TCR_Public/140206.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 6, 2014, Vol. 18, No. 36

                            Headlines

AEGIS TOXICOLOGY: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1
AEGIS TOXICOLOGY: S&P Assigns 'B' CCR & Rates $235MM Debt 'B'
ALEO SOLAR: Bosch Disposes of Stake in Troubled Firm
AMC ENTERTAINMENT: Fitch Rates Proposed $325MM Sub. Notes 'B-'
AMC ENTERTAINMENT: S&P Rates Proposed Sub. Notes Due 2022 'B-'

AMC ENTERTAINMENT: Moody's Rates Sub. Bonds B3 & Affirms B2 CFR
AMERICAN AIRLINES: Sales Top Estimates on Traffic, Fare Gains
AMERICAN GREETINGS: S&P Affirms 'B+' CCR & Rates $275MM Notes 'B-'
ARCHDIOCESE OF MILWAUKEE: Seeks Increase in Quarles' Fee Cap
BATISTA-SANECHEZ: Plan Rejected; SunTrust Deficiency Claim Okayed

BERNARD L. MADOFF: JPMorgan's $543MM Trustee Settlement Approved
BIRD CITY ENTERTAINMENT: Lot to Be Auctioned Off March 6
BISHOP OF STOCKTON: Taps Heenan as PR Consultant
BISHOP OF STOCKTON: Taps Rev. Pranaitis as Consultant
BISHOP OF STOCKTON: Proposes Greeley as Financial Consultant

BROWN ACRES: Property to Be Auctioned Off March 20
BUFFET PARTNERS: Case Summary & 20 Largest Unsecured Creditors
CEC ENTERTAINMENT: S&P Assigns 'B' CCR on Apollo Acquisition
CENTENNIAL BEVERAGE: Plan Confirmation Hearing Today
CENTURY INTERMEDIATE: Moody's Assigns B3 Rating on $275MM Notes

CLINTON F. BROWN: Lot, Heavy Equipment to Be Auctioned Off April 4
COLOR STAR: Court Okays Scouler & Co.'s Walker as CRO
COLOR STAR: SSG Advisors Approved as Investment Banker
COLOR STAR: Court OKs Hiring of UpShot Services as Noticing Agent
CONSTRUCTORA DE HATO: Has Until March 20 to File Chapter 11 Plan

CONVERGYS CORP: Moody's Confirms Ba1 CFR & Rates $650MM Loan Ba1
CONVERGYS CORP: S&P Affirms BB+ CCR & Rates New $650MM Debt BB+
DETROIT, MI: Suburbs Leery of Water Works Spinoff to Help City
DETROIT, MI: Court Rejects Bid for Art Valuation Committee
DETROIT, MI: Wants Unsecured Creditors Committee Dissolved

DETROIT, MI: Says Official 1983 Claimant Committee "Unnecessary"
DIOCESE OF GALLUP: Wins Nod for Keegan as Financial Adviser
DIOCESE OF GALLUP: UST Wants Pachulski to Follow New Guidelines
E.H. MITCHELL: Laurent Suit Delays Plan Filing
EDGENET INC: Hires Klehr Harrison as Counsel

FIRST QUANTUM: S&P Puts 'B' Rating on $350MM Notes on Watch Pos.
FISKER AUTOMOTIVE: Benteler Aluminum Withdraws Objection to Plan
FOX & HOUND: Hires Hilco Real as Real Estate Consultant
FOX & HOUND: Has Green Light to Hire YCST as Local Counsel
FOX & HOUND: Can Employ Epiq as Administrative Advisor

FOX TROT: Taps Duane Cook as Special Counsel
FREE LANCE-STAR: Time to File Schedules Extended Through Feb. 21
G & S RESEARCH: Case Summary & 20 Largest Unsecured Creditors
GARY PHILLIPS: Court Closes Chapter 11 Reorganization Case
GOLDKING HOLDINGS: Hires Gibbs & Bruns as Litigation Counsel

GREGORY & PARKER: Reorganization Case Converted to Chapter 7
HOUSTON REGIONAL: Astros Strike Out in Play to Dismiss Bankruptcy
GROUP UNITED: Panama Canal Expansion on 'Brink of Failure'
HYLAND SOFTWARE: Moody's Affirms B2 CFR & Rates 1st Lien Loan B2
HYLAND SOFTWARE: S&P Affirms 'B' CCR & Rates New $435MM Debt 'B'

INC RESEARCH: S&P Affirms 'B' CCR & Rates $375MM Sec. Debt 'B+'
INTERNATIONAL RECTIFIER: S&P Affirms 'BB' IDR; Outlook Stable
JERRY'S NUGGET: Feb. 26 Hearing on Closing of Reorganization Case
JORDAN HOSPITAL: S&P Revises Outlook to Neg. & Affirms 'B+' Rating
KRONOS WORLDWIDE: S&P Rates Senior Secured Debt 'B+'

LEHMAN BROTHERS: Settlement of Bank of Tokyo Claims Approved
LEHMAN BROTHERS: $241 Million in Claims Disallowed
LEHMAN BROTHERS: Claims of Claren Road, Underwriters Subordinated
LEHMAN BROTHERS: SDNY Court Drops Smith Rocke Suit vs. Venezuela
LEHMAN BROTHERS: Foreclosure Sale Today on Martinez Property

LEHMAN BROTHERS: James Boyojian Represents Stock Awards Claimants
LENNAR CORP: Moody's Rates New Unsec. Notes Ba3 & Affirms Ba3 CFR
LENNAR CORP: S&P Assigns 'BB-' Rating to $550MM Sr. Notes
MARGAUX CITY LIGHTS: Court Confirms Liquidation Plan
MCLEAN FARMS: Assets to Be Auctioned Off April 29

MICRON TECHNOLOGY: Moody's Hikes CFR to B2 & Rates Sr. Notes Ba3
NETFLIX INC.: Moody's Rates $400MM Sr. Unsecured Notes 'Ba3'
NETFLIX INC: S&P Rates $400MM Sr. Unsecured Notes 'BB-'
NIRVANIX INC: Court OKs Creditors' Committee Deal with Lenders
PACE UNIVERSITY: S&P Revises Rating on Revenue Bonds to 'BB+'

PANTRY INC: Activist Pushes Firm to Consider REIT Creation
PROSPECT SQUARE: Section 341(a) Meeting Set on March 4
PUCHI PROPERTIES: Voluntary Chapter 11 Case Summary
PUERTO RICO: GO Bonds Inch Higher After S&P Downgrade
PUERTO RICO: Investors Appears to Shrug Off Debt Downgrade

RAVINDRA NAGENDRA: Shares at Doric Apartment to Be Sold Today
REAL ESTATE ASSOCIATES: Case Summary & 6 Top Unsecured Creditors
REGENCY ENERGY: Fitch Rates $600MM Sr. Unsecured Notes 'BB'
REGENCY ENERGY: S&P Assigns 'BB' Rating to $600MM Sr. Unsec. Notes
REGIONAL CARE SERVICES: Case Summary & 20 Top Unsecured Creditors

REGENCY ENERGY: Moody's Rates Sr. Unsecured Notes Due 2022 'B1'
RENT-A-CENTER INC: Moody's Cuts CFR to Ba3, Puts Ratings on Review
RESIDENTIAL CAPITAL: Justifies $2.0-Mil. Success Fee for CRO
REVSTONE INDUSTRIES: Sues Former Owner to Recover $12.95-Mil.
RIH ACQUISITIONS: Can Make Donations Instead of Tax Payments

SARKIS INVESTMENTS: Taps GA Keen as Real Estate Broker
SCRUB ISLAND: Seeks to Compel Data From FirstBank Puerto Rico
STEAKHOUSE PARTNERS: SEC Revokes Registration of Securities
SUNTECH POWER: Appoints Michael Pearson as New Board Member
SUSANNA ANKRAH ESTATES: Voluntary Chapter 11 Case Summary

T & M SALVAGE: Case Summary & 20 Largest Unsecured Creditors
TUSCANY INTERNATIONAL: Proposes TID as Foreign Representative
TUSCANY INTERNATIONAL: To Pay $1.4 Million to Critical Vendors
TUSCANY INTERNATIONAL: Proposes $35 Million of DIP Financing
TUSCANY INTERNATIONAL: To Assume Restructuring Support Agreement

TUSCANY INTERNATIONAL: Proposes FTI Canada's Helkaa as CRO
UNITED ELECTRONICS: Case Summary & 17 Largest Unsecured Creditors
VIVA ALAMO: Moody's Rates $550M Secured Debt 'B1'; Outlook Stable
W.R. GRACE: Reorganization Plan Declared Effective
W.R. GRACE: Exit Facility Approved by Bankruptcy Judge

W.R. GRACE: PI FCR Roger Frankel Has New Law Firm
W.R. GRACE: Harper Settlement Addendum Approved by Judge
W.R. GRACE: Has Deal to Expunge Dies & Hile Asbestos Claims
W.R. GRACE: John F. Akers Out as Board Member
W.R. GRACE: Reports $29.7-Mil. Net Income in Fourth Quarter

WESCO AIRCRAFT: Moody's Places Ba3 CFR on Review for Downgrade
YP HOLDINGS: S&P Affirms 'B' CCR Following $200MM Incremental Loan

* Officials Press for Quicker Action on Fannie, Freddie
* Small Banks Face Decision to Repay TARP or Pay More

* Renovo Bags M&A Advisor's 2013 Distressed Deal of the Year Award
* GA Capital Provides $35MM Financing Facility for Reichhold

* Top Bankruptcy Lawyer Jack Butler Will Move to Hilco

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


AEGIS TOXICOLOGY: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2-PD Probability of Default Rating to Aegis Toxicology
Sciences Corporation (Aegis). This is the first time Moody's has
assigned ratings to Aegis. Moody's also assigned a B1 (LGD 3, 33%)
and a Caa1 (LGD 5, 87%) rating to the company's proposed first and
second lien senior secured credit facilities, respectively. The
outlook for the rating is stable. Moody's understands that the
proceeds of the proposed facilities will be used along with
contributed equity to fund the acquisition of the company by ABRY
Partners.

Ratings assigned:

$40 million first lien senior secured revolving credit facility
expiring 2019 at B1 (LGD 3, 33%)

$195 million first lien senior secured term loan due 2021 at B1
(LGD 3, 33%)

$98 million second lien senior secured term loan due 2021 at Caa1
(LGD 5, 87%)

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

The rating outlook is stable.

Ratings Rationale

Aegis' B2 Corporate Family Rating reflects Moody's expectation
that the company will initially operate with very high leverage.
The rating also reflects the company's relatively small scale and
reliance on one segment for the majority of its growth. However,
the rating also reflects the company's track record of impressive
organic growth and attractive margins. Moody's also expects that
free cash flow will benefit from continued growth and lower
capital spending given the considerable capital investments made
in 2011 and 2012 to increase capacity.

The stable rating outlook reflects Moody's expectation that the
company will continue to grow organically, which will in turn
improve credit metrics. The stable outlook also incorporates an
expectation of improved free cash flow aided by a more moderate
level of capital spending and sustainability of healthy EBITDA
margins. Finally, the outlook reflects Moody's expectation that
the company will not embark on debt financed acquisitions or
shareholder initiatives in the near term.

If the company can reduce leverage, improve free cash flow and
grow in scale and diversification, both geographically and in
services, the ratings could be upgraded. For example, if leverage
was to decline and expected to be sustained at about 4.0 times,
the rating could be upgraded.

If the company fails to reduce leverage from pro forma levels to a
level approaching 5.5 times in the next 12-18 months or
experiences negative free cash flow, the rating could be
downgraded. For example, if reimbursement changes negatively
impact operating results or the company increases debt for
acquisitions or shareholder initiatives thereby preventing the
expected improvement in credit metrics, the rating could be
downgraded.

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

Aegis Toxicology Sciences Corporation, headquartered in Nashville,
TN, is a specialty toxicology laboratory providing services to the
healthcare, sports, forensics, law enforcement and food production
industries. The largest and fastest growing segment of the
company's business provides services related to pain medication
and monitoring to healthcare professionals and pain clinics in the
US. Following the proposed transaction, the company will be
jointly owned by ABRY Partners and members of management.


AEGIS TOXICOLOGY: S&P Assigns 'B' CCR & Rates $235MM Debt 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Aegis Toxicology Sciences Corp.  The
outlook is stable.  At the same time, S&P assigned a 'B' issue-
level rating with a '3' recovery rating to the new $235 million
first-lien credit facility, which includes an undrawn $40 million
revolving credit line, and a 'CCC+' issue-level rating with a '6'
recovery rating to the new $98 million second-lien credit
facility.

"Our ratings on Aegis reflect our assessment of the company's
"weak" business risk profile and "highly leveraged" financial risk
profile," said credit analyst Maryna Kandrukhin.  "Our business
risk profile assessment reflects Aegis' small size, narrow
business focus, limited market share, high reimbursement exposure
to government programs, and our view that the company operates in
a highly competitive and fragmented market space with fairly low
barriers to entry."

The stable outlook reflects S&P's expectation that, despite
increasing EBITDA and positive cash flow generation, Aegis'
adjusted debt leverage will remain above 5.0x over the next 12
months as S&P do not expect the company's financial sponsor to use
internally generated cash flow for permanent debt repayment.

Downside Scenario

S&P could lower the rating in the event that Aegis' cash flows
fall meaningfully short of its expectations, resulting in FFO to
total debt in the low-single digits and negative free cash flow.
This would require a high double-digit revenue decline and an
EBITDA margin reduction of at least 10%.  This scenario could
materialize if one of Aegis's large competitors such as Laboratory
Corp. or Quest Diagnostics strategically expanded into the pain
management drug testing field and won significant market share
from Aegis and/or Medicare implemented substantial reimbursement
rate cuts resulting in lower revenues and compressed margins for
Aegis.  In addition, potential emergence of alternative pain
management approaches and medications with lower propensity to
cause addiction might significantly curtail the demand for pain
management drug testing and adversely affect the company's
prospects.

Upside Scenario

S&P could consider raising the rating if the company were able to
reduce adjusted leverage below 5x and sustain it at the levels
commensurate with an aggressive financial risk profile.  S&P
estimates that high double-digit revenue growth and at least a
300-bp improvement in EBITDA margins could provide a credit
measures improvement required for an upgrade.  S&P would also need
to be confident that the company's financial policy is consistent
with the maintenance of those credit measures on an ongoing basis.


AMC ENTERTAINMENT: Fitch Assigns 'B-' Rating to $325MM Sr. Notes
INTERNATIONAL RECTIFIER: S&P Affirms 'BB' IDR; Outlook Stable
REGENCY ENERGY: Fitch Assigns 'BB' Rating to $600MM Sr. Notes



                            *********


ALEO SOLAR: Bosch Disposes of Stake in Troubled Firm
----------------------------------------------------
Neetha Mahadevan, writing for The Wall Street Journal, reported
that Robert Bosch GmbH will pay EUR31 million ($41.9 million) to
dispose of its majority stake in aleo solar AG, the solar module
maker said on Feb. 5, heaping further costs on Bosch's exit from
the solar energy sector.

According to the terms of the deal, aleo will be sold to the
consortium SCP Solar GmbH for a symbolic price of EUR1, the report
related.  Bosch will pay EUR31 million to aleo solar, which in
turn will pay the SCP consortium EUR10 million.

Bosch, which holds a 90.7% stake in aleo solar, will then help
liquidate the unit and provide additional funds if need arises to
avoid insolvency, aleo solar said, according to the report.

Bosch, one of the world's top auto parts suppliers, last year
chose to withdraw from the solar energy sector by March this year,
the report said. It blamed sustained losses on massive
overcapacity in the global solar energy market, and said it failed
to achieve a competitive position with the business.

Bosch has two other facilities that it wants to shed, the report
added.  It plans to sell the bulk of its solar operations in
Arnstadt, Germany to SolarWorld AG, and will pay up to EUR130
million to see the deal through, people familiar with the matter
have said.


AMC ENTERTAINMENT: Fitch Rates Proposed $325MM Sub. Notes 'B-'
--------------------------------------------------------------
Fitch has assigned a 'B-/RR5' rating to AMC Entertainment, Inc.'s
(AMC) proposed $325 million eight-year senior subordinated notes.
AMC's Issuer Default Rating (IDR) is 'B' and the Rating Outlook is
Positive.

AMC announced its plans to issue $325 million in Senior
Subordinated Notes due 2022.  In conjunction with its IPO proceeds
described below, proceeds from the new notes will be primarily
used to complete the tender offer of its 8.75% senior notes due
June 2019 ($600 million outstanding).  The new subordinated notes
will be pari passu with the existing subordinated notes.

Fitch views the transaction favorably as AMC will further reduce
debt balances.  AMC has reduced absolute levels of debt from
roughly $2.4 billion at FYE 2011 (March 31, 2011) to $1.9 billion,
pro forma the refinancing.  In addition to reducing absolute debt,
improvement in operations has driven unadjusted gross leverage
from 8.5x in 2011 to 4.2x (pro forma for the new notes and tender
of the senior notes).

On Dec. 23, 2013, AMC Entertainment Holdings, Inc. (AMCH; parent
of AMC) completed an IPO, selling 21.1 million shares priced at
$18 per share for net proceeds of $359.1 million after
underwriting discounts and commissions.  Post-IPO, Dalian Wanda
Group holds 91% and 78% of voting and economic interest,
respectively.

On Jan. 15, 2014, AMC initiated a cash tender offer for any and
all of its 8.75% senior notes due June 2019.  The tender offer
expires on Feb. 12, 2014.  Notes that tendered and consented to
the proposed amendment on or before Jan. 29, 2014 would receive
total consideration of $1,068.75 for every $1,000 tendered.  The
proposed amendment would eliminate substantially all of the
restrictive covenants and certain events of default provisions of
the indenture.  AMC announced on Jan. 30, 2014 that it had
received tenders and consents from holders of approximately
$463.7 million (77.3% of total) of its outstanding 8.75% senior
notes.  AMC has the option to call these notes in June 2014 at
104.375%.  Fitch expects any notes not tendered would be redeemed
in June.

                      LEVERAGE AND LIQUIDITY

AMC's liquidity is supported by $128 million of cash on hand (as
of Sept. 30, 2013), $150 million of availability on its revolving
credit facility, and the net proceeds following the transactions
discussed above of approximately $24 million (total cash of
$152 million pro forma the transactions).

Proforma for the completion of the tender offer and new senior
subordinated debt issuance, the company has a manageable maturity
schedule, which consists of:

   -- Revolver due in 2018;

   -- $600 million in subordinated notes and $771 million term
      loan (amortizing at $7.5 million per annum) due 2020

   -- $325 new subordinated notes due 2022.

AMCH intends to institute a quarterly dividend of $19 million
($76 million for the full year), with the first dividend payment
expected in the first quarter of 2014.  The dividend will more
than offset any potential interest savings from debt reduction
discussed above, pressuring free cash flow (FCF).  Fitch has
modeled capital expenditure spending of approximately $250 million
in 2014 and 2015.  As a result, Fitch expects FCF will range from
negative $25 million to positive $25 million over the next two
years, and remain positive thereafter. LTM FCF at Sept. 30, 2013
was $73 million.

Fitch believes that AMC has sufficient liquidity to fund these
capital initiatives, make small theater circuit acquisitions, and
cover its term loan amortization.

                        KEY RATING DRIVERS

AMC's ratings reflect Fitch's belief that movie exhibition will
continue to be a key promotion window for the movie studios'
biggest/most profitable releases.

The Positive Outlook is primarily driven by the company's improved
credit metrics (interest coverage, gross leverage, and EBITDA
margins) driven by absolute debt reduction (including the proposed
tender offer transaction), operating improvements, and Fitch's
stable outlook on the movie exhibition industry.  Over the next 12
to 24 months, the rating may be upgraded one notch if AMC can
demonstrate positive traction with its capital investment plans
via increased revenue per patron and continued growth in EBITDA.
Recognizing the hit cyclical nature of the industry and the
volatility this can cause to revenues and EBITDA, Fitch would
expect unadjusted gross leverage to remain below 4.5x and EBITDA
margins of around 15%, in order to support a 'B+' rating.  In
strong-performing box office years, metrics may be stronger in
order to provide a cushion for weaker box office years.
Despite a strong 2012 box office performance, 2013's film slate
delivered positive growth in box office revenues, up 0.8%,
according to Box Office Mojo.  Attendance declines of 1.3% were
offset by a 2.1% increase in average ticket price.  This will pose
a tough comparison year in 2014. However, as in the past few
years, there are many high-profile sequels that have a strong
likelihood of box office success.  The releases of 'Captain
America: Winter Soldier,' 'The Amazing Spider-Man 2,' 'X-Men: Days
of Future Past,' 'Transformers: Age of Extinction,' 'The Hunger
Games: Mockingjay Part 1,' and 'The Hobbit: There and Back Again,'
headline a strong film slate.  Fitch believes the film slate will
support industry-wide box office revenue levels with flat to low
single digit declines in attendance and flat average ticket price.
Fitch believes the investments made by AMC and its peers to
improve the patron's experience is prudent.  While capital
expenditure may be elevated in the near term and high margin
concessions may be pressured, Fitch believes that long term the
exhibitors will benefit from delivering an improved value
proposition to its patrons and the premium food services/offerings
will grow absolute levels of revenue and EBITDA.

The ratings factor the intermediate/long-term risks associated
with increased competition from at-home entertainment media,
limited control over revenue trends, collapsing film distribution
windows and increasing indirect competition from other
distribution channels (such as DVD, VOD, and OTT).  For the long
term, Fitch continues to expect that the movie exhibitor industry
will be challenged in growing attendance and that any potential
attendance declines will offset some of the growth in average
ticket prices.

In addition, AMC and its peers rely on the quality, quantity, and
timing of movie product, all factors out of management's control.

                         RECOVERY RATINGS

AMC's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation.  Fitch estimates an
adjusted, distressed enterprise valuation of $1.5 billion using a
5x multiple and including an estimate for AMC's 15.4% stake in
National CineMedia LLC (NCM) of approximately $150 million.

The 'RR1' Recovery Rating for the company's secured bank
facilities reflects Fitch's belief that 91% - 100% expected
recovery is reasonable.  While Fitch does not assign Recovery
Ratings for the company's operating lease obligations, it is
assumed the company rejects only 30% of its remaining $2.3 billion
(calculated at a net present value) in operating lease commitments
due to their significance to the operations in a going-concern
scenario and is liable for 15% of those rejected values.

AMC's senior subordinated debt reflects the expected full
redemption of AMC's senior unsecured notes.  The 'RR5' Recovery
rating on the subordinated notes reflect an expected recovery
range of 11% - 30%.  Fitch notes that, while not expected, future
issuance of senior unsecured notes may pressure the Recovery
Ratings of the senior subordinated notes.

                       RATING SENSITIVITIES

The senior note tender offer is subject to certain conditions,
including the receipt of net proceeds from an offering of debt
securities in an amount sufficient, together with other available
cash, to fund accrued interest, fees, and the purchase of tendered
notes.  The 'B-/RR5' rating on the subordinated notes reflects
Fitch's expectation that AMC will be successful in completing the
tender offer.  In the event that AMC does not complete the tender
offer by its expiration, the subordinated note ratings may be
downgraded by one notch.

Positive Trigger: Over the next 12 to 24 months, the rating may be
upgraded one notch if AMC can demonstrate positive traction with
its capital investment plans via increased revenue per patron and
continued growth in EBITDA.  Recognizing the hit cyclical nature
of the industry and the volatility this can cause to revenues and
EBITDA, Fitch would expect unadjusted gross leverage to remain
below 4.5x and EBITDA margins of around 15%, in order to support a
'B+' rating.  In strong-performing box office years, metrics may
be stronger in order to provide a cushion for weaker box office
years.

Negative Trigger: Secular events that lead Fitch to believe there
would be a significant long-term downward trend in the industry
would put negative pressure on the rating.  In the shorter term,
interest coverage below 2.5x could lead to a negative rating
action.

Fitch currently rates AMC as follows:
AMC

   -- IDR 'B';
   -- Senior secured credit facilities 'BB/RR1';
   -- Senior unsecured notes 'B/RR4';
   -- Senior subordinated notes 'B-/RR5'.

The Rating Outlook is Positive.


AMC ENTERTAINMENT: S&P Rates Proposed Sub. Notes Due 2022 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on U.S.-based movie exhibitor parent company AMC
Entertainment Holdings Inc.  The outlook is stable.

At the same time, S&P assigned AMC Entertainment Inc.'s proposed
senior subordinated notes due 2022 a 'B-' issue-level rating, with
a recovery rating of '5', indicating S&P's expectation for modest
(10% to 30%) recovery for noteholders under our simulated default
scenario.

In addition, S&P revised the recovery rating on AMC
Entertainment's existing senior subordinated notes to '5' (10% to
30% recovery expectation) from '6' (0% to 10% recovery
expectation), and subsequently raised the issue-level rating to
'B-' from 'CCC+'.  S&P expects that recovery prospects will
improve for senior subordinated noteholders because the proposed
transaction results in less higher-priority debt in the capital
structure.

S&P expects credit metrics to improve as a result of the
transaction, although pro forma leverage will remain high in the
low-5x area.  AMC Entertainment Holdings Inc. is a wholly owned
subsidiary of Dalian Wanda Group, a Chinese private conglomerate.

The corporate credit rating reflects S&P's expectation that AMC
will continue to have a high tolerance for financial risk,
leverage will remain high, and the company's unadjusted EBITDA
margin will remain lower than peers'.  S&P views AMC as a
nonstrategic subsidiary of Dalian Wanda Group.  As a result,
Wanda's 'bbb+' group credit profile does not affect the stand-
alone credit rating on AMC.  S&P do not have any evidence that
Dalian Wanda would be willing and able to support AMC if it were
to fall into financial difficulty.  Wanda publicly committed to
investing $500 million in AMC following the 2012 acquisition, and
to date has invested only $100 million.  A year after the
acquisition, AMC launched an IPO, and S&P no longer expects Wanda
will invest the remaining $400 million.

The company's high debt-to-EBITDA ratio underpins S&P's view of
AMC's financial profile as "highly leveraged" (based on S&P's
criteria).  The company's business profile is "weak," given the
mature and volatile nature of the movie exhibition industry, the
company's dependence on box office performance, and its relatively
low unadjusted EBITDA margin.  S&P assess the company's management
and governance as "fair."


AMC ENTERTAINMENT: Moody's Rates Sub. Bonds B3 & Affirms B2 CFR
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
$325 million senior subordinated bonds of AMC Entertainment Inc.
(AMC Entertainment) and upgraded its existing senior subordinated
bonds to B3 from Caa1. Moody's expects the company to use proceeds
of the offering, together with proceeds from its December 2013
initial public offering (IPO), primarily to repay its 8.75% senior
unsecured bonds due in June 2019 ($600 million outstanding).

Moody's also affirmed AMC Entertainment's B2 Corporate Family
Rating (CFR) and lowered its Speculative Grade Liquidity Rating to
SGL-2 from SGL-1. A summary of the actions follows.

AMC Entertainment Inc.

Senior Subordinated Bonds, Assigned B3, LGD5, 72%

9.75% Senior Subordinated Bonds due 2020, Upgraded to B3, LGD5,
72%, from Caa1, LGD5, 87%

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1

Senior Secured Bank Credit Facility, Affirmed Ba2, LGD adjusted to
LGD2, 18% from LGD2, 15%

Outlook, Remains Stable

Ratings Rationale

Repayment of the senior unsecured bonds would reduce the amount of
debt ahead of the subordinated bonds, and this capital mix shift
leads to the ratings upgrade of the senior subordinated debt.

The proposed transaction would reduce debt by approximately $275
million, lowering leverage to approximately 6.1 times from 6.4
times as of September 30 (last twelve months, Moody's adjusted
including the capitalization of operating leases at an 8 times
multiple). The debt reduction and lower coupon on the proposed
bonds would also reduce annual interest expense by approximately
$34 million. However, Moody's expects this savings to be more than
offset by payment of a quarterly dividend, likely to commence in
2014.

The downgrade of the SGL incorporates expectations for fixed cash
needs to rise with the dividend, as well as the reduced likelihood
of cash contributions from Dalian Wanda Group Co. Ltd. (Wanda)
following the IPO. Moody's nevertheless believes balance sheet
cash, undrawn revolver capacity, and internally generated cash
flow support good liquidity for AMC Entertainment and still
considers Wanda a strategic owner, given its existing cinema, real
estate, and entertainment related assets in China, and a positive
for the credit.

AMC Entertainment's B2 corporate family rating continues to
incorporate its aggressive capital structure, with leverage of
about 6.1 times debt-to-EBITDA (pro forma for the proposed
transaction) and minimal free cash flow. This credit profile poses
challenge for operating in an inherently volatile industry reliant
on movie studios for product to drive the attendance that leads to
cash flow from admissions and concessions, but good liquidity
enables the company to better manage the volatility. Also, the
company has demonstrated some success in growing EBITDA per patron
through initiatives to improve the customer experience. It now
leads its rated peer group on this metric, and Moody's sees
potential for modest continued upside as AMC improves the
productivity of its existing assets, a lower risk, less capital
intensive strategy than building new theaters. The enhanced
seating and dine-in theaters do pose some risk, but Moody's
believes the company will proceed cautiously and moderate the
strategy if returns deteriorate, so that it continues to generate
modestly positive annual free cash flow after payment of the
expected dividend. Scale and geographic diversification also
support the rating, and although Wanda only owns 80% of AMC
Entertainment following its IPO, Moody's still considers Wanda a
strategic owner, given its existing cinema, real estate, and
entertainment related assets in China, and a positive for the
credit.

Moody's consider theatrical exhibition a mature industry with low-
to-negative growth potential, high fixed costs and increasing
competition from alternative media, and expects attendance growth
will continue to lag population growth, with year to year
volatility driven by the popularity of the films. However, the
industry remains viable and stable throughout economic cycles.

The stable outlook incorporates expectations for positive free
cash flow (after dividends) and leverage sustained below 7 times.
The outlook also assumes maintenance of a good liquidity profile
and EBITDA margins in the low 30% range.

Expectations for sustained negative free cash flow, erosion of the
liquidity profile, or expectations for leverage sustained in the
mid 7 times debt-to-EBITDA range could result in a downgrade.
While unexpected over the next several years, incremental debt or
distribution of cash to Wanda would also likely have negative
ratings implications.

Moody's would consider a positive rating action with expectations
for sustained leverage below 5.75 times debt-to-EBITDA, along with
maintenance of good liquidity and continued positive free cash
flow. An upgrade would also require evidence that the company's
strategy of expanding food and beverage options and seating
upgrades is contributing positively to free cash flow.

AMC Entertainment Inc.'s ratings were assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside AMC
Entertainment Inc.'s core industry and believes AMC Entertainment
Inc.'s ratings are comparable to those of other issuers with
similar credit risk. 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 Leawood, Kansas, AMC Entertainment operates 343
theatres with 4,950 screens primarily in major metropolitan
markets in the United States. Its revenue for the twelve months
ended September 30 was approximately $2.7 billion.


AMERICAN AIRLINES: Sales Top Estimates on Traffic, Fare Gains
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that American Airlines Group Inc., which combined with US
Airways last month to form the world's biggest carrier, reported
fourth-quarter sales that beat analysts' estimates as average
fares rose.

According to the report, sales on a combined basis climbed 8.7
percent to $9.98 billion, exceeding the $9.9 billion average among
nine analysts surveyed by Bloomberg. Profit was $436 million
excluding some costs, compared with a loss of $42 million a year
earlier, the Fort Worth, Texas-based company said in a statement
on Jan. 28.

Earnings on a combined basis were 59 cents a share, American said,
the report related.  That beat the 55-cent average of 12 estimates
compiled by Bloomberg. Yield, or the average fare per mile,
increased 5.3 percent, and traffic rose 3 percent.

American climbed 5.9 percent to $31.96 on Jan. 28 in New York
trading, the report said.

The carrier reported a combined net loss of $1.95 billion,
including $2.2 billion in costs for the airline's bankruptcy
reorganization, compared with net income of $299 million a year
earlier, the report further related.

                     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 GREETINGS: S&P Affirms 'B+' CCR & Rates $275MM Notes 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all existing
ratings, including its 'B+' corporate credit rating, on Cleveland-
based American Greetings Corp.  The outlook is stable.

At the same time, S&P assigned a 'B-' issue-level rating to
American Greetings' proposed $275 million senior unsecured PIK
toggle holdco notes due 2019, issued under Rule 144A with
registration rights.  The recovery rating for the notes is '6',
indicating S&P's expectations for negligible (0% to 10%) recovery
in the event of a payment default.  A parent holding company of
American Greetings will issue the notes.  The notes will not be
guaranteed by any of the issuer's subsidiaries and will be
structurally subordinated to American Greetings' existing senior
secured credit facilities and senior notes.  S&P understands the
company will use net proceeds from the financing and $50 million
drawn on the revolving credit facility to redeem about
$247 million of nonvoting preferred stock, a $35 million
investment towards building the new company headquarters, and
cover fees and expenses.

The amount of adjusted debt outstanding pro forma for the proposed
transaction as of Nov. 29, 2013, is about $1.2 billion.

"At the close of the refinancing transaction, American Greetings'
leverage -- as measured by the ratio of debt to EBITDA (including
a significant adjustment for operating leases) -- will remain
essentially unchanged from adjusted debt levels as of Nov. 29,
2013," said credit analyst Stephanie Harter.  "For the 12 months
ended Nov. 29, 2013, leverage was 3.8x and the ratio of FFO to
adjusted debt was near 18%.  These metrics are expected to
deteriorate slightly because of a construction loan (which would
be raised by an affiliate and be non-recourse to American
Greetings Corp.) to fund completion of American Greetings' new
company headquarters in Ohio (which would bring leverage to around
4.5x).  But even with the inclusion of the construction loan, the
pro forma metrics are in line with S&P's "aggressive" financial
risk profile indicative ratios of leverage between 4x and 5x and
FFO to debt of 12% to 20%."

The rating outlook is stable.  S&P expects the company's credit
measures to remain relatively flat following the transaction, and
to weaken slightly over the next 12 months following entry into
the construction loan.  Despite the potential slight increase in
leverage over the near term, S&P expects American Greetings to
sustain leverage below 5x and for FFO-to-total debt to improve
closer to 20% over the next two years.

Upside Scenario

S&P could revise the outlook to positive and/or raise the rating
if the company can stabilize its EBITDA margins while maintaining
adequate liquidity and a ratio of FFO to total debt of greater
than 20%.

Downside Scenario

Although unlikely over the next year, S&P could lower the rating
if the company adopts more aggressive financial policies,
including any material debt-financed acquisitions, and/or if
leverage were to increase to well over 5x, possibly from some
margin erosion and increased debt levels.  S&P currently estimates
EBITDA would need to decline more than 25% for this to occur,
assuming constant pro forma debt levels.


ARCHDIOCESE OF MILWAUKEE: Seeks Increase in Quarles' Fee Cap
------------------------------------------------------------
The Archdiocese of Milwaukee has filed a motion seeking court
approval to increase the fee cap for its legal counsel Quarles &
Brady LLP.

The archdiocese proposed to increase the fee cap to $500,000 from
$300,000 for additional services the firm will provide in
connection with the case it filed against London Market Insurers
and the Stonewall Insurance Co.

"Q&B anticipates conducting further work relating to the
insurance coverage issues continuing until the conclusion
of the chapter 11 proceeding," said the archdiocese's lawyer,
John Rothstein, Esq., at Quarles & Brady, in Milwaukee,
Wisconsin.

Objections to the proposed fee cap increase were due Feb. 3.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BATISTA-SANECHEZ: Plan Rejected; SunTrust Deficiency Claim Okayed
-----------------------------------------------------------------
SunTrust Bank succeeded in blocking confirmation of a chapter 11
reorganization plan filed by Jesus Enrique Batista-Sanechez.
According to Bankruptcy Judge Jack B. Schmetterer, SunTrust is
entitled to an unsecured deficiency claim of around $1.2 million,
and the Debtor may not retain an interest in the reorganized
debtor without satisfying the absolute priority rule or at least
providing for a credit bid from undersecured creditors.

Jesus Enrique Batista-Sanechez obtained a chapter 7 bankruptcy
discharge in an earlier case.  He filed for bankruptcy relief
under chapter 11 (Bankr. N.D. Ill. Case No. 12-48247) on Dec. 7,
2012.  After three earlier plans were withdrawn, the Debtor filed
an Amended Plan of Reorganization Dated Oct. 31, 2013.  SunTrust
objected to the plan and also moved for relief from the automatic
stay as to two properties in Windermere, Florida, in which
SunTrust asserts secured claims: Proof of Claim No. 8, concerning
a property located at 9917 Lanai View Court, and Proof of Claim
No. 9, concerning a property located at 6458 Lake Burden View
Drive.

The Debtor objected to both of SunTrust's proofs of claim. Those
objections were earlier ruled on.  The opinion in Proof of Claim
No. 9 was revised in light of a subsequent Seventh Circuit
opinion, In re B.R. Brookfield Commons No. 1 LLC, 735 F.3d 596,
598-99.  SunTrust's motions for relief from the automatic stay are
separately pending, as the Debtor attempts to demonstrate that he
can offer a confirmable plan.

SunTrust argues that Debtor's Plan is not confirmable because,
under Brookfield Commons and Sec. 1111(b)(1) of the Bankruptcy
Code, SunTrust is entitled to a $1.2 million unsecured deficiency
claim based on its Proof of Claim No. 9 (regarding the 6458
Property), which would entitle it to vote to block plan
confirmation. SunTrust also argues that to the extent the Debtor
proposes to cram down the class of unsecured creditors, it may not
do so because the Plan violates the absolute priority rule of Sec.
1129(b)(2)(B)(ii), and to the extent that there exists a new value
exception to the absolute priority rule, the opinion in In re
Castleton Plaza, LP, 707 F.3d 821 (2013), requires competitive
bidding wherein an undersecured creditor may credit bid its claim.
Further, SunTrust requests leave to withdraw its Sec. 1111(b)(2)
election, and objects to the asserted misclassification of several
other claims.

According to Judge Schmetterer, under Brookfield Commons, SunTrust
is entitled to the unsecured deficiency claim.  Under Castleton,
the Debtor may not retain an interest in the reorganized debtor
without satisfying the absolute priority rule or at least
providing for a credit bid from undersecured creditors.  Section
1129(a)(15) must also be complied with.

Judge Schmetterer granted the Debtor leave to file a fourth
amended plan.  With the Debtor's agreement, SunTrust may withdraw
its Sec. 1111(b)(2) election.

SunTrust's two motions to modify the automatic stay will be
continued with stay to remain in effect until the new proposed
plan is disposed of.  If the Debtor is unable to confirm a new
plan within a reasonable time, it will of course be appropriate to
consider granting SunTrust relief from stay.

Jan. 31, 2014 Memorandum Opinion is available at
http://is.gd/yibHFofrom Leagle.com.


BERNARD L. MADOFF: JPMorgan's $543MM Trustee Settlement Approved
----------------------------------------------------------------
Erik Larson, writing for Bloomberg News, reported that JPMorgan
Chase & Co.'s $543 million settlement with the trustee for Bernard
Madoff's defunct firm was approved by the judge overseeing its
liquidation, ending a case in which thousands of investors accused
the bank of turning a blind eye to the U.S.'s biggest Ponzi
scheme.

