TCR_Public/140207.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, February 7, 2014, Vol. 18, No. 37

                            Headlines

22ND CENTURY: Widens Net Loss to $26.1 Million in 2013
AERCAP HOLDINGS: Fitch Expects to Equalize IDR at BB+ on ILFC Deal
APPLIED MINERALS: Chemical Industry Veteran Appointed to Board
APTEAN INC: S&P Assigns 'B' CCR & Rates $340MM Secured Loan 'B+'
ASSOCIATED BANC-CORP: Fitch Hikes Preferred Stock Rating to 'B+'
BANK OF UNION: Oklahoma Bank Is Second in U.S. to Fail This Year

BERRY PLASTICS: Posts $6 Million Net Income in Fiscal Q1
BIOLIFE SOLUTIONS: Effecting a 1-for-14 Reverse Stock Split
BLITZ USA: Delaware Court Approves Plan, Establishment of Trusts
BONDS.COM GROUP: Exploring Strategic Alternatives
BOWERY TOWER: Files to Stop Imminent Foreclosure

CARAUSTAR INDUSTRIES: S&P Affirms 'B+' CCR; Outlook Stable
CASA GRANDE: Arizona Hospital in Chapter 11 to Sell to Banner
CASA GRANDE: Has Stipulation for Use of Cash Collateral
CASA GRANDE: Section 341(a) Meeting Set on March 13
CATHAY GENERAL: Fitch Affirms 'BB+' Long-Term Rating

CELL THERAPEUTICS: Had $51.5MM Net Financial Standing at Dec. 31
CEREPLAST INC: Receives Notice of Sale of Collateral
CHAMPION INDUSTRIES: Sr. VP Robert Pruett Resigns
CIRCLE STAR: Sells Share of Unit Royalty for $2 Million
CITY NATIONAL: Fitch Affirms 'BB' Preferred Stock Rating

COLOR STAR: Committee Objects to Continued Cash Collateral Use
CONSTAR INTERNATIONAL: Schedules Filing Deadline Moved to Feb. 19
COTTONWOOD ESTATES: Claims Bar Date Set for March 7
CULLEN/FROST BANKERS: Fitch Affirms 'BB+' Preferred Stock Rating
DETROIT, MI: Schuette Opposes Pension Cuts

EAST WEST CAPITAL: Fitch Affirms 'BB-' Preferred Secs. Rating
EDGENET INC: Hearing on Further Cash Collateral Use on Feb. 11
EDISON MISSION: Creditors Agree That Retirees Panel Unnecessary
EMPIRE DIE: Claims Bar Date Set for Feb. 28
EQUIPMENT ACQUISITION: 5th Cir. Upholds IRS Immunity

EXIDE TECHNOLOGIES: Can Tap Schnader Harrison as Special Counsel
FIRST HORIZON: Fitch Affirms 'B+' Preferred Stock Rating
FIRST NAT'L BANK OF OMAHA: Fitch Affirms 'BB+' Sub. Debt Rating
FIRST NIAGARA: Fitch Affirms 'BB+' Subordinated Debt Rating
FIRST REPUBLIC: Fitch Hikes Preferred Stock Rating to 'BB'

FREEDOM INDUSTRIES: Secures $3 Million Interim Loan
FRIEDE GOLDMAN: 5th Cir. Revives Insurers' Suit v. Holloway
FULTON CAPITAL: Fitch Affirms 'BB' Preferred Stock Rating
GOLDKING HOLDINGS: Wants Until May 27 to File Reorganization Plan
GOLDKING HOLDINGS: Wants More Time to Decide on Leases

GOLDKING HOLDINGS: Proposes March 5 Auction for Assets
GREEN FIELD ENERGY: Feb. 27 Hearing to Approve Restructuring Pact
GREEN FIELD ENERGY: Wants Lease Decision Extension Until May 27
GROEB FARMS: Committee Wants Chapter 11 Case Open Until August
HAWAII OUTDOOR: Cash Collateral Hearing Continued Until March 17

HAYES LEMMERZ: Union Fails in Bid to Dismiss "Laber" Suit
HOYT TRANSPORTATION: Taps Greenberg Traurig as Litigation Counsel
HOYT TRANSPORTATION: May Close Acquisition of Atlantic's Assets
IGPS COMPANY: Court Reclassifies Perkins Coie Claim as Unsecured
INTERNATIONAL LEASE: Fitch Expects to Equalize IDR at 'BB+'

JACOB P. SURMA: Court Says Plan "Patently Unconfirmable"
KEYWELL LLC: Has Until March 31 to Decide on U.S. Steel Lease
KEYWELL LLC: Has Until April 15 to Propose Chapter 11 Plan
LABORATORY PARTNERS: Wants Plan Exclusivity Extended to April 23
LAFAYETTE YARD: Trenton Wants Retention Plan Denied

LAFAYETTE YARD: Court Approves Stipulation With Veolia Energy
LAGUNA BRISAS: Court Okays Auction of Best Western Hotel
LOUDOUN HEIGHTS: Hires Frank Bredimus as Bankruptcy Counsel
LOUDOUN HEIGHTS: Taps Richard Gallagher as Accountant
MICHAEL ROSEBAR: Facing Sanctions After No-Show in Rule 2004 Exam

MIDTOWN SCOUTS: Has Until March 14 to Propose Reorganization Plan
MOSS FAMILY: Hearing on Cash Collateral Use Moved to June 17
MOUNTAIN PROVINCE: Provides Gahcho Kue Project Update
MT. LAUREL LODGING: Court Approves Perkins Coie as Bankr. Counsel
MUNDY RANCH: PBGC Calls Shareholder Deal "Sub Rosa" Plan

NEWPAGE HOLDINGS: Verso Tenders Come Up Short in Acquisition
NORTEL NETWORKS: E&Y to Be Paid At Least $3.9MM for 2014 Work
NPS PHARMACEUTICALS: BlackRock Stake at 6.7% as of Dec. 31
OPTIMUMBANK HOLDINGS: Independent Director Resigns
ORCKIT COMMUNICATIONS: Noteholders Submit Arrangement Proposal

PERSONAL COMMUNICATIONS: Panel Wins Okay to Retain Cousins Chipman
PERSONAL COMMUNICATIONS: Parties Balk at Approval of Plan Outline
PORTER BANCORP: Incurs $1.02-Mil. Net Loss in Fourth Quarter
QUALITY DISTRIBUTION: BlackRock Stake at 5.6% as of Dec. 31
QUANTUM CORP: BlackRock Stake at 5.8% as of Dec. 31

QUANTUM FUEL: Hudson Bay Stake Down to 3.8%
RADIOSHACK CORP: BlackRock Stake at 6.2% as of Dec. 31
RITZ CAMERA: Court Narrows Claims in Avoidance Suit v. Canon
SEQUENOM INC: BlackRock Stake at 7.6% as of Dec. 31
SHUANEY IRREVOCABLE: U.S. Trustee Wants Case Converted to Ch.7

SILVERADO STREET: Section 341(a) Meeting Set on March 4
SIMPLY WHEELZ: Postal Service Fails to Deliver Some Mails
SINCLAIR BROADCAST: BlackRock Has 6.1% of Class A Shares
SOUTHERN MONTANA ELECTRIC: May Use Cash Collateral Until Feb. 28
SOUTHERN MONTANA: Fergus & Beartooth Asks for Ch. 7 Conversion

SPANISH BROADCASTING: BlackRock Stake at 5.1% as of Dec. 31
SR REAL ESTATE: Has Until April 18 to File Chapter 11 Plan
ST. FRANCIS' HOSPITAL: Competing Offers Due Feb. 10
STACY'S INC: Committee Objects to Plan Outline, Hearing on Feb. 12
SYNOVUS FINANCIAL: Fitch Affirms 'B' Short-Term IDR Rating

TFC FINANCIAL: Fitch Affirms 'B' Preferred Stock Rating
TLC HEALTH: Ombudsman Hires Gleichenhaus Marchese as Counsel
TRILITO INC: Asks Court to Dismiss Chapter 11 Case
TRILITO INC: Section 341(a) Meeting Slated for Feb. 14
TUOMEY HEALTHCARE: S&P Revises Outlook on 'CCC' Rating to Neg.

VARITALK INC: Appeals Court Directs Trial in Malpractice Suit
WEBALO INC: Mobile-Phone App Developer Files in Los Angeles
WEBSTER FINANCIAL: Fitch Affirms 'B+' Preferred Stock Rating
WEST CORP: Posts $50.3 Million Net Income in Fourth Quarter
WESTMORELAND COAL: Exec. Chairman Has Base Salary of $750,000

WINTRUST FINANCIAL: Fitch Affirms 'B+' Preferred Stock Rating
WJO INC: Chapter 11 Trustee Hires Sklar Law as Special Counsel
WORLD IMPORTS: Claim Bar Date Set for March 3
WPCS INTERNATIONAL: Appoints Marcum LLP as New Accountants
WPCS INTERNATIONAL: Hudson Bay Stake at 9.9% as of Dec. 31

* Supreme Court Turns Away Bankruptcy-Equity Case

* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525


                             *********


22ND CENTURY: Widens Net Loss to $26.1 Million in 2013
------------------------------------------------------
22nd Century Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $26.15 million on $7.27 million of revenue for the
year ended Dec. 31, 2013, as compared with a net loss of $6.73
million on $18,775 of revenue for the year ended Dec. 31, 2012.
The Company incurred a net loss of $1.34 million in 2011.

As of Dec. 31, 2013, the Company had $12.28 million in total
assets, $4.76 million in total liabilities and $7.52 million in
total shareholders' equity.

Freed Maxick CPAs, P.C., in Buffalo, New York, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The accounting firm
previously expressed substantial doubt about the Company's ability
to continue as a going concern in their audit report on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that 22nd Century has
suffered recurring losses from operations and as of Dec. 31, 2012,
has negative working capital of $3.3 million and a shareholders'
deficit of $6.1 million.  Additional capital will be required
during 2013 in order to satisfy existing current obligations and
finance working capital needs as well as additional losses from
operations that are expected in 2013, the report added.

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

                        http://is.gd/7q9Nrm

                        About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.


AERCAP HOLDINGS: Fitch Expects to Equalize IDR at BB+ on ILFC Deal
------------------------------------------------------------------
The expected closing of AerCap Holdings NV's (AerCap) acquisition
of International Lease Finance Corp. (ILFC) in the second quarter
will mark an important and positive turning point for the aircraft
leasing industry, according to Fitch Ratings.  On completion of
the acquisition, a long period of lessor ownership uncertainty
will come to an end, and strong public market acceptance of the
deal is a credit positive for the entire industry.

The sale of ILFC by AIG represents the last transfer of a large
fleet of leased aircraft (more than 900), following RBS's sale of
its leased aircraft fleet in 2012 and CIT's re-emergence from
bankruptcy.  "Once the AerCap deal closes, we believe material
consolidation in the industry will be complete, with two large
players (AerCap and GECAS) controlling close to half of all
lessor-owned aircraft globally.  However, there may still be M&A
opportunities for the smaller players," Fitch said.

Smaller lessors may feel increased pressure to sell or combine
with another player to achieve the critical mass necessary to
compete effectively in a more consolidated industry. "We believe
scale plays an important role in driving lessors' financial
performance, particularly given the need to shift leased aircraft
out of underperforming regional markets.  Returns to scale tend to
diminish, however, with reduced benefits appearing once lessor
fleets reach 200-300 aircraft," Fitch said.

Following AIG's exit from the business, the strategic uncertainty
surrounding ILFC's ultimate buyer will be resolved after more than
five years.  "We think this is an important step for the industry,
ending ownership uncertainty and transferring assets to a pure-
play lessor.  Additionally, the mark-to-market of ILFC's fleet
could lead to improved support for aircraft valuations since risks
of any further aircraft impairments will be reduced in the
transaction.  We expect AerCap to continue pursuing an active
aircraft trading strategy, which will support activity in the
secondary market," Fitch said.

Over time, the increase in AerCap's market capitalization should
lead to improved access to equity markets for other aircraft
lessors.  "This could lead more lessors to contemplate public
equity offerings. Air Lease Corp. has been the only aircraft
lessor to IPO since 2007, but we expect more activity as private
equity sponsors continue to look for exit opportunities. Increased
liquidity and trading volume, supported by strong equity market
performance over the last 18 months, should lead to a better
funding environment with strong public participation, a positive
for credit," Fitch said.

AerCap's Issuer Default Rating (IDR) is currently on Rating Watch
Negative, while ILFC's IDR is on Rating Watch Positive.  Upon
consummation of the acquisition, Fitch expects to equalize the
IDRs of the two companies at 'BB+'.


APPLIED MINERALS: Chemical Industry Veteran Appointed to Board
--------------------------------------------------------------
Applied Minerals, Inc., appointed Robert Betz, a veteran chemical
industry executive with 40 years of experience, to its Board of
Directors.

From 2000 through his retirement in 2002, Mr. Betz was the
president of Cognis Corp., the North American division of Cognis
GmbH, a $4 billion worldwide supplier of specialty chemicals and
nutritional ingredients spun off from Henkel AG & Company.  From
1989 through 2000 Mr. Betz held a number of management positions
at Henkel including executive VP and president of its Emery Group,
a leading manufacturer of oleochemicals, and president of its
Chemicals Group for North America.

From 1979 through 1989, Mr. Betz worked in a number of
manufacturing and operations capacities for the Emery Division of
National Distillers and Chemicals Corp., eventually rising to
president of the division.  Mr. Betz began his career in the
specialty chemicals industry by joining Emery Industries in 1963.
Between 1963 and 1979 he worked for the company as Market
Development Representative, Manager of Corporate Planning, Vice
President of Operations - Emery (Canada), Manager of Corporate
Development, and General Manager of Business Groups.  Emery
Industries was sold to National Distillers and Chemicals Corp. in
1979.

Since 2003, Mr. Betz has been the owner of Personal Care
Ingredients, LLC, a privately owned marketer of natural products
to the personal care industry.  Mr. Betz also serves as a director
for Bio-Botanica, a manufacturer of natural extracts, and The
Plaza Group, a marketer of petrochemicals.

Mr. Betz holds a B.S. in Chemical Engineering and an M.B.A. from
the University of Cincinnati.  He's also attended the Program for
Management Development at Harvard University.

"We are very pleased to welcome Bob to the Applied Minerals
Board," said John F. Levy, Chairman of the Board.  "Bob not only
has deep experience in the specialty chemical business but also
has proven success as a senior executive at a number of firms.
His significant industry knowledge and management expertise will
be very valuable to the Board and the Company."

"I am excited to join the board of a company with such great
potential and one that has assembled such a talented team of
professionals," said Robert Betz.  "I look forward to working with
the Company as it commercializes its unique line of halloysite and
iron oxide products."

                      About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

Applied Minerals incurred a net loss of $9.73 million in 2012 as
compared with a net loss of $7.43 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $16.90 million in total
assets, $13.25 million in total liabilities and $3.64 million in
total stockholders' equity.

                         Bankruptcy Warning

"The Company has had to rely mainly on cash flow generated from
the sale of stock and convertible debt to fund its operations.  If
the Company is unable to fund its operations through the
commercialization of its minerals at the Dragon Mine, it may have
to file bankruptcy, as there is no assurance of the foregoing,"
the company said in its annual report for the year ended Dec. 31,
2012.


APTEAN INC: S&P Assigns 'B' CCR & Rates $340MM Secured Loan 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Atlanta-based Aptean Inc.  The outlook
is stable.

At the same time, S&P assigned a 'B+' issue-level rating with a
recovery rating of '2' to the company's proposed $25 million
revolving credit facility and $315 million senior secured first-
lien credit term loan B.  The '2' recovery rating indicates S&P's
expectation for substantial (70% to 90%) recovery of principal in
the event of a default.  S&P also assigned a 'CCC+' issue-level
rating with a '6' recovery rating to the proposed $100 million
senior secured second-lien term loan B.  The '6' recovery rating
indicates S&P's expectation for negligible (0% to 10%) recovery of
principal in the event of a default.

"The ratings reflect our view of Aptean's 'weak' business risk
profile and 'highly leveraged' financial risk profile (as defined
by our criteria)," said Standard & Poor's credit analyst Martha
Toll-Reed.

S&P's business risk assessment incorporates the company's limited
operational scale and modest competitive position compared with
larger competitors with significantly more resources in the highly
competitive, global enterprise software industry.  These factors
are partially offset by the company's significant base of
contractually recurring revenues, increased focus on customer
retention, and improved operating profitability.  Aptean is a
global provider of enterprise resource planning (ERP), customer
relationship management (CRM), supply chain management (SCM), and
other enterprise software solutions.  S&P views the company's
financial risk profile as "highly leveraged" as a result of its
high debt leverage, with pro forma 2014 debt to EBITDA of about 8x
(including our treatment of preferred stock as debt), and an
aggressive financial policy.  S&P views the industry risk as
"intermediate" and the country risk as "very low".

The stable outlook reflects S&P's expectation that high levels of
recurring revenue with strong customer renewal rates, and new
software sales in Aptean's strategic growth areas, will stabilize
revenue and generate consistent EBITDA margins over the near-to-
intermediate term.  The current rating does not incorporate
material debt-financed acquisitions or dividends.

S&P could lower the rating if a deterioration in customer
retention or lack of new software sales leads to a material
decline in revenues and EBITDA.  S&P could also lower the rating
if earnings weakness or aggressive financial policies lead to
less-than-adequate liquidity, including less than 15% headroom
under the incurrence-based revolver covenant.

S&P views an upgrade as unlikely in the next 12-24 months, given
pro-forma leverage of about 8x, and S&P's expectation that
Aptean's current ownership structure will preclude sustained
deleveraging.


ASSOCIATED BANC-CORP: Fitch Hikes Preferred Stock Rating to 'B+'
----------------------------------------------------------------
Fitch Ratings has upgraded Associated Banc-Corp.'s (ASBC) ratings
to 'BBB'/'F2' from 'BBB-'/'F3'.  The Rating Outlook was revised to
Stable from Positive.

KEY RATING DRIVERS - IDRS, VRs, and SENIOR DEBT

The upgrade reflects Fitch's view that management has taken
meaningful steps over recent periods to de-risk the bank's balance
sheet and has positioned the bank to generate reasonable returns
relative to its risk profile going forward.  The Stable Outlook
reflects Fitch's view that the company's ratings are fairly
constrained at 'BBB' given its relatively weaker core earnings
power when compared to higher rated peers as well as the
expectation that capital will continue to be managed at levels
comparable with similarly rated peers.

Fitch observes that at 4Q'13 ASBC had non-performing assets (NPAs)
of 2.1%, below the mid-tier regional peer group average and well
below other 'BBB-' rated banks.  Management has reduced the dollar
volume of NPAs by 20% over the last year, all while keeping net
charge-offs (NCOs) below 35bps on average each quarter.

