversary proceeding against ABC, challenging the extent,
validity, priority and enforceability of several aspects of the
ABC Claim.  The pending adversary proceeding and other motions
relating to the ABC Claim are more than enough support for the
Court to determine that the ABC Claim is the subject of a bona
fide dispute, and for the Court to exercise its discretion under
Section 363(k) of the Bankruptcy Code to limit or condition ABC's
ability to credit bid, counsel for the Committee, Paul J.
Battista, Esq., at Genovese Joblove & Battista, P.A., in Miami,
Florida, asserts.

The Committee recognizes that a situation could occur where ABC
elects to credit bid at the sale of the Debtors' assets and the
Court, limits ABC's credit bid right to approximately $90 million
by excluding the Warrant Claim, the Prepayment Claim and the OID
Claim -- but ABC ultimately prevails in the allowance of the ABC
Claim, whether on appeal or otherwise, including the Warrant
Claim, the Prepayment Penalty and the OID Claim.  Mr. Battista
says that based on the current stalking horse bid of $115 million
from Silvermark, LLC, ABC would be able to credit bid
approximately $90 million and then bid cash for the balance of its
bid, which would exceed $29 million.  If ABC succeeded in
acquiring the Debtors' assets with the bid, but the litigation
over the amount of the ABC Claim was still pending, then the Court
could protect ABC's interests by escrowing the cash portion of the
purchase price in excess of the credit bid amount or allowing ABC
to post a letter of credit for the cash portion of the purchase
price, Mr. Battista adds.  The Committee asserts that the escrow
or letter of credit mechanism would allow the auction and sale to
proceed, would preserve the bona fide claims asserted against ABC
and at the same time would protect ABC in the event it was
successful on the allowance of the ABC Claim.

Debtors Florida Gaming Centers, Inc., Florida Gaming Corporation,
Tara Club Estates, Inc., and Freedom Holding, Inc., join in the
Committee's motion.  Corp. and Centers entered into an asset
purchase agreement with Silvermark, on December 30, 2013, pursuant
to which Silvermark agreed to acquire substantially all of
Centers' assets for a cash purchase price of $115,000,000 and
assumption of certain liabilities of approximately $17,500,000.

The Committee is also represented by Glenn D. Moses, Esq., and
Michael A. Friedman, Esq., at Genovese Joblove & Battista, P.A.,
in Miami, Florida, asserts.

The Debtors are represented by Luis Salazar, Esq. --
Salazar@SalazarJackson.com -- and Aaron P. Honaker, Esq. --
Honaker@SalazarJackson.com -- at SALAZAR JACKSON, LLP, in Miami,
Florida.

                        About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.

Its parent, Florida Gaming Corp. (FGMG:US), and two other
affiliates also sought court protection.

Florida Gaming previously negotiated a sale of virtually all its
assets to casino operator Silvermark LLC for $115 million in cash
and $14 million in assumed liabilities.  A provision in the
financing agreement required Florida Gaming to make an additional
payment to the lender -- ABC Funding -- if the assets are sold to
third party.  Jefferies LLC was hired to determine that amount,
about $26.8 million, and valued the company at more than $180
million.

Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents
Florida Gaming.

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

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


FLOWER FACTORY: Trust Wins Judgment Against Magic Creations
-----------------------------------------------------------
The creditor trust of Flower Factory Inc., won summary judgment in
its action to recover preferential payments made by the Debtor to
Magic Creations Inc.  Judge Russ Kendig said a question of fact
remains as to the aggregate amount of the transfers.  The Trust's
affidavit indicates the transfers totaled $14,460.54 while the
Defendant's has a total amount of $14,410.54.  The court will
enter judgment for the lesser amount and allow the parties to
petition for further hearing as necessary, Judge Kendig said in a
Jan. 23 Memorandum of Opinion available at http://is.gd/GFNxPn
from Leagle.com.

The Debtor and the Defendant have done business for approximately
20 years.  The Debtor operated seven retail stores that sold party
goods, craft supplies, and other merchandise to the public.  The
Defendant was a supplier of goods to the Debtor under purchase
agreements executed by the parties.

The action is, THE FLOWER FACTORY, INC., et al., CREDITOR TRUST,
BY AND HIS CAPACITY AS CREDITOR TRUSTEE, Plaintiff, v. MAGIC
CREATIONS, INC., Defendant, Adv. Proc. No. 13-6024 (Bankr. N.D.
Ohio).

North Canton, Ohio-based Flower Factory Inc. filed for Chapter 11
bankruptcy protection (Bank. N.D. Ohio. Case No. 11-60406) on
Feb. 15, 2011.  Judge Russ Kendig presides over the case.  Marc
Merklin, Esq., Brouse McDowell LPA, represents the Debtor.  The
Debtor estimated assets of between $1 million and $10 million, and
debts of between $10 million and $50 million.


FOREST LABORATORIES: Moody's Rates New Senior Notes 'Ba1'
---------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the senior
notes of Forest Laboratories, Inc. The rating outlook remains
stable. Proceeds are expected to be used together with cash on
hand to fund the acquisition of Aptalis Pharma Inc.

Rating assigned:

Ba1 (LGD 4, 52%) Senior unsecured notes of $1.8 billion

Ratings Rationale

Forest's Ba1 rating reflects its good presence in the US
pharmaceutical market, its long history of successful product
approvals and commercial success, and the growth potential from a
series of newly launched products. While its products treat
specialty conditions and diseases, the products are broadly
prescribed by primary care physicians. Forest recently launched a
number of promising new products that have the potential for good
revenue and cash flow, which is critical given the upcoming loss
of Namenda exclusivity in January 2015. Forest will steadily
convert this franchise to Namenda XR, which faces long-term patent
protection, but conversion back to generics of the original
version will pressure the franchise. The rate of commercial uptake
of Forest's new products is difficult to predict, and creates
execution risk, especially in light of accelerating pricing
pressure in the US market driven by managed care formulary
strategies.

The acquisition of Aptalis will immediately add more than $300
million in EBITDA and expand Forest's revenue base by almost $700
million. It will also decrease its dependence on Namenda.

The rating outlook is stable, incorporating Moody's expectation
that debt/EBITDA will be sustained below 3.0 times even as EBITDA
is reduced by the January 2015 Namenda patent expiration.

Moody's could upgrade Forest's ratings if new product launches are
successful, if the company retains a significant portion of the
Namenda franchise in Namenda XR, and if business development
activities, such as acquisitions and in licensing, are pursued in
a manner that preserves solid credit ratios. Specific factors
Moody's will consider include revenue growing in excess of $4
billion and debt/EBITDA sustained below 2.0 times. Conversely,
factors that could result in a downgrade include debt/EBITDA
sustained above 3.0 times, failure to achieve cost synergies or
solid growth in new products, or debt-financed acquisitions or
share repurchases. Although not expected, the addition of secured
debt or guaranteed debt to Forest's capital structure could cause
the rating on the unsecured notes to be downgraded.

Headquartered in New York, NY, Forest Laboratories, Inc.
("Forest") is a mid-sized pharmaceutical company operating
primarily in the United States. Net sales for the 12 months ended
September 30, 2013 totaled $3.2 billion.

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


GMG CAPITAL: Loses Exclusivity; VC Fund May File Own Plan
---------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein denied the request of GMG
Capital Partners III, L.P. and GMG Capital Partners III Companion
Fund, L.P., for an extension of their exclusive period to file a
plan and solicit acceptances.

GMG's principal creditors, Athenian Venture Partners I, L.P. and
Athenian Venture Partners II, L.P., object to an extension.

This is an atypical case in which GMG does not operate, and its
sole business is managing a portfolio (through an affiliated
management company) consisting of the stock in three technology
companies, including Open Peak, Inc.  GMG expects that Open Peak
will increase significantly in value in the near future, but
Athenian is less optimistic or at least unsure.

The question posed by GMG's exclusivity motion is whether GMG
should be permitted to impose its view of the future on Athenian
and any other party in interest by preventing them from filing a
plan that calls for a different exit strategy that may involve a
quicker sale of the portfolio.  According to Judge Bernstein, GMG
has failed to sustain its burden of demonstrating cause to extend
exclusivity, and accordingly, the Motion is denied.

GMG is comprised of four affiliated venture capital investment
funds.  Their principal assets consist of investments in three
portfolio companies: (a) Open Peak (b) Lancope, Inc., and (c)
X-Factor Communications, LLC.  Open Peak, in which GMG holds an
approximate 5% equity position, appears to be the most valuable.
GMG estimates that this interest will be worth not less than $25
million in the near future.  In addition, the Debtors listed the
aggregate value of their investments in Lancope and X-Factor
Communications at approximately $3 million.

Aside from office furniture, their only other assets consist of a
claim for management fees in the aggregate approximate sum of $1.2
million.  This receivable has been outstanding for more than 90
days.  GMG earns no income and pays few expenses.

Athenian is also a venture capital investment fund.  At one time,
GMG and Athenian were co-investors in a technology stock, but in
2005, Athenian sold its interest to GMG.  In exchange, GMG
executed and delivered a Limited Recourse Promissory Note, dated
Aug. 18, 2005 in favor of Athenian in the aggregate sum of
$6 million.  Subject to certain conditions, the Note required GMG
to make monthly payments of principal in the amount of $15,000,
defined in the Note as the "Mandatory Payments."

GMG failed to pay the Note in accordance with its terms, and
Athenian sued GMG in Delaware state court.  On June 21, 2013,
Athenian recovered a judgment that ordered GMG to pay Athenian
$15,000 by the last day of each month until the $6,000,000 Note
was paid in full, and also awarded liquidated damages for past due
Mandatory Payments in the amount of $960,000, pre-judgment
interest in the amount of $157,646 and attorneys' fees, costs and
expenses in the amount of $1,201,157.  According to GMG's
Schedules, Athenian holds a claim in the sum of $6,950,000 (listed
as unliquidated), which is slightly more than 88% of GMG's total
unsecured debt.

Faced with Athenian's efforts to collect the Judgment by forcing
the sale of the portfolio, the Debtors filed their chapter 11
cases on Sept. 10, 2013.  Additional affiliates followed suit on
Nov. 14, 2013, and the four Debtors' cases are being jointly
administered.  Aside from discovery skirmishes involving GMG and
Athenian, little has occurred in these cases.  The first batch of
Debtors filed their schedules and statement of financial affairs
late, and the Subsequent Debtors not at all. In addition, GMG has
not filed an application to fix a deadline for filing claims.

Exclusivity expired on January 8, 2014, and the Original Debtors
made a timely motion to extend exclusivity on that day. The thrust
of GMG's argument is that the value of its holdings, primarily in
Open Peak, will increase dramatically in the near future, and
accordingly, it is in the interest of the creditors and equity to
hold onto those investments rather than liquidate them now. Open
Peak has developed "corporate mobility software" which permits a
corporate employee to use his workspace virtually on his personal
smart phone at security and efficiency levels not otherwise found
in the marketplace.  The software is currently in trial phases
with AT&T Wireless and Research in Motion end users at a number of
the largest Fortune 500 companies, and Open Peak expects to sign
with major international carriers.  In addition, AT&T Wireless has
recently invested $15 million in Open Peak.

GMG's investments are currently illiquid but GMG expects 2014 to
be "the pivotal year in which a sale, merger or initial public
offering transaction (each, a "Transaction") will finally allow
them to realize these investments." Conservatively speaking, Open
Peak may have a transaction value of $500 million, but any effort
to liquidate the investment prematurely before a Transaction would
severely depress its value.

Athenian argues that GMG is a non-operating company that has
parked itself in bankruptcy as a stalling tactic. It hopes that
its 10-year old speculative technology investments will pay off
and realize value to its limited partners who are currently "out
of the money."

According to Judge Bernstein, "at bottom, this is a two party
dispute, and each side appears to have a different view of the
future.  Presumably, the market knows what GMG knows, and will
assess Open Peak's prospects and value the stock accordingly.
Furthermore, Athenian owes fiduciary duties to its own partners,
and is not likely to insist on a precipitous sale if it believes
that the value of GMG's portfolio will increase in the near future
and provide a greater distribution to creditors.  Each side should
be able to file their own plan and let the other creditors, the
market, and if necessary, the Court, determine the value of the
Open Peak stock in the context of a sale or a confirmation
hearing.  Accordingly, the motion to extend exclusivity is
denied."

A copy of the Court's Jan. 24, 2014 Memorandum Decision is
available at http://is.gd/mTCfHjfrom Leagle.com.

                   About GMG Capital Partners

GMG Capital Partners III, L.P., and GMG Capital Partners III
Companion Fund, L.P., sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 13-12937 and 13-12939) in Manhattan on Sept. 10,
2013.  GMG Capital Partners III disclosed $21,696,757 in assets
and $7,877,498 in liabilities as of the Chapter 11 filing.

Michael S. Fox, Esq., and Jonathan T. Koevary, Esq., at Olshan
Frome Wolosky LLP, serve as counsel to the Debtors.

Athenian Venture Partners I, L.P. and Athenian Venture Partners
II, L.P., are represented by Halperin Battaglia Raicht, LLP's Alan
D. Halperin, Esq., and Carrie Essenfeld, Esq.; and Morris,
Nichols, Arsht & Tunnell LLP's Derek C. Abbott, Esq., and Daniel
B. Butz, Esq.


HARLAND CLARKE: Moody's Says Upsized Loan No Impact on 'B2' CFR
---------------------------------------------------------------
Moody's said Harland Clarke Holdings Corp.'s upsize of the term
loan B3 from $500 million to $600 million and downsize of the
senior unsecured notes from $590 million to $540 million will not
impact its B2 Corporate Family Rating. The B1 ratings are
unchanged on the term loan B2, B3, senior secured notes due 2018,
and proposed senior secured notes due 2020, but the LGD point
estimates change from LGD3 39% to 41%. The Caa1 rating on the
proposed $540 million senior unsecured notes is unchanged but the
point estimates change from LGD5 89% to LGD6 91% reflecting the
increased amount of secured debt ahead of it in the capital
structure.

Ratings Rationale

The principal methodology used in this rating was the Global
Publishing Industry 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.

Harland Clarke Holdings Corp., headquartered in San Antonio, TX,
is a provider of check and check-related products, direct
marketing services and customized business and home office
products to financial services, retail and software providers as
well as consumers and small business, and through its Scantron
business, data collection, testing products, scanning equipment
and tracking services to educational, commercial, healthcare and
government entities. M&F Worldwide Corp. ("M&F") acquired check
and related product provider Clarke American Corp. ("Clarke
American") in December 2005 for $800 million and subsequently
acquired the John H. Harland Company ("Harland") in May 2007 for
$1.4 billion. M&F merged Clarke American and Harland to form
Harland Clarke. M&F's remaining publicly traded shares were
acquired by portfolio company, MacAndrews & Forbes Holdings Inc
(MacAndrews) on December 21, 2011. MacAndrews is wholly owned by
Ronald O. Perelman. Harland entered into an agreement to acquire
Valassis Communications, Inc. ("Valassis") on December 17, 2013.
Valassis is headquartered in Livonia, Michigan, provides
promotional and advertising products including Shared Mail,
Neighborhood Targeted, Free Standing Inserts, and International,
Digital Media, & Services (coupon clearing, consulting and
analytic services). Moody's expects revenue of combined companies
to be over $3 billion over the next twelve months.


HUNTER DEFENSE: Moody's Lowers CFR to 'Caa2'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service has lowered the ratings of Hunter
Defense Technologies, Inc., including its Corporate Family Rating
("CFR") to Caa2 from Caa1 due to the company's need to address
upcoming debt maturities including its August 2014 first lien debt
maturity. Concurrently, the first lien debt rating was lowered to
Caa1 from B3 and the company's second lien debt was affirmed at
Caa3. The ratings outlook was changed to stable from negative.

Hunter Defense's CFR downgrade to Caa2 is largely driven by the
increased refinancing risk associated with the company's entire
debt structure coming due over the next twelve to thirteen months.
In addition, the company's revenue decline largely stemming from
operating in a sector affected by continued defense budget
pressures also underlie the rating action.

The following ratings were downgraded:

Corporate Family Rating, to Caa2 from Caa1

Probability of Default Rating, to Caa2-PD from Caa1-PD

$145 million outstanding first lien term loan (originally $200
million) due August 2014, to Caa1 (LGD-3, 36%) from B3 (LGD-3,
36%)

The following rating was affirmed:

$44 million outstanding second lien term loan (originally $80
million) due February 2015, at Caa3 (LGD-5, 83%) from Caa3 (LGD-5,
84%)

Outlook, changed to stable from negative

Ratings Rationale

Hunter Defense's Caa2 corporate family rating reflects elevated
refinancing risk due to the company's entire debt structure coming
due with the first lien bank debt maturing in August 2014 followed
by second lien debt maturing in February 2015. In addition,
operating performance in the near term is not expected to improve
meaningfully given the decline in the domestic defense budget.
Hunter Defense's CFR also reflects the company's relatively small
revenue scale and historically volatile nature of shelter sales.
Performance volatility from quarter to quarter stems from the
timing of orders and Department of Defense funding delays.
However, the ratings also consider the ongoing long-term U.S.
military demand for Hunter's technologically advanced mobile
shelter systems and related products for military training
purposes as well as ongoing military maintenance needs. Of note,
the company continues to use positive cash generated from
operations (largely from working capital changes) to voluntarily
prepay debt. However, the CFR also incorporates that annual cash
generation is not expected to be sufficient to repay debt
maturities over the upcoming months. The company's liquidity
profile is characterized as weak due to the need to address the
debt maturities and minimal covenant headroom. The ratings
consider that current liquidity sources are not expected to be
sufficient to satisfy the coming maturity.

The stable outlook is based on the expectation that the company
will continue to generate positive free cash flow, over one times
interest coverage and a focus on streamlining operating costs.

Ratings could be lowered if the company is unable to successfully
refinancing its near-term debt maturities. In addition, if revenue
growth and margin improvement do not materialize, resulting in the
failure to improve credit metrics and liquidity, a ratings
downgrade would be considered.

The ratings could be upgraded if the company addresses its
upcoming debt maturities, grows revenues and profitability through
2014, improves liquidity by increasing free cash flow generation
and expands headroom under financial covenants.

The principal methodology used in this rating was the Global
Aerospace and Defense Industry Methodology published in June 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.

Hunter Defense Technologies, Inc., headquartered in Solon, OH, is
a provider of tactical shelters, CBRN (chemical, biological,
radiological, nuclear) filters and collective protective systems,
and mobile power and temperature control equipment for the U.S.
military and Homeland Security. Annual revenues approximate $250
million. Hunter Defense is majority owned by the private equity
firm Metalmark Capital.


J.C. PENNEY: Amends Poison Pill Plan
------------------------------------
Rachel Abrams, writing for The New York Times' DealBook, reported
that J.C. Penney altered its poison pill plan on Jan. 28 as it
seeks to defend itself against potential activist investors and
preserve a tax benefit.

According to the report, the company lowered the threshold for its
poison pill plan to 4.9 percent from 10 percent. It also said it
had extended the plan until Jan. 26, 2017. The provisions were
originally set to expire this August.

The threshold now requires investors to receive board approval to
purchase more than 4.9 percent of the company's shares, the report
said.  Not doing so would activate the poison pill, which would
flood the market with shares of the company and dilute investors'
interest.  Existing shareholders who currently hold 4.9 percent or
more of the company's stock would be subject to the amendments
only if they tried to buy additional shares.

The new plan takes effect immediately and will be subject to a
shareholder vote in May, the report related.

Steven M. Davidoff, also writing for DealBook, pointed out in a
separate report that J.C. Penney is subject to the occasional
takeover rumor, but more important, it has lately been a hedge
fund hotel.  William A. Ackman's Pershing Square Capital
Management came and noisily left. So did David Tepper's Appaloosa
Management, though less noisily. But others like George Soros's
fund and Richard Perry's Perry Corporation have arrived and
stayed. Still, Perry has reduced its stake, and hedge funds'
interest in the company has waned. The immediate conclusion of
many in the media was that J.C. Penney's move was intended to
prevent any more activist investors from accumulating a large
position.

But this, Mr. Davidoff said, may not be the case, and the reason
lies in the tax reasons behind its action.

J.C. Penney can justify the low trigger because of tax rules that
are even more complex than normal, Mr. Davidoff pointed out.  When
a company accumulates losses, called net operating losses or NOLs,
these have value. If the company returns to profitability, it can
use them for up to 20 years to offset future gains and avoid
paying tax. In some cases, the NOLs can actually be transferred to
other parties.

                        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-'.


JAMESPORT DEVELOPMENT: Section 341(a) Meeting Set on Feb. 21
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Jamesport
Development LLC will be held on Feb. 21, 2014, at 12:00 p.m. at
Room 562, 560 Federal Plaza, CI, NY.