According to the report, the accord, reached Jan. 7, was approved
on Feb. 5 by U.S. Bankruptcy Judge Stuart Bernstein in New York.
The deal resolves a lawsuit by the trustee, Irving Picard, and two
related class-action cases filed by Madoff victims who accused the
bank of negligence.

"The settlements are fair, reasonable and in the best interest of
the Madoff estate," Judge Bernstein said, the report quoted. The
deals provide "substantial benefit" to victims, he said.

With the JPMorgan deal, Picard's recoveries for victims topped $10
billion, or 59 percent of the $17 billion in principal lost by
thousands of customers in Madoff's investment advisory business,
the report related. Picard alleged the bank helped perpetuate
Madoff's scam for years by ignoring signs of fraud.

JPMorgan agreed to pay Picard $325 million to settle his lawsuit
on behalf of thousands of victims, and another $218 million to
resolve two related class-action lawsuits that were filed with
Picard's assistance after an appeals court barred him from
bringing common-law claims against the bank, the report further
related.

               Net Winners Opposed Settlement

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
separately reported that that a group of 200 Madoff victims -- the
so-called net winners -- opposed the $543 million settlement
between the trustee and JPMorgan.

According to Mr. Rochelle, net winners are those who managed to
take out more cash than they invested before the Ponzi scheme was
exposed. They claim entitlement to some of the settlement.  The
net winners, Mr. Larson related, said in court filings they will
sue the bank.  They advised Judge Bernstein in court papers that
they were declining to be part of the JPMorgan accord.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BIRD CITY ENTERTAINMENT: Lot to Be Auctioned Off March 6
--------------------------------------------------------
Lot 126 at Peila Homes in Maricopa County, Arizona will be sold at
public auction to the highest bidder in the courtyard by the main
entrance of the Arizona Superior Court Building, Maricopa County,
201 W. Jefferson St., Phoenix, Arizona on March 6, 2014 at 2:00
p.m. Arizona time.

The property, which is located at 2560 E. Southgate Ave., Phoenix,
AZ, serves as collateral to debt in the original principal balance
of $80,000 owed by Bird City Entertainment, LLC, DBA J&L Painting,
P.O. Box 8336, Phoenix, AZ, to Perfect Prestamos, LLC, and TCK
Investments, LLC (by collateral assignment), 6929 N. Hayden #C4-
235, Scottsdale, AZ 85250 and 12687 E. Appaloosa Pl., Scottsdale,
AZ 85259.

The trustee who will oversee the sale is:

     Ronald B. Herb
     Licensed real estate broker
     5420 W Onyx Ave.
     Glendale, AZ 85302
     E-mail: ronaldherb@gmail.com


BISHOP OF STOCKTON: Taps Heenan as PR Consultant
------------------------------------------------
The Roman Catholic Bishop of Stockton is seeking court approval to
hire Heenan Communications as its public relations consultant.

The firm will provide advice, counsel and support related to the
Stockton diocese's internal and external communications.  It has
agreed to undertake this matter for a lower than customary
monthly fee of $5,000, plus reimbursement of work-related
expenses.

The diocese has agreed to maintain a retainer in the amount of
$10,000 against which the firm will draw its monthly fee to be
replenished in the ordinary course of business.

Heenan Communications doesn't represent any entity having an
adverse interest in connection with the diocese's case and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code, according to a declaration by Michael
Heenan, Esq., a principal of the firm.

                     About Diocese of Stockton

The Diocese of Stockton, California was established on Feb. 21,
1962, by Pope John XXIII from the territory formerly located in
the Archdiocese of San Francisco and the Diocese of Sacramento.
The Diocese, comprising the six counties of San Joaquin,
Stanislaus, Calaveras, Tuolumne, Alpine, and Mono, currently
serves approximately 250,000 Catholics in 35 parishes.

As a religious organization, The Roman Catholic Bishop of
Stockton ("RCB") has no significant ongoing for-profit business
activities.  Revenue for the RCB principally comes from the annual
ministry appeal, fees for services provided to non-RCB entities,
donations, grants, and RCB ministry revenue.

When the Diocese was created, most, if not all, of the property of
the Parishes (excluding the pre- and/or elementary (K-8) schools)
was held in the name of the RCB. The RCB also held the property
for the cemeteries in the Diocese as well as some of the real
property to be used for future parishes.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

In Stockton's case, the RCB filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Cal. Case No. 14-20371) in Sacramento on Jan. 15,
2014.  Judge Christopher M. Klein oversees the case.  Attorneys at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP serve as counsel
to the Debtor.  The Debtor estimated assets of $1 million to $10
million and debt of $10 million to $50 million.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BISHOP OF STOCKTON: Taps Rev. Pranaitis as Consultant
-----------------------------------------------------
The Roman Catholic Bishop of Stockton asked Judge Christopher
Klein for approval to hire Rev. Mark Pranaitis, C.M., as its
consultant.

Mr. Pranaitis will serve as consultant for a project called "As
One Project," which involves the reorganization of programs,
services and staffing for the diocese.

In exchange for his services, Mr. Pranaitis will receive a flat
fee of $15,000 payable within 30 days of the conclusion of the
project, or over months following its completion.  Payment, which
can be split between two fiscal years, is to be made to the
Congregation of the Mission Western Province.

Mr. Pranaitis disclosed in a declaration that he doesn't
represent any interest adverse to the diocese.

                     About Diocese of Stockton

The Diocese of Stockton, California was established on Feb. 21,
1962, by Pope John XXIII from territory formerly located in the
Archdiocese of San Francisco and the Diocese of Sacramento.  The
Diocese, comprising the six counties of San Joaquin, Stanislaus,
Calaveras, Tuolumne, Alpine, and Mono, currently serves
approximately 250,000 Catholics in 35 parishes.

As a religious organization, The Roman Catholic Bishop of
Stockton ("RCB") has no significant ongoing for-profit business
activities.  Revenue for the RCB principally comes from the annual
ministry appeal, fees for services provided to non-RCB entities,
donations, grants, and RCB ministry revenue.

When the Diocese was created, most, if not all, of the property of
the Parishes (excluding the pre- and/or elementary (K-8) schools)
was held in the name of the RCB. The RCB also held the property
for the cemeteries in the Diocese as well as some of the real
property to be used for future parishes.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

In Stockton's case, the RCB filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Cal. Case No. 14-20371) in Sacramento on Jan. 15,
2014.  Judge Christopher M. Klein oversees the case.  Attorneys
at Felderstein Fitzgerald Willoughby & Pascuzzi LLP serve as
counsel to the Debtor.  The Debtor estimated assets of $1 million
to $10 million and debt of $10 million to $50 million.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BISHOP OF STOCKTON: Proposes Greeley as Financial Consultant
------------------------------------------------------------
The Roman Catholic Bishop of Stockton received the green light
from the U.S. Bankruptcy Court for the Eastern District of
California to hire Greeley Asset Services, LLC, as its financial
consultant.

Greeley will provide consulting services in connection with the
implementation of any financial reorganization plan.  It will
also assist the Stockton diocese in the evaluation, review, and
reporting of its financial activity as it implements the plan.

In exchange for its services, the firm will be paid at these
hourly rates:

   Professionals             Title         Hourly Rates
   -------------          ------------     ------------
   Robert Greeley         Principal            $245
   Frank Waldon           Consultant           $150
   Mike Cummins           Consultant           $100
   Judi Ater              Administration        $40
   Terry Holiday          Field Agent           $55

Meanwhile, Greeley will receive payment of $40 per hour for
operations and clerical support.  It will also receive
reimbursement for work-related expenses.

Robert Greeley, Esq., a principal of Greeley, disclosed in a
declaration that the firm is "disinterested" and doesn't
represent interest adverse to the Stockton diocese.

                     About Diocese of Stockton

The Diocese of Stockton, California was established on Feb. 21,
1962, by Pope John XXIII from territory formerly located in the
Archdiocese of San Francisco and the Diocese of Sacramento.  The
Diocese, comprising the six counties of San Joaquin, Stanislaus,
Calaveras, Tuolumne, Alpine, and Mono, currently serves
approximately 250,000 Catholics in 35 parishes.

As a religious organization, The Roman Catholic Bishop of
Stockton ("RCB") has no significant ongoing for-profit business
activities.  Revenue for the RCB principally comes from the annual
ministry appeal, fees for services provided to non-RCB entities,
donations, grants, and RCB ministry revenue.

When the Diocese was created, most, if not all, of the property of
the Parishes (excluding the pre- and/or elementary (K-8) schools)
was held in the name of the RCB. The RCB also held the property
for the cemeteries in the Diocese as well as some of the real
property to be used for future parishes.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

In Stockton's case, the RCB filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Cal. Case No. 14-20371) in Sacramento on Jan. 15,
2014.  Judge Christopher M. Klein oversees the case.  Attorneys at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP serve as counsel
to the Debtor.  The Debtor estimated assets of $1 million to $10
million and debt of $10 million to $50 million.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BROWN ACRES: Property to Be Auctioned Off March 20
--------------------------------------------------
Craig K. Williams, Esq., as agent for Alliance Bank of Arizona,
will sell the real and personal property of Brown Acres, Inc., to
the highest qualified bidder in public as follows:

     Date: March 20, 2014
     Time: 1:30 p.m.
     Place: Law offices of Snell & Wilmer L.L.P.
            One South Church Avenue, Suite 1500
            Tucson, Arizona

The real property consists of Lot 12, Block 7, Palomar Addition in
Pima County.

Brown Acres executed a Uniform Commercial Code Financing Statement
in March 2010, in favor of Alliance Bank, as Secured Party.

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

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

The successful bidder shall have until 5:00 p.m. (Arizona time) on
the following business day (presently March 21, 2014) to pay the
entire purchase price at the public sale, less the $10,000 deposit
previously held by Agent, in a form acceptable to Agent.  If the
successful bidder does not complete the payment in full of the
purchase price by 5:00 p.m. (Arizona time) on the next business
day (presently March 21, 2014), then Agent shall have the right to
retain the $10,000 deposit to offset fees, costs and expenses of
Secured Party.

At the Secured Party's election, Agent will either sell the
property to the next highest bidder, or hold a subsequent public
sale, notifying all parties who had registered in writing with
Agent on the date of the original sale, setting forth the time and
place of the subsequent public sale.


BUFFET PARTNERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy cases:

      Debtor                                Case No.
      ------                                --------
      Buffet Partners, L.P.                 14-30699
         aka Furr's Fresh Buffet
         aka Furr's
         aka Dynamic Foods
      2701 E. Plano Parkway, Suite 200
      Plano, TX 75074

      Buffet G.P., Inc.                     14-30704
         aka Furr's Fresh Buffet
         aka Furr's
         aka Dynamic Foods
      2701 E. Plano Parkway, Suite 200
      Plano, TX 75074

Type of Business: Foods processing and wholesale distribution
                  company.

Chapter 11 Petition Date: February 4, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Harlin DeWayne Hale has been assigned to
            Case No. 14-30699
       Hon. Barbara J. Houser has been assigned to
            Case No. 14-30704

Debtor's Counsel: John E. Mitchell, Esq.
                  BAKER & MCKENZIE LLP
                  2001 Ross Ave., Suite 2300
                  Dallas, TX 75201
                  Tel: (214) 978-3037
                  Fax: (214) 965-5948
                  Email: john.mitchell@bakermckenzie.com

                       - and -

                  Rosa A. Shirley, Esq.
                  BAKER & MCKENZIE LLP
                  2001 Ross Avenue, Suite 2300
                  Dallas, TX 75201
                  Tel: (214) 978-3056
                  Fax: (214) 965-7048
                  Email: Rosa.Shirley@bakermckenzie.com

                                 Estimated      Estimated
                                   Assets         Debts
                                 -----------    - ---------
Buffet Partners, L.P.           $10MM-$50MM     $10MM-$50MM
Buffet GP, Inc.                 $0-$50,000      $10MM-$50MM

Buffet Partners' liabilities consist primarily of $39 million in
senior, secured debts of Chatham Capital Partners, and its
affiliated funds, as well as approximately $4 million in trade
payables to miscellaneous vendors, suppliers and other parties,
and undetermined liabilities to landlords of closed store
locations.

The petitions were signed by Barry M. Barron, Sr., chief executive
officer of general partner.

Consolidated List of Buffet Partner's 20 Largest Unsecured
Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
The Richards Group, Inc.               Trade          $938,818
8750 North Central Expressway,
Dallas, TX 75231
Attn: Scot Dykema, CFO
scot_dykema@richards.com
(214) 891-5700

Wells Fargo Insurance Services         Trade          $274,910
5151 Belt Line Road,
Suite 200, Dallas,
TX 75254
Attn: Gary Donofrio, Senior Client
Executive
gary.donofrio@wellsfargo.com
(972) 588-6426

Local & Western of Texas, Inc.          Trade         $210,417

Ecolab Inc.                             Trade         $140,222

Papercraft Southwest                    Trade         $131,305

National Retail Properties, LP        Landlord        $112,375

Pepsi-Cola                              Trade         $104,204

Lynx Assocates, LP                    Landlord         $90,187

SAMP 2 LLC                            Landlord         $88,076

Valassis Dire                           Trade          $85,263

National Frozen Foods Corp              PACA           $82,492

N3 335 Plano TX LLC                   Landlord         $77,277

QVD USA LLC                             Trade          $75,487

ARC CafeUSA001, LLC                   Landlord         $73,971

Mission Foods                           Trade          $71,057

Okeene Milling Co.                      Trade          $66,372

Pacific Cheese Co. Inc.                 Trade          $61,246

Inland Diversified Dallas             Landlord         $60,320
Wheatland LLC

Rubin Sales                             Trade          $60,142

Houlounnn LLC                         Landlord         $58,717


CEC ENTERTAINMENT: S&P Assigns 'B' CCR on Apollo Acquisition
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B'
corporate credit rating to entertainment center and family dining
operator CEC Entertainment Inc.  The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating to the
company's proposed $875 million senior secured credit facility
with a recovery rating of '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery for lenders in the event of a
payment default.  The senior secured credit facility consists of a
five-year $150 million revolving credit facility and a seven-year
$725 million first-lien term loan.

S&P also assigned a 'CCC+' issue-level rating to the company's
proposed eight-year $305 million senior notes with a recovery
rating of '6', indicating S&P's expectations for negligible
(0-10%) recovery in the event of a payment default.

The company will use proceeds from the debt issuance, along with
equity contribution, to fund the acquisition of CEC Entertainment
Inc. by Apollo Global Management LLC.

"The rating on Irving, Texas-based entertainment center and family
dining operator CEC Entertainment Inc. (Chuck E. Cheese) reflects
our assessment of the company's "fair" business risk profile and
"highly leveraged" financial risk profile," said credit analyst
Samantha Stone.  "The business risk profile reflects its small
scale compared with larger and more diversified dining peers,
participation in the highly competitive out-of-home entertainment
and restaurant industries, and vulnerability to changes in
consumer spending."

The stable outlook reflects S&P's expectation that the company
will continue to generate discretionary cash flow, maintain
adequate liquidity, and gradually improve debt leverage over the
intermediate term.  The stable outlook also assumes that the
company's above average margins and limited volatility of
profitability continues because of the company's appeal to value
focused families.

Downside Scenario

S&P could consider a downgrade if meaningful operating performance
erosion causes us to reassess the business risk profile leverage
as "weak", such that debt leverage increases to 7x, discretionary
cash flow approaches breakeven levels, and EBITDA interest
coverage decrease to 1.5x.  This could occur if same-store sales
decline by 3% and EBITDA margins contract by around 250 basis
points (bps)or more as a result of heightened competitive
pressures, underperformance of new stores, and high commodity
inflation.

Upside Scenario

An upgrade is unlikely over the near to intermediate term given
the company's elevated debt burden and S&P's expectations that
debt leverage will remain above 5x over the next two years.  S&P
could consider an upgrade if operating performance exceeds its
expectations such that leverage decreases to below 5x on a
sustained basis as a result of consistent same-store sales and
EBITDA growth, and reduced debt.  S&P also needs to be convinced
that the company's private equity ownership would allow for
sustained credit ratios at a higher rating.


CENTENNIAL BEVERAGE: Plan Confirmation Hearing Today
----------------------------------------------------
The Hon. Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas will convene a hearing today, Feb. 6,
9:15 a.m., to consider confirmation of the Second Amended Chapter
11 plan of Liquidation of Centennial Beverage Group LLC.

Judge Houser approved the adequacy of the information in the
disclosure statement on Dec. 18, 2013.  The disclosure statement
was approved despite objections by the Official Committee of
Unsecured Creditors, Arlington ISD, City of Azle, Eagle Mountain-
Saginaw ISD, City of Lake Worth, and Crowley ISD', and other
parties.

                           Plan Overview

The Plan provides for the liquidation of the Debtor's remaining
assets and the distribution of the Debtor's assets to creditors,
pursuant to the priority provisions of the Bankruptcy Code.

Under the Plan, the Debtor anticipates that allowed administrative
claims, allowed priority tax claims, if any, and allowed priority
non-tax claims, if any, will be paid in full.  If the Debtor has
insufficient cash to treat claims in the manner required by
Bankruptcy Code Section 1129(a)(9), the Debtor anticipates that
certain estate professionals will agree to reduce the amount of
their professional fee claims or subordinate a portion of such
professional fee claims in order to ensure that sufficient funds
are available for compliance with Bankruptcy Code Section
1129(a)(9).

According to the Plan, to the extent that the Debtor has
insufficient cash to pay allowed administrative claims, allowed
priority tax claims, if any, and allowed priority non-tax claims,
if any, pursuant to the terms of the Plan, all such claims will
not be paid in full, and shall be paid in accordance with the
priority provisions of the Bankruptcy Code.

The Plan indicates that Compass Bank, the secured lender to the
Debtor, will receive, in full and final satisfaction of the
Compass Bank allowed secured claim, payment of the remaining
principal and interest due under a revolving loan agreement.  For
payment of all other outstanding indebtedness owed to Compass Bank
under a certain indebtedness documents, including remaining
principal and interest, penalties, and fees -- including
attorneys' and advisors' fees -- Compass Bank will be entitled to
exercise all of its rights and remedies under that documents and
applicable law against parties other than the Debtor and assets
other than assets of the estate, assets of the liquidating trust
and the professional fee reserve, without further order or action
of the Bankruptcy Court, including, without limitation, the right
to foreclose on, take possession of, or otherwise liquidate the
assets of JWV Associates Ltd.  JWV is limited partner of the
Debtor.

In addition, to the extent the JWV Assets are insufficient to
fully repay all outstanding amounts due under the indebtedness
documents, Compass Bank will receive the Compass Bank unsecured
claim, which claim will be in the full amount of any such
deficiency.  All estate assets that remain after satisfaction of
allowed administrative claims, allowed priority tax claims, and
allowed priority non-tax claims will be distributed to the holders
of allowed general unsecured claims through a liquidation trust.

The Plan notes holders of interests will not receive any
distribution, and all interests in the Debtor will be canceled and
extinguished.

                         Plan Supplement

On Jan. 22, 2014, the Debtor filed a supplement to its Chapter 11
plan.  The plan supplement contains a draft of the liquidation
trust agreement for the Centennial liquidation trust.  Rob
Yaquinto will serve as the liquidation trustee for the Centennial
liquidation trust.  A final draft of the liquidation trust
agreement will be made available at the hearing today.

A full-text copy of the Second Amended Disclosure Statement
explaining the Plan is available for free at http://is.gd/ESdGo4

A full-text copy of the Supplement to the Second Amended Plan is
available for free at http://is.gd/JkN9c9

                      About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas.  They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November 2012
were $158 million.  Year-over-year, revenue was down 50%,
according to a court filing.  In its schedules, the Debtor
disclosed $24,053,049 in assets and $48,451,881 in liabilities as
of the Petition Date.

Robert Dew Albergotti, Esq., and Ian T. Peck, Esq., at Haynes and
Boone, LLP, in Dallas, serve as counsel to the Debtor.  M. Jack
Martin, III, Esq., at Jack Martin & Associates, in Austin, Tex.,
serves as special counsel.  RGS LLC serves as the Debtor's
financial advisor.  BYGH Tax Consulting is property tax consultant
to the Debtor.

The Official Committee of Unsecured Creditors has retained Munsch
Hardt Kopf & Harr, P.C. as its attorneys, and Lain, Faulkner &
Co., P.C. as financial advisors.


CENTURY INTERMEDIATE: Moody's Assigns B3 Rating on $275MM Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to $275 million of
proposed PIK toggle notes that will be issued by Century
Intermediate Holding Company 2, the indirect parent of American
Greetings Corporation. In addition, Moody's upgraded the senior
unsecured notes issued by American Greetings to B2 from B3 and
affirmed the existing first lien debt instrument ratings at Ba2 as
a result of the increase in junior debt capital. Also, because new
debt is being issued at the indirect parent, Moody's assigned a B1
Corporate Family Rating (CFR), B1-PD Probability of Default Rating
(PDR), and SGL-2 speculative grade liquidity rating to Century and
will withdraw American Greetings Corporation's B1 CFR and B1-PD
PDR upon the close of this transaction. The outlook for the
company is maintained at stable.

The proposed debt issuance will be used to refinance about $247
million of unrated preferred stock held at Century Intermediate
Holding Company (subsidiary of Century and direct parent of
American Greetings), fund approximately $32 million in prepayment
penalty fees, and pay a dividend of approximately $35 million. The
dividend will go to a related company outside of the restricted
group that will finance the building of a new company
headquarters.

According to Moody's Analyst Brian Silver, "The proposed
transaction is reflective of the company's shareholder-oriented
financial policy. The dividend will go to a related entity owned
and controlled by American Greetings' owners, the Weiss family,
and will be used to partially fund the building of a new corporate
headquarters where American Greetings will ultimately be a lessee;
however, the transaction will improve the company's cost of
capital driven by the tax-deductibility of debt versus preferred
stock, and Moody's expect the company to deleverage at a moderate
pace over time primarily driven by debt repayment."

The following ratings were assigned at Century Intermediate
Holding Company 2 (subject to final documentation):

Corporate Family Rating at B1;

Probability of Default Rating at B1-PD;

Speculative grade liquidity rating at SGL-2;

New $275 million PIK toggle notes due 2019 at B3 (LGD6, 91%).

The following ratings were upgraded at American Greetings
Corporation (with point estimate changes):

$225 million senior unsecured notes to B2 (LGD4, 65%) from B3
(LGD5, 81%).

Senior unsecured shelf rating to (P)B2 from (P)B3.

The following ratings were affirmed at American Greetings
Corporation (with point estimate changes):

$200 million senior secured revolving credit facility expiring in
2018 to Ba2 (LGD2, 20%) from Ba2 (LGD 2, 28%);

$350 million senior secured term loan maturing in 2019 to Ba2
(LGD2, 20%) from Ba2 (LGD 2, 28%);

The following ratings will be withdrawn at American Greetings
Corporation following the close of this transaction:

Corporate Family Rating at B1;

Probability of Default Rating at B1-PD;

Speculative grade liquidity rating at SGL-2.

The outlook is maintained at stable

Ratings Rationale

Century's B1 Corporate Family Rating reflects the company's
elevated leverage profile following the management buyout (MBO) of
the company, as well as the business risks inherent in the
greeting card industry, which is characterized by low or in some
cases declining growth rates, weak customer loyalty from a
branding perspective and heavy competition. The ratings are
supported by the company's solid position in the US and UK
greeting card industries, where the company is one of two leading
players, its long operating history of over 100 years, predictable
demand for its products, and important long-standing relationships
with retail customers. Recent top-line growth has largely come
from strategic acquisitions, a trend Moody's expect to continue as
organic growth remains challenged due to the mature state of the
industry.

The stable outlook reflects Moody's belief that Century's
operating performance will modestly improve and that leverage will
approach the 4.0 times range during the next 12 to 18 months.

The ratings could be upgraded if revenues increase on a sustained
basis and credit metrics improve from current levels.
Specifically, management would need to have debt-to-EBITDA
sustained below 4.0 times and retained cash flow-to-net debt
approach 20%. Alternatively, the ratings could be downgraded if
operating performance weakens considerably or if the company
increases leverage to fund shareholder returns or acquisitions
such that debt-to-EBITDA is sustained above 5.0 times or retained
cash flow-to-net debt falls below 10% for a prolonged period.

The principal methodology used in rating Century Intermediate
Holding Company 2 was Moody's Global Packaged Goods Industry
methodology published in June 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Century Intermediate Holding Company 2 is the indirect parent of
American Greetings Corporation, a leading designer, manufacturer
and distributor of both everyday and seasonal greeting cards and
other social expression products. American Greetings was acquired
via management a buyout completed in August 2013 and is now
controlled and indirectly owned and by the Weiss family
(descendants of the founders). Century's revenues were
approximately $2.0 billion for the twelve month period ended
November 29, 2013.


CLINTON F. BROWN: Lot, Heavy Equipment to Be Auctioned Off April 4
------------------------------------------------------------------
Lot 7 of Hohokam Industrial Park, located at 945 S. Hohokam Dr.,
Tempe, AZ 85281, as well as certain equipment will be sold at
public auction to the highest bidder at the offices of Trustee,
13430 N. Scottsdale Rd., Suite 103, Scottsdale, AZ 85254, Maricopa
County, Arizona, on April 4, 2014, at 10:00 a.m.

The beneficiary under the Deed of Trust has accelerated the note
secured the property and has declared the entire unpaid principal
balance, as well as any and all other amounts due in connection
with the Note and/or Deed of trust, immediately due and payable.

The sale will be made in an "as is" condition, but without
covenant or warranty, express or implied, regarding title,
possession or encumbrances, to satisfy all indebtedness secured by
said Deed of Trust.

The original trustor, Clinton F. Brown and Deanna K. Brown,
husband and wife, owed the beneficiary $800,000 in the original
principal balance.  The original beneficiary is:

     -- David Holt, a single man as to an undivided 56.25%
        ($450,000.00) beneficial interest, PO Box 7007, Cave
        Creek, AZ 85327;

     -- Randall S. Ulmer and Tammy Jo Ulmer as Trustees of the
        Ulmer Family Trust, established 2/22/2007 as Randall S.
        Ulmer's Sole and Separate property, as to an undivided
        25% ($200,000.00) beneficial interest, PO Box 7007, Cave
        Creek, AZ 85327;

     -- Dave Miller & Cheryl Miller, as community property, as
        to an undivided 18.75% ($150,000.00) beneficial interest,
        3801 W. Yorkshire Dr., Glendale, AZ 85308.

The Current Trustee, who will oversee the sale, is:

     Amy Lynne Winski
     ACCURATE FORECLOSURE & DOCUMENT SERVICES, L.L.C.
     13430 N. Scottsdale Road, Suite 103
     Scottsdale, AZ 85254
     Tel: 480-998-2693

Mr. Ulmer has a lien against certain of the equipment, consisting
of "Turret Punch; Amada, PEGA344Q, Turret Punch; Amada, PEGA345,
Turret Punch; Amada, RG110L, Press Brake; Amada, RG80, Press
Brake; Chicago, 275-D-10, Press Brake; Chicago, 1011-R, Press
Brake; Wysang, 1025, Shear; Wyson, 1225, Shear; Amada, 453Z,
Shear; Adira, G45-0630, Shear; Daewoo, G32D, Forklift; Daewoo,
GC20SC, Forklift; DoAll, TF-1841, Saw; Americor, LH-122014, Roll;
Monarch, 15-78E, Lathe."

Information concerning Secured Party's security interest may be
obtained from:

     Brian Winski
     ACCURATE FORECLOSURE & DOCUMENT SERVICES, LLC
     13430 N. Scottsdale Rd. Suite 103
     Scottsdale, AZ 85254
     Tel: (480) 991-1777 x27


COLOR STAR: Court Okays Scouler & Co.'s Walker as CRO
-----------------------------------------------------
Color Star Growers of Colorado, Inc., Vast, Inc., and Color Star,
LLC sought and obtained authorization from the Hon. Brenda T.
Rhoades of the U.S. Bankruptcy Court for the Eastern District of
Texas to employ Scouler & Company to provide management and
restructuring services to the Debtors, effective as of the
Dec. 15, 2013 petition date, including the engagement of Brad
Walker as the Debtors' chief restructuring officer.

The Debtors require Scouler & Company to:

   (a) build cash flow forecasts;

   (b) manage cash receipts and disbursements in accordance with
       the cash flow forecasts, including the preparation of
       budget to actual reports;

   (c) identify and implement cash flow improvement/enhancement
       opportunities;

   (d) develop and evaluate restructuring options;

   (e) manage and direct the sale of the Debtors' assets;

   (f) manage the restructuring, reorganization or dissolution of
       the remaining business operations/assets;

   (g) oversee day-to-day operations and restructuring efforts;

   (h) manage insurance claim process with respect to Colorado
       flood damage;

   (i) manage the timely filing of all required bankruptcy
       reporting;

   (j) coordinate activities of other Debtor professionals;

   (k) manage creditor communications and negotiations as
       appropriate; and

   (l) provide other services as requested by the Debtors.

As set forth in the Engagement Contract, Scouler & Company has
been, and will be, compensated at a blended hourly rate of $345,
and reimbursed for actual and necessary expenses.  Additionally,
in light of the low blended rate, Scouler & Company shall be
entitled to a fee of $100,000 when the Debtors sell substantially
all of their assets.

The Debtors request that Scouler & Company be authorized to
continue to hold the remaining retainer of $31,573.45 in its
general account to secure payment of any allowed post petition
fees and expenses because of the variety and complexity of the
services that will be required during these proceedings. Scouler &
Company shall request authority to apply such retainer to allowed
fees and expenses in its fee applications.

During the 90 days prior to the Petition Date, Scouler & Company
received $579,747.02 in aggregate payments from the Debtors, of
which $145,000 were retainer transfers.

Brad Walker, principal of Scouler & Company, 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.

Regions Bank, as Administrative Agent on behalf of Regions and
Comerica Bank filed a limited objection to the hiring of Scoular &
Company, saying the Court should deny the Application because it
seeks to employ Scouler, an entity of professionals, pursuant to
section 363 of the Bankruptcy Code. If the Debtors are to retain
Scouler & Company, the Court should allow Scouler's retention only
pursuant to section 327(a), and should require Scouler to prove
it's eligibility for retention under the standards enumerated
therein.

Scouler & Company can be reached at:

       Brad Walker, Esq.
       Scouler & Company, LLC
       100 Crescent Court, Ste. 700
       Dallas, TX 75201
       Tel: (214) 459-3337
       Fax: (214) 459-3101

The Attorney of Regions Bank can be reached at:

       John J. Kane, Esq.
       KANE RUSSELL COLEMAN & LOGAN PC
       3700 Thanksgiving Tower
       1601 Elm Street
       Dallas, TX 75201
       Tel: (214) 777-4200
       Fax: (214) 777-4299
       E-mail: ecf@krcl.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.  SSG
Advisors, LLC provides investment banking services, and UpShot
Services LLC serves as claims, noticing and balloting agent.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases retained Gavin/Solmonese, LLC as financial
advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq.,
Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt
Kopf & Harr, PC as attorneys.


COLOR STAR: SSG Advisors Approved as Investment Banker
------------------------------------------------------
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 SSG Advisors, LLC to provide investment banking services,
nunc pro tunc to Dec. 15, 2013 petition date.

The Debtors require SSG Advisors to provide the following
services:

   A) SSG Advisors' role in connection with the Sale will include
      the following:

      -- prepare an information memorandum describing the Debtors,
         their historical performance and prospects, including
         existing contracts, marketing and sales, labor force,
         management and real estate information;

      -- assist the Debtors in compiling a data room of any
         necessary and appropriate documents related to the Sale;

      -- continue to assist the Debtors in identifying additional
         potential buyers;

      -- coordinate the execution of confidentiality agreements
         for potential buyers wishing to review the information
         memorandum;

      -- assist the Debtors in coordinating site visits for
         interested buyers;

      -- solicit competitive offers from potential buyers;

      -- advise and assist the Debtors in structuring the
         transaction and negotiating the transaction agreements;

      -- provide testimony in support of the Sale; and

      -- otherwise assist the Debtors, their attorneys and
         financial advisors, as necessary, through closing on a
         best efforts basis.

   B) SSG Advisors' role in connection with a Financing will
      include the following:

      -- advise, in light of current market conditions, on all
         aspects of the Financing, including timing, structure and
         terms;

      -- conduct due diligence and complete an executive summary
         on the Financing, prepare a financing memorandum
         describing Color Star, its historical performance and
         prospects, including existing contracts, marketing and
         sales, labor force, and management and anticipated
         financial results of the Company;

      -- approach potential lenders and investors, including
         Commercial banks, commercial financing companies, private
         capital investment funds and other institutional
         investors;

      -- solicit term sheets from those lenders and investors
         interested in the Financing;

      -- negotiate with lenders and investors regarding the terms
         and structure of the Financing; and

      -- otherwise assist the Company, its sole shareholder,
         directors, attorneys and accountants, as necessary,
         through closing on a best efforts basis.

As compensation for providing the foregoing services, SSG
Advisors' shall receive the following:

       A) Monthly Fee. Monthly fees (the "Monthly Fees") of
          $25,000 per month payable on the 1st of each
          month beginning Jan. 1, 2014.  SSG will credit the first
          3 Monthly Fees against any Transaction Fees,
          as defined below;

      B) Sale Fee. Upon the consummation of a Sale Transaction,
         SSG shall be entitled to a fee (the "Sale Fee") payable
         in cash, in federal funds via wire transfer or certified
         check, at and as a condition of closing of such Sale
         equal to: (a) $450,000 or (b) one and three quarters
         percent (1.75%) of Total Consideration, whichever is
         greater.

         Notwithstanding the foregoing, if the Company signs a
         Definitive agreement for a Sale of all of its assets or
         control equity to any party on the Carve-Out List, then
         SSG's Sale Fee shall be $350,000.  However, in the event
         of a Chapter 11 proceeding, there shall be no reduced
         Sale Fee for a sale to any party on the Carve-Out List if
         an auction occurs and in such case, SSG shall be paid a
         full Sale Fee.

         In addition, if the Company signs a definitive agreement
         for the Sale of the Colorado Property to an insider or a
         group affiliated with or related to an insider and such
         Sale is consummated outside of a Chapter 11 proceeding
         to such insider or a group affiliated with or related to
         an insider, then there shall be no Sale Fee relating to
         the Colorado Property.  However, in the event that the
         Colorado Property is sold to an insider through a Chapter
         11 proceeding, then SSG's Sale Fee shall be $100,000.  In
         the event of a Sale of the Colorado Property to any non-
         insider, whether in Chapter 11 or otherwise, then SSG
         shall be paid a full Sale Fee.

     C) Financing Fee. Upon the closing of a Financing
        Transaction, SSG shall be entitled to a fee ("Financing
        Fee") payable in cash, in federal funds via wire transfer
        or certified check at and as a condition of closing of
        such Financing, regardless of whether the Company chooses
        to draw down the full amount of the committed Financing at
        that time, equal to: (a) $450,000 or (b) 2.0% of any
        Senior Debt raised from any financing source, plus 4.0% of
        any Tranche B/Secured Subordinated Debt or any Traditional
        Subordinated Debt raised, plus 6% of any Traditional
        Equity raised, whichever is greater.

    D) In addition to the Sale Fee, SSG will be entitled
       to accrue and seek reimbursement for all of SSG's
       reasonable out-of-pocket expenses incurred in the event of
       a Sale or Financing.

Matthew P. Karlson, director of SSG 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.

SSG Advisors can be reached at:

       Matthew P. Karlson
       SSG ADVISORS, LLC
       Five Tower Bridge, Suite 420
       300 Barr Harbor Drive
       West Conshohocken, PA 19428
       Tel: (610) 940-5804
       E-mail: mkarlson@ssgca.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.  SSG
Advisors, LLC provides investment banking services, and UpShot
Services LLC serves as claims, noticing and balloting agent.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases retained Gavin/Solmonese, LLC as financial
advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq.,
Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt
Kopf & Harr, PC as attorneys.


COLOR STAR: Court OKs Hiring of UpShot Services as Noticing Agent
-----------------------------------------------------------------
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 UpShot Services LLC as claims, noticing and balloting
agent.

The Debtors require UpShot Services to:

   (a) prepare and serve required notices and documents in the
       cases in accordance with the Bankruptcy Code and the
       Bankruptcy Rule in the form and manner directed by the
       Debtors and the Court including, (i) notice of the
       commencement of the cases and the initial meeting of
       creditors under Bankruptcy Code Sec. 341(a), (ii) notice of
       any claims bar date, (iii) notices of transfers of claims,
       (iv) notices of objections to claims and objections to
       transfers of claims, (v) notices of any hearings on a
       disclosure statement and confirmation of the Debtors' plan
       or plans of reorganization, including under Bankruptcy Rule
       3017(d), (vi) notice of the effective date of any plan and
       (vii) all other notices, orders, pleadings, publications
       and other documents as the Debtors or Court may deem
       necessary or appropriate for an orderly administration of
       the cases;

   (b) maintain an official copy of the Debtors' Schedules of
       Assets & Liabilities and Statement of Financial Affairs
       listing the Debtors' known creditors and the amounts owed;

   (c) maintain (i) a list of all potential creditors, equity
       holders and other parties-in-interest; and (ii) a "core"
       mailing list consisting of all parties described in
       sections 2002(i), (j) and (k) and those parties that have
       filed a notice of appearance pursuant to Bankruptcy Rule
       9010; update the lists and make the lists available upon
       request by a party-in-interest or the Clerk;

   (d) furnish a notice to all potential creditors of the last
       date for the filing of proofs of claim and a form for the
       filing of a proof of claim, after such notice and form are
       approved by this Court, and notify the potential creditors
       of the existence, amount and classification of their
       respective claims as set forth in the Schedules, which may
       be effected by inclusion of such information on a
       customized proof of claim form provided to potential
       creditors;

   (e) maintain a post office box or address for the purpose of
       receiving claims and returned mail, and process all mail
       received;

   (f) for all notices, motions, orders or other pleadings or
       documents served, prepare and file or caused to be filed
       with the Clerk an affidavit or certificate of service
       within 7 business days of service which includes (i) either
       a copy of the notice served or the docket numbers and
       titles of the pleadings served, (ii) a list of persons
       to whom it was mailed (in alphabetical order) with their
       addresses, (iii) the manner of service, and (iv) the date
       served;

   (g) process all proofs of claim received, including those
       received by the Clerk's Office, and check said processing
       for accuracy, and maintain the original proofs of claim in
       a secure area;

   (h) maintain the official claims register for the Debtor on
       behalf of the Clerk; upon the Clerk's request, provide the
       Clerk with certified, duplicate unofficial Claims Register;
       and specify in the Claims Register the following
       information for each claim docketed: (i) the claim number
       assigned, (ii) the date received, (iii) the name and
       address of the claimant and agent, if applicable, who filed
       the claim, (iv) the amount asserted, (v) the asserted
       classifications of the claim, (vi) the applicable Debtor,
       and (vii) any disposition of the claim;

   (i) implement necessary security measures to ensure the
       completeness and integrity of the Claims Register and the
       safekeeping of the original claims;

   (j) record all transfers of claims and provide any notices of
       such transfers as required by Bankruptcy Rule 3001(e);

   (k) relocate, by messenger or overnight delivery, all of the
       court-filed proofs of claim to UpShot's offices, not less
       than weekly;

   (l) perform and assist the Debtors and their retained
       professionals with such other tasks, duties and projects
       they deem necessary to the overall operation of their
       cases;

   (m) upon completion of the docketing process for all claims
       received to date for each case, turn over to the Clerk
       copies of the claims register for the Clerk's review;

   (n) monitor the Court's docket for all notices of appearance,
       address changes, and claims-related pleadings and orders
       filed and make necessary notations on and/or changes to the
       claims register;

   (o) assist in the dissemination of information to the public
       and respond to requests for administrative information
       regarding the cases as directed by the Debtors or the
       Court, including through the use of a case website and call
       Center;

   (p) if the cases are converted to chapter 7, contact the
       Clerk's  office within 3 days of the notice to UpShot of
       entry of the order converting the cases;

   (q) 30 days prior to the close of these cases, to the extent
       practicable, request that the Debtors submit to the Court a
       proposed Order dismissing UpShot and terminating the
       services of such agent upon completion of its duties and
       responsibilities and upon the closing of these cases;

   (r) within 7 days of notice to UpShot of entry of an order
       closing the chapter 11 cases, provide to the Court the
       final version of the claims register as of the date
       immediately before the close of the cases; and

   (s) at the close of these cases, box and transport all original
       documents, in proper format, as provided by the Clerk's
       Office, to (i) the Federal Archives Record Administration,
       located at Central Plains Region, 200 Space Center Drive,
       Lee's Summit, MO 64064 or (ii) any other location
       requested by the Clerk's Office.