Asset quality improvement has coincided with the maintenance of
strong capital levels, even with the bank increasing its quarterly
dividend and level of share buybacks.  ASBC had Basel III T1C of
around 11% at 4Q'13, much higher than regulatory minimums.
Management has indicated that it will manage the level down to
between 8% and 9.5% through additional share buybacks, organic
loan growth and/or an acquisition.  Fitch's expectation that the
company will manage capital appropriately and at levels
commensurate with growth is reflected in the rating action as well
as the Outlook Stable.

Ratings are constrained to their current level over the long term
given Fitch's expectations that core earnings power will continue
to be tepid in the current low-rate, low-growth environment.
Associated's pre-provision net review to average assets (PPNR/AA)
has averaged under 1.2% over the last five quarters, primarily
challenged by a compressing net interest margin (NIM; down 15bps
year over year to 3.13%) and higher overhead costs related to
updating technology and branches.  While the company has been
taking steps to cut overhead, mainly by consolidating branches,
its efficiency ratio has remained elevated in the high 60%'s,
considerably higher than similarly rated peers.

Bottom line results have been aided by reserve releases which were
nearly 10% of pre-tax income during 2013.  Fitch believes support
from asset quality improvement will dwindle and ASBC's return on
assets (ROA) will fluctuate between 70-75bps from quarter to
quarter going forward.  Fitch expects that the company will gain
reasonable efficiencies in future quarters that could add to the
bottom line.  This expectation is reflected in the bank's 'BBB'
rating and Stable Outlook.

RATING SENSITIVITIES - IDRS, VRs, and SENIOR DEBT

As indicate above, Fitch expects ASBC's ratings to be constrained
at their current level and sees little upward rating movement over
the long term.

ASBC has reported moderate growth in oil and gas (O&G) and power
and utility (P&U) lending.  Given growth in this sector and ASBC's
upper Midwestern footprint, the company's ratings remain sensitive
to credit quality in the portfolio.  C&I lending, in general, has
become an increasingly competitive asset class.  Deterioration in
the underlying asset quality of the O&G and/or P&U books would
likely pressure ASBC's Rating Outlook.  Moreover, excessive growth
in this portfolio relative to the overall portfolio and capital
could have an adverse impact on the company's rating over time.

Fitch will monitor the pace at which ASBC's capital is managed
down and could take negative rating action or revise the bank's
Outlook to Negative should management take actions outside of what
it has publically stated that result in capital levels below their
targets.  ASBC has also indicated that it is interested in doing a
reasonably sized acquisition in the near- to intermediate-term.
Fitch would likely review ASBC's ratings in conjunction with such
a transaction to assess its potential impact on the bank's capital
levels post-merger, the potential costs (and cost savings), as
well as the new management team of the combined entity.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by ASBC and its
subsidiaries are all notched down from ASBC's Viability Rating
(VR) of 'bbb' in accordance with Fitch's assessment of each
instrument's respective non-performance and relative Loss Severity
risk profiles, which vary considerably.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

ASBC's subordinated debt and other hybrid capital ratings are is
sensitive to changes in ASBC's VR. Rating sensitivities for the VR
are listed above.

SUBSIDIARY AND AFFILIATED COMPANY KEY RATING DRIVERS

Associated Bank, NA is a wholly owned subsidiary of ASBC.
Associated Bank, NA's ratings are aligned with ASBC reflecting
Fitch's view that the bank subsidiary is core to the franchise.

SUBSIDIARY AND AFFILIATED COMPANY RATING SENSITIVITIES

Associated Bank, NA's ratings are sensitive to changes to ASBC's
VR or any changes to Fitch's view of structural subordination
between a bank subsidiary and holding company.  Rating
sensitivities for the VR are listed above.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

ASBC's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.

KEY RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

ASBC's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption of ability to procure extraordinary support in
case of need.

Fitch reviewed ASBC's ratings as part of the mid-tier regional
bank review.  The 19 banks in the review include: Associated Banc-
Corp (ASBC), BOK Financial Corp (BOKF), Cathay General Bancorp
(CATY), City National Bancorp (CYN),Cullen/Frost Bankers, Inc
(CFR), East West Bancorp, Inc. (EWBC), First Horizon National Corp
(FHN), First National of Nebraska, Inc. (FNNI), First Niagara
Financial Group, Inc. (FNFG), First Republic Bank (FRC), First
Merit (FMER), Fulton Financial Corp (FULT), Hancock Holding
Company (HBHC), People's United Financial, Inc. (PBCT), Synovus
Financial Corp (SNV), TCF Financial Corp (TCB), UMB Financial
Corporation (UMB), Webster Financial Corp (WBS), Wintrust (WTFC).

Fitch has upgraded the following ratings with a Stable Outlook:

Associated Banc-Corp.

-- Long-term Issuer Default Rating (IDR) to 'BBB' from 'BBB-';
-- Senior unsecured debt to 'BBB' from 'BBB-';
-- Viability rating to 'bbb' from 'bbb-';
-- Subordinated debt to 'BBB-' from 'BB+';
-- Preferred stock to 'B+' from 'B';
-- Short-term IDR to 'F2' from 'F3';
-- Commercial paper to 'F2' from 'F3'.

Associated Bank, NA

-- Long-term IDR to 'BBB' from 'BBB-';
-- Viability rating to 'bbb' from 'bbb-';
-- Long-term deposits to 'BBB+' from 'BBB';
-- Long-term senior debt to 'BBB' from 'BBB-';
-- Short-term IDR to 'F2' from 'F3'.

Associated Trust Company, NA
--Long-term IDR to 'BBB' from 'BBB-';
--Viability to 'bbb' from 'bbb-';
--Short-term IDR to 'F2' from 'F3'.

Fitch has affirmed the following ratings:

Associated Banc-Corp.

-- Support at '5';
-- Support floor at 'NF'.

Associated Bank, NA

-- Support at '5';
-- Support floor at 'NF';
-- Short-term deposits at 'F2'.

Associated Trust Company, NA

-- Support at '5';
-- Support floor at 'NF'.


BANK OF UNION: Oklahoma Bank Is Second in U.S. to Fail This Year
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bank of Union in El Reno, Oklahoma, is the year's
second bank failure.

According to the report, the bank was taken over on Jan. 24 by
regulators, and its two branches were transferred to BancFirst of
Oklahoma City.

Bank of Union had $328.8 million of deposits in September, and the
failure was estimated to cost the Federal Deposit Insurance Corp.
$70 million, the report related.

In 2013, there were 24 bank failures, about half the number from
the year before and the fewest since 2007, when there were three,
the report pointed out. Failed banks last year had a combined $6
billion in assets.

In terms of number of bank takeovers, 2010 had the most since 1992
with 157 failures, the report said.  Measured by assets, the most
was $371 billion in 2008 when there were 25 failures.


BERRY PLASTICS: Posts $6 Million Net Income in Fiscal Q1
--------------------------------------------------------
Berry Plastics Group, Inc., reported net income of $6 million on
$1.14 billion of sales for the quarterly period ended Dec. 28,
2013, as compared with a net loss of $10 million on $1.07 billion
of net sales for the quarterly period ended Dec. 29, 2012.

As of Dec. 28, 2013, the Company had $5.26 billion in total
assets, $5.44 billion in total liabilities and a $183 million
stockholders' deficit.

"Despite the continued pressure from increasing raw material costs
coupled with subdued consumer and customer demand, we finished the
quarter in line with our expectations and with our previously
announced full fiscal year guidance, while generating solid free
cash flow," said Jon Rich, chairman and CEO of Berry Plastics.

"The actions we have taken over the past year, and up through the
recent quarter, have been consistent with our strategic goals to
increase shareholder value," said Rich.  "We continued to invest
in research and development, marketing and capital equipment to
support our organic growth strategy.  We made a very important
step in expanding our international footprint through our
acquisition of a controlling interest in Qingdao P&B Co., Ltd.,
and also completed a synergistic, bolt-on acquisition through the
addition of Graphic Packaging's Flexible Plastics and Film
business."

A copy of the press release is available for free at:

                        http://is.gd/4CjASP

                        About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BIOLIFE SOLUTIONS: Effecting a 1-for-14 Reverse Stock Split
-----------------------------------------------------------
The Board of Directors of  BioLife Solutions, Inc., determined to
set the reverse stock split ratio at one-for-fourteen (1:14) and
approved the final form of Certificate of Amendment to the
Certificate of Incorporation to effectuate the Reverse Stock
Split.  The Certificate of Amendment was filed with the Secretary
of State of the State of Delaware on Jan. 24, 2014, and the
Reverse Stock Split became effective in accordance with the terms
of the Certificate of Amendment at 3:01 a.m. Eastern Standard Time
on Jan. 29, 2014.

At the Effective Time, every fourteen shares of Common Stock
issued and outstanding were automatically combined into one share
of issued and outstanding Common Stock, without any change in the
par value per share.

No fractional shares will be issued as a result of the Reverse
Stock Split.  Stockholders who otherwise would be entitled to
receive a fractional share in connection with the Reverse Stock
Split will have that fractional share rounded up to the nearest
whole share.

American Stock Transfer and Trust Company, LLC, is acting as
exchange agent for the Reverse Stock Split and will send
instructions to stockholders of record who hold stock certificates
regarding the exchange of certificates for Common Stock.
Stockholders who hold their shares in brokerage accounts or
"street name" are not required to take any action to effect the
exchange of their shares following the Reverse Stock Split.

On Jan. 29, 2014, the Common Stock commenced quoting on the OTCQB
on a Reverse Stock Split-adjusted basis.  The Common Stock will be
reported for 20 business days under the temporary ticker symbol
"BLFSD," with the "D" added to signify that the reverse stock
split has occurred.  After 20 business days, the symbol will
revert to the original symbol of "BLFS."  In connection with the
Reverse Stock Split, the Company's CUSIP number was changed to
09062W204.

The stockholders of BioLife Solutions had authorized the Board of
Directors of the Company to, in its discretion, amend the
Company's Amended and Restated Certificate of Incorporation to
effect a reverse split of the Company's common stock, par value
$0.001, at a ratio of between one-for-four (1:4) to one-for-
sixteen (1:16), with that ratio to be determined by the Board.

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

BioLife Solutions disclosed a net loss of $1.65 million in 2012,
as compared with a net loss of $1.95 million in 2011.  As of
Sept. 30, 2013, the Company had $3.20 million in total assets,
$16.06 million in total liabilities and a $12.85 million total
shareholders' deficiency.


BLITZ USA: Delaware Court Approves Plan, Establishment of Trusts
----------------------------------------------------------------
Blitz USA Inc., and its affiliated debtors are now poised to exit
Chapter 11 protection.  The Bankruptcy Court in Wilmington,
Delaware, on Jan. 30, 2014, entered Findings of Fact, Conclusions
of Law and Order Confirming Debtors' and Official Committee of
Unsecured Creditors' First Amended Joint Plan of Liquidation.

The Plan contemplates the separate substantive consolidation of
the USA Debtors and the BAH Debtors.  The USA Debtors are
comprised of: (1) Blitz Acquisition, LLC; (2) Blitz U.S.A., Inc.;
(3) MiamiOK, LLC (f/k/a F3 Brands, LLC); and (4) Blitz RE
Holdings, LLC.  The BAH Debtors are comprised of: (1) Blitz
Acquisition Holdings, Inc.; and (2) LAM 2011 Holdings, LLC.

The Plan establishes two trusts pursuant to section 105 of the
Bankruptcy Code: (i) a Blitz Personal Injury Trust that is
responsible for administration and payment of Blitz Personal
Injury Trust Claims; and (ii) a Blitz Liquidating Trust for the
benefit of Administrative Claims and General Unsecured Claims of
the USA Debtors.

As for the BAH Debtors, the Plan contemplates the appointment of
the BAH Plan Administrator who will have the responsibility of
liquidating all assets of the BAH Debtors and making distributions
to holders of Allowed Claims against the BAH Debtors (other than
the holders of Blitz Personal Injury Trust Claims).

The Blitz Personal Injury Trust will be funded with roughly $162
million in funds contributed by Wal-Mart and the Participating
Insurers, along with certain assigned insurance policies.
Specifically, Wal-Mart will conitrbute roughly $23.8 million (plus
waiving its rights to payment under the Participating Insurer
Policies and Assigned Blitz Insurance Policies) and the
Participating Insurers will contribute roughly $137.5 million.

The Blitz Liquidating Trust funded by the BAH Released Parties and
Wal-Mart to liquidate and make distributions for administrative
claims and general unsecured claims.  The Liquidating Trust is
funded through (i) payment of $6.25 million by the BAH Released
Parties, and (ii) Wal-Mart's release of account payables in the
amount of $1.54 million that are secured by Wal-Mart's right of
setoff.

The Plan further provides for the contribution of the Assigned
Insurance Policies to the Blitz Liquidating Trust as a source of
recovery for Pre-2007 Blitz Personal Injury Claims.

According to Blitz, the Plan is the result of many months of good
faith, arm's-length negotiations and encompasses a delicate
balance of important competing interests.  Both Chief Judge Kevin
Gross and the Honorable Richard Cohen (Ret.) were heavily involved
in supervising the negotiation process among the Debtors'
constituents that ultimately resulted in the Plan.

The trust structure and Channeling Injunction underlying the Plan
was the focal point of negotiations and the impetus behind the
funding contributions from Wal-Mart, the Participating Insurers
and the BAH Released Parties.

Upon the Effective Date, the Debtors will have resolved all
outstanding issues surrounding the Participating Insurer Policies
and will liquidate these assets (in conjunction with the
substantial contributions from Wal-Mart and the BAH Released
Parties) to provide meaningful recoveries for creditors.  Blitz
said the orderly and equitable resolution of Claims afforded by
these funding contributions cannot be effectuated without the
Releases and Channeling Injunction contemplated by the Plan.

The Bankruptcy Court approved the Disclosure Statement explaining
the Plan at a hearing on Dec. 18, allowing the Plan proponents to
solicit plan votes.  Kurtzman Carson Consultants LLC, the Debtors'
balloting agent, on Jan. 23 submitted a "Certification of P.
Joseph Morrow IV with Respect to the Tabulation of Votes on the
Debtors' and Official Committee of Unsecured Creditors' First
Amended Joint Plan of Liquidation", indicating that the Proponents
received overwhelming acceptances from the Voting Classes.

These classes were entitled to vote on the Plan: Class 3(a)
General Unsecured Claims against the USA Debtors; Class 3(b)
General Unsecured Claims against the BAH Debtors; Class 4(a) Blitz
Personal Injury Trust Claims against the USA Debtors; and Class
4(b) Blitz Personal Injury Trust Claims against the BAH Debtors.

A copy of the DISCLOSURE STATEMENT FOR DEBTORS' AND OFFICIAL
COMMITTEE OF UNSECURED CREDITORS' FIRST AMENDED JOINT PLAN OF
LIQUIDATION, dated Dec. 18, is available at no extra charge at:

     http://bankrupt.com/misc/BLITZUSAds_1plan.pdf

The Proponents received four objections to the Plan from: (i)
Carrie Larkin, Individually and as next friend of Rayne Newby, a
minor, and Billy Way Newby; (ii) Michael J. Bauman, Jr., Michael
Bauman, Sr., and Donna (Bauman) Greer; (iii) Estate of Joseph M.
Cataldi and Lori Cataldi in her capacity as guardian, parent and
natural guardian for minors Michael Cataldi and Brianna Cataldi;
and (iv) the Office of the United States Trustee.

The Newby Claimants argue, among other things, that the Releases
and Channeling Injunction as to Wal-Mart are improper, the Plan is
not in the best interest of creditors and the Insurance Settlement
should not be approved.  The Bauman Claimant -- See
http://is.gd/sUFY3K-- generally argues that the Plan violates
Michael J. Bauman, Jr.'s constitutional rights of due process and
equal protection.  The Cataldi Claimants argue that, in the event
they are precluded from filing their claims, the third-party
Releases are improper.  The U.S. Trustee -- see
http://is.gd/7Kw8rP-- argues that the exculpation provision in
the Plan is overbroad and that Proponents must meet their burden
to obtain the Releases as to the non-Debtor Protected Parties.

The Debtors defended their Plan in an 81-page MEMORANDUM OF LAW
AND OMNIBUS REPLY IN SUPPORT OF THE DEBTORS' AND OFFICIAL
COMMITTEE OF UNSECURED CREDITORS' FIRST AMENDED JOINT PLAN OF
LIQUIDATION, filed Jan. 24, a copy of which is available at no
extra charge at:

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

Wal-Mart also filed a MEMORANDUM OF LAW IN SUPPORT OF THE DEBTORS'
AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS' FIRST AMENDED JOINT
PLAN OF LIQUIDATION, dated Jan. 24, a copy of which is available
at no extra charge at:

     http://bankrupt.com/misc/BLITZUSAplanresponse2.pdf

In accordance with the confirmed the Plan, other than (a)
Administrative Expense Claims for which the Bankruptcy Court
established a previous Bar Date, including 503(b)(9) Claims and
Administrative Expense Claims arising during the period commencing
on the Petition Date and continuing through and including July 13,
2012, which were subject to a Bar Date of July 13, 2012, and (b)
Fees of Bankruptcy Professionals, any and all requests for payment
or proofs of Administrative Expense Claims must be filed with the
Bankruptcy Court no later than the first Business Day that is at
least 45 days after the Effective Date, unless otherwise ordered
by the Bankruptcy Court.  Objections to any Administrative Expense
Claims must be filed by the first Business Day that is 75 days
after the Effective Date, which objection date may be extended by
application to the Bankruptcy Court.

If the rejection of a contract or lease pursuant to any provision
of the Plan results in a Claim by the non-Debtor party or parties
to such contract or lease, that Claim will be forever barred and
shall not be enforceable against the Estates, the Blitz
Liquidating Trust, the Blitz Personal Injury Trust, their
successors or properties, unless a Proof of Claim is filed and
served on Blitz Liquidating Trustee or the BAH Plan Administrator,
as applicable, within 30 days of the notice of entry of the
Confirmation Order.

All materials required by the Personal Injury POC form (including
medical records and expert reports) and any materials to be
considered in support of a Special Circumstances claim must be
sent electronically by the holders of Blitz Personal Injury Claims
to the Blitz Personal Injury Trust, at:

     blitzclaim@litigationkc.com
     dhaltiwanger@rpwb.com and
     adr@richardcohen.net

so as to be received on or before Feb. 28, 2014 by 5:00 p.m.
Central Standard Time.  Materials received after this time will
not be considered by the Blitz Personal Injury Trust.

