TCR_Public/140205.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, February 5, 2014, Vol. 18, No. 35

                            Headlines

25 JOHN A. CUMMINGS: In Receivership; June 9 Claims Bar Date Set
56 WALKER: Third Amended Liquidating Plan Confirmed
710 LONG RIDGE: May Reject Expired CBA Terms, Implement Proposal
ACCELLENT INC: Moody's Places 'B3' CFR Under Review for Downgrade
ACCELLENT INC: S&P Puts 'B' CCR on Watch Neg on Acquisition Plans

ADOC HOLDINGS: Third Amended Liquidation Plan Confirmed
ADOC HOLDINGS: Exclusive Solicitation Period Extended to March 31
ALLENS INC: Suit v. Little Lady Foods Stayed Pending Bankruptcy
ALLY FINANCIAL: Has $750MM Underwriting Pact with Barclays, et al.
ALMANARA AT BLANCO POINTE: Court Won't Dismiss Guaranty Suit

AMERICAN AIRLINES: Ex-TWA Employees in Israel Fight Discrimination
AMERICAN CHARTER: Fitch Affirms 'BB' Rating on $75.5MM 2007A Bonds
ATLANTIC POWER: Moody's Cuts CFR to B2 & Rates New Term Loan 'Ba3'
ATLANTIC POWER: S&P Affirms 'B' CCR & Rates New $800MM Debt 'B+'
AUDETTE GROUP: In Receivership; May 26 Claims Bar Date Set

AUTO ORANGE: Hires Zhou & Chini as Bankruptcy Counsel
AUTO ORANGE: Files Amended List of 2 Top Unsecured Creditors
AUTO ORANGE: Files Schedules of Assets and Liabilities
AQUA FOODS CRAWFISH: Foreclosure Auction Today
BAN AM EXPRESS: Voluntary Chapter 11 Case Summary

BEES FERRY: Case Summary & 4 Largest Unsecured Creditors
BIOSCRIP INC: Term Loan Amendment No Impact on Moody's B3 CFR
BOOZ ALLEN: Special Dividend No Impact on Moody's 'Ba3' CFR
BORDERS GROUP: Plan Distributions Not Stayed Pending Appeal
BOREAL WATER: Hires Terry Johnson, CPA, as New Accountant

BRIGHTER CHOICE: Fitch Affirms BB+ Rating on $17MM Revenue Bonds
BUFFET PARTNERS: Furr's Fresh Buffet Seeks Bankruptcy Protection
CASH STORE: Gordon Reykdal Stake at 20.8% as of Dec. 31
CENGAGE LEARNING: Reaches Deal on Amended Plan
CLOUD MEDICAL: Posts $414K Net Income in March 31 Quarter

CHINA SHIANYUN: Amends Disclosures in Response to SEC Comments
COLOR STAR: Court Approves Hiring of Gardere Wynne as Counsel
COLOR STAR: Creditors' Panel Hires Gavin/Solmonese as Advisors
COLOR STAR: Creditors' Panel Hires Munsch Hardt as Attorneys
CONNECTICUT HEALTHBRIDGE: Permanent Rejection of Expired CBAs OK'd

CROSSROAD STATION: Case Summary & 20 Largest Unsecured Creditors
DAER HOLDINGS: Iberiabank May Foreclose on Villarreal Mansion
DAVE SINCLAIR: Voluntary Chapter 11 Case Summary
DEERFIELD RETIREMENT: Files Schedules of Assets and Liabilities
DEERFIELD RETIREMENT: Files Amended List of Unsecured Creditors

DESIGNLINE CORP: Plan Outline Conditionally Approved
DETROIT, MI: Mich. AG Asks Court to Intervene in Bankruptcy
DETROIT, MI: City Sues Over Debt Deals
EDISON MISSION: Settles With Homer City Union and Retirees
EPE ENERGY: Moody's Assigns 'Ba3' CFR & Rates Unsecured Notes 'B2'

ERF WIRELESS: Tonaquint Stake at 9.9% as of Jan. 24
EXIDE TECHNOLOGIES: Can Employ Robert Keach as Fee Examiner
FIFTH & PACIFIC: Completes Sale of Lucky Brand Dungarees
FIRST NATIONAL COMMUNITY: To Offer 1.2MM Shares Under 2013 Plan
FOX & HOUND: Files Schedules of Assets and Liabilities

FOX & HOUND: U.S. Trustee Appoints 7-Member Creditors Panel
FOX & HOUND: Can Employ Olshan Frome as Bankruptcy Attorneys
FREDERICK'S OF HOLLYWOOD: Files Rule 13E-3 Transaction Statement
FREEDOM INDUSTRIES: Spill Points to Lack of Data on Water Threats
G.S.P. PRECISION: Voluntary Chapter 11 Case Summary

GENERAL MOTORS: Makes More Management Changes
GREEN FIELD ENERGY: May Supplement Scope of Alvarez & Marsal Work
GMX RESOURCES: Confirmed Reorganization Plan Takes Effect
GOKO RESTAURANT: Santander Entitled to $25,000 From Sale Proceeds
HDOS ENTERPRISES: Hot Dog on a Stick Restaurants in Chapter 11

HDOS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
HOUSTON MEDICAL INVESTORS: Voluntary Chapter 11 Case Summary
HUNTINGTON INGALLS: S&P Raises CCR to 'BB'; Outlook Stable
INTELLICELL BIOSCIENCES: Designates Series F Preferred Stock
INT'L INDUSTRIAL: Appellate Court Rules Against Pugachev Arrest

INTRAWEST RESORTS: S&P Gives 'B' CCR & Rates $25MM Revolver 'BB-'
INVACARE CORP: Completes Amendment to Credit Agreement
ISABELLA REALTY: In Receivership; June 9 Claims Bar Date Set
JENSEN-BYRD: 3 Lots at Lucky Lands Subdivision to Be Sold March 12
JEWEL ASSOCIATES: Angel's Deli Seeks to Foreclose on Lot Property

JOHNNY LINGBANAN: Judge Wants More Docs on Vallejos' Claim
KRAEMER-SHOWS: Case Summary & 20 Largest Unsecured Creditors
KRATON PERFORMANCE: S&P Revises Outlook to Pos. & Affirms 'B+' CCR
KRONOS WORLDWIDE: Fitch Affirms 'BB-' IDR & Alters Outlook to Neg.
LEE ENTERPRISES: To Refinance $175 Mil. of Second Lien Debt

LEXICO RESOURCES: Case Summary & 20 Largest Unsecured Creditors
LOEHMANN'S INC: A&G Realty Retained to Manage Sale of Store Leases
M.A.R. REALTY: Court Okays Hiring of Garcia Arregui as Attorneys
MACROSOLVE INC: Touts Developments to Shareholders
MJC AMERICA: Hires David A. Tilem as General Bankruptcy Counsel

MOONLIGHT APARTMENTS: Has Until Feb. 13 to File Defective Docs
MOONLIGHT APARTMENTS: Section 341(a) Meeting Set on March 3
MORNINGSTAR MARKETPLACE: Voluntary Chapter 11 Case Summary
NATIONAL BANK OF CANADA: Moody's Rates C$350MM Shares 'Ba1(hyb)'
NET TALK.COM: Extends Term of Vicis Capital Loan to June 30

NEW BERN RIVERFRONT: Court Rules on Discovery Request
NEW CENTURY TRS: "Carr" Suit Against JPMorgan et al. Dismissed
NNN 123: Plan Filing Hearing Moved to February 28
NNN 123: Court to Weigh Cash Collateral Access on March 27
NNN 123: TIC Members Withdraw Case Dismissal Bid

OIL FLATS LAND: Case Summary & 10 Largest Unsecured Creditors
ONEOK INC: S&P Lowers CCR to 'BB+' & Removes Rating From Watch
PATIENT SAFETY: Kinderhook Stake at 2.47% as of Jan. 9
PATRIOT COAL: Arch Records $12MM Charge to Reflect UMWA Settlement
POLYMER GROUP: S&P Lowers CCR to 'B-'; Outlook Stable

PREMIER DIAGNOSTIC: BCSC Grants Management Cease Trade Order
PRIMUS POWER: Battery Deals Charge Venture Capitalists
PROGUARD ACQUISITION: Suspending Filing of Reports with SEC
PROSPECT SQUARE: Employs Kutner Brinen as Bankruptcy Attorneys
RADIOSHACK CORP: To Close About 500 Stores Within Months

ROSEVILLE SENIOR LIVING: Tellatin Short Okayed as Appraiser
ROUNDY'S SUPERMARKETS: Moody's Rates New $460MM 1st Lien Loan 'B1'
ROUNDY'S SUPERMARKETS: S&P Affirms B- CCR & Rates $460MM Loan B
RURAL/METRO: Amends Articles of Incorporation
SAN ANTONIO MOTORSPORTS: Case Summary & 20 Top Unsec. Creditors

SHREE HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
SNOQUALMIE ENTERTAINMENT: S&P Withdraws 'B' Issuer Credit Rating
SOUTHERN PACIFIC RESOURCES: Project Delay Cues S&P CCR to 'CCC'
STANS ENERGY: OSC to Extend Management Cease Trade Order
STAR DYNAMICS: Court Approves Hiring of Sagent as Fin'l Advisors

STELERA WIRELESS: Needs More Time to Close Sales, File Plan
STERLING BLUFF: Case Summary & 14 Largest Unsecured Creditors
SWJ MANAGEMENT: Court Dismisses Chapter 11 Bankruptcy Case
SYRINGA BANK: Regulators Close Idaho Bank
TAMPA WAREHOUSE: Bankruptcy Administrator Unable to Form Committee

TAMPA WAREHOUSE: Files Amended List of 18 Top Unsecured Creditors
TIME INC: To Cut Jobs in Restructuring
TOMSTEN INC: Hires Baker Tilly as Accountants
TRANS-LUX CORP: Gabelli Funds Stake at 38.7% as of Dec. 31
TRI-STATE FINANCIAL: Payments to Accountant Not Avoidable

TUSCANY INTERNATIONAL: Files for Chapter 11 to Sell to Lenders
TUSCANY INTERNATIONAL: Has $35-Mil. Financing From Lenders
TUSCANY INTERNATIONAL: Proposes Prime Clerk as Claims Agent
TUSCANY INTERNATIONAL: Case Summary & 30 Top Unsecured Creditors
TWO FORTY-FOUR WICKENDEN: Claims Bar Date Set for June 4

UNITED AIRLINES: CostCutting Cues Fitch's Pos. Credit Implications
VTLM TEXAS: Verano's Suit Remanded to Nevada State Court
W.R. GRACE: Exits Chapter 11; Reorganization Plan Effective Feb. 3
W.R. GRACE: Board Authorizes $500MM Share Repurchase Program
W.R. GRACE: Sealed Air Completes Terms of Settlement Agreement

VOGUE INT'L: Fitch Assigns Initial 'BB-' Issuer Default Rating
WEST CORP: S&P Assigns 'BB' Rating to $313MM Sr. Secured Term Loan

* 10th Circuit Rules on Issue Preclusion Doctrine
* Morgan Stanley Reaches $1.25 Billion Mortgage Settlement

* Brisk Business in Big Law Firms Hiring Other Firms' Partners


                             *********


25 JOHN A. CUMMINGS: In Receivership; June 9 Claims Bar Date Set
----------------------------------------------------------------
W. Mark Russo, Esq., was appointed Permanent Receiver of 25 John
A. Cummings Way, LLC, pursuant to a Jan. 6, 2014 order by the
Providence, Rhode Island, County Superior Court in the case, The
Bank of New York Mellon Trust Company, National Association (f/k/a
The Bank of New York Trust Company, National Association), as
Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2007-IQ14, v. 25 John A.
Cummings Way, LLC, C.A. No. PB13-5618.

The Receiver was required by the Order to give a $10,000 Surety
Bond, with respect to the faithful performance of the duties
conferred upon the Receiver.

All creditors or other claimants are ordered to file under oath
with the Receiver at:

     W. Mark Russo, Esq.
     55 Pine Street, 4th Floor
     Providence, Rhode Island

on or before June 9, 2014, a statement setting forth their claims.

The commencement, prosecution or continuance of the prosecution,
of any action, suit, arbitration proceeding, hearing or any
foreclosure, reclamation or repossession proceeding, both judicial
or non-judicial, or any other proceeding against the Defendant or
any of its property, are restrained and enjoined until further
Court Order.


56 WALKER: Third Amended Liquidating Plan Confirmed
---------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York on Jan. 29, 2014, confirmed 56
Walker, LLC's Third Amended Liquidating Chapter 11 Plan after
determining that the Plan satisfies the requirements for
confirmation laid in the Bankruptcy Code.

The Plan contemplates the sale of the Debtor's building at 56
Walker Street in the Tribeca section of Manhattan for $18 million.
As previously reported by The Troubled Company Reporter, the
building's owner filed a Chapter 11 petition in May last year, at
the time aiming to sell the property for $23 million to pay off
what was then said to be about $14 million in mortgages and $2
million in unsecured debt.  An auction was canceled when no one
outbid the $18 million offer.

The sale, according to the Debtor's attorney, Jonathan Pasternak,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr LLP, in
White Plains, New York, will be completed about a week after plan
approval, Bill Rochelle, the bankruptcy columnist for Bloomberg
News, related.

The plan is designed to pay secured creditors in full.  Depending
on the outcome of litigation or settlement with the lender on the
amount of the mortgage, unsecured creditors with $4.88 million in
claims could be paid in full.  Mr. Rochelle, citing Mr. Pasternak,
said recovery for unsecured creditors won't be known until
resolution of objections to the claim of the primary secured
lender MB Financial Bank NA.

                        About 56 Walker LLC

56 Walker LLC, the owner of a six-story building at 56 Walker
Street in the Tribeca section of Manhattan, returned to Chapter 11
(Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time
aiming for a $23 million sale to pay off about $14 million in
mortgages and $2 million in unsecured debt.  The Debtor scheduled
assets of $23,000,000 and liabilities of $15,996,104.

Judge Shelley Chapman was initially assigned to the case but the
case was transferred to Judge Allan L. Gropper.  Erica Feynman
Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr,
LLP, serves as the Debtor's counsel.

The previous Chapter 11 case began in September 2011 and was
dismissed in August 2012 when the bankruptcy judge refused to
approve a settlement.


710 LONG RIDGE: May Reject Expired CBA Terms, Implement Proposal
----------------------------------------------------------------
710 Long Ridge Road Operating Company, II, LLC, and its affiliated
debtors, which operate a nursing care facility for the elderly,
won bankruptcy court approval to:

     (i) reject the continuing economic terms of the expired
         collective bargaining agreements with the New England
         Health Care Employees Union, District 1199, SEIU under
         11 U.S.C. Sec. 1113(c); and

    (ii) implement the terms of the Debtors' proposal under
         11 U.S.C Sec. 1113(b).

New Jersey Bankruptcy Judge Donald H. Steckroth finds that:

     (i) the Debtors have based their Proposal on reliable and
         credible information and provided details of the
         calculated savings associated with each modification;

    (ii) the Debtors have provided the Union with relevant
         information to evaluate the Proposal through production
         of thousands of documents and access to a data room;

   (iii) the Proposal treats all parties equitably and fairly
         through implementing cuts to non-Union wages and
         benefits, adding a snap-back provision, and receiving
         claims waivers from the Debtors' landlords and non-debtor
         affiliates;

    (iv) without the modifications, the Debtors would incur
         millions of dollars in negative operational cash flow
         and would be forced to immediately liquidate their
         Facilities;

     (v) the Union rejected the Proposal without good cause
         because it refused to negotiate with the Debtors;

     (vi) the balance of equities weigh in favor of the Proposal
         because the alternative is liquidation and the loss of
         hundreds of jobs; and

   (vii) the Debtors attempted to confer in good faith by
         proposing numerous dates for negotiations meetings, all
         of which have been rejected by the Objecting Parties.

The Union filed objections to the Motion arguing:

     (i) the financial forecasts lacked comprehensive information;

    (ii) the proposed modification to the Proposal was not
         presented to the Union before the Motion was filed and
         the Debtors failed to provide information regarding its
         non-debtor affiliates;

   (iii) the modifications are unfair because they propose a
         15% payroll cut to Union workers as opposed to a
         2% payroll cut to non-Union employees;

    (iv) the modifications are not necessary to reorganization
         because they have a minimal impact on Debtors'
         operations;

     (v) the Union never received the modified Proposal and
         thus had good cause to reject;

    (vi) the balance of the equities weigh in favor of denying
         the Proposal because there is a strong possibility that
         rejection of the CBAs will trigger a strike; and

   (vii) the Debtors' prior unilateral modifications render
         good-faith bargaining an impossibility.

The NLRB also filed an objection that paralleled the Union's
arguments.

The Official Committee of Creditors supports the Debtors' Motion
as modified after consultation with the Creditors' Committee and
acceptance of the Committee's modification.

A copy of the Court's Feb. 3, 2014 Opinion and the Debtors'
Proposal to the Union is available at http://is.gd/mRVxQ0from
Leagle.com.

Next stop for the Debtors is a hearing on Friday to consider
confirmation of their First Amended Joint Chapter 11 Plan of
Reorganization.  A court order adjourned that hearing from Jan. 30
to Feb. 7 at 10:00 a.m. (prevailing Eastern Time).  The Plan
hearing may be continued to Feb. 10, 2014, at 10:00 a.m., if
necessary.

As reported by the Troubled Company Reporter, the Plan provides
that in return for covering future operating deficits, the owners
of the five nursing homes managed by the Debtors will retain the
equity.  Under that Plan, mortgages will be revised and paid in
full, eventually, while continuing trade suppliers, with more than
$3 million in claims, would have 75 percent of their debts paid
over 12 months.

Roberta A. DeAngelis, the U.S. Trustee for Region 3; the National
Labor Relations Board; and New England Health Care Employees
Union, District 1199, SEIU, have objected to the Plan's
confirmation.  The U.S. Trustee complained that certain of the
parties seeking releases under the Plan do not appear to be
entitled to the relief under applicable law.  The NLRB claimed
that the Plan fails to comply with numerous provisions of the
Bankruptcy Code and because it is a "barely-concealed scheme by
the Debtors and their corporate parents to insulate themselves
from paying significant amounts of backpay to their employees".
The Union complained that the Plan does not provide for a
distribution equal to the allowed amount of administrative and
priority claims held by the Union.

Creditors entitled to vote on the Plan had until Feb. 3 to cast
their ballots.

          About 710 Long Ridge Road Operating Company II

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.

710 Long Ridge Road Operating Company II and its affiliates sought
Chapter 11 protection (Bankr. D.N.J. Case Nos. 13-13653 to 13-
13657) on Feb. 24, 2013, to modify their collective bargaining
agreements with the New England Health Care Employees Union,
District 1199, SEIU.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

Michael D. Sirota, Esq., Gerald Gline, Esq., David Bass, Esq., and
Ryan T. Jareck, Esq., serve as counsel to the Debtors.  Logan &
Company, Inc. is the claims and notice agent.  Alvarez & Marsal
Healthcare Industry Group, LLC, is the financial advisor.

Porzio, Bromberg & Newman, P.C.'s Robert M. Schechter, Esq., and
Rachel Segall, Esq., represents the Official Committee of
Unsecured Creditors.  The Committee retained EisnerAmper LLP as
accountant.

Levy Ratner's Suzanne Hepner, Esq., and Ryan J. Barbur, Esq. --
shepner@levyratner.com and Rbarbur@lrbpc.com -- represent the New
England Health Care Workers, District 1199 SEIU.

Abby Propis Simms, Esq., Julie L. Kaufman, Esq., Nancy E. Kessler
Platt, Esq., Dawn L. Goldstein, Esq., Paul Thomas, Esq., and John
McGrath, Esq., at the National Labor Relations Board Special
Litigation Branch in Washington, D.C., argue for the National
Labor Relations Board.


ACCELLENT INC: Moody's Places 'B3' CFR Under Review for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Accellent Inc.
under review for possible downgrade, including the company's B3
Corporate Family Rating and B3-PD Probability of Default Rating.
The review was prompted by the announcement on February 3, 2014
that Accellent has entered into a definitive agreement to acquire
Chaska, Minnesota-based Lake Region Medical, a privately-held
manufacturer of medical devices. At the same time, Moody's
affirmed Accellent's SGL-2 Speculative Grade Liquidity Rating.

The following ratings were placed under review for downgrade:

Accellent Inc.

  Corporate Family Rating, B3

  Probability of Default Rating, B3-PD

  $75 million senior secured revolving credit facility, Ba3
  (LGD 1, 2%)

  $400 million senior secured notes, B1 (LGD 3, 31%)

  $315 million 10% senior subordinated notes, Caa2 (LGD 5 82%)

The Speculative Grade Liquidity Rating of SGL-2 has been affirmed.

Rating Rationale

While financing details have not been provided, the rating review
will focus primarily on the financial leverage and the capital
structure that will result from the acquisition, as well as the
ongoing operating performance at both Accellent and Lake Region
Medical.

Accellent's B3 Corporate Family Rating (currently under review)
reflects the company's small absolute size, very high financial
leverage and declining demand trends from certain end-user
markets, partially offset by the company's modest free cash flow
and good liquidity profile. As a leading outsource manufacturer of
medical devices in a highly fragmented field, Accellent is
relatively small in terms of revenues and its and end-user demand
creates additional risks. Sales growth has slowed due in part to
declining sales in orthopedic products, as well as a general
slowdown in elective procedures as a result of the economy. Going
forward, Moody's expects Accellent to focus on improving internal
operating performance to help offset top-line constraints.
However, expanding manufacturing capabilities via acquisitions may
also drive future growth.

The principal methodology used in this rating was the Global
Medical Product and Device Industry published in October 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.

Headquartered in Wilmington, MA, Accellent Inc. ("Accellent") is
an outsourcing company that performs manufacturing and engineering
services, primarily for leading companies within the medical
device industry. The company operates under two reportable
business segments: Advanced Surgical and Cardio & Vascular.
Accellent is a holding company that is privately owned by
affiliates of Kohlberg Kravis Roberts & Co. (KKR) and Bain Capital
LLC. The company generated net sales of approximately $509 million
for the last twelve months ended September 30, 2013.


ACCELLENT INC: S&P Puts 'B' CCR on Watch Neg on Acquisition Plans
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Wilmington, Mass.-based Accellent on CreditWatch with
negative implications, following Accellent's announcement that it
plans to acquire Chaska, Minn.-based Lake Region Medical.

S&P's issue-level ratings on Accellent's existing debt are
unchanged.  S&P expects this debt to be redeemed in connection
with the acquisition, at which time S&P will withdraw these
ratings.

"The CreditWatch listing reflects Accellent's potentially
heightened financial risk resulting from its largely debt-financed
acquisition of Lake Region Medical," said credit analyst Gail
Hessol.  "We believe Accellent's pro forma adjusted leverage could
approach 8x and the acquisition could impair Accellent's ability
to continue generating free operating cash flow, which has been a
key support for its ratings.  We also see risks in integrating a
large acquisition."

S&P expects to resolve its CreditWatch listing when Accellent's
financing plans, integration strategies, and expected EBITDA
contribution from Lake Region are finalized.  S&P will assess the
combined company's EBITDA growth potential and whether the
acquisition of Lake Region enhances Accellent's competitive
position and alters its significant customer concentrations.  It
is highly unlikely that S&P would lower the corporate credit
rating more than one notch.


ADOC HOLDINGS: Third Amended Liquidation Plan Confirmed
-------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on Jan. 28, 2014, confirmed the Third Amended
Chapter 11 Plan of Liquidation of ADOC Holdings, Inc., f/k/a Coda
Holdings, Inc., and its debtor affiliates after determining that
the Plan satisfies the confirmation requirements under the
Bankruptcy Code.

Judge Sontchi overruled and denied each of the objections of the
Plan not otherwise withdrawn, resolved or otherwise disposed of.

Confirmation of the Plan was met by objections from Tony Bulchak
in relation to the Worker Adjustment and Retraining Notification
Act; Ace Companies; and Lishen Power Battery Systems Company, Ltd.
The Debtors said they have successfully resolved the WARN and ACE
objections and the parties have agreed to limit the scope of the
Lishen Objection to Plan feasibility issues.  The Debtors asserted
that to the extent the Lishen Objection remains outstanding on the
confirmation hearing, it should be overruled because the remaining
objection holds no merit and should be overruled in its entirety.

As previously reported by The Troubled Company Reporter, the Plan
was facilitated by a settlement under which the creditors'
committee permitted the sale of the non-auto business to an
insider group including an affiliate of Fortress Investment Group
LLC.  The sale, completed in June last year, was said to be worth
$25 million, although the buyer paid only $1.7 million in cash.
The remainder represented the loan financing the Chapter 11 case
and pre-bankruptcy secured debt.

The settlement enabled the company to draw down $1.9 million
remaining on the loan financing the Chapter 11 case begun May 1.
When the sale was completed, Los Angeles-based Coda changed its
name to Adoc Holdings Inc.  From cash remaining after higher-
priority claims are paid, the first $500,000 goes to unsecured
creditors.

Additional cash will be split, with unsecured creditors receiving
one-third and the purchasers two-thirds.  The noteholders'
deficiency claims won't share in the portion for unsecured
creditors.  There's a companion sharing arrangement for proceeds
from lawsuits.  Unsecured claims are shown in the disclosure
statement approved on Sept. 24 as totaling around $23 million.  A
Fortress affiliate is a holder of $15.8 million of the notes to be
exchanged for ownership and was one of the providers of bankruptcy
financing.

                        About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  Coda Automotive Inc.,
disclosed $24,950,641 in assets and $95,859,413 in liabilities as
of the Chapter 11 filing.  The Debtors have incurred prepetition a
significant amount of secured indebtedness: secured notes of with
principal in the amount of $59.1 million; term loans in the
principal amount of $12.6 million; and a bridge loan with $665,000
outstanding.  FCO and other bridge loan lenders have "enhanced
priority" over other secured noteholders that did not participate
in the bridge loans, pursuant to the intercreditor agreement.
Jeffrey M. Schlerf, Esq., John H. Strock, Esq., and L. John Bird,
Esq., at Fox Rothschild LLP are the proposed counsel for the
Debtors.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its chief
restructuring officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.  Brent T. Robinson, Esq., at Robinson, Anthon & Tribe
represents the Debtors in their restructuring efforts.

The Committee tapped Brown Rudnick as its counsel and Deloitte
Financial Advisory Services LLP as its financial advisor.


ADOC HOLDINGS: Exclusive Solicitation Period Extended to March 31
-----------------------------------------------------------------
ADOC Holdings, Inc., f/k/a Coda Holdings, Inc., and its debtor
affiliates sought and obtained from the U.S. Bankruptcy Court for
the District of Delaware further extension of their solicitation
exclusive to and including March 31, 2014.

                        About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  Coda Automotive Inc.,
disclosed $24,950,641 in assets and $95,859,413 in liabilities as
of the Chapter 11 filing.  The Debtors have incurred prepetition a
significant amount of secured indebtedness: secured notes of with
principal in the amount of $59.1 million; term loans in the
principal amount of $12.6 million; and a bridge loan with $665,000
outstanding.  FCO and other bridge loan lenders have "enhanced
priority" over other secured noteholders that did not participate
in the bridge loans, pursuant to the intercreditor agreement.
Jeffrey M. Schlerf, Esq., John H. Strock, Esq., and L. John Bird,
Esq., at Fox Rothschild LLP are the proposed counsel for the
Debtors.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its chief
restructuring officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.  Brent T. Robinson, Esq., at Robinson, Anthon & Tribe
represents the Debtors in their restructuring efforts.

The Committee tapped Brown Rudnick as its counsel and Deloitte
Financial Advisory Services LLP as its financial advisor.


ALLENS INC: Suit v. Little Lady Foods Stayed Pending Bankruptcy
---------------------------------------------------------------
District Judge Lynn Adelman on Jan. 30 stayed the case, ALLENS,
INC., Plaintiff, Counter-Defendant, Third-Party Plaintiff, v.
LITTLE LADY FOODS, INC., Defendant, Counter-Plaintiff, and McCAIN
FOODS USA, INC., Third-Party Defendant, Case No. 12-C-0749 (E.D.
Wis.), in view of Allens Inc.'s bankruptcy filing.  All parties
agree that the lawsuit should be stayed pending completion of the
Chapter 11 case.

Allens Inc. is seeking to sell substantially all of its assets.
Bankruptcy Judge Ben Barry has authorized Allens Inc. and All Veg
LLC to designate Seneca Foods Corporation as the stalking horse
purchaser.  The Court also approved the procedures governing the
bidding and auction of the Debtors' assets.  Seneca signed an
agreement to purchase the Debtors' assets for $148 million plus
assumption of specified debt.

The deadline for submitting bids for the assets or any portion
thereof was Jan. 27.  If a bid other than the bid of the stalking
horse purchaser is timely received by Allens, the auction was to
take place on Feb. 3 at the offices of Greenberg Traurig in New
York.

Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at
Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York.  Local
counsel to the stalking horse purchaser is Charles T. Coleman,
Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock,
Arkansas.

                           About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy
(Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to
sell some divisions or reorganize as a new company.

The Debtors' proposed counsel are Stan D. Smith, Esq., Lance R.
Miller, Esq., and Chris A. McNulty, Esq., at Mitchell, Williams,
Selig, Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and
Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L.
Hinker, Esq., at Greenberg Traurig, LLP, in New York.

Jonathan Hickman of Alvarez & Marsal North America, LLC, serves as
the Debtors' chief restructuring officer.  Cary Daniel, Nick
Campbell and Markus Lahrkamp of A&M serve as assistant CROs.

Lazard Freres & Co. LLC and Lazard Middle Market LLC serve as
investment bankers, while GA Keen Realty Advisors, LLC, serves as
real estate advisor to the Debtors.

The Official Committee of Unsecured Creditors has tapped
Eichenbaum Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley
LLP's Cathy Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van
Aalton, Esq., and Robert B. Winning, Esq., as counsel.


ALLY FINANCIAL: Has $750MM Underwriting Pact with Barclays, et al.
------------------------------------------------------------------
Ally Financial Inc., on Jan. 22, 2014, entered into an
Underwriting Agreement incorporating Ally's Underwriting Agreement
Standard Provisions with Barclays Capital Inc., Citigroup Global
Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley &
Co. LLC, as representatives of the several Underwriters, pursuant
to which Ally agreed to sell to the Underwriters $750,000,000
aggregate principal amount of 3.500 percent Senior Guaranteed
Notes due 2019.

The Notes will be guaranteed by Ally US LLC and IB Finance Holding
Company, LLC, each a subsidiary of Ally, on an unsubordinated
basis.  The Securities were registered pursuant to Ally's shelf
registration statement on Form S-3, which became automatically
effective on Dec. 24, 2013.

The Underwriting Agreement contains customary representations,
warranties and covenants of the Company, conditions to closing,
indemnification obligations of the Company and the Underwriters,
and termination and other customary provisions.

The Notes will be issued pursuant to an Indenture dated as of as
of July 1, 1982, as supplemented and amended by the first
supplemental indenture dated as of April 1, 1986, the second
supplemental indenture dated as of June 15, 1987, the third
supplemental indenture dated as of Sept. 30, 1996, the fourth
supplemental indenture dated as of January 1, 1998, and the fifth
supplemental indenture dated as of Sept. 30, 1998, between the
Company and The Bank of New York Mellon (successor to Morgan
Guaranty Trust Company of New York), as trustee, and an action of
the executive committee of Ally dated as of Jan. 22, 2014.  The
Guarantees will be issued pursuant to a guarantee agreement dated
as of Jan. 27, 2014.

A copy of the Underwriting Agreement is available for free at:

                        http://is.gd/6h2CDA

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

Ally Financial Inc. reported net income of $1.19 billion for the
year ended Dec. 31, 2012, as compared with a net loss of
$157 million during the prior year.  The Company's balance sheet
at Sept. 30, 2013, showed $150.55 billion in total assets,
$131.49 billion in total liabilities and $19.06 billion in total
equity.

                           *     *     *

As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'.  "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.

In the Dec. 17, 2013, edition of the TCR, Fitch Ratings upgraded
Ally Financial's long-term Issuer Default Rating (IDR) and senior
unsecured debt rating to 'BB' from 'BB-'.  The upgrade of Ally's
ratings follows the approval of Residential Capital LLC's
(ResCap's) bankruptcy plan by the Bankruptcy Court releasing Ally
from all ResCap related claims, which combined with the recent
mortgage settlements with the FHFA and the FDIC, essentially
removes any mortgage-related contingent liability to Ally.

As reported by the TCR on Dec. 23, 2013, Moody's Investors Service
upgraded the corporate family rating (CFR) of Ally Financial Inc.
to Ba3 from B1.  The upgrade of Ally's corporate family rating
follows the U.S. Bankruptcy Court's approval of ResCap LLC's
(unrated) Chapter 11 plan, which releases Ally from mortgage-
related creditor claims originating from its ownership of ResCap.


ALMANARA AT BLANCO POINTE: Court Won't Dismiss Guaranty Suit
------------------------------------------------------------
District Judge Xavier Rodriguez in San Antonio, Texas, denied the
defendant's request to dismiss the lawsuit, WBCMT 2007-C33 BLANCO
RETAIL, LLC, Plaintiff, v. FAHED SALFITI, Defendant, Civil Action
No. SA-13-CV-716-XR (W.D. Tex.).

On August 8, 2013, WBCMT 2007-C33 Blanco Retail, LLC, filed its
complaint against Fahed Salfiti, seeking to hold Defendant liable,
as guarantor, on a defaulted commercial mortgage.  The Plaintiff
alleges that in 2007 Almanara at Blanco Pointe Inc. entered into a
mortgage with Artesia Mortgage Capital Corporation.  Almanara
executed a promissory note in the original principal sum of
$5,625,000.  The Note was secured through a deed of trust by the
Blanco Pointe Shopping Center, located in Bexar County, Texas.
The Plaintiff asserts that the Defendant guaranteed repayment of
the loan by executing a guaranty agreement.  The Plaintiff further
asserts that it now owns and holds the Note, Deed of Trust, and
Guaranty.

On September 30, 2013, the Defendant moved to dismiss the case for
lack of subject-matter jurisdiction, lack of personal
jurisdiction, improper venue, and failure to join a necessary
party.

The Defendant also asserts that the primary debtor, Almanara, is a
required party to this litigation.  The Defendant alleges that
Almanara agreed to indemnify the Defendant if the Defendant pays
on the Note.  The Defendant further asserts that Almanara cannot
be joined at this time because of the automatic stay imposed by
Almanara's pending Chapter 11 bankruptcy.

The Plaintiff responded, but the Defendant did not reply.

The District Court, however, rejected the Defendant's contention
that Almanara is a necessary party.  The judge said the Court can
accord complete relief to the Plaintiff without Almanara as a
party.  The Guaranty allows the Plaintiff to seek complete
satisfaction of the Note from theDefendant.

A copy of the Court's Jan. 29, 2014 Order is available at
http://is.gd/6MTWWafrom Leagle.com.

Almanara at Blanco Pointe, Inc., based in San Francisco,
California, filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 13-51539) on June 6, 2013.  Edward L. Rothberg, Esq., at
Hoover Slovacek, LLP, in Houston, Texas, serves as the Debtor's
counsel.  In its petition, Almanara at Blanco Pointe estimated
$1 million to $10 million in both assets and liabilities.  The
petition was signed by Najeeb Shihadeh, director and president.


AMERICAN AIRLINES: Ex-TWA Employees in Israel Fight Discrimination
------------------------------------------------------------------
Group of TWA ex-workers on Feb. 3 disclosed that it was recently
reported that American Airways and US Airways will be merged with
the world's biggest airline and that the company intends to
operate flights from the US to Israel.  This significant change in
the civil airline field harbors a bitter truth: American Airlines,
which acquired TWA in 2001, demonstrably and deliberately ignored
80 Israeli employees who operated flights in Israel, and were
fired immediately after TWA was acquired.  "The move left the
company's workers without wages, severance payments and other
rights according to collective work agreements that were signed
with the Histadrut," explains attorney Yoni Abadi, who represents
the workers.

When American Airlines acquired TWA in 2001, TWA was the eighth
biggest airline in the world and it was undergoing bankruptcy.
The acquisition included all 20,000 of its employees worldwide,
including TWA's flight routes all over the world and TWA's debts,
which were estimated at some $4.5 billion.

In the acquisition process, TWA's station in Israel was completely
ignored.  The eighty employees who were fired launched legal
actions immediately in order to get the funds they were entitled
to by Israeli law, as they were over the age of 50 and with
seniority of 25 years in average.

These legal proceedings went on for over nine years and only four
years ago a settlement was signed, though only 14% of the total
funds entitled to the employees has been implemented, which today
are estimated at 60 million shekels.  Now a representation of the
former Israeli TWA employees is being formed for another battle
against the New American Airlines: "The ongoing discrimination and
alienation toward Israeli employees will certainly and justifiably
bring about a negative public campaign against American Airlines
in Israel, due to its actions and especially due to its failures
throughout the years", explains Meir Knobel, a former manager of
the TWA station in Israel.

Attorneys Yoni Abadi and Dor Nachman, who represent the group in
the legal battle, add: "It was explicitly decided in the
bankruptcy case verdict held before Honorable Judge Varda Alshech
in the Tel Aviv District Court, that American Airlines
discriminated against the Israeli employees, alienated them and
considered a workforce that's protected by social rights as a
"negative economic factor," while in all of TWA's representations
around the world, employees continued to work or were fired but
received the full wages, other social rights and severance
payments that they deserved.  In Israel, the collective agreements
that were signed between the Histadrut and TWA in Israel weren't
honored.  The station in Israel was closed, workers were fired and
their wages were not paid.  They also didn't receive severance
payments and other rights and conditions they were entitled to by
the relevant agreements and according to the law.  It should be
made clear that American Airlines decided not to operate flights
in Israel for many years, starting in fact from the date TWA was
acquired."

                    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 CHARTER: Fitch Affirms 'BB' Rating on $75.5MM 2007A Bonds
------------------------------------------------------------------
Fitch Ratings affirms the rating on approximately $75.7 million of
series 2007A bonds issued by the Pima County Industrial
Development Authority, Arizona (PCIDA) at 'BB'. The bonds were
issued on behalf of the American Charter Schools Foundation
(ACSF).