UpShot Services will be paid at these hourly rates:

       Clerical                  $31.50
       Case Assistant            $66.50
       Case Consultant           $136.50
       Case Manager              $206.50
       IT Manager                $127.50

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

Travis Vandell, CEO and co-founder of UpShot Services, 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.

UpShot Services can be reached at:

       Travis Vandell
       UPSHOT SERVICES LLC
       7808 Cherry Creek South Drive, Suite 112
       Denver, CO 80231
       Tel: (855) 812-6112
       E-mail: tvandell@upshotservices.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.  SSG
Advisors, LLC provides investment banking services, and UpShot
Services LLC serves as claims, noticing and balloting agent.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases retained Gavin/Solmonese, LLC as financial
advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq.,
Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt
Kopf & Harr, PC as attorneys.


CONSTRUCTORA DE HATO: Has Until March 20 to File Chapter 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico extended
until March 20, 2014, the time for Constructora de Hato Rey
Incorporada to file a plan of reorganization and explanatory
disclosure statement.

The Debtor, in its motion, stated it needed time to register the
properties under its name.  The Debtor noted that it has been
unable to conduct a public sale of the properties because some of
the properties do not appear registered before the Puerto Rico
Property Registrar under the Debtor's name.

                    About Constructora De Hato

San Juan, Puerto Rico-based Constructora De Hato owns parcels of
land in Puerto Rico with an aggregate value of $1.82 million.  It
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-02876-11)
in Old San Juan, Puerto Rico, on April 13, 2012.  The petition was
signed by Waldemar Carmona Gonzalez, president.  The Debtor is
represented by Charles Alfred Cuprill, Esq., at Charles A.
Curpill, PSC Law Office, in San Juan.  Luis R. Carrasquillo & Co.,
PSC, serves as financial consultant.  In its schedules, as
amended, the Debtor disclosed $10,701,724 in assets and $6,847,693
in liabilities.


CONVERGYS CORP: Moody's Confirms Ba1 CFR & Rates $650MM Loan Ba1
----------------------------------------------------------------
Moody's Investors Service confirmed Convergys Corporation's Ba1
corporate family (CFR) and Ba1-PD probability of default (PDR)
ratings and assigned a Ba1 rating to the proposed $300 million
unsecured revolver and $350 million unsecured term loan. The
rating outlook is stable.

The ratings confirmation concludes the review for downgrade
initiated on January 6, 2013 following Convergys' announced plans
to acquire Stream Global Services, Inc., a global provider of
business processing outsourcing services, for $820 million. The
ratings of Stream Global are not affected at this time, as the
Stream Global debt is expected to be repaid upon closing
(anticipated by the end of the first quarter of 2014) with the
ratings to be withdrawn then.

Ratings Rationale

Moody's expects that with the enhanced size and scale arising from
the proposed acquisition of Stream Global (projected combined
revenues of over $3 billion), Convergys will augment its market
position as a leader in the customer-care and call outsourcing
industry. The merger will expand Convergys' customer base while
reducing customer concentration risk, as well as provide
additional language and service capabilities. Whereas the top 3
clients (AT&T, Comcast Corporation, and DIRECTV) now comprise
nearly half of Convergys revenue, this concentration will be
lowered to about 35% pro forma for the Stream Global purchase. In
addition, the combination will enhance diversification by market
vertical with Stream Global adding technology and media
entertainment to Convergys communications client base.

The stable outlook reflects Moody's expectation that the combined
business will grow revenue in the low to mid single digit
percentage through 2015 with steady free cash flow (including
dividends) of at least $150 million annually. Moody's also expects
Convergys to refrain from any other sizable acquisition until
Stream Global is well integrated and to maintain adjusted debt to
EBITDA below 3 times.

Convergys' ratings could be raised following organic revenue
growth and improved profitability (e.g., mid to high single digit
revenue growth with 12% operating margins), adjusted free cash
flow-to-debt in excess of 20%, and adjusted debt-to-EBITDA
maintained at about 2x on a sustained basis. The ratings could be
lowered if Moody's expects core revenues or profitability to
decline significantly (greater than 5%), free cash flow-to-debt is
expected to fall below the 12% level, or the liquidity position
deteriorates with cash falling below $150 million.

Issuer: Convergys Corporation

Ratings confirmed:

Corporate Family Rating of Ba1

Probability of Default Rating of Ba1-PD

New ratings assigned:

Senior Unsecured Revolving Credit Facility at Ba1 (LGD3 -- 42%)

Senior Unsecured Term Loan at Ba1 (LGD3 -- 42%)

Rating affirmed:

Speculate Grade Liquidity Rating of SGL-1

Outlook Actions:

Issuer: Convergys Corporation

Outlook of Stable

With over $2 billion of projected annual revenues, Convergys
Corporation provides outsourced customer care services primarily
to the telecommunications industry.

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


CONVERGYS CORP: S&P Affirms BB+ CCR & Rates New $650MM Debt BB+
---------------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'BB+'
corporate credit rating on Convergys Corp.  The outlook is stable.

At the same time, S&P assigned its 'BB+' issue-level rating and
'3' recovery rating to Convergys Corp.'s proposed unsecured credit
facilities, consisting of a $350 million term loan A due 2019 and
a $300 million revolving credit facility due 2019.  The '3'
recovery rating reflects S&P's expectation of substantial (50% to
70%) recovery for lenders in the event of a default.  The 'BB-'
issue-level rating and '6' recovery rating on the company's
$125 million of convertible debentures due 2029 remains unchanged.
S&P expects the company to use proceeds from the term loan, along
with cash on hand and a $70 million drawdown on its existing
$150 million accounts receivable facility due 2017, to fund the
acquisition of Stream Global.

"The rating affirmation reflects our view that the acquisition
benefits the company's business risk profile through increased
global scale and capabilities, both key factors in serving
multinational clients," said Standard & Poor's credit analyst
Michael Altberg.

While customer and vertical concentration will remain high, in
S&P's view, revenue from Convergys's top three customers (AT&T,
Comcast, and DIRECTV) will decline to 33% of revenue from roughly
47%.  Exposure to the telecommunications sector will remain
relatively unchanged, at about 59% of total revenue.  However, the
acquisition of Stream Global will add meaningful capabilities in
the technology sector and expand the company's near-shore
offerings.  As a result, S&P has revised its business risk profile
assessment to "fair" from "weak."  Risk factors that more than
offset these benefits include the potential for revenue volatility
from economically sensitive call volumes in the customer
management (CM) business, and the intensely competitive and
fragmented nature of the industry.

The rating outlook is stable, reflecting S&P's expectation that
leverage will continue to decline in 2014 based on EBITDA growth
and modest debt repayment.  Additionally, S&P do not expect
material integration risks due to the similar nature of Stream
Global's business and operational structure.

S&P could lower the rating if leverage rose above 2x with no signs
of improvement.  S&P believes such a scenario would be the result
of business deterioration due to increased customer or revenue
churn, leading to reduced profitability and FOCF generation.

S&P views an upgrade as unlikely over the next 12 months.  An
upgrade would entail continued margin expansion, and S&P's
expectation of steady operating performance.  Customer and
vertical concentration, and S&P's view of its potential impact on
earnings volatility, would be key factors in any upgrade scenario.
Additionally, an upgrade would require leverage reduction to the
low-1x area or below, with a financial policy supportive of these
credit metrics on a sustained basis.


DETROIT, MI: Suburbs Leery of Water Works Spinoff to Help City
--------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Detroit's emergency
financial manager, Kevyn Orr, is running short on time to persuade
suburban leaders and bondholders to help the city wring cash from
its water-and-sewer system, a key to resolving its record
bankruptcy.

According to the report, the Detroit-owned utility serves 127 area
communities that now pay for its services. Talks to lease the
system to a new regional authority that would generate revenue for
municipal services are hindered by mistrust and the cost of
upgrading a network that serves 40 percent of Michigan's
population across 1,079 square miles (2,795 square kilometers).

The report related that Orr must overcome a generation-long divide
between Detroit and its suburbs, some with per-capita incomes four
times that of the city.  He also must convince other governments
that joining a new system won't imperil their finances.  The July
bankruptcy froze the market for Michigan bonds, forcing at least
three municipalities to delay deals in the face of higher
borrowing costs.

Upgrading pipes, basins and pump stations may cost as much as $7
billion, said Gerald Poisson, chief deputy executive of Oakland
County, which borders Detroit to the north and has a AAA rating
from Standard & Poor's, the report further related.

Divorcing the department from Detroit and its tarnished name would
allow cheaper refinancing of the $5.8 billion of water-and-sewer
debt, said Orr's spokesman, Bill Nowling, the report cited.

                 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 debt.

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: Court Rejects Bid for Art Valuation Committee
----------------------------------------------------------
Bankruptcy Judge Steven Rhodes on Jan. 22 denied the request of
creditors for entry of an order pursuant to section 105(a) of the
Bankruptcy Code appointing and directing the city of Detroit to
cooperate with a committee of creditors and interested persons to
assess the art collection of the Detroit Institute of Arts based
on arm's-length market transactions to establish a benchmark
valuation.

The request was filed in November by Financial Guaranty Insurance
Company; Syncora Guarantee Inc. and Syncora Capital Assurance
Inc.; FMS-WM Service, solely in its capacity as servicer for FMS
Wertmanagement; Ambac Assurance Corporation; Hypothekenbank
Frankfurt AG, Hypothekenbank Frankfurt International S.A. and
Erste Europaische Pfandbrief- und Kommunalkreditbank
Aktiengesellschaft in Luxemburg S.A.; Michigan Council 25 of the
American Federation of State, County and Municipal Employees, AFL-
CIO and Sub-Chapter 98; City of Detroit Retirees; Wilmington Trust
Company, National Association, as Successor Trustee and Successor
Contract Administrator; Dexia Credit Local; Dexia Holdings, Inc.,
and NORD/LB Covered Finance Bank S.A.

They want Detroit to cooperate with a Court-appointed committee of
creditors and interested parties to assess the DIA art collection
using a process, structured and executed by a leading art
intermediary or intermediaries, that considers a wide range of
potential options to monetize the Art based on arm's-length market
transactions, to establish a benchmark valuation for the Art in
connection with the plan confirmation process.

The creditors noted that Detroit has made it clear that it intends
to file and attempt to confirm a plan of adjustment as soon as
possible, so that it can emerge from chapter 9 and focus on what
will inevitably be a long process of revitalization and recovery.
While the Creditors understand and support the City's goals --
assuming the City files an appropriate plan of adjustment -- there
is a concern that the City's singular focus on exiting chapter 9
quickly may backfire.  Based on the City's conduct to date, there
is a significant chance that the plan of adjustment it files will
engender lengthy and contentious litigation due to a failure to
provide for monetization of its non-essential assets, including
the Art, potentially one of the City's most valuable assets.  The
Creditors want to put in place a process that will allow the City
to reach a consensus with creditors and avoid the delay and waste
of resources that would result from such litigation.

According to the creditors, Detroit is in a unique position.
Generally, a municipal debtor's most valuable "asset" is its
ability to raise taxes, as municipalities rarely own tangible,
non-essential assets.  Detroit, however, has the Art, a valuable
asset (speculated to be worth billions of dollars) that is not
connected with the delivery of any core services the City provides
to ensure the health, safety and welfare of its citizens.  The
creditors point to an Aug. 6, 2013 article by Bloomberg, entitled
"Christies Will Appraise Detroit Art Institute Collection," which
noted that the Art may be worth at least $2.5 billion.

The creditors argue that the "best interests of creditors"
requirement dictates that Detroit must demonstrate that its plan
maximizes the value of the Art to enhance creditor recoveries.
The only way to prove this is to provide an assessment of the Art
based on arm's-length market transactions, against which creditors
and the Court can compare the City's plan's proposed treatment of
the Art (or any proceeds of a transaction that monetizes the Art).

According to the creditors, the City has given no indication that
it has taken steps to test the market value of the Art. Although
the City has hired Christie's, at this late date in the process
before the imminent filing of the plan, creditors have no specific
information about what Christie's has done with respect to the
Art, the nature or scope of Christie's appraisal or when the
appraisal will be complete.

By filing the Motion, the creditors said they are not seeking to
lodge a premature confirmation objection.  They are simply trying
to ensure that the City's efforts to file and confirm an
appropriate plan quickly are not wasted.

Last month, Matthew Dolan and Emily Glazer, writing for The Wall
Street Journal, reported that Christie's auction house in December
estimated that more than 2,700 pieces of art purchased with city
funds at the DIA is worth between $454 million and $867 million.
According to the WSJ report, the creditors group, however, says
the valuation process should be much broader to include more works
from the 66,000-piece collection, likely resulting in a valuation
of more than $1 billion.

Detroit in December responded to the request, saying the Motion
should be denied because, among other reasons, (i) the creditors
do not identify a proper statutory basis for the relief sought,
(ii) the relief requested would violate sections 904(1), 904(2)
and 941 of the Bankruptcy Code and (iii) the relief requested is
redundant and unnecessary.

The Official Committee of Retirees appointed in the case filed a
limited joinder in December, saying it is willing to participate
in any committee appointed or authorized by the Court for the
purpose of investigating art issues for the benefit of creditors.

Based on Detroit's projections and schedules, the Committee's
constituents -- the approximately 22,000 retirees -- are
collectively owed more than $9 billion; $3.5 billion in
underfunded and/or unfunded pension benefit promises and $5.6
billion in other post-employment benefits.  The Retirees
constitute the largest creditor body in the case.

"The assessment of the scope, valuation and treatment of the
City's assets, including art, may have a substantial effect upon
the Retirees'  recovery and the treatment afforded their benefit
programs under any plan of arrangement in this case," the Retirees
Committee said.

As reported by the Troubled Company Reporter, mediators involved
in Detroit's Chapter 9 bankruptcy issued a statement on Jan. 13,
disclosing that some of the leading national and local foundations
have stepped forward with a "truly generous philanthropic offer of
assistsnce that, to date, has resulted in commitments of more than
$330 million in assistance."  The statement added that more
foundations were expected to announce their participation in the
near future.

According to the statement, reports of foundations' generosity in
the media have inspired others to come forward, including Dr. Paul
Schaap, who, with no solicitation, has committed $5 million.  In
addition, a fund has been established with the Community
Foundation for Southeast Michigan to capture other private
voluntary contributions, which, to date, has attracted almost 130
individual contributors.

A leadership committee has been established consisting of the
Presidents of the Ford Foundation, The Kresge Foundation, the John
S. and James L. Knight Foundation and the Community Foundation for
Southeast Michigan.

The mediation team, which consists of lawyers and current and
retired judges, said it has continued its work in attempting to
facilitate agreements among as many of the varied creditor
constituencies involved in the bankruptcy as possible, which
agreements can become part of a larger agreed upon Plan of
Adjustment.

The Troubled Company Reporter on Jan. 24, citing a report by Chris
Christoff at Bloomberg News, said the state of Michigan would pay
$350 million over 20 years to reduce Detroit's pension liabilities
under a deal struck by Governor Rick Snyder and lawmakers.  The
Bloomberg report said the money would be in addition to $330
million that nine foundations pledged through bankruptcy-court
mediation to reduce city pension cuts and to shield Detroit's art
collection from a sale to pay $11.5 billion in unsecured debt.

The TCR has reported that Detroit's emergency financial manager,
Kevyn Orr, on Jan. 29 presented a copy of the Plan to the City's
creditors who are participating in the mediation conducted by
Chief Judge Gerald E. Rosen, on a confidential basis.  The Plan
outlines the treatment each class of creditors would receive for
their claims in Detroit's restructuring under Chapter 9 of the
U.S. Bankruptcy Code.  The City currently intends to file the
Plan, which may be further modified, in approximately two weeks
with the United States Bankruptcy Court for the Eastern District
of Michigan.

According to Bloomberg News, U.S. Bankruptcy Judge Steven Rhodes
had told the city he wanted it to file a plan by March 1.

Attorneys for Financial Guaranty Insurance Company are:

     Ernest J. Essad Jr., Esq.
     Mark R. James, Esq.
     WILLIAMS, WILLIAMS, RATTNER & PLUNKETT, P.C.
     280 North Old Woodward Avenue, Suite 300
     Birmingham, MI 48009
     Telephone: (248) 642-0333
     Facsimile: (248) 642-0856
     E-mail: EJEssad@wwrplaw.com
            mrjames@wwrplaw.com

          - and -

     Alfredo R. Perez, Esq.
     WEIL, GOTSHAL & MANGES LLP
     700 Louisiana Street, Suite 1600
     Houston, TX 77002
     Telephone: (713) 546-5000
     Facsimile: (713) 224-9511
     E-mail: alfredo.perez@weil.com

Attorneys for Syncora Capital Assurance Inc. and Syncora Guarantee
Inc. are:

     James H.M. Sprayregen, P.C., Esq.
     Ryan Blaine Bennett, Esq.
     Stephen C. Hackney, Esq.
     KIRKLAND & ELLIS LLP
     300 North LaSalle
     Chicago, IL 60654
     Telephone: (312) 862-2000
     Facsimile: (312) 862-2200

          - and -

     Stephen M. Gross, Esq.
     David A. Agay, Esq.
     Joshua Gadharf, Esq.
     McDONALD HOPKINS PLC
     39533 Woodward Avenue
     Bloomfield Hills, MI 48304
     Telephone: (248) 646-5070
     Facsimile: (248) 646-5075

Attorneys for FMS Wertmanagement are:

     Rick L. Frimmer, Esq.
     Karen V. Newbury, Esq.
     Michael W. Ott, Esq.
     SCHIFF HARDIN, LLP
     233 S. Wacker Drive, Suite 6600
     Chicago, IL 60606
     Telephone: (312) 258-5600
     Facsimile: (312) 258-5600
     E-mail: rfrimmer@schiffhardin.com
             knewbury@schiffhardin.com
             mott@schiffhardin.com

Counsel for Ambac Assurance Corporation are:

     ARENT FOX LLP
     Carol Connor Cohen, Esq.
     Caroline Turner English
     1717 K Street, NW
     Washington, DC 20036-5342
     Tel: (202) 857-6054
     E-mail: Carol.Cohen@arentfox.com

          - and -

     David L. Dubrow, Esq.
     Mark A. Angelov, Esq.
     1675 BROADWAY
     New York, NY 10019
     Tel: (212) 484-3900

          - and -

     SCHAFER AND WEINER, PLLC
     Daniel J. Weiner, Esq.
     Brendan G. Best, Esq.
     40950 Woodward Ave., Ste. 100
     Bloomfield Hills, MI 48304
     Tel: (248) 540-3340
     E-mail: bbest@schaferandweiner.com

Attorneys for Hypothekenbank Frankfurt AG, Hypothekenbank
Frankfurt International S.A., Erste Europaische Pfandbrief- und
Kommunalkreditbank Aktiengesellschaft in Luxemburg S.A. are:

     Howard S. Sher, Esq.
     JACOB & WEINGARTEN, P.C.
     Somerset Place
     2301 W. Big Beaver Road, Suite 777
     Troy, MI 48084
     Tel: (248) 649-1200
     Fax: (248) 649-2920
     E-mail: howard@jacobweingarten.com

          - and -

     Vincent J. Marriott, III, Esq.
     BALLARD SPAHR LLP
     1735 Market Street, 51st Floor
     Philadelphia, PA 19103
     Tel: (215) 864-8236
     Fax: (215) 864-9762
     E-mail: marriott@ballardspahr.com

          - and -

     Matthew G. Summers, Esq.
     BALLARD SPAHR LLP
     919 North Market Street, 11th Floor
     Wilmington, DE 19801
     Telephone: (302) 252-4428
     Facsimile: (302) 252-4466
     E-mail: summersm@ballardspahr.com

Counsel to Michigan Council 25 of the American Federation of
State, County and Municipal Employees (AFSCME), AFL-CIO and Sub-
Chapter 98, City of Detroit Retirees are:

     LOWENSTEIN SANDLER LLP
     Sharon L. Levine, Esq.
     Philip J. Gross, Esq.
     65 Livingston Avenue
     Roseland, NJ 07068
     Tel: (973) 597-2500
     Fax: (973) 597-6247
     E-mail: slevine@lowenstein.com
             pgross@lowenstein.com

          - and -

     Herbert A. Sanders, Esq.
     THE SANDERS LAW FIRM PC
     615 Griswold St., Suite 913
     Detroit, MI 48226
     Tel: (313) 962-0099
     Fax: (313) 962-0044
     E-mail: hsanders@miafscme.org

          - and -

     Richard G. Mack, Jr., Esq.
     MILLER COHEN, P.L.C.
     600 West Lafayette Boulevard, 4th Floor
     Detroit, MI 48226-3191

Counsel for Wilmington Trust Company, National Association, as
Successor Trustee and Successor Contract Administrator are:

     Kristin K. Going, Esq.
     Heath D. Rosenblat, Esq.
     DRINKER BIDDLE & REATH LLP
     1177 Avenue of the Americas, 41st Floor
     New York, NY 10036-2714
     Telephone: (212) 248-3140
     E-mail: Heath.Rosenblat@dbr.com

Counsel to Dexia Credit Local, Dexia Holdings, Inc., and NORD/LB
Covered Finance Bank S.A. are:

     ALLARD & FISH, P.C.
     Deborah L. Fish, Esq.
     2600 Buhl Building
     535 Griswold
     Detroit, MI 48226
     Telephone: (313) 961-6141
     Facsimile: (313) 961-6142

          - and -

     KRAMER LEVIN NAFTALIS & FRANKEL LLP
     Thomas Moers Mayer, Esq.
     Jonathan M. Wagner, Esq.
     1177 Avenue of the Americas
     New York, NY 10036
     Telephone: (212) 715-9100
     Facsimile: (212) 715-8000

Attorneys for the Official Committee of Retirees are:

     Matthew E. Wilkins, Esq.
     Paula A. Hall, Esq.
     BROOKS WILKINS SHARKEY & TURCO PLLC
     401 South Old Woodward, Suite 400
     Birmingham, MI 48009
     Tel: (248) 971-1800
     E-mail: wilkins@bwst-law.com
             hall@bwst-law.com

          - and -

     Sam J. Alberts, Esq.
     DENTONS US LLP
     1301 K Street, NW, Suite 600, East Tower
     Washington, DC 20005-3364
     Tel: (202) 408-6400
     E-mail: sam.alberts@dentons.com

          - and -

     Carole Neville, Esq.
     Claude D. Montgomery, Esq.
     1221 Avenue of the Americas
     New York, NY 10020
     Tel: (212) 768-6700
     E-mail: carole.neville@dentons.com
             claude.montgomery@dentons.com

Detroit is represented by:

     Bruce Bennett, Esq.
     JONES DAY
     555 South Flower Street, Fiftieth Floor
     Los Angeles, CA 90071
     Telephone: (213) 243-2382
     Facsimile: (213) 243-2539
     E-mail: bbennett@jonesday.com

          - and -

     David G. Heiman, Esq.
     Heather Lennox, Esq.
     JONES DAY
     North Point
     901 Lakeside Avenue
     Cleveland, OH 44114
     Telephone: (216) 586-3939
     Facsimile: (216) 579-0212
     E-mail: dgheiman@jonesday.com
             hlennox@jonesday.com

          - and -

     Jonathan S. Green, Esq.
     Stephen S. LaPlante, Esq.
     MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
     150 West Jefferson, Suite 2500
     Detroit, MI 48226
     Telephone: (313) 963-6420
     Facsimile: (313) 496-7500
     E-mail: green@millercanfield.com
             laplante@millercanfield.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.  Miller Buckfire & Co., Ernst & Young
LLP and Conway MacKenzie Inc. also are advising Detroit on its
restructuring.

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: Wants Unsecured Creditors Committee Dissolved
----------------------------------------------------------
The City of Detroit, Michigan, has asked the Bankruptcy Court to
vacate the appointment of an official committee of unsecured
creditors in the City's bankruptcy case by the Office of the
United States Trustee.  The city argued in a 33-page filing on
Jan. 31 that the appointment of an unsecured creditors committee
is discretionary in chapter 9 and is neither necessary nor prudent
in the City's case.

Detroit on July 19, 2013, filed a motion seeking the appointment
of an official committee to act as the authorized representative
of former employees of the City and their beneficiaries who are
entitled to receive pension benefits and health and other post-
employment welfare benefits from the City.  The Bankruptcy Court
entered an order granting the Retiree Committee Motion on Aug. 2,
and on Aug. 22, the U.S. Trustee appointed members to the Retiree
Committee.

In November 2013, the U.S. Trustee informed the City of its
intention to appoint another official committee in the City's
bankruptcy case -- an official committee of unsecured creditors --
if the City were found to be eligible to be a chapter 9 debtor.
On Dec. 5, 2013, the Bankruptcy Court entered (a) its Opinion
Regarding Eligibility, in which the Court found that the City is
eligible to be a debtor under chapter 9 of the Bankruptcy Code,
and (b) the Order for Relief Under Chapter 9 of the Bankruptcy
Code.

Also on Dec. 5, 2013, the City sent a letter to the U.S. Trustee
stating its opposition to the appointment of an official committee
of unsecured creditors and its decision not to fund any fees or
expenses incurred by such a committee.  Notwithstanding the City's
opposition to the appointment of a new committee, the City
provided the U.S. Trustee with the information it requested about
potential committee members.

On Dec. 23, 2013, the U.S. Trustee named these members to the
official committee of unsecured creditors: Financial Guaranty
Insurance Company; the Police and Fire Retirement System of the
City of Detroit; the General Retirement System of the City of
Detroit; Wilmington Trust Company; and Jessie Payne.

On Dec. 24, 2013, the City sent a letter to the U.S. Trustee
expressing its opposition to the formation and composition of the
Creditors' Committee and reiterating its decision not to fund any
professional fees or costs incurred by such committee.

On Jan. 8, 2014, the U.S. Trustee sent a letter to counsel for the
City confirming its decision to form the Creditors' Committee.

According to Detroit, unsecured creditors are well represented in
the City's chapter 9 case.  Numerous other representatives of
unsecured bonds and holders of certificates of participation
issued to fund the City's retirement systems, have been active
participants in this case, including debtholders, other
trustees/paying agents and insurers.  Employees of the City are
represented by numerous unions that have been active in the case.
The City requested, and obtained, the appointment of the Retiree
Committee to represent retired City employees -- the largest group
of unsecured creditors potentially unrepresented in the bankruptcy
case, and the unsecured creditor constituency that was most in
need of representation.  All of these parties are represented by
competent counsel.

Of the remaining unsecured creditors, Detroit said trade creditors
providing essential services relating to health, safety and public
welfare in many cases have been or will be paid.  Other trade
creditors are business enterprises that can represent themselves
in the chapter 9 case, including through counsel.  Similarly,
plaintiffs in pending litigation are represented by counsel and
are able to participate and actually have participated in these
cases, as reflected by the numerous motions to lift the automatic
stay and other pleadings that have been filed by litigation
plaintiffs to date.  Most other creditors have no need for a
committee or other significant participation in the bankruptcy
(e.g., income tax refund creditors that will be paid in the
ordinary course).

                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.  Miller Buckfire & Co., Ernst & Young
LLP and Conway MacKenzie Inc. also are advising Detroit on its
restructuring.

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.

The TCR has reported that Detroit's emergency financial manager,
Kevyn Orr, on Jan. 29 presented a copy of the Plan to the City's
creditors who are participating in the mediation conducted by
Chief Judge Gerald E. Rosen, on a confidential basis.  The Plan
outlines the treatment each class of creditors would receive for
their claims in Detroit's restructuring under Chapter 9 of the
U.S. Bankruptcy Code.  The City currently intends to file the
Plan, which may be further modified, in approximately two weeks
with the United States Bankruptcy Court for the Eastern District
of Michigan.

According to Bloomberg News, U.S. Bankruptcy Judge Steven Rhodes
had told the city he wanted it to file a plan by March 1.


DETROIT, MI: Says Official 1983 Claimant Committee "Unnecessary"
----------------------------------------------------------------
The City of Detroit on Tuesday lodged its objection to the request
for appointment of a Committee of Prepetition 42 U.S.C. Sec. 1983
Claimants, filed by certain prepetition claimants holding claims
arising from lawsuits against the City, its employees or both
under 42 U.S.C. Sec. 1983 that are pending in the United States
District Court for the Eastern District of Michigan.

Detroit said (a) the appointment of an Official 1983 Claimant
Committee is unnecessary to assure the adequate representation of
holders of Pending 1983 Claims and (b) the Movants fail to
establish that the Court should exercise its discretion to appoint
an Official 1983 Claimant Committee.  Detroit argued that the
Pending 1983 Claims represent only one discrete subset of claims
that the City must address in its restructuring.

The gravamen of the Movants' argument is that the appointment of
such a committee is "vital" to the adequate representation of
creditors holding Pending 1983 Claims because the Court recognized
that Pending 1983 Claims are "unique" when it referred them for
mediation before Chief Judge Gerald E. Rosen of the United States
District Court for the Eastern District of Michigan instead of
ordering that they be subject to the alternative dispute
resolution procedures established by the Court for other claims.
The Movants suggest specifically that an Official 1983 Claimant
Committee will play a critical role in conferring with the City
and Chief Judge Rosen on the terms of the proposed mediation
process.  The Movants propose to populate the Official 1983
Claimant Committee principally with "key law firms" and entities
referred to as "1983 Claimant Representatives," rather than the
actual holders of Pending 1983 Claims.

On Jan. 29, 2014, a response to the Motion was filed by Walter
Swift and Dwayne Provience, who stated their support for the
relief sought in the Motion and raised additional arguments in
support of the request.  Detroit said it also opposes the
Supporting Response.

                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.  Miller Buckfire & Co., Ernst & Young
LLP and Conway MacKenzie Inc. also are advising Detroit on its
restructuring.

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.

The TCR has reported that Detroit's emergency financial manager,
Kevyn Orr, on Jan. 29 presented a copy of the Plan to the City's
creditors who are participating in the mediation conducted by
Chief Judge Gerald E. Rosen, on a confidential basis.  The Plan
outlines the treatment each class of creditors would receive for
their claims in Detroit's restructuring under Chapter 9 of the
U.S. Bankruptcy Code.  The City currently intends to file the
Plan, which may be further modified, in approximately two weeks
with the United States Bankruptcy Court for the Eastern District
of Michigan.

According to Bloomberg News, U.S. Bankruptcy Judge Steven Rhodes
had told the city he wanted it to file a plan by March 1.


DIOCESE OF GALLUP: Wins Nod for Keegan as Financial Adviser
-----------------------------------------------------------
The Diocese of Gallup obtained court approval of its application
to employ Keegan, Linscott and Kenon, P.C., as its accountant and
financial consultant.

Keegan Linscott will help the diocese analyze its operations,
provide advice concerning its accounting systems, develop
reorganization and liquidation models, analyze financial
alternatives, and assist the diocese in developing a
restructuring plan.

                  About the Diocese of Gallup, NM

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.

There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians.  The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The bishop previously said bankruptcy will be "the most merciful
and equitable way for the diocese to address its responsibility."

The abuse mostly occurred in the 1950s and early 1960s, the bishop
said.

The petition shows assets and debt both less than $1 million.

The Diocese of Gallup is the ninth Catholic diocese to seek
protection in Chapter 11 bankruptcy.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DIOCESE OF GALLUP: UST Wants Pachulski to Follow New Guidelines
---------------------------------------------------------------
A Justice Department official charged with regulating bankruptcy
cases asked Judge David Thuma to force Pachulski, Stang, Ziehl &
Jones, LLP to follow some of the newly implemented guidelines for
reviewing fee applications of bankruptcy professionals.

"Because of the limited assets in this case and the nature of
claims, it is necessary that administrative expenses, including
professional fees, be kept as low as reasonably possible,"
Richard Wieland, U.S. Trustee for Region 20, said in a court
filing.

Among the new guidelines pointed out by the U.S. trustee include
the filing of fee applications "no sooner than every 120 days nor
more than 180 days," together with Pachulski's budget and staffing
plans approved by the diocese.

The fee applications should include a summary of fees and hours
budgeted compared to fees and hours actually billed for each
project category, and a summary of expense reimbursement
requested by category, according to the filing.

The U.S. trustee also wants the firm to provide him with billing
records supporting its fee applications in an "open and
searchable" electronic data format.

                  About the Diocese of Gallup, NM

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.

There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians.  The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The bishop previously said bankruptcy will be "the most merciful
and equitable way for the diocese to address its responsibility."

The abuse mostly occurred in the 1950s and early 1960s, the bishop
said.

The petition shows assets and debt both less than $1 million.

The Diocese of Gallup is the ninth Catholic diocese to seek
protection in Chapter 11 bankruptcy.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


E.H. MITCHELL: Laurent Suit Delays Plan Filing
----------------------------------------------
E. H. Mitchell & Company, L. L. C., asks the U.S. Bankruptcy Court
for the Eastern District of Louisiana to extend its exclusive
period to file a plan of reorganization by 120 days.

The Debtor's exclusive period to file a plan will expire on
Feb. 6, 2014, absent an extension.

The Debtor explains it needs more time to resolve matters arising
out of Adversary Proceeding No. 13-01106, Laurent v. E. H.
Mitchell & Company, L. L. C., in order to be in the proper
procedural posture to file its plan.  The principal issue
requiring resolution are (1) the entitlement of Mr. Laurent to
additional legal fees; and (2) the nature, extent, priority and
validity of a claimed lien.  No trial date has yet been set for
the Laurent adversary proceeding.

                 About E. H. Mitchell & Company LLC

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

The Debtor is represented by Robert L. Marrero, Esq., at Robert
Marrero, LLC, in New Orleans, Louisiana. The Debtor disclosed
$300,027,297 in assets and $1,281,148 in liabilities.

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

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed three members to the official committee of unsecured
creditors.


EDGENET INC: Hires Klehr Harrison as Counsel
--------------------------------------------
Edgenet, Inc., and Edgenet Holding Corp. seek authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
Klehr Harrison Harvey Branzburg LLP as counsel, nunc pro tunc to
the Jan. 14, 2014 petition date.

The Debtors require Klehr Harrison to:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors in possession;

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

   (c) prepare all necessary motions, applications, answers,
       orders, reports and papers in connection with the
       administration of the Debtors' estates; and

   (d) perform all other necessary legal services in connection
       with these Chapter 11 cases.

Klehr Harrison will be paid at these hourly rates:

       Partners                 $400-$660
       Of Counsel               $325-$400
       Associates               $250-$385
       Paraprofessionals        $165-$195

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

The Debtors advanced classic retainers to Klehr Harrison as
follows: $150,000 on Dec. 2, 2013 and $90,000 on Jan. 10, 2014 in
connection with the planning and preparation of the Debtors'
chapter 11 filings and its proposed representation of the Debtors
(collectively, the "Retainer").  The remainder of the Retainer
paid to Klehr Harrison and not expended for prepetition services
and disbursements, if any, will be treated as a classic retainer
and will be applied against final invoices.

Raymond H. Lemisch, Esq., partner of Klehr Harrison, 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 District of Delaware will hold a hearing on the
application on Feb. 11, 2014 at 11:00 a.m.  Objections, if any,
were due Feb. 4, 2014, at 4:00 p.m.

Klehr Harrison can be reached at:

       Raymond H. Lemisch, Esq.
       KLEHR HARRISON HARVEY BRANZBURG LLP
       919 Market Street - Suite 1000
       Wilmington, DE 19801-3062
       Tel: (215) 569-4298
       Fax: (215) 568-6603
       E-mail: rlemisch@klehr.com

                         About Edgenet Inc.

Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud-
based content and applications that enable companies to sell more
products and services with greater ease across multiple channels
and devices.  Edgenet has three business locations: Waukesha, WI,
Brentwood, TN, and its main office in Atlanta, GA.  The Company
has 80 employees.

Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy
protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014.

Edgenet Inc. estimated assets of at least $10 million and
liabilities of $100 million to $500 million.

Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, serves as counsel to the Debtors;
Glass Ratner Advisory & Capital Group LLC is the financial
advisor; JMP Securities, LLC, is the investment banker, and Phase
Eleven Consultants, LLC, is the claims and noticing agent.


FIRST QUANTUM: S&P Puts 'B' Rating on $350MM Notes on Watch Pos.
----------------------------------------------------------------
Standard & Poor's Rating Services said that it placed on
CreditWatch with positive implications its 'B' issue rating on the
$350 million senior unsecured notes issued by Canada-listed base
metals group First Quantum Minerals Ltd. (FQM).

At the same time, S&P affirmed its 'B+' long-term corporate credit
ratings on FQM and its subsidiary, Toronto-based mining company
FQM (Akubra) Inc. (Akubra; formerly Inmet Mining Corp.; acquired
by FQM in April 2013).  The outlooks on FQM and Akubra are stable.

In addition, S&P affirmed its 'B+' issue rating on the $2 billion
senior unsecured notes issued by Akubra.

The rating actions follow FQM's recently proposed changes to the
group's capital structure, which aim to centralize its debt at the
parent company.  In S&P's view, the new capital structure should
improve the standing of the various creditors, in particular the
holders of the $350 million unsecured notes, which will rank pari
passu with the other debt at the parent level.  The overall amount
of outstanding debt will remain fairly similar.  As this stage,
the key rating factor for FQM remains its ambitious capital
expenditure (capex) program and relatively low current copper
prices.

Specific changes to the capital structure include:

   -- Establishing a $2.5 billion five-year senior credit facility
      to replace the current revolving credit facility (RCF) at
      Akubra.  S&P had previously assumed that the current RCF
      would be refinanced.

   -- Exchanging the current senior unsecured notes at the Akubra
      level--$1.5 billion notes due 2020 and $500 million notes
      due 2021--with two long-term senior unsecured notes at the
      FQM level.

   -- Canceling the financing of the Kevitsa project in Finland
      and downsizing the $1 billion facility at FQM's Zambian
      subsidiary Kansanshi.

   -- Changing the covenant package and streamlining the security
      package across all senior unsecured notes at the FQM level.