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

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

                   About Jamesport Development

Calverton, New York-based Jamesport Development LLC filed a
Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 14-70202)
on Jan. 21, 2014, in Central Islip, New York.  The Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in liabilities.  The Debtor's Chapter 11 plan and
disclosure statement are due May 21, 2014.

The Debtor is represented by Salvatore LaMonica, Esq., at LaMonica
Herbst and Maniscalco, in Wantagh, New York.  The Hon. Robert E.
Grossman oversees the case.


JENSEN-BYRD: Foreclosure Auction Set for March 12
-------------------------------------------------
Alaska Pacific Bank, a judgment creditor, will sell the property
of Jensen-Byrd Company at public auction, at the exterior door
facing Fourth Street of the Dimond Courthouse for the Superior
Court for the State of Alaska, First Judicial District, 123 4th
Street, Juneau, Alaska 99801, on March 12, 2014 at 10:00 a.m. for
cash.

Proceeds of the sale will be applied against the $1,094,584 in
debt owed to Alaska Pacific Bank, together with any additional
interest, attorney fees, costs and expenses incurred.  Interest
continues to accrue for each day from and after June 10, 2013 at
the contract rate of 6.0% per annum; plus all additional attorney
fees, costs and expenses of the sale incurred by Alaska Pacific
Bank.

The property consists of Lots 12, 13 and 14 at Lucky Lands
Subdivision, having a street address of 25 and 26 State Dock Road,
Gustavus, Alaska 99826.

Sale will be made without warranty, express or implied, regarding
title, possession or encumbrances.  The successful bidder at this
sale will receive a certificate of sale to this property, subject
to the one-year right of redemption authorized pursuant to Alaska
Statutes 09.35.220-330.  The property is sold "as is" and all
bidders assume complete responsibility for determining to their
own satisfaction the condition and value of the property, whether
they have inspected it or not, and for determining the amount,
nature and effect of any and all liens and encumbrances affecting
the property, whether of record or not.

Alaska Pacific Bank may bid by offset bid all or any part of the
debt owed.  All other bidders must be prepared to pay by cash,
certified funds, or cashiers check for the amount of their bid and
be able to demonstrate their compliance with this requirement
before any bid is finally accepted.

A Judgment and Order of Sale, was entered dated July 24, 2013, in
the case, ALASKA PACIFIC BANK, a federally chartered savings bank,
Plaintiffs, vs. TIMOTHY F. GIBSON, SR., also known as TIMOTHY F.
GIBSON, ANNE I. GIBSON, JACOB E. GIBSON, BEAR -- TRACK MERCANTILE,
a partnership, FIRST AMERICAN TITLE INSURANCE COMPANY, JENSEN-BYRD
COMPANY, a Washington corporation, d/b/a JENSEN DISTRIBUTION
SERVICES, and also persons in possession or claiming any right to
possession and all other persons or parties unknown claiming a
right, title, estate, lien, or interest in the real estate
described in the complaint in this action, Defendants, Case No.
1JU-13-600 CI, pending before the Superior Court for the State of
Alaska, First Judicial District at Juneau.

Counsel to Alaska Pacific Bank is:

         Daniel G. Bruce, Esq.
         BAXTER BRUCE & SULLIVAN P.C.
         P.O. Box 32819
         Juneau, Alaska 99803
         Telephone: (907) 789-3166

         or to Mr. Bruce's assistant

         Jeanette Fishel
         Telephone: (907) 790-7150


JOHN C. HILL: Has Access to Cash Collateral Through Feb. 25
-----------------------------------------------------------
Bankruptcy Judge John K. Olson in Fort Lauderdale signed off on an
Agreed Second Interim Order, authorizing, on an interim basis,
John C. Hill to use cash generated by the operation of his
property (a) to continue to operate his property in the ordinary
course, consistent with the cash collateral budget submitted to
the Court, including but not limited to, payment of the Debtor's
general operating expenses and Chapter 11 expenses, and (b) to
make those payments the Debtor is authorized to make pursuant to
Court orders.

The Debtor currently owes $202,300, which includes interest or
other charges in addition to the unpaid principal balance, to the
secured lender.  The Debtor acknowledges that the Loan is secured
by valid, perfected, first priority lien on the Debtor's rental
proceeds.

The Secured Lender is currently reviewing a Loan Modification
Application proposed by the Debtor.  The Debtor will continue to
provide adequate protection payments to the Secured Lender on a
monthly basis in the amount of $628.48.

The Court will conduct a Final Hearing on the Debtor's Use of Cash
Collateral on Feb. 25, 2014 at 10:30 a.m. at the United States
Bankruptcy Court, 299 E. Broward Blvd., Room 301, Fort Lauderdale,
Florida 33301.

A copy the Jan. 22, 2014 Agreed Second Interim Order is available
at http://is.gd/gcnvngfrom Leagle.com.

John C. Hill filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-18344) in 2013.  Mr. Hill continues to operate his
properties and manage his assets as debtor-in-possession.  An
official committee of unsecured creditors has not been appointed
in the case and no trustee or examiner has been sought or
appointed.


LANSING TRADE: S&P Assigns 'B+' CCR & Rates $175MM Notes 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Overland Park, Kan.-based Lansing Trade Group LLC
and to its finance subsidiary, Lansing Finance Company Inc.  The
outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating to the
company's proposed $175 million senior unsecured notes maturing
2021, with a recovery rating of '4', indicating S&P's expectations
for average (30% to 50%) recovery in the event of a payment
default.

The ratings on Lansing reflect S&P's assessment of its "weak"
business risk profile, given the company's regional concentration
and narrow focus on grain merchandising and energy
trading/services.

The ratings also reflect an "aggressive" financial risk profile.
"We estimate Lansing's pro forma debt-to-EBITDA ratio is about 3x,
and FFO to debt is about 27%," said Standard & Poor's credit
analyst Chris Johnson.  "While we anticipate these ratios will
moderately improve in fiscal 2014, they could weaken in weaker
earning cycles or in the event of unforeseen trading losses."

The stable outlook reflects Standard & Poor's belief that the
company will maintain adequate liquidity and grow EBITDA by close
to 10% in 2014, while maintaining credit measures near pro forma
levels, including an FFO-to-debt ratio of more than 25% and an
EBITDA interest coverage ratio of about 4x by fiscal year-end
2014.


LAWRENCE WILEY: Deere Credit's $96,000 Admin. Claim Rejected
------------------------------------------------------------
Bankruptcy Judge John S. Dalis in Augusta, Georgia, denied the
Motion for Allowance of Administrative Expenses filed by Deere
Credit, Inc. in the confirmed chapter 11 case of Lawrence
McConneol Wiley.

Deere Credit's request was filed over a year after the order
confirming the plan.  Deere Credit seeks to recover $96,944.27 as
a Sec. 503(b)(1)(A) administrative expense for the Debtor's
postpetition pre-rejection retention of a leased 2008 Hitachi
ZX650 Excavator.  The Debtor opposes the Motion on the grounds
that it is both untimely and filed in contravention of the terms
of the confirmed plan.

Mr. Wiley's plan was confirmed on March 3, 2012.

"I find that Deere Credit's Motion is untimely, filed in
contravention of the terms of the confirmed Plan, and no cause
exists to allow the late-filed motion to allow this administrative
expense.  I, therefore, do not reach the question of extent to
which the Debtor's sporadic use of the Excavator qualifies as an
actual, necessary cost of preserving the estate," Judge Dalis said
in a Jan. 24, 2014 Opinion and Order available at
http://is.gd/AywLzzfrom Leagle.com.

Lawrence McConneol Wiley filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Ga. Case No. 10-12007) in 2010.


LIFECARE HOLDINGS: Court Grants Dismissal of Ch. 11 Cases
---------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware granted ICL Holding Company, Inc., et al.'s motion to
dismiss their Chapter 11 cases.

Judge Gross stated that with respect to ICL Holding Company, Inc.,
and Holdings CL, Inc., each of the Chapter 11 cases will be
dismissed upon a certification of counsel that (a) the Committee
has completed its claims reconciliation process with respect to
that Debtor, (b) all U.S. Trustee fees attributable to that Debtor
have been paid in full, and (c) all monthly operating reports for
that Debtor have been filed.

Judge Gross added that the Chapter 11 cases of ICL Holding and
Holdings CL will be dismissed upon further certification of
counsel that (d) no further action with respect to the appeals is
pending and that no party to the appeals is entitled to file any
further petition or appeal with respect thereto, (e) the escrows
have been closed in accordance with their terms, and (f) the Court
has entered orders with respect to final fee applications.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

The Debtors are represented by Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware;
Kenneth S. Ziman, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; and Felicia Gerber Perlman, Esq., and Matthew N.
Kriegel, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois.  Rothschild Inc. is the financial advisor.
Huron Management Services LLC will provide the Debtors an interim
chief financial officer and certain additional personnel; and (ii)
designate Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LILY GROUP: IPL, LC Energy Object to Sale, Breakup Fee
------------------------------------------------------
Indianapolis Power & Light Company objected to Lily Group Inc.'s
motion to sell substantially all of its assets.  In particular,
IPL objects to the Debtor's request to assume, or assume and
assign certain agreements.  IPL said the Debtor cannot assume, or
assume and assign, the parties' own agreement without (i) either
confirming and providing proof that a bond is in place, or, if not
in place, obtaining the bond, and (ii) providing adequate
assurance of future performance that the proposed assignee of the
agreement can perform and meet all requirements under the
agreement.

Given the Debtor's past performance and numerous defaults under
the agreement with respect to missing monthly coal delivery
requirements, IPL said it has serious concerns that the
Debtor and any buyer/assignee can meet the requirements under the
agreement beginning March 1, 2014.

LC Energy Holdings LLC, a secured creditor, also filed an
objection to the sale.  LC Energy noted that the Debtor seeks an
order from the Court approving the use of an offer to purchase
assets submitted by Redwine Management Company, Inc., to Ron
Hutchcraft, as president of the Debtor, and to pay a $225,000
break-up fee if the coal estate is sold to another party.

LC Energy objected to the payment of a break-up fee.

On Jan. 10, 2014, the Hon. Frank J. Otte of the U.S. Bankruptcy
Court for the Southern District of Indiana, in an amended order,
approved bidding procedures for the sale of substantially all of
Lily Group's assets.  The Debtor related that at the bid
procedures hearing, its counsel proposed changes to certain terms
contained in the Bid Procedures Motion, specifically to the amount
and timing of a bid deposit, the date by which written bids must
be submitted, and certain conditions applicable to the selection
of a winning bid.  No party has objected to the changes proposed.

The Court will consider approval of the sale to Redwine
Management, the stalking horse bidder, or the winning bidder at a
hearing Jan. 29, 2014, at 9:30 a.m.

The initial bid from Redwine Management sets the floor for further
offers for the assets, which will be sold at auction.

Under the terms of its purchase agreement with Lily Group, Redwine
Management is to receive a breakup fee of $225,000 should the
company choose an offer from a rival bidder.

Redwine Management is entitled to a refund of any payments made in
connection with the deal.  A minimum initial overbid of $325,000
is also required.

Redwine Management is not willing to commit to hold open its offer
to buy the assets unless the bankruptcy court approves the breakup
fee and the overbid protections, Lily Group said in a court
filing.

                    LC Energy Defends Credit Bid

Meanwhile, LC Energy Holdings LLC had asked the Court to deny the
motion of the Official Committee of Unsecured Creditors to limit
credit bidding in the sale of the Debtor's assets.  LC Energy said
the Committee's motion is filled with illogical leaps, unsupported
conclusions, and general misstatements, with the goal of forcing
Platinum Partners credit Opportunity Fund, LP, to either bargain
to payoff lesser priority claims or suffer potentially significant
additional damages.

LC Energy is the successor, by assignment to Platinum.  Platinum
is owed the prepetition sum of $18,317,700 from Lily Group, and is
further owed $675,000 from the Debtor for postpetition Debtor-in-
Possession financing to preserve and protect the assets of the
bankruptcy estate.

The Committee had asked the Court to deny the ability of parties
or any assignees asserting a security interest in the Debtor's
assets from credit bidding at the auction.  The Committee said
that to allow any credit bidding when the actual amount of the
allowed secured claim is unknown could result in a sale that is
unable to be closed or that does not comply with the requirements
or purposes of the Bankruptcy Code.

                        About Lily Group Inc.

Lily Group Inc., the developer of an open-pit coal mine in Green
County, Indiana, filed a petition for Chapter 11 reorganization
(Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23, 2013, in Terre
Haute, estimating assets and debt both exceeding $10 million.

The Debtor is represented by Courtney Elaine Chilcote, Esq., and
David R. Krebs, Esq., at Tucker, Hester, Baker & Krebs, LLC, in
Indianapolis, Indiana.

U.S. Trustee Nancy J. Gargula appointed four members to the
official committee of unsecured creditors in the Chapter 11 cases
of Lily Group Inc. Faegre Baker Daniels LLP represents the
Committee.


LLS AMERICA: Trustee Wins $10,200 Judgment Against Wares
--------------------------------------------------------
Bankruptcy Judge Frederick P. Corbit issued a Report and
Recommendation in the action, BRUCE P. KRIEGMAN, solely in his
capacity as court-appointed Chapter 11 Trustee for LLS America,
LLC, Plaintiff, v. DAVID AND LISA WARES, Defendants, Adv. Proc.
No. 11-80163-FPC11 (Bankr. E.D. Wash.).  According to the Report
and Recommendation:

     -- the Defendants made investments in the Debtor's
        operations, totaling $161,232.60, and the Debtor in
        turn paid to the Defendants $171,473.47.

     -- The Plaintiff is entitled to Judgment against the
        Defendant for an amount of no less than the Defendants'
        total net profits (or "MIMO") in the amount of
        $10,240.87, representing the difference between the
        Defendants' receipt of $171,473.47 in payments from the
        Debtor and investments by the Defendants in the Debtor's
        operations of $161,232.60, plus post-judgment interest
        at the applicable federal rate. The Plaintiff reserves
        the right to obtain Judgment for the total amount of
        payments received by the Defendants (i.e., $171,473.37)
        subject to a trial on the issue of whether the Defendant
        invested in good faith.

A copy of the Jan. 23, 2014 Report and Recommendation is available
at http://is.gd/Uro0dCfrom Leagle.com.


MARTIFER SOLAR: Seeks Authority to Tap $5.0-Mil. in DIP Loans
-------------------------------------------------------------
Martifer Solar USA, Inc., and Martifer Aurora Solar, LLC, seek
authority from the U.S. Bankruptcy Court for the District of
Nevada to obtain postpetition financing from Martifer Solar, Inc.,
in the amount of $5.0 million.

The initial advance amount is (x) $2.160 million, less (y) any
emergency advances previously made.  The Debtors say in court
papers that they need to borrow approximately $2.0 million through
the week ending April 14, 2014, in order to meet their operating
expenses, make interest-only adequate protection payments to the
Prepetition Lender, and fund expenses for the administration of
the Chapter 11 cases.

Each Loan will bear interest at a rate per annum of 9.0%.  In the
event an event of default has occurred and is continuing, the
loans will bear interest at a rate per annum equal to the rate set
forth above plus 3.0% from the date of occurrence of the event of
default until the date the event of default is cured or waived.

The DIP Lender is granted DIP Liens and DIP Superpriority Claim,
subject to a carve-out for (i) all fees required to be paid to the
Clerk of the Bankruptcy Court and to the Office of the United
States, and (ii) an amount not exceeding $2.0 million in the
aggregate.

Cathay Bank, the Debtors' prepetition lender, opposes the Debtors'
motion for approval of postpetition DIP financing from its insider
parent corporation, which is not in bankruptcy.  The Debtors,
according to Cathay Bank, proposes to operate postpetition by
hemorrhaging the Bank's cash collateral.  "Staunching the red ink
by loans from the insider parent via this proposed financing not
only does not solve any of the Debtors' operational issues, but
would seriously be detrimental to the Bank and its security
interests," Cathay Bank asserts.

Cathay Bank is represented by Michael Gerard Fletcher, Esq. --
mfletcher@frandzel.com -- and Reed S. Waddell, Esq. --
rwaddell@frandzel.com -- at FRANDZEL ROBINS BLOOM & CSATO, L.C.,
in Los Angeles, California; and Natalie M. Cox, Esq. --
ncox@klnevada.com -- and RANDOLPH L. HOWARD, ESQ. --
rhoward@klnevada.com -- at KOLESAR & LEATHAM, in Las Vegas,
Nevada.

                        About Martifer Solar

Martifer Solar USA, Inc., said it faced a liquidity crisis caused
in large measure by substantially delayed receipt of its
liabilities.

According to the Debtor, the delay of the receipt of the
receivables has resulted in its largest secured creditor requiring
the company to immediately pay off all outstanding indebtedness
owed to the bank.  The bank, the Debtor adds, has undertaken a
course of action that substantially jeopardizes the company's
continued operations and going concern value.

As a result, Martifer filed a Chapter 11 bankruptcy petition
(Bankr. D. Nev. Case No. 14-10357) in Las Vegas on Jan. 21, 2014.

The Los Angeles, California-based company estimated $10 million to
$50 million in assets and liabilities.

According to the docket, the deadline to file claims is May 21,
2014.  The meeting of creditors under 11 U.S.C. Sec. 341(a) is on
Feb. 20, 2014.

The Debtor has tapped Brett A. Axelrod, Esq., and Micaela Rustia
Moore, Esq., at Fox Rothschild LLP, in Las Vegas, as counsel, and
Armory Consulting Co. as restructuring and financial advisor.


MARTIFER SOLAR: Seeks to Use Cathay Bank's Cash Collateral
----------------------------------------------------------
Martifer Solar USA, Inc., and Martifer Aurora Solar, LLC, seek
authority from the U.S. Bankruptcy Court for the District of
Nevada to use the cash collateral of their prepetition lender,
Cathay Bank, in order to provide funding and liquidity for the
ongoing operation of the Debtors' business and to fund the
expenses of the Chapter 11 case.

In November 2013, the Prepetition Lender originated a working-line
of credit for the benefit of the Debtors, allowing them to draw up
to a maximum principal amount of $12 million.  The Cathay Loan is
generally secured by Martifer USA's personal property and Aurora's
personal property.  As of the Petition Date, the outstanding
balance of the Loan is approximately $6.4 million.

According to court papers, the Debtors are in negotiations with
the Prepetition Lender regarding the use of cash collateral but
have not yet reached an agreement on the terms thereof.

As adequate protection for any diminution in the value of the
Prepetition Lender's interest, the Prepetition Lender will receive
(a) adequate protection payments in an amount equal to the non-
default contractual rate of interest applicable from time to time
to amounts outstanding under the Prepetition Credit Agreement; (b)
replacement liens; and (c) a superpriority claim, subject and
junior only to the carve-out.

The carve-out is equal to (i) all fees required to be paid to the
Clerk of the Bankruptcy Court and to the Office of the United
States, and (ii) an amount not exceeding $2.0 million in the
aggregate.

Cathay Bank is represented by Michael Gerard Fletcher, Esq. --
mfletcher@frandzel.com -- and Reed S. Waddell, Esq. --
rwaddell@frandzel.com -- at FRANDZEL ROBINS BLOOM & CSATO, L.C.,
in Los Angeles, California; and Natalie M. Cox, Esq. --
ncox@klnevada.com -- and RANDOLPH L. HOWARD, ESQ. --
rhoward@klnevada.com -- at KOLESAR & LEATHAM, in Las Vegas,
Nevada.

                        About Martifer Solar

Martifer Solar USA, Inc., said it faced a liquidity crisis caused
in large measure by substantially delayed receipt of its
liabilities.

According to the Debtor, the delay of the receipt of the
receivables has resulted in its largest secured creditor requiring
the company to immediately pay off all outstanding indebtedness
owed to the bank.  The bank, the Debtor adds, has undertaken a
course of action that substantially jeopardizes the company's
continued operations and going concern value.

As a result, Martifer filed a Chapter 11 bankruptcy petition
(Bankr. D. Nev. Case No. 14-10357) in Las Vegas on Jan. 21, 2014.

The Los Angeles, California-based company estimated $10 million to
$50 million in assets and liabilities.

According to the docket, the deadline to file claims is May 21,
2014.  The meeting of creditors under 11 U.S.C. Sec. 341(a) is on
Feb. 20, 2014.

The Debtor has tapped Brett A. Axelrod, Esq., and Micaela Rustia
Moore, Esq., at Fox Rothschild LLP, in Las Vegas, as counsel, and
Armory Consulting Co. as restructuring and financial advisor.


MI PUEBLO: Court Issues 11th Interim Cash Collateral Order
----------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California, according to Mi Pueblo San Jose,
Inc.'s case docket, issued an 11th interim order authorizing the
use of cash collateral in which secured creditor Wells Fargo Bank,
N.A. asserts an interest.