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a joint and several pledge of the
revenues of the 10 ACSF schools (collectively, the schools), which
primarily consist of state aid based on enrollment. The bonds are
additionally secured by a debt service reserve (DSR). The school
also makes annual renewal and replacement deposits. Charter
payments from the state are made directly to the bond trustee. The
annual debt service coverage requirement is 1.0x sufficiency; a
higher coverage level is required for issuance of additional
bonds.

KEY RATING DRIVERS

WEAK FINANCIAL PROFILE: The rating reflects a history of break-
even to slightly negative GAAP operations, a very limited
financial cushion, a high debt burden and adequate, albeit
limited, coverage of transaction maximum annual debt service
(TMADS). ACSF's financial profile demonstrates characteristics
consistent with a speculative grade rating.

ENROLLMENT ISSUES PERSIST: Aggregate enrollment at the schools
grew modestly in fall 2013, following 4% growth in fall 2012, but
three consecutive years of declines before that. While the 10 bond
schools have stabilized as a group, enrollment trends remain
uneven among them.

STRUCTURAL BONDHOLDER PROVISIONS: Legal and structural security
measures include a trustee intercept of state aid. This provides
for payment of debt service before any pro-rata distribution of
revenues to the schools, and contractual subordination of the
charter management organization's (CMO) fee.

RATING SENSITIVITIES

MARGIN DETERIORATION: Should ACSF's operating margin deteriorate
for any reason, causing TMADS coverage to fall below 1.0x or
further weaken balance sheet resources, negative rating pressure
is likely.

STARDARD 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 which, if pressured, could negatively impact the
rating over time.

CREDIT PROFILE

ACSF is composed of 10 high schools, nine of which operate in the
Phoenix, AZ metropolitan area. The tenth school operates in
Tucson. All of the 10 bond schools are alternative schools except
for Alta Vista High School. The schools maintain independent
charters from the Arizona State Board of Charter Schools. Each
charter has a 15-year term (which is standard in Arizona) and
expires in 2017 or 2018, depending on the school. The ACSF bond
schools each maintain management agreements with the Leona Group,
one of the largest CMOs in the state of Arizona. At this time,
Leona manages 70 charter schools nationwide, including 27 in
Arizona (including the 10 bond schools), 23 in Michigan, 11 in
Ohio, and several in Indiana and Florida. Leona maintains its
headquarters in Michigan. In Arizona, ACSF/Leona expects to open
two new elementary charter schools in fall 2015, as well as a new
preparatory high school.

SLIM OPERATING PERFORMANCE
The 'BB' rating indicates an overall financial profile that Fitch
considers to be consistent with a non-investment-grade rating.
ACSF's GAAP operating margin was negative 1.1% in fiscal 2013,
which compared to negative 1.3% in 2012, and negative 0.5% in
2011. The margin has averaged negative 0.8% between fiscal years
2008-2013. Fitch adjusted fiscal 2012 results to exclude certain
accounting changes artificially inflated operating results.

The ACFS bond schools, as a group, have generated slim but
positive transactional MADS coverage in the last five years. Fitch
defines TMADS as maximum annual debt service excluding a balloon
payment in the last maturity typically funded from the DSR. TMADS
coverage was 1.1x for the fiscal year ended June 30, 2013, which
compares to 1.1x or 1.2x in the previous four fiscal years. For
the current 2014 budget year, the CMO expects operating results to
be similar or slightly stronger than fiscal 2013.

LIMITED BALANCE SHEET
In addition to slim operating results, ACFS has a limited balance
sheet, both of which demonstrate limited operating flexibility.
Available funds, defined as cash and investments not permanently
restricted, declined to $994,000, down from $1.37 million in
fiscal 2012. Fiscal 2013 available funds represented just 2.9% of
operating expenses ($34.3 million) and 1.8% of outstanding debt
($76.9 million at that time). Fitch considers these balance sheet
ratios low for the rating category.

HIGH DEBT BURDEN

ACSF's slim operating performance and balance sheet exacerbate
concerns about the foundation's high debt burden. TMADS of $5.6
million represented 16.4% of fiscal 2013 operating revenues,
consistent with recent years. Fitch's criteria consider a debt
burden exceeding 15% to be a speculative grade attribute.

ENROLLMENT ISSUES LIMIT BUDGET IMPROVEMENT

In both fall 2013 and fall 2012, the CMO successfully increased
aggregate enrollment across the bond schools, by 0.4% and 4.3%,
respectively. Fitch views this turnaround positively given that
the aggregate student population declined in each of the prior
three enrollment cycles (fall 2009, 2010 and 2011). Enrollment
growth among the 10 schools continues to be uneven, with growth in
six high school offsetting declines in others. Management reports
continued focus on growing enrollment where capacity exists for it
(some schools are at capacity). The persisting enrollment issues
are reflected in the 'BB' rating.


ATLANTIC POWER: Moody's Cuts CFR to B2 & Rates New Term Loan 'Ba3'
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Atlantic Power
Corporation (AT), including the Corporate Family Rating (CFR) to
B2 from B1, Probability of Default Rating (PDR) to B2-PD from B1-
PD and the senior unsecured notes to B3 from B2. Additionally,
Moody's assigned a Ba3 rating to the new senior secured term loan
at AT's subsidiary Atlantic Power Limited Partnership (APLP). The
Speculative Grade Liquidity rating was revised to SGL-2 from SGL-
3. The rating outlook is revised to stable from negative.

"The downgrade reflects the high leverage within the Atlantic
Power family and the loss of upstream distributions due to a cash
flow sweep in the APLP term loan," said Moody's Analyst John M.
Grause. "The change to a stable outlook reflects an improved
liquidity position from a larger, less restrictive revolving
credit facility and elimination of near term maturities."

Rating Rationale

The downgrade is driven by the increased debt load stemming from
the new $600 million term loan at APLP. We now expect CFO pre-W/C
to debt at AT toward the lower end of the previously stated range
of 4-7% over the next twelve to eighteen months. The term loan
contains a 50% cash sweep on projects under APLP, constraining
upstream distributions to the parent who continues to pay a
sizeable dividend to shareholders. That said, the cash flow sweep
will reduce debt overtime, a credit positive. Also, the term loan
will address near term maturities at the AT, APLP and the Curtis
Palmer project levels. Alleviating the maturities and establishing
the new $200 million revolving credit facility at APLP, which will
replace the restrictive $150 million AT revolver, is the rationale
for changing the outlook at the company to stable from negative.
Moody's expect the improved liquidity profile to be adequate over
the next twelve months with the increased availability under the
new revolving credit facility and $171 million of unrestricted
cash as of September 30, 2013.

The B2 CFR is currently supported by the diversity of cash flows
from AT's portfolio of 29 projects and management's focus on
contracted cash flows. These strengths are balanced against high
leverage, a complex organizational structure, a declining cash
flow profile within the portfolio, weak power prices, and low
financial metrics.

AT could be downgraded further if cash flow deteriorates and
metrics fall below the expected range, particularly if CFO pre-W/C
to debt falls below 3% for a sustainable period of time; or, if AT
is not able to sign long-term replacement contracts in a
reasonable timeframe and with favorable terms for projects whose
PPAs are expiring.

AT could be upgraded if cash flow exceeds expectations on a
sustainable basis, specifically if CFO pre-W/C to debt remains
above 7% for a sustainable period of time; or if the company
reduces leverage or simplifies the layers of complexity in its
capital structure.

Ratings downgraded:

Issuer: Atlantic Power Corporation

Corporate Family Rating: B2 from B1

Probability of Default Rating: B2-PD from B1-PD

Senior Unsecured Notes: B3 from B2, LGD-5 75% (revised from LGD-5
72%)

Rating assigned:

Issuer: Atlantic Power Limited Partnership

  Senior Secured Term Loan: Ba3, LGD-2 23%

Atlantic Power Corporation, incorporated in British Columbia and
listed on the NYSE and TSX, is an independent power producer that
owns interests in a diversified fleet of power generation projects
located in the United States and Canada.

The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


ATLANTIC POWER: S&P Affirms 'B' CCR & Rates New $800MM Debt 'B+'
----------------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'B'
corporate credit rating on Atlantic Power Corp.  At the same time,
S&P assigned a 'B+' issue-level rating to the $600 million TLB and
$200 million revolver, based on a recovery rating of '2'.  S&P
raised its issue-level rating on the C$210 million 5.95% unsecured
notes due 2036 issued by APLP to 'BB-', and revised the recovery
rating to '1' from '5', reflecting the benefit of new collateral
pledges and subsidiary guarantees, the repayment of priority debt
at two APLP subsidiaries, and a decrease in debt at the Atlantic
Power Corp. level that will continue to guarantee these notes on
an unsecured basis.  S&P has left its issue-level rating on the
$460 million 9% senior unsecured notes due 2018 unchanged at 'B',
with a recovery rating of '4'. A '1' recovery rating indicates
very high (90% to 100%) recovery if a payment default occurs.  A
'2' recovery rating indicates substantial (70% to 90%) recovery.
A '4' recovery rating indicates average (30% to 50%) recovery.

"The 'B' rating reflects our view of Atlantic Power's mostly
contracted cash flow profile, its near- to intermediate-term focus
on operational improvements and debt repayment, and decreased cash
flows from growth due to minimal growth assumptions," said
Standard & Poor's credit analyst Rubina Zaidi.

Atlantic Power is a Boston-based publicly traded power generation
company with a portfolio of assets in the U.S. and Canada.  The
company's current portfolio consists of interests in 29
operational power generation projects in 12 states and two
Canadian provinces totaling about 2,097 megawatts (MW).

The stable outlook reflects Atlantic Power's mostly contracted
portfolio, and S&P's expectations that CFADS to debt and CFADs to
interest coverage will be about 10% and 1.3x, respectively, and
liquidity will be adequate.  S&P could raise the rating if
operational improvements increase EBITDA significantly or due to
the focus on debt reduction, CFADS to debt and CFADS to interest
ratios improve to around 15% and 2x to 2.2x.  S&P could lower the
rating if generation is lower than expected or maintenance costs
are higher, and negatively impact cash distributions.


AUDETTE GROUP: In Receivership; May 26 Claims Bar Date Set
----------------------------------------------------------
Joseph M. DiOrio, Esq., was appointed Permanent Receiver of The
Audette Group LLC, as Respondent, by the State of Rhode Island
Washington County Superior Court on Jan. 24, 2014, in the case,
ROLAND A. AUDETTE, Petitioner, vs. THE AUDETTE GROUP LLC,
Respondent. WB No. 13-0681.

The Receiver was to give a $10,000 Surety Bond, with respect to
the faithful performance of the duties conferred upon the
Receiver.

All creditors or other claimants are ordered to file under oath
with the Receiver at:

     The Law Office of Joseph M. DiOrio, Inc.
     144 Westminster Street, Suite 302
     Providence, Rhode Island 02903

on or before May 26, 2014, a statement setting forth their claims.

The commencement, prosecution, or continuance of the prosecution,
of any action, suit, arbitration proceeding, hearing, or any,
foreclosure, reclamation or repossession proceeding, both judicial
and non-judicial, or any other proceeding, in law, or in equity or
under any statute, or otherwise, against the Respondent or any of
its property, are restrained and enjoined until further Court
Order.


AUTO ORANGE: Hires Zhou & Chini as Bankruptcy Counsel
-----------------------------------------------------
Auto Orange II, LLC asks the U.S. Bankruptcy Court for permission
to employ the Offices of Zhou & Chini as bankruptcy counsel.

James Zhou and the Debtors attest that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The firm's rates are:

   Professional                    Rates
   ------------                    -----
   Principal                       $400 per hour
   Junior                          $350 per hour and $275

The Debtor has agreed to pay an initial retainer of $32,500 for
the Firm's legal fees and expenses associated with the case.  The
Debtor also disclosed that $35,300 has been paid so far to the
Firm, including $7,500 paid pre-petition by Barry Baptiste and
$27,800 paid post-petition by Craig Baptiste.  The Retainer is
intended to cover fees and expenses incurred pre-petition and a
portion of the fees and expenses incurred post-petition.

According to the Debtor's schedules, the Baptistes hold the
membership interests in the Debtor.

The Firm will prepare an accounting to determine the fees and
costs that were incurred pre-petition, and if the retainer exceeds
such pre-petition amounts, the Firm will deposit such amount into
the Firm's general account, and the balance of the retainer will
be disbursed only pursuant to the provisions of this Application
and the Court's order with respect to this Application.  Pursuant
to its Retainer Agreement, the Firm claims a security interest in
any unused portion of the retainer.

TerraCotta Realty Fund LLC, a secured creditor, filed an
opposition to the Debtor's application to employ Zhou & Chini.
TerraCotta Realty requests clarification from the Debtor on these
issues -- and requests that the Court denies the application until
such time these issues are addressed:

1. Source of Retainer:  The Debtor must clarify the terms and
   source of the retainer.

2. Identity of Client: In addition to the Debtor, the engagement
   letter attached to the application identifies three parties as
   the "client".  Due to the potential conflict of interest that
   could arise from the representation of multiple parties in the
   same bankruptcy case, proposed counsel for the Debtor must
   clarify whether they intend to represent all four parties who
   executed the engagement letter.

Creditors El Camino Real Estate Holdings, 1700 N. El Camino Real
Estate LLC, Anthony K. Ciabattoni and Frank N. Darras also filed a
limited opposition to the employment application.  They said the
Debtor's application does not disclose whether the Baptistes
loaned or gifted these funds to the Debtor.  If they were loans,
then the postpetition portion of it would appear to be
unauthorized borrowing under 11 U.S.C. Sec. 364. Moreover, the
application proposes to permit counsel to utilize the so-called
Knudsen procedures for drawing down the retainer and, once the
retainer is exhausted, to receive postpetition payment of fees
from the Debtor on a monthly basis.  Until the Debtor discloses
the circumstances surrounding the Baptistes' payment of the
Debtor's retainer, how the Debtor proposes to pay postpetition
fees once the retainer is exhausted, and the bases upon which the
Knudsen procedures would apply, the application should be denied.

The Debtor's proposed counsel can be reached at:

         LAW OFFICES OF ZHOU & CHINI
         2151 Michelson Dr. Ste 164
         Irvine, CA 92612
         Tel: (949) 465-4850
         Fax: (949) 484-4907

Attorneys for TerraCotta Realty can be reached at:

         Scott O. Smith, Esq.
         Brian T. Harvey, Esq.
         BUCHALTER NEMER
         1000 Wilshire Boulevard, Suite 1500
         Los Angeles, CA 90017-2457
         Tel: (213)891-0700
         Fax: (213)896-0400

Attorneys for El Camino Real Estate Holdings et al. can be reached
at:

         Michael J. Weiland, Esq.
         Kyra E. Andrassy, Esq.
         650 Town Center Drive, Suite 950
         Costa Mesa, CA 92626
         E-mail: mweiland@wgllp.com
                 kandrassy@wgllp.com

                        About Auto Orange II

Auto Orange II, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-19490) in Santa Ana, California, on
Nov. 21, 2013.  The Debtor estimated $10 million to $50 million in
assets and liabilities.  The Debtor is represented by James D.
Zhou, Esq., at the Law Offices of Zhou and Chini, in Irvine,
California.  The petition was signed by Barry Baptiste, president
of the company.  Judge Catherine E. Bauer presides over the case.


AUTO ORANGE: Files Amended List of 2 Top Unsecured Creditors
------------------------------------------------------------
Auto Orange II LLC submitted a list that identifies its top two
unsecured creditors.

The creditors are:

  Entity                  Nature of Claim        Claim Amount
  ------                  ---------------        ------------
Franchise Tax Board                               Unknown
PO Box 2952
Sacramento, CA 95812

Internal Revenue Services                         Unknown
PO Box 7346
Philadelphia, PA 19114

Meanwhile, the U.S. Trustee was slated to convene a meeting of
creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of
Auto Orange II, LLC, on January 30, 2014, at 1:30 p.m.

                        About Auto Orange II

Auto Orange II, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-19490) in Santa Ana, California, on
Nov. 21, 2013.  The Debtor estimated $10 million to $50 million in
assets and liabilities.  The Debtor is represented by James D.
Zhou, Esq., at the Law Offices of Zhou and Chini, in Irvine,
California.  The petition was signed by Barry Baptiste, president
of the company.  Judge Catherine E. Bauer presides over the case.


AUTO ORANGE: Files Schedules of Assets and Liabilities
------------------------------------------------------
Auto Orange II, LLC, filed with the Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,700,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,098,621
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                    $12,700,000      $10,098,621

                        About Auto Orange II

Auto Orange II, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-19490) in Santa Ana, California, on
Nov. 21, 2013.  The Debtor estimated $10 million to $50 million in
assets and liabilities.  The Debtor is represented by James D.
Zhou, Esq., at the Law Offices of Zhou and Chini, in Irvine,
California.  The petition was signed by Barry Baptiste, president
of the company.  Judge Catherine E. Bauer presides over the case.


AQUA FOODS CRAWFISH: Foreclosure Auction Today
----------------------------------------------
Real and personal property of Aqua Foods Crawfish, LLC, will be
offered for sale, for cash, at a public auction to the last and
highest bidder, with benefit of appraisement at the principal
front door of the Courthouse of the Parish of Evangeline at Ville
Platte, Louisiana, today, Feb. 5, 2014, at 10:00 a.m.

The sale won't include all accounts receivables and live crawfish
inventory.

Proceeds of the sale will be used to pay and satisfy a WRIT OF
SEIZURE AND SALE dated Oct. 25, 2013, issued out of the Honorable
Thirteenth Judicial District Court in and for the Parish of
Evangeline, Louisiana in the case, LONE STAR. FLCA VS AQUA FOODS
CRAWFISH, LLC, AND DWAYNE T. LEJEUNE, CIVIL DOCKET NO. 74417.

Aqua Foods owes Lone Star $471,698, including interests and
penalties.

Sheriff Eddie Soileau has seized and taken into possession the
property.


BAN AM EXPRESS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Ban Am Express Inc.
        801 S. Dixie Highway
        Cave City, KY 42127

Case No.: 14-10112

Chapter 11 Petition Date: February 3, 2014

Court: United States Bankruptcy Court
       Western District of Kentucky (Bowling Green)

Judge: Hon. Joan A. Lloyd

Debtor's Counsel: Mark H. Flener, Esq.
                  MARK H. FLENER
                  P.O. Box 8
                  1143 Fairway Street, Suite 101
                  Bowling Green, KY 42102-0008
                  Tel: (270) 783-8400
                  Fax: (270) 783-8873
                  Email: mark@flenerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by M.M. Rahman, president.

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


BEES FERRY: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Bees Ferry Landing LLC
        101 Tuscany Way
        Greer, SC 29650

Case No.: 14-00667

Chapter 11 Petition Date: February 3, 2014

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Hon. Helen E. Burris

Debtor's Counsel: Randy A. Skinner, Esq.
                  SKINNER LAW FIRM, LLC
                  300 North Main Street, Suite 201
                  Greenville, SC 29601
                  Tel: (864) 232-2007
                  Fax: (864) 232-8496
                  Email: main@skinnerlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Theodore J. Siachos, managing member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/scb14-667.pdf


BIOSCRIP INC: Term Loan Amendment No Impact on Moody's B3 CFR
-------------------------------------------------------------
Moody's Investors Service said that BioScrip, Inc.'s credit
agreement amendment to its existing term loan and pending sale of
the company's Home Health business are credit positive, but do not
impact the B3 Corporate Family Rating or the stable outlook.

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

Headquartered in Elmsford, New York, BioScrip, Inc. is a national
provider of home infusion, home healthcare and pharmacy benefit
management ("PBM") services. The company's clinical management
programs and services provide access to prescription medications
and home health services for patients with chronic and acute
healthcare conditions, including gastrointestinal abnormalities,
infectious diseases, cancer, pain management, multiple sclerosis,
organ transplants, bleeding disorders, rheumatoid arthritis,
immune deficiencies and heart failure. As of November 12, 2013,
BioScrip had a total of 117 locations across 29 states,
encompassing 33 home nursing locations and 84 home infusion
locations, including two contract affiliated infusion pharmacies.
For the twelve months ended September 30, 2013, BioScrip generated
total reported revenues of approximately $779 million.


BOOZ ALLEN: Special Dividend No Impact on Moody's 'Ba3' CFR
-----------------------------------------------------------
Moody's Investors Service said that Booz Allen Hamilton Holding
Corporation's (parent of Booz Allen Hamilton Inc.) recent
announcement that it has declared a second consecutive $1.00 per
share special dividend is a credit negative event. However, Booz
Allen's ratings including its Ba3 Corporate Family Rating, SGL-1
Speculative Grade Liquidity Rating and stable outlook are
unaffected.

Booz Allen Hamilton ("Booz Allen") is a provider of management and
technology consulting services to the U.S. government in the
defense, intelligence and civil markets. Booz Allen is
headquartered in McLean, Virginia, and reported revenues of
approximately $5.6 billion for the last twelve months ended
December 31, 2013.


BORDERS GROUP: Plan Distributions Not Stayed Pending Appeal
-----------------------------------------------------------
District Judge Shira A. Scheindlin denied the request of Eric
Beeman, Jane Freij, and Robert Traktman, holders of unused Borders
Group gift cards, to (1) certify a direct appeal from an order of
Bankruptcy Judge Martin Glenn permitting a second interim
distribution under the confirmed Plan, to the Court of Appeals
pursuant to 28 U.S.C. Section 158(d)(2); and (2) stay interim
distributions pending disposition of their appeals.

Judge Scheindlin said Beeman et al. have not demonstrated that
even a class of gift card holders would suffer irreparable harm if
a stay of all future distribution is not issued while the appeal
or the appeals before the Second Circuit are pending.

By Sept. 30, 2013, the BGI Creditors' Liquidating Trust had
distributed $91 million out of the $100 million authorized under
two interim distribution orders, including roughly $86 million to
1,700 holders of unsecured claims.  As of the same date, the Trust
held an aggregate cash balance of approximately $22.9 million.

When Borders and its affiliates filed their chapter 11 bankruptcy
petitions in February 2011, they intended to reorganize through a
sale of their business as a going concern to a third party.  To
that end, they sought and received authorization from Judge Glenn
to continue customer programs, such as gift cards.  As of June
2011, Borders' "books and records indicated the existence of
approximately 17.7 million outstanding gift cards with unredeemed
balances aggregating approximately $210.5 million."  The proposed
sale of Borders' business as a going concern was unsuccessful.  As
a result, Borders sought and received approval to sell its stores
and intellectual property assets.  As of Sept. 27, 2011, all
e-commerce transactions on the Debtors' Web site ceased, including
the processing and honoring of gift-cards."

Just prior to the effective date, Beeman and Freij sought leave to
file untimely proofs of claim based on the amounts remaining on
their gift cards.  Beeman and Freij also moved to certify a class
of gift card holders.  In February 2012, Traktman filed an
untimely proof of claim relating to his gift card.  Judge Glenn
denied both motions, and later sustained the Trust's objection to
Traktman's untimely claim and disallowed it.  Appeals from these
orders were assigned to Judge Carter.

In September 2012, the Trust sought authorization to make interim
distributions pursuant to the Plan of up to $75 million to holders
of allowed general unsecured claims.  Beeman et al. objected to
the proposed First Distribution Motion, and separately moved to
stay all interim distributions pending resolution of their then-
pending appeals.  On Nov. 5, 2012, Judge Glenn entered orders
granting the Trustee's motion and denying stay relief.

Judge Glenn held that Beeman et al.'s request for a stay was more
akin to a collateral attack on a confirmed, substantially
consummated plan, which is prohibited by 11 U.S.C. sections
1127(b) and 1144.  He reasoned that: "Granting the requested
relief would necessarily interfere with the Liquidating Trustee's
ability to carry out the provisions of the Plan requiring it to
make scheduled interim distributions, and the Claimants' ultimate
goal -- allowing a class of gift-card holders to file untimely
proofs of claims -- would result in a substantial redistribution
of estate assets long after confirmation of the Plan.  The Court
therefore considers the Gift-Card Claimants' Motion to be an
action to revoke the confirmed chapter 11 Plan."

While the appeals were still pending, the Trust sought
authorization for a second interim distribution of an additional
$25 million.  Beeman et al. filed an objection, arguing that Judge
Glenn should delay ruling on the motion to ensure that sufficient
funds remained in the Trust to satisfy gift card claims in the
event that Judge Carter reversed the prior orders.  Beeman et
al.'s did not separately move for a stay.

Judge Glenn held a hearing on May 22, 2013, and deferred ruling on
the motion based on the parties' assertions that Judge Carter was
likely to decide the appeals in a matter of weeks.  That same day,
Judge Carter issued his decision dismissing the appeals as
equitably moot.

On May 23, 2013, Judge Glenn entered the Second Distribution
Order.  Beeman et al. filed a timely appeal, which was assigned to
the District Court before Judge Scheindlin on Aug. 16, 2013.  On
Aug. 19, 2013, the Trust et al. filed a letter indicating that
they intended to make a motion seeking to have the appeal assigned
to Judge Carter.  On Aug. 28, 2013, Beeman et al. responded that
transferring the case to Judge Carter was not warranted because
the appeals were no longer before him.  They argued that instead
of assigning the appeal to Judge Carter, the District Court should
either certify a direct appeal pursuant to section 158(d)(2) or,
over their objection, dismiss the appeal as equitably moot.

Following a hearing, Scheindlin filed their motion for direct
certification.  In addition, Scheindlin request a stay of "further
distributions until the matter can be ruled on by the Court of
Appeals."  They characterize this appeal as presenting a single
issue, "[w]hether the second and subsequent interim Liquidation
distributions to [ ] general [unsecured] creditors should be
approved or stayed during the pendency of the" appeals before the
Second Circuit.

The case before the District Court is, ERIC BEEMAN, JANE FREIJ,
AND ROBERT TRAKTMAN, Appellants, v. BGI CREDITORS' LIQUIDATING
TRUST AND CURTIS R. SMITH, in his capacity as the Liquidating
Trustee, Appellees, No. 13 Civ. 5754 (SAS) (S.D.N.Y.).  A copy of
Judge Scheindlin's Jan. 28 Opinion and Order is available at
http://is.gd/8TMGKLfrom Leagle.com.

Clinton A. Krislov, Esq., and Kenneth T. Goldstein, Esq., at
Krislov & Associates, Ltd., in Chicago, Illinois; and Jay
Teitelbaum, Esq., at Teitelbaum & Baskin, LLP, in White Plains,
New York, represent Beeman et al.

Bruce Buechler, Esq., Bruce S. Nathan, Esq., and Andrew Behlmann,
Esq., at Lowenstein Sandler LLP, represent the BGI Creditors'
Liquidating Trust and Curtis R. Smith, in his capacity as the
Liquidating Trustee.

                        About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.  David M. Friedman, Esq., David S.
Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq.,
at Kasowitz, Benson, Torres & Friedman LLP, in New York, served as
counsel to the Debtors.  Jefferies & Company's Inc. served as the
financial advisor.  DJM Property Management is the lease and real
estate services provider.  AP Services LLC served as the interim
management and restructuring services provider.  The Garden City
Group, Inc., acted as the claims and notice agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, served as counsel to the DIP Agents.  Lowenstein Sandler
represented the official unsecured creditors committee for Borders
Group.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010.

Borders selected proposals by Hilco and Gordon Brothers to conduct
going out of business sales for all stores after no going concern
offers of higher value were submitted by the deadline.

In January 2012, Borders' First Amended Joint Chapter 11 Plan of
Liquidation became effective, and the Company emerged from Chapter
11 protection.  The Court confirmed the Plan filed by the Debtors
and the Official Committee of Unsecured Creditors at a Dec. 20,
2011 hearing.

The Debtors have been renamed BGI Inc.

Curtis R. Smith has been appointed as Liquidating Trustee of the
BGI Creditors' Liquidating Trust.  He is represented by Bruce
Buechler, Esq., Bruce S. Nathan, Esq., and Andrew Behlmann, Esq.,
at Lowenstein Sandler LLP.


BOREAL WATER: Hires Terry Johnson, CPA, as New Accountant
---------------------------------------------------------
Boreal Water Collection, Inc., disclosed in a Form 8-K filed with
the U.S. Securities and Exchange Commission that its former
auditor, Patrick Rodgers, has declined to stand for re-election as
the Company's auditor as of the year ending Dec. 31, 2013.  Mr.
Rodgers had been the Company's auditor for the past five years and
is required by law to stand down.

Mr. Rodgers' report on the Company's financial condition for both
of the last two years (ending Dec. 31, 2012, and Dec. 31, 2011)
did not contain an adverse opinion or disclaimer and was not
qualified or modified as to uncertainties, audit scope or
accounting principles.  The decision to change accountants was
made by the Company's Board of Directors.

There were no disagreements between Mr. Rodgers and the Company
regarding any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure.

Mr. Rodgers stated in its letter to the SEC that he agrees in all
respects with the statements made in the Company's Form 8-K
Report.

Following approval by the Board of Directors on Dec. 19, 2013, on
Dec. 20, 2013, the Company engaged Terry L. Johnson, CPA, of
Casselberry, Florida, as its new registered independent public
accountant.  During the years ended Dec. 31, 2012, and Dec. 31,
2011, and prior to Dec. 20, 2013, the Company did not consult with
Mr. Johnson.

                         About Boreal Water

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

The Company reported a net loss of $822,902 on $2.7 million of
sales in 2012, compared with a net loss of $1.3 million on
$2.7 million of sales in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $3.58 million in total assets, $2.66
million in total liabilities and $918,250 in total stockholders'
equity.

Patrick Rodgers, CPA, in his report on the consolidated financial
statements for the year ended Dec. 31, 2012, expressed substantial
doubt about Boreal Water Collection, Inc.'s ability to continue as
a going concern, citing that the Company has a minimum cash
balance available for payment of ongoing operating expenses, has
experienced losses operations since inception, and it does not
have a source of revenue sufficient to cover its operating costs.

The company reported a net loss of $822,902 on $2.68 million of
sales for the year ended Dec. 31, 2012, compared to a net loss of
$1.28 million on $2.66 million of sales in Dec. 31, 2011.


BRIGHTER CHOICE: Fitch Affirms BB+ Rating on $17MM Revenue Bonds
----------------------------------------------------------------
Fitch Ratings affirms the 'BB+' rating on approximately $17.3
million in (IDA) civic facility revenue bonds for the City of
Albany (City) Industrial Development Agency. The bonds are issued
on behalf of the Brighter Choice Charter School for Boys and for
Girls, jointly known as the Brighter Choice Charter Schools
(BCCS).

The Rating Outlook is revised to Negative from Stable

SECURITY

Civic facility revenue bonds (the bonds) are a general obligation
of BCCS and are payable from gross revenues comprised mainly of
state mandated school district per-pupil aid payments. Bondholder
protections include a cash funded reserve equal to maximum annual
debt service on the bonds; a per-pupil aid payment cash flow fund
equal to two months of debt service and a $125,000 repair and
replacement account and a first mortgage lien on the two school
facilities.

KEY RATING DRIVERS

NEGATIVE OUTLOOK: The Negative Outlook reflects BCCS' weakened
operating performance for fiscal 2013 driven largely by increased
staffing costs and reduction in per pupil revenues. Improvement in
operating performance will require expense management which Fitch
believes will be challenging as the schools target cost bearing
initiatives to improve academic performance. Inconsistent
financial performance and a weak liquidity position continue to
limit the school's rating to the speculative grade category.

COVERAGE LEVELS DECLINE: Weaker fiscal 2013 operations reduced
BCCS' margin and coverage from net income which declined to 1.02x
from 1.20x in fiscal 2012. BCCS' DSC covenant of 1.10x was not met
for fiscal 2013 which will necessitate the school to retain a
consultant to remediate the covenant violation.

DEBT BURDEN JUST MANAGEABLE: Both, BCCS' MADS burden, which
consumed 14.1% of FY2013 unrestricted operating revenue and the
long term debt to net income ratio of 13.8x, are marginally weaker
than fiscal 2012 but expected to improve for fiscal 2014.

BRIGHTER CHOICE FOUNDATION (BCF): BCCS, BCF's first schools in the
city, are part of the Albany Charter School Network. Nine
participant schools benefit from the foundation's oversight,
education policy research, lobbying efforts, fundraising ability,
operational and management support from the foundation.

RATING SENSITIVITIES

OPERATIONAL IMPROVEMENT REQUIRED: Growth in operational surplus
and improvement in margin is required to stabilize the rating.
Further detraction from the margin and inability to balance
operations will likely result in a downgrade.

IMPROVED ACADEMIC PERFORMANCE NECESSARY: BCCS' inability to
improve student performance in the coming year under the Common
Core curriculum may affect the schools' charter renewal due in
June of 2015. A renewal short of a full five years would in
Fitch's opinion, pressure the current rating.

CHARTER SCHOOL SECTOR RISKS: 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.

CREDIT PROFILE

BCCS opened in 2002 with a stated mission to provide a public
school alternative for students from economically disadvantaged
families. BCCS continues to benefit from a strong relationship
with BCF, a private not-for-profit entity created to provide
financial and programmatic support of its charter schools in the
city of Albany.

NEGATIVE OPERATING MARGINS DRIVE WEAKER DS COVERAGE

BCCS' margin trend has fluctuated over the past five years. Fiscal
2013' margin, negative 1.2%, was a result of added staffing
expenses and a lower student count (by plan) than fiscal 2012.
BCCS' previous outlook anticipated a positive margin for fiscal
2013. This unanticipated weaker margin is reflected in the
negative outlook. Fiscal 2014 results are expected to be improved
with a light surplus; however, the ability to consistently
generate operational surpluses is required to stabilize the
current rating.

The school's fiscal 2013 operating loss (on a GAAP basis) of
$105,000, provided net income available sufficient to cover just
1.02x annual debt service calculated at $1.25 million for FY2013.
BCCS did not meet its DS coverage covenant of 1.10x in FY2013 and
will consequently be required to retain a consultant this
operating cycle. The covenant violation did not trigger an event
of default.

The debt burden for BCCS is relatively unchanged at a relatively
moderate 14.1% of unrestricted operating revenue, reflecting MADS
payable in 2015. BCCS' total long term debt accounted for 13.8x
net income available for debt service in fiscal 2013. This ratio
calculates the number of fiscal cycles required to fully retire
long term debt assuming use of entire operational surplus to pay
down outstanding principal.

ENROLLMENT AT CAPACITY

BCCS' enrollment figures grew to over full capacity in the 2011-
2012 school year to 553 students. Classes were trimmed in fiscal
2013 and student size totaled 545, reflecting a manageable student
count. For fall of 2013 the schools enrolled 546 students. BCCS
has an actively managed wait list that strategically
oversubscribes each grade by 10% of capacity to counter possible
student attrition. Additionally, a high percentage of BCCS
graduates (80%) enroll in the Brighter Choice Middle Schools
located across the street from the Elementary schools. This
ensures that the benefit of the elementary instructional program
is extended to the middle schools.

WEAK LIQUIDITY A CONCERN

BCCS' available funds as of June 30, 2013, or cash and investments
not restricted, declined precipitously to $61,000 from $851,000 in
fiscal 2012. This drop was primarily a consequence of late
payments by the school districts. During the year, these payments
'true up' the cash levels for BCCS; the schools use funds on hand
to cover expenses while awaiting per pupil funds. However, at fye
2013, the late remittance of funds caused recorded balance sheet
resource levels to decline. For the first quarter fiscal 2014,
BCCS had cash balances of over $700,000, indicating the receipt of
payments post the close of the school year. Nevertheless, FY2013
liquidity levels were quite weak with unrestricted cash and
equivalents equating to less than 1% of either operating expenses
or long term debt.


BUFFET PARTNERS: Furr's Fresh Buffet Seeks Bankruptcy Protection
----------------------------------------------------------------
Buffet Partners, L.P ., d/b/a as Furr's Fresh Buffet, on Feb. 4
disclosed that it has filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the Northern
District of Texas.

The Company will continue to operate in the ordinary course of
business as "debtor-in-possession" under the jurisdiction of the
Bankruptcy Court.  All 29 of the company's store locations will
remain open, as well as the Lubbock-based Dynamic Foods operation,
which provides food and menu items to both Furr's stores and
third-party customers.

"We have and will continue to deliver on our reputation of
delivering a wide variety of quality meals served with
personalized service at an affordable price", said Barry M. Barron
Sr, Chief Executive Officer of Furr's, "but with the challenges
facing our industry and the liquidity constraints due to our
indebtedness and the recent ice storm, we need to explore options
to restructure our debt, recapitalize, and position ourselves for
future growth."

Furr's intends to work with all key constituents in its
restructuring process to maximize its asset value and to exit
Chapter 11 in the quickest and most efficient manner possible.

Furr's is being advised by John E. Mitchell of Baker & McKenzie as
legal counsel, and by Bridgepoint Consulting as its financial
advisor.

                      About Buffet Partners

Furr's Fresh Buffet -- http://www.furrs.net-- is a well-
recognized, value-oriented restaurant chain with 29 restaurants in
Arizona, Arkansas, New Mexico, Oklahoma and Texas.  With a rich,
65+ year operating history and strong brand awareness, Furr's
operates straight-line and scatter-bar buffet units that feature a
wide variety of "all-you-can-eat," "home-cooked," high quality
foods served with personalized service at an affordable price.

The Company enjoys a unique competitive advantage through its
Dynamic Foods division, a fully integrated food processing,
manufacturing, warehousing and distribution operation centrally
located in Lubbock, Texas, that services Furr's restaurants and a
host of external customers.


CASH STORE: Gordon Reykdal Stake at 20.8% as of Dec. 31
-------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Gordon J. Reykdal and his affiliates
disclosed that as of Dec. 31, 2013, they beneficially owned
3,648,200 shares of common stock of The Cash Store Financial
Services Inc. representing 20.8 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/DbB3XT

                     About Cash Store Financial

Headquartered in Edmonton, Alberta, The Cash Store Financial is
the only lender and broker of short-term advances and provider of
other financial services in Canada that is listed on the Toronto
Stock Exchange (TSX: CSF).  Cash Store Financial also trades on
the New York Stock Exchange (NYSE: CSFS).  Cash Store Financial
operates 512 branches across Canada under the banners "Cash Store
Financial" and "Instaloans".  Cash Store Financial also operates
25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store".  Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.