Counsel to Blitz Acquisition, LLC, Blitz RE Holdings, LLC, Blitz
U.S.A., Inc. and MiamiOK LLC (f/k/a F3 Brands LLC), are:

     Daniel J. DeFranceschi, Esq.
     Michael J. Merchant, Esq.
     RICHARDS, LAYTON & FINGER, P.A.
     One Rodney Square
     920 North King Street
     Wilmington, DE 19801
     Telephone: (302) 651-7700
     Facsimile: (302) 651-7701

Counsel for LAM 2011 Holdings, LLC and Blitz Acquisition Holdings,
Inc., are:

     Sean M. Beach, Esq.
     John Dorsey, Esq.
     YOUNG CONAWAY STARGATT & TAYLOR, LLP
     Rodney Square
     1000 North King Street
     Wilmington, DE 19801
     Telephone: (302) 571-6600
     Facsimile: (302) 571-1253

Counsel to the Official Committee of Unsecured Creditors are:

     Francis A. Monaco, Jr., Esq.
     Kevin J. Mangan, Esq.
     WOMBLE CARLYLE SANDRIDGE & RICE, LLP
     222 Delaware Avenue, Suite 1501
     Wilmington, DE 19801
     Telephone: (302) 252-4320
     Facsimile: (302) 252-4330

          - and -

     Jeffrey D. Prol, Esq.
     Mary E. Seymour, Esq.
     LOWENSTEIN SANDLER LLP
     65 Livingston Avenue
     Roseland, NJ 07068
     Telephone: (973) 597-2500
     Facsimile: (973) 597-2400

Counsel for Wal-Mart are:

     Laurie Selber Silverstein, Esq.
     Jeremy W. Ryan, Esq.
     R. Stephen McNeill, Esq.
     Ryan M. Murphy, Esq.
     POTTER ANDERSON & CORROON LLP
     1313 N. Market Street, 6th Floor
     Wilmington, DE 19801
     Tel: 302-984-6000

Counsel for the Bauman Claimants are:

     JONES WARD PLC
     Lawrence L. Jones II, Esq.
     Marion E. Taylor Building
     312 South Fourth Street, Sixth Floor
     Louisville, KY 40202
     Tel: (502) 882-6000
     Fax: (502) 587-2007
     E-mail: larry@jonesward.com

Local Counsel for the Bauman Claimants are:

     Xiaojuan Carrie Huang, Esq.
     3513 Concord Pike, Suite 3100
     Wilmington, DE 19803
     Tel: (302) 478-2900
     Fax: (302) 613-2528
     E-mail: huang@xhlegal.com

                      About Blitz U.S.A.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans. The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011. The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  Young
Conaway Stargatt & Taylor LLP represents Debtors LAM 2011
Holdings, LLC and Blitz Holdings, Inc.  The Debtors tapped Zolfo
Cooper, LLC, as restructuring advisor; and Kurtzman Carson
Consultants LLC serves as notice and claims agent.
SSG Capital Advisors LLC serves as investment banker.

Lowenstein Sandler PC from Roseland, New Jersey, as well as Womble
Carlyle Sandridge & Rice, LLP, of Wilmington, Delaware, represent
the Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma. Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps. Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.

Blitz announced in June 2012 it would abandon its efforts to
reorganize and instead to shut down operations by the end of July.
In September that year, the Troubled Company Reporter, citing
Sheila Stogsdill at Tulsa World, reported that the Bankruptcy
Court approved a $9.5 million offer from Toronto, Canada-based
Scepter Corporation to purchase Blitz USA, according to Philip
Monckton, Scepter's vice president of sales and marketing. Scepter
bought land, equipment and other assets. Scepter supplies about
20% of the USA market with gas cans. The report said the sale was
to become final on Sept. 28, 2012.


BONDS.COM GROUP: Exploring Strategic Alternatives
-------------------------------------------------
Bonds.com Group, Inc.'s board of directors is exploring and
evaluating strategic alternatives for the Company, including a
possible strategic investment, merger or sale of the Company.  The
Board of Directors has established a Special Committee consisting
entirely of independent directors to provide focus, assistance and
direct oversight of this process and has retained a financial
advisor.

The Company has not set a timetable for completion of the
evaluation process or made a decision to pursue any particular
transaction, and there can be no assurance that any transaction
will be pursued or completed.

George O'Krepkie, president of the Company, said: "As we begin
this next phase of development, we are encouraged by prospects
offered by potential partners for better serving our clients.  We
continue to conduct our business daily to meet client expectations
and needs."

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $6.05 million in total
assets, $4.09 million in total liabilities and $1.95 million in
total stockholders' equity.

EisnerAmper LLP, in New york, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations, and a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BOWERY TOWER: Files to Stop Imminent Foreclosure
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bowery Tower LLC, owner of the property at 78 Bowery
in Manhattan, went into a Chapter 11 reorganization (Bankr.
E.D.N.Y. Case No. 14-40340) on Jan. 28 in Brooklyn, New York, to
halt what the owner called "imminent foreclosure."

According to the report, the property, between Canal Street and
Hester Street, is worth $8.75 million, according to the petition.
Debt totals $14.73 million, including $8.7 million owing to the
holder of the mortgage.


CARAUSTAR INDUSTRIES: S&P Affirms 'B+' CCR; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Austell, Ga.-based Caraustar Industries
Inc.  The outlook is stable.

At the same time, S&P affirmed its 'BB' issue-level rating on the
company's existing $50 million asset-based revolving credit
facility and its 'B+' rating on its secured bank term.  The term
loan currently has a $333 million principal balance and will be
increased to $413 million via a $80 million add-on.  The
incremental loan proceeds will be used to fund a dividend to its
owners, including financial sponsor H.I.G. Capital LLC.

S&P's recovery rating on the $50 million revolving credit facility
is '1', indicating its expectation of very high recovery (90% to
100%) on that facility in the event of a default.  S&P has revised
the recovery rating on the $413 million term loan to '4' from '3',
indicating its expectation of average (30% to 50%) recovery for
lenders in the event of a payment default.

"The stable rating outlook reflects our expectation that credit
measures will be in the range of an aggressive financial risk
profile with debt to EBITDA of 4x to 5x, FFO to debt of 15% to
20%, and interest coverage of more than 3x.  We expect Caraustar
will maintain strong liquidity," said said Standard & Poor's
credit analyst Thomas Nadramia.

S&P could lower the rating if Caraustar's financial sponsor
engaged in additional debt-financed dividend activity, such that
leverage exceeded 5x, or if Caraustar experienced a decline in
volumes due to retraction in economic activity, or if input costs
rose suddenly such that total leverage exceeded 5x on a sustained
basis.  Based on S&P's forecast, this could occur if 2014 sales
growth turned negative in conjunction with a 200-basis-point
decline in margins.

S&P views an upgrade as unlikely due to ownership by a financial
sponsor, which limits its financial risk assessment to
"aggressive" under its criteria.  Specifically, S&P would expect
leverage will be maintained in the 4x to 5x range even in the
event there are additional debt-financed dividends.


CASA GRANDE: Arizona Hospital in Chapter 11 to Sell to Banner
-------------------------------------------------------------
Casa Grande Community Hospital d/b/a Casa Grande Regional Medical
Center, and its debtor-affiliates have sought bankruptcy
protection to sell their 177-bed hospital in Casa Grande, Arizona
to a Phoenix-based non-profit health system for $87 million.

According to court filings, changes in reimbursements from
Arizona's Medicaid program, Arizona Health Care Cost Containment
System, resulted in a decline in the Debtors' revenue in excess of
$10 million annually.  The decline in revenue threatened the
Debtors ability to service its $65 million of bond obligations
while providing the same level of high quality services.

After pursuing several restructuring options, the Debtors filed
for bankruptcy to confirm a plan of reorganization that will
effectuate the sale of substantially all of the Debtors' assets to
Banner Health, a non-profit health system headquartered in
Phoenix, Arizona that operates 24 hospitals and health care
facilities in Alaska, Arizona, California, Colorado, Nebraska,
Nevada and Wyoming.

In the sale transaction, Banner will pay the Debtors up to $87
million to pay allowed claims, or such lesser amount needed to pay
all such claims in full, through the Plan.

The Debtors add that confirmation of the Plan will also continue
CGRMC's commitment to providing quality health care to the Casa
Grande community and surrounding areas in a caring and
compassionate environment its creditors, its employees and the
community the Debtors serve.

                        First Day Motions

The Debtors on the petition date filed motions to pay prepetition
obligations to employees, maintain their cash management system
and use their prepetition lenders' cash collateral.  The Debtors
also seek joint administration of their Chapter 11 cases.  The
Debtors are seeking expedited consideration of the first day
pleadings.

The Debtors said that the first-day motions are intended to
facilitate a smooth transition into Chapter 11 with as little
disruption as possible for patients and medical personnel and to
lay the ground work for an orderly confirmation process, and to
position the Debtors' operations for an orderly transition to
Banner Health.

                  About Regional Care Services

Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 14-01383) in
Tucson, Arizona, on Feb. 4, 2014.

The Debtors, one of the largest employers in Pinal County, operate
an award winning, full service non-profit community hospital
serving more than 65,000 patients each year from the largely rural
communities of Casa Grande, Sacaton, Eloy, Florence and
surrounding communities.

CGRMC is a 177-licensed bed, general acute care hospital located
in Casa Grande, Arizona.  RCSC is the sole member and sponsor of
CGRMC, RCPG and CGRRC.

As of the Petition Date, CGRRC's management consists of Rona
Curphy as President, Cherie McGlynn as Chairman, David Fitzgibbons
as Vice Chairman, and John Robert McEvoy as Secretary/Treasurer.

Michael W. McGrath, Esq., at Mesch Clark & Rothschild, in Tucson,
serves as counsel to the Debtor.

The meeting of creditors under Sec. 341(a) of the Bankruptcy Code
is slated for March 13, 2014 at 1:30 p.m.

Casa Grande estimated $50 million to $100 million in assets and
liabilities.

According to the docket, the schedules of assets and liabilities
and the statements of financial affairs are due Feb. 18, 2014.


CASA GRANDE: Has Stipulation for Use of Cash Collateral
-------------------------------------------------------
Casa Grande Community Hospital d/b/a Casa Grande Regional Medical
Center and its debtor-affiliates ask the bankruptcy court to
approve a stipulation with bondholders allowing the use of cash
collateral.

Without immediate access to cash collateral, the Debtors say their
ability to operate, provide medical services to the public, and
preserve the value of their businesses will be immediately and
irreparably jeopardized, resulting in significant harm to the
Debtors' estates and creditors.

Casa Grande is obligated in the aggregate principal amount of
approximately $63.8 million pursuant to bond financing documents,
under which Wells Fargo Bank, National Association, serves as
trustee.

To the extent of any diminution in the value of the trustee's
prepetition collateral, including the cash collateral, the trustee
will receive adequate protection in the form of replacement liens,
and a "super-priority" administrative expense claim pursuant to
Section 507(b) of the Bankruptcy Code.

Pursuant to the bond financing documents, certain accounts were
established and are held in trust by the trustee for the benefit
of the holders of the bonds, including, without limitation, (i) a
certain "revenue fund", (ii) a certain "interest account", (iii) a
certain "principal account", and (iv) a certain "bond reserve
account".  The trustee believes that these trustee-held funds are
not property of the Debtors' estates.  The Debtors are not seeking
authority to use the trustee-held funds pursuant to the motion or
interim order.

                  About Regional Care Services

Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 14-bk-01383)
in Tucson, Arizona, on Feb. 4, 2014, to sell all assets to
Phoenix-based Banner Health for up to $87 million.

The Debtors, one of the largest employers in Pinal County, operate
an award winning, full service non-profit community hospital
serving more than 65,000 patients each year from the largely rural
communities of Casa Grande, Sacaton, Eloy, Florence and
surrounding communities.

CGRMC is a 177-licensed bed, general acute care hospital located
in Casa Grande, Arizona.  RCSC is the sole member and sponsor of
CGRMC, RCPG and CGRRC.

Michael W. McGrath, Esq., at Mesch Clark & Rothschild, in Tucson,
serves as counsel to the Debtor.


CASA GRANDE: Section 341(a) Meeting Set on March 13
---------------------------------------------------
A meeting of creditors in the bankruptcy case of Casa Grande
Community Hospital and its debtor affiliates will be held on
March 13, 2014, at U.S. Trustee Meeting Room, James A. Walsh
Court, 38 S Scott Ave, St 140, Tucson, AZ (341-TUC).

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.

Casa Grande Community Hospital and its debtor affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Ariz. Case
Nos. 14-01383 to 14-01386) on Feb. 4, 2014.  Casa Grande estimated
assets of $50 million to $100 million and debts of $50 million to
$100 million.  Mesch Clark & Rothschild, P.C., and Brownstein
Hyatt Farber Schreck, LLP, serve as the Debtors' counsel.


CATHAY GENERAL: Fitch Affirms 'BB+' Long-Term Rating
----------------------------------------------------
Fitch Ratings has affirmed Cathay General Bancorp's (CATY) ratings
at 'BB+'/'B'. The Rating Outlook is Stable.

The rating affirmation and Stable Outlook reflect improving asset
quality, solid earnings and elevated capital levels.  These
strengths are balanced by CATY's liquidity profile, which is
relatively weaker than the majority of the mid-tier banks and
higher levels of longer duration mortgages on balance sheet.

KEY RATING DRIVERS - IDRS, VRs, and SENIOR DEBT

CATY's ratings rank near the bottom of the mid-tier bank peer
group primarily due to its relatively weaker liquidity profile.
CATY is more reliant on both wholesale borrowings and high-cost
time deposits than its peers.  CATY's wholesale borrowings include
structured repurchase agreements with a weighted average cost of
over 3.8%.  However, Fitch expects the majority of the structured
repurchase agreements to mature or be unwound by the end of 2015
and be replaced by lower cost wholesale funding sources.

Fitch notes improved liquidity profiles throughout the banking
sector due to lack of loan growth, quantitative easing and excess
cash on corporate and personal balance sheets.  CATY, like most
banks, has benefited from the robust levels of liquidity in the
banking system as measured by declining net non-core funding, non-
interest bearing deposit growth and improving funding costs.
These trends could generate positive momentum over the medium term
if CATY can continue to maintain its improving liquidity risk
profile even as systemic liquidity reverts to its mean.

CATY's core earnings are solid and rank in the middle of the peer
group on a pre-tax, pre-provision basis.  Earnings in 2013 have
benefitted from negative provisions.  Fitch believes CATY has the
potential to conduct further reserve releases in the near term.
Over the medium term, Fitch believes core profitability
improvement could be realized at a relatively faster rate than its
peer banks once its high cost repos mature.

Asset quality continues to improve with NPAs and NCOs declining.
However, NPA levels remain in the top half of the group.  Fitch
expects continued reduction of NPAs, while credit costs remain low
in the near term. Reserve levels are strong, especially given
recent loss history.

CATY is a $10.8 billion bank holding company headquartered in Los
Angeles.  The company has a solid presence in the niche Asian
American demographics.  Its primary operations are located in
California; however, the company has branches in New York, Texas,
Massachusetts, Washington, Illinois, New Jersey and Hong Kong.

RATING SENSITIVITIES - IDRS, VRs, and SENIOR DEBT

Fitch believes CATY's ratings could move higher if the company
demonstrates the ability to maintain an improved liquidity risk
profile while maintaining a solid earnings profile.  Although not
anticipated, a reversal of asset quality trends could result in
negative ratings pressure.  Over the medium term, interest rate
risk could be a negative ratings driver.  CATY has kept some 30-
year mortgages on-balance sheet.  Continued proliferation of long
duration assets could pressure ratings.  Currently loans and
securities at Cathay Bank with a 15-year maturity or longer
represent over 15% of assets compared to an industry peer average
of 4.69%.

KEY RATING DRIVERS - HYBRID SECURITIES

CATY's preferred stock is rated five notches below its VR to
reflect loss severity and an assessment of increment non-
performance risk.

RATING SENSITIVITIES - HYBRID SECURITIES

CATY's Preferred stock rating is sensitive to changes in CATY's
VR. Rating sensitivities for the VR are listed above.

SUBSIDIARY AND AFFILIATED COMPANY KEY RATING DRIVERS

Cathay Bank is a wholly owned subsidiary of CATY. Cathay Bank's
ratings are aligned with CATY reflecting Fitch's view that the
bank subsidiary is core to the franchise.

SUBSIDIARY AND AFFILIATED COMPANY RATING SENSITIVITIES

Cathay Bank's ratings are sensitive to changes to CATY's VR or any
changes to Fitch's view of structural subordination between bank
subsidiary and holding company.  Rating sensitivities for the VR
are listed above.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

CATY's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.

KEY RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

CATY's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary
support in case of need.

Fitch reviewed CATY's ratings as part of the mid-tier regional
bank review.  The 19 banks in the review include: Associated Banc-
Corp (ASBC), BOK Financial Corp (BOKF), Cathay General Bancorp
(CATY), City National Bancorp (CYN),Cullen/Frost Bankers, Inc
(CFR), East West Bancorp, Inc. (EWBC), First Horizon National Corp
(FHN), First National of Nebraska, Inc. (FNNI), First Niagara
Financial Group, Inc. (FNFG), First Republic Bank (FRC), First
Merit (FMER), Fulton Financial Corp (FULT), Hancock Holding
Company (HBHC), People's United Financial, Inc. (PBCT), Synovus
Financial Corp (SNV), TCF Financial Corp (TCB), UMB Financial
Corporation (UMB), Webster Financial Corp (WBS), Wintrust (WTFC).

Fitch has affirmed the following ratings:

Cathay General Bancorp

-- Long-term at 'BB+';
-- Short-term IDR at 'B';
-- Viability Rating at 'bb+';
-- Preferred stock at 'B-';
-- Support Floor at 'NF'
-- Support affirmed at '5'.

Cathay Bank

-- Long-term IDR at 'BB+';
-- Long-term deposit at 'BBB-';
-- Short-term IDR at 'B'
-- Short-term deposit at 'F3';
-- Viability Rating at 'bb+';
-- Support Floor at 'NF';
-- Support at '5'.


CELL THERAPEUTICS: Had $51.5MM Net Financial Standing at Dec. 31
----------------------------------------------------------------
Cell Therapeutics, Inc., disclosed that the total estimated and
unaudited net financial standing of the Company as of Dec. 31,
2013, was $51.5 million.  The total estimated and unaudited net
financial standing of CTI Consolidated Group as of Dec. 31, 2013,
was $52.3 million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $2 million as of Dec. 31, 2013.

CTI Consolidated Group trade payables outstanding for greater than
30 days were approximately $2.5 million as of Dec. 31, 2013.

During December 2013, there were solicitations for payment only
within the ordinary course of business and there were no
injunctions or suspensions of supply relationships that affected
the course of normal business.

As of Dec. 31, 2013, there were no amounts due of a financial or
tax nature, or amounts due to social security institutions or to
employees.

During the month of December 2013, the Company's common stock, no
par value, outstanding increased by 20,844 shares.  Consequently,
the number of issued and outstanding shares of Common Stock as of
Dec. 31, 2013, was 145,508,767.