S&P's view of FQM's "fair" business risk profile, as its criteria
define the term, reflects the group's adequate geographic
footprint and favorable position on the global unit cash cost
curve.  Although S&P views positively the significant growth
potential from FQM's capex program, notably the greenfield copper
project in Panama, S&P considers such sizable investments to have
significant execution risk.

S&P's assessment of the group's financial risk profile as
"aggressive" is based on its forecast of sizable negative free
operating cash flow (FOCF) in the next years, with adjusted debt
to EBITDA of about 3.0x and adjusted funds from operations (FFO)
to debt of about 20% by 2015.  In S&P's view, FQM's credit metrics
will remain very sensitive to changes in the capex programs and
copper prices.  In the near term, the negative FOCF is supported
by the group's "adequate" liquidity.

S&P equalizes its 'B+' rating on Akubra with that of FQM as it
sees the subsidiary as "core" to its parent, since it accounts for
20% of production and owns 80% of the Cobre Panama project.  On
completion of the changes in the capital structure, Akubra will be
turned into an empty holding vehicle, with shares in four mines
and with no operations or debt.

The CreditWatch placement reflects the possibility of S&P raising
the 'B' issue rating on the $350 million senior unsecured notes by
one notch upon the completion of proposed changes in the capital
structure.  S&P aims to resolve the CreditWatch in the coming
weeks.

The stable outlook reflects the group's "adequate" liquidity,
following the recently agreed $2.5 billion five-year senior credit
facility.  S&P also assumes that FQM will be able to execute its
various ongoing expansion projects (including the expansion of the
Kansanshi mine and ramp-up of the Sentinel mine) according to
plan, bringing group copper production to about 600,000-620,000
metric tons in 2015.  While FQM maintains negative FOCF, S&P
considers adjusted FFO to debt of about 20% to be commensurate
with the current rating.

S&P might consider a negative rating action if FQM faced a more
severe drop in copper prices and cost overruns on its key
projects.  In addition, pressure on the rating could be triggered
by a revision of S&P's assessment of country risk in Zambia, which
accounts for about 50% of FQM's EBITDA.

A positive rating action in the medium term would require the
successful commissioning of FQM's key projects in Zambia.  It
would also hinge on FQM demonstrating sound management of the
Cobre Panama mine development, including by maintaining "adequate"
liquidity to mitigate FQM's significant negative free cash flow
over the mine's growth phase.


FISKER AUTOMOTIVE: Benteler Aluminum Withdraws Objection to Plan
----------------------------------------------------------------
Benteler Aluminum Systems DK A/S last month notified the U.S.
Bankruptcy Court for the District of Delaware that it has
withdrawn its limited objection to Fisker Automotive Holdings,
Inc., et al.'s Joint Plan of Liquidation.

The limited objection is withdrawn without prejudice in reliance
upon the Debtors' Second Revised [Proposed] order confirming the
Debtors' First Amended Joint Plan filed on Jan. 9, 2014.

Benteler reserves the right to renew its objection.

On Jan. 9, the Debtor filed a Plan Supplement, a copy of which is
available for free at:

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

As reported in the Troubled Company Reporter, Fisker on Jan. 1,
2014, filed a First Amended Joint Plan of Liquidation, a copy of
which is available at:

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

                      About Fisker Automotive

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

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

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

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

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

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

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

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

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

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

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


FOX & HOUND: Hires Hilco Real as Real Estate Consultant
-------------------------------------------------------
F & H Acquisition Corp. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Hilco Real Estate LLC as real estate
consultant, nunc pro tunc to the Dec. 15, 2013 petition date.

The Debtors require Hilco Real to:

   (a) meet with the Debtors to ascertain the Debtors' goals,
       objectives and financial parameters;

   (b) mutually agree with the Debtors with respect to a strategic
       plan for the restructuring of each lease (the "Strategic
       Plan");

   (c) negotiate, on the Debtors' behalf, the terms of
       restructuring agreements with the landlords, in accordance
       with the Strategic Plan;

   (d) provide written reports periodically to the Debtors
       regarding the status of such negotiations, which may be
       provided to the Debtors' lenders, investors and advisors;
       and

   (e) assist the Debtors in closing the pertinent lease
       restructuring agreements.

The Debtors and Hilco Real have agreed to this compensation
structure in consideration for services to be rendered by Hilco to
the Debtors:

   -- upon execution of the Engagement Letter, Hilco Real earned a
      fee of $50,000, which fee is to be credited against any
      Restructured Lease Savings Fee.

   -- Hilco shall earn a "Restructured Lease Savings Fee" which,
      under the Engagement Letter means, for any Restructured
      Lease, an amount equal to the aggregate Restructured Lease
      Savings multiplied by 7.0% of all Restructured Lease
      Savings, plus an additional fee of $1,500 per Restructured
      Lease for all non-economic material modifications to such
      Restructured Lease.  Noneconomic material modifications
      include, without limitation, lengthening the primary lease
      term, securing new options, securing consents, extending
      the deadline to assume or reject, modifying the assignment/
      sublet clause, and modifying percentage rent clauses.  For
      the avoidance of doubt, the $1,500 additional fee for non-
      economic material modifications is on a per lease basis and
      not a per modification basis.

   -- the amounts payable under the Fee Structure shall be paid in
      a lump sum upon the later to occur of (i) closing of the
      transaction having the effect of restructuring the Lease and
      (ii) closing of a transaction having the effect of selling
      and assuming and assigning a Lease pursuant to sections 363
      and 365 of the Bankruptcy Code.

Hilco Real will also be reimbursed for reasonable out-of-pocket
expenses incurred.  Hilco Real shall seek approval for expenses in
excess of $25,000 during the term of the engagement.

The Debtors engaged Hilco Real pursuant to the Engagement
Agreement and received one payment of $50,000 prior to the
petition date.

Pursuant to the Engagement Letter, Hilco waived its prepetition
fees in the amount of $2,192,426.24.  Absent this waiver, Hilco
would have been the Debtors' single largest unsecured creditor.
The waiver provided for in the Engagement Letter thus
substantially benefits the Debtors' estates and creditors.

Ian S. Fredericks, vice president and assistant general counsel of
Hilco Trading, LLC, the managing member of Hilco Real, 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 District of Delaware will hold a hearing on the
application on Feb. 20, 2014, at 2:00 p.m.  Objections, if any,
are due Feb. 6, 2014, at 4:00 p.m.

Hilco Real can be reached at:

       Ian S. Fredericks
       HILCO REAL ESTATE, LLC
       5 Revere Drive, Suite 206
       Northbrook, IL 60062
       Tel: (847) 418-2075
       Fax: (847) 897-0859
       E-mail: ifredericks@hilcotrading.com

                         About Fox & 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.


FOX & HOUND: Has Green Light to Hire YCST as Local Counsel
----------------------------------------------------------
F&H Acquisition Corp., et al., sought and obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Young Conaway Stargatt & Taylor, LLP, as local Delaware attorneys.

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

     Robert S. Brady, Esq. -- rbrady@ycst.com             $730
     Robert F. Poppiti, Jr., Esq. -- rpoppiti@ycst.com    $355
     Michelle Smith, Paralegal                            $185

The firm will 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.

Young Conaway was retained by the Debtors pursuant to an
engagement agreement dated as of Aug. 30, 2013.  On Sept. 26,
2013, Young Conaway received a retainer in the amount of $25,000
in connection with the planning and preparation of the Chapter 11
filings and the postpetition representation of the Debtors.

On Dec. 4, 2013, the firm received a payment of: (a) $22,466 on
account of fees and expenses incurred through and including
Nov. 10, 2013; and (b) $43,668 on account of anticipated filing
fees for the Chapter 11 cases.  In addition, on Dec. 13, 2013,
Young Conway received a payment of: (a) $21,409 on account of fees
and expenses incurred through and including Dec. 10, 2013; and (b)
$7,278 on account of additional anticipated filing fees for the
Chapter 11 cases.  After applying a portion of the Retainer to the
outstanding balance as of the Petition Date, Young Conaway
continues to hold a Retainer in the amount of $1,762 as security
for postpetition services and expenses in connection with the
Chapter 11 cases.

                       About Fox & 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.


FOX & HOUND: Can Employ Epiq as Administrative Advisor
------------------------------------------------------
F&H Acquisition Corp., et al., sought and obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Epiq Bankruptcy Solutions, LLC, as administrative advisor.

Prior to the Petition Date, the Debtors provided Epiq a retainer
in the amount of $25,000.

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.

The Debtors also have sought and obtained Court authority employ
Epiq as claims and noticing agent.

                       About Fox & 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.


FOX TROT: Taps Duane Cook as Special Counsel
--------------------------------------------
Fox Trot Corporation asks for permission from the Hon. Tracey N.
Wise of the U.S. Bankruptcy Court for the Eastern District of
Kentucky to employ Duane Cook & Associates PLC as special counsel.

The Debtor requires Duane Cook to:

   (a) advise the Debtor with respect to all matters involved in
       the prosecution of an appeal and counterclaims;

   (b) assist the Debtor in its preparation of briefs, motions,
       objections, orders and other legal papers related to the
       Debtor's Appeal and Counterclaims;

   (c) appear at hearings, oral arguments and other proceedings
       related to or concerning the Appeal and Counterclaims;
   (d) perform such other services as may be necessary and proper
       with respect to the Appeal and Counterclaims.

The Debtor proposes to pay Duane Cook on a contingency fee basis
for services rendered, subject to approval of this Court, with any
actual, reasonable fees and expenses incurred in connection with
said services to be paid upon final adjudication of the
counterclaims.  It is contemplated that Duane Cook will seek
compensation based upon Duane Cook's normal contingency rate,
which is and will be 40% of any and all amounts recovered on the
Counterclaims.  Given the legal complexities of the Appeal and the
Counterclaims, the Debtor believes that this rate is fair and
reasonable.

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

Prior to the Petition Date, Duane Cook received payments from the
Debtor in the amount of $15,000 for representation in connection
with multiple matters, including the Appeal and the Counterclaims.
As of the Petition Date, Duane Cook was owed $3,602.71 by the
Debtors in connection with multiple legal matters, including the
Appeal and the Counterclaims.

Duane Cook 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.

Duane Cook can be reached at:

       Duane Cook, Esq.
       DUANE COOK & ASSOCIATES, PLC
       135 N. Broadway Street
       Georgetown, KY 40324
       Tel: (502) 570-0022
       Fax: (502) 570-0023
       E-mail: duane@duanecookandassociates.com

                    About Fox Trot Corporation

Fox Trot Corporation sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 12, 2013 (Case No. 13-52471, Bankr. E.D.
Ky.).  The case is assigned to Judge Gregory R. Schaaf.  Adam R.
Kegley, Esq., represent the Debtor in its restructuring effort.
The Debtor estimated assets at $10 million to $50 million, and
debts at $1 million to $10 million.


FREE LANCE-STAR: Time to File Schedules Extended Through Feb. 21
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave The Free Lance-Star Publishing Co. of Fredericksburg, Va.,
until Feb. 21, 2014, to file its schedules of assets and
liabilities and statement of financial affairs.

The Debtor stated that given the size and nature of its estates,
it needs additional time to compile and review information to
ensure proper completion and accuracy of its schedules and
statements.

               About The Free Lance-Star Publishing

The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a
publishing, newspaper, radio and communications company based in
Fredericksburg, Virginia and owned by the family of Josiah P. Rowe
III.  FLS's single, seven-day a week newspaper, The Free Lance-
Star was first published in 1885 when a group of local
Fredericksburg merchants and businessmen created the paper to
serve the news and advertising needs of the community.  FLS also
owns radio stations WFLS-AM, FLS-FM, and WVBX.  FLS owns the
community and news portal http://www.fredericksburg.com/

FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case
No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014.  William
Douglas Properties, L.L.C., a related entity that owns a portion
of the land pursuant to which FLS operates certain aspects of its
business, also sought bankruptcy protection.

Judge Keith L. Phillips was initially assigned to the cases, but
the cases were reassigned to Judge Kevin R. Huennekens on the
Petition Date.

The Debtors have tapped Tavenner & Beran, PLC, as counsel; and
Protiviti, Inc., as financial advisor.


G & S RESEARCH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: G & S Research, Inc.
        3950 Priority Way South Drive, Suite 200
        Indianapolis, IN 46240

Case No.: 14-00678

Chapter 11 Petition Date: February 4, 2014

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Hon. Robyn L. Moberly

Debtor's Counsel: David R. Krebs, Esq.
                  TUCKER, HESTER, BAKER & KREBS, LLC
                  One Indiana Square, Suite 1600
                  Indianapolis, IN 46204
                  Tel: 317-833-3030
                  Fax: 317-833-3031
                  Email: dkrebs@thbklaw.com

Total Assets: $576,520

Total Liabilities: $1.43 million

The petition was signed by Gary Schwebach, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/insb14--678.pdf


GARY PHILLIPS: Court Closes Chapter 11 Reorganization Case
----------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee on Dec. 20 entered a final
decree closing the Chapter 11 case of Gary Phillips Construction,
LLC.

The Debtor, in its motion, stated that, among other things:

   1. all deposits required by the Plan have been distributed
      and all payments currently required under the Plan have
      commenced;

   2. there are no pending motions, contested matters, or
      adversary proceedings.

   3. the Debtor has assumed the business and management of
      the property dealt with by the Plan Quarterly fees due
      and owing the U. S. Trustee have been paid through
      Dec. 10, 2013; and

   4. all actions or events which are required by the Plan
      or confirmation order prior to issuance of the final
      decree have occurred.

As reported in the Troubled Company Reporter on Dec. 2, 2013, the
Court entered an order confirming the Debtor's Fourth Amended Plan
of Reorganization.  Under the Plan, the Debtor's secured creditors
will be paid as follows:

   -- TruPoint Bank will be paid as real estate is sold.  The
      Debtor projects sales of there existing houses and two
      new under construction houses over the next 1 to 60 months
      to be $999,500.  The Debtor is hopeful it can reach a deal
      with TruPoint on a new loan for the construction of new
      houses.

   -- The one property pledged to Bank of Tennessee as collateral
      will remain on the market for sale and/or rental and the
      bank will be paid off as real estate is sold.

   -- First Bank and Trust, owed $550,000, has a lien on 21 lots
      in The Village of Beechwood Meadows Subdivision; and these
      properties will be conveyed out of the Debtor.

   -- Regions Bank, which is secured by cash collateral, will
      be paid $78,000 in 60 equal monthly payments of $1,300
      monthly.

Under the Plan, unsecured non-insider creditors that are owed less
than $10,000 will receive 20% of their claims, not to exceed
$2,000, within 360 days of the date of confirmation.  Unsecured
non-insider creditors that are owed more than $10,000 will receive
50% of the net profit of the Debtor for five years immediately
following the confirmation date of the Plan.

It is anticipated that total professional fees for the Debtor will
not exceed $65,000 for Hagod, Tarpy & Cox, PLLC.  Counsel for the
unsecured creditors committee estimates his fees at $45,000 and
has agreed to reduce his fee to $20,000.  Fred Leonard has been
paid $25,000 to date and it is not anticipated that there will be
further fees.  Leonard will release his lien on Lot 104 in the
Allison Hills development.  These fees will be paid only after
application to and approval by the Court.  The U.S. Trustee fee
will be paid within 30 days of confirmation or as soon as
practical.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq., in Bristol,
Tennessee, serves as the Debtor's counsel.  The Debtor tapped
Wayne Turbyfield as accountant.  The Debtor tapped the law firm of
Bearfield & Associates as special counsel.  The Court denied the
application to employ Crye-Leike Realtors as realtor.  In its
schedules, the Debtor disclosed $13,255,698 in assets and
$7,614,399 in liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


GOLDKING HOLDINGS: Hires Gibbs & Bruns as Litigation Counsel
------------------------------------------------------------
Goldking Holdings, LLC and its debtor-affiliates seek
authorization from the Hon. David R. Jones of the U.S. Bankruptcy
Court for the Southern District of Texas to employ Gibbs & Bruns,
LLP as special litigation counsel.

While the Debtors originally sought to retain Gibbs & Bruns as
part of an initial application for ordinary course professionals,
upon transfer to the Southern District of Texas it was determined,
upon guidance from the Court, that Gibbs & Bruns would be dropped
from the original ordinary course professionals' retention
application and this application would be filed instead.

Gibbs & Bruns will continue to render professional services
including, but not limited to, all matters typically and
reasonably necessary to represent the Debtors' interests,
including counseling, preparation and filing of pleadings,
conducting and responding to discovery as appropriate, and
preparing for and appearing at all hearings, conferences,
mediations, arbitrations and trials, all in connection with the
Litigation.

On Feb. 13, 2013, Debtors commenced litigation against, among
others, Leonard C. Tallerine and certain entities that he owns in
the 61st District Court of Harris County, Texas for, among other
things, theft, conversion, fraud, unjust enrichment, breach of
fiduciary duty, and breach of contract.

Gibbs & Bruns will be paid at these hourly rates:

       Barrett H. Reasoner              $650
       Mark A. Giugliano                $450
       Laura J. Kissel                  $375
       Colin C. Pogge                   $260
       Paralegals                       $180
       Staff Counsel                    $240
       Associates                     $260-$320

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

Gibbs & Bruns has been paid $1,195,990.96 through the day prior to
the Petition Date as compensation for services rendered and costs
incurred in connection with its representation of Debtors in the
Litigation.

As of the Petition Date, Gibbs & Bruns was owed $307,368.62 for
services performed and/or expenses incurred in connection with its
representation of Debtors in the Litigation.

Barrett H. Reasoner, partner of Gibbs & Bruns, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the Southern District of Texas will hold a hearing
on the application on Feb. 10, 2014, at 2:00 p.m.

Gibbs & Bruns can be reached at:

       Barrett H. Reasoner, Esq.
       GIBBS & BRUNS, L.L.P.
       1100 Louisiana, Suite 5300
       Houston, TX 77002
       Tel: (713) 650-8805
       Fax: (713) 750-0903
       E-mail: breasoner@gibbsbruns.com

                     About Goldking Holdings

Goldking Holdings LLC, an oil-and-gas exploration company based in
Houston, sought bankruptcy protection (Bankr. D. Del. Case No.
13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from
creditors with plans to sell virtually all its assets.  Goldking
Onshore Operating, LLC, and Goldking Resources, LLC, also sought
creditor protection.

The cases were initially assigned to Delaware Judge Brendan
Linehan Shannon.  On Nov. 20, 2013, Judge Shannon granted the
request of Goldking's former CEO Leonard C. Tallerine Jr. to move
the Chapter 11 case to Houston, Texas (Bankr. S.D. Tex. Case No.
13-37200).  Mr. Tallerine owns a nearly 6% stake in the company
through an entity called Goldking LT Capital Corp.

The Debtors are represented by Scott W. Everett, Esq., and
Christopher L. Castillo, Esq., at Haynes And Boone, LLP.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serves as the Debtors' co-counsel.
Lantana Oil & Gas Partners serves as the Debtors' financial
advisors.  The Debtors' notice, claims, solicitation and balloting
agent is Epiq Bankruptcy Solutions, LLC.

In December 2013, the Debtors won Court approval to employ
E-Spectrum Advisors LLC, led by its CEO Coy Gallatin, as asset
sale advisor.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


GREGORY & PARKER: Reorganization Case Converted to Chapter 7
------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court
for the Eastern District of North Carolina in November converted
the Chapter 11 case of Gregory & Parker, Inc., and Gregory &
Parker Seaboard, LLC, to Chapter 7 of the Bankruptcy Code.

In this relation, Joseph N. Callaway was appointed as Chapter 7
Trustee for both bankruptcy cases.

The Bankruptcy Administrator moved for conversion of the Debtors'
cases, stating that on Sept. 27, 2013, the Debtors' respective
Chapter 11 Plans were confirmed.

In response to the motion to convert, Gregory & Parker, Inc.,
Gregory & Parker -- Seaboard, LLC and William & Diana Parker (the
principals of the Debtors) each filed responses in support of the
motion.

As reported in the Troubled Company Reporter on Sept. 26, 2013,
under the Plan, the Debtors were to pay Georgia Capital's
principal balance on loans totaling $3.9 million, plus interest in
an amount to be determined by the Bankruptcy Court from sales of
real property constituting its collateral within nine months of
the Effective Date in full satisfaction of its claims.

The Debtors would pay allowed general unsecured claims from sale
of all real property after payment of all allowed secured claims;
ad valorem property taxes; assessments; commercial brokers'
commissions; closing costs; all priority claims; all Court
approved Chapter 11 administrative professional fees and expenses;
and quarterly fees.

A copy of the Approved Plan, as modified at the confirmation
hearing, is available for free at:

     http://bankrupt.com/misc/_GREGORY_PlanModified920.pdf

                      About Gregory & Parker

Gregory & Parker Inc. owned Seaboard Station, a retail center near
William Peace University at the northern fringe of downtown
Raleigh, North Carolina.  Gregory & Parker filed a Chapter 11
petition Feb. 22, 2012 (Bankr. E.D.N.C. Case No. 12-01382).
Richard D. Sparkman, Esq., at Richard D. Sparkman & Assoc., P.A.,
represents the Debtor.  Gregory & Parker estimated assets of
between $100,000 and $500,000, and debts of between $10 million
and $50 million.

Gregory & Parker, Inc.'s case has been procedurally consolidated
with the case of Gregory & Parker-Seaboard, LLC, Case No.
12-01383-8-SWH, which also sought Chapter 11 relief on Feb. 22,
2012.  Seaboard LLC estimated under $50,000 in assets, and between
$10 million and $50 million in debts.

William Douglas Parker, Jr., the Debtors' president, and his wife,
Diana Lynne Parker, the Debtors' corporate secretary, filed their
own bankruptcy case on April 25, 2012.

Bankruptcy Judge Stephani W. Humrickhouse presides over the cases.

Plans of reorganization were filed in the Debtors' cases and in
the Parkers case in November 2012.

In May 2013, Regions Bank and Georgia Capital, LLC -- the largest
secured creditors of the Debtors -- failed to convince the
Bankruptcy Court to dismiss or convert the cases to Chapter 7.

As reported in the TCR on Aug. 8, 2013, Gregory & Parker, Inc., on
Aug. 2 won Bankruptcy Court approval to sell the Seaboard Station
shopping and restaurant center to William Peace University for
$20.75 million.

Seaboard is Gregory & Parker's largest asset, and the sale marks a
significant step in resolving the Company's $19 million-plus
liabilities.  The sale entails $663,000 in brokerage commissions
to Capital Associates Management LLC, according to court
documents.


HOUSTON REGIONAL: Astros Strike Out in Play to Dismiss Bankruptcy
-----------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that a
bankruptcy judge on Feb. 4 dismissed a play by Major League
Baseball's Houston Astros to prevent the troubled Comcast
SportsNet Houston television network from restructuring under
Chapter 11 protection.

The report related.  Comcast Corp. last year filed an involuntary
bankruptcy petition against CSN Houston, a regional sports
broadcaster, and is now angling to make a bid for the network at a
court-supervised auction.  The Astros, which argued that Comcast
is seeking to seize control and prevent the baseball team from
ending its relationship with the network, had asked the judge to
dismiss the case.

"In the end, I don't believe I have a very difficult call under
the law," Judge Marvin Isgur of the U.S. Bankruptcy Court in
Houston said at the Feb. 4 hearing on whether the case should go
forward, the report cited.

Judge Isgur found that, contrary to the Astros's claims, Comcast's
motives in filing the involuntary bankruptcy petition weren't
dishonest or insincere, according to the report.

While Judge Isgur allowed the case to move forward, he didn't rule
on Comcast's requests to appoint a trustee or an independent
examiner, who would be able to act on behalf of the network as it
tries to sell itself to Comcast or another buyer, the report
added.

               About Houston Regional Sports Network

An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.

Judge Marvin Isgur presides over the case.


GROUP UNITED: Panama Canal Expansion on 'Brink of Failure'
----------------------------------------------------------
Dan Molinski, writing for The Wall Street Journal, reported that
work to expand the Panama Canal so bigger ships can fit through
the 100-year-old waterway has virtually ground to a halt, and the
consortium in charge of the construction effort said the project
is now on the "brink of failure" after talks broke down between
the contractors and Panama's government over who is going to pay
for $1.6 billion in cost overruns.

According to the report, the storied canal, built by American
engineers, is among the world's most vital shipping routes, acting
as a shortcut between the Pacific and Atlantic oceans that shaves
nearly two weeks off travel times for ships that otherwise would
need to travel around South America at Cape Horn. But the canal
has become too narrow for the world's ever-larger ships, including
those hauling products such as natural gas and other fuels.
Countries including the U.S., which is fast becoming a net
exporter of natural gas as it uses new drilling technology to tap
into rock formations, are eager to take advantage of a wider canal
to boost their shipments to Asia.

But the expansion project, already 70% complete, is now in
turmoil, the report said.  Early on Feb. 5, the European building
consortium GUPC, or Group United for the Canal, said the
government-controlled Panama Canal Authority walked out on
monthlong talks late on Feb. 4 night. "The break in negotiations
puts the Panama Canal expansion and up to 10,000 jobs at immediate
risk," said the consortium, which is 48%-controlled by Sacyr SA of
Spain and 48%-controlled by Salini Impregilo SpA of Italy.

Hours later, Jorge Quijano, the head of the Panama Canal
Authority, a government agency, said GUPC is to blame for the
collapse in negotiations, accusing the consortium of going outside
the contract to demand "exorbitant" and undeserved funding for
cost overruns that haven't been substantiated, the report related.

The canal authority said "almost all" the work by GUPC stopped on
Wednesday, and demanded that the consortium resume its activities,
adding that the construction companies need to take advantage of
Panama's dry season to get as much work done as possible, the
report further related.


HYLAND SOFTWARE: Moody's Affirms B2 CFR & Rates 1st Lien Loan B2
----------------------------------------------------------------
Moody's Investors Service affirmed Hyland Software, Inc.'s B2
corporate family rating ("CFR") and assigned a B2 rating to
Hyland's new $435 million of first lien term loan. Moody's also
affirmed the B2 rating for Hyland's existing $20 million revolving
credit facility and revised the company's probability of default
rating to B2-PD, from B3-PD. The outlook for ratings is stable.
The company intends to use cash on hand and the net proceeds from
the new term loan to refinance existing debt and pay a dividend of
approximately $95 million to its shareholders.

Ratings Rationale

Hyland's proposed dividend recapitalization will raise the
company's total debt to EBITDA to about 5.3x, from 4.6x (Moody's
adjusted, total debt to LTM 3Q 2013 EBITDA, including purchase
accounting adjustments and non-recurring restructuring costs) and
partly utilizes debt capacity available under the existing B2 CFR.
The affirmation of Hyland's B2 CFR reflects Moody's expectations
that the company will manage its leverage below 6x and continue to
generate very good levels of free cash flow (low teen percentages
of total debt) driven by good revenue growth.

The B2 CFR incorporates potential for periodic increases in debt
to fund shareholder returns. The rating also reflects Hyland's
high business risks resulting from its modest operating scale
relative to some of its substantially larger and financial
stronger competitors, and its limited product portfolio focused on
a niche segment within the Enterprise Content Management (ECM)
software market.

Hyland's credit profile is supported by its competitive market
position in the mid-market segment, and its well-regarded industry
verticals-focused product offerings in a growing ECM software
market. The B2 rating also benefits from the predictability of the
company's revenues. Approximately 54% of Hyland's revenue are
highly recurring in nature and it has low customer revenue
concentration. The rating is further supported by Hyland's good
revenue growth prospects and Moody's expectations that absent
another leveraging event, Hyland's total debt-to-EBITDA should
decline to approximately 4.5x by mid-2015.

The stable outlook reflects Hyland's good liquidity and Moody's
view that the company should generate organic revenue growth in
the high single digit percentages over the next 12 to 18 months.

Given Hyland's limited operating scale and product portfolio, and
its high financial risk tolerance under financial sponsors a
ratings upgrade is not expected in the next 12 to 18 months.
However, Hyland's ratings could be upgraded over time if it
demonstrates a meaningful increase in profits and operating cash
flow profitability, and if Moody's believes that the company will
maintain leverage below 5x.

Moody's could downgrade Hyland's ratings if the company's
operating performance deteriorates as evidenced by weak license
sales and operating cash flow generation. Hyland's ratings could
be downgraded if Moody's believes that the company's Total Debt-
to-EBITDA (Moody's adjusted) leverage is expected to remain above
6.0x or its free cash flow remains in the low single digit
percentages of total debt for an extended period of time.
Additionally, deterioration in liquidity, or a material
degradation in the company's business or financial risk profile
resulting from a large, transformative acquisition could trigger a
downgrade.

Moody's has taken the following ratings actions:

Issuer: Hyland Software, Inc.

Corporate Family Rating -- Affirmed, B2

Probability of Default Rating -- B2-PD, raised from B3-PD

$435 Million Senior Secured First Lien Term Loan due 2021 --
Assigned B2 (LGD4, 50%)

$20 Million Senior Secured Revolving Credit Facility due 2017 --
Affirmed B2 (LGD4, 50% from LGD 3, 35%)

$375 Million Senior Secured First Lien Term Loan due 2019 --
Affirmed B2 (LGD3, 35%), to be withdrawn upon transaction closing

Outlook -- Stable

Headquartered in Westlake, OH, Hyland Software, Inc. provides
Enterprise Content Management software solutions to enterprise
customers. Private equity firm Thoma Bravo owns a majority equity
interest in the company.

The principal methodology used in this rating was the Global
Software 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.


HYLAND SOFTWARE: S&P Affirms 'B' CCR & Rates New $435MM Debt 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Westlake, Ohio-based Hyland Software
Inc. and revised the outlook to stable from positive.

S&P also assigned a 'B' issue-level rating and '3' recovery rating
to the company's proposed $435 million senior secured first-lien
term loan due 2022.  The '3' recovery rating indicates S&P's
expectations for meaningful (50%-70%) recovery in the event of
payment default.

"The rating reflects our view of Hyland Software's 'weak' business
risk profile (as defined by our criteria), incorporating the
company's limited operational scale and relatively modest
competitive position compared with that of much larger competitors
with significantly more resources in the fragmented enterprise
content management (ECM) industry," said Standard & Poor's credit
analyst Jacob Schlanger.

These factors are partially offset by the company's predictable
recurring revenue stream, stemming from high license renewal rates
and favorable business segment growth.  Hyland Software provides
ECM software solutions that enable organizations to manage,
control, and share unstructured (text, images, e-mails, and
digital content) and structured content.  S&P views the company's
financial risk profile as "highly leveraged" as a result of its
high debt leverage, with pro forma debt to EBITDA in the low-5x
area at close of the transaction, and an aggressive financial
policy, reflecting its debt-financed dividend payments to
financial sponsors made over the past few years.  S&P views the
industry risk as "intermediate" and the country risk as "very
low".

The stable outlook reflects S&P's expectation that the company
will continue to experience revenue growth while maintaining its
current profitability levels, leading to good free operating cash
flow generation; however, current ownership structure will
preclude sustained debt-to-EBITDA ratio below 5x.

S&P could raise the rating if the company and its financial
sponsor demonstrate financial commitment to reduce debt leverage
such that debt to EBITDA is sustained below the mid-4x level.

While S&P do not expect a lower rating over the next year, it
would lower the rating if the company experiences pricing pressure
related to increased competition in the marketplace or weak
economy result in margin erosion, leading to debt to EBITDA above
the mid-6x level.


INC RESEARCH: S&P Affirms 'B' CCR & Rates $375MM Sec. Debt 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Raleigh, N.C.-based INC Research LLC.
S&P also revised the outlook to positive from stable, reflecting
its increased confidence that the company's earnings will support
leverage below 5.0x in 2014.

S&P also affirmed the 'B+' (one-notch higher than the corporate
credit rating) issue-level ratings on the company's $375 million
senior secured debt facility.  The recovery rating on the facility
is '2', indicating substantial (70%-90%) recovery in the event of
payment default.  S&P also affirmed the 'B' issue-level rating on
the company's $300 million senior unsecured notes (one notch below
the corporate credit rating) with a recovery rating of '5',
indicating our expectation for a modest (10%-30%) recovery in the
event of payment default.

"The ratings on contract research organization (CRO) INC Research
LLC reflects its "weak" business risk profile which considers
INC's relatively narrow focus as a provider of outsourced services
to the pharmaceutical industry, volatile demand and cancellation
risk in its contract-based business, and INC's need to
successfully compete against larger competitors," said credit
analyst Shannan Murphy.  "INC's "highly leveraged" financial risk
profile reflects it existing credit metrics, which are above 5x."

S&P's positive rating outlook on INC reflects recent improvement
in operating performance, prompting it to revise its base-case
expectations for debt leverage at a comfortable level below 5.0x.

"Once we develop stronger confidence that the company will be able
to sustain recent improving operating performance through June
2014, we will consider a higher rating.  The rating actions would
be predicated on sponsor commitment to maintain lower leverage
levels.  An outlook revision back to stable would likely occur if
there was a trend of contract cancellations and we believe our
base case will not be met, resulting in sluggish to flat revenues
and inability to maintain improving margins.  A margin contraction
of about 200 bps could keep credit metrics as highly leveraged.  A
stable outlook could also result if additional debt borrowings due
to the sponsor returning to an aggressive financial policy or a
substantial acquisition above $100 million results in leverage
peaking at a sustained rate above 5.0x," S&P said.


INTERNATIONAL RECTIFIER: S&P Affirms 'BB' IDR; Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed International Rectifier Corp.'s (IR)
(NYSE: IRF) 'BB' long-term Issuer Default Rating (IDR) and 'BB'
rating for the company's $100 million senior unsecured revolving
credit facility (RCF) expiring 2016.  The Rating Outlook is
Stable. The company has no outstanding public debt.

The ratings and Stable Outlook incorporate Fitch's expectations
for solid revenue growth over the near term from new product
ramps, strong automotive and aerospace demand, and the
anticipation of improving industrial and appliance markets.
Beyond the near term, Fitch expects secular growth driven by
electronics proliferation and increased power management content,
albeit within a cyclical context.

In addition, profitability will remain volatile, driven by
cyclical demand, variable pricing pressures, limited turns
business (receiving and fulfilling orders within the same quarter)
visibility, and meaningful operating leverage.  Over the near
term, operating EBITDA margin should increase to the mid- to high-
teens versus a Fitch estimated 6.2% in fiscal 2013.

The completion of IR's restructuring initiatives by the end of
fiscal 2015 should improve operating profitability through the
semiconductor cycle.  The company's actions include right-sizing
the manufacturing footprint and scaling operating expenses for
break-even profitability at the $240 million quarterly revenue
level.

Annual free cash flow (FCF) will remain uneven with Fitch's
expectations for annual FCF of breakeven to $100 million within
the context of a normal cycle.  Over the longer term, Fitch
anticipates structurally higher FCF through the cycle, due to
restructuring-driven higher profitability and increased
outsourcing.  IR plans to increase manufacturing outsourcing to
50% from 30% and already increased packaging and test outsourcing
to 70% from 50%.  Fitch believes the customized nature of many of
IR's solutions may limit further manufacturing outsourcing from
the current 50% of total.

Leading positions in automotive and aerospace will provide longer
product lifecycle growth with greater demand visibility.
Industrial, appliance, and computing markets will remain cyclical
but with attractive long-term growth characteristics.  Meanwhile,
IR will benefit in calendar 2014 from the anticipated ramp of
Intel's new server platform and other digital power design wins,
and solid adoption of IGBT modules and next-generation low-voltage
MOSFETS.  The company's Gallium Nitride products are anticipated
to meaningfully contribute to revenues over the longer term.
Distributors remain reluctant to build inventory, preferring
instead to increase turns orders until end market demand
demonstrates more stable patterns, which adds a degree of
volatility to the company's business.  As a result, Fitch expects
inventory to remain at slightly higher levels in order to have
ample supply for unexpected upturns. Nonetheless, obsolescence
risk is less pronounced for the majority of IR's products.

RATING DRIVERS

The rating and Outlook continue to be supported by IR's:

   -- Technology leadership and resultant leading share in core
      power-management markets;

   -- Addressable market growth driven by long-term secular trends
      of increased electronics content and demand for energy
      efficiency;

   -- Diversified customer and geographic sales mix.

Ratings concerns continue to center on the company's:

   -- Uneven annual FCF;

   -- Substantial structural investments in research and
      development (R&D) and capital spending, the latter of which
      should decline longer-term from increased outsourcing;

   -- Small revenue base in its sole focus on the power-management
      market, which includes several participants with greater
      scale and financial flexibility.

KEY RATINGS SENSITIVITIES

Fitch believes positive rating action is unlikely in the absence
of:

   -- Significant market share gains, likely from robust
      penetration of gallium nitride-based products that will also
      increase the size of the company and diversification of its
      customer base;

   -- Strengthened FCF profile from a combination of higher mid-
      cycle revenues and lower capital intensity.

Negative rating actions could result from:

   -- Weaker than expected revenue growth, suggesting market share
      losses from a weakening of the company's technology
      leadership;

   -- Significant cash usage from lower than expected revenue
      growth or aggressive share repurchases.

As of Dec. 29, 2013, Fitch believes IR's liquidity was sufficient
and supported by:

   -- Approximately $503 million of cash, cash equivalents and
      short-term investments; and

   -- An undrawn $100 million RCF expiring November 2016.

Fitch expects annual FCF ranging from break-even to $100 million
within the context of a normal cycle.  The company has no public
debt and Fitch believes the company has limited capacity at the
current rating for debt incurrence.


JERRY'S NUGGET: Feb. 26 Hearing on Closing of Reorganization Case
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on Feb. 26, 2014, at 9:30 a.m., to consider Jerry's
Nugget, Inc., et al.'s motion to close their Chapter 11 cases.

The Debtors, in their motion, stated that the Court confirmed
their Third Amended Joint Plan of Reorganization on Oct. 28, 2013.
The Debtors also added that all conditions for the occurrence of
the Effective Date have been met, and the Plan's Effective Date
was Nov. 26, 2013.  Accordingly, the Plan has been substantially
consummated on Dec. 19, 2013.

            About Jerry's Nugget and Spartan Gaming

Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting
of approximately 87,187 square feet of building area and 24,511
square fee of casino floor space with approximately 630 slot and
video poker machines and 9 table games.  Jerry's Nugget also
contains a sports book, a keno area and a small live pit.

Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought
Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in
Las Vegas, Vegas, on Aug. 13, 2012.  Jerry's Nugget, owned by the
Stamis family, has a 9.1-acre casino property in North Las Vegas.
The property consists of 87,187 square feet of building area and
24,511 square feet of casino floor space, with 630 slot and video
poker machines and 9 table games.  Jerry's Nugget also contains a
sports book, a keno area, and a small live pit.  There are two
restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous
Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite.
Net revenues totaled $22.5 million, including $15.3 million in
gaming revenue, in the year ended Dec. 31, 2011.  Spartan Gaming
owns 12 parcels of real property in Nevada.  Two of the parcels
provide parking access for Jerry's Nugget.

Judge Mike K. Nakagawa presides over the case. Gerald M. Gordon,
Esq., at Gordon Silver represent the Debtors.  Jerry's Nugget
estimated assets and debts of $10 million to $50 million.  Jerry's
Nugget said its current going concern value is at least
$8 million.  Spartan Gaming estimated $1 million to $10 million in
assets and debts.  The petitions were signed by Jeremy Stamis,
president.

In its schedules, Jerry's Nugget disclosed $12,378,944 in assets
and $10,771,442 in liabilities as of the Petition Date.