Cash Store Financial employs approximately 1,900 associates.

As restated, the Company reported a net loss and comprehensive
loss of $43.52 million on $187.41 million of revenue for the year
ended Sept. 30, 2012, as compared with a net loss of $43.08
million as originally reported.

The Company's restated balance sheet at Sept. 30, 2012, showed
$202.44 million in total assets, $168.92 million in total
liabilities and $33.51 million shareholders' equity.

                          *     *     *

As reported in the Feb. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'.  The outlook is
negative.

"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers.  S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product.  S&P also believes that the registrar's
proposal could lead to similar actions in other territories.

As reported by the TCR on May 22, 2013, Moody's Investors Service
downgraded the Corporate Family Rating and senior unsecured debt
rating of Cash Store Financial Services to Caa1 from B3 and
assigned a negative outlook.  According to Moody's, CSFS remains
unprofitable on both the pretax and net income lines and prospects
for return to profitability are unclear.


CENGAGE LEARNING: Reaches Deal on Amended Plan
----------------------------------------------
Cengage Learning, Inc. on Feb. 3 disclosed that Cengage Learning
(including certain domestic affiliates) have reached an agreement
with the company's major financial stakeholders and creditors
regarding the terms of an amended Plan of Reorganization that will
allow Cengage Learning to restructure its balance sheet and
significantly reduce its outstanding debt to position the company
for long-term growth and profitability.

Importantly, the amended Plan, which will modify a previously
filed plan of reorganization, incorporates a global settlement
between and among Cengage Learning, holders of a super-majority of
the company's first lien, second lien and unsecured debt, its
existing primary equity holder and the Official Committee of
Unsecured Creditors, and thus assures the necessary support from
key creditor groups for confirmation of Cengage Learning's Plan in
March 2014.  The global settlement was reached through a mediation
process conducted by the Honorable Robert D. Drain of the U.S.
Bankruptcy Court, Southern District of New York.  The detailed
terms of the global settlement will be incorporated into a
supplemental Disclosure Statement and amended Plan that will be
filed for Court approval in the near-term.

Michael Hansen, Chief Executive Officer of Cengage Learning, said,
"We are pleased to have reached this agreement and gained the
support of all of Cengage Learning's most significant creditors
for our Plan of Reorganization, giving us a clear path to the
successful completion of our financial restructuring.  Under the
Plan, Cengage Learning will have a new capital structure with a
substantially stronger balance sheet and greater financial
flexibility to accelerate our growth.  We are excited about the
opportunities resulting from the ongoing transformation of our
business to digital products and services and the high-quality
educational content we are providing to our users and customers."

Under the terms of the global settlement, which remains subject to
Court approval, the Plan will eliminate more than $4 billion of
Cengage Learning's approximately $5.8 billion of outstanding
funded debt.  Cengage Learning also will secure exit financing of
approximately $1.75 billion to $2.0 billion, of which
approximately $250 million will be an undrawn revolving credit
facility upon the company's completion of its financial
restructuring.  In addition, the current first lien lenders will
receive a substantial majority of the equity of the reorganized
company and second lien creditors and unsecured creditors will
share in $225 million in cash or stock based on total enterprise
value of $3.6 billion, at their election.  As part of the
settlement, pending litigation among the parties who are
signatories to the Plan Support Agreements is stayed and will be
dismissed upon confirmation of the Plan, which will contain
certain releases among the settling parties.

More information about Cengage Learning's restructuring, including
the Term Sheet and Plan Support Agreement, is available at
www.cengage.com/restructuring

The Term Sheet and Plan Support Agreement, as well as other court
filings and claims information, are available at
www.cengagecaseinfo.com

Information is also available toll-free at +1-800-654-4134.

The financial restructuring by Cengage Learning was initiated on
July 2, 2013, by the filing of voluntary petitions for
reorganization under Chapter 11 with the United States Bankruptcy
Court for the Eastern District of New York.  Cengage Learning's
legal advisor for the Chapter 11 proceedings is Kirkland & Ellis
LLP, its restructuring advisor is Alvarez & Marsal, and its
financial advisor is Lazard.

                      About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.  Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction.  The acquisition was funded in part with $5.6 billion
in new debt financing.

Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan.  The plan will eliminate more than $4 billion
of $5.8 billion in debt.

First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP.  Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.

The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.  Hilco Valuation
Services, LLC, serve as valuation consultants to the Debtors.

The Debtors filed a Joint Plan of Reorganization and Disclosure
Statement dated Oct. 3, 2013, which provides that the Debtors took
extreme care to advance and protect the interest of unsecured
creditors -- including seeking to protect four primary sources of
potential recoveries for unsecured creditors and providing them
with appropriate time to conduct diligence, and discuss their
conclusions on, among other things, the value of those sources of
potential recoveries.


CLOUD MEDICAL: Posts $414K Net Income in March 31 Quarter
---------------------------------------------------------
Cloud Medical Doctor Software Corporation filed on Jan. 23, 2014,
with the U.S. Securities and Exchange Commission its quarterly
report on Form 10-Q for the period ended March 31, 2012.  The
late-filed Form 10-Q posted net income of $414,427 on $216,685 of
revenues for the three months ended March 31, 2012, as compared
with a net loss of $175,527 on $0 of revenues for the same period
a year ago.

For the six months ended March 31, 2012, the Company reported net
income of $363,013 on $216,685 of revenues as compared with a net
loss of $193,317 on $0 of revenues for the same period during the
previous year.

As of March 31, 2012, the Company's balance sheet showed $1.23
million in total assets, $366,475 in total liabilities and
$867,491 in total stockholders' equity.

The Company said that material weaknesses in financial reporting
were:

   a. The inability of the Company to prepare and file its
      financial statements timely due to its limited financial and
      personnel resources and delays in the Company's ability to
      respond to SEC inquiries regarding financial and accounting
      presentation.  Further, the Company is delinquent in filings
      for fiscal year ended 2012 through 2013.

   b. There were no changes in the Company's internal control over
      financial reporting that occurred during the six months
      ended March 31, 2012, that have materially affected, or are
      reasonably likely to materially affect, the Company's
      internal control over financial reporting.

   c. It should be noted that any system of controls, however well
      designed and operated, can provide only reasonable and not
      absolute assurance that the objectives of the system are
      met.

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

                        http://is.gd/dlwui8

                        About Cloud Medical

Henderson, Nev.-based Cloud Medical Doctor Software Corporation
introduced in 2011 the Cloud-MD Office, a "Cloud Based", 5010 and
ICD-10 compliant, fully integrated and interoperable suite of
medical software and services, designed by experienced healthcare
analysts and programmers for healthcare providers, that produces
"Actionable Information" to help Independent Physician Practices,
New Care Delivery Models (ACO), Healthcare Systems and Billing
Services optimize a wide range of business processes resulting in
Increased Profits, Higher Quality, Greater Efficiency, Noticeable
Cost Reductions and Better Patient Care.  Current software product
offerings include Practice Management, Electronic Medical Records,
Revenue Management, Patient Financial Solutions, Medical and
Pharmaceutical Supply Management, Claims Management and PHI
Exchange.

Cloud Medical posted net income of $318,879 on $487,703 of
revenues for the year ended Sept. 30, 2012, as compared with a net
loss of $356,629 on $0 of revenues for fiscal year 2011.

As of Sept. 30, 2012, the Company had $1.07 million in total
assets, $277,090 in total liabilities and $801,745 in total
stockholders' equity.

GBH CPAs, PC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
Cloud Medical Doctor Software Corporation has suffered recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"The independent auditor's report on our financial statements for
the year ended September 30, 2012 contains explanatory language
that substantial doubt exists about our ability to continue as a
going concern.  We have an accumulated deficit at September 30,
2012 of $25,911,091 and need additional cash flows to maintain our
operations.  We depend on the continued contributions of our
executive officers to finance our operations and need to obtain
additional funding sources to explore potential strategic
relationships and to provide capital and other resources for the
further development and marketing of our products and business.
If we are unable to obtain sufficient financing in the near term
or achieve profitability, then we would, in all likelihood,
experience severe liquidity problems and may have to curtail or
cease our operations altogether.  If we curtail our operations or
cease our operations, we may be placed into bankruptcy or undergo
liquidation, the result of which will adversely affect the value
of our common shares," the Company said in the Annual Report for
the period ended Sept. 30, 2012.


CHINA SHIANYUN: Amends Disclosures in Response to SEC Comments
--------------------------------------------------------------
China Green Creative, Inc., filed an amendment No. 1 to its annual
report on Form 10-K for the period ended Dec. 31, 2012, pursuant
to a SEC comment letter dated Dec. 17, 2013, to amend certain
disclosures in the Form 10-K filed with the SEC on April 15, 2013.
Pursuant to the SEC comments, changes and revisions have been made
to the following items:

   Item 8 Financial Statements and Supplemental Financial Data,
   Item 9 Changes in and Disagreements with Accountants on
   Accounting and Financial Disclosure.

On Jan. 30, 2013, the Company dismissed Madsen & Associates CPA's,
Inc (Madsen) as its independent registered accounting firm.

Madsen reported on the Company's financial statements for the
years ended Dec. 31, 2011, and 2010.  Their opinion did not
contain an adverse opinion or a disclaimer of opinion, and was not
qualified as to uncertainty, audit scope, or accounting principles
but was modified as to a going concern.

From Jan. 3, 2010, when Madsen was engaged, through the dismissal
of Madsen on Jan. 30, 2013, there were no disagreements between
the Company and Madsen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to the
satisfaction of Madsen would have caused Madsen to make reference
to the subject matter of the disagreements in connection with its
reports.

Immediately following the dismissal of Madsen, the Company's Board
of Directors commenced contacting and interviewing other auditors
in order to engage another firm as the Company's independent
auditor.  Effective Jan. 30, 2013, the Company's engaged Albert
Wong & Co as the Company's new Independent registered public
accounting firm.  The decision to engage Albert Wong & Co was
approved by the Company's board of directors.  During its two most
recent fiscal years, and during any subsequent interim period
prior to the date of Albert Wong & Co's engagement, the Company
did not consult the new auditor regarding either: (i) the
application of accounting principles to a proposed or completed
specified transaction, or the type of audit opinion that might be
rendered, and neither a written report nor oral advice was
provided that was an important factor considered by the Company in
reaching a decision as to the accounting, auditing, or financial
reporting issue; or (ii) any matter that was either the subject of
a disagreement or reportable event within the meaning set forth in
Regulation S-K, Item 304 a(1)(iv) or (a)(1)(v).

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

                        http://is.gd/OK2Rb5

                        About China Shianyun

China Shianyun Group Corp., Ltd., a Nevada Corporation, was
incorporated on Aug. 17, 2006, under the name of Glance, Inc.  On
Jan. 21, 2009, the Company changed its name to China Green
Creative, Inc.  CGC and its subsidiaries are principally engaged
in the distribution of consumer goods in the People's Republic of
China.

China Green disclosed net income of $635,873 on $6.87 million of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $344,901 on $1.92 million of revenue during the prior
year.  The Company's balance sheet at Sept. 30, 2013, showed $6.16
million in total assets, $7.12 million in total liabilities and a
$958,992 total stockholders' deficit.

Madsen & Associates CPA's, Inc., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company does not have the necessary
working capital to service its debt and for its planned activity,
which raises substantial doubt about its ability to continue as a
going concern.


COLOR STAR: Court Approves Hiring of Gardere Wynne as Counsel
-------------------------------------------------------------
Color Star Growers of Colorado, Inc., Vast, Inc., and Color Star,
LLC sought and obtained permission from the Hon. Brenda T. Rhoades
of the U.S. Bankruptcy Court for the Eastern District of Texas to
employ Gardere Wynne Sewell LLP as counsel, effective Dec. 15,
2013.

The Debtors require Gardere Wynne to:

   (a) advise the Debtors of their powers and duties in the
       liquidation of assets of the Estates;

   (b) investigate pre-petition and post-petition transfers of the
       Debtors, and if necessary, to recover such transfers;

   (c) investigate the relationship between the Debtors and
       various entities;

   (d) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;

   (e) appear before the Court, any appellate courts and the
       U.S. Trustee and protect the interests of the Debtors and
       the assets in the Estates before such courts and the U.S.
       Trustee;

   (f) assist the Debtors in the preparation of all administrative
       documents required to be filed or prepared in the Case, and
       to prepare, on behalf of the Debtors, all necessary
       applications, motions, answers, responses, orders, reports
       and other legal documents required in the Case as may
       otherwise be required;

   (g) take such actions as are necessary to preserve and protect
       the Estates' assets and interests therein, including
       prosecution of actions on the Debtors' behalf, defending
       any action commenced against the Estates, and representing
       the Estates' interests in negotiations and litigation
       concerning the Estates, including, without limitation,
       objections to claims filed against the Estates;

   (h) advise and assist the Debtors with any potential sale of
       assets;

   (i) investigate all potential means of preserving property
       rights of the Estates and actions necessary for the
       preservation and liquidation of assets;

   (j) consult with the Debtors regarding tax matters; and

   (k) perform any and all other legal services that may be
       necessary to protect the rights and interests of the
       Debtors and the Estates in the proceeding and any actions
       hereafter commenced in the Case.

Gardere Wynne will be paid at these hourly rates:

       Marcus A. Helt                      $450
       Evan R. Baker                       $290
       Partners                          $380-$775
       Associates                        $210-$445
       Paraprofessionals                 $95-$220

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

Gardere Wynne held a retainer of $43,353.61 on the Petition Date
for compensation for services to be rendered in connection with
these cases.  Prior to the Petition Date, Gardere Wynne received
$480,470.03 from the Debtors for legal services and expenses
incurred since September 2013 related to a number of things,
including forbearance/workout negotiations, sale and financing
negotiations, general corporate, and the preparation and filing of
the cases.

Marcus A. Helt, a partner of Gardere Wynne, 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.

Gardere Wynne can be reached at:

       Marcus A. Helt, Esq.
       GARDERE WYNNE SEWELL LLP
       1601 Elm Street, Suite 3000
       Dallas, TX 75201-4761
       Tel: (214) 999-3000
       Fax: (214) 999-4667
       E-mail: mhelt@gardere.com

Color Star Growers of Colorado, Inc., and two affiliates sought
Chapter 11 protection (Bankr. E.D. Tex. Case Nos. 13-42959 to
13-42961) on Dec. 15, 2013, in Sherman, Texas.  The petitions were
signed by Brad Walker, chief restructuring officer.  The Debtors
estimated assets of at least $10 million and liabilities of at
least $50 million.  Evan R. Baker, Esq., at Gardere Wynne Sewell
LLP, serves as the Debtors' counsel.


COLOR STAR: Creditors' Panel Hires Gavin/Solmonese as Advisors
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Color Star
Growers of Colorado, Inc. and its debtor-affiliates seeks
authorization from the Hon. Brenda T. Rhoades of the U.S.
Bankruptcy Court for the Eastern District of Texas to retain
Gavin/Solmonese, LLC as financial advisors to the Committee,
effective Jan. 14, 2014.

The Committee requires Gavin/Solmonese to:

   (a) provide general advice to the Committee with respect to the
       Debtors' business operations and financial condition;

   (b) advise the Committee on any and all potential transactions
       involving the sale of the assets of the Debtors' estates;

   (c) provide independent analysis and related support, as
       required, in connection with any claims against the Debtor,
       and related entities, insiders and third parties;

   (d) advise and assist the Committee in conjunction with the
       formulation, negotiation, preparation or confirmation of
       any plan of reorganization or liquidation in this case;

   (e) provide expert testimony, as needed, in connection with
       hearings related to matters which Gavin/Solmonese has
       advised the Committee; and

   (f) provide other financial advisory and related consulting
       services in this chapter 11 case as reasonably requested by
       the Committee.

Gavin/Solmonese will be paid at these hourly rates:

       Edward T. Gavin, CTP                    $600
       Wayne P. Weitz                          $475
       Luke D. Snyder                          $375
       Managing Directors &  Principals     $475-$650
       Consultants, Directors &
       Senior Directors                     $200-$450
       Clerical & Paraprofessional Staff    $75-$200

Gavin/Solmonese will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Edward T. Gavin, managing director and founding partner of
Gavin/Solmonese, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

The Court for the Eastern District of Texas will hold a hearing on
the application on March 3, 2014, at 3:30 p.m.

Gavin/Solmonese can be reached at:

       Edward T Gavin, CTP
       GAVIN/SOLMONESE LLC
       919 N Market St Ste 600
       Wilmington, DE 19801-3037
       Tel: (484) 432-3430
       Fax: (302) 655-6063
       E-mail: ted.gavin@gavinsolmonese.com

Color Star Growers of Colorado, Inc., and two affiliates sought
Chapter 11 protection (Bankr. E.D. Tex. Case Nos. 13-42959 to
13-42961) on Dec. 15, 2013, in Sherman, Texas.  The petitions were
signed by Brad Walker, chief restructuring officer.  The Debtors
estimated assets of at least $10 million and liabilities of at
least $50 million.  Marcus A. Helt, Esq., and Evan R. Baker, Esq.,
at Gardere Wynne Sewell LLP, serve as the Debtors' counsel.


COLOR STAR: Creditors' Panel Hires Munsch Hardt as Attorneys
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Color Star
Growers of Colorado, Inc. and its debtor-affiliates seeks
authorization from the Hon. Brenda T. Rhoades of the U.S.
Bankruptcy Court for the Eastern District of Texas to retain
Munsch Hardt Kopf & Harr, PC as attorneys to the Committee,
effective Jan. 14, 2014.

The Committee requires Munsch Hardt to:

   (a) assist, advise, and represent the Committee with respect to
       the administration of the Bankruptcy Cases;

   (b) provide all necessary legal advice with respect to the
       Committee's powers and duties;

   (c) assist the Committee in working to maximize the value of
       the Debtors' assets for the benefit of the Debtors'
       unsecured creditors;

   (d) assist the Committee with respect to evaluating and
       negotiating a plan of reorganization or a plan of
       liquidation and, if necessary, either challenging or
       supporting as appropriate, the confirmation of a plan and
       the approval of an associated disclosure statement;

   (e) conduct any investigation, as the Committee deems
       appropriate, concerning, among other things, the assets,
       liabilities, financial condition and operating issues of
       the Debtors;

   (f) commence and prosecute any and all necessary and
       appropriate actions and proceedings on behalf of the
       Committee in the Bankruptcy Cases;

   (g) prepare, on behalf of the Committee, necessary
       applications, pleadings, motions, answers, orders, reports
       and other legal papers;

   (h) communicate with the Committee's constituents and others as
       the Committee may consider necessary or desirable in
       furtherance of its responsibilities;

   (i) appear in Court and representing the interests of the
       Committee; and

   (j) perform all other legal services for the Committee which
       are appropriate, necessary and proper in connection with
       the Bankruptcy Cases.

Munsch Hardt will be paid at these hourly rates:

       Raymond J. Urbanik, Shareholder        $475
       Deborah M. Perry, Shareholder          $400
       Thomas Berghman, Associate             $240
       Isaac J. Brown, Associate              $225
       Audrey Monlezun, Paralegal             $200
       Shareholders                         $325-$695
       Associates                           $200-$365
       Paralegals                           $160-$260

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

Raymond J. Urbanik, shareholder of Munsch Hardt, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the Eastern District of Texas will hold a hearing on
the application on March 3, 2014, at 3:30 p.m.

Munsch Hardt can be reached at:

       Raymond J. Urbanik, Esq.
       MUNSCH HARDT KOPF & HARR, PC
       500 N. Akard Street, Suite 3800
       Dallas, TX 75201
       Tel: (214) 855-7590
       Fax: (214) 978-4374.
       E-mail: rurbanik@munsch.com

Color Star Growers of Colorado, Inc., and two affiliates sought
Chapter 11 protection (Bankr. E.D. Tex. Case Nos. 13-42959 to
13-42961) on Dec. 15, 2013, in Sherman, Texas.  The petitions were
signed by Brad Walker, chief restructuring officer.  The Debtors
estimated assets of at least $10 million and liabilities of at
least $50 million.  Marcus A. Helt, Esq., and Evan R. Baker, Esq.,
at Gardere Wynne Sewell LLP, serve as the Debtors' counsel.


CONNECTICUT HEALTHBRIDGE: Permanent Rejection of Expired CBAs OK'd
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey on Feb. 3
granted approval under 11 U.S.C. Section 1113(c) for five
Connecticut HealthBridge managed health care centers (Centers) to
permanently reject their expired collective bargaining agreements
and continue operations.

The Centers had filed for Chapter 11 bankruptcy protection on
Feb. 24, 2013, and the union that represents the workforces of the
Centers -- New England Health Care Employees Union, District 1199,
SEIU -- opposed the Centers' request.

Following the Feb. 3 ruling, Ed Remillard, spokesperson for the
Centers, issued the following statement:

"The Centers are deeply gratified that the court has recognized
the necessity for the permanent rejection of the expired
collective bargaining agreements.  It was with great regret that
the Centers filed for bankruptcy protection, but the stark reality
is that they are not economically viable under the terms of their
expired contracts with the New England Health Care Employees
Union, District 1199.

"Throughout the past 11 months, the Centers have continued to make
the excellent care and safety of the Centers' residents their top
priority, and [Mon]day's ruling is a critical step in the Centers'
pursuit of its efforts to reorganize and emerge from bankruptcy.

"As we have stated previously, during these challenging economic
times responsible businesses can no longer yield to totally
unrealistic union bargaining demands, in this case those of the
SEIU, that come from a universe totally out of touch with today's
economic facts."

The bankruptcy filing pertains only to the five unionized
Connecticut Centers, and does not apply to either HealthBridge
Management, LLC itself or other health care centers managed by
HealthBridge Management, LLC.

Each of the five centers is a sub-acute and long-term nursing care
facility for the elderly in Connecticut.  The facilities are: Long
Ridge of Stamford, Newington Health Care Center, Westport Health
Care Center, West River Health Care Center, and Danbury Health
Care Center.

The Centers filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code on Feb. 24, 2013, in order
to implement a plan to create a competitive and durable cost
structure.  The plan includes gaining relief from unsustainable
union pension and medical benefits costs and other restrictive
Union labor agreements that hamstring the Centers' flexibility and
competitiveness.


CROSSROAD STATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Crossroad Station LLC
        61295 Mountain Breezes Ct
        Bend, OR 97702

Case No.: 14-30557

Chapter 11 Petition Date: February 3, 2014

Court: United States Bankruptcy Court
       District of Oregon

Judge: Hon. Elizabeth L Perris

Debtor's Counsel: Joseph A Field, Esq.
                  FIELD JERGER LLP
                  621 SW Morrison St #1225
                  Portland, OR 97205
                  Tel: (503) 228-9115
                  Email: joe@fieldjerger.com

Total Assets: $3.52 million

Total Liabilities: $3.53 million

The petition was signed by David L. Howland, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/orb14-30557.pdf


DAER HOLDINGS: Iberiabank May Foreclose on Villarreal Mansion
-------------------------------------------------------------
District Judge James S. Moody, Jr., in Tampa, Florida, granted
Iberiabank's request to foreclose its mortgage liens and security
interests in the 38,000-square foot mansion known as the
Villarreal Mansion located at 16229 Villarreal, De Avila, Tampa,
Florida 33613.

Terri L. Steffen and her husband, Paul Bilzerian (or their
family), occupied the Villarreal Mansion for many years, through
multiple bankruptcies and title transfers.  DAER Holdings LLC
currently holds legal title to the Villarreal Mansion.  In late
2006, the Tampa bankruptcy court approved a public Section 363
sale of the Villarreal Mansion in the chapter 11 proceeding titled
In re Guerrini Family Limited Partnership, LLP, Case No. 8:06-bk-
05383-MGW.  DAER had the highest bid at the Section 363 sale.
DAER financed its purchase with a $5.5 million first mortgage loan
from Century Bank.  That loan was evidenced by a full set of loan
documents that included a promissory note signed by DAER and
Michael Peters and a duly recorded mortgage granting Century Bank
a first mortgage lien.

On March 28, 2008, Century Bank issued a $750,000 second mortgage
loan to DAER to pay expenses associated with the Villarreal
Mansion.  That loan is evidenced by another full set of loan
documents that included a promissory note signed by DAER, an
unconditional guaranty signed by Peters, a duly recorded mortgage
granting Century Bank a second mortgage lien, a security agreement
granting a security interest in the furnishings of the Villarreal
Mansion, and an assignment of rents.

DAER and Peters failed to make the loan payments due September 28,
2009, and October 1, 2009, and they have made no further loan
payments.

In November 2009, the State of Florida Office of Thrift
Supervision closed Century Bank and the FDIC-R took control as its
receiver.  On November 13, 2009, Iberiabank and the FDIC-R entered
into a Purchase and Assumption Agreement, whereby Iberiabank
purchased the first and second loan documents. On or about March
29, 2010, and May 19, 2010, respectively, Iberiabank accepted
assignments of the loan documents.

On July 20, 2010, Iberiabank accelerated both loans under the
terms of the loan documents. In September 2010, Iberiabank filed
the instant action in Florida state court to foreclose its
mortgage liens and security interests. In 2012, Iberiabank joined
the United States of America, Steffen, Bilzerian, and the
Bankruptcy Trustee as Defendants to the amended foreclosure
complaint. On December 20, 2012, the United States of America
removed the action to the District Court.

The case is, IBERIABANK, a Louisiana banking corporation, as
successor in interest to Century Bank, FSB, Plaintiff, v. DAER
HOLDINGS, LLC, a Florida corporation, et al., Defendants, Case No.
8:12-cv-2872-T-30MAP (M.D. Fla.).  A copy of the District Court's
Jan. 30, 2014 Order is available at http://is.gd/uQ2hgpfrom
Leagle.com.


DAVE SINCLAIR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Dave Sinclair Lincoln-Mercury St. Peters, Inc.
           dba Dave Sinclair Lincoln St. Peters
        4750 N. Service Rd
        Saint Peters, MO 63376-3959

Case No.: 14-40679

Chapter 11 Petition Date: February 3, 2014

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Hon. Barry S. Schermer

Debtor's Counsel: Robert E. Eggmann, Esq.
                  DESAI EGGMANN MASON LLC
                  7733 Forsyth Boulevard, Suite 2075
                  Clayton, MO 63105
                  Tel: 314-881-0800
                  Fax: 314-881-0820
                  Email: reggmann@demlawllc.com

                    - and -

                  Thomas H. Riske, Esq.
                  DESAI EGGMANN MASON LLC
                  7733 Forsyth Blvd., Suite 2075
                  Clayton, MO 63105
                  Tel: 314-881-0800
                  Fax: 314-881-0820
                  Email: triske@demlawllc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James Sinclair, president.

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


DEERFIELD RETIREMENT: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Deerfield Retirement Community, Inc., filed with the Bankruptcy
Court for the Southern District of Iowa its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $25,000,000
  B. Personal Property            $2,648,215
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $43,425,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                              $500
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $25,585,283
                                 -----------      -----------
        TOTAL                    $27,648,215      $69,010,783

               About Deerfield Retirement Community

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

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

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

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


DEERFIELD RETIREMENT: Files Amended List of Unsecured Creditors
---------------------------------------------------------------
Deerfield Retirement Community, Inc. has submitted to the
Bankruptcy Court an amended list that identifies its top 20
unsecured creditors, disclosing:

  Entity                  Nature of Claim        Claim Amount
  ------                  ---------------        ------------
UMB Bank, N.A.                                   $40,925,000
Attn: Corporate Trust                            (25,000,000
Department                                        secured)
2 South Broadway,
Suite 600
Saint Louis
MO 63102

Lifespace Communities,   Support Loans           $18,800,000
Inc.
100 East Grand Ave.
Suite 200
Des Moines, IZ 50309

Estate of Jean Olson      Contingent Refund        $468,180
c/o Adrienne M. Knapp     for Unit Occupancy
The Ayco Co., LP
321 Broadway, P.O.
Box 860
Saratoga Springs,
NY 12866

Estate of Janice Davis    Contingent Refund        $261,000
c/o Connie Koehn          for Unit Occupancy
Bankers Trust
453 7th St.
Des Moines,
IA 50309

Estate of Pat Noyce       Contingent Refund        $419,530
c/o James Noyce           for Unit Occupancy
905 48th Street
West Des Moines,
IA 50265

Estate of Robert Reid     Contingent Refund        $417,933
c/o James L. Sayre        for Unit Occupancy
13375 University Ave.
Clive, IA 50325

Estate of Margaret        Contingent Refund        $409,734
Kenyon                    for Unit Occupancy
c/o Rhonda Hill
2030 NW 129th Street
Clive, IA 50325

Estate of James Kempkes   Contingent Refund        $408,928
c/o Mark J. Kempkes       for Unit Occupancy
4906 Crestmoor Dr.
Des Moines, IA 50310

Estate of Frank Comfort   Contingent Refund        $382,500
c/o Deborah Miller        for Unit Occupancy
4926 Cedar Dr.
West Des Moines,
IA 50266

Estate of Robert Roseland  Contingent Refund       $328,850
c/o Robert A. VanOrsdel   for Unit Occupancy
Nyemaster Goode
700 Walnut, Suite 1600
Des Moines,
IA 50309

Estate of Paul From       Contingent Refund        $314,162
c/o Clifford S. Swartz    for Unit Occupancy
Brick Gentry PC
6701 Westown Pkwy.,
Suite 100
West Des Moines,
IA 50266

Estate of Carolyn         Contingent Refund        $312,028
Feaster                   for Unit Occupancy
c/o Vickey DeLuca
5087 Palermo Rd.
Cincinnati,
OH 45244

Estate of John Elken      Contingent Refund        $279,072
c/o Kent A. Reiff         for Unit Occupancy
U.S. Bank
520 Walnut St.
Des Moines,
IA 50309

Estate of Phyllis         Contingent Refund        $265,302
Johnson    for Unit       Occupancy
c/o Mary Kay Smith
13778 S. Admiral Dr.
Riverton,
UT 84096

Estate of Beth Black      Contingent Refund        $264,600
c/o Bruce Black           for Unit Occupancy
6150 E. Berry
Greenwood Village,
CO 80111

Estate Of virginia Green   Contingent Refund        $258,863
c/o David Green            for Unit Occupancy
30 Sagecliff Court
Dallas, TX 75248

Estate of Marilyn Beck     Contingent Refund        $258,863
c/o Bill Beck              for Unit Occupancy
4118 SE 22nd St.
Des Moines, IA 50320

Estate of Mary Sharp       Contingent Refund        $245,700
c/o Richard J. Gaumer      for Unit Occupancy
111 W. 2nd St.
P.O. Box 601
Ottumwa, IA 52501

Estate of Barbara Joyce    Contingent Refund        $234,116
Wilson                     for Unit Occupancy
c/o Bruce & Jackie Kuehl
470 Painted Woods
Waukee, IA 50263

Estate of Lois Roewe       Contingent Refund        $228,762
c/o Dale H. Roewe          for Unit Occupancy
15660 450th St.
Laurens, IA 50554

               About Deerfield Retirement Community

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

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

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

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


DESIGNLINE CORP: Plan Outline Conditionally Approved
----------------------------------------------------
Judge J. Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina, Charlotte Division,
conditionally approved the disclosure statement explaining the
liquidation plan proposed by the Official Committee of Unsecured
Creditors for DesignLine Corporation and DesignLine USA, LLC.

Feb. 28 is fixed as the last day for filing written objections to
the confirmation of the Plan and final approval of the Disclosure
Statement and the last day for submitting written acceptances or
rejections of the Plan.  The hearing to consider final approval of
the Disclosure Statement and confirmation of the Plan will be on
March 4, at 9:30 a.m.

Under the Plan, holders of prepetition secured claims,
intercompany claims, preferred stock equity interests, and common
stock equity interests stand to recover nothing.  Holders of
Allowed Prepetition Secured Claims, estimated to amount to
$28,021,467, will receive the prepetition collateral or the
proceeds of the collateral.

Holders of Allowed Other Priority Claims, estimated to total
$250,184, will recover 100% of their claim amount.  Holders of
Allowed Prepetition Deficiency Claim, estimated to total
$28,021,467, is expected to recover 4%.  Holders of Allowed
Unsecured Claims is also expected to recover 4% of their total
claim amount, which is estimated at $3,713,922.

As previously reported by The Troubled Company Reporter, the Court
approved on Nov. 1, 2013, the sale of substantially all of the
assets of DesignLine Corp. to Wonderland Investment Group, Inc.,
whose bid of $1.6 million for the assets prevailed over six other
qualified bidders at the auction on Oct. 28.

A full-text copy of the Disclosure Statement dated Dec. 31, 2013,
is available at http://bankrupt.com/misc/DESIGNLINEds1231.pdf

A full-text copy of the Disclosure Statement dated Jan. 31, 2014,
is available at http://bankrupt.com/misc/DESIGNLINEds0131.pdf

The Committee is represented by:

         Michael J. Barrie, Esq.
         Jennifer R. Hoover, Esq.
         BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
         222 Delaware Avenue, Suite 801
         Wilmington, DE 19801
         Tel: (302) 442-7010
         Fax: (302) 442-7012
         Email: mbarrie@beneschlaw.com
                jhoover@beneschlaw.com

            -- and --

         Travis W. Moon, Esq.
         Richard S. Wright, Esq.
         MOON WRIGHT & HOUSTON, PLLC
         227 West Trade Street, Suite 1800
         Charlotte, NC 28202
         Tel: (704) 944-6565
         Fax: (704) 944-0380
         Email: tmoon@mwhattorneys.com
                rwright@mwhattorneys.com

                         About DesignLine

DesignLine Corporation manufactured coach, electric and range-
extended electric (hybrid) buses.  Founded in Ashburton, New
Zealand in 1985, DesignLine was acquired by American interests in
2006, and DesignLine Corporations' headquarters was relocated to
Charlotte, North Carolina.  DesignLine Corporation is no longer
affiliated with the DesignLine operations in New Zealand, which
was placed in liquidation in 2011.

DesignLine Corporation and DesignLine USA LLC originally sought
Chapter 11 protection with the U.S. Bankruptcy Court for the
District of Delaware (Lead Case Nos. 13-12089 and 13-12090), on
Aug. 15, 2013.  Katie Goodman at GGG Partners LLC signed the
petitions as chief restructuring officer.  On Sept. 5, 2013, the
case was transferred to the U.S. Bankruptcy Court for the Western
District of North Carolina (Case Nos. 13-31943 and 13-31944).

Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger, P.A.; and Terri L. Gardner, Esq., at
Nelson Mullins Riley & Scarborough, LLP, serve as the Debtors'
bankruptcy counsel.  GGG Partners also serves as the Debtors'
financial advisors.

A five-member unsecured creditors panel has been appointed in the
Debtors' cases.  Moon Wright & Houston PLLC and Benesch,
Friedlander, Coplan & Aronoff LLP are co-counsel to the Committee.
The Committee retained CBIZ MHM, LLC as financial advisors.

DesignLine Corp. has sold its assets for $1.6 million cash to
Wonderland Investment Group Inc. from Pasadena, California.
Wonderland prevailed over five other prospective buyers at an
auction in October 2013.

The Bankruptcy Judge has appointed Elaine T. Rudisill as the
chapter 11 trustee for the Debtors.


DETROIT, MI: Mich. AG Asks Court to Intervene in Bankruptcy
-----------------------------------------------------------
The Associated Press reported that Michigan Attorney General Bill
Schuette is urging a federal appeals court to immediately jump
into Detroit's bankruptcy and consider whether pensions can be
cut.

According to the report, Schuette backs the bankruptcy case but
says he strongly believes reducing pensions would violate the
Michigan Constitution.

Federal Bankruptcy Judge Steven Rhodes says pensions are like any
other contract that can be broken as Detroit develops a plan to
deal with $18 billion in debt, the report related.  Foundations
have pledged more than $300 million to patch up pension funds and
prevent the sale of art. Gov. Rick Snyder is trying to win
approval for millions more in state aid.  Nonetheless, Detroit
retirees still would suffer a hit.  An appeals court is
considering whether to grant an immediate appeal or wait.

A notice of appearance on behalf of the Michigan Attorney General
was filed with the U.S. Bankruptcy Court for the Eastern District
of Michigan by:

         Allison R. Bach, Esq.
         DICKINSON WRIGHT PLLC
         500 Woodward Avenue, Suite 4000
         Detroit, MI 48226-3425
         Tel: 313-223-3604
         Fax: 313-223-3598
         Email: abach@dickinsonwright.com

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

Daniel M. McDermott, U.S. Trustee for Region 9, on Dec. 23, 2013,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors.


DETROIT, MI: City Sues Over Debt Deals
--------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
Detroit leaders are suing to invalidate several Wall Street deals
that allowed the city to borrow more than $1.4 billion in 2005 for
its underfunded pension plans, arguing that the agreements were
illegal and shouldn't be repaid.

According to the Journal, in a lawsuit filed in U.S. Bankruptcy
Court in Detroit, city lawyers said the deals reached under a
former mayor, Kwame Kilpatrick, led the city to borrow more than
the state's debt limit, resulting "in the creation of city debt
that was not authorized" by state law. Michigan cities, with few
exceptions, can't borrow more than 10% of the value of the "real
and personal property" within their borders.

The lawsuit, against the service corporations and the trusts the
city created to do the deal, asks Bankruptcy Judge Steven Rhodes
to determine that Detroit can stop repaying the debt, the Journal
related.  Judge Rhodes has not set any hearings in the adversary
case, The Deal noted.  When first extended in 2005, the debt
marked the largest municipal-financing deal ever offered in
Michigan, according to court papers.

"City officials turned a blind eye to the requirements of state
law," city lawyers said in the lawsuit, which was filed on Jan.
31, the Journal cited.

Bond insurers and the investors in the pension-borrowing deals who
stand to lose money if the city's request moves forward haven't
yet formally responded to the lawsuit, the Journal said.  The city
already skipped a nearly $40 million payment in June so that the
700,000-resident city could afford to pay its workers and other
expenses, city officials said in earlier court papers. A month
later, Detroit officials put the city under Chapter 9 protection,
blaming tax revenue that fell during the real estate crash and the
city's population decline.