A copy of the Report is available for free at:

                        http://is.gd/Q1krYT

                     Phase 2 Trial of pacritinib

Cell Therapeutics announced the initiation of an international
cooperative group Phase 2 clinical trial of pacritinib in adult
patients with relapsed acute myeloid leukemia (AML) with mutations
of the FLT3 gene.  Mutation of the FLT3 gene is found in
approximately one-third of AML patients and is an independent risk
factor for poor prognosis.  Pacritinib is an oral JAK2/FLT3
inhibitor that has demonstrated encouraging activity in
preclinical models of AML with mutated FLT3 gene, including
additional FLT3 mutations that confer resistance to other targeted
FLT3 agents.  The trial is being conducted by the AML Working
Group of the National Cancer Research Institute Haematological
Oncology Study Group in Acute Myeloid Leukema (AML) and high risk
Myelodysplastic Syndrome (MDS) under the sponsorship of Cardiff
University and supported by Cancer Research UK.  The trial
management group is lead by Professor Alan K. Burnett, Head of
Haematology in the Department of Medical Genetics, Haematology and
Pathology at the School of Medicine at Cardiff University.

"Mutation of the FLT3 gene in AML is associated with a high
relapse rate and a poor prognosis with standard therapy;
therefore, novel agents capable of inhibiting the activation of
this gene are of great interest in the AML field," said Professor
Burnett.  "Pacritinib is a specific, potent inhibitor of the
common FLT3 mutation and certain other generally drug resistant
mutations.  Because pacritinib also inhibits JAK2, which is
independently associated with resistance to FLT3 inhibition and a
poor prognosis in AML, this is an attractive agent to test in
patients with relapsed FLT3 mutated AML who have limited options
for beneficial therapy."

This Phase 2 trial is part of a larger ongoing study in AML,
referred to as the AML17 trial, which includes multiple arms
evaluating first line regimens for AML.  Patients with the FLT3
mutation, who are enrolled in this study and relapse following
standard therapy, will be offered therapy with pacritinib.
Approximately 80 patients at sites in England and Wales will be
enrolled and, if an encouraging response rate is observed, a
pacritinib arm may be adopted in the first line therapy study.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company's balance sheet at Sept. 30, 2013, showed
$47.23 million in total assets, $33.39 million in total
liabilities, $13.46 million in common stock purchase warrants, and
$387,000 in total shareholders' equity.

                           Going Concern

The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on the Company's
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial
doubt as to the Company's ability to continue as a going concern.
Although the Company's independent registered public accounting
firm removed this going concern explanatory paragraph in its
report on the Company's Dec. 31, 2012, consolidated financial
statements, the Company expects to continue to need to raise
additional financing to fund its operations and satisfy
obligations as they become due.

"The inclusion of a going concern explanatory paragraph in future
years may negatively impact the trading price of our common stock
and make it more difficult, time consuming or expensive to obtain
necessary financing, and we cannot guarantee that we will not
receive such an explanatory paragraph in the future," the Company
said in its quarterly report for the period ended Sept. 30, 2013.

The Company added that it may not be able to maintain its listings
on The NASDAQ Capital Market and the Mercato Telematico Azionario
stock market in Italy, or the MTA, or trading on these exchanges
may otherwise be halted or suspended, which may make it more
difficult for investors to sell shares of the Company's common
stock.

                         Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications relating to intellectual
property for pacritinib, PIXUVRI, tosedostat, and brostallicin.
We have also licensed the intellectual property for our drug
delivery technology relating to Opaxio which uses polymers that
are linked to drugs, known as polymer-drug conjugates.  Some of
our product development programs depend on our ability to maintain
rights under these licenses.  Each licensor has the power to
terminate its agreement with us if we fail to meet our obligations
under these licenses.  We may not be able to meet our obligations
under these licenses.  If we default under any license agreement,
we may lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights," the
Company said in its Form 10-Q for the period ended Sept. 30, 2013.


CEREPLAST INC: Receives Notice of Sale of Collateral
----------------------------------------------------
Cereplast, Inc., received a notice of public sale of collateral
set for Feb. 11, 2014, pursuant to Horizon Technology Finance's
rights to cure the default under the Company's Venture Loan and
Security Agreement dated Dec. 21, 2010.  As of Jan. 30, 2014, an
aggregate amount of $2,800,000 of the loan remains outstanding.
The Company is currently exploring options to cure the default and
protect its assets.

                           About Cereplast

El Segundo, Calif.-based Cereplast, Inc., has developed and is
commercializing proprietary bio-based resins through two
complementary product families: Cereplast Compostables(R) resins
which are compostable, renewable, ecologically sound substitutes
for petroleum-based plastics, and Cereplast Sustainables(TM)
resins (including the Cereplast Hybrid Resins product line), which
replaces up to 90% of the petroleum-based content of traditional
plastics with materials from renewable resources.

Cereplast disclosed a net loss of $30.16 million in 2012, as
compared with a net loss of $14 million in 2011.

HJ Associates & Consultants, LLP, in Salt Lake City, Utah, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered significant recurring
losses, has a significant accumulated deficit, and has
insufficient working capital to fund planned operations.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $14.30
million in total assets, $36.72 million in total liabilities and a
$22.42 million total shareholders' deficit.

                 Going Concern/Bankruptcy Warning

"We have incurred a net loss of $34.0 million for the nine months
ended September 30, 2013, and $30.2 million for the year ended
December 31, 2012, and have an accumulated deficit of $121.1
million as of September 30, 2013.  Based on our operating plan,
our existing working capital will not be sufficient to meet the
cash requirements to fund our planned operating expenses, capital
expenditures and working capital requirements through December 31,
2013 without additional sources of cash.  This raises substantial
doubt about our ability to continue as a going concern.

"Our plan to address the shortfall of working capital is to
generate additional cash through a combination of refinancing
existing credit facilities, incremental product sales and raising
additional capital through debt and equity financings.  We are
confident that we will be able to deliver on our plans, however,
there are no assurances that we will be able to obtain any sources
of financing on acceptable terms, or at all.

"If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy," the Company said in the quartery report for the
period ended Spet. 30, 2013.


CHAMPION INDUSTRIES: Sr. VP Robert Pruett Resigns
-------------------------------------------------
Robert L. Pruett resigned as senior vice president of Champion
Industries, Inc, on Jan. 30, 2014.  Mr. Pruett intends to remain
with the Company in an advisory role.

                     About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal year
ended Oct. 31, 2012, compared with a net loss of $4.0 million in
fiscal 2011.  As of July 31, 2013, the Company had $26.51 million
in total assets, $33.35 million in total liabilities and a $6.83
million total shareholders' deficit.


CIRCLE STAR: Sells Share of Unit Royalty for $2 Million
-------------------------------------------------------
Circle Star Energy Corp. sold all of its share of royalty and
overriding interests in certain properties held by the Company's
wholly-owned subsidiary, JHE Holdings, LLC, for a total of
$2,000,000 in cash to three parties unrelated to the Company: GOC
Madison, LLC, AshTan Royalties, LLC, and WABR, LLC.  The
properties were located in Madison, Grimes, Dimmit and Fayette
Counties, Texas.  The Company is using most of the proceeds from
the sale to reduce its debt and accounts payable.

                          About Circle Star

Fort Worth, Tex.-based Circle Star Energy Corp. (OTC BB: CRCL)
owns a variety of non-operated working interests and overriding
royalty interests in approximately 73 producing wells in Texas.
The interests range from less than 1% up to approximately 5% in
each well.  The wells are located in the following areas:  Permian
Basin, Eagle Ford Shale, Pearsall Field, Giddings Field & the
Woodbine Field.  The wells are operated by Apache (Permian),
Chesapeake (Eagle Ford Shale), CML (Giddings, Pearsall & Permian),
Leexus (Giddings) and Woodbine Acquisitions (Woodbine).   As of
April 30, 2013, the Company had approximately 430 net leased acres
in Texas.

The Company also operates 2 wells in Kansas.  The Company owns a
25% working interest (approximately 20% net revenue interest)
before payout and a 43.75% working interest (approximately 35% net
revenue interest) after payout in both wells which are located in
Trego County.  As of July, 31, 2013, the Company had approximately
9,838 net leased acres in Kansas.  Approximately 1,480 are located
in Trego County and approximately 8,358 are located in Sheridan
County.  There are multiple potential pay zones of interest with
the primary zones of interest being the Arbuckle, Marmaton &
Lansing-Kansas City ranging from approximately 3,200 feet to
approximately 4,300 feet in depth.

Circle Star incurred a net loss of $10.81 million for the year
ended April 30, 2013, following a net loss of $11.07 million
during the prior year.  The Company's balance sheet at Oct. 31,
2013, showed $3.33 million in total assets, $5.54 million in total
liabilities and a $2.21 million total stockholders' deficit.

"At October 31, 2013, we had cash and cash equivalents of $84,391
and a working capital deficit of $5,279,080.  For the six months
ended October 31, 2013, we had a net loss of $477,298 and an
operating loss of $336,832 and cash provided by operations
amounted to $50,019.  As of October 31, 2013 our 10% convertible
notes payable due February 8, 2013 in the principal amount of
$2,750,000 had matured, and the principal and accrued interest
remain outstanding, which notes are currently in default and in
litigation," the Company said in its quarterly report for the
period ended Oct. 31, 2013.

"Given that we have not achieved profitable operations to date,
our cash requirements are subject to numerous contingencies and
risks beyond our control, including operational and development
risks, competition from well-funded competitors, and our ability
to manage growth.  We can offer no assurance that the Company will
generate cash flow sufficient to achieve profitable operations or
that our expenses will not exceed our projections.  Accordingly,
there is substantial doubt as to our ability to continue as a
going concern for a reasonable period of time," the Company said
in the Quarterly Report.


CITY NATIONAL: Fitch Affirms 'BB' Preferred Stock Rating
--------------------------------------------------------
Fitch Ratings affirms City National Bancorp (CYN) ratings at 'A-
'/'F1'. The Rating Outlook remains Stable.  The Stable Outlook
incorporates assumptions that that asset quality will remain
strong, earnings will face headwinds and capital levels will
remain relatively stable.

KEY RATING DRIVERS - IDRS, VRs, AND SENIOR DEBT

CYN's rating ranks in the top quartile of the mid-tier banks
group.  The ratings reflect the company's strong franchise,
relatively stable credit metrics through the cycle, good liquidity
and capacity to improve earnings in a rising rate environment.
These strengths are balanced against CYN's capital levels, which
consistently rank in the bottom quartile relative to the mid-tier
peer group.

CYN's value proposition to its customers is its focus on
relationship banking and expertise in specialty lending. This
somewhat niche strategy has created significant franchise value
for the company.  CYN's franchise value translates into one of the
lowest deposit costs amongst the entire mid-tier bank group.
Although the low rate environment has eroded CYN's comparative
funding advantage in the near term, Fitch's rating incorporates
the expectation that higher rates will be relatively more
beneficial to CYN than its mid-tier peers over the medium term.

CYN's asset quality metrics remain solid.  The company generated a
net recovery for 2012 and 2013. This prolonged period of net
recoveries is unique to CYN.  Fitch views the net recoveries as an
indicator of conservative marks on its problem assets and solid
credit risk management practices.

RATING SENSITIVITIES - IDRS, VRs, AND SENIOR DEBT

While Fitch views CYN's capital levels as adequate, continued
reductions to capital could result in negative ratings pressure.
CYN's capital levels rank amongst the lowest relative to the mid-
tier peer group.  Although, capital levels are low on a relative
basis, Fitch believes capital levels are adequate for its current
rating.  Conversely, if CYN managed its capital levels at higher
levels, positive ratings momentum could build.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

CYN's preferred stock is notched below its Viability Rating (VR)
to reflect loss severity and an assessment of increment non-
performance risk.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

CYN's preferred stock rating is sensitive to changes in CYN's VR.
Rating sensitivities for the VR are listed above.

SUBSIDIARY AND AFFILIATED COMPANY KEY RATING DRIVERS

City National Bank is a wholly owned subsidiary of CYN. City
National Bank's ratings are aligned with CYN reflecting Fitch's
view that the bank subsidiary is core to the franchise.

SUBSIDIARY AND AFFILIATED COMPANY RATING SENSITIVITIES

City National Bank's ratings are sensitive to changes to CYN's VR
or any changes to Fitch's view of structural subordination between
bank subsidiary and holding company. Rating sensitivities for the
VR are listed above.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

CYN's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.

KEY RATING SENSITIVITIES- SUPPORT RATING AND SUPPORT RATING FLOOR

CYN's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary
support in case of need.

Fitch reviewed CYN's ratings as part of the mid-tier regional bank
review.  The 19 banks in the review include: Associated Banc-Corp.
(ASBC), BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY),
City National Bancorp (CYN), Cullen/Frost Bankers, Inc. (CFR),
East West Bancorp, Inc. (EWBC), First Horizon National Corp (FHN),
First National of Nebraska, Inc. (FNNI), First Niagara Financial
Group, Inc. (FNFG), First Republic Bank (FRC), First Merit (FMER),
Fulton Financial Corp (FULT), Hancock Holding Company (HBHC),
People's United Financial, Inc. (PBCT), Synovus Financial Corp.
(SNV), TCF Financial Corp. (TCB), UMB Financial Corporation (UMB),
Webster Financial Corp. (WBS), Wintrust (WTFC).

Fitch has affirmed the following ratings with a Stable Outlook:

City National Corporation

-- Long-term IDR at 'A-';
-- Short-Term IDR at 'F1';
-- Viability Rating at 'a-';
-- Senior Unsecured at 'A-'
-- Preferred Stock at 'BB'
-- Support Floor 'NF'
-- Support '5'.

City National Bank

-- Long-term IDR at 'A-';
-- Long-term Deposit at 'A';
-- Short-Term IDR at 'F1';
-- Short-Term Deposits at 'F1';
-- Viability Rating at 'a-';
-- Subordinated debt at 'BBB+';
-- Market linked deposits at 'Aemr';
-- Support Floor at 'NF';
-- Support at '5'.


COLOR STAR: Committee Objects to Continued Cash Collateral Use
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Color Star
Growers of Colorado, Inc., Vast, Inc., and Color Star, LLC, filed
with the U.S. Bankruptcy Court for the Eastern District of Texas
an objection to the Debtors' motion for court authorization to
continue using cash collateral.

As reported by the Troubled Company Reporter on Jan. 6, 2014,
Judge Brenda T. Rhoades gave the Debtors authority to use until
Jan. 7, 2014, the collateral securing their prepetition
indebtedness to pay necessary operating expenses.  The Debtors
intend to use approximately $2.5 million during the interim period
to continue their operations and to continue planting crops for
spring 2014.

The Committee said in a filing dated Jan. 22, 2014, that it
supports the Debtors' continued use of cash collateral on
reasonable terms and the provision to lender Regions Bank of
appropriate forms of adequate protection under the circumstances.
"Such terms, however, should not be permitted to unnecessarily
limit other creditors' basic protections under the Bankruptcy
Code.  The Committee asserts that due to the fact that the First
Interim Order is only interim in nature and entered prior to the
appointment of the Committee, that its provisions are not binding
on the Committee or other parties-in-interest prior to a final
hearing and entry of a final order.  The Lender has asserted
repeatedly that all provisions of the First Interim Order are
final and binding on all parties in interest.  In particular, the
Lender asserts that certain provisions in the First Interim Order
provide it an automatic adequate protection claim.  Such a claim
would attach to assets not currently the collateral of the
Lender," Raymond J. Urbanik, Esq., at Munsch Hardt Kopf & Harr,
P.C., the attorney for the Committee, said.

On Jan. 8, 2014, the Court held a second interim hearing on the
motion for cash collateral use.  Since that hearing, the parties
have been unable to agree on the wording of the terms of a second
interim cash collateral order.

On Jan. 28, 2014, the Committee filed a supplemental objection to
the Debtors' motion for authorization to use cash collateral,
saying that despite that the First Interim Order was requested and
obtained on an emergency basis, the First Interim Order was not
served on estate parties and parties in interest until Jan. 7,
2014, one day after the budget period encompassed under the First
Interim Order had already expired.

"Notwithstanding that the First Interim Order was entered on an
emergency, interim basis, the prepetition lenders, recognizing
that they may not be entitled on a final basis to certain of the
relief set forth in the First Interim Order, have taken the
position that this Court cannot revisit and reconsider on a final
basis the provisions of the First Interim Order, at least through
Jan. 6, 2014, the period covered under the First Interim Order,"
Mr. Urbanik stated in the Jan. 28 court filing.

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.


CONSTAR INTERNATIONAL: Schedules Filing Deadline Moved to Feb. 19
-----------------------------------------------------------------
At the behest of Constar International Holdings, the U.S.
Bankruptcy Court extended the Debtors' time to file their
schedules of assets and liabilities until Feb. 19, 2014.

The Debtor held a Sec. 341 meeting on Jan. 28, 2014, which has
been continued to a date yet to be determined.

Privately held Constar International Holdings and nine affiliated
debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case
No. 13-13281) on Dec. 19, 2013.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and
Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent, and administrative advisor.
Lincoln Partners Advisors LLC serves as the Debtors' financial
advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

This is Constar International's third bankruptcy.  Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009.  Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.

The new petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.


COTTONWOOD ESTATES: Claims Bar Date Set for March 7
---------------------------------------------------
Creditors are required to file proofs of claim in the Chapter 11
case of Cottonwood Estates Development, LLC, by March 7, 2014.

Meanwhile, the U.S. Trustee was slated to convene a meeting of
creditors pursuant to 11 U.S.C. 341(a) in the Debtor's Chapter 11
case on Feb. 6, 2014.

Cottonwood Estates Development, LLC filed a Chapter 11 petition
(Bankr. D. Utah Case No. 13-34298) on Dec. 30, 2013, in Salt Lake
City, Utah.  James W. Anderson, Esq., at Miller Guymon, PC, in
Salt Lake City, serves as counsel to the Debtor.  The Debtor
estimated up to $50 million in both assets and debts.


CULLEN/FROST BANKERS: Fitch Affirms 'BB+' Preferred Stock Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Cullen/Frost Bankers, Inc.'s (CFR)
ratings at 'A'/'F1'.  The Rating Outlook remains Stable.
The Stable Outlook incorporates assumptions that CFR will continue
to report consistent solid performance, irrespective of the
operating environment.

KEY RATING DRIVERS - IDRS, VRs, and SENIOR DEBT

Fitch affirmed Cullen/Frost ratings reflecting the company's solid
and consistent earnings performance, strong funding and capital
profiles, and nominal credit costs through the cycle.  CFR has
demonstrated consistent earnings through the cycle, and although
reported earnings are below pre-crisis levels, they remain above
peer averages.  As is typical for CFR, liquidity remains very
strong.  With a loan-to-deposit ratio below 50%, the company has
ample low cost funding to support loan growth.  Fitch expects that
this ratio will increase when the economy improves and CFR takes
advantage of more attractive lending opportunities, but that it
will always remain below industry averages.  Capital remains
appropriate in light of CFR's risk profile, and net charge-offs
continue to remain low.