The Debtors' Plan generally provides for the repayment of claims
against the Debtors as: (i) Allowed Secured Claims will be paid in
full with interest; (ii) Allowed Priority Claims will be paid in
full with interests; (iii) Allowed Administrative Convenience
Claims will be paid in full; and (iv) Allowed General Unsecured
Claims will be paid their pro rata portion of $2,500,000, which
will be funded by Debtors' ongoing operations and the $400,000 or
greater contribution from the Stamis Trusts.  Existing Equity
Securities in JNI and Spartan Gaming will be canceled and 100
percent of the Reorganized Debtors' stock and membership issued to
the Stamis Trusts.

The Bankruptcy Court approved on June 28, 2013, the amended
disclosure statement describing the Debtors' Joint Plan.

The law firm of Dorsey & Whitney represents US Bank; Morris Law
Group and H3 Law represent CRE; The Schwartz Law Firm represent
The George Stamis Family Trust, George Stamis and Effie Stamis.


JORDAN HOSPITAL: S&P Revises Outlook to Neg. & Affirms 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
and affirmed its 'B+' rating on Massachusetts Development Finance
Agency's $72 million series 1992B, 1998D, and 2003E bonds issued
for Jordan Hospital.

"The negative outlook reflects our view that Jordan Hospital's
financial profile is weak and that it could decline further
through the one-year outlook period," said Standard & Poor's
credit analyst Jennifer Soule.

Effective Jan. 1, 2014, Jordan Hospital became part of Beth Israel
Deaconess Medical Center (BIDMC), which is an affiliate, and the
flagship hospital, of CareGroup. BIDMC is now Jordan Hospital's
sole corporate member and as part of its affiliation agreement
changed its name to Beth Israel Deaconess Hospital-Plymouth Inc.
(BID-Plymouth).  "The 'B+' rating on BID-Plymouth reflects a wide
range of additional support from BIDMC and indirectly from
CareGroup offset by declining volume and revenue, weak overall
financial performance, and high debt burden at BID-Plymouth
itself," Ms. Soule added.  "Although we have factored BIDMC and
CareGroup support into our assessment this year, we note that
under the merger agreement, BID-Plymouth is not part of the
obligated group and under certain conditions BID-Plymouth could be
sold or closed over the next three to five years.

The negative outlook reflects S&P's view that BID-Plymouth's
financial profile is weak and that it could decline further within
the one-year outlook period.  However, S&P views its affiliation
with BIDMC favorably and think that if BID-Plymouth can optimize
the benefits of that relationship quickly, its financial and
operating performance could improve.  Standard & Poor's is
uncertain of this outcome and the time required to effect
improvement; financial and operating performance needs to improve
before S&P would consider an upgrade.

If BID-Plymouth continues to report volume and revenue decline
resulting in multiyear negative earnings and debt service coverage
under 1.5x, S&P could lower the rating further within the 'B'
category, and possibly into the 'CCC' category.  Any sustained
reduction in unrestricted reserves or addition of debt, while not
currently expected, could also prompt a lower rating.  S&P do not
believe a higher rating is feasible for BID-Plymouth through the
one-year outlook period, given its current operating challenges.


KRONOS WORLDWIDE: S&P Rates Senior Secured Debt 'B+'
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue rating
and '3' recovery rating to Kronos Worldwide Inc.'s senior secured
credit facility.  The '3' recovery rating indicates S&P's
expectation for substantial recovery in the event of a payment
default.

At the same time, S&P affirmed its 'B+' corporate credit rating on
the company.  The outlook is stable.

"The ratings on Kronos reflect our expectation that the company
and the industry will continue to rebound from a very weak 2013
and that the company will not further increase debt to fund growth
or returns to shareholders," said Standard & Poor's credit analyst
Seamus Ryan.  The ratings also reflect the highly volatile nature
of the TiO2 industry, from which the company derives almost all of
its earnings as one of the largest global producers.  S&P assess
Kronos's business risk profile as "weak" and its financial risk
profile as "aggressive".

The stable outlook reflects S&P's expectation that gradually
improving industry conditions and more favorable raw material
costs will continue to improve Kronos' operating results over the
next few quarters to support adequate liquidity and financial
metrics appropriate for the ratings.  S&P also expects that
management will maintain a prudent approach to funding growth and
returns to shareholder.  For the current ratings, S&P expects
Kronos to maintain average adjusted FFO to debt ratio between 15%
to 20% over the cycle.

S&P could lower the ratings if it expects more sustained pressure
from raw material prices and continued weakness in end-market
demand to lead to EBITDA margins well below 10% through 2014.  In
this scenario, S&P would expect FFO to total debt to remain near
10% without near-term prospects for improvement.  S&P could also
lower the ratings if the company uses additional debt to fund
growth plans or returns to shareholder, or if additional group
leverage weakens the group credit profile.

While less likely, S&P could raise the ratings if TiO2 industry
conditions and Kronos' operations stabilize to the point where S&P
expects the company to maintain FFO to debt above 10% in a
cyclical trough and above 20% over the cycle.  For this to occur
S&P would look for evidence of steadier end market demand and raw
material input prices.


LEHMAN BROTHERS: Settlement of Bank of Tokyo Claims Approved
------------------------------------------------------------
The trustee of Lehman Brothers Inc. obtained court approval of an
agreement it made with the Bank of Tokyo-Mitsubishi UFJ, Ltd., to
settle the bank's JPY2.67 billion claim.

Under the agreement, the bank can assert a general unsecured
claim against the brokerage in the amount of $25.05 million.  The
deal is formalized in a six-page stipulation, which is available
for free at http://is.gd/MrhkW0

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: $241 Million in Claims Disallowed
--------------------------------------------------
The U.S. Bankruptcy Court in Manhattan disallowed 16 claims,
which assert more than $241 million against Lehman Brothers
Holdings Inc.  The claims are listed at:

   http://bankrupt.com/misc/LBHI_453rdoo_2InsuffDocs.pdf
   http://bankrupt.com/misc/LBHI_455th_10NoLiability.pdf
   http://bankrupt.com/misc/LBHI_456th_4NoLiability.pdf

The bankruptcy court also ordered to reduce the amounts asserted
in 10 claims.  A list of the claims is available for free
at http://is.gd/oOVh22

The amount of each claim is "greater than the fair, accurate, and
reasonable value" of the amount for which Lehman is liable,
according to court papers.

Meanwhile, Lehman dropped its objection to four claims filed by
Skandinaviska Enskilda Banken AB and two other creditors.

Separately, several Lehman creditors filed court papers to block
approval of the proposed treatment of their claims, arguing the
company did not provide evidence to support its objections to
their claims, among other reasons.

                          SIPA TRUSTEE

James Giddens, the trustee liquidating Lehman Brothers Holdings
Inc.'s brokerage, asked the U.S. Bankruptcy Court in Manhattan to
disallow 52 claims, which assert $2.77 million.  The claims are
listed at:

   http://bankrupt.com/misc/LBHI_sipa193rdoo_33NoLiability.pdf
   http://bankrupt.com/misc/LBHI_sipa194thoo_10NoLiability.pdf
   http://bankrupt.com/misc/LBHI_sipa195thoo_9noliability.pdf

Most of the claims were filed by suppliers of the brokerage and
other Lehman units.  The trustee said the suppliers do not have
any right to payment from the brokerage for the amounts claimed.

The trustee proposed to reclassify 18 claims as subordinated
general creditor claims.  A list of the claims is available for
free at http://is.gd/BTv9RU

The claims, which seek to recover $977,946, were filed by former
employees for deferred compensation payments based upon
participation in various compensation plans.

Meanwhile, the trustee dropped his objections to 11 claims filed
by West Virginia State Tax Department and 11 other creditors.

                    Court Disallows 352 Claims

The bankruptcy court disallowed 352 claims, which seek to recover
more than $64.7 million from the Lehman brokerage.  The claims
are listed at:

   http://bankrupt.com/misc/LBHI_sipa165thoo_23duplicative.pdf
   http://bankrupt.com/misc/LBHI_sipa168thoo_200duplicate.pdf
   http://bankrupt.com/misc/LBHI_sipa169thoo_117duplicate.pdf
   http://bankrupt.com/misc/LBHI_sipa172ndoo_12employee.pdf

Meanwhile, the court reclassified 18 severance claims, which seek
payment of $736,960.  A list of the claims can be accessed for
free at http://is.gd/EdWkQc

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: Claims of Claren Road, Underwriters Subordinated
-----------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York, on Jan. 27, issued a memorandum opinion
authorizing and directing James Giddens, Lehman Brothers Inc.'s
trustee, to subordinate the claims of Claren Road Credit Master
Fund Ltd. and certain junior underwriters.

Claren Road, a prime brokerage customer of LBI, filed a claim
that seeks breach of contract damages due to failure of LBI to
execute an order for the sale of Lehman Brothers Holdings Inc.
bonds placed only days before the Lehman collapse.  The junior
underwriters filed reimbursement and contribution claims in
connection with their having to defend and settle claims brought
against them by investors in relation to the public offering of
LBHI bonds.  The LBI Trustee seeks subordination of both claims
under Section 510(b) of the Bankruptcy Code.

According to Judge Peck, the Claren Road Claim fits comfortably
within that portion of Section 510(b) which mandates
subordination because it is a claim "for damages arising from the
purchase or sale" "of a security of the debtor or of an affiliate
. . ."  With respect to the underwriters,' claims, Judge Peck
pointed out that a review of the plain language of 510(b) makes
clear that claims of this type are expressly subordinated under
the statute as it is a "a claim . . . for reimbursement or
contribution . . . on account of a claim" arising from the
purchase or sale of a security of the debtor or an affiliate of
the debtor.

Judge Peck further stated, "The phrase "a claim represented by a
security" is subject to interpretation within the text of section
510(b). The words may have different meanings depending on
whether a claim relates to a security of the debtor or a security
issued by an affiliate of the debtor. When the claims being made
against the debtor arise out of the purchase or sale of the
debtor's own securities, the relative priority of such claims may
be subordinated to claims that are within that same capital
structure. In contrast with this example, affiliate securities
ordinarily will be the source of claims that are external to the
debtor's capital structure and that become the basis for making a
claim against the debtor for damages associated with the purchase
or sale of securities of its affiliate.

Accordingly, Judge Peck said, "claims represented by affiliate
securities rarely would seek to recover amounts claimed by
investors (exceptions would be when the debtor has guaranteed
payment or the estates are consolidated). Instead, as in the
situations described in this decision, the claim represented by
the securities of LBHI is an unsecured claim for damages or for
reimbursement relating to the purchase or sale of such
securities. Claims such as this fit within the statutory
framework and are properly subject to subordination under
510(b)."

For the reasons stated, Judge Peck agreed with the interpretation
of section 510(b) that has been advanced by the SIPA Trustee. The
Claren Road Claim and the Co-Underwriters Claims should be
subordinated to the claims of general unsecured creditors of LBI
pursuant to section 510(b) of the Bankruptcy Code. There is no
need to refer to the theory of claim subordination or the public
policy that may have led to enactment of this provision of the
Bankruptcy Code, Judge Peck said.  The language is clear on its
face and applies to these claims. The parties are directed to
settle an order consistent with Judge Peck's decision.

A full-text copy of Judge Peck's decision is available at:

          http://bankrupt.com/misc/LEHMAN81270127.pdf

Michael E. Salzman, Esq., and Robert B. Funkhouser, Esq., at
HUGHES HUBBARD & REED LLP, in New York, New York, Attorneys for
James W. Giddens, Trustee for the SIPA Liquidation of Lehman
Brothers Inc.

Marshall R. King, Esq. -- mking@gibsondunn.com -- at GIBSON, DUNN
& CRUTCHER LLP, in New York, New York, Attorneys for Claren Road
Credit Master Fund Ltd.

Luke A. Barefoot, Esq. -- lbarefoot@cgsh.com -- at CLEARY
GOTTLIEB STEEN & HAMILTON LLP, in New York, New York, Attorneys
for Certain Junior Underwriters.

Joshua Dorchak, Esq. -- joshua.dorchak@bingham.com -- at BINGHAM
McCUTCHEN LLP, in New York, New York, Attorneys for UBS
Financial Services Inc.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: SDNY Court Drops Smith Rocke Suit vs. Venezuela
----------------------------------------------------------------
Diaz Reus & Targ LLP scored a victory in the U.S. District Court
for the Southern District of New York on behalf of the government
of Venezuela, obtaining complete and final dismissal with
prejudice of a suit brought by Smith Rocke Ltd., a purported
creditor in the Lehman Bros. bankruptcy.

The suit was predicated on Smith Rocke's allegation that
Venezuelan government agencies had expropriated the company's
entitlement to payments from the Lehman Bros. bankruptcy estate
worth more than $400 million.  In a comprehensive opinion handed
down by U.S. District Court Judge Lorna Schofield, the Court
soundly rejected all of the Plaintiff's expropriation and
conversion claims, and dismissed the suit with prejudice.

Smith Rocke, a BVI company, is controlled by its Venezuelan
shareholders who were previously associated with a Venezuelan
bank, Banco Canarias, and another affiliated Venezuelan entity,
Credican.  Both Banco Canarias and Credican were placed into
receivership several years ago by Venezuelan banking regulators.
Shortly thereafter, Smith Rocke facilitated an unauthorized
"assignment" of the right to receive payments from the defunct
entities to Smith Rocke, in an effort to gain control of assets
valued in the hundreds of millions of dollars.  Regulators are
seeking to recover these assets in order to satisfy depositors
and creditors of the failed financial institution.

"Once the Venezuelan government learned of the diversion of
assets by the Smith Rocke shareholders, they notified the Lehman
bankruptcy trustee so that no payments from the Lehman estate
would be made to them.  That action resulted in the filing of
this suit by Smith Rocke against our client," said Diaz.  "The
problem for Smith Rocke, of course, is that these shareholders
never had a legitimate legal claim to these assets, and now the
court has told them so."

In addition to Diaz, the Diaz Reus legal team on this case also
included partners Chad Purdie, Gary Davidson, Brant Hadaway, and
Carlos Gonzalez.

The case is Smith Rocke, Ltd. v. Republica Vliviariana De
Venezuela, No. 12 Cv. 7316 (LGS)., 2014 BL 20749 (S.D.N.Y. Jan.
27, 2014).

                          About Diaz Reus

Diaz, Reus & Targ, LLP -- http://www.diazreus.com-- is a full-
service international law firm offering comprehensive legal
services to U.S.-based and international clients around the
world. The firm's global reach extends from its Miami, Fla.,
headquarters to its 12 international offices, strategically
located in dynamic business centers throughout Latin America, the
Middle East, and in Asia and Europe.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: Foreclosure Sale Today on Martinez Property
------------------------------------------------------------
Jeffrey Lake at Southwest Support Group, as special master, will
sell and convey to the highest bidder for cash all the right,
title, and interest of Dennis T. Martinez, a defendant in a
lawsuit filed by Lehman Brothers Holdings, Inc., today, Feb. 6,
2014 at 9:00 a.m., outside the front entrance of the Bernalillo
County Courthouse, 400 Lomas Blvd. NW, Albuquerque, NM.

Specifically, the special master will sell "The South Half of Lot
numbered Eight (8) and the North Half of Lot numbered Nine (9) of
Hurbell Heights, a Subdivision of a tract of land in School
District No. 28, Bernalillo County, New Mexico."

The sale will be made pursuant to judgment entered on July 18,
2013, in Lehman Brothers' action, which is a suit to foreclose a
mortgage held by the Plaintiff and wherein the Plaintiff was
adjudged to have a lien against the real estate in the sum of
$99,559.74 plus interest from Feb. 11, 2013 to the date of sale
at the rate of 8.125% per annum, the costs of sale, including the
Special Master's fee, publication costs, and Plaintiff's costs
expended for taxes, insurance, and keeping the property in good
repair.

The Plaintiff has the right to bid at such sale and submit its
bid verbally or in writing.  The Plaintiff may apply all or any
part of its judgment to the purchase price in lieu of cash.

The case is, LEHMAN BROTHERS HOLDINGS, INC. AS DEBTOR AND DEBTOR
IN POSSESSION IN ITS CHAPTER 11 CASE IN THE UNITED STATES
BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, CASE NO.
08-13555 (JMP) (GRANTOR) WHOSE ADDRESS IS C/O LEHMAN BROTHERS
HOLDINGS INC., 1271 6TH AVENUE, NEW YORK, NY 10020, Plaintiff, v.
DENNIS T. MARTINEZ, BANCROFT WHITNEY, JUANITA S. ROIBAL, THE
STATE OF NEW MEXICO DEPARTMENT OF TAXATION AND REVENUE, NEW
CENTURY MORTGAGE CORPORATION, A CALIFORNIA CORPORATION, UNITED
STATES OF AMERICA BY AND THROUGH THE INTERNAL REVENUE SERVICE,
NEW MEXICO WORKFORCE SECURITY FKA NEW MEXICO DEPARTMENT OF LABOR
EMPLOYMENT SECURITY DIVISION AND THE UNKNOWN SPOUSE OF DENNIS T.
MARTINEZ, IF ANY, Defendant(s), No. D-202-CV-2011-05935, before
the State of New Mexico County of Bernalillo Second Judicial
District.

The special master may be reached at:

         Jeffrey Lake
         Special Master
         SOUTHWEST SUPPORT GROUP
         5011 Indian School Road NE
         Albuquerque, NM 87110
         Tel: 505-767-9444

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: James Boyojian Represents Stock Awards Claimants
-----------------------------------------------------------------
The Law Office of A. James Boyajian, a California-based law firm,
filed a Rule 2019 declaration disclosing that it represents a
group of creditors of Lehman Brothers Holdings Inc. who hold
claims tied to the company's restricted stock units or contingent
stock awards.  The creditors are:

   Creditor Name                      Claim No.
   -------------                      ---------
   Virgilio Casuple                     34326
   Darian J. Cohen                      16153
   Mary Langevin                        24675
   Lars P. Jacobson                     24335
   Amit K. Sarkar                       34872
   Christian E. Stevens                 25431
   Andrew Wideman                       22286

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LENNAR CORP: Moody's Rates New Unsec. Notes Ba3 & Affirms Ba3 CFR
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Lennar
Corporation's proposed new $250 million senior unsecured notes due
2026, proceeds of which will be used for working capital and
general corporate purposes. In the same rating action, Moody's
affirmed Lennar's Ba3 corporate family rating, Ba3-PD probability
of default rating, Ba3 rating on the company's 10 existing issues
of senior unsecured and convertible senior notes due from 2014 to
2022, and the SGL-2 speculative grade liquidity rating. The
outlook was raised to positive from stable.

The change to a positive outlook reflects our expectation that
Lennar's adjusted debt leverage will trend towards that of a Ba2-
rated homebuilder within the next 12 to 18 months while its other
key credit metrics, e.g., gross margins, interest coverage, and
return on assets, will continue to improve and, in some cases,
exceed Ba2 levels.

The following rating actions were taken:

Proposed new senior unsecured notes due 2026, assigned Ba3, LGD4-
58%;

Corporate family rating, affirmed Ba3;

Probability of default rating, affirmed at Ba3-PD;

Existing senior unsecured notes, affirmed at Ba3, LGD4-58%;

Existing convertible senior notes, affirmed at Ba3, LGD4-58%;

Speculative grade liquidity assessment, affirmed at SGL-2;

Ratings outlook changed to positive from stable.

Ratings Rationale

The Ba3 corporate family rating reflects the company's industry-
leading gross margins among the pure homebuilders; its strong
earnings performance; the near elimination of its formerly
outsized recourse joint venture debt exposure; and the substantial
tangible equity base. In addition, the company has successfully
managed its investments in new asset classes that are different
from, albeit related to, more traditional homebuilding activities.

At the same time, Lennar's ratings incorporate an adjusted
homebuilding debt leverage (pro forma 53% as of November 30, 2013)
that is stretched for a Ba3; the expectation of negative cash flow
from operations over the next 12 to 18 months; the moderately long
land position; and its high proportion of speculative
construction. In addition, Lennar's propensity to invest in
different asset classes and structures compared to more
traditional homebuilders adds an element of additional risk to the
company's credit profile. While these investments can and do
generate solid returns and cash, especially during growth periods,
they can also result in sizable write downs, considerable use of
management time, and cash drains, as the joint venture operations
did during the recent downturn.

Lennar's liquidity is supported by its $695 million unrestricted
cash position at November 30, 2013, the availability of about $780
million under its $932 million committed senior unsecured
revolving credit facility due 2017 (net of outstanding letters of
credit), and substantial headroom under its financial maintenance
covenants. The revolving credit facility requires the company to
maintain compliance, as of November 30, 2013, with minimum
tangible net worth of just under $2 billion, maximum debt leverage
of 65.0%, and a minimum 1.0x liquidity coverage of annual interest
incurred or an interest coverage of 1.5x.

The ratings could benefit if the company continues to generate
positive and growing net income, resumes growing its free cash
flow, continues to strengthen its liquidity, and, most
importantly, drives its adjusted debt leverage towards the 45%
level.

The outlook and/or ratings could come under pressure if the
economic backdrop suddenly and significantly takes a turn for the
worse; the company begins generating negative net income;
impairments were again to rise materially; the company were to
experience even sharper-than-expected reductions in its trailing
12-month free cash flow generation; and/or adjusted debt leverage
were to exceed 60% on a sustained basis.

The principal methodology used in this rating was the Global
Homebuilding Industry published in March 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.

Founded in 1954 and headquartered in Miami, Florida, Lennar is one
of the country's largest homebuilders. The company operates in 17
states and specializes in the sale of single-family homes for
first-time, move-up, and active adult buyers under the Lennar
brand name. Lennar's Financial Services segment provides mortgage
financing, title insurance and closing services for both buyers of
the company's homes and others. Lennar's Rialto Investments
segment is a vertically integrated asset management platform
focused on investing throughout the commercial real estate capital
structure. Lennar's Multifamily segment is a national developer of
high-quality multifamily rental properties. Total revenues for the
2013 fiscal year that ended November 30, 2013 were approximately
$5.9 billion, and consolidated pretax income was $682 million.


LENNAR CORP: S&P Assigns 'BB-' Rating to $550MM Sr. Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'4' recovery rating to U.S. homebuilder Lennar Corp.'s proposed
$250 million to $300 million senior notes due 2026.  S&P's '4'
recovery rating indicates its expectation for an average (30% to
50%) recovery in the event of default.  Net proceeds will be used
for general corporate purposes.  The proposed notes are rated in
line with Lennar's outstanding senior unsecured obligations.  The
proposed notes would rank equally with Lennar's other senior
unsecured obligations and would be guaranteed by substantially all
of Lennar's homebuilding subsidiaries for as long as these
subsidiaries guarantee at least $75 million of parent company
obligations.  The guarantees can be released under certain
circumstances.

S&P's 'BB-' corporate credit rating on Lennar is unchanged.  The
outlook remains stable.

S&P's ratings on Lennar reflect the company's "fair" business
position as one of the largest homebuilders in the U.S. U.S. new
home sales have been on a broadly improving trend since the severe
downturn of 2008-2011.  With demand growth continuing to be
bolstered by low interest rates, S&P expects this trend to
continue over the next two to three years, albeit at a slower pace
than during the first half of 2013.  Lennar has been well-
positioned to benefit from improving industry fundamentals.  The
company operates on a national scale, and is geographically
diversified across a number of relatively attractive regional
homebuilding markets.  The company has been gaining market share,
and has also benefited from significantly improved volume and
selling prices (net of incentives), which have more than offset
higher building costs.  In addition, Lennar has been particularly
adept in managing its land procurement.

"We believe that the investment Lennar is making in master planned
communities should ultimately afford a limited measure of earnings
diversity.  This is also potentially the case with Lennar's
sizable investment in wholly owned Rialto Holdings LLC
(B+/Stable--), which is a commercial real estate investor,
investment manager, and finance company.  However, we believe
Rialto adds to business risk for Lennar, particularly since Rialto
is in the midst of a transition to a new business model, given its
recent entry into commercial mortgage origination.  Also, we view
Rialto's business as far-removed from Lennar's core competencies
as a homebuilder," S&P said.

The ratings also reflect Lennar's "aggressive" financial risk
position.

Lennar has experienced a robust rebound in earnings and cash flow
since the period 2008-2009, when it incurred large net losses.
During the fiscal year ended Nov. 30, 2013, the company posted a
45% year-over-year increase in revenues, while its homebuilding
gross margin improved by 220 basis points -- to a highly
competitive 25%.  S&P expects Lennar's revenues to increase by a
further 20% to 30% in fiscal 2014, and its gross margin to improve
slightly. In fiscal 2013, Lennar's debt to EBITDA was a much-
improved 3.9x, down from 4.8x in fiscal 2012 and 6.1x in fiscal
2011.  (These ratios are adjusted for surplus cash, in accordance
with S&P's criteria.  Total debt includes debt at Lennar's
homebuilding-related financial services operations, but excludes
debt at Rialto.)  However, S&P views Lennar's cash flow/leverage
volatility as high, and S&P continues to have concerns about the
extent to which its financial performance -- like that of its
peers -- could again deteriorate in a downturn.

S&P currently views Lennar's liquidity as "strong".  The company's
homebuilding-related cash position totaled $695 million as of
Nov. 30, 2013, and this could increase as a result of the proposed
debt issue.  The company's $950 million revolving credit facility
was fully available as of Nov. 30, 2013.  S&P do not anticipate
that Rialto will require further capital infusions from Lennar.
In addition, S&P believes that Lennar has considerable leeway to
curtail land purchases, given its large land position.

S&P's stable outlook reflects its expectation that Lennar's
financial performance will continue to improve over the next one
to two years.  S&P could raise the rating if it came to expect
that the company could maintain debt to EBITDA of less than 4.0x,
even amid much less favorable market conditions, with debt to debt
plus equity of less than 40% (compared with 46% at Nov. 30, 2013).
On the other hand, S&P could lower the rating if it came to expect
that debt to EBITDA would be materially more than 5x for an
extended period, as a result of some combination of difficult
market conditions, operating setbacks, or increased debt.

RATINGS LIST

Lennar Corp.
Corporate Credit Rating       BB-/Stable/--

New Rating

Lennar Corp.
Senior Notes Due 2026         BB-
   Recovery Rating             4


MARGAUX CITY LIGHTS: Court Confirms Liquidation Plan
----------------------------------------------------
The U.S. Bankruptcy Court on Jan. 15, 2014, confirmed a Chapter 11
Plan of Liquidation for Margaux City Lights Partners, Ltd. in Case
No. 12-35828-bjh-11.  The Effective Date under the Plan occurred
on Jan. 30, 2014.

All requests for payment of administrative claims incurred before
the Effective Date must be filed with the Bankruptcy Court by Feb.
20, 2014.  All fee applications by professional persons for
services rendered or expenses incurred before the Effective Date
must be filed with the Bankruptcy Court by March 16, 2014.

The Troubled Company Reporter, citing a The Dallas Morning News
article, reported on Nov. 2, 2012, that Margaux City Lights
Partners Ltd., the partnership that owns the City Lights project,
a four-block tract just east of downtown Dallas, Texas, sought
bankruptcy court approval to sell the property.  The report said
Greystar, a South Carolina company that builds and manages
apartments, has contracted to buy the 6-acre mixed-use site.

Margaux filed for Chapter 11 bankruptcy protection in September
2012.


MCLEAN FARMS: Assets to Be Auctioned Off April 29
-------------------------------------------------
Property at 7172 West Woodruff Road, Coolidge, Arizona 85228, will
be sold at public auction to the highest bidder at 971 Jason Lopez
Circle, Bldg. A, Florence, Arizona 85232, in Pinal County, on
April 29, 2014, at 10:00 a.m.

The sale won't include all oil, gas and other hydrocarbon
substances (including geothermal resources).

The property serves as collateral to debt in the original
principal balance of $4,900,000 owed to Commerce Bank of Arizona,
at 3156 East Baseline Road, Mesa, Arizona 85204, under a
Modification of Deed of Trust executed by:

     -- McLean Farms, LLC, as to an undivided 65.98% interest,
     -- Casa Kelek, LLC, as to an undivided 14% interest,
     -- LLV Toltec Buttes, LLC, as to an undivided 3.65% interest,
        and
     -- Terry Girls, LLC, as to an undivided 16.37% interest

Towne Bank of Arizona was named the original beneficiary.

The Current Trustee may be reached at:

     W. Scott Jenkins, Jr.
     RYLEY CARLOCK & APPLEWHITE
     One North Central Avenue, Suite 1200
     Phoenix, AZ 85004
     Tel: 602-440-4890

The sale will be made for cash, federal funds wire transfer or
other form of payment satisfactory to Trustee (payable at the time
of sale or as allowed by the Trustee under Arizona law), but
without covenant or warranty, express or implied, regarding title,
condition, possession, encumbrances, or rights, requirements or
limitations of any third parties or any other matter, to pay the
obligations secured by the Deed of Trust in whole or in part.

Every bidder except for Beneficiary will be required to provide a
$10,000 deposit in form satisfactory to Trustee as a condition to
entering a bid.  Beneficiary reserves the right to transfer the
secured indebtedness to, and/or to acquire title to all or part of
the collateral in the name of, a title-holding affiliate following
the commencement of this sale.  This sale will not exhaust the
power of sale contained in the Deed of Trust as to any remaining
property encumbered by the Deed of Trust, which may, at
Beneficiary's option, be sold in one or more subsequent sale
proceedings.


MICRON TECHNOLOGY: Moody's Hikes CFR to B2 & Rates Sr. Notes Ba3
------------------------------------------------------------------
Moody's Investors Service upgraded Micron Technology, Inc.'s
corporate family ("CFR") and probability of default ratings to Ba2
and Ba2-PD, respectively, from Ba3 and Ba3-PD. Moody's rated
Micron's proposed 8 year senior unsecured notes at Ba3, and
lowered the liquidity rating to SGL-2 from SGL-1. Micron intends
to use the proceeds of the new notes to pay a portion of costs of
extinguishing its obligations under the outstanding 1.875%
convertible senior notes due 2014. The outlook is stable.

Ratings Rationale

The expectation of more stable conditions in the chip memory
market, and improved scale and financial flexibility at Micron
lead to the CFR upgrade to Ba2.

Moody's expects greater stability in the dynamic random access
memory ("DRAM") chip market, following consolidation of the
industry marked most recently by Micron's integration of Elpida
Memory, Inc. ("Elpida"). Consolidation has resulted in improved
pricing recently.

"Moody's expects supply discipline among the remaining large
participants to reduce what had been dramatic volatility in
revenue due to sharp pricing declines at times", noted Terry
Dennehy, Senior Analyst at Moody's Investors Service.

With the integration of Elpida largely complete Micron holds a
strong market position in DRAM after market leader Samsung
Electronics Co., Ltd., now with a share in the upper 20s percent.
"These added Elpida assets provide Micron with scale advantages in
manufacturing and R&D", noted Dennehy. When combined with the
technology acquired, this should enable Micron to maintain its
EBITDA margin (Moody's adjusted) above the mid-twenties percent
level. Moody's expects Micron's revenues will grow due to
continued strong consumer demand for mobile computing devices and
the improved industry structure, which Moody's expects will result
in more disciplined capacity additions and pricing.

Financial leverage is low relative to other Ba2-rated issuers,
with debt to EBITDA at 2.1x (Moody's adjusted) for the twelve
months ending November 28, 2013. Moody's expects financial
leverage to be low during the strong part of the cycle, since the
industry will still be highly cyclical even without the dramatic
supply shocks of the past. Moody's anticipates regular price
deflation as individual memory companies advance production
technologies in order to gain a production cost advantage relative
to their competitors. This technology development rivalry requires
large R&D spending, which constrains profits. Moreover, the
capital intensity of memory manufacturing and resulting operating
leverage causes large swings in gross margin over the course of an
industry cycle, yielding depressed or even negative operating
margins and pressure on the free cash flow.

Moody's lowered the liquidity rating to SGL-2 from SGL-1 to
reflect the increasing demands on cash for capital expenditure as
Micron funds a node transition in DRAM and development of stacked
NAND production techniques in NAND. Cash is expected to remain
above $2.5 billion.

The Ba3 senior unsecured rating, one-notch lower than the CFR,
reflects the large amount of secured debts at Micron subsidiaries
which are structurally senior to Micron's parent senior unsecured
debt. The Elpida installment obligation remains under the
direction of the Japanese courts, and has a priority claim on
Elpida's assets and cash flow until satisfied.

Upgrades:

Issuer: Micron Technology, Inc.

Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD

Corporate Family Rating, Upgraded to Ba2 from Ba3

Assignments:

Issuer: Micron Technology, Inc.

Senior Unsecured Regular Bond/Debenture, Assigned Ba3

Senior Unsecured Regular Bond/Debenture, Assigned a range of LGD4,
64 %

Downgrades:

Issuer: Micron Technology, Inc.

Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1

Outlook Actions:

Issuer: Micron Technology, Inc.

Outlook, Remains Stable

Rating Outlook

The stable outlook reflects our expectation that Micron will
continue maintain low financial leverage (below 1.5x after Moody's
standard adjustments) and improve financial flexibility as revenue
and EBITDA increase due to strong end-market demand, disciplined
market pricing, and Micron's improved operating efficiencies.

What Could Change the Rating -- Up

The rating could be upgraded following expanding gross profit with
evidence of steady operational efficiency, such that operating
margins (Moody's adjusted) are sustained above the low double
digit teens percent, as well as continued evidence of stable
market pricing and core growth in demand for DRAM and NAND. Very
strong intrinsic liquidity through access to cash, and for Micron
to have a balanced financial policies with respect to shareholder
returns would also be important considerations for any possible
upgrade.

What Could Change the Rating -- Down

The ratings could be downgraded if Micron does not execute
successfully on its node transitions in DRAM and NAND, or its
development effort to mass produce stacked NAND. The ratings could
also come under pressure if industry pricing volatility returns to
historical patterns in spite of the recent consolidation. If
Micron is not on-course to reduce leverage such that debt will
remain below 2.0x EBITDA (Moody's adjusted) over the course of an
industry cycle, the rating could be downgraded.

Micron Technology, Inc., based in Boise, Idaho, manufactures and
markets semiconductor devices, principally DRAM, NAND Flash and
NOR Flash memory, as well as other innovative memory technologies,
packaging solutions and semiconductor systems. In addition, they
manufacture semiconductor components for CMOS image sensors and
other semiconductor products.

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


NETFLIX INC.: Moody's Rates $400MM Sr. Unsecured Notes 'Ba3'
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD 4-69%) rating to
Netflix Inc.'s new $400 million 10-year senior unsecured notes.
Proceeds from the issuance will be used for general corporate
purposes and to fully finance the company's business plan. The
proceeds, along with existing cash and short-term investments,
will total about $1.6 billion (pro forma at 12/31/13). The new
$400 million senior unsecured notes rank pari passu with the
company's existing $500 million 5.375% senior unsecured notes due
2021 and other unsecured non debt obligations at Netflix's
operating subsidiaries. Netflix's Ba3 Corporate Family Rating,
Ba2-PD Probability of Default Rating and SGL-1 Speculative Grade
Liquidity rating remain unchanged. The outlook remains positive.

"We believe the company is taking advantage of the low interest
rate environment to lock-in long term financing at attractive
terms and provide incremental cash to bolster liquidity," stated
Neil Begley, a Moody's Senior Vice President. We anticipate the
company will likely use a portion of its cash to invest in
original programming, which require sizeable upfront working
capital payments, and new country launches, but we expect it will
maintain cash and short-term investments close to or in excess of
pro forma funded debt of approximately $900 million. Pro forma
debt-to-EBITDA leverage of roughly 1.7x (as of 12/31/2013,
incorporating Moody's standard adjustments) for the domestic
business is elevated compared to the current leverage of 1.1x, but
remains within the bounds specified for Netflix's current Ba3 CFR.
Consolidated leverage will be more materially impacted since the
company's consolidated EBITDA is heavily influenced by the losses
incurred for international expansion. Accordingly, we expect the
new debt issuance will increase absolute debt levels and result in
moderate weakening of debt service ratios over the near term.
However, in Moody's opinion, the company's Ba3 CFR currently has
sufficient headroom to accommodate this transaction. Further, our
positive outlook on Netflix's ratings reflects our expectation
that pro forma debt-to-EBITDA of 3.6x as of 12/31/13
(incorporating Moody's standard adjustments and pro forma for the
new $400 million of debt issuance) will decline within the next
18-24 months and Netflix will have the ability to sustain leverage
below levels originally anticipated during the initial phase of
the company's international expansion plans, when it was incurring
significant losses in new international markets. "Based on our
expectations for improved profitability at early entry markets,
continued momentum in subscriber growth, and expanding margins due
to scale benefits, we anticipate Netflix will have sufficient
financial flexibility to pursue additional international
expansions, while continuing to strengthen credit metrics," added
Begley.

Ratings Rationale

Netflix's Ba3 Corporate Family Rating reflects the company's
position as the largest content streaming subscription service in
the U.S., with a sizeable subscriber base and a market leading
streaming product offering. It reflects the company's strong
balance sheet, with very low pro forma gross domestic debt-to-
EBITDA leverage of around 1.7x (at 12/31/2013, incorporating
Moody's standard adjustments and pro forma for the additional $400
million of new bonds to be issued in Q1-2014) and a significant
cash and short term investments balance, which exceeds total
funded debt. The above credit strengths only partially mitigate
key business risks, however, including the company's relatively
young history, business concentration, and risks associated with
low barriers to entry and the potential for disintermediation from
competitors in the distribution of content. The company's past
predisposition for share repurchases (having repurchased almost $1
billion from 2007 to 2011), significant subscriber churn (in the
DVD business) and relatively low, albeit improving, EBITDA margins
compared to traditional media companies continue to weigh on its
credit profile.

Netflix has successfully developed a digital business model and
has quickly evolved into the dominant online content streaming
company in the US and some international territories from a pure
physical DVD rental subscription service, as evidenced by strong
double digit (y-o-y) growth in the domestic streaming business in
the last four quarters. However, Netflix's business continues to
be in transition with the next few years being crucial to its
developing a profitable streaming business that can fully offset
the rapidly declining profits from the high margin DVD business.
Its Ba3 CFR reflects the execution risk associated with this
transition, especially in the context of a broad range of emerging
disruptive competitors with low entry barriers, and the evolving
digital content distribution landscape that may hamper the
subscriber growth it needs in order to successfully build and
sustain a streaming business model, strong enough to withstand
competitive pressures, and balance investment demands and
profitability pressures at the company's other segments.

The rating reflects our expectation that the company will reinvest
a majority of its domestic profits into international expansion.
Since it may have otherwise used these profits to do share
repurchases that would not benefit its creditors, we do not view
these investments negatively, as long as they are executed within
the context of internally generated funds and the company remains
measured in its pace of international market launches. However,
these cash outlays combined with increasing investments in
original programming, may reduce the cushion that has existed to
support new and existing content contractual commitments in the
event of slower than expected subscriber growth or subscriber
losses. The company's Ba3 rating is limited by its ability to
demonstrate enough subscriber growth to cover (a) the content
commitments and expenditures to offer a streaming plan that would
enable it to maintain a significant lead ahead of competitors and
(b) its investments in international markets while maintaining
strong liquidity. We believe that it would be possible to do so if
the company grows to around 40 million streaming subscribers in
the US and is able to maintain at least break even cash flow in
international markets, with profitable launched markets funding
the launch of new markets.