As reported in the Troubled Company Reporter on Dec. 30, 2013, the
Debtor will make adequate protection payments to the Bank,
consisting of the amount equal to the sum of (i) the monthly
payment of principal and interest at the non-default rate that
will be due and owing by the Debtor to the Bank pursuant to the
Term Note dated May 15, 2012, in the original principal amount of
$12.50 million, made by the Debtor to the order of the Bank, on
that payment date; (ii) the monthly payment of interest at the
non-default rate that will be due and owing by the Debtor to the
Bank pursuant the revolving reducing note dated May 15, 2012, in
the original principal amount of $12.50 million, made by the
Debtor to the order of the Bank, on that payment date; and (iii)
the monthly payment required to be paid by the Debtor to the Bank
pursuant to the swap documents executed by the Debtor in favor of
the Bank for Trade No. 9285392, on that payment date.

As further adequate protection for the Debtor's use of cash
collateral, the Bank has been granted a valid, non-avoidable, and
fully perfected replacement lien in the replacement collateral, or
all property of the same type as the prepetition collateral
acquired by the Debtor on or after the Petition Date, to secure
any diminution in value of any of the prepetition collateral.  In
addition to the continuation of the replacement lien, the Bank
will continue to be entitled to an administrative expense claim
with a superpriority status.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53893) in San Jose, California, on July 22, 2013.
An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MI PUEBLO: Jan. 30 Hearing on Bid to Extend Lease Decision Period
-----------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Jan. 30, 2014, at
2:15 p.m., to consider Mi Pueblo San Jose, Inc.'s requests to
enter into stipulations with its lessors pursuant to Section
365(d)(4)(B)(ii) of the Bankruptcy Code to further extend the
deadline to assume or reject nonresidential real property leases.

The current deadline for the assumption or rejection of unexpired
leases is Feb. 17, 2014.

Mi Pueblo is analyzing its business operations as part of its
reorganization process and believes it will need further time to
evaluate its reorganization efforts and ultimately determine how
Mi Pueblo plans to proceed Mi Pueblo currently is reaching out to
its Lessors, and anticipates that those lessors soon will execute
the stipulations allowing the requested extension of time.  When
stipulations are obtained for the current extension or future
extensions, Mi Pueblo intends to immediately file the stipulations
with the Court, accompanied by a proposed order approving such
stipulation and extension of time.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53893) in San Jose, California, on July 22, 2013.
An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MI PUEBLO: Piper Jaffray Defends Compensation Structure
-------------------------------------------------------
Piper Jaffray & Co., which is being tapped as Mi Pueblo San Jose
Inc.'s investment banker, responded to objections filed against
firm's employment and the Debtor's proposed payment of a $50,000
advance retainer to the firm.

The U.S. Trustee, the Official Committee of Unsecured Creditors,
and Wells Fargo Bank, N.A., has objected to the Debtor's
application to employ Piper Jaffray as investment banker.

Piper Jaffray asserts that the firm's compensation is based on the
successful consummation of a deal, and Piper Jaffray is exposed to
potential third party claims from disgruntled suitors, potential
lenders, or other stakeholders given the nature of the investment
banking services that Piper Jaffray intends to provide.

As reported in the Troubled Company Reporter on Jan. 13, 2014, the
Debtor proposed to retain Piper Jaffray as investment banker and
exclusive agent for a period of at least 180 days to assist the
Debtor in maximizing the value of its assets through a sale,
financing, equity placement or other Transaction on the terms set
forth in the Engagement Letter.  The Firm's services will include,
but are not limited to, the following:

   (a) consult with Mi Pueblo in planning and implementing the
       Transaction;

   (b) at Mi Pueblo's request, prepare in collaboration with Mi
       Pueblo a memorandum describing the Debtor, its history, the
       nature of its operations, such financial information as may
       be appropriate to reflect the Debtor's past performance and
       its projected growth and earnings capacity, the management
       structure and such other information as is customary or as
       Piper Jaffray considers appropriate in the circumstances;

   (c) make initial contacts with potential investors, lenders or
       purchasers approved by Mi Pueblo;

   (d) when appropriate, arrange and participate in visits to Mi
       Pueblo's facilities by potential investors or purchasers
       and otherwise making introductions and performing services
       as Piper Jaffray recommends to develop potential
       investors', lenders' or purchasers' interest in the
       business;

   (e) assist Mi Pueblo in negotiations with potential investors,
       lenders or purchasers as the Debtor reasonably requests;

   (f) if requested, provide expert testimony and support in a
       bankruptcy proceeding;

   (g) consult with Mi Pueblo in structuring any investment
       proposals;

   (h) assist Mi Pueblo in analyzing proposals received;

   (i) assist Mi Pueblo in preparing for due diligence conducted
       by potential investors, lenders or purchasers; and

   (j) assist Mi Pueblo in negotiating definitive documentation.

As set forth in the Engagement Letter, the Debtor has agreed to
compensate Piper Jaffray for its services under the following
structure (the "Compensation Structure"):

   (a) a non-refundable retainer fee of $50,000 (the "Retainer
       Fee"), payable up-front, which Retainer Fee will be applied
       to reduce any Placement Fee or Sale Fee; and

   (b) in the event Mi Pueblo consummates a Debt Placement and
       Equity Placement (a "Placement") pursuant to an agreement
       or commitment entered into during the term of Piper
       Jaffray's engagement, a cash fee, payable at closing of
       the Placement (the "Placement Fee"), equal to:

        - 1.5% on all sales or issuances of senior secured
          facilities not structured as a unitranche facility;

        - 2.0% on all sales or issuances of senior secured
          facilities structured as a unitranche facility;

        - 2.5% on all sales or issuances of second lien
          facilities;

        - 3.5% on all sales or issuances of subordinated
          facilities;

        - 5.5% on the gross proceeds received by Mi Pueblo on all
          sales of Equity Securities;

       Payable by wire transfer of immediately available funds at
       each closing; provided that Piper Jaffray's total fee for
       services that include a Debt and Equity Placement will not
       be less than $750,000;

   (c) in the event of a Sale, pursuant to an agreement or
       commitment entered into during the term of our engagement,
       a cash fee, payable at closing of the Sale (the "Sale
       Fee"), equal to $1 million of the Aggregate Transaction
       Value up to $45 million and 2.5% of the Aggregate
       Transaction Value above $45 million; and

   (d) reimbursement of reasonable out-of-pocket expenses
       consistent with local Court guidelines, including, but not
       limited to, travel and reasonable allocation of database,
       printing, courier and communication costs, whether or not a
       Transaction occurs.

Teri Stratton, managing director of Piper Jaffray, 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.

In its objection, Wells Fargo says the Engagement Letter requires
Mi Pueblo to use "commercially reasonable efforts" to permit the
use of the Bank's cash collateral to pay for Piper Jaffray's fees
and expenses.  This phrase in the Engagement Letter is not defined
and is ambiguous at best.  In addition, the Bank will not consent
to the use of its cash collateral to pay Piper Jaffray's out-of-
pocket fees and expenses, especially since there is a source of
funds in the Mi Pueblo bankruptcy estate to pay these out-of-
pocket fees and expenses -- the $1,900,000 recently lent by
Juvenal Chavez to the Debtor.

The U.S. Trustee objects to the indemnification proposed to be
accorded Piper Jaffray.  The U.S. Trustee said the terms and scope
of the indemnity is inconsistent with the practices of this Court
and should not be approved.  The indemnity provisions are
unreasonable under the circumstances of this case. They expose the
estate to unknown and potentially unlimited liability.

The Unsecured Creditors Committee believes that any order
authorizing the employment of Piper Jaffray as as investment
banker should specifically provide for Piper Jaffray to report to,
and to be responsible to, the Committee, as well as to the Debtor.

In response to the Objections, Mi Pueblo believes the concerns
raised by Wells Fargo have merit. Wells Fargo Bank has pointed out
problems with the extension of items for which Piper Jaffray seeks
compensation.  Mi Pueblo agrees it will include a report to Wells
Fargo in each of its weekly calls with the Bank and the Committee,
as requested.  The Debtor also notes that the Committee and Piper
Jaffray may have already resolved their disputes over economic
points.  Mi Pueblo must however retain full authority to instruct
Piper Jaffray in any negotiations and in communications with any
counter-party over the approval of any and all transactions and
have sole authority to direct Piper's actions.

On the U.S. Trustee's objection, Mi Pueblo has been informed that
Piper Jaffray has agreed to limit expenses to actual costs
incurred. The only remaining objection is to the proposed
indemnity.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53893) in San Jose, California, on July 22, 2013.
An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MONTREAL MAINE: Court Okays Sale of All Assets to Fortress Unit
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine authorized
Montreal Maine & Atlantic Railway, Ltd., et al., to sell of
substantially all of their assets to Railroad Acquisition Holdings
LLC, pursuant to an asset purchase agreement dated Dec. 12, 2013,
as amended.

As reported in the Troubled Company Reporter on Jan. 23, 2014, the
unit of New York-based Fortress Investment Group came away as
winner at the Jan. 21 auction of substantially all of the assets
of the Debtors, according to various reports.

Montreal Gazette reported that the Canadian and U.S. operations of
MMA will to go the Fortress unit for $15.7 million.

The Fortress unit, Railroad Acquisitions Holdings LLC, served as
stalking horse bidder with an initial offer of $14.25 million.
Robert Keach, Esq., the court-appointed Chapter 11 trustee for
MM&A, has said the minimum bid was $15.7 million.

The Court, in its order, also determined that each of the
assumption and assignment objections is moot and is therefore
overruled.

Previously, CIT Group/Equipment Financing, Inc., Flex Leasing I,
LLC, and Flex Leasing II, LLC objected to the Debtor's sale motion
particularly on the purchaser's assumption and assignment of the
CIT leases.  CIT Lessors has requested that the purchaser provide
adequate assurance of future performance, and defaults under the
CIT Leases are cured.

The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.

                        About Montreal Maine

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

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

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

Justice Martin Castonguay oversees the case in Canada.

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

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

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

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

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

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


MONTREAL MAINE: Baker Newman Okayed as Ch. 11 Trustee's Accountant
------------------------------------------------------------------
The Bankruptcy Court authorized Robert J. Keach, Chapter 11
trustee for Montreal Maine & Atlantic Railway, Ltd., et al., to
employ Baker Newman & Boyes, LLC as his accountant nunc pro tunc
to Aug. 7, 2013.

As reported by the Troubled Company Reporter on Dec. 17, 2013, the
Chapter 11 trustee said Baker Newman will be providing audit
services for, and preparing the corporate state and federal income
tax filings of, the Debtor, as well preparing and coordinating the
Canadian tax filings of Montreal Maine & Atlantic Canada Co., and
providing additional and necessary accounting, tax, and advisory
services, to the extent requested by the Trustee.

As reported in the TCR on Jan. 13, 2014, William K. Harrington,
the U.S. Trustee for Region 1, filed an objection to the trustee's
application to employ Baker Newman, stating that he does not
oppose the retention of Baker Newman, but submitted that Baker
Newman's retention should be effective as of the date of the
application, absent a showing that the untimeliness of the
application was occasioned by extraordinary circumstances.  The
application seeks post facto approval of the Chapter 11 Trustee's
retention of Baker Newman.  The application was filed on Dec. 6,
2013, and seeks an order approving the retention effective as of
Aug. 7, 2013.

                        About Montreal Maine

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

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

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

Justice Martin Castonguay oversees the case in Canada.

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

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

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

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

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

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

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.

The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.


MONTREAL MAINE: Court Denies WD Claimants' Bid to Disband Panel
---------------------------------------------------------------
The Bankruptcy Court, in a proceeding memo, denied a motion to
disband the Official Committee of Derailment Victims appointed in
the Chapter 11 case of Montreal Maine & Atlantic Railway, Ltd.

As reported in the Troubled Company Reporter on Jan. 10, 2014, the
Official Committee of Derailment Victims objected to the request
of the Unofficial Committee of Wrongful Death Claimants to disband
the official committee.

In its order directing the appointment of the Committee, the U.S.
Bankruptcy Court had stated that the victims of the July 6, 2013
train derailment at Lac-Megantic have the right to be heard in the
bankruptcy proceeding.

According to the Official Committee, counsel for the Unofficial
Committee is seeking to "strip victims of their official committee
standing and deny them a voice to be heard" by asking the U.S.
Court to believe that the Official Committee is "ill-positioned"
and unable to function as it is currently constituted.  To the
contrary, the Official Committee argues, since its formation on
Dec. 10, 2013, the Committee has convened several times, including
an-in person meeting with proposed counsel prior to the Dec. 18,
2013 hearing before the U.S. Court, to discuss various issues
regarding the progress of the bankruptcy case.

The Official Committee said its current composition is the result
of the U.S. Trustee's fulfillment of the Court's mandate to
appoint a victims' committee to ensure adequate representation of
the victims of the Derailment.  The Committee members represent a
broad spectrum of claims arising from the derailment: property
damage claims; environmental remediation claims; and tort claims,
among others.  Any argument by counsel for the Unofficial
Committee that the Official Committee does not adequately
represent the victims of the Derailment is the result of counsel's
own failed strategy.  Counsel for the Unofficial Committee either
failed to inform their clients -- consisting of representatives of
the estates of 46 victims of the Derailment -- about the Committee
formation meeting held on Nov. 22, 2013, or actively directed them
to not participate.  As such, they have no one but themselves to
blame for what they complain about in the Motion, the Official
Committee said.

              UST Also Defends Committee Appointment

The TCR also reported that the United States Trustee filed
objections to the Disbandment Motion.  According to the U.S.
Trustee, the Unofficial Committee styled the Motion as one to
modify the Court's Oct. 18, 2013 order, which authorized the U.S.
Trustee to appoint a committee of victims.  The Movants allege
they are entitled to this relief because the Official Committee,
as constituted, is "fatally flawed."  Despite its title, the U.S.
Trustee argues, the Motion is an inappropriate attempt by the
Movants to re-litigate their objection to the formation of a
committee -- an objection that was overruled by the Court in
October.  Since that time, the Movants have formed an "unofficial
committee" and have chosen not to participate in the official
committee formation process -- despite being invited to do so.

Instead of taking action consistent with their stated desire of
non-participation, the U.S. Trustee said the Movants self-
servingly argue that their affirmative decision not to participate
creates a "fatal flaw" in the validly-appointed Committee's
ability to represent the creditors who suffered loss as a result
of the Derailment.  This argument fails because the Committee, as
currently constituted, adequately represents the interests of the
Derailment Creditors.

The U.S. Trustee also said the Movants have raised potentially
legitimate issues as to the eligibility of one of the appointed
members to serve on the Committee.  However, the eligibility issue
raised as to this individual does not materially impact the
Committee's ability to properly carry-out its fiduciary duties and
obligations.

Following the entry of the Order, the U.S. Trustee engaged in an
extensive process to solicit interest in service on the Committee
from all of the various constituencies identified by this Court as
needing representation in this case.  In response, the U.S.
Trustee received sufficient interest, despite Movants decision not
to participate, to form a representative committee.  After holding
a formation meeting in Carrabassett Valley, Maine on Nov. 22,
2013, the U.S. Trustee appointed a four-member committee to
represent the interest of all Derailment Creditors.  The Movants
have questioned the eligibility of one of the members of the
Committee.

However, no such challenge has been raised with respect to the
remaining Committee members, the U.S. Trustee noted.  These
members, despite the nature of their individual claims, the U.S.
Trustee explained, are fiduciaries charged with acting in the
interest of all of the Derailment Creditors, even those creditors
who chose not to participate in the formation process.  The
alleged "fatal flaws" cited by the Movants provide no factual
justification for the relief requested.  Furthermore, the Movants
provide no legal justification for their request.

          Panel of Wrongful Death and PI Claimants Sought

Meanwhile, the representatives of the probate estates of Marie
Semie Alliance, Stephanie Bolduc, Yannick Bouchard, Marie Francve
Boulet, Katherine Champagene, Marie-Noelle Faucher Michael
Guertin, Jr., Stephanie Lapierre, Joannie Lapointe, Marianne
Poulin, Martin Rodrique, Jeanne Pierre Roy, Kevin Roy, Melissa
Roy, Andreee-Ann Sevigny, Jimmy Sirios, Elodie Turcotte and Joanie
Turmel -- each of them killed in the massive explosion in Lac
Meganic, Quebec on July 6, 2013, resulting from derailment of
train operated by the Debtor -- have filed papers asking the U.S.
Court to direct the Office of the U.S. Trustee to appoint a
committee of wrongful death and personal injury claimants.

The decedents were individuals who happened to be in a small-town
cafe where they were incinerated by the Debtor's runaway train.
Their estate representatives are, for the most part, family
members or friends of the decedents, living in Canada.  The
representatives argued in court papers that the appointment of the
Wrongful Death and Personal Injury Claimants Committee provide an
effective voice of creditors to whom individual participation in
the Chapter 11 case is impractical.  They also argued that
formation of an official committee to represent wrongful death and
personal injury claimants will benefit the bankruptcy estate by
solving otherwise difficult issues of due process.  Formation of a
committee of bodily injury claimants will greatly enhance the
likelihood of a successful Chapter 11 case.

They also said there is a strong support among wrongful death and
personal injury claimants for an appointment of an official
committee to represent them.

                        About Montreal Maine

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

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

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

Justice Martin Castonguay oversees the case in Canada.

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

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

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

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

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

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

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.

The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.


MSI CORP: Parente Beard Approved to Handle Financial Records
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized MSI Corporation to employ Parente Beard LLC as
accountant.

As reported Troubled Company Reporter on Dec. 30, 2013, Parente
Beard is expected to render services in connection with the
Chapter 11 case including, but not limited to, reviewing the
Debtor's financial records and issuing reports thereon.  These
reports will be used, inter alia, to assist the Debtor in its
reorganization efforts.

Parente Beard will be paid at these hourly rates:

       Senior Accountants        $285
       Staff                     $140

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

Thomas W. Walenchok, shareholder of Parente Beard, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

                       About MSI Corp.

MSI Corporation filed a bare-bones Chapter 11 petition (Bankr.
W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013.  Judge
Jeffery A. Deller presides over the case.  The Vandergrift,
Pennsylvania-based company estimated at least $10 million in
assets and less than $10 million in liabilities.

Albert's Capital Services LLC is the Debtor's chief restructuring
officer.  Michael J. Roeschenthaler, Esq., and Scott E. Schuster,
Esq., at McGuireWoods LLP, in Pittsburgh, serve as the Debtor's
counsel.  Geary & Loperfito, LLC serves as special counsel.

No unsecured creditors was formed because no one responded to the
U.S. Trustee's communication for service on the committee.


NORTH LAS VEGAS, NV: Moody's Cuts Debt Rating to Ba3; Outlook Neg
-----------------------------------------------------------------
Moody's Investors Service has downgraded the City of North Las
Vegas, Nevada to Ba3 from Ba1. The rating outlook was revised to
negative from stable. This rating action affects approximately
$427.9 million of outstanding rated debt secured by the city's
general obligation limited tax (GOLT) pledge. The bonds are
secured by the city's full faith and credit pledge, subject to
Nevada's statutory and constitutional limitations on overlapping
levy rates for ad valorem taxes. Approximately two-thirds of
outstanding GOLT debt is additionally secured, and fully
supported, by resources of the city's water and sewer enterprises.

Summary Rating Rationale

The downgrade to Ba3 and negative outlook primarily reflect the
city's substantial fiscal pressures over the near term.
Importantly, on January 21, 2014 the District Court ruled to
strike down the city's declarations of a state of emergency used
to balance its budgets in FY2013 and FY2014. The city used state
of emergency powers under statutes to help close budgetary
imbalances, substantially by suspending scheduled wage increases
and other benefits for public safety employees under collective
bargaining agreements.

Significant uncertainty remains over the city's budget condition
for the near term as potential back pay and other monetary
benefits could be owed to employees over a currently undefined
timeline. Further, the city has limited operating flexibility and
additional, politically difficult measures are needed to achieve a
balanced budget. Nevertheless, the city expects to appeal the
District Court's ruling to the State Supreme Court by the end of
January 2014.

Strengths

-- Participation in the greater Las Vegas (Aa2 GOLT / stable)
    metro economy

-- Modestly paced economic recovery benefitting operating tax
    revenues

-- Still large tax base despite substantial declines

Challenges

-- District Court ruled that the city improperly used statutory
    state for emergency powers for budget relief

-- Declining liquidity from water and sewer enterprises available
    to support the general fund

-- Continued fiscal imbalance exacerbated by tax revenues still
    below pre-recession levels

-- Outsized pension burden compared to most local governments

What Could Make the Rating Go UP (remove negative outlook)

-- Restoration of structural fiscal balance

-- Appeal of District Court's ruling in favor of the city

-- Successful substitution of outsized PILOT from utilities with
    other resources to support general operations

What Could Make The Rating Go DOWN

-- Continued deterioration of the city's fiscal position

-- Adverse financial settlement for back pay and benefits
    following the District Court's ruling

-- Available liquidity in water and sewer enterprises declines
    more quickly than anticipated


OCZ TECHNOLOGY: Meeting to Form Creditors' Panel on Feb. 5
----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on February 5, 2014, at 10:00 a.m.
in the bankruptcy case of OCZ Technology Group Inc., et al.  The
meeting will be held at:

      United States Trustee's Office
      One Newark Center, 1085 Raymond Blvd.
      14th Floor, Room 1401
      Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                           About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.