Fitch continues to highlight CFR's portfolio of state and
municipal bond securities, which represents approximately 17% of
assets.  Most of these securities are guaranteed by the Texas
Permanent School Fund (TPSF), which is rated 'AAA' by Fitch.
While these bonds have historically performed well, CFR does have
a concentration with one guarantor, albeit highly rated.

RATING SENSITIVITIES - IDRS, VRs, and SENIOR DEBT

Fitch views an upgrade from CFR's current ratings as unlikely as
CFR is one of the highest rated mid-tier regional banks.
Conversely, a downgrade could occur if there is material
deterioration in asset quality, earnings or capital, though given
CFR's consistency and track record through the most recent crisis,
this is also viewed as unlikely.

CFR's ratings are also supported by its long-tenured stable
management team.  The company's ratings could be vulnerable if
there were significant changes in executive management that could
ultimately lead to changes in the bank's consistent and
conservative strategy, a key underpinning to the ratings.

Fitch views a downgrade or nonperformance of the TPSF as remote,
but one that would have meaningful consequences for CFR.  Lastly,
a material downturn in the energy industry could pressure CFR's
ratings given its exposure to oil and gas lending.  CFR has
conservative underwriting policies and practices in place which
help to mitigate any losses associated with a large oil price
correction.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

CFR's subordinated debt and preferred stock are rated one and five
notches below CFR's VR, respectively. The notching reflects loss
severity and an assessment of increment non-performance risk.

RATING SENSITIVITIES - SUBORDINATED DEBT and OTHER HYBRID
SECURITIES

CFR's subordinated debt and preferred stock ratings are sensitive
to changes in CFR's VR. Rating sensitivities for the VR are listed
above.

SUBSIDIARY AND AFFILIATED COMPANY KEY RATING DRIVERS

Frost Bank is a wholly owned subsidiary of CFR. Frost Bank's
ratings are aligned with CFR reflecting Fitch's view that the bank
subsidiary is core to the franchise.

SUBSIDIARY AND AFFILIATED COMPANY RATING SENSITIVITIES

Frost Bank's ratings are sensitive to changes to CFR's VR or any
changes to Fitch's view of structural subordination between bank
subsidiary and holding company.  Rating sensitivities for the VR
are listed above.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

CFR's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.

KEY RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

CFR's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary
support in case of need.

Fitch reviewed CFR's ratings as part of the mid-tier regional bank
review.  The 19 banks in the review include: Associated Banc-Corp
(ASBC), BOK Financial Corp (BOKF), Cathay General Bancorp (CATY),
City National Bancorp (CYN), Cullen/Frost Bankers, Inc (CFR), East
West Bancorp, Inc. (EWBC), First Horizon National Corp (FHN),
First National of Nebraska, Inc. (FNNI), First Niagara Financial
Group, Inc. (FNFG), First Republic Bank (FRC), First Merit (FMER),
Fulton Financial Corp (FULT), Hancock Holding Company (HBHC),
People's United Financial, Inc. (PBCT), Synovus Financial Corp
(SNV), TCF Financial Corp (TCB), UMB Financial Corporation (UMBF),
Webster Financial Corp (WBS), Wintrust (WTFC).

Fitch has affirmed the following ratings with a Stable Outlook:

Cullen/Frost Bankers, Inc.

-- Long-Term IDR at 'A';
-- Short-Term IDR at 'F1';
-- Viability Rating at 'a';
-- Preferred Stock at 'BB+'
-- Subordinated Notes at 'A-';
-- Support Floor 'NF'
-- Support '5'.

Frost National Bank

-- Long-Term IDR at 'A';
-- Long-Term Deposit at 'A+';
-- Short-Term IDR at 'F1';
-- Short-Term Deposit at 'F1';
-- Viability Rating at 'a';
-- Support Floor 'NF'
--Support '5'.

Cullen/Frost Capital Trust II

-- Trust Preferred Stock at 'BBB-'.


DETROIT, MI: Schuette Opposes Pension Cuts
------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Michigan Attorney General Bill Schuette said the
state constitution bars Detroit from cutting pensions owed to
municipal workers, a position at odds with the one taken by the
city's emergency manager and a bankruptcy judge.

According to the report, Schuette nevertheless agreed with the
city and the judge that Detroit is eligible for creditor
protection under the U.S. Bankruptcy Code's Chapter 9, which
covers municipalities.

U.S. Bankruptcy Judge Steven Rhodes in December held that Detroit
is eligible for Chapter 9 protection and that the Michigan
Constitution gives municipal pensions the status of contracts that
can be altered in bankruptcy, the report related.  Schuette, a
Republican, filed a brief Jan. 27 urging the U.S. Court of Appeals
in Cincinnati to hear a challenge to the ruling.

"Even in bankruptcy, the city must obey this fundamental state law
in exercising governmental power," Schuette said in his 22-page
brief, the report cited.

The constitutional provision in question says a municipal pension
is "a contractual obligation" which "shall not be diminished or
impaired." The constitution modified prior law, which deemed
public pensions "gratuitous allowances that could be revoked at
will," Schuette said, the report further 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 debts.

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

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


EAST WEST CAPITAL: Fitch Affirms 'BB-' Preferred Secs. Rating
-------------------------------------------------------------
Fitch Ratings has affirmed East West Bancorp's (EWBC) ratings at
'BBB'/'F2'. The Rating Outlook remains Stable.

The affirmation reflects solid earnings, improved asset quality,
and reduction of the construction portfolio.  These strengths are
balanced against rapid loan growth, and a relatively higher risk
investment portfolio from a credit perspective.

KEY RATING DRIVERS - IDRS, VRs, AND SENIOR DEBT

EWBC has a solid franchise, which is focused on serving Asian
American communities.  The niche strategy gives the company good
pricing power on its consumer lending products.  Deposit pricing
and the level of non-interest bearing deposits are relatively
weaker than many of its mid-tier regional banking peers.  However,
Fitch believes EWBC's total funding costs will improve as legacy
term repurchase agreements expire over the medium to longer term.

Asset Quality trends continue to improve for the company.  Fitch
believes reduced construction and development exposure is
primarily aiding the improvement in problem asset and NCOs.
EWBC's construction and development loan (C&LD) portfolio, which
has declined by over 70% since its peak, was the largest driver of
credit losses through the cycle.  As such, Fitch views the reduced
exposure to higher risk C&LD loans favorably.

Despite improving asset quality, Fitch remains cautious on EWBC's
commercial loan growth.  The portfolio has grown significantly in
the past two years.  Although not currently expected, material
deterioration in the commercial loan portfolio could warrant a
review of EWBC's ratings.

Earnings are a rating strength for EWBC. Earnings rank in the top
quartile of the mid-tier bank peer group.  While Fitch expects
return on average assets (ROA) to decline in the near term due to
the impact of yield accretion, Fitch believes EWBC will continue
to rank in the top quartile of the peer group over the medium term
due to EWBC's solid franchise strength.

RATING SENSITIVITIES - IDRS, VRs, AND SENIOR DEBT

Positive rating momentum could occur with a moderation in loan
growth, combined with the maintenance of solid asset quality,
above average earnings, and appropriate capital levels.  An
upgrade under this scenario would assume the risk appetite remains
relatively unchanged, and EWBC does not veer from its historical
lending competencies.

Conversely, a material increase in leveraged loans or signs of
deterioration in the commercial loan book could limit positive
ratings momentum, and significant enough deterioration could
pressure the ratings. Additionally, a material increase in
reliance on wholesale funding could also adversely impact ratings.

KEY RATING DRIVERS - HYBRID SECURITIES

EWBC's trust preferred issuances are notched below its VR to
reflect loss severity and an assessment of increment non-
performance risk.

RATING SENSITIVITIES - HYBRID SECURITIES

EWBC's trust preferred stock ratings are sensitive to changes in
EWBC's VR. Rating sensitivities for the VR are listed above.

SUBSIDIARY AND AFFILIATED COMPANY KEY RATING DRIVERS
East West Bank is a wholly owned subsidiary of EWBC.  East West
Bank's ratings are aligned with EWBC reflecting Fitch's view that
the bank subsidiary is core to the franchise.

SUBSIDIARY AND AFFILIATED COMPANY RATING SENSITIVITIES

East West Bank's ratings are sensitive to changes to EWBC's VR or
any changes to Fitch's view of structural subordination between
bank subsidiary and holding company.  Rating sensitivities for the
VR are listed above.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

EWBC's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.

KEY RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

EWBS' Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary
support in case of need.

Fitch reviewed EWBC's ratings as part of the mid-tier regional
bank review.  The 19 banks in the review include: Associated Banc-
Corp (ASBC), BOK Financial Corp (BOKF), Cathay General Bancorp
(CATY), City National Bancorp (CYN),Cullen/Frost Bankers, Inc
(CFR), East West Bancorp, Inc. (EWBC), First Horizon National Corp
(FHN), First National of Nebraska, Inc. (FNNI), First Niagara
Financial Group, Inc. (FNFG), First Republic Bank (FRC), First
Merit (FMER), Fulton Financial Corp (FULT), Hancock Holding
Company (HBHC), People's United Financial, Inc. (PBCT), Synovus
Financial Corp (SNV), TCF Financial Corp (TCB), UMB Financial
Corporation (UMB), Webster Financial Corp (WBS), Wintrust (WTFC).

Fitch has affirmed the following ratings:

East West Bancorp, Inc.

-- Long-term IDR at 'BBB'; Outlook Stable
-- Short-term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Support at '5';
-- Support Floor at 'NF'.

East West Bank

-- Long-term IDR at 'BBB'; Outlook Stable
-- Long-term deposits at 'BBB+';
-- Short-term IDR at 'F2';
-- Short-term deposits at 'F2';
-- Viability Rating at 'bbb';
-- Support at '5';
-- Support Floor at 'NF'.

East West Capital Statutory Trust III, East West Capital Trust IV,
V, VI, VII, VIII & IX

-- Trust preferred securities at 'BB-'.


EDGENET INC: Hearing on Further Cash Collateral Use on Feb. 11
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set for
Feb. 11, 2014, at 11:00 a.m. Eastern Time the hearing to consider
the motion of Edgenet, Inc., and Edgenet Holding Corp., to use
cash collateral.

On Jan. 24, 2014, the Court entered an interim order authorizing
the Debtors to use up to $3.5 million in cash collateral until
Feb. 11, 2014.

As reported by the Troubled Company Reporter on Jan. 17, 2014, the
Debtors said in their cash collateral motion that, to implement
their proposed sale process and continue to retain and inspire
confidence from their business partners, access to liquidity is
critical.  As of the bankruptcy filing, the Debtors owed Liberty
Partners Lenders, L.L.C., approximately $85 million, comprised of
$53 million in principal indebtedness and $32 million in unpaid
interest through Dec. 31, 2013.  The Debtors also owe $18 million
on account of notes issued in connection with the purchase of the
equity interests of predecessor EdgeNet Inc. in 2004.

The Debtors will provide the lender with certain adequate
protection, including, among other things, (a) administrative
claims; and (b) to the extent of diminution in the value of the
prepetition collateral, additional and replacement security
interests and liens in and upon all real or personal assets of the
Debtors' estates.

                         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.


EDISON MISSION: Creditors Agree That Retirees Panel Unnecessary
---------------------------------------------------------------
The Official Committee of Unsecured Creditors and Ad Hoc Committee
of Senior Noteholders of Edison Mission Energy and its debtor-
affiliates told the U.S. Bankruptcy Court for the Northern
District of Illinois they support the Debtors' consolidated (i)
reply in the motion to terminate retiree benefits and (ii)
objection to motion to appoint an official retiree committee.

The Committees also adopt the Debtors' argument that a retiree
committee is not required in the Chapter 11 cases.  Further, the
Committees say any benefits of the appointment of a retiree
Committee at this late stage -- less than a month before the
confirmation hearing -- are outweighed by the harm to the Debtors'
estates and their creditors caused by:

   a) the costs of a retiree committee,

   b) the potential for delay of the confirmation of the Debtors'
      proposed chapter 11 plan of reorganization, which is
      supported by the Committee and every other significant
      creditor constituency in these cases, and

   c) the threat to the substantial recoveries offered under the
      plan that may result from any delay of confirmation.

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

Affected Retirees filed an Objection to the Debtors' Motion.

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

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

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

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

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

                       About Edison Mission

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

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

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

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

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

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

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

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

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

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


EMPIRE DIE: Claims Bar Date Set for Feb. 28
-------------------------------------------
The deadline for creditors to file proofs of claim in the
bankruptcy case of Empire Die Casting Co., Inc. is Feb. 28, 2014.
Government entities, however, may file proofs of claim by March
14, 2014.

Macedonia, Ohio-based Empire Die Casting Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ohio Case No. 13-52996) on Oct. 16, 2013.  The case is before
Judge Marilyn Shea-Stonum.

The Debtor is represented by Marc B. Merklin, Esq., and Kate M.
Bradley, Esq., at Brouse McDowell, LPA, in Akron, Ohio.

FirstMerit Bank, N.A. is represented by Scott N. Opincar, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio.

The Debtor estimated assets of $10 million to $50 million and
liabilities of $1 million to $10 million.

The petition was signed by Robert Hopkins, president.


EQUIPMENT ACQUISITION: 5th Cir. Upholds IRS Immunity
----------------------------------------------------
The United States Court of Appeals for the Seventh Circuit on
Tuesday held that Equipment Acquisition Resources, Inc., acting
with state-law avoidance powers of an unsecured creditor, does not
have a viable cause of action against the United States to avoid
tax payments.

Accordingly, the Seventh Circuit reversed the judgment of the
district court and remanded the matter, with instructions to
dismiss EAR's complaint insofar as it relied on Sec. 544 of the
Bankruptcy Code.

The Seventh Circuit noted that the appellate case concerns whether
a bankruptcy trustee can bring an action under Sec. 544(b)(1) of
the Bankruptcy Code to recoup a debtor's federal tax payment.
Section 544(b)(1) allows a trustee to step into the shoes of an
actual creditor who could have avoided the transfer outside
bankruptcy using a state-law cause of action. The federal
government's sovereign immunity prevents creditors from suing the
IRS using state law.  However, another section of the Bankruptcy
Code, Sec. 106(a)(1), abrogates the government's sovereign
immunity "with respect to" Sec. 544.

The trustee's ability to recover federal tax payments thus hinges
on the interplay between Sec. 544 and Sec. 106.  The lower courts,
relying on Sec. 106(a)(1), have concluded that a debtor in
possession could use Sec. 544(b)(1) to bring an Illinois
fraudulent transfer action against the IRS.

"But we find that [Sec.] 106(a)(1) does not displace the actual-
creditor requirement in [Sec.] 544(b)(1).  Ordinarily, a creditor
cannot bring an Illinois fraudulent-transfer claim against the
IRS; therefore, under [Sec.] 544(b)(1), neither can the debtor in
possession.  We reverse in favor of the United States," the
Seventh Circuit said.

"We are confident that by continuing to enforce the actual
creditor requirement in Sec. 544(b) as written, we do no
disservice to the Code's abrogation-of-immunity provision," the
appeals court added.

Equipment Acquisition Resources, Inc., an Illinois subchapter S
corporation, filed for Chapter 11 bankruptcy in October 2009. In
the years before its petition, EAR made nine federal income tax
payments to the IRS on behalf of its shareholders. (Subchapter S
corporations do not pay taxes on corporate income; instead, the
tax liability is passed through to the corporation's
shareholders.)  EAR made eight of these payments in the two years
preceding its petition. The ninth payment was just outside this
period.

Once in Chapter 11, EAR, acting as debtor in possession, filed an
adversary complaint against the United States seeking to recover
all nine payments as fraudulent transfers.  EAR sought to recover
the eight most recent payments under 11 U.S.C. Sec. 548(a)(1),
which provides a cause of action for the recovery of transfers
made within two years of the filing. It sought to recover the
ninth under 11 U.S.C. Sec. 544(b), the provision that enables a
trustee to bring a state-law fraudulent-transfer action.
Illinois, like most states, has adopted the Uniform Fraudulent
Transfer Act, which has a four-year statute of limitations. 740
Ill. Comp. Stat. Ann. 160/5(a)(2), 160/10.  EAR asserted that the
Bankruptcy Code's abrogation of the government's sovereign
immunity "with respect to" both Sec. 548 and Sec.544 precluded the
IRS from claiming immunity as a defense to either theory of
recovery.

The parties reached a settlement. The United States agreed to
disgorge the eight payments that EAR could recover using Sec. 548,
but contested EAR's ability to recover the ninth payment under
Sec. 544(b).  Because the federal government's sovereign immunity
ordinarily prevents a creditor from bringing an Illinois
fraudulent-transfer action against the IRS, the government argued,
the ninth tax payment was not "voidable under applicable law by a
creditor holding an unsecured claim."  The parties thus agreed
that the United States would disgorge the ninth payment only if it
could not prevail in its motion to dismiss the Sec. 544(b) count
in EAR's complaint.

The bankruptcy court rejected the government's theory, finding
that Sec. 106(a)(1) communicated Congress's intent to abolish the
federal government's immunity from suit under the listed
bankruptcy causes of action, including Sec. 544.  This general
waiver, the court reasoned, showed that "Congress intended to
include those state law causes of action available under [Sec.]
544(b)(1)."  The court grounded its conclusion in "[t]he plain,
unambiguous language of [Sec.] 106, the deliberate inclusion of
[Sec.] 544 in [Sec.] 106(a), and the policy consideration favoring
recovery for the benefit of all creditors."

The United States appealed to the district court, which affirmed.
The district court framed the dispute as "whether [Sec.] 544(b),
which explicitly limits a trustee's ability to avoid a transfer,
overrides [Sec.] 106(a)'s abrogation of sovereign immunity."  It
agreed with the bankruptcy court that [Sec.] 106's "complete
abolishment" of the government's sovereign immunity in bankruptcy
carried the day.  "It simply does not matter how a sovereign
immunity defense is invoked against EAR's claim," the district
court held, because "106(a)(1) simply eliminates the obstacle
wherever it appears 'with respect to' [Sec.] 544."  The United
States appealed.

The appellate case is USA v. Equipment Acquisition Resource, Case
No. 13-1480 (7th Cir.).  A copy of the Seventh Circuit's Feb. 4
decision is available at http://is.gd/tfIt2mfrom Leagle.com.

                   About Equipment Acquisition

Palatine, Illinois-based Equipment Acquisition Resources, Inc.,
operated in the semiconductor equipment sales and servicing
industry.  It was designed to operate as a refurbisher of special
machinery, a manufacturer of high-end technology parts, and a
process developer for the manufacture of high-technology parts.
The bulk of EAR's stated revenue derived from refurbishing and
selling high-tech machinery; it was set up to purchase high-tech
equipment near the end of its useful life at prices that were low
relative to the cost of new units, and then refurbish using a
propriety process the equipment for sale to end-users at
substantial gross margins.