Detroit seeks a declaratory judgment that the service contracts
are illegal and that the city should not be obligated to continue
making related payments, the Deal added.

                About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

Daniel M. McDermott, U.S. Trustee for Region 9, on Dec. 23, 2013,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors.


EDISON MISSION: Settles With Homer City Union and Retirees
----------------------------------------------------------
Edison Mission Energy, et al., ask the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, to approve a
settlement with the International Brotherhood of Electrical
Workers Local 459 as representative for approximately 20 retirees
in the Debtors' Homer City, Pennsylvania facility.

The parties agree to the following terms:

   (a) each Retiree will be deemed to have a separate Allowed
       Class C3 General Unsecured Claim against EME Homer City
       Generation L.P. under the Plan only in the applicable
       amount, which collectively totals approximately $21.8
       million, in full and final satisfaction, compromise,
       settlement, release, and discharge of and in exchange for
       any claims relating to any Retiree Benefits Claims, and any
       other Retiree Benefit Claims filed by the Union, any
       Retirees, or any other person will be deemed withdrawn and
       denied with prejudice;

   (b) each Retiree will be deemed to support and vote its
       applicable Allowed Class C3 General Unsecured Claim against
       EMEHC in favor of the Plan;

   (c) Edison Mission Finance Co. will assign 55% of all
       distributions under the Plan that would otherwise be made
       by EMEHC to Finance on account of the EMEHC Intercompany
       Claim directly to the Retirees on a pro rata basis based on
       the allowed amounts or Retiree Benefit Claims under the
       Settlement;

   (d) any distributions will be made directly to the Union,
       solely in its capacity as the authorized representative of
       the Retirees;

   (e) each Party will bear its own expenses related to the
       Settlement; provided the Union's attorneys' fees will be
       paid out of any distributions on account of the Retiree
       Benefits Claims pursuant to the Settlement; and

   (f) the Debtors agree that they will use reasonable commercial
       efforts to continue to prosecute the adversary proceeding
       captioned as Homer City Generation, L.P. vs. EME Homer City
       Generation L.P., Adv. Proc. No. 13-01264 (Bankr. N.D. Ill.)
       (JPC), including, without limitation, settling or
       compromising any claims arising out of or related to the
       adversary proceeding.

                      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.


EPE ENERGY: Moody's Assigns 'Ba3' CFR & Rates Unsecured Notes 'B2'
------------------------------------------------------------------
Moody's assigned a Ba3 Corporate Family Rating (CFR) and a Ba3-PD
Probability of Default Rating (PDR) to EP Energy LLC (EP Energy)
and withdrew the CFR and PDR for EPE Holdings LLC (EPEH). EP
Energy's Ba3 second-lien senior note rating and second-lien term
loan rating and the B2 senior unsecured note rating were affirmed.
Moody's also assigned a SGL-2 Speculative Grade Liquidity Rating,
indicating good liquidity. The outlook is stable. In January 2014,
EP Energy Corporation (EPE), the parent of EPEH, raised roughly
$700 million in an Initial Public Offering (IPO). The proceeds
were used to repay the balance of the payment-in-kind (PIK) toggle
notes that were outstanding at EPEH, at a cost of approximately
$395 million and to repay a portion of the borrowings under EP
Energy's revolving credit facility.

"The issuance of equity by EP Energy Corporation is clearly a
credit positive event as it reduces leverage and provides equity
funding for a portion of the 2014 capital expenditures program,"
said Stuart Miller, Moody's Vice President. "However, leverage
remains elevated and above the targets Moody's have set for an
upgrade."

Rating Actions

EPE Holdings LLC

  Corporate Family Rating of Ba3 withdrawn

  Probability of Default rating of Ba3-PD withdrawn

  Senior unsecured note rating of B3 (100% LGD) withdrawn

EP Energy LLC

  Corporate Family Rating of Ba3 assigned

  Probability of Default rating of Ba3-PD assigned

  Senior secured second lien term loan rating of Ba3 (43% LGD)
  affirmed

  Senior secured second lien note rating of Ba3 (43% LGD) affirmed

  Senior unsecured note rating of B2 (81% LGD) affirmed

  SGL-2 Speculative Grade Liquidity rating assigned

Outlook is stable maintained

Ratings Rationale

The Ba3 CFR at EP Energy reflects its large and relatively
diversified assets in some of the most prolific onshore oil basins
in North America. With 2013 production of about 86,100 barrels of
oil equivalent (Boe) per day and total proved reserves of 547.5
million Boe as of December 31, 2013, EP Energy is amongst the
largest Ba3 exploration & production (E&P) companies rated by
Moody's. At current production rates, the total proved reserves
provide 17 years of reserve life, with oil composing 43% of
production and 54% of reserves. The 2013 divestiture of
predominately natural gas assets has accelerated the company's
shift from its traditional natural gas roots, leaving a smaller,
more oil-weighted E&P company in place. Offsetting its large
scale, EP Energy's balance sheet is highly leveraged. As of
December 31, 2013 and pro forma for the repayment of the PIK
toggle notes, Moody's estimates debt to average daily production
was more than $45,000 per Boe. This leverage level is more typical
of low single B rated companies. Moody's believes this ratio will
remain elevated through at least 2015 as the company outspends
cash flow to aggressively develop its Eagle Ford Shale and Permian
Basin acreage. The proved undeveloped ratio of 67% is high and
will require substantial investment to realize the full potential
of the assets, and the aggressive development plan subjects the
company to execution risk.

EP Energy has good liquidity, and Moody's has assigned an SGL-2.
Moody's expect 2014's $2 billion capital budget will generate a
free cash flow deficit of around $700 million. However, the
deficit can be financed by borrowings under EP Energy's committed
$2.5 billion senior secured revolving credit facility. Pro forma
availability including the application of the IPO proceeds as of
December 31, 2013 was over $2.0 billion. The revolver matures in
2017 and requires the company to maintain its ratio of debt to
EBITDAX below 4.75x, with the requirement tightening to 4.5x at
June 30, 2014. We do not expect the covenant to restrict EP
Energy's access to its credit facility. Alternate liquidity is
limited as 80% of EP Energy's assets are mortgaged under the
credit facility.

EP Energy's has a $2.5 billion senior secured first-lien revolving
credit facility, $1.4 billion in senior secured second-lien term
loans and notes, and $2.35 billion in senior unsecured notes.
While the senior secured second-lien claims are rated Ba3, the
same as the CFR, the senior unsecured notes are rated B2, two
notches below the CFR because of the magnitude of the more senior
claims that would prime the unsecured debt in a default scenario..

Moody's have a stable outlook for EP Energy. An upgrade would be
considered if leverage drops below $35,000 per Boe and the ratio
of RCF to debt increases above 30%. Alternatively, if production
increases to above 125,000 Boe per day with an improving leverage
trend, an upgrade would be considered. On the other hand, should
the ratio of debt to average daily production approach $50,000, or
if the ratio of retained cashflow to debt fall below 20%, a
downgrade would be considered.

The principal methodology used in this rating was the Global
Independent Exploration and Production 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.

EP Energy LLC is an independent exploration & production company
based in Houston, Texas.


ERF WIRELESS: Tonaquint Stake at 9.9% as of Jan. 24
---------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Tonaquint, Inc., and its affiliates disclosed
that as of Jan. 24, 2014, they beneficially owned 8,537 shares of
common stock of ERF Wireless, Inc., representing 9.99 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/yGIehY

                         About ERF Wireless

Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.

The Company incurred a consolidated net loss of $3.75 million for
the nine months ended Sept. 30, 2012, as compared with a
consolidated net loss of $2.32 million for the same period a year
ago.  As of Sept. 30, 2013, ERF Wireless had $5.31 million in
total assets, $10.43 million in total liabilities and a $5.12
million total shareholders' deficit.


EXIDE TECHNOLOGIES: Can Employ Robert Keach as Fee Examiner
-----------------------------------------------------------
Exide Technologies sought and obtained approval from the U.S.
Bankruptcy Court to employ Robert J. Keach of the law firm
Bernstein Shur as fee examiner.

The fee examiner will, among other things, provide:

   a. an estimate of the projected fees for the budget period by
      project categories and/or groups of project categories;

   b. a general description of the categories of services expected
      to be performed during the Budget Period; and

   c. a narrative explanation for any significant variation
      expected from the previous Budget Period.

Mr. Keach attests that he is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

Bernstein Shur's rates are:

  Professional                            Rates
  ------------                            -----
  Robert K. Keach, Shareholder            $525
  Michael A. Fagone, Shareholder          $385
  David S. Anderson, Shareholder          $365
  Jennifer Rood, Shareholder              $335
  Maire Corcoran Ragozzine, Associate     $250
  Will Hueske, Associate                  $225
  Timothy McKeon, Associate               $195
  Roma N. Desai, Associate                $185
  Craig Nale, Associate                   $185
  Bodie Colwell, Associate                $185
  Angela Stewart, Paralegal               $155
  Karal Quirk, Paralegal                  $150

The Fee examiner can be reached at:

         Robert Keach, Esq.
         BERNSTEIN SHUR
         100 Middle Street, P.O. Box 9729,
         Portland, ME 04104-5029
         Fax: 207-774-1127
         E-mail: rkeach@bernsteinshur.com

                      About Exide Technologies

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

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

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide's international operations were
not included in the filing and have continued their business
operations without supervision from the U.S. courts.

When it filed for bankruptcy, the Debtor disclosed $1.89 billion
in assets and $1.14 billion in liabilities as of March 31, 2013.
In its formal schedules filed with the Court in August 2013, Exide
listed $1,704,327,521 (plus undetermined amounts) in total assets;
and $988,700,577 (plus undetermined amounts) in total liabilities.

For the 2013 case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.

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


FIFTH & PACIFIC: Completes Sale of Lucky Brand Dungarees
--------------------------------------------------------
Fifth & Pacific Companies, Inc. on Feb. 3 disclosed that it has
completed the sale of Lucky Brand Dungarees, Inc. to an affiliate
of Leonard Green & Partners, L.P. (LGP) for total consideration of
$225 million, with $140 million in cash at closing and the
remaining $85 million financed in the form of a three year,
secured, seller note, subject to certain capital adjustments.  The
seller note can be repaid at any time prior to the end of its
three year term, bears cash interest of $8 million per year, and
provides for interest to accrete as additional principal in the
amount of $5 million per year, resulting in a $100 million maximum
payment obligation at maturity.  Lucky Brand Jeans has also
assumed the proportionate share of the Company's sourcing contract
with Li & Fung in addition to other related Fifth & Pacific
Companies obligations.

In connection with the closing of the acquisition,
Carlos Alberini, formerly Co-Chief Executive Officer of
Restoration Hardware Holdings, Inc., will become the Chairman of
the Board and Chief Executive Officer of Lucky Brand Jeans.
Mr. Alberini is also making a significant equity contribution in
connection with the acquisition of Lucky Brand Jeans.

Fifth & Pacific Companies, Inc. will support the transferred
business through a Transition Services Agreement (TSA) with Lucky
Brand Jeans while Lucky Brand creates a standalone infrastructure.
The TSA is expected to span up to 24 months.

Taken together, the divestitures of Juicy Couture and Lucky Brand
Jeans are expected to result in estimated net proceeds of $370
million to $380 million, which includes the face value of the
seller note in the Lucky Brand transaction.  The aggregate net
proceeds for the two transactions reflect estimated cash
restructuring and other transition costs and charges associated
with the assignment or termination of leases, severance and other
associated transition activities, including estimated costs and
charges previously disclosed.

Centerview Partners and Perella Weinberg Partners advised Fifth &
Pacific Companies, Inc. on this transaction.  Paul, Weiss,
Rifkind, Wharton & Garrison LLP was FNP's legal advisor.  Latham &
Watkins LLP was LGP's legal advisor.

New York-based Fifth & Pacific Companies, Inc. (NYSE: FNP) designs
and markets a portfolio of retail-based, premium, global lifestyle
brands including Juicy Couture, kate spade, and Lucky Brand.  In
addition, the Adelington Design Group, a private brand jewelry
design and development group, markets brands through department
stores and serves jcpenney via exclusive supplier agreements for
the Liz Claiborne and Monet jewelry lines and Kohl's via an
exclusive supplier agreement for Dana Buchman jewelry.  The
Company also has licenses for the Liz Claiborne New York brand,
available at QVC and Lizwear, which is distributed through the
club store channel.  Fifth & Pacific Companies, Inc., maintains a
noncontrolling stake in Mexx, a European and Canadian apparel and
accessories retail-based brand.


FIRST NATIONAL COMMUNITY: To Offer 1.2MM Shares Under 2013 Plan
---------------------------------------------------------------
First National Community Bancorp, Inc., filed with the U.S.
Securities and Exchange Commission a Form S-8 registration
statement to register 1,200,000 shares of common stock for a
proposed maximum aggregate offering price of $9.3 million.  The
Shares will be issued pursuant the 2013 First National Community
Bancorp, Inc., Long-Term Incentive Compensation Plan.  A copy of
the Form S-8 prospectus is available for free at:

                        http://is.gd/TqYLH1

                       About First National

Headquartered in Dunmore, Pa., First National Community Bancorp,
Inc., is a Pennsylvania corporation, incorporated in 1997 and is
registered as a bank holding company under the Bank Holding
Company Act ("BHCA") of 1956, as amended.  The Company became an
active bank holding company on July 1, 1998, when it acquired
ownership of First National Community Bank (the "Bank").  The Bank
is a wholly-owned subsidiary of the Company.

The Company's primary activity consists of owning and operating
the Bank, which provides customary retail and commercial banking
services to individuals and businesses.  The Bank provides
practically all of the Company's earnings as a result of its
banking services.

First National disclosed a net loss of $13.71 million on $37.02
million of total interest income for the year ended Dec. 31, 2012,
as compared with a net loss of $335,000 on $42.93 million of total
interest income in 2011.  The Company's balance sheet at Sept. 30,
2013, showed $978.52 million in total assets, $945.72 million in
total liabilities and $32.79 million in total shareholders'
equity.

                        Regulatory Matters

The Bank is under a Consent Order from the Office of the
Comptroller of the Currency dated Sept. 1, 2010.  The Company is
also subject to a Written Agreement with the Federal Reserve Bank
of Philadelphia dated Nov. 24, 2010.

The Bank, pursuant to a Stipulation and Consent to the Issuance of
a Consent Order dated Sept. 1, 2010, without admitting or denying
any wrongdoing, consented and agreed to the issuance of the Order
by the OCC, the Bank's primary regulator.  The Order requires the
Bank to undertake certain actions within designated timeframes,
and to operate in compliance with the provisions thereof during
its term.  The Order is based on the results of an examination of
the Bank as of March 31, 2009.  Since the examination, management
has engaged in discussions with the OCC and has taken steps to
improve the condition, policies and procedures of the Bank.
Compliance with the Order is monitored by a committee of at least
three directors, none of whom is an employee or controlling
shareholder of the Bank or its affiliates or a family member of
any such person.  The Committee is required to submit written
progress reports on a monthly basis to the OCC and the Agreement
requires the Bank to make periodic reports and filings with the
Federal Reserve Bank.  The members of the Committee are John P.
Moses, Joseph Coccia, Joseph J. Gentile and Thomas J. Melone.

Banking regulations also limit the amount of dividends that may be
paid without prior approval of the Bank's regulatory agency.  At
Dec. 31, 2012, the Company and the Bank are restricted from paying
any dividends, without regulatory approval.


FOX & HOUND: Files Schedules of Assets and Liabilities
------------------------------------------------------
F & H Acquisition Corp. filed with the Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property                        $0
  B. Personal Property          $122,115,200
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $110,476,036
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $12,103,594
                                ------------     ------------
        TOTAL                   $122,115,200     $122,579,631

According to court filings at the onset of the Chapter 11 cases,
outstanding debt obligations total $119 million, including $68.4
million owing on a first-lien loan with General Electric Capital
Corp. as agent.  The $11.2 million second-lien obligation has
Cerberus Business Finance LLC as agent.  Unsecured trade suppliers
and landlords are owed $11.2 million.

                        About Fox and Hound

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

The parent holding company, F&H Acquisition Corp., is based in
Wichita, Kansas.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
local counsel, Olshan Frome Wolosky LLP as general counsel,
Imperial Capital LLC as financial advisor, and Epiq Bankruptcy
Solutions as claims and noticing agent.


FOX & HOUND: U.S. Trustee Appoints 7-Member Creditors Panel
-----------------------------------------------------------
The U.S. Trustee appointed seven members to the official committee
of unsecured creditors in the Chapter 11 cases of F&H Acquisition
Corp.

The Creditors Committee members are:

         1. Gordon Food Services, Inc.
            Attn: Sharon Murphy
            1300 Gezon Parkway SW
            Wyoming, MI 49509
            Tel: 800-905-3017
            Fax: 616-717-7671

         2. Ben E. Keith Company
            Attn: Richard Grasso
            P.O. Box 2628,
            Fort Worth, TX76113
            Tel: 817-877-5700
            Fax: 817-338-1701

         3. Edward Don & Company
            Attn: John Fahey
            9801 Adam Don Parkway
            Woodridge, IL, 60517
            Tel: 708-883-8362

         4. The Coca-Cola Company
            Attn: Joseph Johnson
            P.O. Box 1734
            Atlanta GA, 30313
            Tel: 404-676-4150
                 404-598-4150

         5. GGP Limited Partnership
            Attn: Julie Minnick Bowden
            110 N. Wacker Drive
            Chicago, IL 60606
            Tel: 312-860-2707
            Fax: 312-442-6374

         6. Simon Property Group, Inc.
            Attn: Ronald M. Tucker, Esq.
            225 W. Washington Street
            Indianapolis, IN 46204
            Tel: 317-263-2346
            Fax: 317-263-7901

         7. DDR Corp.
            Attn: Eric C. Cotton
            Esquire, 3300 Enterprise Parkway
            Beachwood, OH
            Tel: 216-755-5660
            Fax: 216-755-1600

                       About Fox and Hound

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

F&H Acquisition Corp. scheduled $122,115,200 in total assets and
$122,579,631 in total liabilities.  According to court filings at
the onset of the Chapter 11 cases, outstanding debt obligations
total $119 million, including $68.4 million owing on a first-lien
loan with General Electric Capital Corp. as agent.  The $11.2
million second-lien obligation has Cerberus Business Finance LLC
as agent.  Unsecured trade suppliers and landlords are owed $11.2
million.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
local counsel, Olshan Frome Wolosky LLP as general counsel,
Imperial Capital LLC as financial advisor, and Epiq Bankruptcy
Solutions as claims and noticing agent.


FOX & HOUND: Can Employ Olshan Frome as Bankruptcy Attorneys
------------------------------------------------------------
F&H Acquisition Corp., et al., sought and obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Olshan Frome Wolosky LLP as their attorneys to advise the Debtors
of their rights and their powers and duties as debtors continuing
to operate and to manage their business under Chapter 11.

Olshan's hourly rates are:

   Partners                            $425 to $760
   Of Counsel                          $510 to $970
   Associates                          $290 to $525
   Paraprofessionals:                  $160 to $270

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

The firm assures the Court that it 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.

During 2013, Olshan has been providing restructuring and other
advice to the Debtors and assisted the Debtors in the preparation
of their Chapter 11 filings.  On account of those services, as of
the Petition Date, Olshan has received approximately $511,839 from
the Debtors on account of services rendered with regard to the
Debtors' restructuring.  In addition, pursuant to the Engagement
Letter, on December 3, 2013, the Debtors paid Olshan $175,000 as a
Chapter 11 retainer.  After applying a portion of the retainer to
the outstanding balance as of the Petition Date, including fees
and expenses associated with the filing of these cases, Olshan
continues to hold a retainer in the amount of $59,467 as security
for postpetition services and expenses in connection with the
Chapter 11 cases.

                       About Fox and Hound

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

F&H Acquisition Corp. scheduled $122,115,200 in total assets and
$122,579,631 in total liabilities.  According to court filings at
the onset of the Chapter 11 cases, outstanding debt obligations
total $119 million, including $68.4 million owing on a first-lien
loan with General Electric Capital Corp. as agent.  The $11.2
million second-lien obligation has Cerberus Business Finance LLC
as agent.  Unsecured trade suppliers and landlords are owed $11.2
million.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
local counsel, Olshan Frome Wolosky LLP as general counsel,
Imperial Capital LLC as financial advisor, and Epiq Bankruptcy
Solutions as claims and noticing agent.

A seven-member official committee of unsecured creditors has been
appointed in the Debtors' cases.


FREDERICK'S OF HOLLYWOOD: Files Rule 13E-3 Transaction Statement
----------------------------------------------------------------
A Rule 13E-3 Transaction Statement was filed with the U.S.
Securities and Exchange Commission pursuant to Section 13(e) of
the Securities Exchange Act of 1934, as amended, by:

   (i) Frederick's of Hollywood Group Inc.;

  (ii) Philip A. Falcone;

(iii) Harbinger Group Inc.;

  (iv) FOHG Holdings, LLC (Parent);

   (v) FOHG Acquisition Corp. (Merger Sub), a wholly owned
       subsidiary of Parent;

  (vi) HGI Funding, LLC;

(vii) Tokarz Investments, LLC;

(viii) TTG Apparel, LLC;

  (ix) Fursa Alternative Strategies LLC;

   (x) Arsenal Group, LLC; and

  (xi) William F. Harley.

The Transaction Statement relates to the Agreement and Plan of
Merger, dated as of Dec. 18, 2013, by and among the Company,
Parent, and Merger Sub.  If the conditions to the closing of the
merger are either satisfied or waived, Merger Sub will be merged
with and into the Company, the separate corporate existence of
Merger Sub will cease and the Company will continue its corporate
existence under New York law as the surviving corporation in the
merger and a wholly owned subsidiary of Parent.  Upon completion
of the Merger, the Common Stock, other than Excluded Shares and
Dissenting Shares, will be converted into the right to receive
$0.27 per share in cash, without interest and less any required
withholding taxes.  Following the completion of the Merger, the
Common Stock will no longer be publicly traded, and holders of the
Common Stock that has been converted will cease to have any
ownership interest in the Company.

Concurrently with the filing of the Transaction Statement, the
Company filed with the SEC a preliminary proxy statement under
Regulation 14A of the Exchange Act, pursuant to which the
Company's board of directors is soliciting proxies from
shareholders of the Company in connection with the Merger.

A copy of the Schedule 13E is available for free at:

                        http://is.gd/uRCyVk

                   About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

Mayer Hoffman McCann expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
company has suffered recurring losses from continuing operations,
has negative cash flows from operations, has a working capital and
a shareholders' deficiency at July 27, 2013.

The Company reported a net loss of $22,522,000 on $86,507,000 of
net sales in 2013, compared with a net loss of $6,432,000 in 2012.
The Company's balance sheet at Oct. 26, 2013, showed
$38.78 million in total assets, $63.42 million in total
liabilities, and a $24.64 million total shareholders' deficiency.


FREEDOM INDUSTRIES: Spill Points to Lack of Data on Water Threats
-----------------------------------------------------------------
Alexandra Berzon, writing for The Wall Street Journal, reported
that soon after a chemical spill contaminated a large West
Virginia water system last month, water-company officials said
they were unfamiliar with the substance and didn't know it was
being stored about a mile upriver from a treatment plant.

According to the report, that information had been filed with the
state annually by the storage facility since at least 2007, but it
wasn't shared with the utility, West Virginia American Water, or
its state regulator. It also wasn't included in a study completed
in 2002, when the federal government required states to perform a
one-time assessment of potential risks to the water supply.

West Virginia is hardly alone, the report said. Interviews with
water-quality and security experts, as well as a review of
documents, show that a 1996 federal program known as "source water
protection" has led to wide disparities in how well the nation's
drinking-water supplies are monitored. A Senate committee hearing
Tuesday is expected to examine those gaps.

"There are a lot of vulnerable and very susceptible water systems
out there," said Chi Ho Sham, a Senior Vice President for the
consultancy firm Cadmus Group Inc., the report cited.  "Because of
resource constraints, not too many are actually doing a lot of
work." Cadmus conducted a 2009 survey on source-water protection
for the Water Research Foundation, which is funded by utilities.

Now, the eyes of the water industry have turned to Charleston,
W.Va., where authorities said a chemical blend known as Crude MCHM
leaked out of a storage tank on Jan. 9 into the nearby Elk River
and then into a water-treatment facility, the report related.
About 300,000 people were left without safe drinking water for
days.

Freedom Industries Inc. ran the storage facility.

                    About Freedom Industries

Freedom Industries Inc., the company connected to a chemical spill
that tainted the water supply in West Virginia, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case
No. 14-bk-20017) on Jan. 17, 2014.  The case is assigned to Judge
Ronald G. Pearson.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

The Debtor estimated assets and debt of $1 million to $10 million.

The petition was signed by Gary Southern, president.


G.S.P. PRECISION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: G.S.P. Precision, Inc.
        2915 Floyd Street
        Burbank, CA 91504

Case No.: 14-12056

Chapter 11 Petition Date: February 3, 2014

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

Judge: Hon. Sandra R. Klein

Debtor's Counsel: Ashley M McDow, Esq.
                  BAKER & HOSTETLER LLP
                  11601 Wilshire Boulevard, Suite 1400
                  Los Angeles, CA 90025
                  Tel: 310-820-8800
                  Fax: 310-820-8859
                  Email: amcdow@bakerlaw.com

Total Assets: $913,922

Total Liabilities: $1.77 million

The petition was signed by Jeffrey I. Golden, receiver.

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


GENERAL MOTORS: Makes More Management Changes
---------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. is shuffling leadership once again, with two
board directors planning to depart later this year and by
appointing two vice presidents to oversee sales of Chevrolet and
Buick in the U.S.

Board member David Bonderman, 71, won't seek re-election at the
company's annual meeting in June, the report said, citing a
federal filing on Feb. 4.  He informed GM of his decision on
Jan. 29.

According to the report, Robert Krebs, 72, will retire
immediately, before the meeting, in accordance with company policy
regarding retirement age. No reason was disclosed for Mr.
Bonderman's exit.

Mr. Bonderman and Mr. Krebs had served on the board since mid-2009
following GM's bankruptcy, the report related.  Last month,
Chairman and Chief Executive Officer Dan Akerson left the company.
Mary Barra took the CEO spot, while Tim Solso is serving as the
company's nonexecutive chairman.

"On behalf of the board, I thank David and Rob for their dedicated
service and significant contributions in building today's GM," Mr.
Solso said in a statement, the report cited.

                     About Motors Liquidation

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

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

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

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


GREEN FIELD ENERGY: May Supplement Scope of Alvarez & Marsal Work
-----------------------------------------------------------------
Green Field Energy Services, Inc. sought and obtained approval
from the U.S. Bankruptcy Court to supplement (i) the scope of
services under which they have retained Alvarez & Marsal North
America LLC and (ii) the list of additional parties as outlined in
the original retention.

The additional duties of the Engagement Personnel will
include/have included the following:

     -- manage the preparation, implementation, negotiation and
        and execution of the Debtors' proposed key employee
        retention plan and key employee incentive plan;

     -- provide assistance regarding certain tax strategies
        and tax-related implications of alternatives under
        consideration by the Debtors; and

     -- perform a review of certain related-party and/or insider
        transactions.

Meanwhile, the U.S. Trustee was slated to convene a meeting of
creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of
Green Field Energy Services, Inc. et al., on Feb. 3, 2014.

                 About Green Field Energy Services

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

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

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

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

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Green Field Energy Services, Inc., et al.

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


GMX RESOURCES: Confirmed Reorganization Plan Takes Effect
---------------------------------------------------------
GMX Resources Inc. is an oil and gas exploration and production
Company with assets in the Williston Basin, Denver Julesburg
("DJ") Basin and East Texas Basin.

On April 1, 2013, the Company filed a voluntary petition (in
re:GMX Resources Inc.)(in re:Debtor)(in re:Case No. 13-11456) for
reorganization under chapter 11 of title 11 of the U.S. Code in
the Bankruptcy Court for the Western District of Oklahoma.  Two of
the Company's subsidiaries, Diamond Blue Drilling Co. and Endeavor
Pipeline Inc., also filed related petitions with the Bankruptcy
Court (Case Nos. 13-11457 and 13-11458, respectively).  The
Company's petition and its subsidiaries' petitions are referred to
herein collectively as the "Bankruptcy Case."

        Chapter 11 Plan of Reorganization Effective Date

The Company on Feb. 3 disclosed that its confirmed Plan of
Reorganization has become effective.  The Plan, which was
confirmed by a Bankruptcy Court order dated January 22, 2014,
reorganizes the Debtors into privately held entities that will not
be listed on any national securities exchange.  The Company
expects to formally terminate the registration of its securities
with the Securities and Exchange Commission early this week.

The reorganization of the Debtors' capital structure under the
Plan reduces the total amount of outstanding indebtedness by
approximately $505,000,000 under four separate indentures.
Secured claims under the senior-most indenture, allowed by the
Bankruptcy Court in the amount of $338,000,000 have been exchanged
for equity interests in Thunderbird Resources Equity Inc.
("Reorganized GMXR") and/or Thunderbird Resources LP ("New GMXR").
All priority non-tax claims have been paid off today or will be
paid as soon as reasonably practical.  General unsecured creditors
received a pro rata share of (1) interests in a creditor trust
created as of the Effective Date; and (2) $1.5 million in cash.
At the option of the Debtors (with certain required consents),
intercompany claims were either reinstated or eliminated, in full
or in part.  As of the Effective Date, all rights and interests of
holders of the Company's common and preferred stock have been
terminated.  Finally, equity interests in the debtor subsidiaries
are now held directly by Reorganized GMXR for the benefit of the
holders of Reorganized GMXR common stock.

The formation of New GMXR and Reorganized GMXR are both effective
as of Feb. 3.  In connection with the Plan, the Company has
contributed all of its assets to New GMXR free and clear of all
liens and encumbrances.  Additional restructuring transactions set
forth in the Plan and any additional transactions determined to be
necessary to an effective reorganization have been completed as of
the Effective Date.  Equity interests in Reorganized GMXR and New
GMXR are subject to certain transfer and other restrictions
pursuant to a Shareholders' Agreement and Agreement of Limited
Partnership that became effective today, as well as the
organizational documents of the reorganized entities.

As of the Effective Date, the Company's debtor-in-possession
credit facility has been converted into a new exit credit
facility.  All cash consideration necessary for the Debtors to
make payments on Effective Date transactions have been obtained
from cash on hand under the new exit credit facility.  Pursuant to
the terms of the credit agreement governing the exit facility, the
reorganized entities may borrow from the new exit credit facility
to support their post-bankruptcy financing needs.

GMXR is an exploration and production company. The company is
currently developing its Bakken and Three Forks oil shale
resources located in the Williston Basin, North Dakota. GMXR's
large natural gas resources are located in the East Texas Basin,
primarily in the Haynesville/Bossier gas shale and the Cotton
Valley Sand Formation; where the majority of GMXR's acreage is
contiguous, with infrastructure in place and substantially all
held by production.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.

GMX filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla.
Case No. 13-11456) on April 1, 2013, so secured lenders can buy
the business in exchange for $324.3 million in first-lien notes.
GMX listed assets for $281.1 million and liabilities totaling
$458.5 million.

GMX missed a payment due in March 2013 on $51.5 million in second-
lien notes.  Other principal liabilities include $48.3 million in
unsecured convertible senior notes.

The DIP financing provided by senior noteholders requires court
approval of a sale within 75 days following approval of sale
procedures. The lenders and principal senior noteholders include
Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors
Inc. and Whitebox Advisors LLC.

David Zdunkewicz, Esq., Timothy A. Davidson II, Esq., and Joseph
Rovira, Esq., at ANDREWS KURTH LLP, serves as the Debtors'
counsel.  Special Local Counsel, Conflicts Counsel and Litigation
Counsel for the Debtors are William H. Hoch, Esq., and Christopher
M. Staine, Esq., at CROWE & DUNLEVY, P.C.

Counsel to Backstop Lenders under DIP Financing and Steering
Committee of Holders of Senior Secured Notes are Brian Hermann,
Esq., and Sarah Harnett, Esq., at PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP.

Counsel to the Unsecured Creditors Committee is Jason Brookner,
Esq., at GRAY REED & MCGRAW P.C.  Gray Reed replaced Winston &
Strawn LLP, effective as of April 25, 2013.  The Committee tapped
Conway MacKenzie, Inc., as financial advisor.

GMX obtained confirmation of its First Amended Joint Plan of
Reorganization on Jan. 22, 2014.  The Plan, as revised, provides
that the senior secured noteholder secured claims will be deemed
allowed for $338 million.  Each holder of a Senior Secured
Noteholder Secured Claim will receive a number of shares of
reorganized GMXR Common Stock with a value equal to the lesser of
(A) 100% of the Face Amount of that Holder's Allowed Senior
Secured Noteholder Secured Claim and (B) the greater of either (i)
27% of the Face Amount the Holder's Allowed Senior Secured
Noteholder Secured Claim or (ii) 4.9% of the outstanding
Reorganized GMXR Common Stock as of the Effective Date.


GOKO RESTAURANT: Santander Entitled to $25,000 From Sale Proceeds
-----------------------------------------------------------------
Bankruptcy Judge Robert J. Faris ruled that the value of Santander
Bank's interest in the proceeds of the sale of GoKo Restaurant
Enterprises LLC's location in Aikahi is $25,000.  The Chapter 7
Trustee for GoKo is directed to disburse that amount to Santander
promptly after Feb. 15, 2014 -- which is two weeks after the
deadline for filing administrative claims -- unless the trustee
files and serves, on or before Feb. 15, 2014, a motion to
surcharge Santander's collateral under Bankruptcy Code Sec.
506(c).

Santander Bank holds a perfected security interest in certain of
GoKo's assets to secure a loan in the original principal amount of
$900,000.  Santander contends that the unpaid principal amount of
the loan as of the petition date was $454,054.

GoKo Restaurant Enterprises operated restaurants at four
locations.  GoKo filed for Chapter 11 bankruptcy (Bankr. D. Hawaii
Case No. 13-00554) on April 5, 2013, listing under $1 million in
both assets and debts.  A copy of the petition is available at
http://bankrupt.com/misc/hib13-00554.pdf The Debtor tapped
Jerrold K. Guben, Esq., and Miranda Tsai, Esq. -- jkg@opglaw.com
and mft@opglaw.com -- at O'Connor Playdon & Guben, LLP, as Chapter
11 counsel.

When GoKo filed its chapter 11 petition, GoKo operated the
restaurants as a franchisee of the Sizzler chain.  Soon after the
filing, GoKo terminated the franchise and began operating the
restaurants under its own name.

GoKo agreed to sell its Aikahi restaurant for a gross sale price
of $145,000.  The assets to be sold were GoKo's leasehold interest
in the restaurant premises, the furniture, fixtures, equipment,
cookware, and related items located at the restaurant, the
applicable liquor license, and certain records and intangibles.

Before the sale motion could be heard, GoKo ran out of money to
pay its rents and other expenses.  It ceased all of its
operations, closed all of the restaurants, and successfully moved
to convert its case to chapter 7.  The chapter 7 trustee elected
to proceed with the Aikahi sale, the court approved it, and the
sale closed.  After delinquent lease rent, sales expenses, and
similar items were paid, there remained net proceeds of $85,991.

The Chapter 7 trustee has liquidated the estate's personal
property at the other three restaurants and paid all of the net
proceeds ($29,983.14) to Santander.

The parties agree on the legal principle that Santander is
entitled to receive that portion of the sale proceeds that are the
proceeds of its collateral. They do not agree, however, on what
portion of the proceeds is attributable to the FF&E, which is
subject to Santander's security interest, and what portion is
attributable to the leasehold, which is not.

Both parties have agreed, however, to waive an evidentiary hearing
and have asked the Bankruptcy Judge to decide the issue on the
existing paper record.

Santander argues that it should receive all of the net proceeds of
the Aikahi sale.

A copy of the Court's Memorandum of Decision dated Jan. 31 is
available at http://is.gd/z5Q8nVfrom Leagle.com.


HDOS ENTERPRISES: Hot Dog on a Stick Restaurants in Chapter 11
--------------------------------------------------------------
HDOS Enterprises, the owner of the popular Hot Dog on a Stick
restaurants, has filed a Chapter 11 bankruptcy petition in U.S.
Bankruptcy Court, Central District of California, Los Angeles
Division.  The company is seeking relief so it can reorganize and
restructure its business.

The company currently operates 93 locations and plans to continue
business as usual during the bankruptcy proceedings.

Significant reductions to its corporate workforce and expenses,
initiatives to grow top-line sales, and numerous programs to
achieve savings from supply chain to store level have been
undertaken over the past year.  In addition to these continuing
efforts, HDOS will be working closely with its landlords to review
and renegotiate leases, the vast majority of which were written at
the height of the real estate bubble.

"Like many mall-based businesses, HDOS signed some very expensive
leases during the booming economy of the mid-2000s," said
Dan Smith, CEO.  "In addition, declining mall foot traffic over
the past several years has had a negative impact on sales at most
company locations.  We've been pursuing new leases in all
locations and the Chapter 11 filing will allow us to do so in a
more effective manner.  The mall business is built around the
relationships and partnerships between tenant and landlord.  We
want to be in malls where the relationship is positive and the
partnership is mutually beneficial."

"The Hot Dog on a Stick brand has been strong and iconic for many
years.  Our initiatives, coupled with the cooperation of our
partners, will allow us to emerge from these bankruptcy
proceedings in a position to thrive well into the future,"
Mr. Smith said.

Media inquiries regarding HDOS' bankruptcy proceedings should be
directed to Dan Smith at 760-930-0456 ext. 333.  Leasehold
inquiries should be directed to Andrew Margolick, A&G Realty
Partners, at 312-454-2857.

                    At least $1 Million in Debt

Stephanie Gleason, writing for Daily Bankruptcy Review, reports
that Hot Dog on a Stick opened its first stand on the beach in
Santa Monica, California, more than six decades ago.

Under the weight of expensive lease agreements executed during the
height of the real estate bubble, the company said Chapter 11
represents its best chance for survival, DBR said, citing
documents filed with the U.S. Bankruptcy Court in Los Angeles.

The company owes somewhere between $1 million and $10 million to
at least 1,000 creditors, according to the filing, and holds
between $10 million and $50 million in assets, U-T San Diego
reported.