ORMET CORP: Seeks Termination of Evercore's Engagement
------------------------------------------------------
Ormet Corp., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to approve a proposed settlement terminating,
effective as of Dec. 31, 2013, Evercore Group L.L.C.'s engagement
as the Debtors' financial and investment banker.

According to the Debtors, their bankruptcy proceedings have not
progressed in the manner envisioned when the cases were filed in
February 2013.  As a result of events that have occurred
throughout the Chapter 11 cases, including the prepetition
marketing efforts, the resultant stalking horse bid and bid
procedures, the postpetition marketing, the approval of the
Smelter Sale Order, the ultimate breakdown of the Smelter Sale,
the consummation of the Burnside Sale, and the continuing efforts
to market assets at the Hannibal Smelter, which have moved forward
without the assistance of Evercore, the Debtors and Evercore have
determined to consensually end Evercore's engagement by the
Debtors.

According to Erin Fay, Esq., at Morris, Nichols, Arsht & Tunnell
LLP, in Wilmington, Delaware, absent a mutual agreement, the
Debtors may have been forced to take legal action to terminate
Evercore's engagement, an effort that would have been costly and
would not have ensured the benefits of the Settlement.

The Settlement, according to Ms. Fay, is a product of the parties'
mutual desire to fairly compensate Evercore for the work it has
performed, while recognizing the fact that these proceedings have
not resulted in a successful restructuring.

The salient terms of the Settlement are as follows:

   (i) the Debtors will not be required to pay Evercore its
       monthly fee from or after the monthly fee that became due
       and payable on December 1, 2013;

  (ii) the Debtors will not be required to pay Evercore any
       Financing Fee as a result of the debtor in possession
       financing under which the Debtors are currently borrowers;

(iii) no Restructuring Fee, Sale Fee or other fee will be due and
       payable with respect to the transactions contemplated by
       the Burnside Sale; and

  (iv) no Success Fee or other similar fee will be due and payable
       as a result of any future transaction regardless of whether
       the transaction is consummated within 9 months of the
       termination of the Engagement Letter with Evercore.

A hearing on the request will be on Feb. 20, 2014, at 2:00 p.m.
(ET).  Objections are due Feb. 5.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet emerged from a prior bankruptcy in April 2005.  Lender
Wayzata Investment Partners LLC is among existing owners.  Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.

In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.


PATTERSON PARK: Fitch Affirms BB+ Rating on $13.5-Mil. Bonds
------------------------------------------------------------
Fitch Ratings affirms the 'BB+' rating for $13.5 million
outstanding series 2010A and B bonds issued by the Maryland Health
and Higher Educational Facilities Authority (MHHEFA) on behalf of
the Patterson Park Public Charter School (PPPCS).

The Rating Outlook is Stable.

The bonds are a general obligation of PPPCS, secured by a first
mortgage on the school's facilities. A cash-funded debt service
reserve (DSR) provides further security.

FINANCIAL METRICS DRIVE RATING: Operating and liquidity metrics
for PPPCS are considered speculative grade per Fitch's charter
school rating criteria.  PPPCS' operating results are anticipated
to remain below or close to break-even on a GAAP basis going
forward.

EXPECTED ADEQUATE DEBT SERVICE COVERAGE: PPPCS has demonstrated
consistent coverage of transaction maximum annual debt service
(TMADS) at or above the covenanted 1.1x.  Fiscal 2013 coverage was
stronger at 1.37x. PPPCS benefits from strong demand and stable
enrollment, which supports the school's primary revenue-driver,
per pupil funding.  Importantly, enrollment growth is not required
to achieve sufficiency coverage of the TMADS obligation.

LIMITED BALANCE SHEET FLEXIBILITY: PPPCS has low balance sheet
ratios, which are consistent with the rating category.  These
limit flexibility to manage budget fluctuations, including union
contracts for its instructional faculty.  Though operations are
expected to allow for modest growth in PPPCS' balance sheet
metrics, flexibility will likely remain narrow.

MARGIN DETERIORATION: A decline in PPPCS' operating margin that
causes TMADS coverage to fall below 1.1x, or causes significant
depletion of available funds (defined by Fitch as cash and
investments not permanently restricted), would result in a
negative rating action.

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

PPPCS opened in 2005 in a former Catholic school located just
north of Patterson Park in Baltimore, MD. PPPCS expanded its
facilities in fall 2011.  Since receiving an initial three-year
charter in 2005, PPPCS has received two five-year charter renewals
from Baltimore City Public Schools.  The most recent five-year
renewal was February 2013, which extends the charter to June,
2018.  Enrollment in this PreK-8 charter school for fall 2013 was
673 students, up 4.2% from fall 2012 primarily due to a second
Pre-K class.  About 20% of students were K or PreK.  The school is
located in southeastern Baltimore and has a curriculum that
emphasizes diversity and a thematic, experiential learning
approach.

The 'BB+' rating reflects slim balance sheet ratios, which are
consistent with the rating category.  Available funds (AF),
defined by Fitch as cash and investments not permanently
restricted, was $1.09 million at June 30, 2013, about the same
nominal amount as in fiscal 2012.  This represented a slim 13.9%
of fiscal 2013 operating expenses and 8% of outstanding debt
($13.7 million).  While AF provides some budgetary cushion, it is
inadequate to fund debt service for any length of time.

Operating margins on a full accrual basis have been break-even or
slightly negative in recent years.  After averaging 9.8% between
fiscal 2008 and fiscal 2011, PPPCS' operating margin was
essentially at break-even in fiscal 2013 (negative 0.3%), compared
to negative 3.1% in fiscal 2012.  The primary driver of the weaker
operating performance was increased depreciation and interest
expense beginning in fiscal 2012, associated with the series 2010
bond-financed facility expansion.  The school reports that the
fiscal 2014 budget is balanced, and budget results could be
stronger than expected.  Management does not fully budget for
depreciation expense, but does budget to meet the 1.1x coverage
covenant.  As a result, performance is expected to remain below
break-even for the near term.

Importantly, PPPCS' budgets typically generate adequate coverage
of the school's TMADS obligation. (TMADS is MADS excluding a
planned double payment in the final amortization year.) TMADS for
the series 2010 bonds is $941,000.  The fixed rate debt service
structure is level.  PPPCS has generated average coverage of 1.1x
over the past five fiscal years.  Coverage increased to 1.37x in
fiscal 2013, a budget year that management reports incorporated
some program and expense reductions and higher than budgeted per-
pupil funding.  Fiscal 2012 TMADS coverage was lower at 1.1x.

DEBT BURDEN: The TMADS obligation represented a high 12% of fiscal
2013 operating revenues.  However, it remains more moderate than
the 15% that Fitch considers to be the limit for investment grade
charter schools.

Bond covenants include a 1.1x minimum MADS coverage ratio and a
requirement for cash and investments to be at least 7% of total
operating expenses.  Per the school's fiscal 2013 disclosure, both
of these covenants were met. Bond documents also require funding a
renewal and replacement fund up to $200,000 over time; at June 30,
2013, the R&R fund held $116,000.

Like most charter schools, PPPCS is heavily reliant on per pupil
funding to support its annual operating budget.  In fiscal 2013,
student-generated revenues provided about 92% of operating
revenues.  Given the concentrated revenue stream, maintaining
stable enrollment and balance sheet reserves over time are
important credit factors.

PPPCS has gradually increased enrollment in recent years, well
past the originally anticipated 585 students.  Enrollment was 673
in fall 2013, up from 622 in fall 2011.  Management indicates that
about 44 additional K-8 students could be added under the existing
charter cap.  It allows enrollment of up to 675 K-8 students;
PPPCS currently has 631 such students, providing some demand and
budget flexibility.

Actual per pupil funding for fiscal 2013 was higher than budgeted
(approximately $9,192 per student versus $9,007).  For the current
fiscal 2014, funding increased 2.8% to $9,450.  The fiscal 2015
funding level is not yet available.

Fitch notes that PPPCS' operational flexibility is more limited
than many charter schools because its instructional faculty,
employed by BCPS, is unionized. PPPCS does not have teacher
pension expense (that is a liability and expense of the city), but
it must fund any Baltimore City Public School union contract
increases.  Management reports that a new contract was still under
negotiation at the end of calendar 2013, and the school will
budget to incorporate the results.  As salaries and benefits
typically comprise the majority of operating expenses, Fitch views
this as a significant limitation.

PPPCS' budgetary stability has historically benefited from strong
demand.  For fall 2013, PPPCS received 175 applications for 42
pre-kindergarten openings (expanded from 21 slots previously) and
218 applications for 93 kindergarten openings. Management reports
that attrition was below 7% for the 2012/2013 academic year, and
is expected to be similar for the current 2013/2014 year.  The
school does not carry or draw from wait lists during the academic
year.  Fitch views high retention favorably as it indicates
satisfaction with the academic program and limits reliance on a
potentially seasonal wait list.


PEROXYCHEM LLC: Moody's Gives B3 CFR, Rates $155MM Secured Debt B2
------------------------------------------------------------------
Moody's Investors Service assigned to PeroxyChem LLC a B3
Corporate Family Rating ("CFR") and B2 ratings to the company's
$155 million senior secured credit facilities. Proceeds from the
transaction will be used to fund the purchase of FMC Corporation's
peroxygens business by One Equity Partners ("OEP") and pay related
fees and expenses. The rating outlook is stable.

"Pro forma credit measures are strong for the rating category and
the sponsor equity contribution is high, but the company must
overcome several near-term challenges that collectively limit the
rating at present," said Ben Nelson, Moody's Assistant Vice
President and lead analyst for PeroxyChem.

The actions:

Issuer: PeroxyChem LLC

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned Caa1-PD

$20 million Senior Secured Revolving Credit Facility due 2019,
Assigned B2 (LGD2 29%)

$135 million Senior Secured Term Loan B due 2020, Assigned B2
(LGD2 29%)

Outlook, Stable

The assigned ratings are first-time ratings for PeroxyChem,
subject to Moody's review of the final terms and conditions of the
proposed transaction. PeroxyChem LLC will be the borrower under
the proposed credit facilities. PeroxyChem LLC will be wholly-
owned by PeroxyChem Holdings LP, the entity that will acquire the
perxoygens business from FMC Corporation.

Ratings Rationale

The B3 Corporate Family Rating ("CFR") reflects the declining
financial performance over the past two years, risks associated
with a carve-out transaction, concentration on a few key product
categories including hydrogen peroxide, concentration of
profitability in a small number of applications and facilities,
and specific risks associated with patent expirations (peracetic
acid) and re-approval of import tariffs (persulfates). However,
these risks are partially offset by unusually low leverage for the
rating category, solid expected credit measures and discretionary
cash flow generation, and adequate liquidity. Moody's also notes
that the sponsor will make a sizeable cash equity contribution
(35-40%) to help fund the transaction, and has experience in the
chemical industry and with carve-out transactions more broadly.

Moody's anticipates that spending associated with the carve-out
transaction and operational turnaround will limit free cash flow
generation through at least 2015. OEP will need to establish
PeroxyChem as a standalone company including transitioning key
corporate functions handled by FMC. The company will also need to
stabilize and reverse recent declines in financial performance.
PeroxyChem will also need to manage through an expected increase
in intermediate term competitive activity following a food safety
patent expiration in mid-2014 and binary uncertainty related to
the coming trade ruling on protective duties on certain
persulfates. Moody's believes that all of these items on a
combined basis heighten business risk, warranting stronger credit
metrics than similarly-rated peers until these items have been
resolved.

PeroxyChem will start out with strong pro forma credit measures
for the rating category. Moody's expects the transaction will
close with $135 million of secured debt on the balance sheet,
which translates into adjusted pro-forma interest coverage near 4
times (EBITDA/Interest) and leverage in the high 3 times
(Debt/EBITDA) for the twelve months ended September 30, 2013.
These metrics include adjustments for the capitalization of
operating leases that results in somewhat higher measured leverage
compared to the expected credit agreement calculation of 3.4x.
These metrics could improve modestly in the near-term and that
retained cash flow will exceed 10% of debt. The rating assumes
that margins will not deteriorate from current levels, investment
spending will remain in the range of internally-generated cash
flow, and the company will maintain a cushion of at least $20
million of available liquidity.

Liquidity is adequate to support operations for at least the next
four quarters. Moody's expects that a modest cash balance at
closing and internally-generated cash flow will be sufficient to
cover interest, taxes, one-time items, and maintenance capital
expenditures with a cushion of discretionary cash flow in 2014.
Free cash flow is less likely in 2014 unless the company pulls
back on intended growth capital investments. An undrawn $20
million revolving credit facility provides an adequate secondary
source of liquidity to cover any quarterly or unexpected
shortfalls. The credit agreement is expected to contain two
financial maintenance covenants: a minimum interest coverage ratio
and maximum net leverage ratio. Moody's anticipates a modest
cushion of compliance in the near-term with tests set at 25-30% of
the company's long-term plan. Lenders will not have a direct
security interest in assets held by foreign subsidiaries, which
represent a potential source of liquidity in a distressed
scenario. One business in particular, the silicates business in
Spain, is not particularly aligned with the rest of the portfolio
in Moody's view.

The B2 ratings assigned to the proposed senior secured credit
facilities, one notch above the assigned B3 CFR despite a single
class debt structure, acknowledge the modest pro-forma leverage
position at closing; customary financial maintenance covenants;
and first priority security interests in the assets that generate
the vast majority of earnings and cash flow. These factors support
our expectation for above average recovery on these obligations in
the event of a restructuring scenario and in turn, the one notch
uplift from the CFR.

The stable outlook assumes that the company will make progress
toward standing up the business and improving profit margins, as
well as maintain an adequate liquidity cushion. Moody's could
upgrade the rating with meaningful progress toward transitioning
the company to standalone entity in accordance with cost
expectations, evidence of sustainable improvement in
profitability, and maintenance of credit measures near current
pro-forma levels. Moody's could downgrade the rating with
expectations for degradation in profit margins, meaningfully
negative free cash flow, or substantive deterioration in
liquidity.

The principal methodology used in this rating was the Global
Chemical Industry Rating Methodology published in December 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.

PeroxyChem LLC produces hydrogen peroxide, persulfates, peracetic
acid, and silicates. These oxidation chemicals are sold into end
markets such as pulp & paper, chemical processing, food safety,
environmental, energy, and electronics. The company will be owned
by One Equity Partners. Headquarted in Philadelphia, Pa.,
PeroxyChem generated about $300 million in revenues for the twelve
months ended September 30, 2013.


POWELL STEEL: Judge Dismisses Chapter 11 Case
---------------------------------------------
Tim Mekeel, writing for Lancaster Online, reports that U.S.
Bankruptcy Judge Magdeline D. Coleman on Thursday, Jan. 23,
dismissed, without comment, the Chapter 11 case of Powell Steel
Corp.'s bankruptcy reorganization case.  Judge Coleman also
ordered Powell Steel to pay $24,400 in "accrued but unpaid" court
fees owed to the U.S. Trustee.

Powell Steel is a steel fabricator and erector based in Pequea
Township.  When it filed for bankruptcy, Powell Steel reported
total liabilities of $6.6 million, including nearly $400,000 owed
to current and former employees, and $2.9 million in total assets.
M&T Bank is owed $3.2 million.

In its schedules, Powell Steel disclosed $2,898,040 in total
assets and $7,210,743 in total liabilities.

The report notes the U.S. Trustee asked Judge Coleman to convert
the bankruptcy case to a liquidation or dismiss it, because the
firm "appears to be unable to effectuate a plan of
reorganization."  Powell Steel told Coleman it preferred
dismissal, because if the firm was liquidated, all of its assets
would go to M&T, leaving nothing for other creditors.

                         About Powell Steel

Powell Steel Corporation, located in Lancaster, Pennsylvania, is a
progressive structural steel fabricator and erector equipped with
state-of-the-art fabrication and welding equipment.  Powell has a
67,000 square foot facility capable of fabricating in excess of
300 tons of steel per week.

Powell Steel filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
13-11275) in Philadelphia on Feb. 13, 2013.


RADIO ONE: Moody's Hikes CFR to B3 & Rates 335MM Sub. Notes Caa2
----------------------------------------------------------------
Moody's Investors Service upgraded Radio One, Inc.'s Corporate
Family Rating to B3 from Caa1 and Probability of Default Rating to
B3-PD from Caa1-PD reflecting good operating performance and
improved credit metrics. Moody's also assigned Caa2 to the
company's proposed $335 million senior subordinated notes.
Proceeds of the notes plus cash will be used to repay the existing
$327 million senior subordinated notes due 2016 and $16 million of
tender premiums, accrued interest, fees, and expenses. In
addition, Moody's upgraded the existing $25 million priority
senior secured revolving credit facility to Ba3 from B1 and the
$374 million senior secured term loan to B1 from B2. The outlook
was changed to stable from positive and the SGL -- 3 Speculative
Grade Liquidity (SGL) Rating was affirmed. The assigned ratings
are subject to review of final documentation and no meaningful
change in conditions of the transaction as advised to Moody's
including the 7.0x total leverage ratio incurrence test (as
defined) under the new indenture.

Assigned:

Issuer: Radio One, Inc.

  NEW $335 million Senior Subordinated Notes: Assigned Caa2, LGD5
  -- 80%

Upgraded:

Issuer: Radio One, Inc.

  Corporate Family Rating: Upgraded to B3 from Caa1

  Probability of Default Rating: Upgraded to B3-PD from Caa1-PD

  $25 million Priority Sr Secured Revolving Credit Facility due
  2015: Upgraded to Ba3, LGD1 -- 1% from B1, LGD1 -- 1%

  $374 million Sr Secured Term Loan due 2016: Upgraded to B1, LGD2
  -- 25% from B2, LGD2 -- 26%

Affirmed:

Issuer: Radio One, Inc.

  Speculative Grade Liquidity (SGL) Rating: Affirmed SGL -- 3

Outlook Actions:

Issuer: Radio One, Inc.

  Outlook, Changed to Stable from Positive

Affirmed but will be withdrawn upon completion of the tender offer
or upon repayment:

Issuer: Radio One, Inc.

  $327 million of 12.5% Senior Subordinated Notes due 2016: Caa2,
  LGD5 -- 81%

Ratings Rationale

Radio One's B3 corporate family rating (CFR) reflects high debt-
to-EBITDA of roughly 7.1x estimated for the restricted group for
the 12 months ended December 31, 2013 (including Moody's standard
adjustments, plus TV One dividends, or 6.8x net debt-to-EBITDA)
and our expectations that leverage will improve to less than 7.0x
before mid-2014 with low to mid-single digit percentage free cash
flow-to-debt ratios. The upgrade of the CFR reflects improved core
broadcast operating performance along with increased dividends
from TV One resulting in EBITDA growth of more than 25% for FY2013
and improved debt-to-EBITDA compared to 8.6x as of FYE2012. We
believe the company will track overall performance for the radio
broadcast industry with flat to low single digit percentage
revenue growth supported by an increase in demand for political
advertising particularly in the second half of 2014. An improving
economic environment in key markets and dividends from TV One at
or above current levels will result in debt-to-EBITDA leverage
ratios improving and remaining below 7.0x over the next 12 months.

The proposed refinancing of the 12.5% notes will reduce interest
expense as well as improve free cash flow generation and coverage
ratios. The new notes permit Radio One to increase its ownership
in TV One, an unrestricted entity, subject to a 7.0x total
leverage incurrence test (as defined) which is important to
maintaining the B3 CFR. Ratings incorporate ongoing media
fragmentation and the cyclical nature of radio advertising demand
evidenced by the revenue declines suffered by radio broadcasters
during the past recession and the sluggish growth following the
downturn. Ratings are supported by the company's presence in
attractive large markets and TV One's growing dividend capacity.
An unexpected decline in EBITDA could result in a covenant breach
and additional downward pressure on ratings. We expect the company
to maintain an EBITDA cushion to financial covenants of at least
5% over the next 12 months, with the potential for deferred
dividends from TV One increasing the cushion if necessary.
Liquidity is adequate with expected cash balances for the
restricted group of a minimum $15 million over the next 12 months,
more than 90% of availability under its $25 million revolver
facility, and no significant debt maturities until 2016.

The stable outlook reflects our belief that radio operations will
benefit from consistent advertising demand in key markets and that
Interactive One will generate positive EBITDA over the next 12-18
months. In addition, the outlook incorporates the company being
able to increase dividends from TV One above 2013 levels ($18.5
million YTD September 30, 2013), if desired. We expect leverage
ratios will improve due to EBITDA growth combined with some debt
reduction and liquidity will remain adequate with positive free
cash flow as well as mid single digit percentage EBITDA cushion to
financial covenants. The stable outlook does not incorporate
leverage being sustained above current levels due to debt financed
acquisitions or increased ownership in TV One.