EaR engaged in a massive fraud from 2005 to 2009.  That fraud
included, but was not limited to, selling semiconductor equipment
at inflated prices, leasing the equipment back, misrepresenting
the value of the equipment, and pledging certain pieces of
equipment multiple times to various creditors to secure
financing.  It owned 2,000 pieces of semiconductor manufacturing
equipment.

First Premier Capital LLC, claiming to be owed $20 million,
alleged that the scheme has cost creditors up to $175 million.

EAR filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill.
Case No. 09-39937) on Oct. 23, 2009.  Barry A. Chatz, Esq., at
Arnstein & Lehr LLP, served as the Company's counsel.  The Company
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities in its petition.  Unsecured creditors
were owed about $102 million.


EXIDE TECHNOLOGIES: Can Tap Schnader Harrison as Special Counsel
----------------------------------------------------------------
Exide Technologies sought and obtained permission from the U.S.
Bankruptcy Court to employ Schnader Harrison Segal & Lewis LLP as
special counsel.

Phillip A. Damaska attests that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The firm's rates are:

     Professional                 Rates
     ------------                 -----
     Partners                  $275 - $1,000
     Associates                $220 -   $460
     Paraprofessionals         $150 -   $285

The firm can be reached at:

         Richard A. Barkasy, Esq.
         Fred W. Hoensch, Esq.
         824 N. Market Street, Suite 800
         Wilmington, DE 19801
         Tel: (302) 888-4554
         Fax: (302) 888-1696
         E-mail: rbarkasy@schnader.com
         E-mail: fhoensch@schnader.com

                     About Exide Technologies

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

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

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

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

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

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


FIRST HORIZON: Fitch Affirms 'B+' Preferred Stock Rating
--------------------------------------------------------
Fitch Ratings affirms the ratings for First Horizon National Corp.
(FHN) at 'BBB-'/'F3'. The rating Outlook remains Stable.

KEY RATING DRIVERS - IDRS, VRs, AND SENIOR DEBT

The affirmation of the IDR reflects Fitch's view that FHN is
solidly placed in the 'BBB-' rating category due to its strong
franchise in the Southeast, its core business lines' abilities to
generate reasonable capital and absorb potential litigation risks,
and management's efforts to wind down the nonstrategic loan
portfolio while minimizing losses. Fitch believes FHN's ratings
are constrained to their current level over the long-term given
legal overhang associated with the company's former legacy
business strategy as well as its tepid consolidated earnings
performance. Furthermore, Fitch believes that FHN's asset quality
will continue to lag higher-rated peers given the sticky nature of
its nonperforming assets.

Capital remains adequate relative to similarly rated banks and
above management's long-term capital targets. At 3Q'13, FHN had an
estimated Basel III capital equity tier 1 (CET1) of between 9.7%
and 9.8% compared to management's goal of between 8.0% and 9.0%.
In order to build capital levels, management announced that it
would be re-evaluating its share repurchase program. Fitch's
expectation that FHN will be able to maintain capital at
reasonable levels relative to its risk profile is incorporated in
the affirmation and maintenance of the Stable Outlook.

FHN's core business lines have maintained adequate performance
relative to similarly rated peers. The company's core business
lines generate a ROA of between 80 and 100 bps any given quarter,
in line with Fitch's expectations and at levels that generate
reasonable capital. Fitch anticipates that core business lines
will continue to be profitable but at depressed levels going
forward given the sustained low, short-term rate environment and
is embedded in FHN's current rating of 'BBB-'. Further,
performance on a consolidated basis will continue to substantially
lag higher rated peers due to the additional costs associated with
the company's former legacy business strategy.

Asset quality, while improving, continues to weigh on FHN's rating
and overall risk profile. NPAs have been reduced to under 3.5% but
will remain elevated given their nature. Fitch notes that accruing
TDRs, which make up over 40% of the company's NPAs, primarily
consist of stickier consumer-related restructured loans that will
most likely weigh down asset quality metrics over the long-term.

RATING SENSITIVITIES - IDRS, VRs, AND SENIOR DEBT

Fitch believes FHN's ratings are reasonably situated at 'BBB-'
given core business results and franchise strength. However, Fitch
notes that FHN is still subject to elevated legal risk related to
prior mortgage practices. Outside of loans sold to the GSEs, FHN
is being investigated by the U.S. Department of Justice (DOJ) (on
behalf of the Housing and Urban Development [HUD]) relating to the
underwriting of FHA loans.

Furthermore, FHN originated and securitized $27 billion of PLS
between 2005 and 2008, and although the company has not received
any repurchase requests to date, it is currently subject to five
securitization-related lawsuits and three indemnification claims.
The outcome and timing of these lawsuits, as well as any lawsuits
FHN could be named apart of in the future, is presently unclear
and thus not explicitly incorporated in FHN's ratings.

Fitch will continue to monitor and assess FHN's legal risk. To the
extent that the company continues to need to take outsized charges
that result in material capital deterioration, negative rating
action could be taken.

Given continued expectations that core earnings will be in line
with similarly rated peers, upward rating movement is unlikely
over the near to mid-term. However, over the long-term, to the
extent that FHN is able to maintain capital at adequate levels,
reasonably manage legal risk and improve earnings performance,
positive rating action could be taken.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by FHN, and its
subsidiaries are all notched down from FHN's VR of 'bbb-' in
accordance with Fitch's assessment of each instrument's respective
non-performance and relative Loss Severity risk profiles, which
vary considerably.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES
FHN's subordinated debt and other hybrid capital ratings are is
sensitive to changes in FHN's VR. Rating sensitivities for the VR
are listed above.

SUBSIDIARY AND AFFILIATED COMPANY KEY RATING DRIVERS

First Tennessee Bank, NA is a wholly owned subsidiary of FHN.
First Tennessee Bank, NA's ratings are aligned with FHN's
reflecting Fitch's view that the bank subsidiary is core to the
franchise.

SUBSIDIARY AND AFFILIATED COMPANY RATING SENSITIVITIES

First Tennessee Bank, NA's ratings are sensitive to changes to
FHN's VR or any changes to Fitch's view of structural
subordination between bank subsidiary and holding company. Rating
sensitivities for the VR are listed above.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

FHN's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.

KEY RATING SENSITIVITIES- SUPPORT RATING AND SUPPORT RATING FLOOR

FHN's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary
support in case of need.

Fitch Ratings reviewed FHN's ratings as part of the mid-tier
regional bank review. The 19 banks in the review include:
Associated Banc-Corp (ASBC), BOK Financial Corp (BOKF), Cathay
General Bancorp (CATY), City National Bancorp (CYN),Cullen/Frost
Bankers, Inc (CFR), East West Bancorp, Inc. (EWBC), First Horizon
National Corp (FHN), First National of Nebraska, Inc. (FNNI),
First Niagara Financial Group, Inc. (FNFG), First Republic Bank
(FRC), First Merit (FMER), Fulton Financial Corp (FULT), Hancock
Holding Company (HBHC), People's United Financial, Inc. (PBCT),
Synovus Financial Corp (SNV), TCF Financial Corp (TCB), UMB
Financial Corporation (UMB), Webster Financial Corp (WBS),
Wintrust (WTFC).

Fitch affirms the following ratings:

First Horizon National Corporation

--Long-term IDR at 'BBB-'; Outlook Stable;
--Viability at 'bbb-'';
--Short-term IDR at 'F3';
--Senior at 'BBB-';
--Preferred stock at 'B';
--Support at '5';
--Support Floor at 'NF'.

First Tennessee Bank, N.A.

--Long-term IDR at 'BBB-'; Outlook Stable;
--Viability at 'bbb-';
--Short-term IDR at 'F3';
--Long-term deposits at 'BBB';
--Short-term deposits at 'F3';
--Short-term debt at 'F3';
--Subordinated debt at 'BB+';
--Preferred stock at 'B';
--Support at '5';
--Support Floor at 'NF'.

First Tennessee Capital II
--Preferred stock at 'B+'.


FIRST NAT'L BANK OF OMAHA: Fitch Affirms 'BB+' Sub. Debt Rating
---------------------------------------------------------------
Fitch Ratings affirms First National of Nebraska, Inc.'s (FNNI)
ratings at 'BBB-'/'F3'.  The Rating Outlook remains Stable.

KEY RATING DRIVERS - IDRS, VRs, AND SENIOR DEBT

The affirmation of FNNI's rating and maintenance of the Stable
Outlook reflect the company's stable operating performance,
improvement in asset quality, and steady capital levels.

FNNI's earnings and profitability have continued to improve over
the last year as its margin has held firm and efficiencies
continue to be found.  The company's ability to maintain its
margin in the sustained low rate environment is primarily due to
high single-digit loan growth over the past year.  Credit card
balances are up 10% due to stronger penetration in consumer and
agricultural lending is up nearly 20% year-over-year (YoY) helping
drive a higher level of interest income and stronger top line.
Meanwhile, Fitch observes that the company has continued to
reasonably manage costs, leading to modest improvement in
efficiencies.

FNNI's loan portfolio has experienced positive credit trends as
both past due loans and non-accruals loans were down significantly
YoY.  Absolute levels of nonperforming assets (NPAs) have
decreased another 20% YoY while net charge offs (NCOs) have also
continued to fall, down to 1.5% of gross loans through the third
quarter of 2013 (3Q'13) from 1.8% a year prior.  Fitch expects
asset quality improvements to level off over the near-to-medium
term as card performance across the industry has reached its peak.
This expectation is reflected in the affirmation as well as the
Outlook Stable.

Capital levels continue to be managed appropriately relative to
the company's overall risk profile and rating category. FNNI's
risk based Tier 1 ratio fell 60 basis points (bps) to 12.5% over
the last year.  Fitch observes capital ratio deterioration is
primarily due to an 11% increase in risk weighted assets driven by
the aforementioned loan growth.

In the past, holding company liquidity had been a negative ratings
driver.  Fitch notes that the holding company's financial profile
is adequate and in line with expectations given its level of cash
and other contingent sources of liquidity.

RATING SENSITIVITIES - IDRS, VRs, and SENIOR DEBT

Further upward movement of the company's ratings are considered
limited in the near term.  Over the long-term, sustained
improvement in in asset quality, and earnings, coupled with
capital levels commensurate with higher rated peers could result
in further movement of the rating.

Factors that could negatively weigh on FNNI's ratings include
stagnant operating performance, a reversal of the currently
positive credit trends, as well as any significant shareholder
capital distributions.  The latter could put pressure on FNNI's
ratings, if capital build significantly slows or even cause the
company's capital ratios to decline on an absolute basis.

KEY RATING DRIVERS - SUBORDINATED DEBT and OTHER HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by FNNI, and its
subsidiaries are all notched down from FNNI's Viability Rating
(VR) of 'bbb-' in accordance with Fitch's assessment of each
instrument's respective non-performance and relative Loss Severity
risk profiles, which vary considerably.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

FNNI's subordinated debt and other hybrid capital ratings are is
sensitive to changes in FNNI's VR. Rating sensitivities for the VR
are listed above.

SUBSIDIARY AND AFFILIATED COMPANY KEY RATING DRIVERS

First National Bank of Omaha (FNBO) is a wholly owned subsidiary
of FNNI. FNBO's ratings are aligned with FNNI reflecting Fitch's
view that the bank subsidiary is core to the franchise.

SUBSIDIARY AND AFFILIATED COMPANY RATING SENSITIVITIES

FNBO's ratings are sensitive to changes to FNNI's VR or any
changes to Fitch's view of structural subordination between bank
subsidiary and holding company.  Rating sensitivities for the VR
are listed above.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

Support Rating and Support Rating Floor of '5' and 'NF' reflect
Fitch's view that the company is unlikely to procure extraordinary
support should such support be needed.

KEY RATING SENSITIVITIES- SUPPORT RATING AND SUPPORT RATING FLOOR

Support Rating and Support Rating Floor are sensitive to Fitch's
assumption around capacity to procure extraordinary support in
case of need.

Fitch Ratings reviewed FNNI's ratings as part of the mid-tier
regional bank review.  The 19 banks in the review include:
Associated Banc-Corp. (ASBC), BOK Financial Corp (BOKF), Cathay
General Bancorp (CATY), City National Bancorp (CYN), Cullen/Frost
Bankers, Inc. (CFR), East West Bancorp, Inc. (EWBC), First Horizon
National Corp. (FHN), First National of Nebraska, Inc. (FNNI),
First Niagara Financial Group, Inc. (FNFG), First Republic Bank
(FRC), First Merit (FMER), Fulton Financial Corp. (FULT), Hancock
Holding Company (HBHC), People's United Financial, Inc. (PBCT),
Synovus Financial Corp. (SNV), TCF Financial Corp. (TCB), UMB
Financial Corporation (UMB), Webster Financial Corp. (WBS),
Wintrust (WTFC).

Fitch has affirmed the following ratings with a Stable Outlook:

First National of Nebraska, Inc.

-- Long-term IDR at 'BBB-';
-- Viability at 'bbb-'.
-- Short-term IDR at 'F3';
-- Support Ratings at '5';
-- Support Rating Floor at 'NF'.

First National Bank of Omaha

-- Long-term IDR at 'BBB-';
-- Viability at 'bbb-';
-- Long-term deposits at 'BBB';
-- Short-term deposits as 'F2';
-- Short-term IDR at 'F3';
-- Subordinated debt at 'BB+';
-- Support Ratings at '5';
-- Support Rating Floor at 'NF'.


FIRST NIAGARA: Fitch Affirms 'BB+' Subordinated Debt Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings for First Niagara Financial
Group, Inc.'s (FNFG) at 'BBB-'/'F3' and revised the Rating Outlook
to Stable from Negative.

KEY RATING DRIVERS - IDRS, VRs, and SENIOR DEBT

FNFG's ratings are supported by its consistent performance during
a difficult operating environment and credit performance that
remains solid.  Also incorporated in current ratings is the
company's below peer-average capital position (across different
measures), which may limit financial flexibility.  Current ratings
level reflect the company's risk profile given the bank's exposure
to credit investment securities such as CLO holdings and the
change in the loan portfolio mix to more commercially-oriented
loans.  The loan portfolio includes exposure to highly leveraged
transactions, asset-based lending, credit cards, and indirect
auto, all of which are fairly new lending products.  Further,
Fitch notes that FNFG has experienced significant loan growth over
the last few years organically and through acquisitions.

The Outlook has been revised to Stable from Negative. Despite the
significant loan growth in recent years and entry into new lending
products, to-date, asset quality is solid.  Further, during the
credit downturn, FNFG's NCOs and NPAs (which includes troubled
debt restructuring and acquired loans) were much lower than mid-
tier peers and similarly rated banks.  For 3Q'13, NCOs and NPAs
totalled 0.25% and 1.09% compared to the mid-tier peer average of
0.31% and 2.73%, respectively.  Although reserve coverage is
considered weaker than peers at less than 1.00% of total loans,
Fitch notes that the current loan book includes a 2.5% credit mark
on its acquired portfolio and the loan loss reserve on originated
loans totals 1.21% of gross loans.  Given economic uncertainties,
credit losses may increase from historical standards.  However,
Fitch believes future credit losses will be manageable.

In Fitch's view, current capital position is lean providing
limited flexibility should challenges arise given significant loan
growth through acquisitions and the modest increase in risk
profile of the company.  FNFG's capital position is much lower
than similarly-rated peers and most of Fitch's U.S. rated
financial institutions from a tangible common equity (TCE)
position and a regulatory capital standpoint.  FNFG's Tier 1
Common Ratio, TCE and Tier 1 RBC totalled 7.86%, 6.02%, and 9.56%
for 4Q'13, respectively. Positively, the company's core operating
performance continues to deliver good results and should help
build up its capital position over time.

RATING SENSITIVITIES - IDRS, VRs, AND SENIOR DEBT

Fitch would view favorably an improvement in the company's capital
position or profitability to peer averages, absent any negative
asset quality trends.

Although considered unlikely, a downgrade would be possible should
FNFG announce an acquisition in the near term, manage its capital
more aggressively, or experience a substantial decline from
current levels.  Further, a decline in credit quality trends worse
than mid-tier peer averages could also lead to a review of current
ratings.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by FNFG and its
subsidiaries are all notched down from FNFG's Viability Rating
(VR) of 'bbb-' in accordance with Fitch's assessment of each
instrument's respective non-performance and relative Loss Severity
risk profiles, which vary considerably.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

FNFG's subordinated debt is sensitive to changes in FNFG's VR.
Rating sensitivities for the VR are listed above.

SUBSIDIARY AND AFFILIATED COMPANY KEY RATING DRIVERS

First Niagara Bank and First Niagara Commercial Bank are wholly
owned subsidiaries of FNFG, and their ratings are aligned with
FNFG reflecting Fitch's view that the bank subsidiary is core to
the franchise.

SUBSIDIARY AND AFFILIATED COMPANY RATING SENSITIVITIES

FNFG's subsidiaries' ratings are sensitive to changes to FNFG's VR
or any changes to Fitch's view of structural subordination between
bank subsidiary and holding company.  Rating sensitivities for the
VR are listed above.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

Support Rating and Support Rating Floor of '5' and 'NF' reflect
Fitch's view that the company is unlikely to procure extraordinary
support should such support be needed.

KEY RATING SENSITIVITIES- SUPPORT RATING AND SUPPORT RATING FLOOR

Support Rating and Support Rating Floor are sensitive to Fitch's
assumption around capacity to procure extraordinary support in
case of need.

Fitch reviewed FNFG's ratings as part of the mid-tier regional
bank review.  The 19 banks in the review include: Associated Banc-
Corp (ASBC), BOK Financial Corp (BOKF), Cathay General Bancorp
(CATY), City National Bancorp (CYN),Cullen/Frost Bankers, Inc
(CFR), East West Bancorp, Inc. (EWBC), First Horizon National Corp
(FHN), First National of Nebraska, Inc. (FNNI), First Niagara
Financial Group, Inc. (FNFG), First Republic Bank (FRC), First
Merit (FMER), Fulton Financial Corp (FULT), Hancock Holding
Company (HBHC), People's United Financial, Inc. (PBCT), Synovus
Financial Corp (SNV), TCF Financial Corp (TCB), UMB Financial
Corporation (UMB), Webster Financial Corp (WBS), Wintrust (WTFC).

Fitch has affirmed the following ratings and revised the Outlook
to Stable:

First Niagara Financial Group, Inc

-- Long-term Issuer Default Rating at 'BBB-';
-- Short-Term IDR at 'F3';
-- Viability rating at 'bbb-';
-- Senior Unsecured at 'BBB-';
-- Preferred stock at 'B';
-- Subordinated debt at 'BB+';
-- Support at '5';
-- Support Floor at 'NF'.

First Niagara Bank, NA

-- Long-term deposits at 'BBB';
-- Long-term IDR at 'BBB-';
-- Viability at 'bbb-'
-- Short-term deposits at 'F3';
-- Short-Term IDR at 'F3'.
-- Support at '5';
-- Support Floor at 'NF'.