HDOS Chief Executive Dan Smith said the company has no immediate
plans to close any stores, but hopes to use the bankruptcy
proceeding as a chance to renegotiate its leases, many of which
were signed at the height of the real estate bubble, U-T San Diego
related.  Hot Dog on a Stick said in court documents that it plans
during its restructuring to reject 21 leases and renegotiate
others, many of which are located in California malls, DBR pointed
out.  The company said it hopes this plan will help landlords
previously unwilling to negotiate "rethink the issue."

                     About Hot Dog On A Stick

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


HDOS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: HDOS Enterprises
           aka Hot Dog on a Stick
           aka Muscle Beach Lemonade and Hot Dog
        1633 Ocean Front
        Santa Monica, CA 90401

Case No.: 14-12028

Type of Business: The Company operates 93 units of the quick-
                  service Hot Dog on a Stick restaurants, known
                  for its corn dogs on a stick and freshly
                  squeezed lemonade.

Chapter 11 Petition Date: February 3, 2014

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

Judge: Hon. Neil W. Bason

Debtor's Counsel: Jerome Bennett Friedman, Esq.
                  FRIEDMAN LAW GROUP, P.C.
                  1900 Ave of the Stars 11th Fl
                  Los Angeles, CA 90067-4409
                  Tel: 310-552-8210
                  Fax: 310-733-5442
                  Email: jfriedman@jbflawfirm.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Dan Smith, president and CEO.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Shamrock Foods Company             Food service         $688,988
P.O. Box 843539
Los Angeles, CA
90084-3539

California State Board             Taxes and other      $285,935
of Equalization                    debts
P.O. Box 942879
Sacramento, CA
94279

Nicholas and Company, Inc.         Food service         $142,890

Hansen Distribution Group          Food service          $64,878

Shin & Kim                         Legal services        $50,871

OKC Maui Owner, LLC                Rent                  $44,341

DPI Specialty Foods                Food service          $37,130

Macerich Westside                  Rent                  $36,456

Van Deusen & Levitt                Marketing services    $35,026

Marnie Purvis                      Wages, slaries &      $34,567
                                   commissions

Westday Associates, LP             Rent                  $34,199

North County Fair LP               Rent                  $33,390

Bibiana Becerril                   Wages, salaries       $31,770
                                   & commissions

West End Partners                  Consulting services   $30,000

Capref Lloyd Center, LLC           Rent                  $28,843

Carlyle ER Metro, LLC              Rent                  $27,803

Laurie Sonia                       Wages, salaries       $27,619
                                   & commissions

Jay B. Kowallis                    Wages, salaries       $26,712
                                   & commissions

Provo Mall LLC                     Rent                  $26,301

Nevada Department of Taxation      Taxes and other       $25,371
                                   debts


HOUSTON MEDICAL INVESTORS: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Houston County Medical Investors, LLC
        200 Renaissance Way
        PO Box 481
        Crockett, TX 75835

Case No.: 14-90032

Chapter 11 Petition Date: February 3, 2014

Court: United States Bankruptcy Court
       Eastern District of Texas (Lufkin)

Debtor's Counsel: Joshua P. Searcy, Esq.
                  SEARCY & SEARCY, P.C.
                  PO Box 3929
                  Longview, TX 75606
                  Tel: 903-757-3399
                  Fax: 903-757-9559
                  Email: jrspc@jrsearcylaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Patrick Walker, managing partner.

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


HUNTINGTON INGALLS: S&P Raises CCR to 'BB'; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Huntington Ingalls Industries Inc. to 'BB' from 'BB-'.
The outlook is stable.

At the same time, S&P affirmed its 'BBB+' issue rating on the
company's unsecured industrial revenue bonds series 1999A due
2024.  Huntington Ingalls Inc. is the obligor of the series 1999A
bonds, and the bonds are guaranteed by a subsidiary of Northrop
Grumman Corp.

The upgrade reflects S&P's expectation that Huntington Ingalls'
increasing EBITDA margins and lower debt levels, including
declining post-retirement obligations, should result in improving
credit metrics over the next two years despite flat revenues.  S&P
believes funds from operations (FFO) to debt improved to about 30%
in 2013 (the company has not yet released its 2013 financial
results) and should improve to 35%-40% by the end of 2015 as a
result of these trends.

S&P's 'BB' rating on Huntington Ingalls is based on its "fair"
business risk and "intermediate" financial risk profile
assessments, which result in an initial analytical outcome
("anchor") of 'bb+'.  S&P applied an unfavorable comparable rating
analysis assessment because the company's profitability continues
to lag behind the rating benchmark, though it has shown
improvement.  In addition, FFO to debt, the core cash flow
leverage ratio, is at the lower end of the "intermediate" range.
This unfavorable assessment causes a one-notch negative impact on
the anchor, resulting in a corporate credit rating of 'BB'.

The "fair" business risk profile reflects Huntington Ingalls'
position as one of only two builders of large ships for the U.S.
Navy and its large backlog, which should provide steady demand for
the next few years.  S&P's assessment also incorporates limited
product and customer diversity and the possible long-term budget
pressures facing military shipbuilders.

The company derives almost all of its revenues from contracts with
the U.S. Navy, producing destroyers, amphibious ships, and nuclear
powered aircraft carriers and attack submarines.  Near-term
revenue visibility is very high, as backlog equates to more than
two years of sales.  The recently passed government fiscal 2014
defense budget was actually somewhat favorable for Huntington
Ingalls, since it restored funding to produce two Virginia class
submarines a year and continues funding for the Ohio class
replacement ballistic missile submarine.  However, the
construction contract for the next aircraft carrier, which was
expected last year, looks like it won't be awarded until late
2014.  The long-term outlook for shipbuilding budgets is less
certain, with the likely return of sequestration in fiscal 2016,
but it may benefit from the U.S. strategic shift to Asia.

Although operating efficiency is a relative weak point, it has
been improving as the company completes problem ships at its Gulf
yards and benefits from operational changes and other efficiency
improvement efforts.  In addition, the company is planning to
close its Avondale shipyard, which will allow it to concentrate
production of destroyers and amphibious ships at its Pascagoula
yard, resulting in more efficient operations.  S&P expects margins
at its more profitable Newport News yard, where it builds nuclear
aircraft carriers and attack subs, to remain at current levels.
EBITDA margins will likely improve to the low teens by 2015 from
about 10% in 2012 due to increasing segment margins and lower
pension expense.

The "intermediate" financial risk profile reflects credit
protection measures that are appropriate for the rating, when
adjusted for the recoverability of significant postretirement and
self-insurance liabilities under government contracts.
Postretirement and self-insurance are allowable costs under
government contracts, which enable Huntington Ingalls to recover
most of these costs over time.  S&P estimates this recovery to be
75% and reduce our standard adjustment for these liabilities by
that proportion to reflect this benefit.  S&P believes that solid
asset returns and an increase in the discount rate used to measure
the liability resulted in a significant decline in the company's
pension liability at the end of 2013.


INTELLICELL BIOSCIENCES: Designates Series F Preferred Stock
------------------------------------------------------------
Intellicell Biosciences, Inc., filed a certificate of
designations, rights and preferences, with the Secretary of State
of the State of Nevada pursuant to which the Corporation set forth
the designation, powers, rights, privileges, preferences and
restrictions of the Series E Preferred Stock.  On Jan. 22, 2014,
the Corporation filed a certificate of correction with the
Secretary of State of Nevada to change the name of the designation
from "Series E Preferred Stock" to "Series F Preferred Stock."

Among other things, each one (1) share of the Series F Preferred
Stock will have voting rights equal to (x) 0.019607 multiplied by
the total issued and outstanding shares of Common Stock eligible
to vote at the time of the respective vote, divided by (y) 0.49,
minus (z) the Numerator.
A copy of the Certificate of Correction is available for free at:

                        http://is.gd/WmDi0b

                   About Intellicell Biosciences

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

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

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


INT'L INDUSTRIAL: Appellate Court Rules Against Pugachev Arrest
---------------------------------------------------------------
The Moscow City Court on Feb. 3 upheld the refusal of the Basmanny
District Court to arrest businessman Sergei Pugachev, a former
Russian senator and founder of International Industrial Bank
(IIB), in absentia.  Investigators allege Mr. Pugachev was
involved in misappropriation of funds and the intentional
bankruptcy of IIB.  In a statement released on Feb. 4,
Mr. Pugachev denies involvement in any wrongdoings.

Lawyers for Pugachev argue that the legal proceedings have been
replete with irregularities, and the wrongful application of law
enforcement agencies to solve commercial disputes, echoing the
experience of high profile Russian businessmen such as
Mikhail Khordorkovsky.

Under Russian law, the charges brought against Mr. Pugachev are
associated with business activities, and recourse for arrest in
absentia is not available.  Despite these provisions, the Basmanny
District Court granted an arrest warrant late last year.  Defense
counsel successfully argued that there were serious problems with
the decision, and the ruling was quashed on appeal. A further
attempt to have the Basmanny Court grant an arrest warrant was
denied in January 2014.  The Moscow City Court's decision on Feb.
4 to uphold the refusal of the lower court highlights once again
the highly irregular manner in which the justice system has been
used in this matter.

The charges against the former politician were met with surprise
by many, given the widely held belief that Mr Pugachev, who served
in the Russian Senate from December 2001 to January 2011, was
close to both former President Boris Yeltsin and to current
President Vladimir Putin.

Speaking for the first time about the matter, Sergei Pugachev
commented:

"In the last few years, law enforcement agencies have become the
main tool for solving commercial disputes in Russia.  Ever since I
left the country, every one of my main domestic assets has been
facing raiding attempts or expropriation.  I have also been on the
receiving end of threats and attempts at extortion.  The
unsubstantiated criminal allegations against me are consistent
with that.

The International Industrial Bank was founded by me more than 20
years ago but after I disposed of my shares over ten years ago, I
no longer had any involvement, let alone control over its
activities.  If its bankruptcy was indeed intentional, it would
have to have been instigated by the Russian Central Bank, which
closely supervised its activities, and the Central Bank's
Chairman."

The case re-ignites the public debate about the Russian justice
system and its impact on doing business in the country, at a time
when Russia is in desperate need of inward investment.  The
pardoning of Mikhail Khordorkovsky late last year and the release
of his business associate Platon Lebedev in January had been
interpreted as signs Russia's authorities were taking steps to
appease international opinion.  The authorities' continued pursuit
of Mr Pugachev, along with his statement made today that his
domestic assets have been subject to raids and attempts at
expropriation, goes against this trend.

In an interview on January 15, 2014 with Radio Ekho Moskvy,
counsel for the defense Aleksandr Gofstein said that
Sergei Pugachev will plead not guilty and the prosecution does not
have sufficient evidence, "The fact is that there was no crime,
and that's why there is no documentary evidence of criminal
activity."

Headquartered in Moscow, International Industrial Bank lends to
commercial and industrial projects run by United Industrial
Corporation, which is affiliated with Sergey Pugachyov, a
businessman and member of the Federation Council of Russia, the
upper chamber of the parliament of the Russian Federation.
Mr. Pugachyov and his family own 81% of IIB.  The bank's senior
managers own the rest.


INTRAWEST RESORTS: S&P Gives 'B' CCR & Rates $25MM Revolver 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Denver-based mountain
resort operator and real estate manager and developer Intrawest
Resorts Holdings Inc. a 'B' corporate credit rating.  The rating
outlook is stable.

In addition, S&P assigned Intrawest Operations Group LLC's
$25 million revolver due 2018 its 'BB-' issue-level rating, with a
recovery rating of '1', indicating S&P's expectation for very high
(90% to 100%) recovery for lenders in the event of a payment
default.

S&P also assigned Intrawest Operations Group LLC's $540 million
first-lien term loan due 2020 and $55 million letter of credit
facility due 2018 its 'B+' issue-level rating, with a recovery
rating of '2', indicating S&P's expectation for substantial (70%
to 90%) recovery for lenders in the event of a payment default.

Intrawest used proceeds from the new term loan, along with cash on
hand and a one-time distribution from affiliate company
Abercrombie & Kent (A&K), to refinance the term debt previously
outstanding at Intrawest Cayman L.P. and to pay for transaction
fees and expenses.

At the same time, S&P raised the ratings on Intrawest Cayman L.P.
to 'B' from 'B-' and removed them from CreditWatch, where they
were placed with positive implications on Nov. 12, 2013.  The
upgrade reflects the improvement in the capital structure of
primary subsidiary Intrawest Resorts Holdings Inc. following the
completion of the previously announced refinancing transaction.

S&P subsequently withdrew its ratings on Intrawest Cayman L.P. at
the request of the company, as the entity will no longer have
rated debt outstanding.

Concurrent with the transaction, affiliates of Intrawest's
majority owner Fortress Investment Group exchanged about
$1.1 billion of a total $1.4 billion in principal and accrued
interest of subordinated debt at Intrawest Cayman L.P., for
additional equity units in Intrawest Cayman L.P.  The additional
equity units allow for a stated preferred return that is to be
paid out before any return to existing common equity units.
Nevertheless, S&P do not view the additional equity units as debt-
like, given there is no stated maturity and it is S&P's
understanding that almost all of the additional equity units will
be allocated to holders of Intrawest Cayman L.P.'s common equity
in roughly the same proportion as the common equity holdings.  In
addition, the remaining $344.5 million (as of Sept. 30, 2013) was
moved from Intrawest Cayman L.P.'s balance sheet to one of the
ultimate owners' subsidiaries and intermediate parent of
Intrawest.

Finally, Intrawest Resorts Holdings Inc. recently became a
publicly traded company through its IPO of stock, which closed and
priced on Jan. 30, 2014.  Intrawest intends to use the proceeds
(approximately $35.1 million) for acquisitions, investments, and
general corporate purposes.  The expected receipt of proceeds does
not affect S&P's rating, given that it do not expect the company
to use proceeds to reduce term debt balances.


INVACARE CORP: Completes Amendment to Credit Agreement
------------------------------------------------------
Invacare Corporation on Feb. 3 disclosed that it has successfully
amended its credit agreement effective January 31, 2014.  The
amended agreement provides the Company with additional flexibility
on its maximum leverage ratio financial covenant through September
30, 2014.

"In partnership with our lenders, we are pleased to have completed
this amendment to our credit agreement.  The Company is actively
managing its capital structure and reducing debt levels as we work
through the phase of the consent decree with the United States
Food and Drug Administration that limits production at our Taylor
Street wheelchair manufacturing facility in Elyria, Ohio.  Over
the first nine months of 2013, we reduced our debt outstanding by
$179.2 million to a total debt outstanding of $58.9 million as of
September 30, 2013.  We are confident that we will successfully
exit this challenging period and begin to regain our custom power
wheelchair market share.  We would like to thank our lenders for
their continued support," said Gerald B. Blouch, President and
Chief Executive Officer.

The new maximum leverage ratio for the first three quarters of
2014 has been increased as compared to the prior credit agreement.
In calculating the Company's EBITDA for purposes of determining
the ratios, the credit agreement amendment also allows the Company
to add back to EBITDA up to $20,000,000 for one-time cash
restructuring charges, representing an incremental increase of
$5,000,000 from prior credit agreement terms.

In order to align its debt capacity and related costs with
anticipated needs, the Company also has reduced its revolving
credit facility to $100,000,000 from $250,000,000 through the
October 2015 maturity date of the facility.

The Company will file a Form 8-K with the United States Securities
and Exchange Commission relating to the amendment, which will
include a copy of the amendment and further information regarding
its terms.

Headquartered in Elyria, Ohio, Invacare Corporation --
http://www.invacare.com-- engages in the manufacture and
distribution of innovative home and long-term care medical
products that promote recovery and active lifestyles.  The Company
has 5,400 associates and markets its products in approximately 80
countries around the world.


ISABELLA REALTY: In Receivership; June 9 Claims Bar Date Set
------------------------------------------------------------
An Order Appointing Permanent Receiver was entered by the
Providence (Rhode Island) County Superior Court in the matter,
Jeffrey A. Tahlmore, Petitioner, vs. Isabella Realty, LLC,
Respondent. P.M. No. 13-6349, on January 24, 2014.

The Order appointed Richard L. Gemma, Esq., as Permanent Receiver
of Isabella Realty, LLC d/b/a Gavin's Pub, and specified that the
Receiver was to give a $10,000 Surety Bond, with respect to the
faithful performance of the duties conferred upon the Receiver.

All creditors or other claimants of Gavin's Pub are ordered to
file under oath with the Receiver on or before June 9, 2014, a
statement setting forth their claims.

The commencement, prosecution, or continuance of the prosecution,
of any action, suit, arbitration proceeding, hearing, or any
foreclosure, reclamation or repossession proceeding, or any other
proceeding against the Respondent or any of its property, are
restrained and enjoined until further Court Order.

The Receiver may be reached at:

     Richard L. Gemma, Esq.
     Wieck DeLuca & Gemma Incorporated
     56 Pine Street, Suite 700
     Providence, Rhode Island


JENSEN-BYRD: 3 Lots at Lucky Lands Subdivision to Be Sold March 12
------------------------------------------------------------------
Alaska Pacific Bank, as judgment creditor, will sell Lots 12, 13
and 14, Lucky Lands Subdivision, located at 25 and 26 State Dock
Road, Gustavus, Alaska 99826, 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 $1,094,584 in
obligations owing to Alaska Pacific Bank, together with any
additional interest, attorney fees, costs and expenses incurred.

The sale is made pursuant to a Judgment and Order of Sale, 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.

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.

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.  The judgment creditor,
the process server, its agents and attorney make no warranties or
representations of any nature, either express or implied as to the
condition of the property, status of title, or the amount, nature
or effect of any lien or encumbrance which now affects or has ever
affected the property to be sold, including but not limited to the
rights of tenants in possession, if any.

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.

Any questions regarding the sale should be directed to the
attorney for Alaska Pacific Bank:

     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, at (907) 790-7150.


JEWEL ASSOCIATES: Angel's Deli Seeks to Foreclose on Lot Property
-----------------------------------------------------------------
Angel's Deli, RIGP of 54 East Main St, West Warwick, RI 02893,
filed a "Petition To Foreclose Right Of Redemption" with the
Superior Court in the state of Rhode Island, against Ramon Acosta;
Ramon Acosta, Trustee Zajac Family Irrevocable Trust; Welby Law
Offices; Jewel Associates; RI Division of Taxation; City of
Providence, Dept of Inspections & Standards, to foreclose all
rights of redemption from the lien proceedings in and concerning a
certain parcel of land situated in the County of Providence and in
said State of Rhode Island and Providence Plantations.  The
property address is 21-23 Croyland Rd Plat 48 Lot 732 Providence,
RI.

Attorney for the Petitioner:

     Steven A. Murray, Esq.
     PO Box 954
     Coventry, Rl 02816
     Tel: (401) 390-1410

Parties who intend to make any objection or defense to the
petition must file a written appearance and an answer under oath,
setting forth clearly and specifically the objections or defense
to each part of the petition, in the office of the Superior Court
in Providence on or before the 20th day after receipt of the
citation.  Unless an appearance is filed by any interested
parties, a default will be recorded, the petition will be taken as
confessed, and interested parties will be forever barred from
contesting the petition or any decree judgment entered thereon.


JOHNNY LINGBANAN: Judge Wants More Docs on Vallejos' Claim
----------------------------------------------------------
In the Chapter 11 case of Johnny Lusnong Lingbanan and Victoria
Mendoza Lingbanan, the Bankruptcy Court in Oakland, California, on
Jan. 15, 2014, held a hearing on the debtors' Objections to Claim
Nos. 19 and 20 filed by Emiliano Vallejo and Lucita Vallejo.  The
Objections were brought on grounds that no supporting
documentation was provided with either claim.  The Vallejos
appeared at the hearing.  Matthew Metzger, Esq., appeared on
behalf of the debtors and the estate.

Bankruptcy Judge William J. Lafferty, III, noted that although no
opposition to the Objections had been filed, and the notice and
service of the Objections appeared proper under Bankruptcy Local
Rule 9014, there existed a dispute regarding the validity and
appropriate disposition of these claims.  The Court allowed the
claimants one week in which to file amended proofs of claim,
respectively, that would include supporting documentation
necessary to determine the validity of any claim.  The claimants
responded by filing new proofs of claim on Jan. 21, 2014, which
the Court is prepared to treat as amended versions of timely filed
claims.  Emiliano Vallejo filed Claim No. 25 and Lucita Vallejo
filed Claim No. 24.

On Jan. 29, 2014, a second hearing was held.

The Court noted that although the claims, as amended, provided
some documentation going to the general background of events
concerning wage disputes between the former employer, debtors, and
former employees, claimants, nothing within these documents
provided the Court a factual basis on which to determine the
amount or validity of the claims and merits of the debtors'
Objections.  As a result, the Court cannot presently determine
whether either Objection is properly sustained or, in the
alternative, whether either claim should be allowed and for what
amount.

In a Feb. 3, 2014 Memorandum available at http://is.gd/3PUEcEfrom
Leagle.com, the Court directed the Vallejos no later than Feb. 14,
2014, to each file a statement with the Court and provide a copy
to debtors' counsel.  Each statement must include:

     (1) A statement of the facts in support of a claim against
         the debtors' bankruptcy estate -- for example, the
         number of hours worked but not paid or the amount of
         overtime worked but not paid, and when such work was
         performed.  The clear computation of amounts should
         be included, along with any plainly stated narrative
         that is necessary.

     (2) Any documentary evidence in support of the statement.
         If no relevant documentation exists, claimants may
         include declarations, signed under penalty of perjury,
         in which they set forth specific alleged facts.

After these statements are filed, the matter will be taken under
further submission and the Court will notify the parties should
any further hearing be necessary.

Johnny Lusnong Lingbanan and Victoria Mendoza Lingbanan filed a
joint Chapter 11 petition (Bankr. N.D. Calif. Case No. 11-73169)
in Oakland on Dec. 19, 2011.


KRAEMER-SHOWS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kraemer-Shows Oilfield Services, LLC
        118 Board Road
        Lafayette, LA 70508

Case No.: 14-50108

Chapter 11 Petition Date: February 3, 2014

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Judge: Hon. Robert Summerhays

Debtor's Counsel: William C. Vidrine, Esq.
                  VIDRINE & VIDRINE
                  711 West Pinhook Road
                  Lafayette, LA 70503
                  Tel: (337) 233-5195
                  Email: williamv@vidrinelaw.com

Total Assets: $2.82 million

Total Liabilities: $5.96 million

The petition was signed by Eugene Kraemer, manager, member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/lawb14-50108.pdf


KRATON PERFORMANCE: S&P Revises Outlook to Pos. & Affirms 'B+' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Kraton
Performance Polymers Inc. to positive from stable.  At the same
time, S&P affirmed its 'B+' corporate credit rating on the company
and its 'B' issue-level rating on the company's unsecured debt.
The recovery rating on the unsecured debt remains '5', indicating
S&P's expectation of modest (10% to 30%) recovery in the event of
a payment default.

"The positive outlook reflects our estimation that there is at
least a one in three probability of a rating upgrade arising from
the proposed combination of Kraton's assets with LCY Chemical
Corp.'s sytrenic block copolymers [SBC] assets," said Standard &
Poor's credit analyst Pranay Sonalkar.  S&P believes significantly
higher earnings from the combination and the absence of new debt
could contribute to a strengthening of Kraton's financial risk
profile.  S&P expects the company's business risk could
potentially benefit from enhanced operating efficiency and better
geographic diversity, offset in part by its significant
concentration in USBCs.  S&P's rating action also factors in
uncertainty related to the timing and nature of the combination.
S&P anticipates based on the company's announcement that the
transaction will close at year-end 2014.

S&P's ratings on Kraton reflect its assessment of the company's
"weak" business risk profile and "aggressive" financial risk
profile.  The company is narrowly focused on styrenic block
copolymers (SBCs), vulnerable to sharp raw material cost
fluctuations, and exposed to cyclical and seasonal demand patterns
for products serving roofing, paving, auto, and electronics
markets.  These negative factors are balanced by Kraton's ongoing
efforts to maintain favorable pricing relative to raw material
cost fluctuations, good end-market and geographic diversification,
and improved operating efficiency in recent years.

The positive outlook reflects S&P's view that the proposed
combination of Kraton with LBY's SBC assets will result in a
stronger financial risk profile as no new debt will be incurred
but the combined company will benefit from higher earnings.  S&P
also expects the company's business risk position to benefit from
improved operating efficiency and better geographic diversity,
which is offset in part by its significant concentration in USBCs.
In addition, S&P expects that the construction of the plant at the
joint venture will continue as planned and remain within budget.
S&P expects debt levels at Kraton to remain relatively stable
except for increases associated with debt at the Taiwan joint
venture.  Additionally, S&P's assessment of adequate liquidity for
the company mitigates risk.

S&P could raise the rating if the transaction closes as planned
and S&P's assumptions for no increase in debt or liabilities and a
meaningful increase in earnings are borne out.  For a one-notch
upgrade S&P would require operating cash flow to debt of at least
15% and leverage below 4x.

S&P could lower the rating if profitability were to decline
following the close of the transaction such that operating cash
flow to debt dropped to less than 10% and leverage exceeded 5x.
S&P could also lower the rating if the company faced unexpected
challenges at the Formosa joint venture.


KRONOS WORLDWIDE: Fitch Affirms 'BB-' IDR & Alters Outlook to Neg.
------------------------------------------------------------------
Fitch Ratings has affirmed and revised the Ratings Outlooks for
the 'BB-' Issuer Default Ratings (IDRs) for Kronos Worldwide, Inc.
(NYSE: KRO) and Kronos International, Inc. to Negative from
Stable.

The rating action follows weaker than expected earnings in 2013
and the possibility of weak operating cash flows for 2014. Fitch
had expected operating EBITDA of at least $75 million for the year
compared to a preliminary 2013 Adjusted EBITDA loss of $38
million. Fitch had expected cash flow from operations (CFO) to
exceed $90 million in 2013, which is likely to have been exceeded
with liquidation of working capital.

Key Ratings Drivers:

Fitch's ratings reflect the company's solid market position (Top 5
globally) in the titanium dioxide (TiO2) industry, adequate
liquidity, and modest debt levels combined with earnings
volatility in the TiO2 industry.

TiO2 is used in pigments to provide whiteness, brightness, opacity
and durability. The industry is fairly concentrated with 58% of
the global market accounted for by the top five manufacturers. The
titanium feedstock industry is also highly concentrated with the
top three producers accounting for about 63% of supply.

The TiO2 market has been in a destocking phase which resulted in
lower capacity utilization and weak earnings as producers sell
excess inventory and move high-cost raw materials through cost of
goods sold. In particular, Kronos Worldwide operated at 90.1%
capacity utilization in 2013 versus 85% in 2012 and 100% in 2011.

Guidance:
The resolution of the lock-out in Canada should allow operations
to approach full capacity in 2014. In its Jan. 30, 2014
announcement, the company stated that if 2013 results reflected
the company's current cost of third-party feedstock ore procured,
Adjusted EBITDA would have been approximately $218 million higher
than amounts expected to be reported.

The company announced that its average TiO2 selling prices in the
fourth quarter of 2013 (4Q'13) are expected to be 1% higher than
3Q'13 but 10% lower than 4Q'12.

Expectations:
Fitch expects capital expenditures and dividends to aggregate $135
million per annum. Scheduled debt maturities through 2018 largely
comprise the $20 million per annum due under the Contran
Corporation loan. In its announcement, the company stated that it
was exploring the possibility of accessing the debt capital
markets. Fitch expects maximum borrowings of $300 million.

Fitch had expected EBITDA to return to at least $150 million per
annum with positive free cash flow after 2013. The Negative Rating
Outlook reflects the possibility that free cash flow generation
will be challenged.

Adequate Liquidity:
At Sept. 30, 2013, cash on hand aggregated $59.8 million - the
bulk of which was held by non-U.S. subsidiaries.

The $125 million, five-year asset based revolver is secured by
receivables and inventory in North America. The facility has a 1:1
minimum fixed charge covenant at such times as availability is
less than 10% but no other maintenance financial covenants. The
facility was drawn in 2013 to repay the term loan and at Sept. 30,
2013, $46.2 million was outstanding and $56.6 million was
available. The facility matures in 2017.

The Eur120 million revolver at Kronos International is secured by
the accounts receivable and inventory of the borrowers (operating
subsidiaries). The facility currently expires in September 2017
and has a net secured debt-to-EBITDA maximum of 0.7x and net debt-
to-equity minimum of 0.50 to 1 which is calculated at the
operating subsidiary level. At Sept. 30, 2013, the facility was
undrawn. The facility tends to be drawn seasonally with borrowings
repaid in the third quarter.

In 2013, the company borrowed $190 million on an unsecured basis
from its ultimate parent, Contran Corporation. The loan amortizes
at $5 million per quarter with the balance due in June 2018. At
Sept. 30, 2013, $175 million was outstanding.

Rating Sensitivities:

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

-- Expectation of sustained leverage above 3x;
-- Negative free cash flow after dividends.

Positive: Not anticipated over the next 12 months but future
developments that may lead to a positive rating action include:

-- Diversification of earnings from TiO2.

Fitch affirmed the ratings of Kronos Worldwide, Inc.as follows:

-- Issuer Default Rating (IDR) at 'BB-';
-- ABL Revolver at 'BB+'.

Fitch affirmed the ratings of Kronos International, Inc.as
follows:

-- IDR at 'BB-';
-- Senior secured revolving credit facility at 'BB+'.

The Rating Outlook is revised to Negative.


LEE ENTERPRISES: To Refinance $175 Mil. of Second Lien Debt
-----------------------------------------------------------
Lee Enterprises, Incorporated on Feb. 3 disclosed that it has
reached agreement with a group of lenders to refinance its $175
million of second lien debt with a new $200 million facility,
extending maturities from April 2017 to December 2022.

The refinancing will reduce the interest rate of Lee's second lien
debt to 12% from 15% and is expected to close within 60 days.

Mary Junck, chairman and chief executive officer, said: "This
agreement both lowers our interest cost and gives us an even
longer runway to continue reducing debt aggressively.  We are now
setting our sights on refinancing our first lien debt and expect
another successful outcome."

Carl Schmidt, Lee vice president, chief financial officer and
treasurer, said lenders in the second lien refinancing will
receive warrants to purchase a total of 6 million shares of Lee
common stock, which will represent, after full issuance,
approximately 10.1% of shares outstanding.  The exercise price per
share will be market-based, at the lower of $4.19 or the volume-
weighted average trading price for the 10 days immediately prior
to closing, minimizing dilution to current stockholders.  He said
the warrants, when exercised, are expected to provide an
additional source of funds for debt reduction or other corporate
purposes.

Mr. Schmidt said the amount of the second lien debt can be reduced
without penalty within 90 days after closing by up to $75 million,
potentially reducing the outstanding second lien debt to as low as
$125 million if a refinancing of first lien debt provides
sufficient funding for any such prepayment.

The current second lien debt totals $175 million.  The current
first lien debt totals $600 million and matures in December 2015.
Lee's current long-term debt also includes a balance of $53
million of Pulitzer Notes issued to a subsidiary of Berkshire
Hathaway, maturing in April 2017.

Mr. Schmidt said that under the new second lien agreement, excess
cash flows of Lee's Pulitzer subsidiary may be used, first, to
reduce the outstanding amount of the Pulitzer Notes, second, to
pay obligations under the new second lien agreement, and third,
for a three year period, to pay amounts under the first lien
agreement.  Voluntary prepayments under the new second lien
agreement otherwise will be subject to call premiums that step
down to zero over a five-year period.  Collateral under the new
agreement will be substantially identical to the existing second
lien facility.

JPMorgan Securities LLC and Deutsche Bank Securities Inc. are
acting as joint lead arrangers and joint bookrunners for the new
second lien agreement.

                     About Lee Enterprises

Lee Enterprises, Incorporated, headquartered in Davenport, Iowa,
publishes the St. Louis Post Dispatch and the Arizona Daily Star
along with more than 40 other daily newspapers and about 300
weekly newspapers and specialty publications in 23 states.
Revenue for the 12 months ended December 2010 was $780 million.
The Company has 6,200 employees, with 4,650 working full-time.

Lee Enterprises and certain of its affiliates filed for Chapter 11
(Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a
prepackaged plan of reorganization.  The Debtor selected Sidley
Austin LLP as its general reorganization and bankruptcy counsel,
and Young Conaway Stargatt & Taylor LLP as co-counsel; The
Blackstone Group as Financial and Asset Management Consultant; and
The Debtor disclosed total assets of $1.15 billion and total
liabilities of $1.25 billion at Sept. 25, 2011.

Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition
Agent, is represented in the Debtors' cases by Sandeep "Sandy"
Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher &
Bartlett LLP.

Certain Holders of Prepetition Credit Agreement Claims, Goldman
Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master
Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and
Blackwell Partners, LLC have committed to acquire up to a maximum
amount of $166.25 million of loans under a New Second Lien Term
Loan Facility pursuant to the Reorganization Plan.  This
commitment also includes the potential payment of up to $10
million as backstop cash to Reorganized Lee Enterprises to acquire
the loans.  The Initial Backstop Lenders are represented by
Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed,
Hadley & McCloy LLP.

On Jan. 23, 2012, Lee Enterprises, et al., won confirmation of a
second version of their prepackaged Chapter 11 reorganization
plan.  Lee Enterprises declared the prepackaged plan effective on
Jan. 30.


LEXICO RESOURCES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lexico Resources International Corporation
        58 E 100 North 83-11
        Roosevelt, UT 84066

Case No.: 14-50160

Chapter 11 Petition Date: February 3, 2014

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: Stephen R Harris, Esq.
                  HARRIS LAW PRACTICE LLC
                  6151 Lakeside DR, Ste 2100
                  Reno, NV 89511
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  Email: steve@harrislawreno.com

Total Assets: $148,854

Total Liabilities: $1.32 million

The petition was signed by Craig K. Phillips, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb14-50160.pdf


LOEHMANN'S INC: A&G Realty Retained to Manage Sale of Store Leases
------------------------------------------------------------------
A&G Realty Partners, a commercial real estate, advisory and
investment group, on Feb. 3 disclosed that it has been retained by
real estate company Madison Capital to manage the sale of the 39
Loehmann's retail store leases, following the company's recent
Chapter 11 bankruptcy filing.  Madison acquired the Loehmann's
Lease Designation Rights.

A&G Realty is currently accepting bids to acquire the leases,
which range from 15,000 to 60,000 square feet and average 25,000
square feet in key retail locations in California, New York, New
Jersey, Florida, Connecticut, Washington DC, Georgia, Illinois,
Maryland, Michigan, Texas, and Virginia.

"The leases are the property of Madison Capital," said
Michael Jerbich, Principal of A&G Realty Partners.  "Retailers
have the opportunity to take over the leases by either acquiring
the rights from Madison outright or can offer to sublease the
space from Madison.  These leases are exceptional retail
opportunities with interest from many national and local
retailers."

"The leases have significant value," said Richard Wagman, Managing
Partner of Madison Capital.  "The portfolio includes many dynamic
retail markets throughout the country with unique opportunities
such as La Cienega Beverly Hills, Sutter Street San Francisco,
Chelsea New York and Paramus New Jersey."

Loehmann's, Inc. is a specialty retailer of well known designer
and brand name women's and men's fashion apparel, accessories and
shoes at prices that are typically 30% to 65% below department
store prices.  Loehmann's operates 44 stores in major metropolitan
markets located in 17 states.


M.A.R. REALTY: Court Okays Hiring of Garcia Arregui as Attorneys
----------------------------------------------------------------
M.A.R. Realty Corp. Inc. sought and obtained authorization from
the U.S. Bankruptcy Court for the District of Puerto Rico to
employ Garcia Arregui & Fullana PSC as attorneys.

The Debtor requires Garcia Arregui to:

   (a) advise the Debtor with respect to its duties, powers and
       responsibilities in this case under the laws of the U.S.
       and Puerto Rico in which the Debtor in possession conducts
       its operations, do business, or is involved in litigation;

   (b) advise the Debtor in possession with the determination
       whether reorganization is feasible and, if not helping
       debtor in the orderly liquidation of its assets;

   (c) assist the Debtor with respect to negotiations with
       creditors for the purpose of arranging the orderly
       liquidation of assets and for proposing a viable plan of
       reorganization;

   (d) prepare on behalf of the Debtor the necessary complains
       answer, order, reports memoranda of law under, or any other
       legal document;

   (e) appear before the bankruptcy court, or any other court in
       which the Debtor asserts a claim interest or defense
       directly or indirectly related to this bankruptcy case; and

   (f) perform other legal services for Debtors as may be required
       in these proceedings or in connection with the operation of
       and involvement with the Debtor's business, including but
       not limited to notary services.

Garcia Arregui will be paid at these hourly rates:

       Isabel M. Fullana, partner       $250
       Associates                       $175
       Paralegal                        $90

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

Garcia Arregui received a retainer in the amount $10,000 plus
$1,213 to cover filing fees, which was paid by the Debtor.

Isabel M. Fullana, partner of Garcia Arregui, 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.

Garcia Arregui can be reached at:

       Isabel M. Fullana, Esq.
       GARCIA ARREGUI & FULLANA P.S.C.
       252 Ponce de Leon Ave., Suite 1101
       Hato Rey 00918
       Tel: (787) 766-2530
       Fax: (787) 756-7800
       E-mail: isabelfullana@gmail.com

                      About M.A.R. Realty

M.A.R. Realty Corp. filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 13-09752) on Nov. 25, 2013.  Edwin Ramos signed the
petition as president.  The Debtor disclosed $11.16 million in
total assets and $10.14 million in total liabilities.  Isabel M
Fullana, Esq., at Garcia Arregui & Fullana PSC serves as the
Debtor's counsel.  Hon. Mildred Caban Flores presides over the
case.


MACROSOLVE INC: Touts Developments to Shareholders
--------------------------------------------------
MacroSolve, Inc., has issued a letter to shareholders providing
updates on significant developments at the Company, including:

   * The strategy of MacroSolve to continue patent enforcement
     litigation while providing patent and advisory services to
     highly-selective candidate companies;

   * An update on litigation proceedings, including the Markman
     hearing that was held in September 2013.  On Jan. 21, 2014,
     the United States District Court for the Eastern District of
     Texas issued its patent claim construction ruling;

   * The Company's view on the recently-issued Markman Order,
     which is that the ruling is consistent with MacroSolve's
     position in the litigation and is favorable to the strength
     of its case; and

   * The Company's cost structure remains low and revenues from
     mobile app advisory services are encouraging.