Ratings could be upgraded if debt-to-EBITDA leverage ratios are
sustained below 6.0x (incorporating Moody's standard adjustments,
plus TV One dividends) supported by good advertising demand and a
supportive economic environment in key markets. Enhanced liquidity
including mid single digit percentage free cash flow-to-debt
ratios and increasing EBITDA cushion to financial maintenance
covenants will also be required for an upgrade. Although not
likely over the next 12 months, ratings could be downgraded if
economic weakness or increased competition in one or more key
markets results in debt-to-EBITDA leverage ratios remaining above
7.0x. Increased debt levels to fund discretionary items including
share repurchases or an increase in ownership of TV One could
negatively impact ratings, particularly if these actions impair
liquidity or reduce the company's EBITDA cushion to financial
covenants.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industries Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Radio One Inc., headquartered in Silver Spring, MD, is an urban
oriented multi-media company that operates or owns interests in
radio broadcasting stations (51% of gross revenues as of LTM
September 2013 generated by 54 stations in 16 markets), a 51.9%
ownership in TV One, a cable television network (32% of revenues),
an 80% ownership in Reach Media featuring the Tom Joyner Morning
Show (12% of revenues), and ownership of Interactive One as well
as other internet-based properties (5% of revenues), largely
targeting the African-American audience. The Chairperson,
Catherine L. Hughes, and President, Alfred C. Liggins III
(Chairperson's son), hold approximately 93% of the outstanding
voting power and 47% of economic interest of the common stock. The
company reported sales of $443 million for the 12 months ended
September 30, 2013.


RADIO ONE: S&P Rates $335MM Sr. Subordinated Notes 'CCC'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned
Lanham, Md.-based radio broadcaster Radio One Inc.'s $335 million
senior subordinated notes due 2020 a 'CCC' issue-level rating,
with a recovery rating of '6', reflecting S&P's expectation for
negligible recovery for lenders in the event of a payment default.
The company will use proceeds to refinance the $327 million senior
subordinated notes due 2016 and for fees and expenses.

S&P's 'B-' corporate credit rating and stable outlook reflect its
expectation that Radio One will maintain an adequate margin of
compliance with financial covenants and sufficient liquidity for
near-term operating needs, despite high debt leverage.

"We assess Radio One's business risk profile as "weak" because of
its exposure to advertising cyclicality, the potential for longer-
term structural declines in radio, and revenue concentration in a
few markets.  These factors more than offset the benefit of the
company's 50.9% ownership in TV One.  Radio One's credit metrics
remain at levels consistent with a "highly leveraged" (in excess
of 5x debt to EBITDA) financial risk profile because of the
company's very high debt leverage and thin interest coverage.  In
2014, we expect modest EBITDA growth resulting in leverage
moderating to the mid- to high-6x area," S&P said.

"We could lower the rating over the next 12 to 18 months if EBITDA
declines at a low-single-digit percentage rate from trailing-12-
month levels with no prospect of a turnaround.  A decline at this
rate would cause the company to be at risk of breaching its
financial covenants.  We also could lower the rating if
discretionary cash flow swings negative, draining liquidity, or if
interest coverage falls below 1x.  This scenario could occur if
there is a reversal in operating trends in the radio group
resulting from weak ad demand and higher marketing and programming
expenses to support station reformatting changes.  At this time,
we regard an upgrade as unlikely in light of high debt leverage
and weak interest coverage.  Given the roughly 20% reduction in
annual interest cost savings from the refinancing, we could
consider an upgrade if performance at the radio segment and Reach
Media is better than our expectations, allowing the company to
generate substantial discretionary cash flow and increase EBITDA
coverage of total interest expense to the mid-1x area on a
sustainable basis," S&P added.

RATINGS LIST

Radio One Inc.
Corporate Credit Rating        B-/Stable/--

New Rating

Radio One Inc.
Senior Subordinated
$335M notes due 2020           CCC
   Recovery Rating              6


RESIDENTIAL CAPITAL: "Jenkins" Wrongful Foreclosure Suit Dismissed
------------------------------------------------------------------
Bankruptcy Judge Martin Glenn dismissed the wrongful foreclosure
lawsuit, MARION L. JENKINS AND SHARON JENKINS, Plaintiffs, v.
RESIDENTIAL FUNDING COMPANY, LLC, et. al., Defendants, Adv. Proc.
No. 12-01935 (Bankr. S.D.N.Y.), at the behest of defendants Wells
Fargo Bank, N.A., and U.S. Bank, National Association, as trustee.
Residential Funding Company filed a joinder to the Motion to
Dismiss.

A copy of the Court's Jan. 24, 2014 Memorandum Opinion and Order
is available at http://is.gd/OExAHBfrom Leagle.com.

Jonathan Samon, Esq., at Hogan Lovells US LLP, represents Wells
Fargo and U.S. Bank, as Trustee.

                    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.


RESIDENTIAL CAPITAL: "Pruitt" Wrongful Foreclosure Suit Dismissed
-----------------------------------------------------------------
At the behest of Residential Capital LLC, Bankruptcy Judge Martin
Glenn dismissed the wrongful foreclosure action, ALFREDIA PRUITT,
Plaintiff, v. RESIDENTIAL CAPITAL, LLC, et al., Defendants, Adv.
Proc. No. 13-01350 (MG)(Bankr. S.D.N.Y.).  A copy of the Court's
Jan. 23, 2014 Memorandum Opinion and Order is available at
http://is.gd/hDiuvpfrom Leagle.com.

The Complaint raises allegations that the Defendants wrongfully
foreclosed upon her property because GMAC Mortgage, LLC, was not
properly assigned the mortgage note and in violation of the
automatic stay imposed by her chapter 13 bankruptcy filing.  In
addition to other relief, the Plaintiff seeks $20 million.

On September 27, 2012, the Plaintiff filed Proof of Claim No. 835
in the Debtors' chapter 11 cases, asserting a claim against ResCap
in the amount of $271,330, the stated basis of which was "mortgage
note."

                    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.


SIMPLY WHEELZ: Sells Rent-A-Car Reservations to Dollar
------------------------------------------------------
Judge Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi granted Simply Wheelz LLC's
motion to sell reservations at any closed location or a non-
transferred location free and clear of all liens, claims,
encumbrances and other interests.

According to the Debtor, The Catalyst Capital Group Inc., which
submitted the highest or otherwise best offer for certain of the
Debtor's assets has not yet made a final decision on which
locations may fall within the category of excluded assets, but the
Debtor has been advised that there will be non-transferred
locations.  Furthermore, the Debtor, in conjunction with the
Purchaser, is evaluating the operations at each of the presently
existing operations to determine whether it is advisable to close
any of these locations prior to the closing of the sale of the
purchased assets to Catalyst Capital.

The Debtor's counsel, Stephen W. Rosenblatt, Esq., at Butler Snow
LLP, in Ridgeland, Mississippi, tells the Court that because the
Debtor has already taken reservations at locations that may be
Non-Transferred Locations or Closed Locations, it is in the best
interest of those customers, as well as the Debtor, the bankruptcy
estate, the on-line travel agencies through which these
reservations may have been made, and all parties-in-interest, to
have those reservations at the Non-Transferred Locations and the
Closed Locations honored and filled by another rental car company
if the Debtor or the Purchaser is not able to service and fulfill
those reservations.

To minimize inconvenience for its customers and to protect the
relationships of the OTAs with their customers, the Debtor has
negotiated a sale to Dollar Rent A Car of the reservations the
Debtor or Catalyst Capital will not be able to fulfill at these
Closed Locations or Non-Transferred Locations.  Dollar will pay
the Debtor $4.23 per Advantage Rent A Car reservation that the
Debtor transmits to Dollar for the reservations at the Closed
Locations or Non-Transferred Locations.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
Simply Wheelz, doing business as Advantage Rent A Car Inc., will
close 30 of its locations following a review of its rental stores
done as part of its sale to Catalyst Capital.  The Debtor has
decided to cease operations at 30 of its 70 locations effective
Jan. 24, according to a statement that same day from its parent,
Franchise Services of North America Inc., Mr. Rochelle related.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.


SOUND SHORE: GECC Wants to Compel Decision on Lease
---------------------------------------------------
General Electric Capital Corp. asks the U.S. Bankruptcy Court for
the Southern District of New York to compel Sound Shore Medical
Center of Westchester and The Mount Vernon Hospital to (a) assume
or reject certain unexpired leases entered into with GECC; and pay
and perform all past due and future postpetition obligations.

GECC proposed a Feb. 3, 2014 hearing on the request, at 10:00 a.m.

Previously, the Court approved a stipulation extending time for
the Debtors to assume and assign certain unexpired real property
leases until Jan. 13.  The stipulation was entered among the
Debtors and buyer Montefiore New Rochelle Hospital (formerly known
as Montefiore SS Operations, Inc.), Montefiore Mount Vernon
Hospital (fka Montefiore MV Operations Inc.), Montefiore Schaffer
Extended Care Center (fka Montefiore HA Operations, Inc.),
Montefiore SS Holdings, LLC, Montefiore MV Holdings, LLC, and
Montefiore HA Holdings, LLC and Lockwood Realty LLC (lease
counterparty).

Prior to the Petition Date, the lease counterparty, as landlord,
and Services Corporation, as tenant, entered into a lease for real
property located at 1600 East 233rd Street, Bronx, New York.  The
deadline for the Debtors to assume the lease under Section 365(d)
of the Bankruptcy Code expired on Dec. 25, 2013.

The lease counterparty agreed to extend the Debtors' time to
assume or reject the lease until Jan. 13 to allow the parties
adequate time to complete negotiations to finalize a new lease
relating to the premises.

As reported in the Troubled Company Reporter on Jan. 10, 2014,
the Bankruptcy Court authorized the Debtors to assume and assign
additional executory contracts and unexpired leases and fix cure
amounts, in connection with the sale of assets to Montefiore. The
Court also ordered that all objections and responses to the
motion are resolved; and the buyers' promise to perform the
obligations under the additional assigned contracts after the
closing constitute adequate assurance of future performance under
the additional assigned contracts.

Meanwhile, Lara P. Emouna, Esq., at Gleich, Siegel & Farkas, LLP,
on behalf of CW North Ridge Plaza LLC, asked the Court to
condition the entry of an order authorizing the assumption and
assignment of the lease.  Specifically, CW North asked that the
cure amount be no less than $25,732; and the purchaser must assume
the lease and the obligations thereunder from the lease's
inception, as if that entity were the original tenant named in the
lease, not just from the closing date.

                 About Sound Shore Medical Center

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors were the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C.
as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as
financial advisors; and GCG Inc., as claims agent.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.  Deloitte Financial Advisory Services LLP serves as the
Committee's as financial advisor.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the
patient care ombudsman for Sound Shore.

The Debtors filed for bankruptcy to sell their assets, including
their hospital and nursing home operations, to the Montefiore
health system.  On Aug. 8, 2013, the Bankruptcy Court entered an
order, as affirmed and ratified by a Supplemental Sale Order
entered on Oct. 15, 2013, approving the sale to Montefiore New
Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc.,
Montefiore Mount Vernon Hospital, Inc. and certain related
affiliates.

In June 2013, Montefiore added $4.75 million to its purchase offer
to speed up the sale.  Montefiore raised its bid to $58.75 million
plus furniture and equipment as part of a request for a private
sale of the hospitals.

On Nov. 6, 2013 at 12:01 a.m. the closing of the Sale occurred and
the sale was effective.

Montefiore is represented by Togut, Segal & Segal LLP.


SOUND SHORE: Allscripts to Provide Post-Closing Services
--------------------------------------------------------
Sound Shore Medical Center of Westchester, et al., entered into a
stipulation dated Jan. 2 with the Official Committee of Unsecured
Creditors, and Allscripts Healthcare LLC relating to a master
agreement, pursuant to which Allscripts licenses to the Debtors'
electronic medical records and billing system and provides the
Debtors with support services in connection with the Allscripts
Software.

Sound Shore Health System, Inc., and  Allscripts' predecessor,
Eclipsys Corporation, entered into the Master Agreement prior to
the Petition Date.

The stipulation provides that, among other things, until such time
as the Master Agreement is rejected (i) Allscripts agrees to
provide the Doctors with post-closing services; and (ii) the
Debtors and their estates agree to comply with all of their
obligations under the Master Agreement.

Allscripts asserts an aggregate claim, outstanding as of the
Petition Date, amounting to $4,900,000.

A copy of the stipulation is available at no extra charge at:

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

                 About Sound Shore Medical Center

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors were the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C.
as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as
financial advisors; and GCG Inc., as claims agent.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.  Deloitte Financial Advisory Services LLP serves as the
Committee's as financial advisor.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the
patient care ombudsman for Sound Shore.

The Debtors filed for bankruptcy to sell their assets, including
their hospital and nursing home operations, to the Montefiore
health system.  On Aug. 8, 2013, the Bankruptcy Court entered an
order, as affirmed and ratified by a Supplemental Sale Order
entered on Oct. 15, 2013, approving the sale to Montefiore New
Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc.,
Montefiore Mount Vernon Hospital, Inc. and certain related
affiliates.

In June 2013, Montefiore added $4.75 million to its purchase offer
to speed up the sale.  Montefiore raised its bid to $58.75 million
plus furniture and equipment as part of a request for a private
sale of the hospitals.

On Nov. 6, 2013 at 12:01 a.m. the closing of the Sale occurred and
the sale was effective.

Montefiore is represented by Togut, Segal & Segal LLP.


SOUND SHORE: Seeks Extension of Plan Filing Deadline to April 24
----------------------------------------------------------------
Sound Shore Medical Center of Westchester and its debtor
affiliates ask the Bankruptcy Court to extend their exclusive
period to file a Chapter 11 plan through April 24, 2014, and
exclusive period to solicit acceptances of that Plan through
June 23, 2014.  This is the Debtors' second request for an
extension of the Exclusive Periods.

According to the Debtors, they need additional time to effectively
negotiate and file a plan of reorganization and develop a strategy
for the successful confirmation of their Chapter 11 cases.

"Given the enormous effort that was subsequently required and
undertaken to promptly consummate the Sale, the initial extension
has not afforded the Debtors with a meaningful opportunity to
propose and file a Chapter 11 plan," says Burton S. Weston, Esq.,
at Garfunkel Wild, P.C., counsel to the Debtors.

"While the Debtors' efforts thus far have been well conducted and
led to substantial progress in these Chapter 11 Cases, including
the expedient consummation of the sale of substantially all of
their assets... the filing of a plan of reorganization would be
premature at this time," he adds.

The Debtors relate they remain focused on addressing and resolving
emergent matters arising in connection with the closing of the
Sale.  Simultaneously, the Debtors add, they must attend to the
ongoing administration of their estates and these cases and
complying with their requirements under the Bankruptcy Code.

The Debtors assert they are not seeking these extensions to
artificially delay the conclusion of their Chapter 11 cases or for
the purposes of coercing credit consent or for any other improper
motive.  The Debtors tell the Court they are largely paying all
undisputed postpetition obligations as they come due in accordance
with their agreements with their creditors.

                 About Sound Shore Medical Center

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors were the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C.
as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as
financial advisors; and GCG Inc., as claims agent.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.  Deloitte Financial Advisory Services LLP serves as the
Committee's as financial advisor.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the
patient care ombudsman for Sound Shore.

The Debtors filed for bankruptcy to sell their assets, including
their hospital and nursing home operations, to the Montefiore
health system.  On Aug. 8, 2013, the Bankruptcy Court entered an
order, as affirmed and ratified by a Supplemental Sale Order
entered on Oct. 15, 2013, approving the sale to Montefiore New
Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc.,
Montefiore Mount Vernon Hospital, Inc. and certain related
affiliates.

In June 2013, Montefiore added $4.75 million to its purchase offer
to speed up the sale.  Montefiore raised its bid to $58.75 million
plus furniture and equipment as part of a request for a private
sale of the hospitals.

On Nov. 6, 2013 at 12:01 a.m. the closing of the Sale occurred and
the sale was effective.

Montefiore is represented by Togut, Segal & Segal LLP.


SOUND SHORE: Court OKs Agreement Modifying Asset Purchase Pact
--------------------------------------------------------------
The Bankruptcy Court approved a stipulation and agreement
modifying the amended and restated asset purchase agreement dated
as of May 29, 2013, to facilitate the closing of the sale of
substantially all of the Debtors' assets.

The Stipulation was entered by and among, Sound Shore Health
System, Inc., Sound Shore Medical Center of Westchester, The Mount
Vernon Hospital, Howe Avenue Nursing Home d/b/a Helen and Michael
Schaffer Extended Care Center, NRHMC Services Corporation, The
M.V.H. Corporation, and New Rochelle Sound Shore Housing, LLC
(the "Sellers") and Montefiore New Rochelle Hospital (f/k/a
Montefiore SS Operations, Inc.), Montefiore Mount Vernon Hospital
(f/k/a Montefiore MV Operations, Inc.), Schaffer Extended Care
Center (f/k/a Montefiore HA Operations, Inc.), Montefiore SS
Holdings, LLC, Montefiore MV Holdings, LLC, and Montefiore HA
Holdings, LLC (collectively the Buyer).

On the Petition Date, the Debtors filed a motion seeking, inter
alia, approval of the sale of substantially all of the Debtors'
assets pursuant to the terms of that certain Asset Purchase
Agreement dated as of May 29, 2013.  By Order dated Aug. 8, 2013,
and as supplemented by Order dated Oct. 15, 2013, the Bankruptcy
Court approved the Sale to the Buyer.

The APA and the Sale Order provide for, among other things, the
transfer of the Acquired Assets, the assignment of the Assigned
Contracts and the assumption of the Assumed Liabilities.  The APA
and the Sale Order further provide that the Buyer will not have

any liability for the Excluded Liabilities, including Successor
Liabilities.

Section 2.5 of the APA provides, in part, as follows:

    "At the Closing and pursuant to Section 365 of the Bankruptcy
    Code, the Sellers shall assume and assign to Buyer, the
    Assigned Contracts.  The cure amounts, if any, as determined
    by the Bankruptcy Court, necessary to cure all defaults and to
    pay all actual or pecuniary losses, if any, that have resulted
    from any defaults on the part of the Sellers under the
    Assigned Contracts shall be paid by the Buyer at Closing up to
    the maximum amount of three million dollars ($3,000,000), if
    any, and Sellers shall have no liability for any such cure
    amount."

Section 10.1(w) of the APA provides that it will be a condition to
the Buyer's obligation to consummate the transactions under the
APA that the Cure Amounts for the Assigned Contracts not exceed
seven million dollars ($7,000,000) in the aggregate.

In connection with the closing of the transactions contemplated
under the APA, the Buyer and the Debtors engaged in discussions
with the United States, acting on behalf of the United States
Department of Health and Human Services Centers for Medicare and
Medicaid Services(CMS), regarding the assignment of the Debtors'
Medicare provider agreements and provider numbers to the Buyer's
operating entities as Assigned Contracts under the APA.

CMS was unwilling to consent to the assignment of the Medicare
Provider Agreements unless the Buyer agreed to assume successor
liability for certain of the Debtors' pre-closing claims and
conduct, whether known or unknown.

As of Nov. 4, 2013, the Debtors believed they owed CMS
$4,897,563 as a cure payment for assignment of the Medicare
Provider Agreements.  The Debtors estimate that they are due in
excess of $7,000,000 from CMS as a credit in connection with the
Medicare Provider Agreements.

Following extensive negotiations, the Debtors, the Buyer and CMS
entered into a Stipulation and Agreement Regarding Debtors'
Assumption and Assignment of Medicare Provider Agreements and
Provider Numbers for Sound Shore Medical Center of Westchester,
The Mount Vernon Hospital and Howe Avenue Nursing Home d/b/a Helen
and Michael Schaffer Extended Care Center, dated as of Nov. 5,
2013.

The CMS Stipulation provides, among other things, for the
assignment of the Medicare Provider Agreements and Provider
Numbers to Buyer under the APA, the closing of cost reports prior
to Dec. 31, 2012, the fixing and payment of certain pre-closing
claims and the waiver of the Debtors' existing appeals relating to
certain pre-closing claims for the year ending Dec. 31, 2012.

Similar to the position of CMS with respect to the Medicare
Provider Agreements, New York State Department of Health was
unwilling to consent to the assignment of the Debtors' Medicaid
provider agreements and provider numbers unless the Buyer agreed
to assume successor liability for the Debtors' pre-closing
Medicaid claims and conduct.

As of Nov. 4, 2013, the Debtors believed they owed DOH
$3,378,353 as a cure payment for assignment of the Medicaid
Provider Agreements.  The Debtors estimate that they are due not
less than $1,982,580 from DOH as a credit on account of claims in
connection with the Medicaid Provider Agreements.