The positive outlook reflects upward pressure on the ratings based
on our expectation that Netflix's credit profile will continue to
improve going forward and the expected increase in EBITDA and cash
flows will allow the company greater flexibility to invest in
premium content offerings and international expansions without
raising additional debt.

Ratings may be upgraded if the company can demonstrate a
successful transition to a profitable domestic streaming business,
with subscriber growth that allows it to reach and sustain above
40 million streaming subscribers, manage content spend such that
it increases and sustains domestic margins at above 16% as well as
maintains a significant lead on its content offering relative to
competitors, and if its profitable international markets can fund
new market launches such that gross consolidated leverage remains
below 2.0x.

The company's rating may face downward pressure if it experiences
domestic streaming subscriber growth of under 4 million per year
until it reaches above 40 million US subscribers, and is unable to
maintain domestic margins above 12% by growing streaming profits
to offset declining DVD profits. Ratings may also be downgraded if
its domestic leverage is sustained over 2.0x or consolidated
leverage is sustained over 4.0x as it continues to launch new
international markets, or its international investments materially
impact liquidity or require debt financing. We anticipate that
over time, with improved profit contributions from early entry
(international) markets, consolidated leverage will need to
gradually move closer to domestic debt-to-EBITDA, at which point,
Moody's will assess the company's financial risk profile on a
consolidated basis.

Netflix's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Netflix's core industry and
believes Netflix's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Netflix Inc. with its headquarters in Los Gatos, California, is
the world's leading subscription video on demand ("SVOD") internet
television network with three operating segments: Domestic
streaming, International streaming and Domestic DVD. Domestic and
International streaming segments derive revenues from monthly
subscription services consisting of streaming content over the
internet, and the Domestic DVD division derives revenues from
monthly subscription services consisting solely of DVD-by-mail.
Consolidated revenues for fiscal year 2013 were $4.4 billion.


NETFLIX INC: S&P Rates $400MM Sr. Unsecured Notes 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue level
rating and '3' recovery rating to Los Gatos, Calif.-based Netflix
Inc.'s proposed $400 million senior unsecured notes due 2024.  The
'3' recovery rating indicates S&P's expectation for meaningful
(50% to 70%) recovery for noteholders in the event of a payment
default.  In addition, S&P affirmed the 'BB-' corporate credit
rating on Netflix.  The rating outlook is stable.

"Netflix will use proceeds from the notes offering for general
corporate purposes.  Netflix had about $1.2 billion in cash and
short-term investments as of Dec. 31, 2013," said Standard &
Poor's credit analyst Andy Liu.

The rating on Netflix Inc. reflects S&P's assumption that
subscriber growth, fueled in part by international expansion, will
continued to support revenue and EBITDA growth in 2014.  The
company has exhibited rapid growth in programming commitments,
which are not included in its debt leverage as it expands into
international markets and invests in new technology and content to
grow market share.  Its sizable commitments, together with
anticipated discretionary cash flow deficits in 2014 and 2015, are
key elements of S&P's "significant" financial risk profile
assessment and "adequate" liquidity profile assessment.  S&P views
the company's business risk profile as "fair".  The rating outlook
is stable.  Good subscriber growth trends and the related boost to
revenue and profitability currently support S&P's view that
Netflix can continue its pace of original programming investments
and enter new markets without a material negative effect on credit
metrics.

While Netflix's original series have achieved some success, S&P
views original programming as more risky than licensed content.
S&P could lower the rating if Netflix experiences a precipitous
decline in subscriber growth such that programming investments
(original and licensed) significantly outpace subscriber growth.
Under such a scenario, the company will likely be incurring more
significant discretionary cash flow deficits and using up a
meaningful portion of its liquidity.  S&P could also lower the
rating if the company begins to report markedly increased losses
in key international startups.

It is unlikely that S&P will raise the rating over the
intermediate term.  S&P could consider an upgrade if the company
achieves robust subscriber growth, success in international
markets, some stabilization of competition (especially with regard
to content licensing and new entrants), a significant improvement
in profitability to greater than a 10% EBITDA margin, and a viable
path to positive discretionary cash flow.


NIRVANIX INC: Court OKs Creditors' Committee Deal with Lenders
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Nirvanix, Inc., sought and obtained approval
from the U.S. Bankruptcy Court for the District of Delaware of a
settlement with TriplePoint Capital LLC, Khosla Ventures IV, LP,
and Khosla Ventures IV (CF), LP.

The Committee and/or the Creditor Trustee on behalf of the General
Unsecured Creditor Trust is given standing to investigate, pursue,
litigate and settle the Chapter 5 causes of action and any claims
described in the settlement agreement.  All rights to proceeds
arising from the Chapter 5 causes of action will be transferred
pursuant to the terms of the settlement agreement.  The Creditor
Trustee on behalf of the General Unsecured Creditor Trust will
have standing to make claim objections as a party-in-interest in
the case.

The Committee withdrew its objection to the Lot 1 sale and
affirmatively supported entry of the Lot 1 sale order.  The
Lenders agree to carve out from first tranche of sale proceeds
$100,000 for the benefit of general unsecured creditors.  The
carve out funds will be transferred to a General Unsecured
Creditors Trust.

The Lenders agree to carve out from holdback/purchase price
adjustment $100,000 for the benefit of general unsecured
creditors, provided, however, that if there is a purchase price
adjustment, the Backend Carve Out will be reduced pro rata.  The
Backend Carve Out Funds will be transferred to a GUC Trust.

Khosla Ventures will agree to subordinate/turnover all of its
distributions from the GUC Trust on account of the Lenders'
deficiency claim to trade creditors.  TriplePoint Capital, LLC,
agreed to subordinate/turnover the distributions on account of its
deficiency claims under the (a) Growth Capital and A/R Loan
Agreement, (b) the Equipment Loan Agreement, and (c) any amounts
over $200,000 under the equipment lease agreement and equipment
lease facility.  The TPC Claim will be deemed allowed.

The settlement also provides that the Committee professional fees
from the estate are capped at $80,000.  To the extent any
Committee professional is retained by the trustee for the GUC
trust, any fees paid by the GUC trustee to any Committee
professional are specifically not included in the $80,000 cap.
The trustee of the GUC Trust, who will be selected by the
Committee, may incur fees and expenses payable from the assets of
that Trust.

The Court overruled the U.S. Trustee's objection, which asserted
that to the extent that the proposed settlement seeks authority to
make distributions to unsecured creditors outside of the plan
process, it should be rejected.  The U.S. Trustee argued that the
settlement turns the Bankruptcy Code's priority scheme on its head
by allowing general unsecured creditors to receive consideration
in exchange for the release of estate property while leaving
priority creditors to ponder the question of how their claims are
going to get paid in full.  The Committee, in response to the U.S.
Trustee's objection, maintained that the settlement is neither a
violation of the absolute priority rule nor is it a sub rosa
reorganization plan.  Rather, the Committee argued, the settlement
is merely a carve out by the Lenders of their ultimate
distribution proceeds where a portion of those proceeds will be
placed in a General Unsecured Creditor Trust by the Lenders.

Khosla Ventures is represented by Debra Grassgreen, Esq., at
Pachulski Stang Ziehl & Jones LLP.

TriplePoint is represented by Eric M. Sutty, Esq., at Elliott
Greenleaf; and Jeremy Johnson, Esq., at McDermott Will & Emery
LLP.

The Committee is represented by Scott J. Leonhardt, Esq., at The
Rosner Law Group LLC; and Daren Brinkman, Esq., at Brinkman
Portillo Ronk PC.

                       About Nirvanix, Inc.

Cloud storage company Nirvanix, Inc., based in San Diego,
California, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 13-12595) on Oct. 1, 2013.  The case
is assigned to Judge Brendan Linehan Shannon.

The Debtor is represented by Norman L. Pernick, Esq., Marion M.
Quirk, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, PA.  Cooley LLP serves as the Debtor's
special corporate counsel.  Arch & Beam Global LLC serves as the
Debtor's financial advisor.  Epiq Systems Inc. is the Debtor's
claims and noticing agent.

The Debtor disclosed estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million.

The petition was signed by Debra Chrapaty, CEO.


PACE UNIVERSITY: S&P Revises Rating on Revenue Bonds to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services has corrected by lowering its
rating on New York State Dormitory Authority's series 2013A tax-
exempt revenue bonds and 2013B taxable revenue bonds issued for
Pace University to 'BB+' from 'BBB-'.  The outlook is stable.


PANTRY INC: Activist Pushes Firm to Consider REIT Creation
----------------------------------------------------------
Lisa Allen, writing for The Deal, reported that the activist
investor group that is pushing for a turnaround at convenience
store operator Pantry Inc. said it believes all options should be
on the table, but one member is especially keen on exploring the
possibility of creating a REIT.

According to the report, that member of the group, Lone Star Value
Management LLC's founder and CEO Jeffrey Eberwein, expanded on a
Feb. 3 proxy statement filed by activist group Concerned Pantry
Shareholders, saying by phone, "We think there's a lot of real
estate value here."

Lone Star and JCP Investment Management LLC formed Concerned
Pantry Shareholders on Jan. 23 with the goal of electing new board
members who would be more proactive in improving what they believe
is the company's underperformance, the report related.  The group
wants to put forth three board nominees.

Eberwein cites Cary, N.C.-based Pantry's main competitors, Casey's
General Stores Inc. and Susser Holdings Corp., as examples of what
better-performing convenience store chains can achieve in the
southeastern U.S., the report further related.  "[Susser and
Casey's have] massively outperformed the Pantry, and they trade at
much higher multiples," he asserted. "It's dramatic."

Eberwein has several initiatives in mind that he believes Pantry
should pursue, but the company would need more financing
firepower, so he thinks it should explore a range of options to
improve its finances, the report said.


PROSPECT SQUARE: Section 341(a) Meeting Set on March 4
------------------------------------------------------
A meeting of creditors in the bankruptcy case of Prospect Square
07 A, LLC, will be held on March 4, 2014, at 1:00 p.m. at UST
Conference Room (New).

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.

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.  Lee M. Kutner, Esq., at Kutner Brinen
Garber, P.C., in Denver, serves as the Debtors' counsel.

The Debtors' Chapter 11 plan and disclosure statement are due
May 29, 2014.


PUCHI PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Puchi Properties Inc.
        PO Box 1468
        Nogales, AZ 85628-1468

Case No.: 14-01372

Chapter 11 Petition Date: February 4, 2014

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: Alan R. Solot, Esq.
                  ALAN R. SOLOT
                  2701 E. Speedway Ste 203
                  Tucson, AZ 85716
                  Tel: 520-299-1465
                  Fax: 520-299-1482
                  Email: arsolot@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alfredo Puchi, Jr., president.

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


PUERTO RICO: GO Bonds Inch Higher After S&P Downgrade
-----------------------------------------------------
Al Yoon and Mike Cherney, writing for The Wall Street Journal,
reported that Puerto Rico's bonds inched higher a day after
Standard & Poor's cut the island's credit rating to junk status,
as some buyers are relieved to have the event behind them,
according to traders and investors.

"The markets can now trade without the heavy weight of a downgrade
looming over its head," said Randy Jacobus, a portfolio manager
with Alternative Strategy Advisers LLC, the report cited.

Among large trades, $1 million Puerto Rico 5% general obligation
bonds maturing in 2041 traded at 67 cents on the dollar on the
morning of Feb. 5, up from 66.75 cents on a $3.1 million trade on
Feb. 4, according to the Municipal Securities Rulemaking Board's
website, the report related.

The $837 million Market Vectors High-Yield Municipal Index ETF,
which includes some Puerto Rico debt, rose almost 1% on Feb. 5,
the report said.  Share prices for the ETF fell more than 1.2% on
Feb. 4, with a clear drop about when S&P announced the downgrade.

"There hasn't been anything representing a wave of panic selling
or great volatility in any of the Puerto Rico credits in the
secondary market," said Jim Colby, senior municipal strategist and
portfolio manager at Van Eck Global, which manages the ETF, the
report cited.  "This is being reflected in the valuation of the
stock today."


PUERTO RICO: Investors Appears to Shrug Off Debt Downgrade
----------------------------------------------------------
Michael Corkery, writing for The New York Times' DealBook,
reported that investors' faith in Puerto Rico's debt appeared
undaunted on Feb. 5 after Standard & Poor's cut the island's
credit rating to junk a day earlier.

According to the report, analysts and traders said prices of some
Puerto Rico bonds traded lower on Feb. 4, but there was no mass
selling that might indicate a panic. The spread between Puerto
Rico's 30-year general obligation bonds and a benchmark of highly
rated municipal bonds was unchanged from Feb. 4, when S.&P. issued
its downgrade, according to Thomson Reuters Municipal Market Data.

Many investors shrugged off the downgrade, saying they had
anticipated it months ago, while others said the possibility of a
default remained remote, the report related.

"I think the market for Puerto Rico bonds has been oversold," said
James Colby, senior strategist for Van Eck's municipal exchange-
traded funds, which have exposure to Puerto Rico bonds, the report
cited.  "Is there a possibility for further downgrades? Yes. Does
it mean they are not going to pay? No."

Such confidence in the beleaguered island's ability to pay back
its debts is based on a longstanding bargain: Investors have been
willing to lend Puerto Rico billions of dollars to deal with its
grave economic problems, the report pointed out.  In exchange, its
bonds have historically generated some of the highest returns in
the municipal debt market.


RAVINDRA NAGENDRA: Shares at Doric Apartment to Be Sold Today
-------------------------------------------------------------
NCB, FSB will auction off today, Feb. 6, 2014 at 10:00 a.m. at the
offices of Frenkel, Lambert, Weiss, Weisman & Gordon, LLP, the 209
shares of capital stock of Doric Apartment Corporation 100
Manhattan Ave., Apt 1119 Union City, NJ 07087, held by Ravindra
Nagendra, as well as the proprietary lease appurtenant of the
apartment.

Ravindra Nagendra has been declared in default under a Note and
Security Agreement, each dated, and made by the Debtor in favor of
the Secured Party.

Ten percent of the purchase price of the Stock and the Proprietary
Lease will be required to be paid by certified or bank check to
Frenkel Lambert, which represents the Secured Party.

The balance of the purchase price must be paid, to the Secured
Party, on or before March 7, 2014.

The apartment is sold "AS IS".  Absolutely no representations or
warranties are made as to the legal or physical status of the
Collateral, the proprietary lease, the apartment, the Cooperative
Corporation, the status or legality of the cooperative offering
plan, or any claims which may exist or may have been by or against
the borrower or the Cooperative Corporation.

The successful bidder will pay to Frenkel Lambert reasonable
attorneys' fees of $750 for the preparation of closing documents
and attendance at closing. If the closing is held at a location
other than Frenkel Lambert's office in Orange, New Jersey, travel
fee will be added.

NCB, FSB's attorney may be reached at:

     FRENKEL, LAMBERT, WEISS, WEISMAN & GORDON, LLP
     80 Main Street, Suite 460
     West Orange, NJ 07052
     Tel: 973-325-8800


REAL ESTATE ASSOCIATES: Case Summary & 6 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Real Estate Associates, LLC
        PO Box 932
        Skelton, WV 25919

Case No.: 14-50024

Chapter 11 Petition Date: February 4, 2014

Court: United States Bankruptcy Court
       Southern District of West Virginia (Beckley)

Judge: Hon. Ronald G. Pearson

Debtor's Counsel: Vincent J. Smith, Esq.
                  PEPPER AND NASON
                  8 Hale St
                  Charleston, WV 25301
                  Tel: 304-346-0361
                  Fax: 304-346-1054
                  Email: vj.smith@peppernason.com

Total Assets: $1.96 million

Total Liabilities: $1.62 million

The petition was signed by Stanley P. Norman, manager.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/wvsb14-50024.pdf


REGENCY ENERGY: Fitch Rates $600MM Sr. Unsecured Notes 'BB'
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Regency Energy
Partners L.P.'s (RGP) proposed $600 million senior unsecured notes
offering due 2022.  Proceeds from the notes will be used to repay
borrowings outstanding under RGP's revolving credit facility and
for general partnership purposes.  The Rating Outlook is Stable.

RGP is currently in the process of acquiring PVR Partners, LP
(PVR) in a unit-for-unit transaction valued at $5.6 billion
(including the assumption of $1.8 billion in PVR debt).  On
Dec. 23, 2013 RGP announced two more acquisitions for
approximately $1.6 billion ($1.3 billion for Eagle Rock Midstream
(EROC) assets; $290 million for Hoover Energy Partners, LP
(Hoover)).  RGP will be acquiring EROC's midstream business
(primarily gathering systems and acreage dedications) in eastern
Texas and the Texas panhandle.

Fitch expects RGP's leverage to be high for 2014 (above 5.0x) as
it completes these mergers, but improve back to between 4.5x to
5.0x in 2015, further improving as earnings and cash flow from
acquisitions and growth projects start to be fully realized on an
annual basis.  Offsetting increased leverage is Fitch's belief
that the acquisitions will not negatively impact credit quality or
RGP's business risk.  Fitch notes that the mergers will provide
significant strategic benefits for RGP, including increased size,
scale and business line diversity, favorable growth opportunities,
and entry into the prolific Marcellus/Utica shales.  The assets
being acquired are complementary to RGP's existing businesses from
a geographic perspective and should provide significant organic
growth opportunities and easily achievable cost saving synergies

KEY RATINGS DRIVERS

Increased Size/Scale: The transactions significantly increase
RGP's size and scale (a key factor for master limited
partnerships), help diversify its cash flows and improve its
capital markets access, and offer competitive advantages in the
form of operational and cost synergies.  Additionally, the
transactions provide a significant foothold in the growing
Marcellus region, as well as complementary Midcontinent, East
Texas, and Permian Basin operations.

Significant Gross Margin Stability: Pro forma for the
acquisitions, RGP will have over 72% of its gross margin supported
by fee-based contracts which are insulated from changes in
commodity prices.  PVR and Hoover are largely fee-based and while
EROC's gross margin is only roughly 40% fixed fee, RGP is
committed to maintaining its current hedging practices.  Roughly
28% of RGP's gross margin is exposed to commodity price changes,
particularly changes in natural gas and natural gas liquids prices
(NGLs). RGP hedges the majority of its current-year open exposure,
but is expected to have roughly 10% of gross margin fully exposed
to commodity sensitivity.  Should current hedging practices change
materially to increase exposed gross margin, Fitch would likely
take negative ratings action.

Increased Leverage: Based on Fitch calculations, RGP's
Debt/Adjusted EBITDA is expected to be above 5.0x for 2014, but
return to the 4.5x-5.0x range in 2015 and fall below 4.5x for 2016
and beyond.  Acquisitions are being done with a significant equity
component, but the PVR transaction in particular is slightly
leveraging due to high leverage at PVR.  Fitch expects
distribution coverage between 1.0x to 1.25x in 2014 and 2015.
Fitch prefers to see distribution coverage in excess of 1.0x, as
the cash retention can provide a financial cushion in a downturn,
and help fund growth spending and or debt reduction.  Fitch
typically adjusts EBITDA to exclude nonrecurring extraordinary
items, and noncash mark-to-market earnings.  Adjusted EBITDA
excludes equity in earnings and includes dividends from
unconsolidated affiliates.  Fitch does not adjust EBITDA for
material projects currently under construction.

General Partner Relationship: While Fitch's ratings largely
reflect RGP's credit profile on a stand-alone basis, they also
consider the company's relationship with Energy Transfer Equity,
L.P. (ETE; IDR 'BB'), the owner of its general partner interest.
ETE's general partner interest gives it significant control over
the MLP's operations, including most major strategic decisions
such as investment plans.  The relationship has also provided
investment opportunities that might otherwise be unavailable to
RGP. ETE will purchase roughly $400 million in equity from RGP in
support of the EROC transaction.

JV/Structural Subordination: RGP is the owner of several joint
venture (JV) interests; some of which have external debt.  RGP is
structurally subordinate to the cash operating and debt service
needs of these JVs and reliant on JV distributions to fund its
capital spending and its own distributions.

Adequate Liquidity: RGP currently has roughly $1 billion in
availability under its $1.2 billion revolving credit facility
(RCF).  The RCF contains financial covenants requiring RGP and its
subsidiaries to maintain a debt-to-consolidated EBITDA ratio (as
defined in the credit agreement - including JV and material
projects pro forma EBITDA) of less than 5.5x, consolidated EBITDA-
to-consolidated interest expense ratio greater than 2.50x, and a
secured debt-to-consolidated EBITDA ratio less than 3.25x. As of
Sept. 30, 2013 RGP was in compliance with all of its covenants,
debt-to-EBITDA was 4.13x, interest coverage was 4.90x, and senior
secured leverage was 0.24x.  Fitch expects RGP to be in compliance
with its covenants pro forma for the announced acquisitions.

RATING SENSITIVITIES

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

   -- Continued large-scale acquisitions, or capital expenditures
      funded by higher than expected debt borrowings;

   -- A failure to significantly hedge open commodity price
      exposure;

   -- Significant and prolonged decline in demand/prices for NGLs,
      crude and natural gas;

   -- Debt/Adjusted EBITDA above the 4.5x to 5.0x range and
      distribution coverage below 1.0x on a sustained basis would
      likely lead to a one-notch downgrade.

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

   -- Reduced business risk resulting from a higher percentage of
      fixed-fee operations;

   -- Material improvement in credit metrics with sustained
      leverage at 4.0x or below.

Fitch currently rates Regency as follows:

   -- Long-term Issuer Default Rating at 'BB';
   -- Senior secured revolver at 'BB+';
   -- Senior unsecured notes at 'BB';
   -- Series A preferred units at 'B+'.


REGENCY ENERGY: S&P Assigns 'BB' Rating to $600MM Sr. Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '4' recovery rating to Regency Energy Partners L.P. and
Regency Energy Finance Corp.'s issuance of up to $600 million of
senior unsecured notes.  The partnership intends to use note
proceeds to repay borrowings outstanding under its revolving
credit facility and for general partnership purposes, including
the cash consideration for the PVR Partners L.P. merger, the Eagle
Rock Energy Partners L.P. midstream acquisition, and the Hoover
Energy Partners L.P. acquisition.  As of Sept. 30, 2013, Regency
had about $3 billion of reported debt. Dallas-based Regency is a
midsize master limited partnership in the U.S. midstream sector.

RATINGS LIST

Regency Energy Partners L.P.
Corporate Credit Rating                      BB/Stable/-

New Rating

Regency Energy Partners L.P.
Regency Energy Finance Corp.
$600 mil sr unsecd notes                     BB
  Recovery Rating                            4


REGIONAL CARE SERVICES: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 cases:

     Debtor                                     Case No.
     ------                                     --------
     Regional Care Services Corp.               14-01383
     1800 E. Florence Blvd
     Casa Grande, AZ 85122

     Casa Grande Community Hospital             14-01384
        d/b/a Casa Grande Regional
        Medical Center

     Regional Care Physician's Group, Inc.      14-01385
     1800 E. Florence Blvd
     Casa Grande, AZ 85122

     Casa Grande Regional Retirement Community  14-01386

Type of Business: Health Care

Chapter 11 Petition Date: February 4, 2014

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Hon. Eileen W. Hollowell has been assigned to
          Case Nos. 14-01383, 14-01385
       Hon. Moody Whinery has been assigned to Case No. 14-01384

Debtors' Counsel: Michael W. McGrath, Esq.
                  MESCH CLARK & ROTHSCHILD, P.C.
                  259 North Meyer Avenue
                  Tucson, AZ 85701-1090
                  Tel: 520-624-8886
                  Fax: 520-798-1037
                  Email: mmcgrath@mcrazlaw.com

                       - and -

                  Kasey C. Nye, Esq.
                  MESCH, CLARK & ROTHSCHILD
                  259 N. Meyer Ave.
                  Tucson, AZ 85701
                  Tel: 520-624-8886
                  Fax: 520-798-1037
                  Email: knye@mcrazlaw.com

Debtors'          Michael J. Pankow, Esq.
Co-Counsel:       BROWNSTEIN HYATT FARBER SCHRECK, LLP
                  410 Seventeenth Street, Suite 2200
                  Denver, CO 80202-4432
                  Tel: (303)223-1100
                  Fax: (303)223-1111
                  Email: mpankow@bhfs.com

                       - and -

                  Joshua M. Hantman, Esq.
                  BROWNSTEIN HYATT FARBER SCHRECK, LLP
                  410 Seventeenth Street, Suite 2200
                  Denver, CO 80202-4432
                  Tel: (303)223-1100
                  Fax: (303)223-1111
                  Email: jhantman@bhfs.com

                                   Estimated       Estimated
                                     Assets           Debts
                                   ---------       ---------
Regional Care Services Corp        $1MM-$10MM      $1MM-$10MM
Casa Grande Community Hospital     $50MM-$100MM    $50MM-$100MM
Regional Care Physicians Group     $100K-$500K     $1MM-$10MM

The petitions were signed by Rona Curphy, president.

A. List of Casa Grande Community Hospital's 20 Largest Unsecured
Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Cerner Corporation                  Trade Vendor      $3,028,572
2800 Rockcreek Pkwy
North Kansas City, MO 64117
Fax: 816-571-3808
Accountsreceivablesupport@cerner.com

Cardinal Health Pharm Distribution  Trade Vendor        $871,033
7000 Cardinal Place
Dublin, OH 43017
Fax: 614-652-8001
Amycorrothers@cardinalhealth.com

Cardinal Health/Allegiance          Trade Vendor        $779,940
7000 Cardinal Place
Dublin, OH 43017
Fax: 614-553-9412
shariese.horton@cardinalhealth.com

Stryker/HowMedica                   Trade Vendor        $559,944
325 Corporate Drive
Mahwah, NJ 07430
Fax: 201-831-6567
Cheryl.delougher@stryker.com

Arizona Health Care Containment     Trade Vendor        $187,423
System

United Blood Services of AZ         Trade Vendor        $147,663

Alliance Healthcare Services        Trade Vendor        $129,935

Sysco Food Services of AZ           Trade Vendor        $129,341

O'Grady-Peyton International        Trade Vendor        $128,411

Executive Health Resources Inc.     Trade Vendor        $120,850

Noridian Admin Services LLC         Trade Vendor         $90,000

Boston Scientific Corp              Trade Vendor         $78,163

Three 3M Health Info Systems        Trade Vendor         $69,978

Sonora Surgical Services, LLC       Trade Vendor         $66,567

Ev3 Inc/Microvena                   Trade Vendor         $59,515

Pinal County Treasurer              Trade Vendor         $52,311

Siemens Medical Solutions USA       Trade Vendor         $52,002

Lifecell Corporation                Trade Vendor         $51,892

U.S. Foodservice, Inc.              Trade Vendor         $50,783

Synthes USA                         Trade Vendor         $48,850

B. List of Regional Care Physicians Group's four Largest Unsecured
Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Cerner Corporation                   Trade Vendor       $5,032

Cardinal Health/Allegiance           Trade Vendor         $408

Sanford Health Plan                  Trade Vendor         $364

Sourcemark, LLC                      Trade Vendor         $186


REGENCY ENERGY: Moody's Rates Sr. Unsecured Notes Due 2022 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Regency Energy
Partners LP (RGP) and co-issuer Regency Energy Finance Corp.'s
senior unsecured notes due 2022. Note proceeds will be used to
repay borrowings outstanding under RGP's revolving credit facility
as well as for the cash portions of the consideration for certain
acquisitions which the company is in the process of closing. The
outlook is positive.

Ratings assigned:

Senior unsecured notes rating, assigned B1, LGD4 (60%)

Ratings Rationale

"The notes offering will provide liquidity for the funding of the
cash portion of several pending acquisitions as well as additional
funding for RGP's growth projects in largely fee-based midstream
energy infrastructure," commented Andrew Brooks, Moody's Vice
President. "While the company's debt leverage remains elevated,
Moody's expect incremental EBITDA accruing from acquisitions and
recent growth projects will stabilize leverage in 2014, followed
by reductions in 2015."

RGP's B1 senior unsecured note rating reflects its overall
probability of default, to which Moody's assigns a PDR of Ba3-PD,
and a loss given default of LGD4 (60%). The size of the $1.2
billion secured revolving credit results in a single notching of
the senior unsecured notes below the Ba3 CFR under Moody's Loss
Given Default Methodology.

RGP is a publicly traded master limited partnership (MLP) whose
midstream operations consist of natural gas gathering and
processing (G&P), gas pipeline transmission and natural gas
liquids (NGLs) transportation, processing and fractionation. RGP's
general partner is Energy Transfer Equity, L.P. (ETE, Ba2 stable),
which also owns 11.1% of its limited partnership units, pro forma
for pending acquisitions. The company announced on December 23
that it had agreed to acquire Eagle Rock Energy Partners, L.P.'s
(EROC, B1 RUR downgrade) midstream business for approximately $1.3
billion. On February 3, RGP also closed on the acquisition of the
midstream assets of privately held Hoover Energy Partners LP for
$290 million. While Moody's appreciate the extent to which these
acquisitions are complementary to RGP's existing midstream
footprint, and add further momentum to the positive outlook, the
rapid pace of recent acquisitions - including the October 10
announcement of its $5.6 billion units-for-units acquisition of
PVR Partners, L.P. (PVR, Ba3 positive), expected to close in March
- introduces an element of execution risk into the credit
equation.

RGP's Ba3 Corporate Family Rating (CFR) reflects its large size
and scale, notwithstanding the financial constraints associated
with its MLP organizational structure, its business and geographic
diversification and high level of fee-based income derived from
recent expansions and acquisitions. Its rating also recognizes
RGP's rapid growth and evolving business mix profile, the
execution risks associated with its growth projects, increased
structural complexity and its elevated leverage. The rating is
further supported by RGP's track record of issuing equity and its
commitment to the balanced funding of growth capital spending. RGP
posted elevated debt leverage as of September 30, exceeding 6x
(including Moody's standard adjustments), reflecting its heavy
investment in growth capital spending. Debt leverage pro forma for
the acquisitions will remain relatively unchanged, exceeding 5x,
and while continuing growth capital spending and 2014's
acquisitions will cause leverage to remain elevated, Moody's
expect debt to EBITDA to stabilize in 2014 as a result of
anticipated EBITDA growth and moderating capital spending before
declining in 2015. Moody's rating also takes into account ETE's
control of RGP through its GP interest, recognizing that ETE also
looks to RGP to help fund its own distributions and debt service
obligations.

RGP should have adequate liquidity through 2014, which is captured
in its SGL-3 Speculative Grade Liquidity (SGL) rating. As of
February 4, RGP reported $780 million of borrowings outstanding
under its $1.2 billion secured revolving credit facility. The
revolver is scheduled to expire in May 2018. RGP should have
sufficient cushion under its three financial covenants. Its
leverage ratio (debt/EBITDA) is limited to 5.50x through March
2015 (5.25x thereafter), with secured debt/EBITDA limited to
3.25x. Covenant language is such that it permits RGP to employ an
adjusted EBITDA for projects in construction to account for the
lag in EBITDA attributable to growth capital spending. The minimum
interest coverage ratio is set at 2.50x EBITDA. Its $1.2 billion
revolving credit facility is secured by all assets, although RGP
has an asset base significantly in excess of this amount,
affording it the ability to raise additional liquidity through
asset sales, if so required.

RGP's positive outlook reflects its large size and scale,
notwithstanding the financial constraints associated with its MLP
structure, and the increased geographic diversification and high
level of fee-based cash flow derived from recent expansions and
acquisitions. At the same time Moody's would expect RGP to restore
debt to EBITDA to below 5x while maintaining operating margins
from fee-based sources in the 70% range. Presuming RGP also
successfully integrates the PVR, EROC midstream and Hoover
acquisitions into its existing asset base, Moody's see a strong
likelihood of RGP's CFR moving to Ba2. Ratings could be downgraded
should peak leverage not begin to trend down. Additionally, should
the credit of ETE or ETP materially weaken, or should ETE or ETP
aggressively pressure RGP for higher distribution payouts, a
negative rating action could be considered.

The principal methodology used in this rating was the Global
Midstream Energy published in December 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Regency Energy Partners LP is a midstream energy MLP headquartered
in Dallas, Texas.

ETE, also a publicly traded MLP, controls Regency through its 0.7%
GP interest, and owns 42.8 million of Regency's common units (pro
forma for EROC) and 100% of its incentive distribution rights. ETE
is headquartered in Dallas, Texas.


RENT-A-CENTER INC: Moody's Cuts CFR to Ba3, Puts Ratings on Review
------------------------------------------------------------------
Moody's Investors Service downgraded Rent-A-Center, Inc.'s debt
ratings, including its Corporate Family Rating to Ba3 from Ba2 and
Probability of Default rating to Ba3-PD from Ba2-PD. The ratings
were placed on review for further downgrade. Moody's also assigned
a SGL-4 Speculative Grade Liquidity Rating reflecting weak
liquidity, which stems from Moody's expectation for negative free
cash flow over the next twelve months and tenuous covenant
cushion.

Ratings downgraded, on review for further downgrade:

- Corporate family rating downgraded to Ba3 from Ba2;

- Probability of default rating downgraded to Ba3-PD from Ba2-PD;

- $250 million guaranteed senior unsecured notes due 2021 to B1
   (LGD 5, 75%) from Ba3 (LGD 5, 74%);

- $300 million guaranteed senior unsecured notes due 2020 to B1
   (LGD 5, 75%) from Ba3 (LGD 5, 74%)

Rating assigned:

- Speculative Grade Liquidity Rating of SGL-4

Ratings Rationale

The ratings downgrade reflects Rent-A-Center's weaker than
expected operating performance in its core rent-to-own business
which drove a significant deterioration in key credit metrics and
liquidity, more than offsetting growth in Acceptance Now and its
international operations. Challenging economic conditions continue
to pressure the company's core customer, which consist of
individuals that are cash and credit constrained. High promotional
activity drove lower revenue per agreement that when combined with
certain unexpected expenses, caused EBITDA margin to fall 470
basis points to 8.2% in the fourth quarter. Including the
incremental $250 million of debt added in 2013 to fund accelerated
share repurchases, lease adjusted debt/EBITDA is estimated to have
increased to 4.9 times from 4.1 times at the end of 2012. Metric
improvement will likely be challenged over the near-to-
intermediate term due to continued pressures on Rent-A-Center's
core consumer coupled with continued spending on growth, albeit at
a slower pace, and efficiency initiatives.

Rent-A-Center's liquidity is weak, as reflected in the assignment
of the SGL-4 Speculative Grade Liquidity Rating. Free cash flow
(defined by the company as cash flow from operations less capital
spending) is expected to be negative in 2014. While working
capital and capex could be reduced, these investments remain
sizeable. When coupled with required term loan amortization and
increased cash tax payments, Rent-A-Center's cash outflow could
approach $100 million in 2014. With year ended cash at a modest
$42 million, the company will likely heavily rely on its $500
million revolver to fund cash shortfalls. The company reportedly
had $235 million available to draw under its revolver at the end
of December 2013. Further, cushion under the company's financial
covenants deteriorated significantly in the fourth quarter of
2013, particularly under the fixed charge coverage test. Unless
addressed, compliance with this covenant will likely be tenuous,
at best, over the near term due to the expectation for increased
borrowing and ongoing pressures in the company's core rent-to-own
business. Near term debt maturities are not a concern, as its
nearest sizeable maturity occurs in July 2016 when the revolver
and term loan expire.

The review for downgrade will focus on Rent-A-Center's 1) ability
to maintain adequate liquidity through improving covenant headroom
and projected excess revolver availability, as well as generate
positive free cash flow on a sustained basis; 2) future financial
policies with regards to dividends and share repurchases, which
are currently restricted due to non-compliance with incurrence
covenants, as well as debt reduction and credit metric
improvement; and 3) ability to stabilize its core rent-to-own
business while maintaining profitable growth in the Acceptance Now
and international businesses.

Rent-A-Center, Inc, with headquarters in Plano, Texas operates the
largest chain of consumer rent-to-own stores in the U.S. with
approximately 4,530 company operated stores and kiosks located in
the U.S., Canada, Mexico and Puerto Rico. Rent-A-Center also
franchises approximately 180 rent-to-own stores that operate under
the "ColorTyme" and "Rent-A-Center" banners. Annual revenue
exceeded $3.1 billion.

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.


RESIDENTIAL CAPITAL: Justifies $2.0-Mil. Success Fee for CRO
------------------------------------------------------------
Residential Capital, LLC, et al., justify that the $2.0 million
success fee they propose to pay their Chief Restructuring Officer
Lewis Kruger, is reasonable, appropriate, and within market range
given Mr. Kruger's significant accomplishments during the period
from his appointment as CRO through the effective date of the
plan.

The U.S. Trustee objected to the proposed success fee, arguing
that the success fee is not reasonable under Section 330 of the
Bankruptcy Code because when combined with the CRO's monthly
compensation, the blended hourly rate is unreasonable.  ResCap
argued that the U.S. Trustee's objection is misguided.

                    About Residential Capital

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

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

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

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

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

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

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

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


REVSTONE INDUSTRIES: Sues Former Owner to Recover $12.95-Mil.
-------------------------------------------------------------
Revstone Industries, LLC, et al., sued George S. Hofmeister, its
former chairman, and several other entities, to recover transfers
totaling more than $12.95 million the former manager made for his
personal purposes or for the benefit of entities owned ultimately
by trusts established by the former manager's children. Revstone
alleges that the transfers were made at the time when it was
insolvent, as such those transfers should be avoided.

                 About Revstone Industries et al.

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

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

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

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

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

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

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


RIH ACQUISITIONS: Can Make Donations Instead of Tax Payments
------------------------------------------------------------
Judge Gloria M. Burns of the U.S. Bankruptcy Court for the
District of New Jersey authorized RIH Acquisitions NJ, LLC, et
al., to donate investment alternative tax payments to the Casino
Reinvestment Development Authority in exchange for a cash credit,
subject to the prior consent and approval of the CRDA, in its sole
discretion.

Judge Burns clarified that nothing in her order modifies or in any
way affects the CRDA's rights and interests under N.J.S.A. 5:12-
177, N.J.A.C. 19:65-2.9, the Donation Credit Policy or any other
CRDA Resolution or applicable non-bankruptcy law including,
without limitation, the CRDA's right to approve or deny the
Debtors' request to donate Investment Alternative Tax ("IAT")
obligations, and the terms of any agreement to donate IAT
Obligations, in the CRDA's sole discretion, all those rights and
interests being expressly reserved by the CRDA.

Before the approval of the request, the CRDA filed a limited
objection to the motion, in an abundance of caution, to the extent
that the motion seeks the "approval" of any specific "plan" to
donate IAT payments to the CRDA in exchange for a cash credit, as
opposed to the permission to negotiate and enter into an agreement
with the CRDA to make a donation of IAT obligations to a CRDA
approved project or fund, subject to the prior approval of the
CRDA in its sole discretion.

CRDA is represented by Stephen V. Falanga, Esq. --
sfalanga@connellfoley.com -- and Christopher M. Hemrick, Esq. --
chemrick@connellfoley.com -- at CONNELL FOLEY LLP, in Roseland,
New Jersey.

                       About RIH Acquisitions

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

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

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

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

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

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

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

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


SARKIS INVESTMENTS: Taps GA Keen as Real Estate Broker
------------------------------------------------------
Sarkis Investments Company, LLC asks for permission from the Hon.
Robert N. Kwan of the U.S. Bankruptcy Court for the Central
District of California to employ GA Keen Realty Advisors, LLC as
real estate broker, effective Jan. 22, 2014.