Shareholders and prospective investors may view the letter in full
at http://is.gd/uflCDB

                       About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

The Company's balance sheet at Sept. 30, 2013, showed $1.49
million in total assets, $1.01 million in total liabilities and
$476,842 in total stockholders' equity.

Macrosolve, Inc., incurred a net loss of $1.77 million in 2012,
a net loss of $2.53 million in 2011 and a net loss of $1.92
million in 2010.


MJC AMERICA: Hires David A. Tilem as General Bankruptcy Counsel
---------------------------------------------------------------
MJC America, Ltd. asks authorization from the U.S. Bankruptcy
Court for the Central District of California to employ the Law
Offices of David A. Tilem ("TILEM") as general bankruptcy counsel,
nunc pro tunc to the Dec. 10, 2013, petition date.

The Debtor requires TILEM to:

   (a) complete its schedules and statement of financial affairs;

   (b) satisfy its reporting requirements to the Office of the
       U.S. Trustee, particularly in preparing the 7-Day Package;

   (c) appear before the Court in the prosecution of various
       motions, including those seeking employment of
       professionals, assumption or rejection of unexpired leases
       or executory contracts, and for leave to use, sell or lease
       property of the estate pursuant to Section 363;

   (d) respond to any motions which may be filed by creditors;

   (e) analyze proofs of claim and file objections if necessary;

   (f) prepare and obtain approval of a disclosure statement;

   (g) prepare and obtain confirmation of a plan of
       reorganization;

   (h) address or respond to other matters which may arise during
       the bankruptcy case; and

   (i) prosecute adversary proceedings, such as those required to
       avoid transfers under Chapter 5 of the Bankruptcy Code.

TILEM professionals working on the Debtor's case will be paid at
these hourly rates:

       Attorneys
       ---------
       David A. Tilem             $500
       Silvia S. Lew              $400
       Michael Avanesian          $350

       Of Counsel
       ----------
       R. Teri Lim,               $350
       Keven S. Lacey             $450
       Barry R. Wegman            $450
       Patrick M. Hunter          $400

       Para-Professionals
       ------------------
       Malissa L. Murguia         $150
       Diana Chau                 $100
       Joan Fidelson              $75

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

Prior to the filing of this Chapter 11 case, TILEM was retained
March 29, 2013, to represent the Debtor in settlement
negotiations.  The Debtor paid TILEM a total of $3,550 for these
services.  TILEM billed the Debtor a total of $2,329 for the
settlement negotiations, leaving a balance of $1,221.

On or around Nov. 8, 2013, the Debtor retained TILEM to file a
Chapter 11 case.  The Debtor paid TILEM a total retainer of
$100,000 in addition to any unused retainer from prior services.
The Debtor paid TILEM with company funds.

The Debtor paid TILEM in two installments.  The first installment
of $25,000 was paid in full prior to the commencement of
bankruptcy related preparation services.  The second installment
of $75,000 was paid in full prior to the petition date.

David A. Tilem, principal of TILEM, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

The Court for the Central District of California will hold a
hearing on the application on Feb. 20, 2014, at 8:30 a.m.

TILEM can be reached at:

       David A. Tilem, Esq.
       LAW OFFICES OF DAVID A. TILEM
       206 N. Jackson Street, Suite 201
       Glendale, CA 91206
       Tel: (818) 507-6000
       Fax: (818) 507-6800
       E-mail: DavidTilem@TilemLaw.com

MJC America, Ltd., doing business as Soleus Air System --
http://www.soleusair.com/-- which sells Soleus-branded air
conditioners and heaters in the U.S., filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los
Angeles on Dec. 10, 2013.

MJC disclosed $14.0 million in total assets and $15.9 million in
liabilities in its schedules.  Accounts receivable of $9.22
million and inventory of $4.12 million comprise most of the
assets.  East West Bank has a scheduled secured claim of
$2.1 million on a line of credit, and Hong Kong Gree Electric
Appliances Sales, Ltd., is owed $4.07 million, but only $288,000
is secured.


MOONLIGHT APARTMENTS: Has Until Feb. 13 to File Defective Docs
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas directed
Moonlight Apartments, LLC, to file on or before Feb. 13, 2014,
missing or defective documents or the Chapter 11 case will be
dismissed.

Moonlight Apartments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Kansas Case No. 14-20172) in Kansas City on Jan. 28,
2014.  The Overland Park, Kansas-based company estimated $10
million to $50 million in assets and debt.

The Debtor is represented by attorneys at Jochens Law Office,
Inc., in Kansas City.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due May 28, 2014.  The schedules of
assets and liabilities, statement of financial affairs and other
documents are due Feb. 11, 2014.


MOONLIGHT APARTMENTS: Section 341(a) Meeting Set on March 3
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Moonlight
Apartments, LLC, will be held on March 3, 2014, at 10:00 a.m. at
KC Room 173.

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.

Overland Park, Kansas-based Moonlight Apartments, LLC, filed a
Chapter 11 bankruptcy petition (Bankr. D. Kansas Case No. 14-
20172) in Kansas City on Jan. 28, 2014.  James L. Wasko signed the
petition as managing member.  The Company estimated $10 million to
$50 million in assets and debt.  The Debtor is represented by
attorneys at Jochens Law Office, Inc., in Kansas City.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due May 28, 2014.  The schedules of
assets and liabilities, statement of financial affairs and other
documents are due Feb. 11, 2014.


MORNINGSTAR MARKETPLACE: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Morningstar Marketplace, LTD
        5309 Lincoln Highway West
        PO Box 364
        Thomasville, PA 17364

Case No.: 14-00451

Type of Business: Flea Market

Chapter 11 Petition Date: February 3, 2014

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Hon. Mary D France

Debtor's Counsel: Robert L Knupp, Esq.
                  SMIGEL, ANDERSON & SACKS, LLP
                  4431 North Front St., 3rd Flr.
                  Harrisburg, PA 17110
                  Tel: 717 234-2401
                  Fax: 717 234-3611
                  Email: pmcbride@sasllp.com

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The petition was signed by Andrew W. Lentz, general partner.

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


NATIONAL BANK OF CANADA: Moody's Rates C$350MM Shares 'Ba1(hyb)'
----------------------------------------------------------------
Moody's assigned a rating of Ba1(hyb) to National Bank of Canada's
(NBC, Aa3 Stable, C/a3 stable) 4.10% CAD350 million Basel III
compliant NVCC rate reset preferred shares series 30. Proceeds
from the issuance will be used for general corporate purposes. The
NVCC preferred shares provide loss absorption as they are subject
to automatic conversion into common shares, based on a
predetermined conversion formula, at the point of non-viability,
as defined by the Office of the Superintendent of Financial
Institutions Canada (OSFI), subject to regulatory discretion. This
incremental loss absorption feature is credit positive for holders
of senior securities of NBC, as a layer of loss absorbing
securities will reduce the risk of losses incurred higher in the
capital hierarchy if the bank gets into financial distress.

Ratings Rationale

The rating is positioned 4 notches below the a3 adjusted baseline
credit assessment (adjusted BCA) of NBC, in line with Moody's
standard notching guidance for contractual non-viability preferred
securities. An additional notch is added relative to the notching
for legacy Canadian non-cumulative preferred shares (currently 3
notches below adjusted BCA) to capture the potential uncertainty
related to the timing of loss absorption.

Moody's expect the market for Canadian Basel III-compliant
Additional Tier 1 (AT1) preferred shares to eventually reach in
excess of CAD20 billion, based upon 1.5% of the largest Canadian
banks' risk weighted assets (RWA). OSFI guidelines will require
all domestic systemically important banks (D-SIBs) to maintain
minimum Common Equity Tier 1 (CET1,excluding AT1) of 8% and total
Tier I Capital (CET1 plus AT1) of 9.5% (in each case of RWAs) when
fully phased-in. Moody's expects that not all of the incremental
Tier I requirement above 8% will be held as contractual non-
viability preferred shares, as banks will likely hold a "buffer"
of CET1 which will count towards the total 9.5% requirement.
However, to the extent that NVCC preferred shares can be issued
more cheaply than common stock, Moody's expect that banks will
likely optimize the most cost-effective Tier I securities they can
while maintaining prudent common equity levels. This supports our
expectations for a pickup in Canadian AT1 issuance in the coming
year as the banks seek to refinance upcoming preferred share
redemptions.

The principal methodologies used in this rating were Rating
Obligations with Variable Promises published in May 2013 and
Global Banks published on May 2013.


NET TALK.COM: Extends Term of Vicis Capital Loan to June 30
-----------------------------------------------------------
netTALK executed a redemption and debt restructuring agreement
with Vicis Capital Master Fund effective Dec. 31, 2013, to, among
other things, extend the term of the Company's loans to June 30,
2014, with two additional one year extensions, and reduce the
overall loan amount from approximately $17,000,000 to $3,000,000.
The restated loan accrues interest at six percent per annum.  In
addition, pursuant to the Redemption and Debt Restructuring
Agreement, all shares and derivative securities including the
Series A Convertible Preferred Stock, Series B Convertible
Preferred Stock, Common Stock, and warrants to purchase shares of
Series A Convertible Preferred Stock and Series B Convertible
Preferred Stock held by Vicis will be returned to netTALK and
cancelled.

Pursuant to the terms of the Redemption and Debt Restructuring
Agreement effective Dec. 31, 2013, Vicis will return to netTALK
for cancellation (i) 19,995,092 shares of the netTALK's common
stock, $0.001 par value, (ii) 500 issued and outstanding shares of
netTALK's 12 percent Series A Convertible Redeemable Preferred
Stock, par value $.001 per share, and (iii) common stock purchase
warrants exercisable for 76,864,250 shares of common stock.  Upon
completion of the redemption and cancellation pursuant to the
Redemption and Debt Restructuring Agreement, netTALK will have
41,324,221 shares of issued and outstanding common stock, $0.001
par value, of which 6,678,484 non-restricted and 34,645,737
restricted.

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

Net Talk.com incurred a net loss of $14.71 million on $5.79
million of total revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $26.17 million on $2.72 million of
total revenue for the year ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2013, showed $4.73
million in total assets, $25.87 million in total liabilities, $5
million in redeemable preferred stock, and a $26.14 million total
stockholders' deficit.

                 Going Concern/Bankruptcy Warning

"The presentation of financial statements in accordance with GAAP
contemplates that operations will be sustained for a reasonable
period.  However, we have incurred operating losses of $884,879
and $3,740,984 during the three and nine months ended September
30, 2013, and operating losses of $2,041,541 and $12,553,836
during the three and nine months ended September 30, 2012,
respectively.  The company is also highly leveraged with
$16,068,911 in senior debentures, $1,070,087 in demand notes,
$500,000 in 5% Secured Convertible Promissory Notes and $1,400,000
in mortgage debt.  In addition, during the nine months ended
September 30, 2013 and 2012, we used cash of $1,634,097 and
$3,741,980, respectively, in support of our operations. As more
fully discussed in Note 5, we have material redemption
requirements associated with our senior debentures and demand
notes, due during the year ended December 31, 2013.  Since our
inception, we have been substantially dependent upon funds raised
through the sale of preferred stock and warrants to sustain our
operating and investing activities.  These are conditions that
raise substantial doubts about our ability to continue as a going
concern for a reasonable period."

"We have never sustained profits and our losses could continue.
Without sufficient additional capital to repay our indebtedness,
we may be required to significantly scale back our operations,
significantly reduce our headcount, seek protection under the
provisions of the U.S. Bankruptcy Code, and/or discontinue many of
our activities which could negatively affect our business and
prospects," the Company said in the quarterly report for the
period ended Sept. 30, 2013.


NEW BERN RIVERFRONT: Court Rules on Discovery Request
-----------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse ruled that certain
documents requested by New Bern Riverfront Development LLC from
JELD-WEN, Inc., in a lawsuit against various entities are not
protected by the so-called "work product doctrine" and must be
produced.  Judge Humrickhouse, however, denied New Bern's request
for sanctions.  JELD-WEN is not a party to the lawsuit.

New Bern initiated an action in Wake County Superior Court in 2009
for the recovery of damages arising from alleged construction
defects at the SkySail Luxury Condominiums in New Bern, North
Carolina, and removed that action to the Bankruptcy court in
February 2010.

On Sept. 24, 2013, the plaintiff served a subpoena duces tecum on
non-party JELD-WEN, Inc., seeking the production of a variety of
documents, including those concerning the testing of doors and
windows manufactured and supplied by JELD-WEN for installation at
the SkySail Condos. The subpoena duces tecum was issued by the
Bankruptcy Court and the documents were to be produced for
inspection within this district, in Raleigh, North Carolina. JELD-
WEN's agent accepted service of the subpoena duces tecum in
Charlotte, North Carolina, on Sept. 25, 2013, and served its
objections to the subpoena on the plaintiff on Oct. 4, 2013.

A copy of Judge Humrickhouse's Jan. 31 Order on New Bern's "Motion
to Compel Testimony Pursuant to Fed. R. Civ. P. 30(b)(6),
Production of Documents and for Sanctions" is available at
http://is.gd/QMLTYJfrom Leagle.com.

The case is, NEW BERN RIVERFRONT DEVELOPMENT, LLC, Plaintiff,
v.
WEAVER COOKE CONSTRUCTION, LLC, TRAVELERS CASUALTY AND SURETY
COMPANY OF AMERICA, JDAVIS ARCHITECTS, PLLC, FLUHRER REED, PA, and
NATIONAL ERECTORS REBAR, INC. f/k/a NATIONAL REINFORCING SYSTEMS
INC., Defendants and
WEAVER COOKE CONSTRUCTION, LLC and TRAVELERS CASUALTY AND SURETY
COMPANY OF AMERICA, Defendants, Counterclaimants, Crossclaimants
and Third-Party Plaintiffs,
v.
JDAVIS ARCHITECTS, PLLC; FLUHRER REED, PA, SKYSAIL OWNERS
ASSOCIATION, INC., NATIONAL REINFORCING SYSTEMS, INC, ROBERT
ARMSTRONG, JR., ROBERT P. ARMSTRONG, JR., INC., SUMMIT DESIGN
GROUP, INC., CAROLINA CUSTOM MOULDING, INC., CURENTON CONCRETE
WORKS, INC., WILLIAM H. DAIL d/b/a DD COMPANY, EAST CAROLINA
MASONRY, INC., GOURAS, INC., HAMLIN ROOFING SERVICES, INC.,
HUMPHREY HEATING & AIR CONDITIONING, INC., PERFORMANCE FIRE
PROTECTION, LLC, RANDOLPH STAIR AND RAIL COMPANY, STOCK BUILDING
SUPPLY, LLC, PLF OF SANFORD, INC. f/d/b/a LEE WINDOW & DOOR
COMPANY, UNITED FORMING, INC., a/d/b/a UNITED CONCRETE, INC., and
WATERPROOFING SPECIALTIES, INC., Crossclaimants, Counterclaimants
and Third-Party Defendants and
NATIONAL ERECTORS REBAR, INC., Defendant, Counterclaimant,
Crossclaimant, and Third-Party Plaintiff,
v.
ROBERT ARMSTRONG, JR., ROBERT P. ARMSTRONG, JR., INC., SUMMIT
DESIGN GROUP, INC., JMW CONCRETE CONTRACTORS, and JOHNSON'S MODERN
ELECTRIC COMPANY, INC., Third-Party Defendants and
JDAVIS ARCHITECTS, PLLC, Third-Party Plaintiff,
v.
McKIM & CREED, P.A., Third-Party Defendant and
GOURAS, INC., Fourth-Party Plaintiff,
v.
RAFAEL HERNANDEZ, JR., CARLOS CHAVEZ d/b/a CHAVEZ DRYWALL, 5 BOYS,
INC., and ALEX GARCIA d/b/a JC 5, Fourth-Party Defendants and
STOCK BUILDING SUPPLY, LLC Third Party Plaintiff,
v.
CARLOS O. GARCIA d/b/a C.N.N.C. Third Party Defendant,
AP No. 10-00023-8-SWH (Bankr. E.D.N.C.).

                     About New Bern Riverfront

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  New Bern Riverfront filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No.
09-10340) on Nov. 30, 2009.  John A. Northen, Esq., at Northen
Blue, LLP, represents the Debtor.  The Company disclosed
$31,515,040 in assets and $25,676,781 in liabilities as of the
Chapter 11 filing.

New Bern Riverfront has filed an Amended Plan of Reorganization
dated June 30, which represents a consensual plan negotiated with
the Debtor's secured creditor, Wells Fargo Bank, N.A.  The Debtor
contemplates selling properties.


NEW CENTURY TRS: "Carr" Suit Against JPMorgan et al. Dismissed
--------------------------------------------------------------
Bankruptcy Judge Kevin J. Carey dismissed the adversary
proceeding, ANITA B. CARR Plaintiff, v. JP MORGAN CHASE BANK,
N.A., CHASE HOME FINANCE, LLC et al., and DOES 1-10, Defendants,
Adv. Proc. No. 13-51058 (KJC) (Bankr. D. Del.), for lack of
subject matter jurisdiction, at the behest of defendants JP Morgan
and Chase Home Finance.  A copy of the Court's Feb. 3, 2014
Memorandum is available at http://is.gd/OeoqYbfrom Leagle.com.

On May 21, 2013, Anita B. Carr filed the "Verified Complaint for
Violations of Chapter 11 Bankruptcy Stay, Fraud and Fraudulent
Conveyance and Application for Preliminary and Permanent
Injunctive Relief and Reservation of Rights" commencing the
adversary proceeding against JP Morgan, Chase Home Finance, and
"any known or unknown dba used by said Defendants and DOES 1-10".
In her Complaint, Ms. Carr asks for judgment against the
Defendants in the amount of $2,346,000, and seeks to enjoin the
Defendants from taking any action to sell, convey or attempt to
sell or convey certain real property located in Dublin,
California, or from taking any action to evict Ms. Carr from that
real property.

On July 3, 2013, JPM and CHF filed a motion to dismiss the
Complaint, along with a Memorandum of Law, asserting that the
Court lacks subject matter jurisdiction over the Complaint and
that the Complaint fails to state a claim upon which relief can be
granted.

                       About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.

The Bankruptcy Court confirmed the Second Amended Joint Chapter 11
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors on July 15, 2008, which became effective on
Aug. 1, 2008.  An appeal was taken and, on July 16, 2009, District
Judge Sue Robinson issued a Memorandum Opinion reversing the
Confirmation Order.  On July 27, 2009, the Bankruptcy Court
entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


NNN 123: Plan Filing Hearing Moved to February 28
-------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued to Feb. 28, 2014, the hearing to consider approval to
extend the deadline in relation to the Chapter 11 plan of NNN 123
North Wacker, LLC, et al.

The hearing will be held at 11:00 a.m., at Courtroom 682 219 South
Dearborn, Chicago, Illinois.

NNN 123 North Wacker 1 LLC and the other tenants, who own over 86%
of the property that constitutes the only significant asset of
Debtors, object to the Debtors' request for extension of the time
to file a plan because the Debtors' bankruptcy case was filed in
bad faith and without proper consent.

As reported on the Troubled Company Reporter on Jan. 27, 2014, the
Debtors relate they have made significant progress in negotiations
with the lenders, and they need additional time to conclude those
discussions in relation to the Plan and the explanatory Disclosure
Statement.

The Debtors have proposed these extensions:

   Deadline                 Current Date         Proposed Date
   --------                 ------------         -------------
Plan Exclusivity Deadline      Feb. 3                May 4
Solicitation Deadline          April 25              July 1
Plan Filing                    Feb. 6                May 4
Plan Status Hearing            Feb. 18            Week of May 19
General Claims Objection
  Deadline                     Feb. 3                April 14

                  About NNN 123 North Wacker, LLC

NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as
counsel.  The Debtor disclosed total assets of $24.95 million and
total liabilities of $135.47 million in its Schedules.

Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.


NNN 123: Court to Weigh Cash Collateral Access on March 27
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
scheduled a hearing for March 27, 2014, at 10:30 a.m., at
Courtroom 682 219 South Dearborn, Chicago, Illinois, regarding NNN
123 North Wacker LLC's use of cash collateral.

As reported in the Troubled Company Reporter on Jan. 7, 2014, the
Debtor sought and obtained authorization from the Court to use
cash collateral until Jan. 31, 2014, to pay expenses related to
the improved real property located at 123 North Wacker Drive
in Chicago.  A copy of the budget is available for free at:

     http://bankrupt.com/misc/NNN123cashcollorderbudget.pdf

The party with an interest in the cash collateral is Wells Fargo
Bank, N.A., as Trustee, for the registered holders of GE
Commercial Mortgage Corporation, Commercial Mortgage Pass-
Through Certificates, Series 2005-C4 acting by and through C-III
Asset Management LLC, a Delaware limited liability company, as
successor to Midland Loan Services Inc., in its capacity as
special servicer for the 123 North Wacker Whole Loan pursuant to a
Pooling and Servicing Agreement dated Dec. 1, 2005.

As adequate protection for the use of cash collateral, the Lender
will receive a $520,701 adequate protection payment to be applied
to the indebtedness owed pursuant to the loan documents.

The $669,981.52 of remaining amounts needed to fund the required
tenant improvements costs and leasing commissions associated with
the lease of office space to FPL Corporate Services, LLC, will be
placed by the Lender in an escrow account with Zodiac Title
Services LLC.

NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as
counsel.  The Debtor disclosed total assets of $24.95 million and
total liabilities of $135.47 million in its Schedules.

Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.


NNN 123: TIC Members Withdraw Case Dismissal Bid
------------------------------------------------
NNN 123 North Wacker 1 LLC and other tenants in common (TIC
Members), who owns over 86% of the property that constitutes the
only significant asset of debtor NNN 123 North Wacker LLC, have
withdrawn their request to dismiss the Debtors' Chapter 11
bankruptcy case.

As reported in the Troubled Company Reporter on Nov. 7, 2013, the
TIC Members are 34 single purpose limited liability companies
that, along with the Debtor, hold an undivided fee interest as
common law tenants in common in an office building located at 123
North Wacker Drive, Chicago, Illinois.  The TIC Members, along
with the Debtor, are jointly and severally liable on more than
$134 million in loans that were advanced by General Electric
Capital Corporation to purchase the property in 2005 and which
loans are now securitized.

The TIC Members had been working cooperatively with the Master
Service of the Loans in an effort to develop a strategy to
restructure the Loans and to infuse additional capital into the
property when they learned of the Debtor's bankruptcy filing.

The Debtor, however, did not participate in the TIC members'
restructuring.  The TIC Members have had a strained relationship
with the Debtor's principals.

According to the Dismissal Motion, the Chapter 11 case must be
dismissed on these reasons:

     a. The petition was filed in bad faith

The Debtor has not articulated any good faith basis for filing the
within case and, considering that no default had even been called
by the Lender at the time of the filing and no enforcement efforts
were undertaken, no basis existed for the filing.

     b. The case should be dismissed rather than converted

Dismissal, rather than conversion, is appropriate and in the best
interest of creditors and the estate because there are no assets
available for distribution to unsecured creditors in the event of
conversion.

Counsel for TIC Members are Emily Stone, Esq., Bernard R. Given,
II, Esq., and Vadim J. Rubinstein, Esq., at Loeb & Loeb LLP.

NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as
counsel.  The Debtor estimated $10 million to $50 million in
assets and $100 million to $500 million in liabilities.

Another entity, NNN 123 North Wacker Member, LLC, sought Chapter
11 protection (Case No. 13-39240) on the same day.


OIL FLATS LAND: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Oil Flats Land Holdings, LLC
        6514 Tulip Lane
        Dallas, TX 75230

Case No.: 14-30677

Chapter 11 Petition Date: February 3, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steve Topletz, managing member.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb14-30677.pdf


ONEOK INC: S&P Lowers CCR to 'BB+' & Removes Rating From Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Tulsa, Okla.-based ONEOK Inc. to 'BB+' from 'BBB' and
its short-term rating to 'B' from 'A-2'.  S&P also removed the
ratings from CreditWatch where it placed them on July 25, 2013,
with negative implications.  The outlook is stable.  S&P is
withdrawing ONEOK's short-term rating at the issuer's request.  In
addition, S&P is assigning a recovery rating of '3' to ONEOK
Inc.'s senior unsecured debt, indicating its expectation of
meaningful (50% to 70%) recovery for creditors in the event of a
payment default.

At the same time, S&P affirmed the 'BBB' corporate credit rating
and 'A-2' short-term rating on master limited partnership (MLP)
ONEOK Partners L.P. and revised the outlook to stable.

"We believe that ONEOK's credit profile is weaker as a pure-play
general partnership, because its assets consist solely of its
41.2% general and limited partners equity interests in its MLP
subsidiary ONEOK Partners as of Dec. 31, 2013," said Standard &
Poor's credit analyst Michael Grande.

ONEOK is solely reliant on distributions from ONEOK Partners to
service its debt and other obligations. ONEOK Partners' business
is primarily focused on the natural gas gathering and processing
and natural gas liquids (NGL) segments, which S&P views as having
a higher degree of business risk than other midstream businesses
such as transportation and storage which tend to have more stable
cash flows backed by long-term take-or-pay contracts.

The outlook on ONEOK's ratings is stable, and reflects S&P's
expectation that the company will maintain a low stand-alone
debt/EBITDA ratio of about 2x in 2014.

S&P could lower the rating if ONEOK's financial leverage is
sustained above 3x due to debt-financed acquisitions or weakness
at ONEOK Partners that results in a decline in distributions.

A higher rating is limited at this time because of ONEOK's sole
reliance on an operating subsidiary that has a narrow focus on
gathering and processing and NGL logistics, which is subject to
natural gas volume risk and commodity price risk.  However, S&P
could consider a higher rating in the future if it expected ONEOK
to maintain a long-term financial leverage ratio of less than 1x.


PATIENT SAFETY: Kinderhook Stake at 2.47% as of Jan. 9
------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Kinderhook, LP, and its affiliates disclosed
that as of Jan. 9, 2014, they beneficially owned 959,919 shares of
common stock of Patient Safety Technologies, Inc., representing
2.47 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/swBrhR

                 About Patient Safety Technologies

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

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

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


PATRIOT COAL: Arch Records $12MM Charge to Reflect UMWA Settlement
------------------------------------------------------------------
Arch Coal Inc. recorded a $12.0 million charge in the fourth
quarter of 2013 to reflect the settlement of legal claims brought
by the United Mine Workers of America ("UMWA") against Arch
subsequent to Patriot Coal's bankruptcy.  As previously announced,
Arch also completed the acquisition of the Guffey metallurgical
coal reserves from Patriot Coal in December 2013 for $16.0
million.  These reserves will extend the life of the Leer mine by
nearly three years.

Arch reported revenues of $719.4 million and adjusted earnings
before interest, taxes, depreciation, depletion and amortization
("EBITDA") of $38.4 million in the fourth quarter of 2013.  The
company's results reflect a softer pricing environment for
metallurgical and thermal coals than in the prior-year quarter, as
well as the impact of previously disclosed rail service issues in
the Powder River Basin and geological challenges encountered in
Appalachia.

During the fourth quarter of 2013, Arch reported a net loss of
$371.2 million, or $1.75 per diluted share.  The fourth quarter
results include a non-cash goodwill impairment charge of $265.4
million, which has no impact on the company's liquidity, operating
cash flow and ongoing business operations.  Excluding the charge
for goodwill impairment, early debt retirement, other one-time
costs, non-cash accretion of acquired coal supply agreements and
the related tax impacts of these items, Arch's adjusted net loss
was $95.1 million, or $0.45 per diluted share, in the fourth
quarter of 2013.  In the prior-year quarter, Arch reported an
adjusted net loss of $88.7 million, or $0.42 per diluted share.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed Dec. 19, 2012, by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal et al., filed with the U.S. Bankruptcy Court for the
Eastern District of Missouri a First Amended Joint Chapter 11
Plan of Reorganization and an explanatory disclosure statement on
Oct. 9, 2013, and a Second Amended Joint Chapter 11 Plan of
Reorganization and an explanatory disclosure statement on Oct. 26,
2013.

The Bankruptcy Court approved the Plan on Dec. 17, 2013.


POLYMER GROUP: S&P Lowers CCR to 'B-'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Polymer Group to 'B-' from 'B'.
The outlook is stable.  The recovery rating remains unchanged at
'3', indicating S&P's expectation for meaningful (50% to 70%)
recovery in the event of a payment default.  However, S&P expects
to update its recovery analysis when Polymer Group discloses
details of the acquisition financing.  Based on S&P's
understanding of the proposed transaction, it do not believe that
the recovery rating will weaken by more than one category.

"The downgrade reflects our view that the Providencia acquisition
will strain Polymer Group's financial risk profile beyond our
previous expectations," said Standard & Poor's credit analyst
Cynthia Werneth.  The purchase price (including a deferred
portion) represents approximately 9x Providencia's last-12-months'
adjusted EBITDA.  In addition, this transaction closely follows
Polymer Group's November 2013 debt-financed acquisition of U.K.-
based nonwovens manufacturer Fiberweb PLC.  Together, the two
transactions nearly double Polymer Group's size and more than
double its debt.  Polymer Group is highly leveraged.  S&P
estimates adjusted debt to EBITDA pro forma for both transactions
(assuming Polymer Group acquires 100% of Providencia) will be
about 6.6x, and S&P believes it will remain above 6x for the next
two years.  S&P adjusts debt to include about $185 million of
capitalized operating leases, receivables factoring, and the
deferred portion of the Providencia purchase price.  Although
Fiberweb and Providencia have similar technologies and products to
Polymer Group, and they all share some of the same customers, S&P
believes integrating such large acquisitions may be difficult.

The outlook is stable.  S&P expects debt to EBITDA, pro forma for
both the Fiberweb and Providencia acquisitions to remain in the 6x
to 7x range through 2015, declining somewhat thereafter primarily
as a function of earnings growth.  EBITDA interest coverage should
be 2x or higher.

S&P could lower the ratings if liquidity weakens because Polymer
Group has difficulty integrating the Fiberweb and Providencia
acquisitions, or it is costlier than expected.  In addition, S&P
could downgrade the company if other operating problems such as a
sharp spike in raw material costs that it cannot pass on to its
customers occurs, or if capital expenditures are significantly
higher than expected.  S&P would also likely lower the rating in
the event of another debt-financed acquisition in the near term.

S&P is very unlikely to raise the ratings during the next year.
To consider an upgrade, S&P would need to be confident that the
Fiberweb and Providencia acquisitions have been well integrated
and the combined company has an earnings and leverage profile that
would support a higher rating, including adjusted leverage below
6x.  At that time S&P would also need to rule out the likelihood
of additional large, debt-financed acquisitions or capital
expansions.


PREMIER DIAGNOSTIC: BCSC Grants Management Cease Trade Order
------------------------------------------------------------
Premier Diagnostic Health Services Inc. on Feb. 4 disclosed that
it has been issued a General Cease Trade Order (CTO) by the
British Columbia Securities Commission.  An application for a
Management Cease Trade Order (MCTO) was made in respect to the
late filing of the Company's audited annual financial statements
for the fiscal year ended September 30, 2013 and its management's
discussion and analysis relating thereto which were due on January
28, 2014, but this was denied due to the previous granting of a
MCTO for fiscal years 2011 and 2012.

The delay in filing the Required Filings is principally related to
the delays of obtaining the required information from the
Company's subsidiaries in China and Hong Kong.

The CTO will prohibit the trading of securities of Premier for so
long as the Required Filings are not filed.

Premier confirms that it will satisfy the provisions of the
alternative information guidelines under National Policy 12-203 by
issuing bi-weekly default status reports in the form of news
releases so long as it remains in default of the filing
requirements set out above.

Premier is making every effort to complete the Required Filings in
a timely fashion and expects to file the audited annual financial
statements by February 28th, 2014.

Premier Diagnostic Health Services Inc. is a Canada-based company,
engaged in the business of establishment of Diagnostic Imaging
Centers in Canada and China, together with an integrated support
services infrastructure, utilizing of Positron Emission Technology
(PET) and/or Magnetic Resonance Imagining (MRI) technologies, and
the establishment of facilities for the commercial production of
Health Canada-approved CanTrace fluorodeoxyglucose (FDG), the
radiopharmaceutical used in PET scanning, for use and sale.  As of
September 30, 2012, the Company had 100% interest in Premier
Diagnostic Health Services (Vancouver) Inc.; Petscan International
(Hong Kong) Limited, and Beijing Premier International Medical
Equipment Technology Services Corporation Limited (Premier
Beijing).


PRIMUS POWER: Battery Deals Charge Venture Capitalists
------------------------------------------------------
Yuliya Chernova, writing for Daily Bankruptcy Review, reported
that Primus Power, a provider of batteries for the electric grid,
has raised a fresh $20 million, representing the third investment
deal announced this year for a venture-backed startup in the
difficult battery sector.


PROGUARD ACQUISITION: Suspending Filing of Reports with SEC
-----------------------------------------------------------
Proguard Acquisition Corp. filed a Form 15 with the U.S.
Securities and Exchange Commission to voluntarily terminate the
registration of its common stock, par value $0.001 per share,
under Section 12(g) of the Securities Exchange Act of 1934.  As a
result of the Form 15 filing, the Company is not anymore obliged
to file periodic reports with the SEC.  There were only 78 holders
of the Company's common shares as of Jan. 24, 2014.

                    About Proguard Acquisition

Proguard Acquisition Corp. (OTC BB: PGRD), headquartered in
Lauderdale, Florida, is a Business to Business (B2B) reseller of
all general line office and business products.

As reported in the TCR on April 11, 2013, Pruzansky, P.A., in Boca
Raton, Florida, expressed substantial doubt about Proguard
Acquisition's ability to continue as a going concern, citing the
Company's net loss and net cash used in operations of $445,016 and
$173,189, respectively, during the year ended Dec. 31, 2012, and
stockholders' deficit and accumulated deficit of $49,314 and
$1.42 million, respectively, at Dec. 31, 2012.

The Company's balance sheet at Sept. 30, 2013, showed $1.05
million in total assets, $1.37 million in total liabilities and a
$312,525 total stockholders' deficit.


PROSPECT SQUARE: Employs Kutner Brinen as Bankruptcy Attorneys
--------------------------------------------------------------
Prospect Square 07 A, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Colorado to employ Kutner
Brinen Garber, P.C., as attorneys, to provide legal advice and aid
the Debtor in the development of a plan of reorganization under
Chapter 11 of the Bankruptcy Code.

The following professionals will take the lead role in
representing the Debtor and will be paid the following hourly
rates:

   Lee M. Kutner, Esq. -- lmk@kutnerlaw.com           $460
   Jeffrey S. Brinen, Esq. -- jsb@kutnerlaw.com       $400
   Aaron A. Garber, Esq. -- aag@kutnerlaw.com         $370
   Jenny M.F. Fujii, Esq. -- jmf@kutnerlaw.com        $320
   Benjamin H. Shloss, Esq. -- bhs@kutnerlaw.com      $260
   Leigh A. Flanagan, Esq. -- laf@kutnerlaw.com       $320
   Lisa N. Nobles, Esq. -- lnn@kutnerlaw.com          $280

Paralegals will be paid $75 per hour.  The firm will also be
reimbursed for any necessary out-of-pocket expenses.

Mr. Kutner, a shareholder with Kutner Brinen Garber, P.C., assures
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Mr. Kutner discloses that the firm has also been employed to
represent four affiliated debtors who are tenants in common along
with the Debtor in the ownership of 113,000-square foot shopping
center located at 9690 Colerain Ave., in Cincinnati, Ohio.

The Debtor paid the firm a prepetition retainer for payment of
postpetition fees and costs in the amount of $22,817.  The firm
was also paid prepetition fees and costs, including the filing
fee, by the Debtor and the affiliates in the amount of $8,439.

Prospect Square 07 A, LLC, and related entities sought Chapter 11
bankruptcy protection from creditors (Bankr. D. Colo. Lead Case
No. 14-10896) in Denver on Jan. 29, 2014.

Prospect Square 07 A, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) with principal assets located at 9690
Colerain Avenue, Cincinnati, Ohio, estimated $10 million to $50
million in assets and debt.

The Debtors' Chapter 11 plan and disclosure statement are due
May 29, 2014.


RADIOSHACK CORP: To Close About 500 Stores Within Months
--------------------------------------------------------
Emily Glazer, writing for The Wall Street Journal, reported that
on Sunday, Feb. 2, RadioShack Corp. used comedy, in the form of a
Super Bowl ad, to show its stores being dismantled and rebuilt. On
Tuesday, Feb. 4, the news broke that some of the stores will be
dismantled, period.

According to people familiar with the matter, RadioShack is
planning to close around 500 locations in the coming months, the
report related.  It isn't clear which of RadioShack's roughly
4,300 stores will be closed and when exactly the closings will
begin. The people familiar with the matter noted that it isn't
unusual for companies to close stores when going through a
restructuring.

The news was a cold dose of reality after the upbeat feeling
generated by the commercial, which was widely considered one of
the best that aired during the big game Sunday night, according to
the report.  In the commercial, RadioShack poked fun at its
outdated image by bringing in a crowd of throwback characters from
the 1980s, including Hulk Hogan, Erik Estrada and Alf, who purport
to want their store back and proceed to tear out the shelves and
haul away products.

On Feb. 4, RadioShack shares slipped 4.8% to $2.36, the report
said.  Following the Super Bowl ad, the stock jumped more than 7%
on the morning of Feb. 3.

The Fort Worth, Texas, retail chain has been working on
transforming its image from an old-school electronics store into a
destination for shoppers looking for entertainment gadgets, like
headphones and smartphone cases, the report said.  In October,
RadioShack secured $835 million in loans to refinance about $625
million of debt. Those funds, from a group led by GE Capital, also
freed up cash for RadioShack's overhaul.


ROSEVILLE SENIOR LIVING: Tellatin Short Okayed as Appraiser
-----------------------------------------------------------
Roseville Senior Living Properties LLC sought and obtained
permission from the Hon. Donald H. Steckroth of the U.S.
Bankruptcy Court for the District of New Jersey to employ
Tellatin, Short & Hansen, Inc. as appraiser.