The Debtors estimated that they would not have sufficient
liquidity to operate their businesses, including SSMC, MVH and
SECC, on or after Nov. 7, 2013.

The Sale would not close unless the Buyer agreed to waive the
conditions in Sections 10.1(q) and (w) of the APA.  Absent waiver
of these conditions, the Buyer had the right to terminate the APA.

Due to insufficient net sale proceeds at the Closing, the parties
discussed post Closing appropriate protections for the Buyer in an
amount up to $9,500,000 on account of the Amended Conditional
Collateral Pledge Agreement made as of Nov. 6, 2013, by the
Buyer to and for the benefit of MidCap Funding IV, LLC, consistent
with and instead of the protections provided to the Buyer under
Section 3.1(b) of the APA.

Accordingly, the parties agree that the APA will be deemed
modified.

Pursuant to the Stipulation, the Buyer will be deemed to have
waived all unsatisfied closing conditions set forth in Section
10.1 of the APA including, without limitation, Sections 10.1(q)
and (w), and proceeded with the closing of the Sale, which was
concluded and became effective as of 12:01 a.m. on Nov. 6, 2013.

The Buyer will be deemed to have waived the successor liability
protection provisions in the APA solely in favor of (a) CMS with
respect to the Medicare Provider Agreements and Provider Numbers,
as limited by the CMS Stipulation and (b) DOH with respect to the
Medicaid Provider Agreements and Provider Numbers, subject to an
aggregate cap of three million dollars ($3,000,000), as set forth
in the DOH Stipulation.  With respect to all other parties in
interest, the Buyer will be afforded the protections of Section
363(f) as set forth in the APA and the Sale Order which will
remain in full force and effect.

The Buyer will pay the Cure Amounts, or cause to be escrowed, in
the case of estimated Cure Amounts until such time as they become
fixed and allowed Cure Amounts, payable to (a) CMS in connection
with the assignment of the Medicare Provider Agreements, pursuant
to the CMS Stipulation, in the amount of $4,897,563 which excludes
approximately $924,424 on account of 2013 projected RAC claims,
which the Debtors have determined are owed to CMS, or may
potentially be owed to CMS as relating to the Projected RAC Claims
or any additional pre-Closing Amounts relating to the Medicare
Provider Agreements and not encompased in the Close Out Claims and
(b) DOH in connection with the assignment of the Medicaid Provider
Agreements, pursuant to the DOH Stipulation, in an amount to be
determined amongst DOH, the Buyer and the Debtors.

At the Closing, the Buyer delivered $3,378,353, the amount
estimated as the DOH Cure Payment, to the Sellers' counsel to hold
in escrow.  Subject to final agreement and determination
by the DOH, the Buyer and the Debtors, that amount will be removed
from escrow and paid to DOH following execution of the DOH
Stipulation.

All estimated funds due Debtors from CMS that are paid to the
Debtors in excess of $3,000,000 will be deemed payable to Buyer on
account of, and not to exceed, the amount of that portion of the
aggregate of the CMS Cure Payment and the DOH Cure Payment
that exceeds $3,000,000.  Excess Estimated Funds directly received
by the Debtors up to an amount not to exceed the Cure Differential
will immediately be paid over to Buyer in reduction or
satisfaction of the Cure Differential.  To the extent the Debtors
Received Excess Funds are insufficient to satisfy the Cure
Differential, Buyer will have an administrative expense claim
entitled to super priority status under section 507(b) of the
Bankruptcy Code for the unpaid portion of the Cure Differential
solely to the extent of any Excess Estimated Funds received by
MidCap in satisfaction of its senior secured claim, which
administrative claim will be payable consistent with the
Stipulation and Agreement.

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

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

                  About Sound Shore Medical Center

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors were the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C.
as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as
financial advisors; and GCG Inc., as claims agent.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.  Deloitte Financial Advisory Services LLP serves as the
Committee's as financial advisor.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the
patient care ombudsman for Sound Shore.

The Debtors filed for bankruptcy to sell their assets, including
their hospital and nursing home operations, to the Montefiore
health system.  On Aug. 8, 2013, the Bankruptcy Court entered an
order, as affirmed and ratified by a Supplemental Sale Order
entered on Oct. 15, 2013, approving the sale to Montefiore New
Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc.,
Montefiore Mount Vernon Hospital, Inc. and certain related
affiliates.

In June 2013, Montefiore added $4.75 million to its purchase offer
to speed up the sale.  Montefiore raised its bid to $58.75 million
plus furniture and equipment as part of a request for a private
sale of the hospitals.

On Nov. 6, 2013 at 12:01 a.m. the closing of the Sale occurred and
the sale was effective.

Montefiore is represented by Togut, Segal & Segal LLP.


SOUNDVIEW ELITE: Court Denies Request to Dismiss Chapter 11 Cases
-----------------------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York issued a bench order dated Jan. 23,
2014, denying the motion filed by Peter Anderson and Matthew
Wright, joint official liquidators of Soundview Elite, Ltd.,
Soundview Premium, Ltd., and Soundview Star, Ltd.  Judge Gerber
concluded that the Debtors' Chapter 11 cases were filed with
sufficient corporate authority, as required under the articles of
organization of the Debtors.

Judge Gerber concluded that the Debtors' existing management
should not continue in possession of the Debtors and approved the
motion by the U.S. Trustee to appoint a Chapter 11 Trustee.

The Judge also held that the U.S. automatic stay became effective
immediately upon the filing of the Chapter 11 petition in the U.S.
Judge Gerber granted the Debtors' requested declaration to that
effect.

With regards to the Debtors' motion to hold the JOLs and
petitioning creditors in contempt, the Judge denied the request
with respect to actions the JOLs and the petitioning creditors
took on the day the JOLs were appointed.  However, the motion is
continued to the JOLs only, with respect to actions the JOLs took
thereafter.  Judge Gerber said the latter will enable him to gauge
the extent to which the JOLs and their counsel now understand that
they cannot engage in business as usual after the filing of a U.S.
bankruptcy case.

"I've concluded that these cases require one or more independent
fiduciaries, and that the requirements for appointment of a
chapter 11 trustee under U.S. law have been satisfied.  Under
certain circumstances ... appointment of JOLs in the Cayman
Islands might fully satisfy the independent fiduciary need.  But
here I must conclude that the JOLs acting without a trustee in the
U.S. could not satisfactorily meet the needs of this case,and that
a chapter 11 trustee in the U.S. is necessary, either in addition
to, or in place of, the JOLs," the Judge found.

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

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

                       About Soundview Elite

Six mutual funds originally created by Citco Group of Cos.,
including Soundview Elite Ltd., filed petitions for Chapter 11
protection on Sept. 24, 2013, in Manhattan to avoid undergoing
bankruptcy liquidation in the Cayman Islands, where they are
incorporated.

The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098)
Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd.
(Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium
Designated (Case No. 13-13103); and Star Designated (Case No.
13-13104).  The petitions were signed by Floyd Saunders as
corporate secretary.

SoundView Elite Ltd. and two similarly named funds were the target
of a winding-up petitions in the Cayman Islands filed in August by
Citco, which had sold its interest in the funds' manager years
before.  An investor, who was removed from the funds' board in
June, filed a different winding-up petition in August, aimed at
three funds created later to hold illiquid assets.

Soundview Elite estimated assets and debts of at least $10
million.  The funds said in a court filing their total cash assets
of about $20 million are held in the U.S., where the funds are
managed.  Court papers list the funds' total assets as $52.8
million, against debt totaling $28 million.

Porzio, Bromberg & Newman, PC, serves as the Debtors' counsel.
CohnReznick LLP serves as financial advisor.

Judge Robert E. Gerber presides over the case.

Attorney for Peter Anderson and Matthew Wright, as Joint Official
Liquidators of the Debtors, can be reached at:

         Gary S. Lee, Esq.
         MORRISON & FOERSTER LLP
         1290 Avenue of the Americas
         New York, NY 10104
         Tel: (212) 468-8000
         Fax: (212) 468-7900

Tracy Hope Davis, U.S. Trustee for Region 2, and creditor Pasig
Ltd. have asked the U.S. Bankruptcy Court to enter an order
directing the appointment of a Chapter 11 trustee in the Debtors'
cases.  Creditors Richcourt Allweather Fund Inc, Optima Absolute
Return Fund, Ltd., and America Alternative Investments Inc. have
asked the U.S. Court to dismiss the Chapter 11 cases, or appoint
one or more Chapter 11 or Chapter 7 trustee for the Debtors'
estates.


SOUNDVIEW ELITE: SPV and Limited Debtors to Have Ch.11 Trustee
--------------------------------------------------------------
The six jointly administered chapter 11 cases of Soundview Elite,
Ltd., Soundview Premium, Ltd., Soundview Star, Ltd. -- the
"Limited Debtors" -- and Elite Designated, Premium Designated and
Star Designated -- the "SPV Debtors" -- won't be dismissed but a
Chapter 11 trustee will be appointed to oversee the Debtors'
affairs in the U.S., Bankruptcy Judge Robert E. Gerber ruled in a
bench decision dated Jan. 23 available at http://is.gd/fDJUICfrom
Leagle.com.

The Debtors are within the Fletcher Family of Funds, managed by
Fletcher Asset Management, under the leadership of Alphonse
Fletcher.

Peter Anderson and Matthew Wright, the Joint Official Liquidators
of the Limited Debtors, and America Alternative Investments Inc.,
Optima Absolute Return Fund Ltd., and Richcourt Allweather Fund
Inc. -- the "BVI Petitioners" -- pursuant to section 1112(b) of
the U.S. Bankruptcy Code, seek to dismiss the Debtors' cases in
favor of a liquidation proceeding in the Cayman Islands -- or
alternatively, pursuant to section 362(d) of the U.S. Bankruptcy
Code, to grant relief from the stay to allow the Cayman insolvency
proceeding to proceed.

The United States Trustee seeks appointment of a chapter 11
trustee.  The U.S. Trustee's motion was initially accompanied by a
similar motion by Pasig, Ltd., a creditor and party-in-interest.
But Pasig thereafter changed its position, and now supports
dismissal or relief from the stay to allow the liquidation to be
accomplished in the Cayman Islands by the JOLs.  The U.S.
Trustee's motion was filed after the U.S. court advised the
parties that the court wanted them to brief the desirability of
the appointment of a chapter 11 or chapter 7 trustee as an
additional option.

The Debtors, pursuant to Sections 362 and 105(a) of the Bankruptcy
Code, seek entry of an order (a) declaring that section 362
applies to proscribe proceedings in the Cayman Islands; (b)
finding the JOLs and petitioning creditors Citco Global Custody
(N.A.) N.V., the BVI Petitioners, the Solon Group, and the
latter's principal Deborah Hicks Midanek to have acted in contempt
of the U.S. automatic stay, and (c) imposing sanctions upon them
for having done so.

In the Bench Decision, Judge Gerber ruled that:

     (1) The cases were filed with sufficient corporate
         authority, as required under the articles of organization
         of the six Debtors.

     (2) the cases should not be dismissed under section 1112(b),
         either for "bad faith" filing or for unenumerated cause,
         nor wholly abstain under section 305.

     (3) The Debtors' existing management should not continue in
         possession; one or more independent fiduciaries must be
         appointed for the Debtors in these cases.  As a mixed
         question of fact and law, the U.S. Trustee and Pasig
         were plainly right when they argued that cause has been
         shown for the appointment of a trustee under each of
         sections 1104(a)(1) and (a)(2).

     (4) The U.S. automatic stay became effective immediately
         upon the filing of the chapter 11 petition in the U.S.
         The U.S. Court rejects the JOLs' principal argument to
         the contrary; the fact that the Cayman Islands Monetary
         Authority supported an insolvency petition commenced by
         parties acting in their private interests is insufficient
         to trigger the exception to the automatic stay under the
         "police power" exception of section 362(b)(4). Actions in
         the Cayman court thereafter -- including the appointment
         of the JOLs -- were, from the perspective of U.S. law,
         void.

     (5) The Debtors' motion to hold the JOLs and petitioning
         creditors in contempt, and award sanctions, is denied
         with respect to actions they took on the day the JOLs
         were appointed. The motion is continued, with respect to
         the JOLs only, with respect to actions the JOLs took
         thereafter.  The latter will enable the U.S. Court to
         gauge the extent to which the JOLs and their counsel
         now understand that they cannot engage in business as
         usual after the filing of a U.S. bankruptcy case.

     (6) The U.S. Trustee is authorized to appoint a chapter 11
         trustee in these cases -- not only for the three SPV
         Debtors that are not the subject of Cayman insolvency
         proceedings, but the three Limited Debtors that are the
         subject of Cayman proceedings as well.

"I have no faith that the Debtors' current managers are capable of
acting independently and in the best interests of the estates, or
in objectively investigating themselves. Nor can I have confidence
that stakeholders' best interests could be achieved without quick
and nondebatable access to the U.S. legal system, in connection
with investigation and, if appropriate, litigation that would be
principally, if not totally, in the U.S.  In the interests of
stakeholders and the integrity of the bankruptcy process, an
independent fiduciary must be appointed.  While I can (and
hereafter do) consider the alternative of allowing the JOLs alone
to act, I find that cause has been shown to appoint a chapter 11
trustee," Judge Gerber said.

Judge Gerber acknowledged that there is overlapping, and in some
respects conflicting, jurisdiction of the U.S. and Cayman courts.
In this regard, Judge Gerber said he will grant relief from the
stay to allow the JOLs to stay in place and allow the existing
Cayman proceeding to continue -- and, if necessary or desirable,
to entertain one or more similar proceedings for the three Debtors
not already the subject of the proceedings in that court --
subject to the entry of a satisfactory protocol governing the
proceedings in the two nations.

Judge Gerber also said, "it appears at this juncture to be
desirable and in some respects essential to give the chapter 11
trustee responsibilities for U.S. investigation, issuance of U.S.
subpoenas and U.S. document demands; any U.S. litigation that
turns out to be warranted, and any acts that otherwise need to be
accomplished within the U.S.  But it's less obvious that the
chapter 11 trustee would need to do anything else, and I have no
particular preference with respect to anything else. Ultimately,
it's best for the stakeholders to discuss with the fiduciaries
what these estates' needs and concerns are, and what division of
responsibilities most effectively meets them and in the most cost-
effective manner."

                       About Soundview Elite

Six mutual funds originally created by Citco Group of Cos.,
including Soundview Elite Ltd., filed petitions for Chapter 11
protection on Sept. 24, 2013, in Manhattan to avoid undergoing
bankruptcy liquidation in the Cayman Islands, where they are
incorporated.

The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098)
Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd.
(Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium
Designated (Case No. 13-13103); and Star Designated (Case No.
13-13104).  The petitions were signed by Floyd Saunders as
corporate secretary.

SoundView Elite Ltd. and two similarly named funds were the target
of a winding-up petitions in the Cayman Islands filed in August by
Citco, which had sold its interest in the funds' manager years
before.  An investor, who was removed from the funds' board in
June, filed a different winding-up petition in August, aimed at
three funds created later to hold illiquid assets.

Soundview Elite estimated assets and debts of at least $10
million.  The funds said in a court filing their total cash assets
of about $20 million are held in the U.S., where the funds are
managed.  Court papers list the funds' total assets as $52.8
million, against debt totaling $28 million.

Judge Robert E. Gerber presides over the U.S. cases.

Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane
Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg &
Newman, PC, serve as the Debtors' counsel.  CohnReznick LLP serves
as financial advisor.

Peter Anderson and Matthew Wright, as Joint Official Liquidators
of the Debtors, are represented in the U.S. proceedings by John A.
Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold,
Esq., at Morrison & Foerster LLP.


SOUTH LAKES DAIRY: Blakeley Firm Wins $86,600 in Fees
-----------------------------------------------------
Bankruptcy Judge W. Richard Lee granted the third and final
application for compensation and reimbursement of expenses filed
by the law firm Blakeley & Blakeley LLP, which represented the
official committee of unsecured creditors in the chapter 11 case
of South Lakes Dairy Farm.  The Debtor had objected to the Fee
Application.

Specifically, the court will allow Blakeley's compensation in the
amount of $85,642.50 and reimbursement of expenses in the amount
of $963.73, which together equals $86,606.23.  Blakeley has
voluntarily reduced its initial request for compensation
($88,247.50) by $2,605.  Additionally, as offered by Blakeley,
fees for defending the Final Application and for other services
rendered for the Committee after September 22, 2013, have been
waived.  Taking into account the $41,123.01 already paid by the
Debtor, it appears that Blakeley is entitled to an administrative
claim in the amount of $45,483.22.

Ronald A. Clifford, Esq., appeared on behalf of Blakeley &
Blakeley LLP.  Jacob L. Eaton, Esq., appeared on behalf of the
Debtor.

A copy of the Court's Jan. 22, 2014 Memorandum Decision is
available at http://is.gd/aJ2pnZfrom Leagle.com.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012.  The Debtor said it has
$1.97 million in accounts receivable charged to Dairy Farmers of
America on account of milk proceeds, and that it has cattle worth
$12.06 million.  The farm owes $12.7 million to Wells Fargo Bank
on a secured note.

The Debtor disclosed, in an amended schedules, $25,281,583 in
assets and $26,193,406 in liabilities as of the Chapter 11 filing.
The Debtor disclosed $19.5 million in assets and $25.4 million in
liabilities in a prior iteration of the schedules.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

The U.S. Trustee for Region 17 appointed seven creditors to serve
in the Official Committee of Unsecured Creditors.  The creditors
appointed to the Committee are Cal-By Products; Center for Race,
Poverty and the Environment; Gillespie Ag Service; Pitigliano
Farms; Seley & Company; Troost Hay Sales; and Western Milling,
LLC.  Ronald A. Clifford, Esq., at Blakley & Blakeley LLP,
represents the Creditors Committee as counsel.

On Oct. 1, 2013, the U.S. Bankruptcy Court for the Eastern
District of California entered an order confirming South Lakes
Dairy Farm's Plan of Reorganization dated Sept. 17, 2013.


SR REAL ESTATE: Lenders Object to Bid to Vacate SARE Order
----------------------------------------------------------
Jeffrey J. Goodrich, Esq., at Goodrich & Associates, on behalf of
the first priority lenders objected to SR Real Estate Holdings
LLC's emergency motion to vacate or stay the Bankruptcy Court's
order declaring the Debtor's estate as Single Asset Real Estate,
stating that the Debtor undisputedly failed to timely request any
extension of the 90-day deadline.

The Debtor is seeking relief from the Nov. 10, 2013 order
determining the Debtor's case as SARE.

The first priority lenders said that, notwithstanding the Court's
prior SARE determination in "a case involving the very same
parties and the very same property," the Debtor's Voluntary
Petition falsely claimed that the nature of the Debtor's business
is other, rather than a "Single Asset Real Estate" case.
Accordingly, the first priority lenders, lead by DACA 2010L, L.P.
and Sargent Ranch Management Company, LLC, were forced to  move
the Court for a second SARE determination.

                  About SR Real Estate Holdings

SR Real Estate Holdings, LLC, owner of 14 parcels of real property
totaling 6,400 acres straddling Santa Cruz and Santa Clara
counties, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
13-54471) in San Jose, California, on Aug. 20, 2013.

Judge Hon. Peter W. Bowie oversees the case.  Victor A. Vilaplana,
Esq., and Matthew J. Riopelle, Esq., at Foley and Lardner, have
been tapped as proposed counsel to the Debtor.  The Debtor
disclosed $15,016,593 in assets and $548,907,938 in liabilities as
of the Chapter 11 filing.

This is the third bankruptcy filed with respect to the property.
The prior owner, Sargent Ranch, LLC, filed Chapter 11 cases in
January 2010 (Bankr. S.D. Cal. Case No. 10-00046-PB) and November
2011 (Bankr. S.D. Cal. Case No. 11-18853).  The second bankruptcy
case was dismissed in February 2012.


STANFORD GROUP: Receiver Asks High Court to Clarify Standing
------------------------------------------------------------
Law360 reported that court-appointed receiver for the estate of
convicted fraudster Robert Allen Stanford urged the U.S. Supreme
Court to weigh in on whether a federal receiver has standing to
assert claims on behalf of the receivership's creditors, saying
lower courts have long been mired in confusion over the issue.

According to the report, Ralph S. Janvey, who is seeking to
recover funds tied to Stanford's $7 billion Ponzi scheme, asked
the high court in his petition for writ of certiorari to reverse
the Fifth Circuit's August ruling.

                       About Stanford Group

The Stanford Financial Group was a privately held international
group of financial services companies controlled by Allen
Stanford, until it was seized by United States (U.S.) authorities
in early 2009.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
served more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The case in district court was Securities and Exchange Commission
v. Securities Investor Protection Corp., 11-mc-00678, U.S.
District Court, District of Columbia (Washington).

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for
his arrest on the criminal charges.