GA Keen will have the exclusive right to offer the Property,
specifically, 3550 Porsche Way, 3640 Porsche Way, 3660 Porsche
Way, 3700 Inland Empire Boulevard, and 3760 Inland Empire
Boulevard, Ontario CA 91764, for sale for a term of six months,
from Jan. 22, 2014 to July 22, 2014.

In the course of its employment, GA Keen shall render the
following services to the Estate, among others:

   (a) evaluating the value and marketability of the Property;

   (b) listing the Property for sale;

   (c) marketing and otherwise advertising the Property for sale;

   (d) communicating with parties interested in viewing and
       offering to purchase the Property;

   (e) showing or otherwise marketing the Property to potential
       buyers;

   (f) negotiating the terms of any agreement or other
       documentation pertaining to the acquisition of the Property
       in concert with the Debtor's counsel;

   (g) cooperating with the Debtor in seeking Court approval of
       any proposed sale of the Property; and

   (h) providing any other services reasonably requested by the
       Debtor necessary to effectively market and consummate the
       sale of the Property.

The Debtor will provide a $27,000 advance to GA Keen for marketing
expenses associated with the listings and advertising of the
Property.

GA Keen will receive a full and complete compensation for its
services to the Estate an amount equal to 1.25% of the total gross
consideration paid for the Property.  GA Keen's compensation is
contingent on the sale of the Property and Court approval vis-a-
vis any seeking approval to sell the Property pursuant to 11
U.S.C. Section 363 and other applicable law.  If the Debtor deems
in its solely discretion that reorganization serves the best
interests of the Estate and its creditors, as opposed to
liquidating the Property, GA Keen shall not receive any
compensation; however, in such case, GA Keen will not be required
to reimburse the Estate for or return the Marketing Advance unless
otherwise ordered by the Court.

Mark P. Naughton, senior vice president and general counsel of
Great American Group, the parent company of GA Keen, 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.

GA Keen can be reached at:

       Harold Bordwin
       GA KEEN REALTY ADVISORS, LLC
       Graybar Building
       420 Lexington Avenue, Suite 3001
       New York, NY 10170
       Tel: (646) 381-9201
       E-mail: hbordwin@greatamerican.com

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Pamela
Muir signed the petition as manager.  The Debtor estimated assets
and debts of at least $10 million.  Ashley M. McDow, Esq., at
Baker & Hostetler, LLP, serves as the Debtor's counsel.


SCRUB ISLAND: Seeks to Compel Data From FirstBank Puerto Rico
-------------------------------------------------------------
Scrub Island Development Group Limited and Scrub Island
Construction Limited ask the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division, to compel FirstBank Puerto
Rico to respond to discovery requests in connection with the
hearing on the bank's request for relief from the automatic stay.

In the stay relief motion, among other grounds, FirstBank asserts
that cause exists for relief from the automatic stay because the
Debtors will not be able to confirm a plan over the bank's
objection, based on either its alleged unsecured deficiency claim
or election rights pursuant to Section 1111(b) of the Bankruptcy
Code.  The Debtors assert that they can confirm a plan, in part
because sufficient grounds exist for equitable subordination,
disallowance, or other set off or defenses against FirstBank's
claims based on its prepetition acts.

Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, said FirstBank, owed about $120
million, wants relief from the stay to move forward with the
receivership, which was put on hold for the bankruptcy, and reap
the proceeds from the disposition of the assets.  Mr. Bathon also
related that the bank earlier unsuccessfully sought dismissal of
the bankruptcy, claiming it didn't belong in the U.S. because the
resort's operation and incorporation where in the British Virgin
Islands.

The Debtors are represented by Harley E. Riedel, Esq., and Daniel
R. Fogarty, Esq., at Stichter, Riedel, Blain & Prosser, P.A., in
Tampa, Florida.

                         About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender.  The bankruptcy case is assigned to Judge Michael G.
Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.


STEAKHOUSE PARTNERS: SEC Revokes Registration of Securities
-----------------------------------------------------------
The U.S. Securities and Exchange Commission on Jan. 21, 2014,
upheld an initial decision that, pursuant to Section 12(j) of the
Securities Exchange Act of 1934, the registration of each class of
registered securities of Steakhouse Partners, Inc., as well as
other unrelated companies, is revoked.  The initial decision is
final.

According to the SEC Notice, the time for filing a petition for
review of the initial decision, issued on Nov. 14, 2013, has
expired.  No such petition has been filed by Exmocare, Inc. (n/k/a
Second Solar, Inc.), First Transaction Management, Inc., jetPADS,
Inc., PepperBall Technologies, Inc., Pure Play Music, Ltd., Rim
Semiconductor Co., Small Business Co., Inc., StarVox
Communications, Inc., Steakhouse Partners, Inc., and Sutura, Inc.,
and the Commission has not chosen to review the decision on its
own initiative.

The Securities and Exchange Commission issued an Order Instituting
Administrative Proceedings (OIP) on Sept. 10, 2013, alleging that
the companies have securities registered with the Commission
pursuant to Section 12(g) of the Securities Exchange Act of 1934
(Exchange Act), and have not filed reports required by Exchange
Act Section 13(a) and Exchange Act Rules 13a-1 and/or 13a-13. All
Respondents were served with the OIP by Sept. 13, 2013.

Chief Administrative Law Judge Brenda P. Murray then held that the
companies were in default because they did not file an Answer to
the OIP, did not participate in a prehearing conference on Oct. 8,
2013, and did not otherwise defend the proceeding.

According to the Initial Decision, Steakhouse Partners, Inc., CIK
No. 1017156, is a void Delaware corporation located in San Diego,
California, with a class of securities registered with the
Commission pursuant to Exchange Act Section 12(g).  Steakhouse is
delinquent in its periodic filings with the Commission, having not
filed any periodic reports since it filed a Form 10-K for the
period ended Dec. 31, 2007, which reported a net loss of over
$13.6 million for the prior 12 months.  On May 15, 2008,
Steakhouse filed a Chapter 11 petition in the U.S. Bankruptcy
Court for the Southern District of California, which was converted
to Chapter 7 and was still pending as of May 17, 2013.  As of
September 5, 2013, Steakhouse's stock, symbol STKPQ, was quoted on
OTC Link, had seven market makers, and was eligible for the
"piggyback" exception of Exchange Act Rule 15c2-11(f)(3).

Based in San Diego, California, Steakhouse Partners Inc. and its
affiliates -- http://www.paragonsteak.com/-- owned and operated
steakhouse restaurants in the U.S.  Their restaurants specialized
in complete steak and prime rib meals and also offered fresh fish
and other lunch and dinner dishes.  They operateed under the brand
names of Hungry Hunter's, Hunter Steakhouse, Mountain Jack's and
Carvers.  Their menu included fresh fish, seafood, pasta, chicken,
prime rib, steaks, appetizers and desserts.

At Dec. 31, 2006, they operated 25 full-service steakhouse
restaurants located in eight states.  They operated solely in the
domestic market.

The company and its affiliates filed for Chapter 11 protection on
May 15, 2008 (Bankr. S.D. Calif. Lead Case No. 08-04147).  Enid M.
Colson, Esq., and Julia W. Brand, Esq., at Liner Yankelevitz
Sunshine & Regenstreif LLP, represented the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed consolidated assets of $16,395,000
and consolidated debts of $26,010,000.


SUNTECH POWER: Appoints Michael Pearson as New Board Member
-----------------------------------------------------------
Suntech Power Holdings Co., Ltd. on Feb. 5 disclosed that it has
added a fifth member to its Board of Directors, Mr. Michael
Pearson.  Mr. Pearson will join Messrs. Michael Nacson, Kurt
Metzger, Dr. Zhengrong Shi and Deyong He on Suntech's Board.

Mr. Pearson is the co-founder of Fund Fiduciary Partners Limited,
a Cayman Islands based company, specializing in providing
independent governance to a limited number of select investment
vehicles.  From 2008 to 2012 Mr. Pearson was a Director at a Big
Four accounting firm in the Cayman Islands where he led the
investment fund restructuring practice and personally ran a large
number of funds experiencing difficulties towards the end of their
lives.  He is a member of the Institute of Chartered Accountants
in England & Wales and has been qualified to act as an insolvency
practitioner since 2005.  He also acts as a Cayman Court appointed
liquidator and as a restructuring advisor to a number of high
profile offshore and onshore investment funds and SPVs.  He is a
member of INSOL International and the American Bankruptcy
Institute, and is the founding chairman of the 200 member, INSOL
affiliated, Cayman Islands based Restructuring and Insolvency
Specialists Association.  Mr. Pearson holds a bachelor's of
science degree in business administration from the University of
Bath.

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are represented
by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in White
Plains, New York.

Suntech Power on Jan. 31, 2014, disclosed that it has
signed a Restructuring Support Agreement relating to the petition
for involuntary bankruptcy filed against it under chapter 7 of the
U.S. Bankruptcy Code.  Under the RSA, the parties agreed that
chapter 7 proceedings will be dismissed following recognition of
the provisional liquidation proceeding previously filed by the
Company in the Cayman Islands under chapter 15 of the U.S.
Bankruptcy Code.


SUSANNA ANKRAH ESTATES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Susanna Ankrah Estates, LLC
        6 Brainerd Road
        Summit, NJ 07901

Case No.: 14-11954

Chapter 11 Petition Date: February 4, 2014

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

Judge: Hon. Donald H. Steckroth

Debtor's Counsel: Bruce W. Radowitz, Esq.
                  BRUCE W. RADOWITZ, ESQ. PA
                  636 Chestnut Street
                  Union, NJ 07083
                  Tel: (908) 687-2333
                  Fax: 908-687-6330
                  Email: bradowitz@comcast.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Susanna Ankrah, managing member.

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


T & M SALVAGE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: T & M Salvage Inc.
        P.O. Box 100
        Mulberry, FL 33860

Case No.: 14-01264

Chapter 11 Petition Date: February 4, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Joseph VanBlarcom, Esq.
                  THE KOHL LAW FIRM
                  Post Office Box 432
                  Lake Wales, FL 33859
                  Tel: (863) 676-6800
                  Email: joseph@thekohllawfirm.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Adelina McCulley, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-1264.pdf


TUSCANY INTERNATIONAL: Proposes TID as Foreign Representative
-------------------------------------------------------------
Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. ("TID") ask the U.S. Bankruptcy Court
for the District of Delaware to enter an order authorizing TID to
act as foreign representative on behalf of the Debtors' estates in
any judicial or other proceedings in a foreign country, including
bankruptcy proceedings in Canada.

In addition to their operations in the U.S. and South America, the
Debtors have certain assets and operations in Canada.  TID is
incorporated in Canada and is the parent of Tuscany International
Holdings (U.S.A.) Ltd.  TID, as the proposed foreign
representative, will shortly seek ancillary relief in Canada on
behalf of the Debtors, pursuant to the Companies' Creditors
Arrangement Act in the Calgary Courts Center (Commercial List) in
Calgary, Alberta, Canada.

The purpose of the ancillary proceedings is to request that the
Canadian court recognize the Chapter 11 cases as a "foreign non-
main proceeding" under the applicable provisions of the CCAA in
order to, among other things, protect the Debtors' assets and
operations in Canada.

                          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.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

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.

Attorneys at Latham Watkins LLP and Young Conaway Stargatt &
Taylor LLP serve as the Debtors' co-counsel.  FTI Consulting
Canada, Inc.'s Deryck Helkaa is the chief restructuring officer.
Prime Clerk LLC is the claims and notice agent.  McCarthy Tetrautt
LLP is the special Canadian counsel.  Deloitte & Touche LLP is
providing tax professionals.


TUSCANY INTERNATIONAL: To Pay $1.4 Million to Critical Vendors
--------------------------------------------------------------
Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. ask the U.S. Bankruptcy Court for the
District of Delaware to enter an order authorizing, but not
directing, them to pay, in the ordinary course of business, the
prepetition fixed, liquidated, and undisputed claims of certain
critical vendors and service providers.

The Debtors propose to condition the payment of individual
critical vendor claims on the agreement of the critical vendor to
continue supplying goods and/or services to the Debtors on the
same trade terms or on better trade terms.

The Debtors further propose to limit the aggregate amount of
payments to be made on account of critical vendor claims to $1.4
million unless further authorization is obtained from the court.

                          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.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

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.

Attorneys at Latham Watkins LLP and Young Conaway Stargatt &
Taylor LLP serve as the Debtors' co-counsel.  FTI Consulting
Canada, Inc.'s Deryck Helkaa is the chief restructuring officer.
Prime Clerk LLC is the claims and notice agent.  McCarthy Tetrautt
LLP is the special Canadian counsel.  Deloitte & Touche LLP is
providing tax professionals.


TUSCANY INTERNATIONAL: Proposes $35 Million of DIP Financing
------------------------------------------------------------
Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. ask the U.S. Bankruptcy Court for the
District of Delaware for approval to use cash collateral and
obtain secured postpetition financing on a senior secured,
superpriority basis of a dual-draw term loan credit facility of up
to an aggregate principal amount of $70 million plus certain
accrued and unpaid interest from lenders.

The DIP facility provides for new money postpetition secured loans
in an amount not to exceed $15 million initially and another draw
of $20 million.  There's also a roll-up of $35 million of
prepetition debt.

To provide for the new funding, 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 Debtors
currently owe $197.9 million under the Third Amended and Restated
Credit Agreement dated as of Dec. 23, 2013.

The Debtors urgently need funds to make payroll, capital
expenditures and other expenditures that are critical to their
continued viability and ability to reorganize their capital
structure.

TID's consolidated EBITDA is expected to decrease from $43.2
million in 2012 to $17.3 million in 2013.  Because the Debtors'
available and projected cash collateral is insufficient to fund
their operations, the credit to be provided under the DIP facility
is necessary to preserve the value of the estates.

The salient terms of the DIP facility are:

    Borrower:    TID

    Guarantors   TIH and non-debtor affiliates

    DIP Lenders: Credit Suisse AG and other banks

    DIP Agent:   Credit Suisse AG, as administrative agent;

    Collateral
    Agents:      The Bank of New York Mellon, as global
                 collateral agent; Credit Suisse AG, Cayman
                 Islands Brand, as special collateral agent; and
                 BNY Mellon Servicos Financeiros DTVM S.A., as
                 Brazilian collateral agent.

    DIP
    Facility:    The new money loans will be made in two separate
                 draws: (i) $15 million and (ii) $20 million on or
                 after entry of a final order.

    Roll-Up:     Each DIP lenders is also a prepetition lender and
                 is entitled to a dollar for dollar roll-up of its
                 prepetition senior obligations as DIP loans as
                 consideration for its agreement to extend the DIP
                 loans.

    Interest
    Rate:        LIBOR + 8% (subject to 2% LIBOR floor) or
                 Alternative Base Rate + 7%; cash collateralized
                 amounts accrue interest at 5%

    Maturity
    Date:        Earliest to occur of (a) the date that is 105
                 days after the effective date of the Amendment,
                 (b) 30 days after entry of the interim order if a
                 final order has not been entered by such date,
                 (c) the effective date of a Chapter 11
                 reorganization plan, and (d) the acceleration of
                 the DIP loans.

    Fees:        5% per annum based on unused NM commitment, 2%
                 upfront fees on NM commitments.

   Adequate
   Protection:   As adequate protection, the prepetition secured
                 parties will receive continuing valid and
                 perfected postpetition security interests in the
                 DIP collateral, and an allowed superpriority
                 administrative expense claim.

   Milestones:   The Debtors are required to abide by this
                 timeline:

                 (i) by not later than 30 days after the Petition
                 Date, they should file a draft reorganization
                 plan approved by the DIP lenders;

                 (ii) by not later than 60 days after the Petition
                 Date; they should obtain an order approving the
                 disclosure statement and bid procedures for a
                 sale of all the assets and properties;

                 (iii) by not later than 90 days after the
                 Petition Date, they should obtain an order
                 confirming the Plan or approving the sale of all
                 of the assets and properties.

                 (iv) by not later than 105 days after the
                 Petition Date, the Debtors should cause the
                 effective date of a reorganization plan to occur.

                          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.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

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.

Attorneys at Latham Watkins LLP and Young Conaway Stargatt &
Taylor LLP serve as the Debtors' co-counsel.  FTI Consulting
Canada, Inc.'s Deryck Helkaa is the chief restructuring officer.
Prime Clerk LLC is the claims and notice agent.  McCarthy Tetrautt
LLP is the special Canadian counsel.  Deloitte & Touche LLP is
providing tax professionals.


TUSCANY INTERNATIONAL: To Assume Restructuring Support Agreement
----------------------------------------------------------------
Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. seek approval from the U.S. Bankruptcy
Court for the District of Delaware to assume a restructuring
support agreement, dated as of Jan. 31, 2014, entered into among
the Debtors, certain non-debtor affiliates, and their prepetition
lenders holding 95% of the prepetition loans.

The Debtors and the consenting lenders feared that a free-fall
into bankruptcy would cause panic among vendors, customers and
employees.  As a result, the parties negotiated the RSA to provide
a clear path towards reorganization and emergence from Chapter 11.
In addition, the consenting lenders agreed to provide the Debtors
with DIP financing in the principal amount of $35 million.

The RSA commits the parties to a pre-negotiated plan of
reorganization designed to implement a comprehensive balance sheet
restructuring through a credit bid by the lenders for all or
substantially all of the assets of TID pursuant to a plan of
reorganization, subject to a contemplated auction process in
connection therewith.

The RSA 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.  The RSA
binds non-debtor affiliates to the RSA to ensure that the valuable
assets of the Debtors' subsidiaries are not foreclosed upon during
the Chapter 11 cases.

The RSA also contemplates that:

   -- The Debtors will file a plan and disclosure statement
      and the proposed bidding procedures within 30 days of
      the Petition Date;

   -- The Debtors will obtain an order approving the disclosure
      statement and the bidding procedures within 60 calendar
      days of the Petition Date;

   -- The Debtors will obtain an order confirming the plan or
      an order approving an alternative proposal within
      90 calendar days of the Petition Date; and

   -- The Debtors will close the restructuring on or prior to
      the date that is 105 calendar days after the Petition Date.

                          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.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

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.

Attorneys at Latham Watkins LLP and Young Conaway Stargatt &
Taylor LLP serve as the Debtors' co-counsel.  FTI Consulting
Canada, Inc.'s Deryck Helkaa is the chief restructuring officer.
Prime Clerk LLC is the claims and notice agent.  McCarthy Tetrautt
LLP is the special Canadian counsel.  Deloitte & Touche LLP is
providing tax professionals.


TUSCANY INTERNATIONAL: Proposes FTI Canada's Helkaa as CRO
----------------------------------------------------------
Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. ask for approval from the U.S.
Bankruptcy Court for the District of Delaware to (i) hire FTI
Consulting Canada Inc. to provide a chief restructuring officer,
and (ii) designate FTI's Deryck Helkaa as CRO.

FTI has developed a great deal of institutional knowledge with
respect to the Debtors' operations and financial condition.  The
Debtors tapped FTI to provide certain financial advisory and
consulting services in August 2013.

The Debtors then determined that it would be in the best interest
of the estates to amend their retention of FTI such that FTI would
provide a CRO to the Debtors.

As set forth in the engagement letter, as revised Nov. 25, 2013,
FTI will, among other things, provide financial and restructuring
advice to the Debtors, assist in negotiations with lenders, advise
on asset sale strategies, and develop financial projections.

FTI for its services will receive compensation at these rates:

      Position                    Hourly Rate
      --------                    -----------
      Senior Managing Directors      $650
      Managing Directors             $550
      Directors                      $500
      Consultants                    $295

FTI will also bill for reasonable allocated and direct expenses
that are likely to be incurred on the Debtors' behalf during the
engagement.

                          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.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

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.

Attorneys at Latham Watkins LLP and Young Conaway Stargatt &
Taylor LLP serve as the Debtors' co-counsel.  FTI Consulting
Canada, Inc.'s Deryck Helkaa is the chief restructuring officer.
Prime Clerk LLC is the claims and notice agent.  McCarthy Tetrautt
LLP is the special Canadian counsel.  Deloitte & Touche LLP is
providing tax professionals.


UNITED ELECTRONICS: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: United Electronics Corporation
        15751 SW 41 St # 300
        Davie, FL 33331

Case No.: 14-12674

Chapter 11 Petition Date: February 4, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Hon. John K Olson

Debtor's Counsel: Zach B Shelomith, Esq.
                  LEIDERMAN SHELOMITH, P.A.
                  2699 Stirling Rd # C401
                  Ft Lauderdale, FL 33312
                  Tel: (954) 920-5355
                  Fax: (954) 920-5371
                  Email: zshelomith@lslawfirm.net

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

Estimated Liabilities: $10 million to $50 million

The petition was signed by Gavriel Meidar, director.

A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb14-12674.pdf


VIVA ALAMO: Moody's Rates $550M Secured Debt 'B1'; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service has assigned a B1 to Viva Alamo LLC's
(Alamo) senior secured credit facilities consisting of an
approximate $500 million 7-year senior secured Term Loan B due
February 2021 and a $50 million 5-year revolving credit facility
due February 2019. The rating outlook is stable.

The debt will be secured by a first lien interest in all of the
assets and equity of the borrower. Proceeds of the term loan will
be used to reimburse Blackstone (the project sponsor) for a
portion of its costs in acquiring the 540MW Bastrop facility, the
495MW Frontera facility and the 260MW Paris facility from Direct
Energy (DE: unrated). This is a first time rating for Alamo.

Ratings Rationale

The B1 rating principally reflects substantial merchant margin
exposure with approximately 30%-35% of the project's gross margins
hedged over the life of the financing; moderate refinancing risk;
an aggressive hedging program; and financial metrics solidly in
the B-rating category under the financial metrics sub-factor under
Moody's Power Generation Projects methodology. Balanced against
these factors is a portfolio of three high quality combined-cycle
assets 100% hedged for the first three years providing an initial
degree of cash flow stability; meaningful sponsor equity
contribution of approximately 30%; outage insurance to cover
exposure during the hedged period; and steady energy demand growth
in ERCOT. The rating further considers the terms of the
anticipated financing documents which feature mostly project
finance protections with some modifications.

The portfolio's near-term cash flows are derived from three heat
rate call options (HRCO) with DE one at each respective facility,
from March 2014 through February 2017 for approximately 100% of
each plant's respective capacity, or 1,295 (MW) of nominal
capacity on average. DE's UK-based parent, Centrica Plc (A3
stable) is providing a payment guarantee on the payment
obligations under the hedge. The hedges give DE the right to call
the plant to run and take the physical power from Alamo in return
for the receipt of fixed monthly option "premiums" plus adders for
start charges, start fuel and variable O&M costs. Based on the
operating profile and all-in net plant heat rates of the Frontera
and Bastrop plants of around 7,300 btu/kwh and current implied
peak market heat rates, Moody's believe they are likely to be
called to run the majority of on-peak hours whereas the Paris
facility will run substantially less given its higher net plant
heat rate of 8,600.

While the hedges provide a degree of cash flow stability, only
approximately 15% of debt reduction occurs during the hedge period
under Moody's calculations leaving a sizeable amount of debt
exposed to commodity and merchant risk. Moreover, MOody's further
recognize that the hedges are aggressively structured with heat
rates under the options exactly mimicking the theoretical full-
load heat rate of 6,957 btu/kwh at Frontera and 7,097 btu/kwh at
Bastrop. With no headroom for potential derates or inefficient
operations during hot temperatures, Moody's believe the project
could be exposed to fuel under-recovery.

"Our analysis also acknowledges the potential pitfalls with a 100%
hedge arrangement under the HRCO product since there are no
allowances for outages. Given System Wide Offer Caps rising from
$5,000 to $9,000/MWh in ERCOT by June 2015, the financial risk to
Alamo would otherwise be substantial were it not for outage
insurance that the project has in place that covers up to $20
million annually following a $6 million deductible, and Business
Interruption Insurance up to $75 million after 30 days. To help
frame the potential exposure to the project, Moody's calculate
that if a three-day outage occurred and if the $9,000/MWh pricing
level is in place for several hours, the entire insurance policy
for that year could be fully utilized. Moody's understand that the
financial documents will have language that covenants the borrower
to use its commercially reasonable efforts to secure outage
insurance during the term of the tolling agreement," Moody's said.

Based on various scenarios examined which sensitize energy gross
margins, market heat rates, plant heat rates, and O&M/CAPEX
requirements, the key financial metrics, such as the ratio of
funds from operations to debt (FFO / Debt) approximates levels
around 6-7% while the debt service coverage ratio ranges from
1.6.x to 1.8x. These metrics score in the mid- to low-B rating
category for this subfactor. Despite these speculative grade
financial metrics, the portfolio consists of three well-run
combined-cycle generating facilities with leverage on a $/kW-basis
at term loan maturity expected to be a manageable $230/kW based on
scenarios considered by Moody's.

As referenced earlier, the sponsor funded the acquisition of the
three combined cycle assets from DE with 100% equity; as such,
proceeds from the financing will be used to repay a portion of
this equity funding, leaving a meaningful sponsor equity
contribution of 30% of the purchase price. Moody's believe that
the output from the three plants will be used by DE in support of
its retail operation. The plants will be operated by North
American Energy Services (NAES) who will retain key existing plant
employees while the plant assets will be managed by Competitive
Power Ventures (CPV). Both NAES and CPV have meaningful experience
in plant and asset management.

As mentioned, the debt will be secured by a first lien interest in
all the assets and equity of the borrower and incorporates some
project finance features including a cash flow waterfall of
accounts, a 6-month major maintenance reserve letter of credit and
a six-month debt service reserve letter of credit. The cash sweep
mechanism is initially 100% but with step-downs to 75% subject to
meeting a 3.25x Debt/EBITDA test and 50% following 2.25x
Debt/EBITDA test. Moody's believe that the terms of cash sweep
mechanism will work like a 100% excess cash flow sweep as the
borrower is not expected to reach the lower thresholds of the
mechanism until the latter portion of the deal under their own
base case. Moody's notes that there are no financial covenants on
the term loan; however, we understand that the revolver will have
a financial covenant. The project is eligible to upstream
dividends to pay limited partner taxes, and the project retains
the ability to sell assets with proceeds either being reinvested
into the portfolio or being used to pay down debt. Further, after
financial close, the project has the ability to incur an
incremental $40 million term facility or revolver to be used for
general corporate purposes or investments. While this feature
enhances project level liquidity, a credit positive, the level of
incremental indebtedness is meaningfully higher than comparably
rated power project financings at this rating level.

The stable outlook incorporates Moody's view that the assets
continue to operate consistent with their design capability, and
that the project performs in line with Moody's financial
expectations over the next several years.

The rating could face upward momentum should the project implement
meaningful hedges for the current unhedged capacity of the plant,
repay the term loan faster than expected, or achieve sustained
financial metrics commensurate with Ba-rating category.

The rating could face downward pressure should the project
encounter operating difficulties such that imperfections in the
hedges introduce incremental funding requirements to Alamo. The
rating could also face downward pressure should debt paydown
progress in a slower fashion than Moody's expectation or if
financial metrics are weaker than anticipated on a sustained
basis.

Moody's rating is based upon Moody's current understanding of the
proposed terms and conditions of the transaction and is subject to
our receipt and review of final documentation being consistent
with the proposed terms.

The principal methodology used in this rating was the Power
Generation Projects published in December 2012.

Viva Alamo LLC is 100% indirectly wholly owned by funds managed by
Blackstone. The Alamo portfolio consists of two, efficient
combined cycle plants and one cogeneration facility consisting of
the: 495MW Frontera facility in Frontera, Texas on the border with
Mexico; the 540MW Bastrop facility just outside Austin, Texas and
the 260MW Paris facility in Paris, Texas near the Oklahoma border
for a combined 1,295MW in capacity.


W.R. GRACE: Reorganization Plan Declared Effective
--------------------------------------------------
W.R. Grace & Co. and its debtor affiliates notified the U.S.
Bankruptcy Court for the District of Delaware that they have
satisfied or waived conditions to the occurrence of the effective
date of the First Amended Joint Plan of Reorganization
co-proposed by the Official Committee of Asbestos Personal Injury
Claimants, the Asbestos PI Future Claimants' Representative, and
the Official Committee of Equity Security Holders.  The effective
date of the Plan occurred on Feb. 3, 2014.

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.

The Grace contribution to the Asbestos PI Trust includes:

     * Cash of approximately $471 million (which includes
       approximately $35 million of interest from January 1, 2009
       to December 31, 2012 on $250 million of such amount under
       the terms of the asbestos personal injury settlement
       announced in April 2008).

     * A warrant to acquire 10 million shares of Grace common
       stock at an exercise price of $17 per share expiring one
       year from the Effective Date of the Joint Plan.  Pursuant
       to an October 25, 2012 agreement with the PI Committee,
       the PI FCR and the Equity Committee, Grace will repurchase
       the warrant for a price equal to the average of the daily
       closing prices of Grace common stock during the period
       commencing one day after the effective date of the Joint
       Plan and ending on the day prior to the date the Asbestos
       PI Trust elects to sell the warrant back to Grace,
       multiplied by 10 million (the number of shares issuable
       under the warrant), less $170 million (the aggregate
       exercise price of the warrant), provided that if the
       average of the daily closing prices is less than $54.50
       per share, then the repurchase price would be $375
       million, and if the average of the daily closing prices
       exceeds $66.00 per share, then the repurchase price would
       be $490 million.  The agreement is terminable by the
       Asbestos PI Trust in the event a tender offer, or other
       proposed transaction that would result in a change in
       control of the Company, is announced during the one year
       period after the effective date of the Joint Plan. In such
       event, the warrant would be settled in stock.

     * Deferred payments of $110 million per year for five years
       beginning January 2, 2019 and of $100 million per year for
       ten years beginning January 2, 2024.

     * Rights to proceeds from Grace's asbestos-related insurance
       coverage.

The Grace contribution to the Asbestos PD Trust includes:

     * With respect to Asbestos PD Claims, excluding U.S. and
       Canadian ZAI PD Claims, a deferred payment obligation to
       fund Allowed Claims resolved after the Effective Date and
       Asbestos PD Trust Expenses.

     * With respect to U.S. ZAI PD Claims, a deferred payment
       obligation of $30 million payable on the third anniversary
       of the Effective Date and up to ten contingent payments of
       $8 million per year during the 20-year period beginning on
       the fifth anniversary of the Effective Date.  These
       contingent payments will be made only in the event certain
       conditions are met, including that the assets available in
       the Asbestos PD Trust to pay these claims fall below $10
       million in value.

     * With respect to Canadian ZAI PD Claims, a payment of
       approximately C$8.6 million to the Canadian ZAI PD Claim
       Fund.

In addition to the trust contributions, Grace will pay bank
lenders some $1.1 billion, which includes $500 million in loans
that were outstanding when the company filed for bankruptcy
protection in 2001.  All allowed claims of non-asbestos creditors
will be paid in full.

Sealed Air Corp. and Fresenius Medical Care AG are also
contributing to Grace's asbestos trusts.  Sealed Air, which
purchased Grace's Cryovac business, will contribute directly to
the Asbestos PI Trust and the Asbestos PD Trust a total of (i)
cash of $512.5 million plus accrued interest of 5.5% compounded
annually from December 21, 2002, and (ii) 18 million shares of
Sealed Air common stock.  Sealed Air common stock is priced at
$30.03 per share as of Feb. 3.

Fresenius will contribute directly to the Asbestos PI Trust and
Asbestos PD Trust a total of $115 million.

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.  The Company was in bankruptcy
for more than 12 years.  The Baltimore Sun said Grace's Chapter
11 case is one of the longest on record.

The Wall Street Journal pointed out that during its bankruptcy,
Grace dealt with billions of dollars in asbestos liabilities
while its stock climbed from less than $2 a share to more than
$90.  The Journal related that Grace stock closed at $1.52 per
share on April 2, 2001, the day after it filed for bankruptcy.
On Feb. 3, the stock closed at $92.28 per share.  The Journal
also pointed out that, unlike shareholders in most bankruptcies,
who can only stand by while equity is wrested out of their hands
and given to creditors, Grace's shareholders will continue to own
their piece of a company with a market capitalization topping
$7 billion.

                        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 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.  Mr. Frankel was a partner at Orrick Herrington
& Sutcliffe LLP, until January 2014, when he resigned from Orrick
to became a new partner in his new law firm, Frankel Wyron LLP.

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: Exit Facility Approved by Bankruptcy Judge
------------------------------------------------------
W.R. Grace & Co. and its affiliated debtors won approval from the
U.S. Bankruptcy Court in Delaware to obtain loans to finance their
emergence from Chapter 11 protection.

The exit financing is "likely to include" a $700 million senior
secured term loan, a $200 million euro equivalent senior secured
term loan, and a $250 million senior secured delayed draw term
loan, according to Grace.  It also includes a senior secured
revolving loan of up to $250 million and a senior secured
multi-currency revolving loan of up to a $150 million.

Proceeds of the term loans will be used to pay in full "all
outstanding claims," make cash contributions to the trusts that
were created to pay off asbestos-related claims, and provide
working capital to the reorganized debtors for their business
operations and other general corporate purposes.

The revolving loan likely won't be drawn down on the effective
date of the Chapter 11 plan, but it will be available after
Grace's bankruptcy exit to fund operating needs.

Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Merrill
Lynch, Pierce, Fenner & Smith Inc. and HSBC Securities (USA) Inc.
are arranging the financing.  They will be paid about $21.25
million in fees for arranging the loans.  If Grace obtains exit
loans from other lenders, it would pay a break-up fee of less
than 1% of the overall size of the exit loan.

Grace earlier agreed to cut the rate it is paying on a $900
million loan to support its bankruptcy exit.  The company will
pay interest at 2.25 percentage points more than the London
interbank offered rate on the debt that includes a $200 million
portion denominated in euros, compared with 2.5 percentage points
more than the lending benchmark initially proposed.

The loans will have a 0.75 percent minimum on Libor.

                        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 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.  Mr. Frankel was a partner at Orrick Herrington
& Sutcliffe LLP, until January 2014, when he resigned from Orrick
to became a new partner in his new law firm, Frankel Wyron LLP.

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: PI FCR Roger Frankel Has New Law Firm
-------------------------------------------------
Roger Frankel, the court-appointed asbestos personal injury
future claimants' representative, filed a supplemental
declaration informing the U.S. Bankruptcy Court for the District
of Delaware that on Jan. 15, 2014, he resigned from Orrick,
Herrington & Sutcliffe LLP and became a new partner in his new
law firm, Frankel Wyron LLP, effective as of Jan. 16.

Mr. Frankel says he has made no promises or arrangement with any
other entity to share any payment or compensation he receives in
connection with the Debtors' cases, other than with respect to
his firm and except as permitted by Section 504(b)(1) of the
Bankruptcy Code.

                       Application

Roger Frankel, as successor legal representative for future
asbestos personal injury claimants, seek authority from the U.S.
Bankruptcy Court for the District of Delaware to retain Frankel
Wyron LLP as his bankruptcy co-counsel.

Mr. Frankel was authorized to retain and employ Orrick,
Herrington & Sutcliffe LLP, the same law firm that represented
David T. Austern, the former FCR, as his bankruptcy counsel in
the Debtors' Chapter 11 cases.  In January 2014, Mr. Frankel and
Richard H. Wyron withdrew as partners in Orrick and formed FW
LLP.

By the application, Mr. Frankel seeks to employ FW LLP as
bankruptcy counsel, to serve as co-counsel with Orrick.  The FCR
believes employing Mr. Wyron through his new firm will ensure
that Mr. Frankel has continued representation from both Mr. Wyron
(at FW LLP) and the other key members (at Orrick) of the team
that has represented the asbestos PI FCR in the Debtors' Chapter
11 cases since Mr. Austern's appointment in 2004.

Mr. Wyron will be paid his standard hourly rate of $875 and will
be reimbursed for any necessary out-of-pocket expenses.

Mr. Wyron, a partner in FW LLP, assures the Court that his firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Mr. Wyron discloses that Mr. Frankel has been appointed as the
future claimants' representative to the Combustion Engineering
Asbestos Settlement Trust.  FW LLP represents Mr. Frankel in
connection with the CE Trust.  FW LLP also represents, among
other clients, the Shook & Fletcher Asbestos Settlement Trust and
the future claimants' representative to the Congoleum Asbestos
Settlement Trust.  None of these other matters is related to the
Debtors or the Chapter 11 Cases, Mr. Wyron tells the Court.

A hearing on the retention application will be on March 26, 2014
at 10:00 a.m.  Objections are due Feb. 14.

                        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 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.  Mr. Frankel was a partner at Orrick Herrington
& Sutcliffe LLP, until January 2014, when he resigned from Orrick
to became a new partner in his new law firm, Frankel Wyron LLP.

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: Harper Settlement Addendum Approved by Judge
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
an addendum to a settlement agreement between W.R. Grace & Co.
and Harper Insurance Ltd.

The addendum provides that the settlement agreement will
terminate if the effective date of Grace's plan to exit
bankruptcy protection doesn't occur on or before June 30, 2014.

Harper severally subscribed to four policies of excess liability
insurance that provide or are alleged to provide insurance
coverage to Grace.

The settlement agreement essentially provides for a buy-out of
certain of Harper's coverage obligations under the lower-layer
policies at a settlement value that is within the range of
Grace's settlements with its other insurers that have been
approved by the court.

The agreement also includes a complete, mutual release of claims
under the policies with respect to "asbestos bodily injury
claims" that fall within the products aggregate limit of those
policies.  The agreement, however, does not release Harper from
claims for coverage for non-products asbestos-related claims.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel 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.  Mr. Frankel was a partner at Orrick Herrington
& Sutcliffe LLP, until January 2014, when he resigned from Orrick
to became a new partner in his new law firm, Frankel Wyron LLP.

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: Has Deal to Expunge Dies & Hile Asbestos Claims
-----------------------------------------------------------
W.R. Grace and Dies & Hile ask the U.S. Bankruptcy Court for the
District of Delaware to approve a stipulation under which Dies &
Hile agreed to withdraw asbestos-related property damage claims.
Pursuant to the stipulation, the following claims are deemed
withdrawn and expunged:

   Claimant                                           Claim No.
   --------                                           ---------
   City of Houston, Police Dept. Building                  6968
   County of Orange                                       12700
   State of Arkansas School for the Deaf                  12690
   State of Connecticut, Veteran's Commissary             12683
   State of Oklahoma, Dept. of Corrections                 6957
   State of Oklahoma, Dept. of Corrections                 6958
   State of Oklahoma, Dept. of Corrections                 6959
   State of Oklahoma, Dept. of Corrections                 6960
   State of Oklahoma, Dept. of Corrections                 6961
   State of Oklahoma, Dept. of Corrections                 6962
   State of Oklahoma, Dept. of Corrections                 6963
   State of Oklahoma, Dept. of Corrections                 6964
   State of Oklahoma, Dept. of Corrections                 6965
   State of Oklahoma, Jess Dunn Correctional Unit          6966
   State of Oregon, University of Oregon                   5662

                        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 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.  Mr. Frankel was a partner at Orrick Herrington
& Sutcliffe LLP, until January 2014, when he resigned from Orrick
to became a new partner in his new law firm, Frankel Wyron LLP.

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: John F. Akers Out as Board Member
---------------------------------------------
On January 17, 2014, John F. Akers resigned as a member of the
Board of Directors of W.R. Grace & Co., the Company said in a
regulatory filing with the U.S. Securities and Exchange
Commission dated Jan. 21, 2014.