The following ratings on First Niagara Commercial Bank were
affirmed and withdrawn as the entity merged with and into First
Niagara Bank, NA.

First Niagara Commercial Bank

-- Long-term deposits at 'BBB';
-- Long-term IDR at 'BBB-';
-- Viability at 'bbb-';
-- Short-term deposits at 'F3';
-- Short-Term IDR at 'F3';
-- Support at '5';
-- Support Floor at 'NF'.


FIRST REPUBLIC: Fitch Hikes Preferred Stock Rating to 'BB'
----------------------------------------------------------
Fitch Ratings has upgraded First Republic Bank's (FRC's) ratings
to 'A-'/'F1' from 'BBB+'/'F2'.  The Rating Outlook was revised to
Stable from Positive.

The rating upgrade reflects the company's strong franchise,
superior asset quality through the cycle, and stable operating
performance.  These strengths are balanced against FRC's
geographically concentrated businesses and liquidity risk profile.
FRC's Stable Outlook reflects Fitch's expectation that asset
quality remains strong, liquidity does not materially weaken and
earnings will face headwinds in the near term.

KEY RATING DRIVERS - IDRS, VRs, AND SENIOR DEBT

FRC is heavily focused on relationship banking.  FRC uses
residential mortgage lending, largely to the luxury and high-end
housing segment, as a feeder to its private banking and wealth
management activities.  This business model has produced stable
operating results and solid asset quality metrics through credit
cycles.

FRC's primary ratings strength is asset quality.  FRC has the
lowest NPA levels amongst the entire mid-tier bank group, which is
not unusual for the company.  Fitch views FRC's strong asset
quality as a product of solid core management team, good
underwriting practices, high-net worth clientele and strong local
markets.  Although, Fitch expects FRC's credit quality to remain
relatively unchanged in the near term, we remain cautious on the
rapidly rising home values in FRC's home location in San
Francisco.

FRC's loan to deposit ratio remains elevated and ranks in the
highest quartile amongst the mid-tier banks.  While Fitch views
FRC's loan to deposit ratio as a credit negative, the agency's
view is balanced by FRC's relational banking strategy which tends
to generate sticky deposits.

Capital levels are relatively flat year over year. Fitch expects
FRC's capital levels to remain relatively unchanged as the bank is
still technically considered a de novo bank and is subject to
elevated capital requirements.

RATING SENSITIVITIES - IDRS, VRs, and SENIOR DEBT

Ratings upgrade is unlikely given FRC's geographic concentration
to California and its liquidity profile.  Conversely, negative
rating pressure could build if liquidity risk increases
significantly or if its key markets such as San Francisco
experience significant economic weakness.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

FRC'S preferred stock notched below its VR to reflect loss
severity and an assessment of increment non-performance risk.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

FRC's Preferred stock rating is sensitive to changes in FRC's VR.
Rating sensitivities for the VR are listed above.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

FRC's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.

KEY RATING SENSITIVITIES- SUPPORT RATING AND SUPPORT RATING FLOOR

FRC's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary
support in case of need.

Fitch Ratings reviewed FRC's ratings as part of the mid-tier
regional bank review.  The 19 banks in the review include:
Associated Banc-Corp (ASBC), BOK Financial Corp (BOKF), Cathay
General Bancorp (CATY), City National Bancorp (CYN),Cullen/Frost
Bankers, Inc (CFR), East West Bancorp, Inc. (EWBC), First Horizon
National Corp (FHN), First National of Nebraska, Inc. (FNNI),
First Niagara Financial Group, Inc. (FNFG), First Republic Bank
(FRC), First Merit (FMER), Fulton Financial Corp (FULT), Hancock
Holding Company (HBHC), People's United Financial, Inc. (PBCT),
Synovus Financial Corp (SNV), TCF Financial Corp (TCB), UMB
Financial Corporation (UMB), Webster Financial Corp (WBS),
Wintrust (WTFC).

Fitch has upgraded and revised the Outlooks to Stable for the
following ratings:

First Republic Bank

-- Long-term IDR to 'A-' from 'BBB+'; Outlook Stable
-- Short-term IDR to 'F1' from 'F2';
-- Viability Rating to 'a-' from 'bbb+';
-- Long-term deposit to 'A' from 'A-';
-- Short-Term deposits to 'F1' from 'F2';
-- Preferred stock to 'BB' from 'BB-';

Fitch has affirmed the following ratings:

First Republic Bank

-- Support Floor 'NF';
-- Support '5'.


FREEDOM INDUSTRIES: Secures $3 Million Interim Loan
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Freedom Industries Inc., whose leaky chemical tank
polluted drinking water in West Virginia, has interim approval for
a $3 million loan to pay expenses approved by the lender.

According to the report, at a final financing hearing on Feb. 11,
Freedom will be seeking approval of the entire $5 million loan
package.

The financing won't hinder the government's pursuit of cleanup
claims, the report said.

                    About Freedom Industries

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

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

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

The petition was signed by Gary Southern, president.


FRIEDE GOLDMAN: 5th Cir. Revives Insurers' Suit v. Holloway
-----------------------------------------------------------
The United States Court of Appeals for the Fifth Circuit
reinstated a fraud action filed by Liberty Mutual Insurance
Company and Employers Insurance of Wausau in 1998 against Jerroll
Lavon Holloway, also known as J.L. Holloway, his companies,
including Friede Goldman International, Inc., and Ham Marine,
Inc., and several other parties, including Stewart Sneed Hewes,
Inc. to recover workers' compensation premiums.  The District
Court in August 2012 dismissed the Fraud Litigation, which had
been stayed pending completion of a settlement.

The Fifth Circuit also reversed the District Court's grant of
summary judgment in favor of Holloway in a lawsuit by the insurers
to enforce a personal guaranty made by Holloway in the fraud
settlement agreement.

The appellate cases are LIBERTY MUTUAL INSURANCE COMPANY;
EMPLOYERS INSURANCE OF WAUSAU, a Mutual Company, Plaintiffs-
Appellants, v. JERROLL LAVON HOLLOWAY, also known as J.L.
Holloway, Defendant-Appellee; and LIBERTY MUTUAL INSURANCE
COMPANY, and EMPLOYERS INSURANCE OF WAUSAU, a Mutual Company,
Plaintiffs-Appellants, v. J. L. HOLLOWAY, RON W. SCHNOOR, CARL M.
CRAWFORD, KIM ADKINS, W. EDWARD TREHERN, Defendants-Appellees, No.
12-60762, c/w No. 12-60777 (5th Cir.).

A copy of the Fifth Circuit's Feb. 4, 2014 decisiion is available
at http://is.gd/yibHFofrom Leagle.com.

Litigation began in 1998, when Liberty Mutual and Employers
Insurance brought suit against Holloway et al. for fraud, RICO,
conspiracy, and common law claims related to the defendants'
misrepresentation of their risk in order to pay Liberty lower
premiums for workers' compensation insurance.  The Fraud
Litigation was settled in 2001 pursuant to a Settlement Agreement
that required the defendants, through Friede Goldman, to pay $4.5
million to the insurers in three payments of $2 million, $1.25
million, and $1.25 million. Holloway personally guaranteed the
third payment of $1.25 million in the event that Friede Goldman
was unable to make the payment.  The Settlement Agreement provided
for dismissal of the action upon full and final payment of $4.5
million.  If, for any reason, full and final payment was not made,
the insurers were entitled to retain settlement proceeds already
paid and return the case to the active docket. The district court
issued an administrative stay in the Fraud Litigation pending
successful completion of the Settlement Agreement.

Friede Goldman made the first two payments and soon after filed
for Chapter 11 bankruptcy in April 2001.  Friede Goldman was the
parent company of many of the defendant companies in the Fraud
Litigation.

Friede Goldman sought permission from the bankruptcy court to make
the third and final payment to the insurers, but the bankruptcy
judge denied the request.  Instead, the bankruptcy judge
encouraged the Chapter 11 Trustee to file a lawsuit against the
insurers to reclaim the first two settlement payments, totaling
$3.25 million, on the grounds that they were "preference" payments
under 11 U.S.C. Sec. 547(b).  The Trustee proceeded to file that
suit to recover the payments.

While the bankruptcy proceedings were ongoing, the insurers
requested the third and final payment of $1.25 million from
Holloway in accordance with his personal guaranty.  After first
refusing to pay, Holloway eventually agreed to pay the $1.25
million, but only in exchange for the full and final release of
all defendants in the Fraud Litigation.  The insurers refused to
grant the release because the bankruptcy preference litigation was
still pending, and they did not yet know whether they would retain
the entire $3.25 million paid in the first two payments.  Holloway
declined to pay the remaining $1.25 million without the releases.

As a result, the insurers filed a lawsuit against Holloway to
enforce his personal guaranty, claiming Holloway had breached the
agreement by refusing to honor his agreement to pay. The Complaint
in the Guaranty Litigation contained multiple counts: counts I and
II sought the $1.25 million payment for the insurers under the
terms of the contract, and counts III and IV alleged tort claims.
The insurers filed a motion for partial summary judgment as to
counts I and II, which the district court denied based on the
pending bankruptcy preference litigation.

Meanwhile, the insurers settled the preference suit with the
Chapter 11 Trustee.  The insurers agreed to return $1.9 million of
the $3.25 million they had been paid by Friede Goldman, keeping
only $1.35 million.  After settling the preference litigation, the
insurers contacted other defendants in the Fraud Litigation in an
effort to recoup their lost funds.  Ultimately, the insurers
received a $500,000 payment from BancorpSouth, who succeeded
Stewart Sneed Hughes, Inc. as a defendant, in exchange for a full
release of liability and dismissal of all claims against it.

BancorpSouth's role in this case is limited to a $500,000
settlement agreement it reached with the insurers.

In the Guaranty Litigation, the insurers offered Holloway a full
release and dismissal of claims against him in exchange for the
third and final $1.25 million payment he had personally
guaranteed. Holloway again refused to pay, contending that in
light of the $500,000 payment the insurers received from
BancorpSouth, his personal obligation was reduced by the amount of
that payment to $750,000. The insurers, on the other hand, denied
that any such credit should be applied to Holloway's obligation.
Holloway filed a motion for summary judgment arguing his right to
the $500,000 credit, and the insurers re-urged their original
partial motion for summary judgment seeking the full $1.25 million
from Holloway, which the district court had previously denied
while the preference litigation was still pending.

While these motions were pending in the Guaranty Litigation, the
district court entered an order in the Fraud Litigation directing
that Holloway's motion to enforce settlement be "subsumed" in the
district court's disposition of the cross motions for summary
judgment pending in the Guaranty Litigation.

On Sept. 20, 2010, the district court granted Holloway's Motion
for Summary Judgment in the Guaranty Litigation, deciding that
Holloway owed the insurers the reduced total of $750,000.  The
district court also ruled that the insurers could not establish
the elements necessary to recover any of the money they lost on
account of the $1.9 million they returned to the Trustee in the
preference litigation, despite the fact that the insurers would
not receive the full $4.5 million agreed to in the original
Settlement Agreement.  The district court did not assess
prejudgment interest on this award, and entered a subsequent Final
Judgment in which it assessed costs against the insurers.

On Aug. 21, 2012, the district court issued an Order dismissing
the Fraud Litigation, incorporating by reference its September
2010 Memorandum Opinion and Order in the Guaranty Litigation.  The
insurers timely appealed the district court's order on summary
judgment and its subsequent Final Judgment in the Guaranty
Litigation.  The insurers also appeal the district court's
decision to "subsume" the Fraud Litigation into the Guaranty
Litigation, and the court's dismissal of the insurers' insurance
fraud suit.

Headquartered in Gulfport, Mississippi, Friede Goldman Halter,
Inc., was a world leader in the design and manufacture of
equipment for the maritime and offshore energy industries.  Friede
Goldman and its debtor-affiliates filed for Chapter 11 protection
on April 19, 2001 (Bankr. D. Miss. Case No. 01-52173).  When the
Debtors filed for chapter 11 protection, they listed assets
totaling $802 million and liabilities totaling $704 million.  The
Bankruptcy Court confirmed the Debtors' Fourth Amended Joint Plan
or Reorganization on Dec. 30, 2003.  The Plan became effective on
Jan. 13, 2004.  A Liquidating Trust was created to liquidate the
Debtors' assets, make distributions, and wind down the Debtors
affairs.  Oakridge Consulting, Inc., and Ocean Ridge Capital
Advisors, L.L.C., were appointed as Liquidation Trustees.
Douglas S. Draper, Esq., Leslie A. Collins, Esq., and Greta M.
Brouphy, Esq., at Heller, Draper, Hayden, Patrick & Horn, LLC,
represent the Liquidation Trustees.


FULTON CAPITAL: Fitch Affirms 'BB' Preferred Stock Rating
---------------------------------------------------------
Fitch Ratings-New York-05 February 2014: Fitch Ratings has
affirmed the ratings for Fulton Financial Corp (FULT) at
'BBB+'/'F2'.  The rating Outlook remains Stable.
The Stable Outlook incorporates assumptions that asset quality
will continue to show improvements, earnings will face headwinds
and capital levels will remain relatively stable.

KEY RATING DRIVERS - IDRS, VRs, AND SENIOR DEBT

The rating affirmation and Stable Outlook reflects operating
performance, problem asset levels and franchise strength in line
with similarly rated peers.  While FULT's credit costs have
declined and are considered low on an absolute basis, net charge
offs are amongst the highest of the mid-tier group.

Fitch expects FULTs credit costs to remain low but continue to
rank in the top half of the mid-tier group in the near term.
Fitch believes that exposure to nonperforming commercial real
estate, which has a resolution period longer than that retail
loans, has caused net charge offs to remain relatively higher than
its peers. Additionally, exposure to the weak economy in New
Jersey has also resulted in relatively higher credit costs.

FULT's operating performance is solid and ranks in the top half of
the mid-tier peer group. Fitch believes ROA will continue to
perform at cyclical lows during the low rate environment. That
said, Fitch has incorporated the expectation of earnings
improvement once the interest rate environment improves.

RATING SENSITIVITIES - IDRS, VRs, AND SENIOR DEBT

FULT is solidly situated at its current rating level.  While near
term ratings improvement is unlikely, FULT would gain positive
ratings momentum should the company improve franchise strength
demonstrated by both funding costs and profitability consistently
ranking amongst the top quartile of the mid-tier banks.
Similarly, negative ratings changes are not anticipated. However,
should asset quality trends decline significantly, negative
ratings pressure could build.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

FULT's subordinated debt and preferred stock are rated one and
five notches below FULT's VR respectively.  The notching reflects
loss severity and an assessment of increment non-performance risk.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

FULT's subordinated and preferred stock ratings are sensitive to
changes to FULT's VR. Rating sensitivities for the VR are listed
above.

SUBSIDIARY AND AFFILIATED COMPANY KEY RATING DRIVERS

FULT's subsidiary ratings are aligned with FULT, which reflects
Fitch's view that the bank subsidiaries are core to the franchise.

SUBSIDIARY AND AFFILIATED COMPANY RATING SENSITIVITIES

FULT's are sensitive to changes to FULTS's VR or any changes to
Fitch's view of structural subordination between bank subsidiary
and holding company.  Rating sensitivities for the VR are listed
above.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

FULT's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.

KEY RATING SENSITIVITIES- SUPPORT RATING AND SUPPORT RATING FLOOR

FULT's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary
support in case of need.

Fitch Ratings reviewed FULT's ratings as part of the mid-tier
regional bank review.  The 19 banks in the review include:
Associated Banc-Corp (ASBC), BOK Financial Corp (BOKF), Cathay
General Bancorp (CATY), City National Bancorp (CYN),Cullen/Frost
Bankers, Inc (CFR), East West Bancorp, Inc. (EWBC), First Horizon
National Corp (FHN), First National of Nebraska, Inc. (FNNI),
First Niagara Financial Group, Inc. (FNFG), First Republic Bank
(FRC), First Merit (FMER), Fulton Financial Corp (FULT), Hancock
Holding Company (HBHC), People's United Financial, Inc. (PBCT),
Synovus Financial Corp (SNV), TCF Financial Corp (TCB), UMB
Financial Corporation (UMB), Webster Financial Corp (WBS),
Wintrust (WTFC).

Fitch has affirmed the following ratings with a Stable Outlook:

Fulton Financial Corporation

-- Long-term IDR at 'BBB+'; Outlook Stable;
-- Short-term IDR at 'F2';
-- Viability Rating at 'bbb+';
-- Subordinated debt at 'BBB';
-- Support affirmed at '5';
-- Support Floor at 'NF'.

Fulton Bank, N.A.

-- Long-term IDR at 'BBB+'; Outlook Stable;
-- Long-term deposits at 'A-';
-- Short-term IDR at 'F2';
-- Short-term deposits at 'F2';
-- Viability Rating at 'bbb+';
-- Support '5';
-- Support Floor at 'NF'.

The Columbia Bank

-- Long-term IDR at 'BBB+'; Outlook Stable;
-- Long-term deposits at 'A-';
-- Short-term IDR at 'F2';
-- Short-term deposits at 'F2';
-- Viability Rating at 'bbb+';
-- Support '5';
-- Support Floor at 'NF'.

Lafayette Ambassador Bank

-- Long-term IDR at 'BBB+'; Outlook Stable;
-- Long-term deposits at 'A-';
-- Short-term IDR at 'F2';
-- Short-term deposits at 'F2';
-- Viability Rating at 'bbb+';
-- Support '5';
-- Support Floor at 'NF'.

Fulton Bank of New Jersey

-- Long-term IDR at 'BBB+'; Outlook Stable ;
-- Long-term deposits at 'A-';
-- Short-term IDR at 'F2';
-- Short-term deposits at 'F2';
-- Viability Rating at 'bbb+';
-- Support '5';
-- Support Floor at 'NF'.

Fulton Capital Trust I

-- Preferred stock at 'BB'.


GOLDKING HOLDINGS: Wants Until May 27 to File Reorganization Plan
-----------------------------------------------------------------
Goldking Holdings, LLC, et al., ask the U.S. Bankruptcy Court for
the Southern District of Texas to extend their exclusive periods
to file a plan or plans of reorganization until May 27, and to
solicit acceptances for the plan or plans until July 27.

Goldking has requested an expedited hearing on its request.  The
Debtors seek a hearing for Feb. 18, at 2:00 p.m.

Absent an extension, the Debtors' exclusive filing period will
expire Feb. 27, and the time period to solicit acceptances of that
plan will expire April 28.

                      About Goldking Holdings

Goldking Holdings LLC, an oil-and-gas exploration company based in
Houston, Texas, 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 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 (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.  The
Debtors' notice, claims, solicitation and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Lantana Oil & Gas Partners was initially hired as the Debtors'
financial advisors.  In December 2013, the Debtors won Court
approval to employ E-Spectrum Advisors LLC, led by its CEO Coy
Gallatin, as asset sale advisor.

Goldking Holdings disclosed $16,170 in assets and $11,484,881 in
liabilities as of the Chapter 11 filing.