STAR DYNAMICS: Can Employ Allen Kuehnle as Bankruptcy Attorneys
---------------------------------------------------------------
STAR Dynamics Corporation sought and obtained authority from the
U.S. Bankruptcy Court for the Southern District of Ohio, Eastern
Division, to employ Allen Kuehnle Stovall & Neuman LLP as
attorneys.

Thomas R. Allen, Esq. -- allen@aksnlaw.com -- and Richard K.
Stovall, Esq. -- stovall@aksnlaw.com -- will serve as case
attorneys for Debtor.  Mr. Allen and Mr. Stovall's normal and
customary hourly rates are $400 and $350.

In addition, the following AKSN attorneys may perform professional
services in this case:

   J. Matthew Fisher, Esq. -- fisher@akslaw.com          $300
   Daniel J. Hunter, Esq. -- hunter@aksnlaw.com          $315
   Rick L. Ashton, Esq. -- ashton@aksnlaw.com            $250
   Erin L. Pfefferle, Esq. -- pfefferle@aksnlaw.com      $205
   Jeffrey R. Corcoran, Esq. -- corcoran@aksnlaw.com     $205

The Debtors will also reimburse the firm for any necessary out-of-
pocket expenses.

Mr. Stovall, a partner at AKSN, 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.

According to Mr. Stovall, AKSN's representation of the Debtor
began on or about late November 2013.  Since that time AKSN has
received the following payments from Debtor as and for payments
for services rendered and reimbursement of expenses:

   * December 9, 2013 - $100,000
   * December 10, 2013 - $14,118

As of the Petition Date, in accordance with the terms of the
Debtor's engagement of AKSN, the sum of $85,882 remained on
deposit in AKSN's trust account as and for a retainer balance.

STAR Dynamics Corp., a developer and provider of radar systems for
the military, filed a Chapter 11 petition on Dec. 10, 2013, in
Columbus, Ohio, in part to halt a lawsuit by BAE Systems Plc.  The
case is In re STAR Dynamics Corp., 13-59657, U.S. Bankruptcy
Court, Southern District of Ohio (Columbus).


STAR DYNAMICS: May Hire Womble Carlyle as Special Counsel
---------------------------------------------------------
STAR Dynamics Corporation sought and obtained authority from the
U.S. Bankruptcy Court for the Southern District of Ohio, Eastern
Division, to employ Womble Carlyle Sandridge & Rice LLP as special
counsel for the purpose of advising and representing the Debtor
with respect to all litigation matters relative to BAE Systems
Technology Solutions & Services Inc. and with respect to the
completion of prepetition patent work.

The following professionals are anticipated to provide services to
the Debtor:

   Michael J. Sullivan, Esq. -- MSullivan@wcsr.com        $545
   Russell A. Williams, Esq. -- rwilliams@wcsr.com        $330
   Julie E. Adkins, Esq. -- jadkins@wcsr.com              $270
   Louis T. Isaf, Esq. -- lisaf@wcsr.com                  $650
   Nanda K. Alapati, Esq. -- nalapati@wcsr.com            $565

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

Mr. Sullivan, a partner at Womble Carlyle Sandridge & Rice LLP,
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.

STAR Dynamics Corp., a developer and provider of radar systems for
the military, filed a petition for Chapter 11 protection on Dec.
10 in Columbus, Ohio, in part to halt a lawsuit by BAE Systems
Plc.  The case is In re STAR Dynamics Corp., 13-59657, U.S.
Bankruptcy Court, Southern District of Ohio (Columbus).


STAR DYNAMICS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Star Dynamics Corporation., filed with the Bankruptcy Court for
the Southern District of Ohio its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $12,138,334
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,777,300
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $34,963,043
                                 -----------      -----------
        TOTAL                    $12,138,334      $50,740,343

STAR Dynamics Corp., a developer and provider of radar systems for
the military, filed a petition for Chapter 11 protection on Dec.
10 in Columbus, Ohio, in part to halt a lawsuit by BAE Systems
Plc.  The case is In re STAR Dynamics Corp., 13-59657, U.S.
Bankruptcy Court, Southern District of Ohio (Columbus).


STEPHEN ENGLAND: Ohio Appeals Court Flips Ruling in Adams Suit
--------------------------------------------------------------
The Court of Appeals of Ohio, Second District, Montgomery County,
reversed a March 1, 2013 trial court judgment against Brian W.
Adams on his complaint seeking to foreclose on residential real
estate to satisfy a domesticated foreign judgment.

"We reverse the trial court's judgment insofar as it precluded him
from foreclosing and remand the cause for further proceedings,"
the Appeals Court said.

According to the Appeals Court's opinion, this modern "Gordian
Knot" involves the financial entanglements of Defendant Stephen
England, a retired physician and his deceased wife, Katherine
England and a piece of real estate located in Washington Township,
Montgomery County, Ohio.  Further complicating the matter is the
introduction of a certificate of judgment that was recorded
against this same piece of property by Plaintiff Wilson Adams
after Adams obtained a default judgment against Dr. and Mrs.
England in Arizona.  Other threads intertwined in this matter and
creating confusion are the issue of Defendant Stephen England's
bankruptcy and the effect its discharge had upon his debts, the
death of Dr. England's wife and the death of Wilson Adams.

Stephen England filed a Chapter 11 bankruptcy case in the Federal
Court for the Southern District of Ohio in 1994.

The case is, BRIAN W. ADAMS, Plaintiff-Appellant/Cross-Appellee,
v. BANKERS TRUST COMPANY, et al., Defendants-Appellees/Cross-
Appellant, Appellate Nos. 25703, 25706 2014-Ohio-231, pending
before the Court of Appeals of Ohio, Second District, Montgomery
County.

A copy of the Appeals Court's Jan. 24, 2014 decision is available
at http://is.gd/Q8LP4Ffrom Leagle.com.

Brian W. Adams is represented by:

         Joseph E. Rueth, Esq.
         Edward M. Smith, Esq.
         NOLAN, SPROWL & SMITH
         500 Performance Place
         109 North Main Street
         Dayton, Ohio 45402

Silhouettes, LTD., a defendant in the case, is represented by:

         Alan A. Biegel, Esq.
         ALAN A. BIEGEL CO., LPA
         5975 Kentshire Drive
         Kettering, Ohio 45440

              - and -

         Sue Seeberger, Esq.
         5972 Kentshire Drive, Suite D
         Dayton, Ohio 45440,


STEPHEN YELVERTON: Settlement Order Won't Be Stayed Pending Appeal
------------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., denied Stephen Thomas
Yelverton's "Motion to Stay the Effectiveness of the Bankruptcy
Decisions Which Are Now on Appeal in Case No. 1:12-cv-1539," which
seeks a stay pending appeal of orders relating to the approval of
a settlement.

Mr. Yelverton is a debtor in a case under chapter 7 of the
Bankruptcy Code.  Wendell W. Webster serves as Chapter 7 trustee
of the estate.

Mr. Yelverton's assets included his shares of stock in Yelverton
Farms, Ltd., and claims he asserted in a civil action in the
United States District Court for the Eastern District of North
Carolina, and in adversary proceedings before the Bankruptcy
Court, against Yelverton Farms, Phyllis Edmundson, Charles
Edmundson, Deborah Marm and Walter Marm, Jr.

Pursuant to orders issued in June and August 2012, the court
approved a full and complete settlement and release of all claims
asserted by or against the debtor and the defendants in connection
with the debtor's ownership interest in Yelverton Farms.  The
settlement provides for the transfer of the debtor's stock to the
defendants and the mutual release of all claims, in consideration
of a cash payment to the bankruptcy estate in the amount of
$110,000.  On August 13, 2012, Mr. Yelverton appealed the orders
relating to the approval of the settlement, and the appeal is
Civil Action No. 12-1539 in the District Court.

After the Bankruptcy Court entered the order approving the
settlement on June 19, 2012, and after Mr. Yelverton filed a
motion to vacate that order on July 3, 2012, he filed a series of
amendments to his Schedule C (Property Claimed as Exempt) to claim
that the litigation claims and the stock in Yelverton Farms are
exempt.  Mr. Webster objected to those claims of exemption, and
the court sustained the objections except as to an exemption under
11 U.S.C. Sec. 522(d)(5) of $11,200.  Mr. Yelverton appealed the
orders disposing of the trustee's objections to the claimed
exemptions, and the appeal is Civil Action No. 13-454 in the
District Court.

Mr. Yelverton seeks a stay of the orders approving the settlement
(the subject of Civil Action No. 12-1539) pending the disposition
of the appeal in Civil Action No. 13-454 in which he seeks a
reversal of the Bankruptcy Court's orders sustaining Mr. Webster's
objections to Mr. Yelverton's attempt to exempt the shares in
Yelverton Farms and the claims against the defendants.  Mr.
Yelverton contends that the exemptions of those assets will be
upheld on appeal and will be retroactively effective as of the
commencement of the bankruptcy case, such that the assets are not
property of the estate that could be the subject of a settlement.

Judge Teel's ruling is outlined in a Jan. 23, 2014 Memorandum
Decision and Order available at http://is.gd/OwmlSAfrom
Leagle.com.

Among others, Judge Teel said the bankruptcy case has been pending
for a long time due in large part to Mr. Yelverton's pursuing
frivolous claims and arguments in the bankruptcy court and on
appeal.  "Due to Yelverton's litigiousness, the $110,000
settlement will likely largely or exclusively be used to pay
administrative claims incurred in the case. Staying consummation
of the settlement would delay the trustee's receipt of the
$110,000, and that in turn is prejudicial to the entities entitled
to receive whatever estate funds will be available for
distribution. This prejudice weighs against granting a stay
pending appeal. Even if there were no such prejudice, or if the
prejudice is minimal (because interest earned on the $110,000 at
today's prevailing interest rates would be minimal), Yelverton has
not made an adequate showing on the other factors to warrant
granting a stay," Judge Teel said.

Stephen T. Yelverton is the sole member of the Yelverton Law Firm,
PLLC.  He filed for Chapter 11 bankruptcy protection (Bankr. D.
D.C. Case No. 09-00414) on May 14, 2009.  Judge S. Martin Teel,
Jr., on Aug. 20, 2010, denied confirmation of the Debtor's plan
and converted the case to Chapter 7.


T-L BRYWOOD: Feb. 27 Hearing on Continued Cash Collateral Use
-------------------------------------------------------------
The Hon. J. Philip Klingeberger of the U.S. Bankruptcy Court for
the Northern District of Indiana will convene a hearing on
Feb. 27, 2014, at 9:30 a.m., to consider T-L Brywood LLC's motion
to use cash collateral in which RCG-KC Brywood LLC, successor to
The Private Bank and Trust Company, asserts an interest.

The Court, in its order, stated that the parties had been unable
to resolve the concerns which caused the creditor to file the so-
called Record No. 283 motion for hearing, and that a final hearing
with respect to the request is necessary.  The parties also
reported that they had arrived at an agreement concerning
contingent interim use of cash collateral pending determination at
the foregoing final hearing, which will be filed of record in the
near future.

The Debtor, on Jan. 7, filed a proposed order on interim cash
collateral use.

Additionally, the Court said the parties may pursue discovery with
respect to matters to be addressed at the Feb. 27 hearing.

As reported in the Troubled Company Reporter on Dec. 30, 2013, as
adequate protection, the lender will be granted valid, perfected,
enforceable security interests in and to the Debtor's post-
petition assets, to the extent and priority of its alleged
prepetition liens, to the extent of any diminution in the value of
the assets.

                       About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 12-09582) on March 12, 2012.  The case was transferred to
the U.S. Bankruptcy Court for the Northern District of Indiana
(Case. 13-21804) on May 14, 2013.

T-L Brywood owns and operates a commercial shopping center known
as the "Brywood Centre" -- http://www.brywoodcentre.com/-- in
Kansas City, Missouri.  The Property encompasses roughly 25.6
acres and comprises 183,159 square feet of retail space that is
occupied by 12 operating tenants.  The occupancy rate for the
Property is approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.

No committee of creditors was appointed by the U.S. Trustee.


TAMINCO GLOBAL: S&P Assigns 'BB-' Rating to Sr. Secured Facilities
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue rating
and '2' recovery rating to Taminco Global Chemical Corp.'s senior
secured credit facilities consisting of a $200 million revolving
credit facility, a $386.9 million senior secured term loan B, and
a EUR185.6 million term loan B.  The '2' recovery rating indicates
S&P's expectation for substantial recovery (70% to 90%) in the
event of a payment default.  Ratings are based on preliminary
terms and conditions.

At the same time, S&P affirmed its existing ratings, including its
'B+' corporate credit rating, on the company.  The outlook is
stable.  S&P affirmed its 'B-' issue rating and '6' recovery
rating on the company's $400 million second-priority notes.  The
'6' recovery rating indicates S&P's expectation for negligible
(0% to 10%) recovery for second-lien creditors in the event of a
payment default.  S&P will withdraw its 'BB-' issue rating and '2'
recovery rating on the company's existing first-lien senior
secured facility after the proposed transaction closes.

"Our ratings on Taminco Global Chemical Corp. reflect our
assessments of the company's 'highly leveraged' financial risk
profile and its 'satisfactory' business risk profile as a market
leading producer of alkylamines and alkylamine derivatives in a
niche global market," said Standard & Poor's credit analyst Paul
Kurias.

"The stable outlook reflects our assessment that the EBITDA and
operating cash flow the company generates after the acquisition
will meaningfully offset the increase in debt incurred to fund it,
so that leverage credit metrics do not materially change.  We
believe that improving economic conditions especially in Europe
and the U.S., capacity additions, and growing end-market demand
should support strong and sustainable profitability over the next
several quarters.  Importantly, we assume that management will
support credit quality by maintaining a prudent approach to
funding growth and shareholder rewards.  Our ratings do not
currently assume a decline in the financial sponsor's ownership to
less than 40% over the next 12 months," S&P added.

S&P could lower the ratings if additional debt-funded acquisitions
or shareholder rewards weaken credit metrics meaningfully over the
next year.  S&P could lower ratings if management actions or
unexpected earnings weakness such as a decline in EBITDA margins
to levels below 18% and revenue contraction cause the ratio of
total debt to EBITDA to exceed 6x without prospects for
improvement over the next 12 months.

The company's private-equity ownership and S&P's view of its
financial policies currently constrain the ratings.  S&P could
reassess and raise the ratings if the sponsor's ownership declines
to less than 40% and the company in S&P's view is committed to
maintaining credit metrics appropriate for a higher rating.


THELEN LLP: Trustee, Robinson & Cole Settle Clawback Suit
---------------------------------------------------------
Law360 reported that a New York federal judge agreed to
discontinue Thelen LLP trustee Yann Geron's clawback suit against
Robinson & Cole LLP after the two notified the court that the
dispute had been settled.

According to the report, Howard P. Magaliff, counsel for Geron,
wrote to District Judge William H. Pauley III on Monday to advise
him that the two parties had settled the case "subject to
documentation." Judge Pauley gave him and Christopher Major,
defendant's counsel, 30 days to file the settlement agreement with
the court.

The case is Yann Geron v. Robinson & Cole LLP et al., Case No.
1:11-cv-08967 (S.D.N.Y.).

                        About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bi-coastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


VAUGHAN COMPANY: Suit vs. Dr. Eberhard Goes to Trial
----------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz granted, in part, and denied,
in part, the "Motion for Partial Summary Judgment as the Timing
and Amount of Transfers" filed by the Chapter 11 Trustee of the
Vaughan Company Realtors in the lawsuit, JUDITH A. WAGNER, Chapter
11 Trustee of the bankruptcy estate of the Vaughan Company,
Realtors, Plaintiff, v. KENNETH J. EBERHARD, et al, Defendants,
Adv. Proc. No. 11-1226 (Bankr. D.N.M.).  A copy of the Court's
Jan. 23, 2014 Memorandum Opinion is available at
http://is.gd/aBbWS1from Leagle.com.

Kenneth Eberhard invested a total of $445,500 in VCR's promissory
note program.  Dr. Eberhard, through his IRA, received $177,902.30
from VCR within two years before the Petition Date and $369,469.29
from VCR within four years before the Petition Date.  The Trustee
has also established that Dr. Eberhard, through his IRA, received
$280,767.79 more from VCR than he invested.

The Court held that the Trustee has established her claims under
11 U.S.C. Sec. 548 and New Mexico's version of the Uniform
Fraudulent Transfer Act, N.M.S.A. 1978 sections 56-10-18(A)(1) and
(2).  The Court, however, denied the Trustee's request for money
judgment on those claims and will address any remaining defenses
at trial.

The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759).  George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million.  Judith A. Wagner was appointed as Chapter 11
Trustee.

Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  The case was converted to a
chapter 7 proceeding on May 20, 2010.  Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.


VAUGHAN COMPANY: Suit vs. Craig Fenton et al. Goes to Trial
-----------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz granted, in part, and denied,
in part, the motions for summary judgment filed by Judith Wagner,
Chapter 11 Trustee of the bankruptcy estate of the Vaughan Company
Realtors, in her lawsuit, JUDITH A. WAGNER, Chapter 11 Trustee Of
the bankruptcy estate of the Vaughan Company, Realtors, Plaintiff,
v. CRAIG FENTON, CHERIE FENTON, and NORMAN FENTON, Defendants,
Adv. Proc. No. 12-1116 (Bankr. D. N.M.).

The Court ruled that the Trustee has established her claims under
11 U.S.C. Sections 547 and 548 and New Mexico's version of the
Uniform Fraudulent Transfer Act ("UFTA"), N.M.S.A. 1978 Sections
56-10-18(A)(1) and (2), against the Defendants, who were investors
into VCR's promissory note program.  The Court, however, declines
the Trustee's request for money judgment until the Defendants'
affirmative defenses have been examined at trial.

Craig Fenton received $121,862.88 from VCR within two years before
the Petition Date and $123,145.07 from VCR within four years
before the Petition Date; Cherie Fenton received $63,994.72 from
VCR within two years before the Petition Date and $77,229.12 from
VCR within four years before the Petition Date; and Norman Fenton
received $87,574.73 from VCR within two years before the Petition
Date and $128,035.01 from VCR within four years before the
Petition Date.

A copy of the Court's Jan. 22, 2014 Memorandum Opinion is
available at http://is.gd/rYFajHfrom Leagle.com.

The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759).  George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million.  Judith A. Wagner was appointed as Chapter 11
Trustee.

Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  The case was converted to a
chapter 7 proceeding on May 20, 2010.  Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.


VELTI INC: Changes Name and Case Caption Following Sale
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Velti Inc., et al., to change the name and case caption
in relation to the sale of the Debtors' mobile marketing business
unit (MMBU).

The Debtors, the Official Committee of Unsecured Creditors, and
GSO MMBU Acquisition LLC had conferred and agreed that after
change in the Debtors' corporate names, the caption of the
Debtors' jointly administered cases will be modified to reflect
the changes to the names of the Debtors.

The changes will reflect as:

      Debtors                               Changed Name
      -------                               ------------
      Air2Web, Inc.                         AW Liquidating Inc.
      Air2Web Interactive, Inc.             AWI Liquidating Inc.
      Velti Inc.                            VI Liquidating Inc.
      Velti North America Holdings, Inc.    VNAH Liquidating Inc.
      Velti US Holdings, Inc.               VUSH Liquidating Inc.

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.  The Company, a San Francisco-based
unit of Velti Plc, listed assets of as much $50 million and debt
of as much as $100 million.

Its Air2Web Inc. unit, based in Atlanta, also sought creditor
protection.

The parent, Dublin, Ireland-based Velti Plc, which trades on the
Nasdaq Stock Market, isn't part of the bankruptcy process.
Operations in the U.K., Greece, India, China, Brazil, Russia, the
United Arab Emirates and elsewhere outside the U.S. didn't seek
protection and business there will continue as usual.

The Debtors are represented by attorneys Stuart M. Brown, Esq., at
DLA Piper LLP (US), in Wilmington, Delaware; and Richard A.
Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at
DLA Piper LLP (US), in Chicago, Illinois.  The Debtors have also
tapped Jefferies LLC as investment banker, Sitrick Brincko Group
LLC, as corporate communications consultants, and BMC Group, Inc.,
as claims and noticing agent.  Velti Inc. disclosed $94,993,551 in
assets and $175,089,448 in liabilities as of the Chapter 11
filing.

U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended $25 million of
postpetition financing to the Debtors.  The DIP Lenders, which are
also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP,
in New York.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  The Committee has tapped McGuireWoods LLP as
lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware
co-counsel.  Asgaard Capital LLC serves as financial advisor to
the Committee.  Capstone Advisory Group LLC serves as consultant.


XG TECHNOLOGY: Posts $15.93-Mil. Net Loss in Q3 Ended Sept. 30
--------------------------------------------------------------
xG Technology, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $15.93 million on $33,000 of revenues for the three months
ended Sept. 30, 2013, compared to a net loss of $3.25 million for
the same period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed
$24.22 million in total assets, $8.22 million in total
liabilities, and stockholders' equity of $16 million.