                        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 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.  Mr. Frankel was a partner at Orrick Herrington
& Sutcliffe LLP, until January 2014, when he resigned from Orrick
to became a new partner in his new law firm, Frankel Wyron LLP.

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: Reports $29.7-Mil. Net Income in Fourth Quarter
-----------------------------------------------------------
W.R. Grace & Co. on Feb. 5 announced fourth quarter net income of
$29.7 million, or $0.38 per diluted share, compared with a net
loss for the prior-year quarter of $184.3 million, or $2.44 per
diluted share.  Both quarters included charges related to the
company's asbestos-related liability and bankruptcy proceedings.
Adjusted EPS for the 2013 fourth quarter was $1.09 per diluted
share compared with $1.21 per diluted share for the prior-year
quarter.

Net income for the year ended December 31, 2013, was $256.1
million, or $3.30 per diluted share, compared with $40.0 million,
or $0.52 per diluted share for the prior year.  Adjusted EPS for
the year was $4.39 per diluted share compared with $4.53 per
diluted share for the prior year.

"Earnings finished as expected with strong results from Materials
Technologies and Construction Products," said Fred Festa, Grace's
Chairman and Chief Executive Officer.  "Catalysts Technologies
increased sales and earnings sequentially and completed the
strategically important UNIPOL acquisition.  We settled the
remaining appeal in our Chapter 11 proceedings, secured our exit
financing, and emerged from bankruptcy on February 3.  I'm excited
about the improved strategic position of our company and looking
forward to solid earnings growth in 2014."

Fourth Quarter Results

Fourth quarter sales of $776.7 million declined 2.6 percent
compared with the prior-year quarter as acquisition growth (+1.3
percent) and improved base pricing (+0.4 percent) were offset by
lower sales volumes (-2.5 percent), lower rare earth surcharges
(-1.7 percent) and unfavorable currency translation (-0.1
percent).

Adjusted EBIT of $138.6 million decreased 3.7 percent compared
with $143.9 million in the prior-year quarter.  Lower Catalysts
Technologies segment operating income more than offset higher
segment operating income in Materials Technologies and
Construction Products and lower corporate costs.  Adjusted EBIT
margin decreased to 17.8 percent compared with 18.0 percent in the
prior-year quarter.  The UNIPOL(R) Polypropylene Process
Technology Licensing and Catalysts Business ("UNIPOL") acquired in
December broke even as expected before acquisition costs of
approximately $8 million or approximately 1 percent of sales.

Adjusted EBIT Return On Invested Capital was 27.4 percent on a
trailing four-quarter basis, compared with 38.9 percent for the
prior year.  The decrease in Adjusted EBIT Return On Invested
Capital was due to lower segment operating income in Catalysts
Technologies and higher invested capital related to the UNIPOL
acquisition.

Full Year Results

Sales for the full year ended December 31, 2013, decreased 3.0
percent to $3.06 billion as lower rare earth surcharges (-3.1
percent), lower sales volumes (-0.9 percent) and unfavorable
currency translation (-0.8 percent) partially were offset by
acquisition growth (+1.1 percent) and higher base pricing (+0.7
percent).

Adjusted EBIT was $550.8 million, a decrease of 1.3 percent
compared with the prior year.  The decline in Adjusted EBIT
largely was due to lower sales in Catalysts Technologies and
unfavorable currency translation.  Adjusted EBIT margin of 18.0
percent increased 30 basis points compared with the prior year.

Catalysts Technologies

Sales down 10.8 percent; segment operating income down 22.9
percent

Fourth quarter sales for the Catalysts Technologies operating
segment, which includes specialty catalysts, additives and
technologies for refinery, plastics and other chemical process
applications, were $292.9 million, a decrease of 10.8 percent
compared with the prior-year quarter.  The decrease was due to
lower sales volumes (-8.9 percent), lower rare earth surcharges
(-4.1 percent) and lower base pricing (-2.0 percent), which more
than offset acquisition growth (+1.6 percent) and favorable
currency translation (+2.6 percent).

Sales volumes of FCC catalysts decreased 8.4 percent compared with
the prior-year quarter, and increased 6.2 percent sequentially
resulting in part from sales of new products designed specifically
for shale oil feedstocks, heavy resid feedstocks and propylene
maximization.

On December 2, 2013, the company acquired UNIPOL.  This
acquisition is complementary to Grace's specialty catalysts
business and significantly enhances the company's position as a
leading supplier of polyolefin catalysts and technologies.
Integration activities are on track and the company expects
complete integration in the 2014 second quarter.

Sales of specialty catalysts, including the acquired business,
increased 2.4 percent compared with the prior year.

Segment gross margin was 38.8 percent compared with 41.0 percent
in the prior-year quarter.  The decrease in segment gross margin
primarily was due to lower pricing in FCC catalysts and lower
operating leverage due to the decline in FCC catalyst sales.

Segment operating income was $79.1 million compared with $102.6
million in the prior-year quarter, a 22.9 percent decrease
primarily due to lower sales and gross margin and approximately $8
million in UNIPOL acquisition costs.  Segment operating margin was
27.0 percent, a decrease of 430 basis points compared with the
prior-year quarter.

Materials Technologies

Sales up 2.2 percent; segment operating income up 15.6 percent

Fourth quarter sales for the Materials Technologies operating
segment, which includes packaging technologies and engineered
materials for consumer, industrial, coatings and pharmaceutical
applications, were $214.8 million compared with $210.1 million in
the prior-year quarter.  The 2.2 percent increase was due to
improved pricing (+1.8 percent) and higher sales volumes (+1.2
percent) partially offset by unfavorable currency translation (-
0.8 percent).

Sales of silica-based engineered materials increased 5.2 percent
compared with the prior-year quarter.  Sales of packaging
technologies declined 1.6 percent as organic growth of
approximately 2 percent was more than offset by unfavorable
currency translation of approximately 4 percent.

Segment gross margin increased to 35.0 percent compared with 34.3
percent in the prior-year quarter, largely due to improved
pricing.

Segment operating income increased 15.6 percent to $45.9 million
due to higher sales and gross margin and reduced operating
expenses compared with the prior-year quarter.  Segment operating
margin was 21.4 percent, an increase of 250 basis points compared
with the prior-year quarter.

Construction Products

Sales up 3.7 percent; segment operating income up 16.9 percent

Fourth quarter sales for the Construction Products operating
segment, which includes specialty construction chemicals and
specialty building materials used in commercial, infrastructure
and residential construction, were $269.0 million, an increase of
3.7 percent compared with the prior-year quarter.  Higher sales
volumes (+2.4 percent), improved pricing (+2.3 percent) and
acquisition growth (+2.0 percent) partially were offset by
unfavorable currency translation (-3.0 percent).

Sales of Construction Products in developed regions, which
represented approximately 65 percent of sales, increased 6.5
percent compared with the prior-year quarter due to a 6.2 percent
increase in North America, a 3.7 percent increase in Western
Europe and an 11.0 percent increase in developed Asia and
Australia.  Sales in emerging regions declined approximately 1.0
percent as weaker sales in the Middle East and Latin America
offset higher sales in Eastern Europe, China and developing Asia.

Segment gross margin of 35.2 percent decreased 90 basis points
compared with the prior-year quarter as higher raw material costs,
less favorable product mix and higher manufacturing costs offset
improved pricing.

Segment operating income of $38.0 million increased 16.9 percent
compared with the prior-year quarter primarily due to higher sales
and lower operating expenses.  Segment operating margin improved
to 14.1 percent, an increase of 160 basis points compared with the
prior-year quarter.

For the full year, Construction Products segment operating income
was $151.7 million, the segment's highest earnings since 2008 when
segment operating income was $153.0 million.

Corporate costs and pension

Corporate expenses of $17.4 million decreased $6.0 million
compared with the prior-year quarter due to lower incentive
compensation and other expenses.

Certain pension costs of $7.0 million declined 6.7 percent
compared with the prior year quarter.  Certain pension costs
include only ongoing costs recognized quarterly, which include
service and interest costs, expected returns on plan assets and
amortization of prior service costs/credits.

As previously announced, the company adopted mark-to-market
pension accounting in the 2013 fourth quarter.  The company
recognized a favorable mark-to-market adjustment of $53.1 million
in the quarter compared with an unfavorable adjustment of $117.2
million in the prior-year quarter.  Approximately one-third of the
mark-to-market adjustment is included in costs of goods sold and
approximately two-thirds is included in selling, general and
administrative expenses.  The mark-to-market adjustments are
excluded from Adjusted EBIT.  Grace filed a Form 8-K on December
11, 2013, that described the impact of this accounting change on
the company's financial statements.

Interest expense was $11.7 million for the fourth quarter compared
with $12.4 million for the prior-year quarter.  The annualized
weighted average interest rate on pre-petition obligations for the
fourth quarter was 3.5 percent.

Income Taxes

Income taxes were recorded at a global effective tax rate of
approximately 33 percent before considering the effects of certain
non-deductible Chapter 11 expenses, the settlement of the amount
of interest payable on prepetition bank debt, changes in uncertain
tax positions and other discrete adjustments, including a
reduction in the valuation allowance on state deferred tax assets.

Grace generally has not had to pay U.S. Federal income taxes in
cash in recent years since available tax deductions and credits
have fully offset U.S. taxable income.  Grace generally does pay
cash taxes in foreign jurisdictions and in a limited number of
U.S. states.  Income taxes paid in cash, excluding a U.S. Federal
income tax refund of $17.6 million and settlements paid of $14.7
million, were $63.3 million during 2013, or approximately 12
percent of adjusted income before income taxes.

At emergence from bankruptcy, Grace generated approximately $670
million in U.S. Federal net operating losses that will be
available to reduce U.S. Federal taxable income in 2014 and future
years.  In addition, Grace expects to receive a U.S. Federal
income tax deduction of $490 million upon settlement of the
warrant held by one of the asbestos trusts.

Cash Flow

Net cash provided by operating activities for the year ended
December 31, 2013, was $515.9 million compared with $453.6 million
in the prior year.  The increased cash flow primarily was due to
improved working capital performance and lower pension
contributions.

Adjusted Free Cash Flow was $429.7 million for the year ended
December 31, 2013, compared with $421.2 million in the prior year.

2014 Outlook

As of February 5, 2014, Grace expects 2014 Adjusted EBIT to be in
the range of $620 million to $660 million, an increase of 13 to 20
percent compared with 2013 Adjusted EBIT of $550.8 million.  The
company expects 2014 Adjusted EBITDA to be in the range of $765
million to $805 million.

The following assumptions are components of Grace's 2014 outlook:

The company is unable to make an estimate of the amount of the
annual mark-to-market pension adjustment or 2014 net income.

Share Repurchase Authorization

On February 4, 2014, the company announced that its Board of
Directors had authorized a share repurchase program of up to $500
million expected to be completed over the next 12-24 months at the
discretion of management.

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.

Chapter 11 Proceedings

On April 2, 2001, Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary,
W. R. Grace & Co.-Conn., filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware in order to resolve Grace's asbestos-related liabilities.

On January 31, 2011, the Bankruptcy Court issued an order
confirming Grace's Joint Plan of Reorganization.  On January 31,
2012, the United States District Court issued an order affirming
the Joint Plan, which was reaffirmed on June 11, 2012 following a
motion for reconsideration.  During 2013, five appeals were argued
before the Third Circuit Court of Appeals.  During the third
quarter, the Court denied four appeals.  During the fourth
quarter, the company settled the fifth appeal relating to the
amount of interest payable on its prepetition bank debt and
recorded a $129 million charge.  Also in the fourth quarter, Grace
recorded net asbestos and bankruptcy-related charges of $21.9
million, primarily reflecting the emergence date value of the
deferred payment obligations and certain terms of the Joint Plan.

On February 3, 2014, Grace emerged from Chapter 11 pursuant to the
terms of the Joint Plan.  The Joint Plan sets forth how all pre-
petition claims and demands against Grace are resolved.

                       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).


WESCO AIRCRAFT: Moody's Places Ba3 CFR on Review for Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed ratings of Wesco Aircraft
Hardware Corp., including the Ba3 Corporate Family Rating, under
review for downgrade. This action follows Wesco's agreement to
acquire Haas Group, Inc. in a $550 million transaction that will
be primarily debt funded.

Ratings:

Corporate Family, under review for downgrade from Ba3

Probability of Default, under review for downgrade from Ba3-PD

$200 million first lien revolver due 2017, under review for
downgrade from Ba3, LGD3, 49%

$625 million first lien term loan due 2017, under review for
downgrade from Ba3, LGD3, 49%

Speculative Grade Liquidity, affirmed at SGL-2

While the transaction will bring greater revenue diversity and
scale, it will also nearly double Wesco's debt, likely resulting
in weaker financial metrics. The transaction will also represent
the largest acquisition that the company has undertaken, and poses
incremental risks related to integration. The review will focus on
the business opportunities and operating synergies that can be
expected from the addition of Haas, and the strategies which Wesco
has to offset the near term operating and financial risks
associated with the acquisition. We expect to conclude the review
within a month.

The Speculative Grade Liquidity rating of SGL-2, denoting good
liquidity, is unchanged. Wesco's good free cash flow
characteristic, a well-sized revolving credit line and good
financial ratio covenant headroom support the liquidity view.

The principal methodology used in this rating was the Global
Aerospace and Defense published in June 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Wesco Aircraft Holdings, Inc., headquartered in Valencia, CA, is a
leading distributor and provider of comprehensive supply chain
management services to the global aerospace industry. Product
service, focused largely on OEMs, is provided on an ad-hoc, just-
in-time (JIT), and/or long term agreement (LTA) manner. Wesco's
largest shareholder is affiliates of private equity investor The
Carlyle Group (LBO'd late 2006). Wesco Aircraft Holdings, Inc. was
listed on the NYSE on July 28, 2011 (WAIR). Revenue for the fiscal
year ended September 30, 2013 was approximately $902 million.


YP HOLDINGS: S&P Affirms 'B' CCR Following $200MM Incremental Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on U.S. marketing solutions provider YP Holdings LLC
(YP) following the company's plan for a $200 million incremental
senior secured term loan.  The outlook is stable.

At the same time, S&P affirmed its issue-level rating of 'B', with
a recovery rating of '4' on this debt.  The '4' recovery rating
indicates S&P's expectation for average (30%-50%) recovery for
lenders in the event of a payment default.

S&P's rating on YP reflects its assessment of the company's
business risk profile as "vulnerable," based on the sector's
steady structural decline, and S&P's view of the financial profile
as "aggressive," based on the rapid decline in revenue and EBITDA.

YP has a large presence in the U.S. print and online advertising
marketplace through its yellow pages print directories and online
and mobile local-search and marketing solutions.  YP's U.S. yellow
pages print directories segment held about a third of the market
share in the category, and its YP digital businesses generated
almost $1 billion in revenues in 2013 (about 40% of revenue).

The "vulnerable" business profile assessment is a primary driver
of S&P's 'B' corporate credit rating.  In recent years, revenues
have declined at a low- to high-teens annual percentage rate, and
S&P expects revenue to continue its downward trend with the shift
of advertising spending to digital and mobile advertising.
Accordingly, absent a meaningful improvement in business
prospects, which S&P do not expect, S&P believes that the
company's business profile will deteriorate at an increasing rate.
S&P also expects steady EBITDA margin erosion from the high-20%
area to the high-teens percentage range over the next few years as
the company strives to reduce costs in line with revenue declines,
and as ad dollars shift away from higher-margin print advertising
to lower-margin bundled digital offerings.  Even under S&P's base
scenario of a moderate economic expansion, declines in print
advertising sales will likely persist at a high-teens to low-20%
percentage rate.

S&P is skeptical that YP can accelerate growth rates in its
digital segment.  S&P views the online local search and
advertising marketplace as intensely competitive and increasingly
influenced by large industry participants, such as Google Inc. and
Facebook Inc., which have significant technological expertise and
financial resources.  Furthermore, digital advertising is subject
to sudden and rapid change caused by consumer acceptance of new
business models and technologies.  In 2013, YP's digital sales
growth was meager at 2.7% (or 5.7% reflecting discontinued
operations), compared with the robust mid-teens growth rates in
online ad spending, and we remain concerned that a declining YP
local sales force will eventually pressure digital revenue growth.

In S&P's view, despite the company's modest 1.67x pro forma
adjusted leverage and good cash flow generation, the company's
financial risk profile is "aggressive."  S&P's assessment reflects
the low probability, in our view, that the company will return to
stable EBITDA and cash flow generation over the intermediate term.
Furthermore, despite good near-term revenue visibility, S&P's
assessment reflects the risk that the capital structure may
quickly become unsustainable if negative business trends
accelerate and the company does not use a majority of its annual
cash flow to repay debt.

S&P views YP management and governance as "fair."


* Officials Press for Quicker Action on Fannie, Freddie
-------------------------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reported that
current and former White House officials are warning that the
window to effectively overhaul Fannie Mae and Freddie Mac could
close if legislation isn't in play before the midterm elections.

According to the report, they fear that over time, as the bottom
lines of the mortgage-finance giants look increasingly robust and
memories of dysfunction in the housing market fade, it will become
harder to pass measures strong enough to address the problems that
triggered the 2008 government bailout of the troubled firms.

White House advisers are pressing the Senate Banking Committee to
introduce comprehensive and bipartisan legislation in the coming
weeks, giving enough time for the legislation to at least move
through the Senate, the report said.

"All of us...are making it understood that everyone needs to feel
a sense of urgency in moving forward quickly while there is still
a window for bipartisan progress in 2014," said Gene Sperling,
director of the White House's National Economic Council, the
report cited.

For now, few expect a bill to pass both the Senate and the House
of Representatives this year, the report said.  It is typical for
major financial-sector legislation to ripen over multiple sessions
of Congress, and overhauling the nation's $10 trillion mortgage
market remains particularly daunting.


* Small Banks Face Decision to Repay TARP or Pay More
-----------------------------------------------------
Saabira Chaudhuri, Michael Rapoport and Alan Zibel, writing for
The Wall Street Journal, reported that small banks across the U.S.
are facing a crunchtime decision over federal aid received during
the financial crisis: repay the funds soon or face a steeper
interest-rate bill.

According to the report, while most banks that accepted government
funds paid them back long ago, some 80 lenders still owe a total
of roughly $2 billion disbursed under the U.S. Treasury's Troubled
Asset Relief Program.

Under TARP rules, if the banks don't reimburse taxpayers soon,
they will face an increase in the quarterly dividend on the amount
borrowed from the government, the report said.  That dividend
payment is set to rise to 9% of the loan balance outstanding from
5%, for some banks as early as the end of next week.

The problem is that many of the banks in arrears are either too
weak to pay the aid back or don't want to trade in relatively
cheap capital from the government for potentially unfriendly and
expensive credit markets, the report related.  Payback plans also
require regulatory approval.

The decision highlights the difficulty some small banks are having
in a low interest-rate environment in which loan growth has been
sluggish, the report added.  Large banks have boosted profits
largely by cutting branches and costs, an option that isn't always
straightforward for smaller banks.


* Renovo Bags M&A Advisor's 2013 Distressed Deal of the Year Award
------------------------------------------------------------------
Renovo Capital, LLC was awarded the 2013 Distressed Deal of the
Year Award (between $10M-$50M) for its acquisition of Midstate
Mills, Inc., a North Carolina-based flour milling operation.

"Since 2002, The M&A Advisor has been honoring the leading
turnaround transactions, companies and dealmakers.  Renovo Capital
was chosen from over 500 participating companies to receive the
award.  It gives M&A great pleasure to recognize Renovo Capital
and bestow upon them our highest honor for distressed investing
and reorganization firms and professionals", said David Fergusson,
President, The M&A Advisor.  "Renovo Capital represents the best
of the distressed investing and reorganization industry in 2013
and earned these honors by standing out in a group of very
impressive candidates"

Other professionals that worked on the transaction include:

    * Tyler Brown and John Schneider at Hunton & Williams
    * Bob Corsentino and Mitch Rasky at The Private Bank
    * Sam Hewitt, Jason Cristal and Ian Ratner at GlassRatner
    * Woolard Harris, Jonathan Killion and Jeff Kies at Carl Marks
      Advisors
    * Trevor Johnston at McGuire Woods LLP
    * Moon Wright & Houston, PLLC
    * Rosewood Private Investments

                    About Renovo Capital, LLC

Renovo Capital, LLC, through its Renwood Opportunities Fund, makes
control equity investments in troubled and under-performing
companies, and invests in other special situation opportunities.
Renovo's investment size ranges from $3 million to $20 million
with a primary focus on operating turnarounds, bankruptcy
reorganizations, debt purchases and out-of-court restructurings
for companies in the manufacturing, technology and service
industries.


* GA Capital Provides $35MM Financing Facility for Reichhold
------------------------------------------------------------
GA Capital, a division of Great American Group, Inc., has closed a
$35 million senior secured global financing facility consisting of
a $22.5 million term loan and a $12.5 million revolving line of
credit for Reichhold.

"Reichhold is a leading chemical manufacturer, and we are pleased
to provide the capital they need to achieve their global financing
objectives," said GA Capital president, Stuart Armstrong.  "We are
excited to complete this transaction as it demonstrates our
ability to provide customized capital solutions to customers in
both the industrial and international markets."

The loan facilities are supported by borrowing base collateral in
six European countries, including: the UnitedKingdom, Norway,
Germany, Netherlands, Denmark and Czech Republic.  GA Advisory and
Valuation Services provided the asset appraisal expertise
necessary for GA Capital to structure the global facility.

"GA Capitaltook the time to understand our business and capital
needs, and acted as a true partner throughout the entire process,"
said Roger Willis, Reichhold's Chief Financial Officer.  "With
their structuring capabilities and asset expertise, wewere able to
create significant liquidity from our international assets and now
have more flexibility toimplement our operational improvement
plans."

Founded in 1927, Reichhold celebrates 87 years in business.  With
its world headquarters and technology center in Durham, North
Carolina, USA, Reichhold is one of the world's largest
manufacturers of unsaturated polyester resins and a leading
supplier of coating resins for a wide variety of markets.
Reichhold has manufacturing operations throughout North America,
Latin America, Europe, the Middle East and Asia, and its
businesses generate over $1billion in annual sales.

GA Capital, a division of Great American Group, provides senior
and junior secured corporate loan facilities that range from $10
million to $150 million -- assisting companies in refinancing
existing debt, fueling new growth strategies and increasing their
overall liquidity with customized financing solutions.

For more information, contact (203) 663-5100 or visit
http://www.greatamerican.com/capital/overview.html.

                About Great American Group, Inc.

Great American Group (OTCBB: GAMR) -- http://www.greatamerican.com
-- is a provider of asset disposition and auction solutions,
advisory and valuation services, capital investment, and real
estate advisory services for an extensive array of companies.  A
trusted strategic partner at every stage of the business
lifecycle, Great American Group efficiently deploys resources with
sector expertise to assist companies, lenders, capital providers,
private equity investors and professional service firms in
maximizing the value of their assets.  The company has in-depth
experience within the retail, industrial, real estate, healthcare,
energy and technology industries.  The corporate headquarters is
located in Woodland Hills, Calif. with additional offices in
Atlanta, Boston, Charlotte, N.C., Chicago, Dallas, Melville, N.Y.,
New York, Norwalk, Conn., San Francisco, London, Milan and Munich.


* Top Bankruptcy Lawyer Jack Butler Will Move to Hilco
------------------------------------------------------
Michael J. De la Merced, writing for The New York Times' DealBook,
reported that one of the bankruptcy bar's biggest names is
planning to leave the law to take up a different perch in the
world of restructuring.

According to the report, John W. Butler Jr., a partner at the law
firm Skadden, Arps, Slate, Meagher & Flom, will move to Hilco
Global, a financial firm whose services include liquidating
bankrupt companies, Hilco announced in an internal memorandum on
Feb. 5.

The move will signal a major shift for Mr. Butler, who is known as
Jack and is one of the most prominent bankruptcy lawyers, the
report said.  In his 23 years at Skadden, he has been involved in
some of the biggest -- and most contentious -- Chapter 11 filings
in memory.

Those include the bankruptcies of American Airlines, where he
represented the airline's creditors committee and helped
orchestrate the company's merger with US Airways; Delphi, where he
worked for the auto-part maker's infamously protracted Chapter 11
case; and Kmart, the report related.

"Jack has made a tremendous contribution to the development of our
corporate restructuring practice for more than 20 years and has
helped ensure the group's continued strength and success," Eric
Friedman, Skadden's executive partner, said in a statement, the
report cited.  "We are very excited for him as he embarks on this
new endeavor and wish him all the best."

Other top bankruptcy lawyers have left the legal world to try
their hand in other parts of the restructuring universe, the
report noted.  David Kurtz, the global head of Lazard's
restructuring practice, formerly worked at Skadden.  The report
also noted that Harvey R. Miller, a partner at Weil, Gotshal &
Manges and one of the foremost practitioners in the field, left
his firm to work at Greenhill & Company, a boutique investment
bank, but returned after five years.  And James H. M. Sprayregen,
a top partner at Kirkland & Ellis, spent two years at Goldman
Sachs before coming back to the law.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re 7428 Pleasant Run, LLC
   Bankr. D. Ariz. Case No. 14-01104
     Chapter 11 Petition filed January 29, 2014
         See http://bankrupt.com/misc/azb14-01104.pdf
         represented by: Richard William Hundley, Esq.
                         BERENS, KOZUB & KLOBERDANZ, PLC
                         E-mail: rhundley@bkl-az.com

In re Therese Masson
   Bankr. N.D. Cal. Case No. 14-40393
      Chapter 11 Petition filed January 29, 2014

In re Kenneth Noorigian
   Bankr. S.D. Cal. Case No. 14-00534
      Chapter 11 Petition filed January 29, 2014

In re Alan Weiner
   Bankr. S.D. Fla. Case No. 14-12111
      Chapter 11 Petition filed January 29, 2014

In re Gilbert Spencer
   Bankr. S.D. Fla. Case No. 14-12113
      Chapter 11 Petition filed January 29, 2014

In re Dollar Properties, LLC
   Bankr. D. Md. Case No. 14-11314
     Chapter 11 Petition filed January 29, 2014
         See http://bankrupt.com/misc/mdb14-11314.pdf
         represented by: Ronald J. Drescher, Esq.
                         DRESCHER & ASSOCIATES
                         E-mail: ecfdrescherlaw@gmail.com

In re Vilu Construction Inc.
   Bankr. D.N.J. Case No. 14-11471
     Chapter 11 Petition filed January 29, 2014
         See http://bankrupt.com/misc/njb14-11471.pdf
         represented by: Nicholas Fitzgerald, Esq.
                         FITZGERALD & ASSOCIATES
                         E-mail: nickfitz.law@gmail.com

In re James Meis
   Bankr. D.N.J. Case No. 14-11495
      Chapter 11 Petition filed January 29, 2014

In re Funeraria Fermin Rivera Inc.
   Bankr. D.P.R. Case No. 14-00520
     Chapter 11 Petition filed January 29, 2014
         See http://bankrupt.com/misc/prb14-00520.pdf
         represented by: Fausto David Godreau Zayas, Esq.
                         LATIMER, BIAGGI, RACHID & GODREAU, LLP
                         E-mail: dgodreau@LBRGlaw.com

In re Timothy Hawbaker
   Bankr. M.D. Tenn. Case No. 14-00637
      Chapter 11 Petition filed January 29, 2014

In re William Green
   Bankr. M.D. Tenn. Case No. 14-00608
      Chapter 11 Petition filed January 29, 2014

In re Larry D. Williams
   Bankr. N.D. Ala. Case No. 14-80286
      Chapter 11 Petition filed January 31, 2014

In re Metro Restaurants, Inc.
   Bankr. D. Ariz. Case No. 14-01278
     Chapter 11 Petition filed January 31, 2014
         See http://bankrupt.com/misc/azb14-01278.pdf
         represented by: Scott D. Gibson, Esq.
                         LAW OFFICE OF SCOTT D. GIBSON, PLLC
                         E-mail: ecf@sdglaw.net

In re Patti Miyagi
   Bankr. D. Ariz. Case No. 14-01279
      Chapter 11 Petition filed January 31, 2014

In re McMahon's Steakhouse, LLC
   Bankr. D. Ariz. Case No. 14-01281
     Chapter 11 Petition filed January 31, 2014
         See http://bankrupt.com/misc/azb14-01281.pdf
         represented by: Scott D. Gibson, Esq.
                         LAW OFFICE OF SCOTT D. GIBSON, PLLC
                         E-mail: ecf@sdglaw.net

In re Old Pueblo Grill, LLC
   Bankr. D. Ariz. Case No. 14-01283
     Chapter 11 Petition filed January 31, 2014
         See http://bankrupt.com/misc/azb14-01283.pdf
         represented by: Scott D. Gibson, Esq.
                         LAW OFFICE OF SCOTT D. GIBSON, PLLC
                         E-mail: ecf@sdglaw.net

In re Metropolitan Grill, LLC
   Bankr. D. Ariz. Case No. 14-01284
     Chapter 11 Petition filed January 31, 2014
         See http://bankrupt.com/misc/azb14-01284.pdf
         represented by: Scott D. Gibson, Esq.
                         LAW OFFICE OF SCOTT D. GIBSON, PLLC
                         E-mail: ecf@sdglaw.net

In re Rosario Ceja
   Bankr. C.D. Cal. Case No. 14-11862
      Chapter 11 Petition filed January 31, 2014

In re Philip Caulfield
   Bankr. N.D. Cal. Case No. 14-30145
      Chapter 11 Petition filed January 31, 2014

In re Jaskiran Sandhu
   Bankr. N.D. Cal. Case No. 14-40428
      Chapter 11 Petition filed January 31, 2014

In re Pamela Tibbs-Daylor
   Bankr. M.D. Fla. Case No. 14-00458
      Chapter 11 Petition filed January 31, 2014

In re Antwyne Harrison
   Bankr. M.D. Fla. Case No. 14-00475
      Chapter 11 Petition filed January 31, 2014

In re Acme Recycling Industries, LLC
   Bankr. M.D. Fla. Case No. 14-01191
     Chapter 11 Petition filed January 31, 2014
         See http://bankrupt.com/misc/flmb14-01191.pdf
         represented by: James H Monroe, Esq.
                         JAMES H. MONROE, P.A.
                         E-mail: jhm@jamesmonroepa.com

In re Ramces Dufresne
   Bankr. S.D. Fla. Case No. 14-12399
      Chapter 11 Petition filed January 31, 2014

In re William Blane
   Bankr. S.D. Fla. Case No. 14-12417
      Chapter 11 Petition filed January 31, 2014

In re Sherron Wilkinson-Brown
   Bankr. S.D. Fla. Case No. 14-12452
      Chapter 11 Petition filed January 31, 2014

In re Glenn Higgin
   Bankr. N.D. Ill. Case No. 14-80300
      Chapter 11 Petition filed January 31, 2014

In re Johnson's Towing & Recovery, LLC
   Bankr. S.D. Ind. Case No. 14-00633
     Chapter 11 Petition filed January 31, 2014
         See http://bankrupt.com/misc/insb14-00633.pdf
         represented by: Steven P. Taylor1, Esq.
                         LAW OFFICE OF STEVEN P. TAYLOR, P.C.
                         E-mail: sptaylor@bankruptcyoffice.net

In re Daryl Ring Painting LLC
   Bankr. D. Md. Case No. 14-11445
     Chapter 11 Petition filed January 31, 2014
         See http://bankrupt.com/misc/mdb14-11445.pdf
         represented by: Lawrence Heffner, Esq.
                         RUSSELL & HEFFNER, LLC
                         E-mail: lheffner@prodigy.net

In re James Archibald
   Bankr. D. N.H. Case No. 14-10173
      Chapter 11 Petition filed January 31, 2014

In re Heidi Archibald
   Bankr. D. N.H. Case No. 14-10177
      Chapter 11 Petition filed January 31, 2014

In re Randy Stephens
   Bankr. E.D.N.C. Case No. 14-00579
      Chapter 11 Petition filed January 31, 2014

In re Yolanda Edwards
   Bankr. E.D. Pa. Case No. 14-10787
      Chapter 11 Petition filed January 31, 2014

In re TechSelect Tools, LLC
   Bankr. N.D. Tex. Case No. 14-40434
     Chapter 11 Petition filed January 31, 2014
         See http://bankrupt.com/misc/txnb14-40434.pdf
         represented by: Behrooz P. Vida, Esq.
                         THE VIDA LAW FIRM, PLLC
                         E-mail: filings@vidalawfirm.com

In re Greater Denbigh Community Church of God in Christ, Inc.
   Bankr. E.D. Va. Case No. 14-50130
     Chapter 11 Petition filed January 31, 2014
         See http://bankrupt.com/misc/vaeb14-50130.pdf
         represented by: Nathaniel J. Webb, III, Esq.
                         E-mail: bankruptcy@natwebb.hrcoxmail.com

In re John J. Carli Jr. Automotive Repair, LLC
        dba Carli's Sunoco
   Bankr. E.D. Pa. Case No. 14-10837
     Chapter 11 Petition filed February 2, 2014
         See http://bankrupt.com/misc/paeb14-10837.pdf
         represented by: Robert H. Holber, Esq.
                         LAW OFFICE OF ROBERT H. HOLBER, P.C.
                         E-mail: rholber@holber.com

In re GameChanjers, LLC
   Bankr. N.D. Cal. Case No. 14-40478
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/canb14-40478.pdf
         represented by: S. R. Mitchell, Esq.
                         LAW OFFICES OF S.R. MITCHELL

In re Markus Mueller Dombois
   Bankr. N.D. Cal. Case No. 14-40482
      Chapter 11 Petition filed February 3, 2014

In re Southmark Land Co.
   Bankr. M.D. Ga. Case No. 14-50247
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/gamb-14-50247.pdf
         Filed Pro Se

In re Rodney's BBQ and Catering, Inc.
   Bankr. N.D. Ga. Case No. 14-40232
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/ganb14-40232.pdf
         represented by: Paul Reece Marr, Esq.
                         PAUL REECE MARR, P.C.
                         E-mail: paul@paulmarr.com

In re Sab 81, Inc.
   Bankr. N.D. Ga. Case No. 14-52250
     Chapter 11 Petition filed February 3, 2014

In re Winston E. Nurse, as Trustee of the Affordable Homes of
Atlanta Land Trust
   Bankr. N.D. Ga. Case No. 14-52325
     Chapter 11 Petition filed February 3, 2014

In re World Wide Trading, Inc.
   Bankr. N.D. Ga. Case No. 14-52334
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/ganb14-52334.pdf
         represented by: Joel M. Haber, Esq.
                         LAW OFFICE OF JOEL M. HABER
                         E-mail: joel@joelhaber.com

In re Pediatrics at Whitlock, P.C.
   Bankr. N.D. Ga. Case No. 14-52367
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/ganb14-52367.pdf
         represented by: Paul Reece Marr, Esq.
                         PAUL REECE MARR, P.C.
                         E-mail: paul@paulmarr.com

In re Steven Zeidler
   Bankr. N.D. Ill. Case No. 14-03426
      Chapter 11 Petition filed February 3, 2014

In re Bingham Partners, Inc.
   Bankr. W.D. Mich. Case No. 14-00551
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/miwb14-00551.pdf
         represented by: James W. Boyd, Esq.
                         KUHN DARLING BOYD & QUANDT, PLC
                         E-mail: jwboyd@zimmerman-kuhn.com

In re P.D.M. Company
   Bankr. W.D. Mich. Case No. 14-00552
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/miwb14-00552.pdf
         represented by: James W. Boyd, Esq.
                         KUHN DARLING BOYD & QUANDT, PLC
                         E-mail: jwboyd@zimmerman-kuhn.com

In re Reza Athari
   Bankr. D. Nev. Case No. 14-10723
      Chapter 11 Petition filed February 3, 2014

In re Reza Athari & Associates, PLLC
   Bankr. D. Nev. Case No. 14-10724
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/nvb14-10724.pdf
         represented by: Mark B. Pyper, Esq.
                         OWENS & PYPER, PLC
                         E-mail: pyperlaw@aol.com

In re Esteban Gudino
   Bankr. D. Nev. Case No. 14-10730
      Chapter 11 Petition filed February 3, 2014

In re Semion Kronenfeld
   Bankr. D. Nev. Case No. 14-10736
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/nvb14-10736.pdf
         represented by: Joseph A. Scalia, II, Esq.
                         THE SCALIA LAW FIRM
                         E-mail: bankruptcy@josephscalia.com

In re King-Cabrera Realty, LLC
   Bankr. D.N.J. Case No. 14-11910
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/njb14-11910.pdf
         represented by: John W. Hargrave, Esq.
                         JOHN W. HARGRAVE & ASSOCIATES
                         E-mail: info@hargravelaw.com

In re SCST Realty Group, LLC
   Bankr. E.D. Pa. Case No. 14-10856
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/paeb14-10856.pdf
         represented by: Harry J. Giacometti, Esq.
                         FLASTER GREENBERG, P.C.
                     E-mail: harry.giacometti@flastergreenberg.com

In re Giselle Ortiz
   Bankr. D.P.R. Case No. 14-00741
      Chapter 11 Petition filed February 3, 2014

In re JSN Investments, LLC
        dba Shoppes of Congaree
   Bankr. D. S.C. Case No. 14-00662
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/scb14-00662.pdf
         represented by: Randy A. Skinner, Esq.
                         SKINNER LAW FIRM, LLC
                         E-mail: main@skinnerlawfirm.com

In re John Singletary
   Bankr. D. S.C. Case No. 14-00682
      Chapter 11 Petition filed February 3, 2014

In re Richard Anthony Rutherford
   Bankr. E.D. Tenn. Case No. 14-30281
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/tneb14-30281.pdf
         represented by: John P. Newton, Jr., Esq.
                         LAW OFFICES OF MAYER & NEWTON
                         E-mail: mayerandnewton@richardmayer.com

In re Karl Hampton
   Bankr. M.D. Tenn. Case No. 14-00781
      Chapter 11 Petition filed February 3, 2014

In re United Card Group Corporation
   Bankr. N.D. Tex. Case No. 14-40531
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/txnb14-40531.pdf
         represented by: David Max Seeberger, Esq.
                         DAVID M. SEEBERGER LAW OFFICE
                         E-mail: dseeberger@sbcglobal.net

In re Toni Joplin
   Bankr. N.D. Tex. Case No. 14-40533
      Chapter 11 Petition filed February 3, 2014

In re Gandara Investments, Inc.
        fdba Bramblet & Gandara Investments, Inc.
   Bankr. W.D. Tex. Case No. 14-30168
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/txwb14-30168.pdf
         represented by: E. P. Bud Kirk, Esq.
                         E-mail: budkirk@aol.com

In re Big Bend Minerals, LLC
   Bankr. W.D. Tex. Case No. 14-70013
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/txwb14-70013.pdf
         represented by: Max R. Tarbox, Esq.
                         TARBOX LAW, P.C.
                         E-mail: max@tarboxlaw.com

In re Heritage Foods Jacksonville, Inc.
   Bankr. E.D. Va. Case No. 14-70347
     Chapter 11 Petition filed February 3, 2014
         See http://bankrupt.com/misc/vaeb14-70347.pdf
         represented by: Joseph T. Liberatore, Esq.
                         CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                         E-mail: jliberatore@clrbfirm.com



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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