The Debtor requires Tellatin Short to:

   (a) assist the Debtor in responding to discovery requests by
       parties-in-interest in Chapter 11 proceedings;

   (b) assist the Debtor in responding to requests related to any
       and all appraisals and assess any related documents;

   (c) assist the Debtor and other professional advisors in
       preparing for court appearances, appearances before the
       U.S. Trustee and communications with any committee
       appointed in the bankruptcy, as required; and

   (d) perform other services as directed by the Debtor and its
       counsel.

Tellatin Short will be paid at these hourly rates:

       James K. Tellatin          $350
       Sterling E. Short          $350
       Charles Mark Hansen        $350
       David H. Fryday            $250
       Michael M. McFerron        $200

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

James K. Tellatin, of Tellatin Short, 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.

Tellatin Short can be reached at:

       James K. Tellatin, MAI
       TELLATIN, SHORT & HANSEN, INC.
       15455 Conway Road, Suite 355
       Chesterfield, MO 63017
       Tel: (636) 530-0009
       Cel: (314) 283-0067
       Fax: (636) 530-0046
       E-mail: jim@tellatin.com

                      About Roseville Senior

Roseville Senior Living Properties, LLC, filed for Chapter 11
bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in
Newark.  Judge Donald H. Steckroth presides over the case.  Walter
J. Greenhalgh, at Duane Morris, LLP, represents Roseville Senior
Living Properties as counsel.  Friedman LLP serves as the Debtor's
accountant.

Roseville Senior Living Properties estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
In its schedules filed with the Bankruptcy Court, the Debtor
indicated total assets and total debts as "Unknown".  A copy of
the Schedules is available at:

          http://bankrupt.com/misc/rosevillesenior.doc54.pdf

The petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.

The United States Trustee for Region 3 appointed Joseph Rodrigues,
State Long Term Care Ombudsman, California Department of Aging, as
the Patient Care Ombudsman in the Debtor's case.


ROUNDY'S SUPERMARKETS: Moody's Rates New $460MM 1st Lien Loan 'B1'
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Roundy's
Supermarkets, Inc. proposed $460 million first lien term loan.
Moody's also affirmed the company's B2 Corporate Family Rating,
B2-PD probability of default rating and all the existing
instrument ratings. The rating outlook remains negative. The
proceeds of the proposed $460 million first lien term loan will be
used to refinance the company's existing senior secured term loan.
As part of the refinancing transaction the company will also
replace its $125 million senior secured revolving credit facility
with a proposed $220 million ABL revolving credit facility.

The following rating is assigned:

$460 million first lien term loan maturing 2020 at B1 (LGD3, 41%)

The following ratings are affirmed and point estimates updated:

Corporate Family Rating at B2

Probability of Default Rating B2-PD

$200 million Second Lien Notes at B3 (LGD5, 70% from LGD 4, 69%)

The following ratings are affirmed and will be withdrawn upon
closing:

$125 million First Lien Revolving Credit Facility expiring
February 2017 at B1 (LGD3, 32%)

$518 million First Lien Term Loan maturing February 2019 at B1
(LGD3, 32%)

Ratings Rationale

The company's B2 Corporate Family Rating reflects its high
leverage, small size, geographic concentration, and increasing
competition from alternative food retailers which continues to
pressure revenue growth and margins. Additional rating factors
include Roundy's meaningful regional presence which Moody's
believes will improve over time with the addition of the
Dominick's locations, as well as the company's good liquidity. The
proposed refinancing of the existing credit facilities is modestly
positive as it marginally improves liquidity while extending
maturities. While Moody's believes the Dominick's acquisition
makes strategic sense, Moody's note that Roundy's will be
integrating this acquisition while at the same time experiencing
challenges in its core business, which increases the overall risk
profile for the company over the intermediate term.

The negative outlook reflects uncertainty regarding Roundy's
ability to improve credit metrics given the challenging operating
environment facing its legacy businesses and the incremental debt
resulting from the Dominick's acquisition.

The ratings could be downgraded if Roundy's liquidity weakens or
the company fails to stabilize or improve same store sales and
operating performance such that debt/EBITDA does not demonstrate
meaningful progress towards 6.0 times over the intermediate term.
Ratings could also be downgraded if EBITA/interest expense is
sustained below 1.5 times for an extended period of time. A shift
towards an aggressive financial policy could also pressure
ratings. In addition, ratings could be downgraded in the event the
integration of Dominick's does not progress smoothly, or if it
does not begin to generate positive returns during 2015.

While an upgrade in the intermediate term is unlikely given the
negative outlook, over time ratings could be upgraded if same
store sales are positive on a sustained basis, operating margins
and credit metrics demonstrate improving trends while it generates
positive free cash flow and maintains good liquidity, which would
be reflective of seamless integration of the Dominick's locations.
Quantitatively, an upgrade would require debt/EBITDA to be
sustained below 5.25 times and EBITA/interest is sustained above
2.0 times.

The principal methodology used in this rating was the Global
Retail Industry published in June 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.

Roundy's Supermarkets, Inc., headquartered in Milwaukee,
Wisconsin, operates 174 retail grocery stores including the 11
recently acquired Dominick's locations in the Metro Chicago market
and 112 pharmacies in Wisconsin, Illinois and Minnesota primarily
under the Pick 'n' Save, Copps, Mariano's, Rainbow and Metro
Market banners. Revenues were about $3.9 billion for the LTM
period ended September 28, 2013.


ROUNDY'S SUPERMARKETS: S&P Affirms B- CCR & Rates $460MM Loan B
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
Milwaukee-based Roundy's Supermarkets Inc., including its 'B-'
corporate credit rating.  The outlook is stable.  S&P also
assigned a 'B' issue-level rating and '2' recovery rating to the
company's proposed $460 million senior secured first-lien term
loan.  The '2' recovery rating indicates S&P's expectation of
substantial (70%-90%) recovery of principal in the event of
default.

S&P expects the company to use term loan proceeds and funds from a
new $220 million revolving credit facility to pay down its
existing term loan and pay fees associated with the transaction.
Concurrently, S&P expects the company to raise an additional
$75 million in a secondary equity offering.  S&P anticipates part
of the proceeds will provide the company excess cash to help fund
growth initiatives, while the remaining proceeds will go to
selling shareholders at entities controlled by Willis Stein &
Partners.  The completion, or lack thereof, of the equity offering
does not have an impact on the current ratings decision.

"The affirmation reflects our view that the expected refinancing
will not affect the company's financial risk profile materially,
as the company is only mildly increasing funded debt, while
slightly lowering interest costs and improving its financial
flexibility," said credit analyst Charles Pinson-Rose.

The outlook is stable, incorporating S&P's expectation that
profits will decline in 2014, credit metrics will weaken, but
Roundy's will maintain adequate liquidity, as S&P expects Roundy's
to be moderately cash flow positive and will not have maintenance
financial covenants with its new revolving credit facility and
term loan.

Downside Scenario

A downgrade would be likely if S&P revises its liquidity
assessment to "less than adequate" or if the company's cash flows
deteriorate to the extent that it would not have a sustainable
capital structure.  S&P believes the company's EBITDA would likely
have to fall meaningfully for that to be the case (since the
company is investing heavily in capital spending).  S&P may
consider a lower rating if the company's EBITDA falls to the
$120 million area.  This could occur by the end of 2014, if sales
increase to the low-teens area as a result mid-single-digit same-
store sales declines, and margins contract by an additional 100
bps.

Upside Scenario

Given likely performance trends over the near term, any positive
rating action is not likely in S&P's view.  S&P may consider a
higher rating if leverage is near or below 6x, which could occur
if EBITDA was approximately $50 million higher than what S&P
forecasts for 2014.  This is not likely in S&P's estimation given
industry conditions and current performance trajectory.


RURAL/METRO: Amends Articles of Incorporation
---------------------------------------------
Rural/Metro Corporation and its affiliated entities, which
recently emerged from Chapter 11 bankruptcy protection, have
adopted "ARTICLES OF AMENDMENT OF AMENDED AND RESTATED ARTICLES OF
INCORPORATION" pursuant to Sections 10-1001 and 10-1008 of the
Arizona Revised Statutes.  A copy of the Notice published by the
Companies is available at http://is.gd/Tuohpn

Rural/Metro won confirmation of its First Amended Joint Chapter 11
Plan of Reorganization on Dec. 17, 2013.  The Plan was declared
effective, and Rural/Metro and its affiliates emerged from
bankruptcy protection on Dec. 31.  The Plan enabled unsecured
noteholders to become controlling stockholders.  Unsecured
noteholders owed $312.2 million took all the new preferred stock
and 70 percent of the common stock in return for a $135 million
equity contribution through a rights offering.

                      About Rural/Metro Corp

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.  Rural/Metro was acquired in 2011 in a
leveraged buyout by Warburg Pincus LLC as part of a transaction
valued at $676.5 million.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before
the U.S. Bankruptcy Court for the District of Delaware.  Debt
includes $318.5 million on a secured term loan and $109 million on
a revolving credit with Credit Suisse AG serving as agent. There
is $312.2 million owing on two issues of 10.125 percent senior
unsecured notes.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.

The Debtors have filed a reorganization plan largely worked out
before the Chapter 11 filing in early August.  Existing
shareholders receive nothing in the plan.

The Company's debt includes $318.5 million on a secured term loan
and $109 million on a revolving credit with Credit Suisse AG
serving as agent.  There is $312.2 million owing on two issues of
10.125 percent senior unsecured notes.

Interested parties can also contact Rural/Metro's claims agent,
Donlin, Recano & Company, Inc. directly by calling Rural/Metro's
restructuring hotline at 212-771-1128.

Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor,
LLP are serving as legal counsel, Lazard Freres & Co. L.L.C. is
serving as investment banker, and Alvarez & Marsal and FTI
Consulting, Inc. are serving as financial advisors to Rural/Metro.


SAN ANTONIO MOTORSPORTS: Case Summary & 20 Top Unsec. Creditors
---------------------------------------------------------------
Debtor: San Antonio Motorsports Productions, Inc.
           aka San Antonio Raceway
        204 Remount
        San Antonio, TX 78218

Case No.: 14-50343

Chapter 11 Petition Date: February 3, 2014

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Hon. Craig A. Gargotta

Debtor's Counsel: J. Todd Malaise, Esq.
                  MALAISE LAW FIRM
                  909 NE Loop 410, Suite 300
                  San Antonio, TX 78209
                  Tel: (210) 732-6699
                  Fax: (210) 732-5826
                  Email: notices@malaiselawfirm.com

Estimated Assets: $4.78 million

Estimated Liabilities: $3.87 million

The petition was signed by Alfredo G. Cruz, Jr., president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb14-50343.pdf


SHREE HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Shree Hospitality International, LLC
           dba Ramada Limited
           dba Super 8 Douglasville
        8315 Cherokee Blvd.
        Douglasville, GA 30134

Case No.: 14-52345

Chapter 11 Petition Date: February 3, 2014

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Robert Williamson, Esq.
                  SCROGGINS & WILLIAMSON, P.C.
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  Email: rwilliamson@swlawfirm.com

                       - and -

                  Laura E. Woodson, Esq.
                  SCROGGINS & WILLIAMSON, P.C.
                  127 Peachtree St. NE
                  1500 Candler Bldg.
                  Atlanta, GA 30303
                  Email: centralstation@swlawfirm.com
                  Tel: 404-893-3880
                  Fax: 404-893-3886

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paresh Shah, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb14-52345.pdf


SNOQUALMIE ENTERTAINMENT: S&P Withdraws 'B' Issuer Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B' issuer credit rating, on King Co., Wash.-based Snoqualmie
Entertainment Authority, at the issuer's request.

The withdrawal follows the complete repayment of balances
outstanding under the Authority's $130 million senior floating
rate notes due February 2014, its $170 million senior fixed rate
notes due February 2015, and its $30 million subordinated notes
due January 2016.  The company repaid the balances using proceeds
from a new credit facility, which S&P will not rate.


SOUTHERN PACIFIC RESOURCES: Project Delay Cues S&P CCR to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Calgary, Alta.-based Southern Pacific
Resources Corp. to 'CCC' from 'B-'.  At the same time, Standard &
Poor's lowered its issue-level rating on the company's senior
secured debt to 'B-' from 'B+'.  The recovery rating on the debt
is unchanged at '1', indicating S&P's expectation of very high
(90%-100%) recovery in a default scenario.  The outlook is
developing, which means there's an almost equal likelihood S&P
will raise, lower, or affirm the rating during its year-long
outlook horizon.

"Southern Pacific's inability to ramp up its McKay project
production levels has stalled the growth in cash flow generation
we had previously expected, and exhausted its liquidity," said
Standard & Poor's credit analyst Michelle Dathorne.  "At this
point, we are watching its fiscal 2014 reservoir performance and
McKay production ramp-up. Any near-term rating action will depend
on both the company's ability to ramp up its oil sands production
and bolster its liquidity position," Ms. Dathorne added.

In S&P's opinion, both low production levels, due to slower-than-
expected ramp-up of its MacKay production, and limited liquidity
have hampered Southern Pacific's credit profile.  The company's
ability to secure additional funding and continue ramping up its
production will ultimately determine whether S&P raises or lowers
the rating.

"The 'CCC' corporate credit rating on Southern Pacific reflects
our view of the company's strained liquidity position in fiscal
2014, its need to secure additional liquidity to fund its fiscal
2015 capital spending, the risk that McKay production will
continue to underperform even our revised production estimates,
and Southern Pacific's inability to fund any meaningful expansion
projects given its low forecast cash flow generation.  Although
the company's resource base, specifically its steam-assisted
gravity drainage (SAGD) oil sands reserves, could support long-
term organic reserves and production growth, the weaknesses
hampering the rating overshadow the credit strength we generally
attribute to oil sands resources," S&P noted.

Southern Pacific is an oil and gas company focused on the
exploration and production of in-situ oil sands in the Athabasca
oil sands fairway, and thermal production of heavy oil in Senlac,
Sask.  STP-McKay (Southern Pacific's in-situ project) and STP-
Senlac (its thermal oil project) are its core assets.  The company
also has oil sands leases in the McMurray and Peace River areas in
northeast Alberta.

S&P would lower the ratings if Southern Pacific is not able to
achieve its production targets for fiscal 2015 by mid-year.
Production levels below S&P's estimates would compromise the
company's ability to generate sufficient EBITDA to fund its
interest payments and fund the capital spending needed to sustain
operations at Senlac and McKay.

S&P could raise the ratings if Southern Pacific successfully ramps
up its STP-McKay Phase 1 production, achieving at least 7,000
barrels per day in fiscal 2015 (and is able to maintain stable
flow rates), as well as a cost profile that ensures positive unit
earnings before interest and taxes.  In addition, if the company
is also able to secure the funding necessary to continue expanding
its SAGD project, S&P believes its credit quality would improve.


STANS ENERGY: OSC to Extend Management Cease Trade Order
--------------------------------------------------------
Stans Energy Corp. on Feb. 3 disclosed that its principal
regulator, the Ontario Securities Commission has issued a
temporary order to extend the existing Management Cease Trade
Order to include its new Chief Financial Officer, Boris Aryev,
following Mr. Aryev's appointment as CFO, and the Company's
application for this extension.

As previously announced by press release dated November 28, 2013,
an initial application for an MCTO was made by the Company in
respect to the late filing of the Corporation's interim financial
statements, accompanying management's discussion and analysis and
related CEO and CFO certifications for the period ended
September 30, 2013 which were to be filed at the latest on
November 29, 2013.  The reason for the delay is that the Company
is considering impairment charges against its assets and needs
more time to determine the appropriate impairment for inclusion in
our financial reporting.

The MCTO restricts all trading in securities of the Company,
whether direct or indirect, by the Chief Executive Officer and the
Chief Financial Officer of the Company until such time as the Q3
Filings have been filed by the Company.  The MCTO does not affect
the ability of shareholders who are not insiders of the
Corporation to trade their securities.  However, the applicable
Canadian securities regulatory authorities could in future
determine, in their discretion, that it would be appropriate to
issue a general cease trade order against the Company affecting
all of the securities of the Company.  A copy of the MCTO will be
posted to the Company's website.

Until the MCTO is lifted, Stans will comply with the alternative
information guidelines set out in National Policy 12-203 ? Cease
Trade Orders for Continuous Disclosure Defaults for issuers who
have failed to comply with a specified continuous disclosure
requirement within the times prescribed by applicable securities
laws.  The guidelines, among other things, require the Company to
issue bi-weekly default status reports by way of a news release,
and one will be forthcoming in the prescribed time frame.

The Company anticipates that it will be in a position to remedy
the default by filing the Required Filings by February 28, 2014.
The MCTO will be in effect until after the Required Filings are
filed.

There are no insolvency proceedings to which the Company is
subject.

There is no material information concerning the affairs of the
Company which has not been generally disclosed.

                       About Stans Energy

Stans Energy Corp. is a resource development company focused on
progressing Heavy Rare Earth (HRE) properties in areas of the
Former Soviet Union.  In December 2009, Stans acquired a 20-year
mining license for the past-producing Kutessay II rare earth mine
from the Kyrgyz Republic.  On May 26, 2011 Stans completed the
purchase of the Kashka Rare Earth Processing Plant (KRP) the same
plant that previously refined REEs historically from Kutessay II.
The KRP was the only hard rock plant to produce all rare earth
elements outside of China, producing 120 different metals, alloys,
and oxides.  For over 30 years, Kutessay II produced 80% of the
rare earth metals for the former Soviet Union.


STAR DYNAMICS: Court Approves Hiring of Sagent as Fin'l Advisors
----------------------------------------------------------------
STAR Dynamics Corporation sought and obtained permission from the
Hon. Charles M. Caldwell of the U.S. Bankruptcy Court for the
Southern District of Ohio to employ Sagent Advisors LLC as
financial advisor, nunc pro tunc to Dec. 10, 2013, petition date.

The Debtor requires Sagent Advisors to:

   (a) assist the Debtor in analyzing and evaluating the business,
       operations and financial position of the Debtor's Business;

   (b) assist the Debtor in preparing an information memorandum
       describing the Debtor's Business, operations, historical
       performance and future prospects;

   (c) assist the Debtor in identifying, screening, soliciting and
       contacting potential purchasers acceptable to the Debtor;

   (d) assist the Debtor in arranging for interested potential
       purchasers to conduct due diligence investigations;

   (e) assist the Debtor in evaluating any proposals received from
       potential purchasers; and

   (f) assist the Debtor in structuring and negotiating the
       financial aspects of any proposed transaction.

The Debtor has agreed to pay Sagent Advisors the compensation set
forth in the Engagement Letter that provides, in pertinent part,
as follows:

   -- A Transaction Fee upon timely consummation of a "Sale
      Transaction" of $1,300,000 for any Sale Transaction having a
      Transaction Value of up to, and including, $50,000,000; plus
      3% of any Transaction Value in excess of $50,000,000 up to,
      and including, $75,000,000; plus 4% of any Transaction Value
      in excess of $75,000,000 up to, and including, $100,000,000;
      plus 5% of any Transaction Value in excess of $100,000,000;
      and

   -- Prompt reimbursement of all out-of-pocket expenses incurred
      by Sagent Advisors, regardless of whether a Sale Transaction
      is consummated, not to exceed $25,000 without prior consent.

   -- The Debtor retained Sagent on a prepetition basis to act as
      its financial advisor. In the one year period prior to the
      Petition Date, relative to Sagent Advisors' prepetition
      engagement, the Debtor reimbursed Sagent Advisors for
      expenses incurred of approximately $3,400 on or about
      Dec. 9, 2013.

James C. Oliver, managing director of Sagent Advisors, 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.

Sagent Advisors can be reached at:

       James C. Oliver
       SAGENT ADVISORS, LLC
       299 Park Ave., 9th Floor
       New York, NY 10171
       Tel: (212) 904-9400
       Fax: (212) 904-9401

STAR Dynamics Corp., a developer and provider of radar systems for
the military, filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a lawsuit by BAE Systems Plc.

Thomas R. Allen, Esq., and Richard K. Stovall, Esq., at Allen
Kuehnle Stovall & Neuman LLP serve as the Debtor's bankruptcy
counsel.  Michael J. Sullivan, Esq., Russell A. Williams, Esq.,
Julie E. Adkins, Esq., Louis T. Isaf, Esq., and Nanda K. Alapati,
Esq., at Womble Carlyle Sandridge & Rice LLP, serve as special
counsel with respect to litigation involving BAE Systems and with
respect to the completion of prepetition patent work.

In its schedules, the Debtor listed $12,138,334 in total assets
and $50,740,343 in total liabilities.


STELERA WIRELESS: Needs More Time to Close Sales, File Plan
-----------------------------------------------------------
Stelera Wireless LLC asks the U.S. Bankruptcy Court for the
Western District of Oklahoma to further extend its exclusive
period to file a Chapter 11 plan until May 15, 2014, and to
solicit acceptances of that plan until July 14, 2014.

The Debtor's current plan filing deadline will expire on Feb. 15,
2014.

The Debtor tells the Court that it needs more time to close
certain auction sales, ensuring there will be money to fund a
liquidating plan, and to negotiate and finalize a consensual plan
and disclosure statement explaining that plan.

According to the Debtor, it has completed two separate sales
of its advanced wireless services licenses from the Federal
Communications Commission to Cellco Partnership dba Verizon
Wireless and AT&T Mobility Spectrum LLC.  However, the sales will
close until Verizon and AT&T obtain FCC approval of the sales.

                    About Stelera Wireless, LLC

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.

Christensen Law Group, PLLC, serves as the Debtor's primary
counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as additional
bankruptcy counsel.  American Legal Claims Services, LLC serves as
official noticing agent.

The official committee of unsecured creditors is represented by
attorneys at Gablegotwals.


STERLING BLUFF: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sterling Bluff Investors, LLC
        1 Diamond Causeway
        Suite 21-329
        Savannah, GA 31406

Case No.: 14-40200

Chapter 11 Petition Date: February 3, 2014

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

Debtor's Counsel: Austin E. Carter, Esq.
                  STONE & BAXTER, LLP
                  577 Mulberry Street, Ste 800
                  Macon, GA 31201-8239
                  TeL: 478-750-9898
                  Fax: 478-750-9899
                  Email: acarter@stoneandbaxter.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Michael Greene, manager.

List of Debtor's 14 Largest Unsecured Creditors:

   Entity                Nature of Claim          Claim Amount
   ------                ---------------------    ------------
Arthur Scanlon           Accrued guarantee fee         $10,000

Ben Whitley              Accrued guarantee fee         $78,125

Bryan County Tax         Property taxes                $57,500
Assessor

Concorde Holdings, Inc.  Loan                       $1,000,000
1691  Michigan Ave.
Miami Beach, FL 33139

Cushing, Morris,         Trade debt                     $7,000
Armbruster & Montgomery

G. Glen Martin           Deferred fees                 $50,000

G. Glen Martin           Acrrued guarantee fee         $15,625

Kethesparan Srikanthan   Accrued guarantee fee         $19,625

Kethesparan Srikanthan   Deferred fees                 $55,745

Kevin R. Shaney          Deferred legal fees           $21,513

Kevin R. Shaney          Accrued guarantee fee         $19,625

Price Waterhouse         Unpaid fees                   $12,000
Coopers LLP

SBI Loan, LLC            Loan                       $5,928,117
c/o G. Glen Martin,
Manager
21111 Waterfront East
Drive
Maurepas, LA 70449

Sterling Bluff Capital    Deferred fees               $37,500
Partners, LLC


SWJ MANAGEMENT: Court Dismisses Chapter 11 Bankruptcy Case
----------------------------------------------------------
The Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey has dismissed the Chapter 11 bankruptcy
case of SWJ Management LLC.

As reported in Troubled Company Reporter on Jan. 6, 2014, the
Debtor asked the Court to dismiss its bankruptcy case due to the
abuse of the alleged DIP account by Richard Annunziata, the
Debtor's managing member.

                       About SWJ Management LLC

New York-based SWJ Management LLC filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 13-12123) on June 28, 2013.  The Law Offices of
David Carlebach, Esq., serves as the Debtor's counsel.  In its
petition, the Debtor estimated $50 million to $100 million in both
assets and debts.  The petition was signed by Richard Annunziata,
managing member.

An affiliate, Ridgewood Realty of LL, SK Mulberry Contract, filed
a separate Chapter 11 petition (Case No. 12-14085) on Sept. 28,
2012.

On Sept. 4, 2013, New York Judge Allan Gropper granted the
transfer of SWJ's case to the U.S. Bankruptcy Court for the
District of New Jersey.

No official unsecured creditors committee has been appointed in
SWJ's case.


SYRINGA BANK: Regulators Close Idaho Bank
-----------------------------------------
Michelle Gerdes, writing for The Wall Street Journal, reported
that regulators closed a small bank in Idaho on Jan. 31, the third
bank failure for 2014.

According to the report, Syringa Bank, Boise, Idaho, was closed by
the Idaho State Banking Department. Sunwest Bank, Irvine, Calif.,
agreed to take over the deposits of the failed bank as part of a
purchase-and-assumption deal with the Federal Deposit Insurance
Corp.  In addition to assuming the deposits of the failed bank,
Sunwest Bank agreed to purchase essentially all of the failed
bank's assets.

The last bank failure to occur in Idaho was in 2009 when First
Bank of Idaho, FSB, Ketchum was closed, the report related.  In
total, 24 banks failed in 2013.

As of Sept. 30, 2013, Syringa Bank had about $153.4 million in
total assets and $145.1 million in total deposits, the report
said.

The FDIC estimates that the cost of the bank failure to the
Deposit Insurance Fund will be $4.5 million, the report added.


TAMPA WAREHOUSE: Bankruptcy Administrator Unable to Form Committee
------------------------------------------------------------------
Bankruptcy Administrator Linda W. Simpson said in December that an
official committee under 11 U.S.C. Sec. 1102 has not been
appointed in the bankruptcy case of Tampa Warehouse, LLC.

The Bankruptcy Administrator has attempted to solicit creditors
interested in serving on the Unsecured Creditors' Committee from
the 20 largest unsecured creditors.  After excluding governmental
units, secured creditors and insiders, the U.S. Trustee has been
unable to solicit sufficient interest in serving on the Committee,
in order to appoint a proper Committee.

The Bankruptcy Administrator reserves the right to appoint such a
committee should interest developed among the creditors.

                       About Tampa Warehouse

Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) in Charlotte, North Carolina, on Dec. 5, 2013.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $100 million in assets and
between $10 million and $50 million in liabilities.  The Debtor
said its principal asset is located at 6422 Harney Road, in Tampa,
Florida.

Judge Laura T. Beyer is the bankruptcy judge handling the case.

Fred D. Godley, as member and manager, signed the bankruptcy
petition.  Owners of the Debtor are:  Charlotte Housing for the
Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred
D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and
Rocky Mount Housing for the Elderly (12.403%).

According to the docket, the deadline to file proofs of claim
against the Debtor is on April 15, 2014.

The Debtor is represented by represented by Joshua B Farmer, Esq.,
at Tomblin, Farmer & Morris, PLLC, in Rutherfordton, North
Carolina.


TAMPA WAREHOUSE: Files Amended List of 18 Top Unsecured Creditors
-----------------------------------------------------------------
Tampa Warehouse LLC submitted to the Bankruptcy Court a list that
identifies its top 18 unsecured creditors.

Creditors with the three largest claims are:

  Entity                  Nature of Claim        Claim Amount
  ------                  ---------------        ------------
Tampa Electric Co.        Utilities -                $54,299
PO Box 111                November 2013
Tampa, FL 33601-0111

DPI Mid Atlantic, Inc.    Security Deposit           $28,426
1000 Prince Georges
Blvd. Upper Marlboro,
MD 20774-8705

Hillsborough Co. EPC      Environmental Site         $20,000
3629 Queen Palm Dr.       Monitoring
Attn: Carl J. Heintz
Tampa, FL 33619-1309

G.A.S. Fire               Services 1/1/2012 -        $13,552
Protection, Inc.          12/1/2013
5502 Tindale Road
Plant City,
FL 33565-3050

Domogawa Roofing Inc.     Services                   $12,721
7443 Como Dr.
New Port Richey, FL
34655-3420

RCS Company of Tampa      Services                   $11,024
422 Hobbs Rd.
Tampa, FL 33619-8016

Florida Department        September 2013             $10,874
Of Revenue                sales tax
5050 West Tennessee
Street Tallahassee,
FL 32399-0100

Florida Department        November 2013               $9,752
of Revenue                sales tax
5050 West Tennessee
Street, Tallahassee
FL 32399-0100

R2J Chemical              Invoice # 91009;            $2,337
Services, Inc.            90476; 89890
12345-D 62nd
Street N Largo,
FL 33773-3731

City of Tampa             Utilities                   $1,859
315 East Kennedy
Boulevard Fifth Floor
City Hall Tampa,
FL 33602-5211

Michael R. Nash,          Services                    $1,300
CPA, PLLC
PO Box 2068
Cornelius,
NC 28031-2068

Davis Supply, Inc.        Invoice # 23630;            $1,112
PO Box 60095              24197; 24688;25178
Fort Myers,
FL 33906-6095

AB Certified Water        Services                      $700
Treatment LLC
PO Box 5141
Sun City Center, FL
33571-5141

Jerry Money               Lawn Service                  $300
2708 Keene Campbell Rd.
Plant City,
FL 33565-5110


R & R Sewage Lift         Services                      $125
Station Services, Inc.
PO Box 1306
Thonotosassa, FL
33592-1306

Kings III Emergency       Services                       $70
Communications
751 Canyon Dr.
Suite 100
Coppell, TX 75019-3857

Packers' Plus Inc.        Business Product            Unknown
6422-H Harney Rd.         Damage from
Tampa, FL 33610-9162      Roof Leak

Twiss Transport, Inc.     Business Product            Unknown
1501 Lake Avenue, S.E.    Damage from
Largo, FL 33771-3747      Roof Leak

                       About Tampa Warehouse

Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) in Charlotte, North Carolina, on Dec. 5, 2013.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $100 million in assets and
between $10 million and $50 million in liabilities.  The Debtor
said its principal asset is located at 6422 Harney Road, in Tampa,
Florida.

Judge Laura T. Beyer is the bankruptcy judge handling the case.

Fred D. Godley, as member and manager, signed the bankruptcy
petition.  Owners of the Debtor are:  Charlotte Housing for the
Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred
D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and
Rocky Mount Housing for the Elderly (12.403%).

According to the docket, the deadline to file proofs of claim
against the Debtor is on April 15, 2014.

The Debtor is represented by represented by Joshua B Farmer, Esq.,
at Tomblin, Farmer & Morris, PLLC, in Rutherfordton, North
Carolina.


TIME INC: To Cut Jobs in Restructuring
--------------------------------------
William Launder, writing for The Wall Street Journal, reported
that Time Inc. plans to lay off just under 500 employees, or about
6% of its global staff, as part of a broader effort to simplify
the operating structure of its magazines, a person close to the
company said.

According to the report, the job cuts come months before the
magazine publisher is due to be spun off from parent company Time
Warner Inc. Time's titles include Sports Illustrated, People,
Fortune and Time magazine.

The cuts will be spread across Time, affecting Time's
international operations as well as the American Express
publishing business, home to titles such as Travel + Leisure and
Food & Wine, which Time acquired last year, the person said, the
report related.

In a letter to staff on Feb. 4 about the company's future
strategy, Chief Executive Joe Ripp disclosed plans for job cuts
although he didn't specify the numbers, the report said.  He said
the job cuts were necessary as management attempts to "right size"
the company ahead of the spinoff.

"When we enter the public markets in a few short months, our
success will depend on how investors view the momentum we are
generating at the new Time Inc.," Mr. Ripp wrote, the report
cited.


TOMSTEN INC: Hires Baker Tilly as Accountants
---------------------------------------------
Tomsten, Inc. asks for permission from the U.S. Bankruptcy Court
for the District of Minnesota to employ Baker Tilly Virchow
Krause, LLP as accountants.

The Debtor requires Baker Tilly to perform additional services
relating to tax advice, the preparation of tax returns and a
limited-scope audit on the Debtor's 401(k) plan.

The Debtor estimates that the fee payable in connection with Baker
Tilly's engagement will be approximately $33,000, although it
could be greater.

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

John R. Lindell, partner of Baker Tilly, 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.

Baker Tilly can be reached at:

       John R. Lindell
       BAKER TILLY VIRCHOW KRAUSE, LLP
       225 S Sixth St., Ste. 2300
       Minneapolis, MN 55402-4661
       Tel: (612) 876-4769
       E-mail: john.lindell@bakertilly.com

                      About Tomsten Inc.

Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D.
Minn. Case No. 13-42153) in Minneapolis on April 29, 2013.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million as of the Chapter 11 filing.  The Debtor has
tapped and Michael L. Meyer, Esq., and the firm of Ravich Meyer
Kirkman McGrath Nauman & Tansey as counsel.  Judge Gregory F.
Kishel presides over the case.

Steven M. Rubin and the law firm of Leonard Street and Deinard
serve as the Debtor's corporate counsel.  M Squared Group, Inc.,
is the Debtor's marketing consultant while Lighthouse Management
Group, Inc., is the Debtor's financial consultant.  Baker Tilly
Virchow Krause, LLP, serve as tax accountant to the Debtor.

The Official Unsecured Creditors' Committee is represented by Jay
Jaffe, Esq., at Faegre Baker Daniels LLP.  CBIZ Accounting, Tax
and Advisory of New York, LLC, serves as the Committee's financial
advisor.


TRANS-LUX CORP: Gabelli Funds Stake at 38.7% as of Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Gabelli Equity Series Funds, Inc. - The
Gabelli Small Cap Growth Fund disclosed that as of Dec. 31, 2013,
it beneficially owned 405,000 shares of common stock of Trans-Lux
Corporation representing 38.74 percent of the 1,045,440 shares
outstanding as reported by the Company as of Jan. 22, 2014.
A copy of the regulatory filing is available for free at:

                        http://is.gd/s9KTwr

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $1.36 million on $23.02 million of total revenues, as compared
with a net loss of $1.41 million on $23.75 million of total
revenues during the prior year.  The Company's balance sheet at
June 30, 2013, showed $19.69 million in total assets, $18.83
million in total liabilities and $859,000 in total stockholders'
equity.

"Management cannot provide any assurance that the Company would
have sufficient cash and liquid assets to fund normal operations.
Further, the Company's obligations under its pension plan exceeded
plan assets by $6.5 million at June 30, 2013 and the Company has
$1.7 million due under its pension plan over the next 12 months.
Additionally, if the Company is unable to cure the defaults on the
Debentures and the Notes, the Debentures and the Notes could be
called and be immediately due.  If the Debentures and Notes are
called, the Company would need to obtain new financing.  There can
be no assurance that the Company will be able to do so and, even
if it obtains such financing, how the terms of such financing will
affect the Company.  If the debt is called and new financing
cannot be arranged, it is unlikely that the Company will be able
to continue as a going concern," according to the Company's
quarterly report for the period ended June 30, 2013.


TRI-STATE FINANCIAL: Payments to Accountant Not Avoidable
---------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney ruled that none of the
transfers to James G. Jandrain, individually and d/b/a James
Jandrain, CPA, a member, manager and managing agent of Tri-State
Financial LLC, d/b/a North Country Ethanol, in the two years prior
to Tri-State's bankruptcy filing are avoidable as preferential
transfers under the Bankruptcy Code, fraudulent transfers under
the Bankruptcy Code, or fraudulent transfers under Nebraska law.
Judge Mahoney said the payments to Mr. Jandrain were authorized
and approved and/or ratified by the board of managers and/or the
members; and Thomas D. Stalnaker, the Chapter 7 trustee of Tri-
State, does not have a legitimate claim to those payments.

Of the $2 million dividend distribution to Tri-State's members on
Jan. 19, 2007, Jandrain received $180,000. The dividend was paid
to all unit holders pro rata as a dividend to offset the unit
holders' tax consequences resulting from the Debtor's 2006 profit
of $11,639,122.  Jandrain also received transfers, dated December
11, 2006, through November 17, 2008, in the amount of $769,154.

The case is, THOMAS D. STALNAKER, Trustee, Plaintiff(s), v. JAMES
G. JANDRAIN, individually and d/b/a JAMES JANDRAIN, CPA Defendant,
A10-8071-TJM (Bankr. D. Neb.).  A copy of the Court's Jan. 31,
2014 Order is available at http://is.gd/EXtBpzfrom Leagle.com.

Tri-State Financial LLC, owner of the North Country Ethanol plant
near Rosholt, South Dakota, filed a Chapter 11 petition (Bankr. D.
Neb. Case No. 08-83016) on Nov. 21, 2008, in Omaha, Nebraska.  The
company listed assets of $35 million and debt totaling $27
million.  Centris Federal Credit Union holds a secured claim
aggregating $19.6 million.  The Chapter 11 case was filed four
days after Centris launched a foreclosure action against Tri-
State.  The bankruptcy case was later converted to a Chapter 7
liquidation and Thomas D. Stalnaker as named Chapter 7 trustee.


TUSCANY INTERNATIONAL: Files for Chapter 11 to Sell to Lenders
--------------------------------------------------------------
Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc., the Alberta, Canada-based provider of
onshore drilling and workover services in Colombia, Brazil and
Ecuador to oil and gas companies, sought bankruptcy protection in
the U.S. with a deal with lenders to sell substantially all of the
assets in exchange for debt.

The Debtors and certain non-debtor affiliates have entered into a
restructuring support agreement with prepetition lenders holding
95% of the prepetition loans.  The RSA contemplates that
prepetition lenders will acquire substantially all of the assets
of TID in exchange for a credit bid of certain of their debt,
effectuated through a plan of reorganization.

The RSA also contemplates that a plan and disclosure statement
will be filed within 30 days of the Petition Date, a hearing will
occur within 60 days after the Petition Date, and a confirmation
hearing will occur within 90 days of the Petition Date.

Importantly, the RSA also contemplates a bidding and marketing
process to seek higher and better offers.  The Debtors anticipate
filing a motion for approval of bidding procedures in the near
future.

Certain of the prepetition lenders have agreed to provide DIP
financing in the principal amount of $35 million, plus a roll-up
of an additional $35 million of prepetition debt.