"As of September 30, 2013, the Company had negative working
capital of approximately $2,593,000 and an accumulated deficit of
approximately $147,789,000.  This and other factors raise
substantial doubt about the Company?s ability to continue as a
going concern," the Company stated in the regulatory filing.

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

                       http://is.gd/aK6foQ

Sarasota, Florida-based xG Technology, Inc. develops cognitive
radio network system xMax(R) that aims to enhance wireless
broadband communication for military, commercial and other
purposes.


XL-ID SOLUTIONS: Majority of Creditors Approve Proposal Under BIA
-----------------------------------------------------------------
XL-ID Solutions Inc. (formerly known as Excellium Inc.), a Tier II
issuer listed on the TSX Venture Exchange, on Jan. 27 disclosed
that at the meeting of its creditors which took place on January
24, 2014, the statutory majority of creditors approved the
proposal submitted by the Corporation pursuant to the Bankruptcy
and Insolvency Act (Canada), in a proportion of 93,6% in number
and 89,5% in value of the creditors who filed a proof of claim and
voted on the proposal.

XL-ID had submitted a proposal to its creditors on January 3, 2014
under BIA.  Under the terms of the proposal, an amount of $275,000
will be made available to Raymond Chabot Inc., as Trustee, for
distribution to creditors in the manner set forth in the proposal,
less an amount not to exceed $75,000 to cover fees and expenses of
the proposal.  The proposal also provides for the reorganization
of XL-ID's share capital pursuant to which its outstanding common
shares will be cancelled for no consideration and XL-ID's majority
shareholder and only secured creditor, General Financial
Corporation, will remain as the sole shareholder.

Following the approval of the proposal by its creditors, XL-ID
will now seek a final order from the Superior Court of Quebec
approving the proposal in the coming days.  Following these steps,
XL-ID will be delisted from the Exchange and will apply to cease
to be a reporting issuer.

XL-ID -- http://www.XL-ID.ca-- is a security company specialized
in biometrics identity systems, proactive security management and
in the integration of security products for the institutional and
industrial markets.  XL-ID is active in electronic identification,
comprising background checks, biometric identification and
management of large events and summits.  XL-ID's common shares are
listed on the Exchange under the trading symbol "XLM".


XTREME POWER: Section 341(a) Meeting Scheduled for Feb. 26
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Xtreme Power Inc.
will be held on Feb. 26, 2014, at 10:00 a.m. at Austin Room 118.
Creditors have until May 27, 2014, to submit their proofs of claim
against the Debtor.

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

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

                        About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.

Judge Christopher H. Mott presides over the case.

The Debtors have tapped Jordan Hyden Womble & Culbreth & Holzer,
P.C., as bankruptcy attorneys, Baker Botts L.L.P. as special
counsel, Gordian Group, LLC, as investment banker and financial
advisor.

Xtreme Power Inc. estimated assets of at least $10 million and
liabilities of at least $50 million.


* Cohen Wanted Trades Hidden From SAC Employees
-----------------------------------------------
Christopher M. Matthews, writing for The Wall Street Journal,
reported that when SAC Capital Advisors LP began unloading a
massive position in two pharmaceutical companies in July 2008,
Steven A. Cohen didn't want anyone to know, including his own
employees, the firm's top trader told jurors on Jan. 28.

According to the report, the trader, Phillipp Villhauer, testified
that SAC's billionaire founder directed him to limit the
"visibility" of the trading as much as possible. Mr. Villhauer
said he followed his boss's instructions to the letter, shielding
a set of trades now at the heart of the insider-trading trial of
former SAC portfolio manager Mathew Martoma from investors inside
and outside the hedge fund.

The effort to hide trades isn't illegal, the report said.  In
fact, it is common among institutional investors. But prosecutors
say some of the methods used were "abnormal," and help support
their allegations that Mr. Martoma's intentions were not "purely
benign."

"[S]imply because the means used to hide the sales of Elan
internally were lawful and could serve valid ends . . . does not
mean that such techniques could not simultaneously serve more
nefarious ends, such as minimizing the risk that SAC Capital's
trading would be flagged by a counterparty as suspicious,"
prosecutors wrote in a court filing last month, the report cited.

On cross-examination by Mr. Martoma's lawyers, Mr. Villhauer
testified that SAC frequently obscured its positions from other
investors to avoid any "slippage" -- that is, preventing other
entities from learning that SAC was selling large volumes, thereby
causing prices to drop, the report further related.


* SAC's Counsel Testifies at Trial in Unexpected Move by Defense
----------------------------------------------------------------
Alexandra Stevenson, writing for The New York Times' DealBook,
reported that Peter Nussbaum, the general counsel of SAC Capital
Advisors, took the witness stand on Jan. 28 in a bold and
surprising move by the defense at the insider trading case of
Mathew Martoma, a former SAC trader.

According to the report, the move came after the government rested
its case and after three weeks of testimony from 20 witnesses. The
defense's case is expected to take considerably less time.

By calling on Mr. Nussbaum, the most senior employee at SAC to
testify in the insider trading case, the defense could open the
door for prosecutors to more closely scrutinize compliance at the
multibillion-dollar hedge fund, which the government last year
accused of being a "veritable magnet for market cheaters," the
report said.

Mr. Martoma has been charged with undertaking one of the most
lucrative insider trading schemes on record, and his case is at
the heart of a decade of investigations into SAC, which resulted
in the hedge fund pleading guilty to five counts of wire and
securities fraud last November, the report related.  SAC has
agreed to pay a $1.2 billion penalty. It was Mr. Nussbaum who
pleaded guilty on behalf of SAC.

But Mr. Nussbaum, who has overseen all legal and compliance
affairs at SAC for nearly 14 years, could also help to bolster the
defense's case that Mr. Martoma did nothing wrong and that the big
trades at the center of the case against him were influenced by
SAC's founder, Steven A. Cohen, the report further related.


* Hedge Funds Sniff for Even Bigger Payouts From Banks
------------------------------------------------------
Peter Eavis, writing for The New York Times' DealBook, reported
that one of the biggest bets on Wall Street rests on a theory that
also deeply unsettles Wall Street.

According to the report, the provocative theory is that the big
banks have not paid enough in recent legal settlements to make
amends for their role in stoking the subprime housing boom and
bust. Hedge funds, contending that the banks have so far
underpaid, have bought subprime mortgage-backed bonds, which they
hope will rise in value. That would happen if Wall Street banks
ultimately pay out a lot more money to settle other, more
stringent litigation tied to these bonds. And the hedge funds
holding the bonds may often be behind these more demanding
lawsuits.

The notion that the big banks are getting off lightly in these
settlements might seem stretched, the report related.  After all,
in recent months, several large banks have agreed to deals with
government authorities and alliances of private investors that
carry substantial penalties. The $13 billion that the Justice
Department extracted from JPMorgan Chase last year was a record.

Around the same time, JPMorgan entered into a $4.5 billion
settlement with a range of prominent investment firms, BlackRock
and Pimco among them, over allegations that it packaged mortgages
into bonds before the financial crisis that didn't meet certain
agreed-upon standards, the report said.

But as large as those penalties appear, some hedge funds believe
they may have been too small for the abuses that they say actually
took place, the report related.  After digging deep into the pools
of loans that back the bonds, the hedge funds assert that, in the
case of certain securities, the banks' missteps were more
widespread than publicized. They argue that the big-name
investment firms could have gotten more out of their JPMorgan
settlement. To the hedge funds, it is as if an oil producer had to
pay compensation only for the most obvious destruction caused by
an oil spill, allowing it to escape its liability for large-scale
damage that was not immediately obvious.


* Hedge Funds Assets Increase 17 Percent to Record $2.63 Trillion
-----------------------------------------------------------------
Chris Larson, writing for Bloomberg News, reported that hedge-fund
assets increased by 17 percent last year, reaching a record $2.63
trillion, according to Hedge Fund Research Inc.

Bloomberg related that global assets rose by $376 billion,
including $63.7 billion in net inflows from investors and $312
billion in investment gains, the Chicago-based data provider said
in a report on Jan. 22.  The fourth quarter was the sixth in a row
that the industry saw a growth in assets, it said.

Investors poured $29.6 billion into event-driven strategies, which
include activist-oriented hedge funds such as Daniel Loeb's Third
Point LLC and Bill Ackman's Pershing Square Capital Management LP,
the report said.

Event-driven funds had an average return of 12 percent in 2013
compared with a 9.2 percent gain for all hedge funds, HFR said,
the report added.  The category is "likely to continue to see
strong flows" through at least the first half of 2014, HFR
President Ken Heinz said at a press briefing in London on Jan. 22.

Long-short equity managers, who take bets on both rising and
falling stocks, and global macro managers should see more
favorable conditions this year, Heinz said, the report further
related.  Macro strategies invest in stocks, bonds, currencies and
other instruments based on expected trends in global markets, and
many were hampered in recent years by central banks' debt
repurchases, known as quantitative easing.


* New Medicare Funding Cuts to Spur Provider Closures & Job Loss
----------------------------------------------------------------
The Partnership for Quality Home Healthcare on Jan. 27 disclosed
that the December jobs report from the Bureau of Labor Statistics
(BLS) reflects the largest recorded loss of jobs experienced by
the nation's home health community in more than a decade. In
total, 3,700 jobs were lost in December 2013, in apparent
anticipation of the unprecedented 14 percent cut to the Medicare
home health benefit, which went into effect on January 1.

Prior to the December 2013 decline in home heath jobs, this
healthcare sector contributed a net increase in new jobs in 125 of
131 preceding months and experienced negative job growth only five
other times since 2003.  According to the BLS seasonally adjusted
employment records ranging from January 2003 through December
2013, the December 2013 job loss was the largest single month job
loss recorded in the past ten years.

"There is widespread concern that this loss in jobs is just the
beginning," stated Eric Berger, CEO of the Partnership for Quality
Home Healthcare.  "With home health facing an unprecedented 14
percent cut in Medicare funding over the next four years,
significant additional job losses are expected.  Indeed, if the
Medicare home health rebasing cuts are not corrected, Avalere
Health projects that a total of 500,000 home healthcare jobs could
be lost.  As a result, nearly 1.5 million seniors could lose
access to the high-quality, cost-effective home health services
they need, and taxpayer costs will therefore rise as medical
services are instead delivered in more costly institutional
settings."

As part of its implementation of the Affordable Care Act (ACA),
the Obama Administration finalized the Home Health Prospective
Payment System (HHPPS) rule, which cuts Medicare home health
funding by 3.5 percent annually over the next four years,
amounting to an unprecedented total cut of 14 percent.  In its
final regulation, the Administration projected that this cut will
drive "approximately 40 percent" of all home health agencies to
net losses by 2017, resulting in job loss, agency consolidation
and potential bankruptcy by thousands of providers.

The Partnership for Quality Home Healthcare is urging the Obama
Administration to fully examine the impact of the rebasing cut on
patient access and jobs over all four years in which it is to be
implemented.  Home health leaders are also asking the Secretary of
Health and Human Services to use her authority to reduce the
severity of the cut.

Approximately 10,000 Americans turn 65 each day, many of who will
require complex medical care in their homes to manage chronic
conditions, rehabilitative needs and post-acute care.  To meet
this growing need and ensure senior access to clinically advanced,
cost-effective and patient preferred care, an adequate employee
base of skilled professionals is critical.

"As Americans live longer and seek to age in the dignity and
safety of their homes, the home health sector could serve as an
engine of new job creation.  Judging from the jobs that have
already been lost since the imposition of Obamacare's
unprecedented cuts, however, such job growth may no longer be
possible," added Berger.

The Partnership for Quality Home Healthcare --
http://www.homehealth4america.org-- was established to assist
government officials in ensuring access to skilled home healthcare
services for seniors and disabled Americans.  Representing
community- and hospital-based home healthcare agencies across the
United States, the Partnership is dedicated to developing
innovative reforms to improve the quality, efficiency and
integrity of home healthcare.


* Marks Paneth Appoints Vivian Martinez as New Real Estate Partner
------------------------------------------------------------------
Marks Paneth LLP, a New York area accounting firm, on Jan. 27
disclosed that Vivian Martinez, CPA, 42, has been named a partner
in the firm's Real Estate Group.

Serving commercial and residential real estate organizations,
including co-ops and low-income housing enterprises, Ms. Martinez
advises clients on all facets of accounting and tax issues.  In
addition to supervising audit engagements, she counsels clients on
a range of real estate transactions, including acquisitions and
dispositions.  She is a member of the firm's China Desk, a cross-
disciplinary team of professionals who assist both US and Chinese
businesses and individuals looking to work, invest, raise capital
or do business in China and the US.

"Through her deep understanding of challenging real estate tax
issues, Vivian helps our sophisticated clients navigate an
increasingly complex economic and tax environment," said William
Jennings, Partner-in-Charge of Marks Paneth's Real Estate Group.

Ms. Martinez holds a Bachelors of Science from Queens College of
the City University of New York.  A resident of Kings Park, New
York, she is a member of the American Institute of Certified
Public Accountants (AICPA), the New York State Society of CPAs and
the Real Estate Committee, Nassau Chapter.  She also serves on the
board of the Asian Real Estate Professionals Association and is
actively involved in the Long Island Real Estate Group (LIREG) and
the Association of Women Accountants in Real Estate.

For more information or a conversation with Ms. Martinez, please
contact Katarina Wenk-Bodenmiller of Sommerfield Communications at
(212) 255-8386 or Katarina@sommerfield.com

                      About Marks Paneth LLP

Marks Paneth LLP -- http://www.markspaneth.com-- is an accounting
firm with over 500 people, of whom nearly 65 are partners and
principals.  The firm provides public and private businesses with
a full range of auditing, accounting, tax, consulting, bankruptcy
and restructuring services as well as litigation and corporate
financial advisory services to domestic and international clients.
The firm also specializes in providing tax advisory and consulting
for high-net-worth individuals and their families, as well as a
wide range of services for international, real estate, media,
entertainment, nonprofit, professional and financial services, and
energy clients. The firm has a strong track record supporting
emerging growth companies, entrepreneurs, business owners and
investors as they navigate the business life cycle.  Its
headquarters are in Manhattan. Additional offices are in
Westchester, Long Island and the Cayman Islands.


* Matthew Boxer Rejoins Lowenstein Sandler as Partner
------------------------------------------------------
Lowenstein Sandler LLP announced that Matthew Boxer will rejoin
the firm as a partner and chair of its Corporate Investigations
and Integrity practice.  Mr. Boxer received universal praise for
his thorough and fair investigatory work and leadership skills
while serving as New Jersey's first State Comptroller from 2008 to
2014.  At Lowenstein Sandler, Mr. Boxer will represent private
clients and government agencies in government and internal
investigations.  Prior to entering government service, Mr. Boxer
had been with Lowenstein Sandler from 1997 to 2001.

During his six-year term as New Jersey State Comptroller,
Mr. Boxer earned an unsurpassed reputation for integrity based on
the effective, energetic and evenhanded manner in which he
represented New Jersey taxpayers.  During his term, the Office of
the State Comptroller issued more than 50 reports on
investigations of waste and fraud in New Jersey government,
including reports concerning the state pension system, the school
lunch program, the New Jersey Turnpike Authority and Hurricane
Sandy clean-up.  Marked by their professionalism and impartiality,
Boxer's audits touched all levels of state, county, and local
government and produced a body of work that recovered hundreds of
millions of dollars for the citizens of New Jersey while
preventing the outlay of hundreds of millions more in wasteful
spending.

"We are thrilled that Matt has chosen to return to our firm,
bringing to our clients his deep experience with the investigatory
process," said Gary M. Wingens, Lowenstein Sandler's chairman and
managing partner.  "Matt has earned an impeccable reputation for
fair-mindedness and integrity through his impressive career in
government and public service."

Mr. Boxer, 43, was appointed as New Jersey's first independent
state comptroller in January 2008 to conduct audits,
investigations and performance reviews at all levels of New Jersey
government, and served in the cabinets of two Governors.  Prior to
his appointment as state comptroller, Mr. Boxer directed the State
Authorities Unit from 2006 to 2008, where he developed new
regulations concerning ethics and procurement reform that led to
greater transparency and efficiency at New Jersey's 58 independent
state authorities.

As a federal prosecutor from 2001 to 2006, Mr. Boxer served in the
terrorism unit, the criminal division and the special prosecutions
division of the U.S. Attorney's Office.  While there, he oversaw
the investigation and prosecution of numerous public officials on
corruption charges.  Among them were the "Monmouth 11," a group
that included three sitting mayors, four sitting councilmen and a
police commissioner, making it one of the largest single-day
corruption takedowns in state history.

Boxer began his career as a law clerk for New Jersey Supreme Court
Justice Gary S. Stein and then for U.S. District Court Judge
Jerome B. Simandle.  He then spent four years as an attorney with
Lowenstein Sandler, where he litigated criminal and complex civil
cases with an emphasis on securities fraud.  Mr. Boxer earned his
J.D. from Columbia University and his B.A. from Princeton
University.

                     About Lowenstein Sandler

Lowenstein Sandler is a provider of transactional, litigation, and
bankruptcy and creditors' rights legal services to many of the
country's top companies and funds.  Close to 300 lawyers in our
New York, New Jersey and California offices immerse themselves in
our clients' industries in order to deeply understand their
businesses.


* Ronald Artinian Nominated as FII's "Trustee of the Year"
----------------------------------------------------------
CommonWealth REIT on Jan. 27 disclosed that one of its newly
appointed Independent Trustees, Ronald Artinian, has been
nominated as "Trustee of the Year" by Fund Industry Intelligence,
a publication of Institutional Investor.  In announcing this
nomination, Fund Industry Intelligence cited Mr. Artinian's work
as Lead Independent Trustee of The Reserve Primary Fund, among his
other accomplishments.  The Reserve Primary Fund, a money market
fund with approximately $62 billion of assets, experienced a
decline in net asset value to less than $1.00 per share as a
result of the financial crisis and the Lehman Brothers bankruptcy
in 2008.  Mr. Artinian was subsequently appointed Lead Independent
Trustee of the fund, and during his time there, the Independent
Trustees replaced the existing external manager with a new manager
to liquidate the fund.  The Primary Reserve Fund has successfully
returned more than 99% of investors' historical invested capital
to date.

Commenting on the news of Mr. Artinian's nomination as "Trustee of
the Year," Adam Portnoy, Managing Trustee and President of CWH,
made the following statement:

"I speak for the entire CWH Board and management when I offer
congratulations to Mr. Artinian on his nomination as ?Trustee of
the Year' by Fund Industry Intelligence and Institutional
Investor."

"CWH has significantly enhanced its governance and it is proud
that Mr. Artinian has recently joined the CWH Board as an
Independent Trustee.  The characteristics Mr. Artinian is being
recognized for now are exactly the qualities the Nominating and
Governance Committee identified in him when they invited him to
join the CWH Board."

"We believe our shareholders will support the CWH Board's
commitment to deliver the sort of independent thinking and
shareholder focus Mr. Artinian is being recognized for, rather
than the hostile takeover attempt by the Related Companies, with
the assistance of Corvex, to take control of CWH for its own
benefit."

CommonWealth REIT is a real estate investment trust that primarily
owns office properties located throughout the United States. CWH
is headquartered in Newton, MA.


* Stutman Treister's John Shaffer Jumps to Quinn Emanuel
--------------------------------------------------------
Quinn Emanuel announced that John Shaffer, one of the nation's
leading restructuring experts, has joined the Los Angeles office
as a partner.  Mr. Shaffer joins the firm from Stutman, Treister &
Glatt, where he was a senior shareholder focusing primarily
on complex restructuring. His clients include debtors, creditors,
and purchasers of assets in connection with the financial
services, health care, real estate, and transportation
industries.

John Shaffer is widely recognized for his contributions to the
development of bankruptcy law. Mr. Shaffer served on the Advisory
Committees for the Federal Rules of Bankruptcy Procedure and the
Ninth Circuit's Rules of Practice and Procedure. He also chaired
the Judicial Conference's Joint Subcommittee on Chapter 11 Venue
Issues. He currently chairs the National Bankruptcy Conference's
Chapter 11 Committee, and he served as Secretary of the Conference
and as a member of its Executive Committee. Mr. Shaffer is a
Fellow of the American College of Bankruptcy, and was President of
the Los Angeles Bankruptcy Forum and a member of the Board of
Governors of the Financial Lawyers Conference. He has served on
the National Conference of Bankruptcy Judge's Educational
Committee and is a frequent speaker on bankruptcy-related topics.

Mr. Shaffer may be reached at:

         John Shaffer, Esq.
         QUINN EMANUEL URQUHART & SULLIVAN, LLP
         865 S. Figueroa St., 10th Floor
         Los Angeles, California 90017
         Tel: +1 213-443-3000
         Fax: +1 213-443-3100
         Email: johnshaffer@quinnemanuel.com


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                             *********

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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