                   Prepetition Capital Structure

The Debtors currently owe $204,110,000 under a credit agreement
dated Dec. 23, 2013, pursuant to which the lenders hold senior,
first priority security interests in, and liens, upon
substantially all assets of TID and non-debtor affiliates,
including a pledge of each of their stock.  The Debtors believe
that the prepetition lenders are undersecured.

The Debtors also believe that, as of the Petition Date, their
unsecured trade debt is no more than $6.6 million in the
aggregate, of which $4.8 million was accrued in connection with
the Canadian operations, and $1.7 million was accrued in
connection with the Ecuadorian operations.

                        Road to Bankruptcy

Deryck Helkaa, the CRO, explains in court filings that
notwithstanding their positive market and competitive positions,
beginning in late 2012, the Tuscany entities began to experience
significant revenue, cash flow, and liquidity challenges, due in
large part to low rig utilization, non-payment by certain
customers on large overdue accounts receivable and underperforming
acquisitions in Brazil and Africa.

As of the Petition Date, the Tuscany entities' overall rig
utilization was less than 60%, with only 15 out of 26 rigs
currently operational.  Only two out of their nine Brazilian rigs
are operational.  The remaining rigs are "stacked," meaning they
are without contracts and stored.  Additionally, the Brazilian
operations have significant selling, general and administrative
expenses, which contribute further to the overall poor financial
performance in Brazil.  As a result, from January to October 2013,
the Brazilian operations generated $26 million in revenue and a
direct cost of $26 million, resulting in no gross margin.  During
the same time period, overhead costs were $6.7 million, leaving
the Tuscany entities' Brazilian affiliates with a negative EBITDA
of $6.7 million.

The Tuscany entities' results have also been affected by a
significant amount of accounts receivable that the Debtors believe
is unlikely to be collected.  For example, approximately $8.9
million is due t o one of the non-debtor affiliates from a
Colombian customer, and approximately $4 million is due to TID
from a customer in Ecuador.  In addition, one of the non-debtor
affiliates is currently in arbitration proceedings to collect
approximately $20 million in early termination penalties owed to
it from a customer in Brazil.

The Tuscany entities also suffered financial losses in connection
with a series of unprofitable acquisitions.  On May 18, 2011, TID
acquired Drillfor Perfuracoes do Brasil Ltda., a Brazilian
drilling and workover company, thereby increasing the Tuscany
entities' presence in Brazil by adding eight new rigs to their
fleet.  On September 15, 2011, TID consummated its acquisition of
Caroil SAS from Etablissements Maurel & Prom, a French exploration
and production company, which added six drilling rigs to the
Tuscany entities' Colombian presence and eight rigs in Africa.  In
each case, the operations failed to meet the Tuscany entities'
financial projections and resulted in little, if any, profits.

The challenges, among others, have caused a significant decline in
the Tuscany entities' financial health.  The Tuscany entities'
consolidated EBITDA is expected to have decreased from $43.2
million in calendar year 2012 to $17.3 million in calendar year
2013.  In the same period, their revenue is forecasted to have
declined from $222.8 million to $163.5 million.

TID's board of directors has actively pursued strategic
alternatives since late 2012.  TID retained Black Spruce Merchant
Capital Corp. and Citigroup Global Markets Inc. as financial
advisors in October 2012 and April 2013, respectively.

In accordance with the directives of the special committee of
independent directors formed by the TID board, over 80 parties
were contacted to solicit interest in a potential transaction with
TID.  TID provided access to a virtual data room to 12 interested
parties.  But the proposals received by the Special Committee were
either highly conditional, highly dilutive to existing
shareholders and not actionable within a reasonable timeframe, or
undervalued the assets proposed to be purchased.

On Sept. 5, 2013, TID and M&P entered into a non-binding
memorandum of understanding with respect to the potential
disposition of TID's assets in Africa, along with two additional
rigs based in South America.  On Nov. 14, 2013, TID and M&P
entered into definitive agreements with respect to: (i) the sale
of TID's then wholly owned-subsidiary, Caroil SAS, to M&P, the
primary assets of which consisted of nine drilling and workover
rigs and associated assets in Africa, and (ii) the sale of two
rigs based in South America to M&P.  On Dec. 23, 2013, tID
completed the Caroil disposition and on Jan. 16, 2014, TID
completed the rig sale.  Pursuant to the sales, M&P: (i) assumed
an aggregate $50 million of debt under the prepetition loans from
the Debtors; (ii) paid to TID an aggregate of $23 million, of
which $3.5 million remains in escrow and $19.5 million was applied
to reduce the outstanding amount under the prepetition loans, and
(iii) transferred 109 million common shares of TID to a special
purpose vehicle.

Despite the Caroil disposition and the rig sale, the Tuscany
entities remained in overleveraged position, unable to make
interest payments on their prepetition loans as scheduled.  The
Tuscany entities continued to seek refinancing alternatives.
However, faced with a lack of viable financing options and
dwindling liquidity, the Special Committee determined that the
Chapter 11 filings are necessary to preserve the Debtors' going
concern value.

                         First Day Motions

The Debtors on the Petition Date filed motions to, among other
things, pay prepetition sales and use taxes, pay prepetition
shipping and related claims, pay critical trade vendor claims, pay
employee wages, and pay foreign claims.  For the avoidance of
doubt, the Debtors seek authority, but not direction, to pay
amounts or satisfy obligations with respect to the relief
requested in the first day pleadings.

The Debtors also filed a motion for approval to access DIP
financing and use cash collateral.  The Debtors are requesting
approval to file under seal the fee letter signed in connection
with the DIP facility.

The Debtors have filed applications to hire (i) FTI Consulting
Canada, Inc., to provide a chief restructuring officer, Deryck
Helkaa, and (ii) tap Prime Clerk LLC as claims and notice agent.
The Debtors anticipate they will also request permission to hire
Latham Watkins LLP, as co-counsel; Young, Conaway, Stargatt &
Taylor, LLP, as co-counsel; McCarthy Tetrautt LLP, as special
Canadian counsel; and Deloitte & Touche LLP as tax professionals.

Moreover, the Debtors are seeking to assume their restructuring
support agreement with prepetition lenders.

                          About Tuscany

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  OF the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.


TUSCANY INTERNATIONAL: Has $35-Mil. Financing From Lenders
----------------------------------------------------------
Tuscany International Drilling Inc. on Feb. 2 disclosed that it
and one of its subsidiaries, Tuscany International Holdings
(U.S.A.) Ltd. have commenced proceedings under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware to implement a restructuring of
the Company's debt obligations and capital structure through a
plan of reorganization under the US Code.  The Company and Tuscany
USA also intend to commence ancillary proceedings in the Court of
Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act to seek recognition of the Chapter 11 Proceedings
and certain related relief.  The Chapter 11 Proceedings and the
CCAA Proceedings will provide for a stay of proceedings against
the Company and Tuscany USA.  Other than Tuscany USA, none of the
Company's other subsidiaries are parties to the Chapter 11
Proceedings or the CCAA Proceedings.  The proposed USD $35 million
DIP Credit Facility is expected to provide the Company with
sufficient working capital to allow its subsidiaries to continue
to operate in the normal course and meet their ongoing obligations
over the course of the restructuring.

The Company will enter into a fourth amended and restated senior
secured guaranteed credit agreement with Credit Suisse AG, Cayman
Islands Branch, as administrative agent and its various lenders.
The Company has entered into a restructuring support agreement
with the Agent and certain of its lenders.  The Amended Credit
Agreement and the Support Agreement are to facilitate the
Company's restructuring under the US Code and the CCAA.

Pursuant to the Amended Credit Agreement, certain of the Company's
lenders will provide a new credit facility to the Company under
the Amended Credit Agreement which will provide new funding to the
Company in an aggregate principal amount of USD $35 million.  The
DIP Credit Facility is subject to Court approval and the new funds
will be used to provide the Company and its subsidiaries with
working capital to meet their ongoing obligations over the course
of the restructuring.  The DIP Credit Facility is subject to
various conditions, including a condition that it be approved by
the United States Bankruptcy Court for the District of Delaware
pursuant to the US Code.  Upon satisfaction or waiver of the
conditions precedent contained in the Amended Credit Agreement,
the Company will be indebted to the Lenders in the principal
amount of approximately USD $237 million under the Amended Credit
Agreement.  The Company and the Lenders have also entered into a
forbearance agreement pursuant to which the Lenders have agreed to
forbear from enforcing their existing rights and remedies against
the Company's subsidiaries in order to allow those subsidiaries to
carry on business in the normal course during the Company's
restructuring process.

The Company and the Lenders have agreed, subject to the terms of
the Support Agreement, to pursue a balance sheet restructuring.
The Support Agreement contemplates a bidding and marketing process
to seek strategic alternatives that in accordance with bid
procedures to be approved by the US Court (the "Bid Procedures")
is intended to maximize value for stakeholders.

During the restructuring proceedings the Company expects to
continue with its day-to-day operations, and employee obligations
and any trade payables incurred after today are expected to be
paid or satisfied in the ordinary course.  The DIP Credit
Facility, together with current cash balances of and anticipated
cash flow from operations, are expected to provide sufficient
liquidity to the Company through the restructuring period.

Trading the Company's common stock on the Toronto Stock Exchange
and the Colombian Stock Exchange has been halted, and the Company
anticipates that the trading halt will remain in effect pending
delisting of the common stock.  The Company expects to complete
the restructuring during the second quarter of 2014.

                          About Tuscany

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  OF the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

The Debtors have filed applications to hire FTI Consulting Canada,
Inc., to provide a chief restructuring officer, Deryck Helkaa.
The Debtors anticipate they will also request permission to hire
Latham Watkins LLP, as co-counsel; Young, Conaway, Stargatt &
Taylor, LLP, as co-counsel; McCarthy Tetrautt LLP, as special
Canadian counsel; and Deloitte & Touche LLP as tax professionals.


TUSCANY INTERNATIONAL: Proposes Prime Clerk as Claims Agent
-----------------------------------------------------------
Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc., ask the U.S. bankruptcy Court for the
District of Delaware to appoint Prime Clerk LLC as claims and
noticing agent.

Prime Clerk will assume full responsibility for the distribution
of notices and the maintenance, processing and docketing of proofs
of claim filed in the Chapter 11 cases.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be approximately
5,000 entities to be noticed.

Prepetition the Debtors provided Prime Clerk a retainer of
$25,000.

Michael J. Frishberg, COO, attests that Prime Clerk is a
"disinterested person" as that term is defined in 11 U.S.C. Sec.
101(14).

For its claims and noticing services, Prime Clerk will charge the
Debtors at these hourly rates:

                                    Hourly Rate
                                    -----------
     Case Manager                      $45
     Analyst                          $135
     Technology Consultant            $130
     Consultant                       $140
     Senior Consultant                $170
     Director                         $195

For the firm's solicitation, balloting and tabulation services,
the rates are:

                                    Hourly Rate
                                    -----------
     Solicitation Analyst             $210
     Director of Solicitation         $235

The firm will charge $0.10 per page for printing, $.10 per page
for fax noticing and no charge for e-mail noticing.  Hosting of
the case Web site -- http://cases.primeclerk.com/tuscany-- is
free of charge.  For on-line claim filing services, the firm will
charge $5 per claim.

By separate application, the Debtors will seek authorization to
retain Prime Clerk as administrative advisor.

The claims agent can be reached at:

         PRIME CLERK LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022
         Attn: Shai Waisman
         Tel: (212) 257-5450
         E-mail: swaisman@primeclerk.com

                          About Tuscany

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  OF the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

The Debtors have filed applications to hire FTI Consulting Canada,
Inc., to provide a chief restructuring officer, Deryck Helkaa.
The Debtors anticipate they will also request permission to hire
Latham Watkins LLP, as co-counsel; Young, Conaway, Stargatt &
Taylor, LLP, as co-counsel; McCarthy Tetrautt LLP, as special
Canadian counsel; and Deloitte & Touche LLP as tax professionals.


TUSCANY INTERNATIONAL: Case Summary & 30 Top Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 cases:

     Debtor                                        Case No.
     ------                                        --------
     Tuscany International Holdings (U.S.A.) Ltd.  14-10193
     1950 140-4 Ave, S.W. Calgary
     Alberta T2P 3N3

     Tuscany International Drilling Inc.           14-10194
     1950 140-4 Ave, S.W. Calgary
     Alberta T2P 3N3

Type of Business: Provider of onshore drilling and workover
                  services to oil and gas companies to support the
                  exploration, development, and production of oil
                  and gas.

Chapter 11 Petition Date: February 2, 2014

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

Debtors' Counsel: Kara Hammond Coyle, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Email: bankfilings@ycst.com

                       - and -

                  Michael R. Nestor, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Fax: 302-571-1253
                  Email: bankfilings@ycst.com

                       - and -

                  Mitchell A. Seider, Esq.
                  Keith A. Simon, Esq.
                  David A. Hammerman, Esq.
                  Annemarie V. Reilly, Esq.
                  LATHAM & WATKINS LLP
                  885 Third Avenue
                  New York, NY 10022-4834
                  Email: mitchell.seider@lw.com
                         keith.simon@lw.com
                         david.hammerman@lw.com
                         annemarie.reilly@lw.com

Debtors' Special  McCARTHY TETRAULT LLP
Canadian Counsel:


Debtors' Chief    FTI CONSULTING CANADA, INC.
Restructuring     Bankers Hall, West Tower
Officers:         1000, 888- 3rd Street SW
                  Calgary, Alberta T2P 5C5
                  Main: 403.444.5372
                  Fax: 403.444.6758
                  fticonsulting.com

Debtors' Claims/  PRIME CLERK LLC
Noticing Agent:   830 3rd Avenue, 9th Floor
                  New York, NY 10022
                  Attn: Shal Waisman
                  Tel: (212)257-5450
                  Email: swalsman@primeclerk.com

Debtors' Tax      DELOITTE & TOUCHE LLP
Professionals:

Estimated Assets
(on a consolidated basis):$100MM-$500MM

Estimated Debts
(on a consolidated basis): $100MM-$500MM

The petitions were signed by Deryck Helkaa, chief restructuring
officer.

List of Debtors' Consolidated 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Citigroup Global Markets Inc.      Professional         $998,410
388 Greenwich Street               Fees
New York, NY 10013
Attn: Bankruptcy Dept
Phone: 212-816-6000
Fax: 201-716-3957

Black Spruce Merchant Capital      Professional         $413,427
Corp.                              Fees
325-7620 Elbow Drive SW
Calgary, AB T2V 1K2
Canada
Attn: Sonny Mottahed
Email: info@bsmc.ca
       sonny@bsmc.ca

Osler, Hoskin & Hercourt LLP        Professional        $292,232
100 King Street West                Fees
1 First Canadian Place Suite 4600
Toronto, ON M5X 1B8
Canada
Attn: Dale R Ponder
Phone: 403-260-7000
Fax: 416-862-6666
Email: dponder@osler.com

Canrig Drilling Technology Ltd.     Trade Payable       $256,815
14703 FM 1488 Rd
Magnolia, TX 77354
Attn: President or general counsel
Phone: 281-259-8887
Fax: 281-259-3115

Bank of Nova Scotia                 Unpaid interest     $213,267
Commercial Banking Scotia Centre    rate swap
Suite 3950, 700 2nd Street SW       payment
Calgary, AB T3P 2W2
Canada
Attn: Andrew Roberts and Gordon Rix
Phone: 403-299-6217
Fax: 403-221-6973

Mud King Products, Inc.             Trade payable       $118,936

Mi Swaco                            Trade Payable        $88,227

Industrial Air Tool, LP             Trade Payable        $84,165

ABO Supply                          Trade Payable        $79,470

Standard & Poor's Financial         Ratings Agency       $60,000
Services, LLC                       Fees

NBY Mellon Servicos Financeiros     Banking Fees         $47,368
DTVM S.A.

Osler, Hoskin & Harcourt LLP        Professional         $30,174
                                    Fees

Sullivan Wire Rope & Rigging Inc.   Trade Payable        $25,250

Swanberg USA, Inc.                  Trade Payable        $24,884

National Oilwell Varco, LLP         Trade Payable        $15,969

Radler Enterprises Inc.             Real Property        $15,799
                                    Lease

HongHua America LLC                 Trade Payable        $14,825

Midwest Hose & Specialty Inc.       Trade Payable        $13,470

Caroll-Southwest Oilfield Products  Trade Payable        $13,057

B. Hansen Inc.                      Trade Payable         $9,708

Forum Energy Technologies           Trade Payable         $7,634

World Petroleum Supply Inc.         Trade Payable         $7,101

Bishop Lifting                      Trade Payable         $6,220

Warrior Manufacturing Services Ltd. Trade Payable         $3,474

Marketwire LP                       Trade Payable         $2,540

The Bank of New York Mellon         Banking Fees          $2,500

Metafore Technologies Inc.          Trade Payable         $2,282

Gaffney-Kroese Supply Co.           Trade Payable         $1,993

Rogers Wireless                     Trade Payable         $1,635

Artecol Supply                      Trade Payable         $1,563


TWO FORTY-FOUR WICKENDEN: Claims Bar Date Set for June 4
--------------------------------------------------------
Vincent A. Indeglia, Esq., was appointed as Permanent Receiver of
Two Forty-Four Wickenden Inc. on Jan. 21, 2014, by the State of
Rhode Island Providence, SC. Superior Court in the case, MARY E.
KILLORAN Petitioner vs. TWO FORTY-FOUR WICKENDEN, INC., d/b/a
Z Bar Respondent P.M. No. PB-13-6217.

The Receiver was to give a $10,000 Surety Bond, with respect to
the faithful performance of the duties conferred upon the
Receiver.

All creditors or other claimants are ordered to file under oath
with the Receiver at:

     Vincent A. Indeglia, Esq.
     55 Pine Street, 4th Floor
     Providence, Rhode Island

on or before June 4, 2014, a statement setting forth their claims.

The commencement, prosecution, or continuance of the prosecution,
of any action, suit, arbitration proceeding, hearing, or any
foreclosure, reclamation or repossession proceeding, both judicial
and non-judicial, or any other proceeding, are restrained and
enjoined until further Court Order.


UNITED AIRLINES: CostCutting Cues Fitch's Pos. Credit Implications
------------------------------------------------------------------
United Airlines' (B/Positive) ongoing cost-cutting efforts,
including its recent announcement that it will cut capacity at its
Cleveland hub, are credit positives according to Fitch Ratings.

United on Feb. 3, 3014, announced its intent to reduce total
flights out of its Cleveland hub by 60% as part of its broader
effort to cut $2 billion in annual costs by 2017. We believe the
changes in Cleveland make strategic sense given that much of the
flying out of that hub is done on 50-seat regional jets (RJs).
Small RJs have become less attractive from a unit-cost perspective
in recent years as fuel prices have remained high, making the
changes in Cleveland positive from a cost per available seat mile
(CASM) standpoint.

United Airlines stated that its Cleveland hub has been
unprofitable for many years. Cutting money-losing routes follows
an industry trend of rationalizing capacity to increase return on
investment capital, a practice that has played a large role in
increasing the stability of U.S. carriers.

United Airlines' broader cost-cutting efforts include
restructuring its regional fleet away from smaller RJs, improving
fuel efficiency by taking delivery of new aircraft or retrofitting
older aircraft with winglets, and improving employee productivity.
Fitch expects United Airlines' cost-cutting efforts to aid
operating margins, which have lagged industry peers in recent
years.

United Airlines' decision to cut capacity is not unexpected, as
Cleveland represents the smallest hub in its network. The
Cleveland hub is also situated relatively close to both Newark and
Chicago, which are major United Airlines hubs.

Other cities have also seen large capacity cuts in recent years.
For instance, Memphis and Cincinnati both represent small hubs in
large networks that relied heavily on small RJs to serve
connecting traffic.

United Airlines expects this move will cut regional departures by
more than 70% in Cleveland, mainly represented by routes to
smaller cities where connecting traffic in Cleveland was not
sufficient to be profitable. Meanwhile, mainline flying to other
hubs and major cities will largely be retained, meaning United
Airlines will maintain the ability to serve origin and destination
traffic in Cleveland.


VTLM TEXAS: Verano's Suit Remanded to Nevada State Court
--------------------------------------------------------
Nevada District Judge James C. Mahan remanded the lawsuit, VERANO
LAND GROUP, LP, Plaintiff(s) v. VTLM TEXAS LP, et al.,
Defendant(s), No. 2:13-CV-939 JCM (CWH) (D. Nev.), to Nevada state
court.

The case involves VTLM Texas LP and a web of entities and
individuals, most of which are Nevada residents, as well as
lawsuits in Nevada and Texas.  Verano, a Nevada limited
partnership, raised approximately $65 million from Nevada
investors for a real estate investment in San Antonio, Texas.
Verano alleges that its former managers and a handful of their
alter egos used their control over Verano to pursue their own
self-dealing agendas resulting in damage to Verano and its
investors.

Verano's complaint was originally filed in state court on Jan. 30,
2012, alleging exclusively state-law claims for fiduciary
breaches, tortious interference, conversion, unjust enrichment,
breach of contract, bad faith, conspiracy, declaratory relief, and
professional negligence.

The procedural history of the case in state court is vast, and
involves numerous disputes over whether Nevada is the proper forum
for this action, including a decision by the Nevada Supreme Court.
This case was designated as complex under Rule 16.1(f) of the
Nevada Rules of Civil Procedure, six depositions have been taken,
tens of thousands of pages of documents have been produced in
discovery, written discovery has been exchanged, and the state
court docket reflects that there were approximately 211 filings
and 23 hearings in this matter. Despite several challenges by
VTLM, Nevada state courts consistently held that Nevada is a
proper forum for this action.

However, the case now becomes before the District Court because
VTLM filed a chapter 11 bankruptcy petition in the Western
District of Texas.  Subsequently, VTLM removed this case from
Nevada state court, citing federal bankruptcy rules and statutes
as the basis for jurisdiction.

In the motion, Verano requests that the District Court exercise
its prerogative to remand this case to state court on equitable
grounds.  Verano alternatively argues that the doctrine of
mandatory abstention applies and therefore the court must remand
this case to Nevada state court.

In a Jan. 30, 2014 Order available at http://is.gd/xFfAEvfrom
Leagle.com, the District Court finds that equitable remand is
appropriate, and thus will grant Verano's motion.

VTLM Texas, LP, filed for Chapter 11 bankruptcy (Bankr. W.D. Tex.
Case No. 13-51330) on May 20, 2013, listing under $1 million in
both assets and debts.  A copy of the petition is available at
http://bankrupt.com/misc/txwb13-51330.pdf William R. Davis, Jr.,
Esq., and R. Glen Ayers, Jr., Esq. -- wrdavis@langleybanack.com
and gayers@langleybanack.com -- at Langley & Banack, Inc., serve
as counsel.


W.R. GRACE: Exits Chapter 11; Reorganization Plan Effective Feb. 3
------------------------------------------------------------------
W. R. Grace & Co. disclosed that its Joint Plan of Reorganization
became effective on Feb. 3, 2014, marking the company's emergence
from Chapter 11.

The Joint Plan establishes two independent trusts to compensate
asbestos personal injury claimants and property owners.  The
trusts will be funded with more than $4 billion from a variety of
sources including cash, warrants to purchase Grace common stock,
deferred payment obligations, insurance proceeds, and payments
from former affiliates.  All allowed claims of non-asbestos
creditors will be paid in full.

On April 2, 2001, Grace voluntarily filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in order to resolve its
asbestos-related liabilities.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Board Authorizes $500MM Share Repurchase Program
------------------------------------------------------------
W. R. Grace & Co. on Feb. 4 disclosed that its Board of Directors
has authorized a share repurchase program of up to $500 million
expected to be completed over the next 12 to 24 months at the
discretion of management.

"This program demonstrates our commitment to increasing long-term
shareholder value," said Fred Festa, Grace's Chairman and Chief
Executive Officer.  "Our strong balance sheet and cash flow
provide the financial flexibility both to invest in growth and
return capital to shareholders."

Repurchases under the program may be made through one or more open
market transactions at prevailing market prices; unsolicited or
solicited privately negotiated transactions; accelerated share
repurchase programs; or through any combination of the foregoing,
or in such other manner as determined by management.  The timing
of the repurchases and the actual amount repurchased will depend
on a variety of factors, including the market price of Grace's
shares and general market and economic conditions.  Repurchased
shares will be held in treasury.  There is no guarantee as to the
number of shares that will be repurchased, and the share
repurchase program may be extended, suspended or discontinued at
any time without notice.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Sealed Air Completes Terms of Settlement Agreement
--------------------------------------------------------------
Sealed Air Corporation on Feb. 4 disclosed that it has completed
the material remaining conditions of the previously disclosed
Settlement agreement with the committees appointed to represent
asbestos claimants in the bankruptcy case of W. R. Grace & Co.
This agreement was approved by order of the United States
Bankruptcy Court for the District of Delaware on June 27, 2005.

Pursuant to the terms of the Settlement agreement, Cryovac, Inc.,
a wholly owned subsidiary of Sealed Air, fulfilled its obligation
with payments to asbestos claims trusts in the aggregate amount of
$930 million cash and 18 million shares of Sealed Air common
stock.

"This is very positive news for Sealed Air, as the completion of
the settlement has been anticipated for some time and now brings
finality to a matter after more than a decade of preparation. It
resolves asbestos-related claims against Sealed Air associated
with W. R. Grace & Co.," said Jerome A. Peribere, President & CEO
of Sealed Air.  "We will no longer incur interest on the
settlement, which amounted to $48 million in 2013.  Additionally,
we anticipate meaningful cash tax benefits over the next several
years that will provide cash that we can use to continue to add
value to our business."

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


VOGUE INT'L: Fitch Assigns Initial 'BB-' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings assigns the following initial ratings to Vogue
International LLC, after The Carlyle Group closes its investment
of 49% of the company's equity. The transaction will add $445
million in senior secured facilities, which Fitch expects to rate,
and is expected to close by the end of this month:

--Long-term Issuer Default Rating (IDR) 'BB-';
--$30 million Senior Secured 5 year revolver 'BB+';
--$415 million Senior Secured 6 year term loan 'BB+'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

PROVEN MARKETER

Vogue is a small private company whose point of differentiation is
in offering products using ingredients that address specific hair
conditions similar to the products found in a salon but at more
affordable price points. Most of the company's brand support is
with retailers rather than investments in national advertising to
pull consumers into the store. Consumers make the final purchase
decisions in store. Vogues approach has proven successful despite
low brand awareness relative to competitors.

Vogue has had a growing presence on-shelf with major retailers,
particularly in the mass and drug channel, for more than a decade.
Major retailers such as Target have grouped Vogues' OGX brand
under a 'salon affordable' banner, easily attracting consumers
desiring specific hair solutions. Fitch notes that over the past
several years many large household and personal care companies
have modestly pulled back on advertising and increased trade
spending to gain more last minute attention from consumers.

Fitch expects the company's business momentum to continue but at a
slower rate than in the recent past as its revenue base increases.
Near term actions to improve its selling and customer facing
organization, beginning with centralizing much of its
merchandising activities with a well-known national brokers, are
positive steps.

GROWING NICHE, GOOD POSITIONING

Vogue participates in the mass premium hair care category, which
has exhibited solid growth rates vis a vis a relatively flat
overall category. Despite the premium pricing to mid-tier brands
Fitch notes that Nexxus, a mass premium brand, had strong revenue
growth during the recession of 2009. Pressured consumers limited
visits to the more expensive salon channel and migrated down to
mass premium brands during that time frame. Thus, there is good
support for Vogue's subcategory, although there could be modest
negative impact during a cyclical downturn.

L'Oreal S.A. has commented on the bi-furcation in the beauty
market where mid-tier brands have generally lost share to premium
or value. IRI scanner data through mid-2013 shows modest or
negative growth rates for mid-tier, value brands, and the small
portion of private label in this category. These data points
support Fitch's view of Vogue's better than average growth
prospects.

At present, the company's ability to generate new, well-received
products has led to increased sales among existing and new
customers. It appears however, that new product development is led
by the 51% owner (post The Carlyle Group's investment), Todd
Christopher. Fitch expects Mr. Christopher to continue leading the
business.

ATTRACTIVE COST STRUCTURE, FCF

Manufacturing is outsourced resulting in a highly variable cost
structure. Net sales growth has exceeded the low to mid-single
digit average organic rate experienced by the company's
significantly larger peers. Margins have improved sequentially for
a number of years given higher top line growth and a more modest
rate of overhead increases. Limited fixed investments are
required. The company's FCF efficiency (Cash Flow from Operations
- Capex)/Net Income) is expected to be in the 90% range and in
line with larger consumer product companies such as the Procter &
Gamble Company.

Fitch anticipates that Vogue should generate significant FCF to
reduce debt balances related to its $415 million, six-year senior
secured term loan rapidly. Borrowing under the $30 million secured
revolver is expected to be modest. There is room in the company's
credit protection measures for modest discretionary activities
within the rating category as long as its business momentum
continues along its current path.

SIZE, LACK OF DIVERSIFICATION

The company participates primarily in hair care, with the majority
of its revenues derived from the United States. Revenues are also
small in relationship to its several large peers. Vogue may not
have the scale or resources to compete if a large competitor
invested heavily in advertising and trade spending for a
protracted period of time.

EVENT RISK INCREASES

The Carlyle Group (Carlyle), a private equity firm, will own 49%
of Vogue after its $391 million investment. Carlyle is expected to
exit its position in its investment at some point which could
increase event risk. Fitch does not rate for the potential, but
will review the implication to the ratings when and if an event
occurs.

DEBT STRUCTURE AND LIQUIDITY

Pro-forma leverage for the transaction is 4x. However, given
mandatory excess cash flow requirements in Vogue's credit
agreement, Fitch expects debt balances to decline meaningfully
each year. Protection for creditors is provided by a Net First
Lien Leverage Ratio which steps down quickly from 5.25x at June
30, 2014 to 3.75x at March 31, 2016 and thereafter. It is
anticipated that the company should ably meet requirements with a
solid cushion. Debt maturities on the term loan are structured to
be modest at approximately $4.2 million per year.

FCF given modest fixed investments is ample. Vogue has moderate
room for discretionary activities given its strong FCF. Liquidity
is adequate and supported mainly by the FCF and the $30 million,
five-year senior secured revolver.

RATING SENSITIVITIES

What Could Trigger a Rating Action

-- Given the company's small size and above average business risk
   given its lack of product and geographic diversification, an
   upgrade is unlikely.

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

-- Event related increases in leverage of more than one turn from
   the day the transaction is consummated, such as a dividend
   recapitalization.

-- Protracted spending by a large well-funded competitor in the
   mass premium segment that has the potential to negatively
   impact Vogue's business profile.


WEST CORP: S&P Assigns 'BB' Rating to $313MM Sr. Secured Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all existing ratings,
including the 'BB-' corporate credit rating, on Omaha, Neb.-based
business process outsourcer West Corp.  The rating outlook is
stable.

At the same time, S&P assigned the company's issued $313 million
senior secured term loan due 2016 and $2.063 billion due 2018 an
issue-level rating of 'BB' (one notch above the 'BB-' corporate
credit rating on the company), with a recovery rating of '2',
indicating S&P's expectation for substantial (70% to 90%) recovery
for bondholders in the event of a payment default.

"In our view, the rating on West Corp. reflects our expectation
that leverage will remain relatively high, in the 4x to 5x area
over the intermediate term, as the company will operate under a
less aggressive financial policy and continue its acquisition-
oriented growth strategy.  This expectation underscores our
assessment of West Corp.'s financial risk profile as "aggressive"
(based on our criteria).  West Corp. has been an active acquirer
of automated services companies as it seeks to expand its presence
in higher-margin areas.  We view the company's business risk
profile as "fair," based on its good EBITDA margin and revenue
stability.  We believe these dynamics will result in West
achieving low- to mid-single-digit percentage revenue and EBITDA
growth, on average, over the intermediate term, with slightly
lower leverage", S&P said.

West Corp. is a business process outsourcer of conferencing
services, public safety services, automated alerts, notifications
services, and agent-based and automated call center services, with
operations in the U.S., the U.K., and many other countries.  The
company has a good EBITDA margin and competitive position in the
fragmented, highly competitive market for communication services.
West Corp. competes with larger peers with significant offshore
operations, and often with clients' in-house staff.  The market
for conferencing services is competitive, despite healthy margins.
West strives to increase call volume and reduce costs to offset
steadily declining pricing, which it has generally accomplished.
This trade-off will likely hurt its EBITDA margin over time.
Nonetheless, S&P believes longer-term trends generally will
continue to favor outsourcers such as West, as companies continue
outsourcing noncore functions to extract operating efficiencies.


* 10th Circuit Rules on Issue Preclusion Doctrine
-------------------------------------------------
A three-judge panel of the U.S. Court of Appeals for the Tenth
Circuit composed of Judge Timothy C. Tymkovich, Judge William
Holloway, Jr., and Judge Neil M. Gorsuch, on Jan. 28 reversed a
judgment by the U.S. Bankruptcy Appellate Panel in a lawsuit
arising from an employment dispute between plaintiffs James
Hamilton and Richard Kus and their former employer, Water
Whole International, and its owner, Wolfgang Zwanziger.

Hamilton and Kus sued Zwanziger for fraud and violations of
Oklahoma's wage laws.  A jury found Zwanziger liable and awarded
Hamilton and Kus a combined sum of $573,000.  Zwanziger appealed.
On appeal, the Tenth Circuit affirmed the jury's verdict on
liability but reversed on damages.  The case was remanded to the
district court to recalculate damages.  But before the district
court could recalculate the damages, Zwanziger declared
bankruptcy.  Kus and William Clark, as trustee of Hamilton's
estate (since Hamilton also had declared bankruptcy), then filed a
complaint in bankruptcy court to determine how much of Zwanziger's
liability was not dischargeable.

The bankruptcy court concluded that our prior judgment finally
decided Zwanziger's liability to Clark and Kus for fraud. But
because the Tenth Circuit reversed the damages award and did not
issue one of its own, the bankruptcy court believed the issue of
the amount of damages remained unresolved.  And because the
bankruptcy court was determining only the amount of damages not
dischargeable in bankruptcy, the bankruptcy court believed it was
not bound by the Tenth Circuit's remand instructions to the
district court.  After reviewing both sides' damages case, the
bankruptcy court awarded Clark and Kus a combined sum of $181,300
in nondischargeable damages, $50,000 of which was for emotional
distress.

The appeal asked the Tenth Circuit to consider a novel question:
Does issue preclusion apply in bankruptcy court to a final
determination in district court that a party waived an issue?

The Tenth Circuit, through Judge Tymkovich, concluded that issue
preclusion does not apply to the waiver finding in the case.
Therefore, exercising jurisdiction under 28 U.S.C. Section
158(d)(1), the Tenth Circuit reversed the judgment of the
Bankruptcy Appellate Panel and remanded the case for the
bankruptcy court to reinstate its order.

The appeals case is WILLIAM M. CLARK, JR., Chapter 7 Trustee of
the Bankruptcy Estate of James R. Hamilton; and RICHARD A. KUS,
Plaintiffs - Appellants, v. WOLFGANG FRIEDRICH ZWANZIGER,
Defendant - Appellee, No. 12-6123 (10th Cir.).  A full-text copy
of the Decision is available at:

         http://bankrupt.com/misc/10thCir126123.pdf

Bruce F. Klein, Bruce F. Klein, PLLC, Oklahoma City, Oklahoma, for
Appellants. Mike Rose, Michael J. Rose, P.C., Oklahoma City,
Oklahoma, for Appellee.


* Morgan Stanley Reaches $1.25 Billion Mortgage Settlement
----------------------------------------------------------
Michael Corkery and Jessica Silver-Greenberg, writing for The New
York Times' DealBook, reported that Morgan Stanley has agreed to
pay $1.25 billion to the Federal Housing Finance Agency to resolve
claims that it sold shoddy mortgage securities to Fannie Mae and
Freddie Mac.

According to the report, in a securities filing late on Feb. 4,
Morgan Stanley said that it had reached an agreement "in
principle" with the agency, which is the federal conservator for
the mortgage finance giants Fannie and Freddie.

The settlement is the latest agreement between a Wall Street firm
and the F.H.F.A., which in 2011 sued 18 financial institutions
seeking relief for some of the big losses suffered by the
taxpayer-supported entities, the report related.

According to the agency's lawsuit, Morgan Stanley sold $10.58
billion in mortgage-backed securities to Fannie and Freddie during
the credit boom, while presenting "a false picture" of the
riskiness of the loans, the report said.

The housing finance agency said the underwriting of the mortgage
loans did not meet the standards detailed to Fannie and Freddie.
The lawsuit involved mortgage-backed securities issued from Sept.
12, 2005, to Sept. 27, 2007, the report further related.


* Brisk Business in Big Law Firms Hiring Other Firms' Partners
--------------------------------------------------------------
Elizabeth Olson, writing for The New York Times' DealBook,
reported that the country's biggest law firms are hiring other
firms' partners at a rapid pace, a new study has found. Lawyers
specializing in corporate work are the hottest commodities, an
annual tally by the legal journal American Lawyer showed.

As firms jockeyed to expand, corporate lawyers represented 17
percent of the total partner moves for the 12 months ended Sept.
30, 2013, up from 8 percent in the previous 12-month period, the
Journal said, citing figures released on Feb. 3.

According to the report, over all, there were 2,522 such moves in
the period, slightly below the 2,691 previous total, according to
The American Lawyer tabulation. The law firm Baker & McKenzie
added the largest number, hiring 68 partners from other firms,
followed by Jones Day, which hired 65. Also near the top of the
list were Husch Blackwell with 52, K&L Gates with 48 and Reed
Smith with 40.

The tide of lawyers moving to new offices is shoring up law firm
revenues, but William Henderson, a law professor at Indiana
University's Maurer School of Law, and Christopher Zorn, a law
professor at Pennsylvania State University, have found that
increasing revenue "through a lateral acquisition strategy dilutes
rather than grows the profit pool," the report related.

Mr. Henderson and Mr. Zorn, both law firm management experts,
based their analysis on the 13 years of data collected in the
surveys, which found that lateral hiring increased about 20
percent over the period, the report added.



                             *********

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
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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
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