Judy A. Robbins, the U.S. Trustee was unable to appoint a
committee of unsecured creditors.


GOLDKING HOLDINGS: Wants More Time to Decide on Leases
------------------------------------------------------
Goldking Holdings, LLC, and its debtor-affiliates ask the Hon.
David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas to extending the time for the Debtors to assume
or reject unexpired leases of nonresidential real property to and
including the date of confirmation of a plan of reorganization.

The deadline by which the Debtors must assume or reject the
unexpired leases will expire on Feb. 27, 2014.

Patrick L. Hughes, Esq., at Haynes And Boone, LLP, the attorney
for the Debtor, said in a court filing dated Jan. 22, 2014, "It
remains unclear under applicable law which executory agreements
may comprise 'nonresidential real property leases' subject to this
deadline.  But absent prompt consideration of the motion and an
extension before this deadline, the Debtors may be forced to make
a premature decision on matters that should await the sale results
and an expected early plan confirmation process, or possible risk
forfeiting rights under certain leases that constitute a
significant portion of its total assets, which may, in turn,
seriously jeopardize their chance at a successful reorganization."

In connection with their business operations, the Debtors own the
right to explore and produce oil and gas from certain lands in
Louisiana and Texas, by virtue of oil and gas leases with both
government entities and private landowners in these states.  In
addition, the Debtors are a party to one or more other
nonresidential real property leases.

The Debtors do not concede that any of the mineral leases relating
to the exploration and production of oil and gas to which it is a
party comprise executor contracts or unexpired leases of
nonresidential real property.  The Debtors reference and include
the oil, gas and mineral leases and all of their other executory
contracts associated with the exploration and production of oil
and gas out of an abundance of caution, to the extent they might
be construed to be unexpired leases of nonresidential real
property which would be otherwise deemed terminated before there
is a sale of substantially all of the oil and gas assets, as
contemplated, and otherwise a plan confirmed in the case.

Since the Petition Date, the Debtors have been primarily
concerned with matters relating to (i) the first day matters
filed, (ii) disputes over the transfer of venue from Delaware
to Texas, (iii) stabilization of business operations,
(iv) postpetition financing and operational issues, and
(v) preparing and now undertaking the oil and gas properties for a
marketing and sale process.  The Debtors have not yet had an
opportunity to identify or make final determinations regarding the
assumption or rejection of its leases, and particularly its
nonresidential real property leases, which could possibly include
among them arguments that these include leases and agreements
associated with the Debtors' oil and gas properties, Mr. Hughes
said.

The Debtors intend to file a disclosure statement and plan of
reorganization on a timetable consistent with their obligations
under the milestones provide for in their applicable postpetition
financing agreements.  Under the current milestones, the Debtors
must have, among other things, confirmed a plan of reorganization
or liquidation on terms acceptable to its postpetition lender by
April 28, 2014.

                     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.


GOLDKING HOLDINGS: Proposes March 5 Auction for Assets
------------------------------------------------------
Goldking Holdings, LLC, and its debtor-affiliates ask the Hon.
David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas to approve proposed bidding procedures for the
sale of all or substantially all of their assets, free and clear
of all liens, claims, encumbrances, and other interests other than
those permitted by the purchase and sale agreement.

Wayzata Opportunities Fund II, L.P., agreed to fund the Debtors'
post-petition financing needs through a secured debtor-in-
possession financing facility, which the Court approved on an
final basis by order dated Dec. 10, 2013.  The Final DIP Order
requires the Debtors to satisfy certain milestones, including
obtaining entry of the bidding procedures order by 120 days after
the Petition Date, entry of the sale order 60 days after entry of
the bidding procedures order, and consummation of the sale by 180
days after the Petition Date.

The Lender will be considered a qualifying bidder and in
determining whether the potential bidders constitute qualified
bidders, the Debtors may consider a combination of bids for the
assets.

The bidding procedures require a potential bidder to, among other
things: (i) commit to close the transactions contemplated by the
modified purchase and sale agreement by March 26, 2014, absent a
mutually agreed extension thereof; (ii) not request for any break-
up fee, termination fee, expense reimbursement or similar type of
fee or payment; (iii) provide a cash purchase deposit in an amount
equal to 10% of the purchase price provided for in the modified
purchase and sale agreement; and (iv) provide for liquidated
damages in the event of the qualifying bidder's breach of, or
failure to perform under, the modified purchase and sale agreement
equal to the amount of the Deposit.

Bids must be submitted to (i) the Debtors; (ii) counsel to the
Debtors, Haynes and Boone, LLP (Attn: Patrick L. Hughes and
Christopher Castillo); (iii) the investment advisor for the
Debtors, E-Spectrum Advisors LLC, 5850 San Felipe Street, Suite
500, Houston, Texas 77057 (Attn: Coy Gallatin), and (iv) counsel
to the Lender, Porter Hedges LLP, 1000 Main Street, 36th Floor,
Houston, Texas 77002 (Attn: John F. Higgins and Whitney Ables) by
Feb. 26, 2014 at 5:00 p.m. (CST).

In the event that the Debtors timely receive one or more
qualifying bids, the Debtors will conduct an auction on March 5,
2014, beginning at 10:00 a.m. (CST).  Two days prior to the
auction date, the Debtors, in consultation with the Lender, will
determine which of the qualifying bids is the highest or best bid,
for purposes of constituting the opening bid of the auction.
Auction Bidders may submit successive bids in increments of at
least $100,000 higher than the Baseline Auction Bid and thereafter
the then-highest and best bid.

The prevailing bid and any second-highest bid will constitute an
irrevocable offer and be binding on the prevailing bidder and the
second-highest bidder, respectively, from the time the bid is
submitted until the earliest of (a) 2 business days after the sale
has closed, or (b) 21 days after entry of the sale order.  Each
qualifying bid that is not the prevailing bid or the second-
highest bid will be deemed withdrawn and terminated at the
conclusion of the sale hearing scheduled for March 7, 2014, at
10:00 a.m. (CST).

In the event that the prevailing bidder fails to close the sale
prior to March 26, 2014, the Debtors will be authorized, but not
directed, to close the Sale to the second-highest bidder.

                     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.


GREEN FIELD ENERGY: Feb. 27 Hearing to Approve Restructuring Pact
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware rescheduled
until Feb. 27, 2014, at 11:00 a.m., the hearing to consider
approval of the restructuring support agreement with the so-called
Moreno Entities, Turbine Powered Technology LLC, SWEPI LP, and
Consenting Noteholders.

The Debtors filed the RSA motion on Dec. 31, 2013.  The RSA is a
settlement of various claims and causes of action and the
treatment of the Debtors' outstanding debt, liabilities, and
equity interests between the Debtors, the Moreno Entities, Turbine
Powered Technology, SWEPI, LP and Consenting Noteholders.  Each of
the RSA Parties has asserted causes of action against some or all
of the other RSA Parties.  The terms of the RSA provides that "the
restructuring is to be realized through a chapter 11 plan of
reorganization that is consistent with the term sheet . . . and
otherwise reasonably acceptable to the Debtors, the Moreno
Entities, Shell, TPT and the Consenting Noteholders."  The Chapter
11 Plan will contain releases of certain of those causes of
action.  All such issues may be litigated, if necessary, in
connection with the confirmation of the Chapter 11 Plan.

The Consenting Noteholders are holders of at least 66.7% of the
aggregate principal amount of the 13% Senior Secured Notes Due
2016 issued in the original aggregate principal amount of
$250,000,000 under the Indenture dated as of Nov. 15, 2011, among
Debtor Green Field Energy Services, Inc., and Wilmington Trust,
National Association, as trustee and collateral agent.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, asked the
Court to postpone ruling on the restructuring support agreement
(a) until after the examiner has issued his report; and (b) the
Debtors' disclosure statement/plan process has begun.

According to the U.S. Trustee, the examiner will file, by March 4,
2014, a report regarding "whether the estates hold valuable claims
or causes of action against any of the parties that would receive
a release if the Chapter 11 Plan described in the RSA is
confirmed, and whether the value being contributed by the parties
to the RSA . . . justifies granting such releases."  The
examiner's report will be helpful to the Court and other parties-
in-interest in their consideration of the RSA motion.

The hearing on the RSA motion was previously scheduled for Feb. 4.

On Jan. 24, Steven K. Kortanek, Esq., at Womble Carlyle Sandridge
& Rice, LLP, on behalf of the Official Committee of Unsecured
Creditors filed under seal its objection to the RSA motion.

National Oilwell Varco, L.P., joined in the objection of the
Committee.

                    About Green Field Energy

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

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

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

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

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

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

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

Steven A. Felsenthal, the court-appointed examiner tapped to
employ Stutzman, Bromberg, Esserman & Plifka as his counsel.


GREEN FIELD ENERGY: Wants Lease Decision Extension Until May 27
---------------------------------------------------------------
Green Field Energy Services, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend through and including
May 27, 2014, the deadline to assume or reject all unexpired
leases of nonresidential real property not previously sought to be
rejected by the Debtors.

The original 120-day period to assume or reject the Leases
currently expires on Feb. 24, 2014.

"The numerous business and legal issues facing the Debtors are at
least as complex as those facing debtors in bankruptcy cases of
similar size.  Despite these issues, the Debtors promptly moved to
reject certain real property leases after the commencement of the
Chapter 11 cases.  However, given the other issues that have had
to be addressed in these Chapter 11 cases to date, the Debtors
have not been able to finalize their analysis and conclusions
regarding assumption and rejection of the Leases," Kara Hammond
Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, the attorney
for the Debtors, said in a court filing dated Jan. 14, 2013.

According to Ms. Hammond, the Leases are important assets of the
Debtors' estates.  The Debtors are currently marketing their
assets and soliciting/receiving bids for their assets, including
the Leases.  Ms. Hammond stated in the filing that it is
anticipated that many of the Leases would be assumed and assigned
in connection with the sale process, making them a significant
aspect of the Debtors' efforts to maximize value in the Chapter 11
cases.  Not extending the Assumption/Rejection Period will either
force the Debtors to prematurely assume substantial long-term
liabilities under the Leases, creating significant potential
administrative expense claims, or cause the Debtors to forfeit
benefits associated with certain Leases, thereby hindering their
ability to maximize the value of their estates through the sale
process or otherwise, Ms. Hammond said.

                 About Green Field Energy Services

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

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

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

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

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

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


GROEB FARMS: Committee Wants Chapter 11 Case Open Until August
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Groeb Farms, Inc., has asked the Bankruptcy Court to keep
the Debtor's bankruptcy case open for an additional 210 days from
the Feb. 18, 2014, to Aug. 1, 2014, to:

   -- allow adequate time for the claims objection deadline
      under the Plan to pass; and

   -- provide parties-in-interest with time to extend the
      claims objection deadline if necessary.

According to the Committee, the notice of confirmation was entered
on Dec. 20, 2013.  Pursuant to the notice, the Debtors have
proposed that the bankruptcy case be closed within 60 days of the
notice, or by Feb. 18.  Pursuant to the Second Amended Plan of
Reorganization of the Debtor, the claims objection deadline is 180
days after the Effective Date of the Plan or such other date as
may be set by Court Order.  The Committee believes the effective
date occurred on Dec. 31.

The Debtors also notified the Court that the effective date of the
Plan occurred on Dec. 31.  The Court also ordered that unless
otherwise provided by the Plan or confirmation order, the deadline
to file final requests for payment of fee claims is Feb. 14, which
is the first business day that is 45 days after the Effective
Date.

The Troubled Company Reporter, citing a report by Bill Rochelle,
the bankruptcy columnist for Bloomberg News, reported on Dec. 26,
2013, that the Debtor persuaded the bankruptcy judge to sign a
confirmation order approving a plan worked out before Chapter 11
filing in early October.  An affiliate of private-equity firm Peak
Rock Capital will become the controlling owner in exchange for
$7 million of the $27 million in financing it provided for the
Chapter 11 effort.  Holders of $7 million in senior subordinated
notes will receive new subordinated debt and warrants.

Trade suppliers with $14.5 million in claims will receive 110
percent of their claims for continuing to do business.  Other
unsecured creditors owed $4 million will receive distributions
from a litigation trust resulting from lawsuit recoveries.

                         About Groeb Farms

Headquartered in Onsted, Michigan, Groeb Farms is one of the
largest honey packers in the nation.  For more than 30 years, the
company has provided the finest, top quality, wholesome and safe
honey and related food products to industrial and retail customers
as well as the American consumer.

The Company sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-58200, Bankr. E.D. Mich.).
Judge Walter Shapero is overseeing the case.  The Debtor is
represented by Judy A. O'Neill, Esq., and John A. Simon, Esq., at
Foley & Lardner LLP, in Detroit, Michigan.  Conway MacKenzie,
Inc., serves as financial advisor, while Houlihan Lokey Capital,
Inc., investment banker and also as financial advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims, noticing, and
balloting agent.  Groeb Farms tapped Deloitte Tax LLP as tax
advisor.  The Court approved Deloitte's hiring in December.

Daniel M. McDermott, United States Trustee for Region 9, has
appointed five creditors to serve on the Official Committee of
Unsecured Creditors.  The Creditors' Committee members are: Bees
Brothers, LLC, Little Bee Impex, Delta Food International Inc.,
Buoye Honey, and Citrofrut SA de CV.

HC Capital Holdings 0909A, LLC, an affiliate of Honey Financing
Company, LLC, extended $27 million senior secured super-priority
revolving credit facility to the Debtors.  The DIP Lender is
represented by Leonard Klingbaum, Esq., at Kirkland & Ellis
LLP, in New York.


HAWAII OUTDOOR: Cash Collateral Hearing Continued Until March 17
----------------------------------------------------------------
The Bankruptcy Court, according to minutes of hearing held
Jan. 21, 2014, authorized David C. Farmer, the Chapter 11 trustee
for Hawaii Outdoor Tours, Inc., to continue using cash collateral.

The minutes also stated that First-Citizens Bank consented to the
use of cash collateral because a sale of the Debtor's assets will
close shortly.  The parties are ordered to submit another
stipulation for consideration.

Further hearing on the matter is scheduled for March 17 at 9:30
a.m.

As reported in the Troubled Company Reporter on Oct. 9, 2013, the
Chapter 11 trustee won authority to use cash collateral to
continue operating the property located at 93 Banyan Drive, Hilo,
Hawaii, which includes the hotel known as Naniloa Volcanoes Resort
and a nine-hole golf course known as the Naniloa Volcanoes Gold
Club.

As adequate protection for the Trustee's use of collateral, First-
Citizens Bank is granted a Senior Replacement Lien in all of the
Borrower Accounts created from and after the Petition Date and all
of the Debtor's right, title and interest in, to and under the
Pre-Petition Collateral.

The Chapter 11 trustee also granted, assigned and pledged to the
Department of Taxation, State of Hawaii a second priority
replacement lien and security interest, junior to the Senior
Replacement Lien of First-Citizens Bank in all of the Borrower
Accounts created from and after the Petition Date and all of the
Debtor's right, title and interest in, to and under the Pre-
Petition Collateral.

The trustee and First-Citizens Bank have agreed to provide
postpetition financing of a reserve account held by the Trustee at
First Hawaiian Bank.  First-Citizens Bank will cause the sum of
$100,000 to be wire transferred to the Reserve Account.  The
Reserve Account funds will be used solely in the event that the
Trustee does not have sufficient cash to fund: (i) payroll, (ii)
payroll taxes, (iii) State of Hawaii general excise tax, and/or
(iv) State of Hawaii transient accommodation taxes.

The complete terms and conditions of the postpetition financing of
the Reserve Account can be found on pages 32 to 34 of the Tenth
Interim Cash Collateral Order, a copy of which is available at:

         http://bankrupt.com/misc/hawaiioutdoor.doc407.pdf

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Naniloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Naniloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortar alone was valued in excess of
$35 million by First Regional's appraiser and the insurance
company.

Bankruptcy Judge Robert J. Faris oversees the case.  Ramon J.
Ferrer, Esq., represents the Debtor as counsel.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents secured creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.

Timothy J. Hogan, Esq., represents David C. Farmer, the Chapter 11
Trustee, as counsel.

Christopher J. Muzzi, Esq., at Tsugawa Biehl Lau & Muzzi, LLLC,
represents the Official Committee of Unsecured Creditors as
counsel.

The Bankruptcy Court, in the minutes of the hearing held Nov. 12,
2013, authorized the Chapter 11 trustee to sell hotel, assets and
assignments to the highest bidder.

Ken Direction Corporation, the parent company of Hawaii Outdoor
Tours, Inc., filed with the U.S. Bankruptcy Court for the District
of Hawaii on Nov. 5, 2013, a disclosure statement explaining its
proposed plan of reorganization for the Debtor, dated Nov. 4,
2013.  According to the Disclosure Statement, the source of about
$14,000,000 in new funds will be the proceeds from the sale of
real estate owned by HPAC, LLC, an affiliated company of the
Proponent, to Shalom Amar Revocable Trust 2000 by way of a 1031
exchange.


HAYES LEMMERZ: Union Fails in Bid to Dismiss "Laber" Suit
---------------------------------------------------------
In 2006, Donald Laber and Douglas Whack terminated their
employment with HLI Commercial Highway, Inc., a subsidiary of
Hayes Lemmerz International, Inc., by taking advantage of a one-
time voluntary separation agreement entered into between HLI and
defendants United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service Workers Intl.
Union and Local 21.  The memorandum agreement, and the subsequent
agreement entered into between HLI and the international, provided
that bargaining unit employees with sufficient seniority were
entitled to elect to voluntarily terminate their employment with
HLI in exchange for three categories of benefits: "a cash award
based upon seniority; a cash award aimed at bridging the gap for
medical expenses until the employee becomes Medicare eligible; and
extended healthcare benefits." To take advantage of the agreement,
qualifying bargaining unit employees were required to register
their election and submit the appropriate paperwork by Oct. 31,
2006. Laber and Whack were third-party beneficiaries to this
agreement, for they elected to voluntarily separate their
employment in exchange for the specific benefits provided therein.

According to the complaint, the "Memorandum agreement is a
contract separate and apart from" the CBA. (Compl. at  8.) The
Memorandum agreement, itself, provides that it was the product of
negotiations between HLI and the local that "afforded both parties
full and complete opportunities to exchange and discuss proposals
regarding [the] one-time" voluntary separation opportunity.
(Memorandum agreement at 18). Upon executing the memorandum
agreement, the parties to it "acknowledge[d] that they clearly,
expressly, unequivocally, and totally waive[d] any rights to
bargain over the terms set forth herein." (Id.)

In 2009, and subsequent to Laber and Whack's respective decisions
to voluntarily separate, Hayes Lemmerz sought protection under
Chapter 11 of the United States Bankruptcy Code.  During the
course of the bankruptcy, Hayes Lemmerz and the international
union entered into an agreement "for the purpose of negotiating a
modification of 'retiree benefits,' as defined in Section 1114(a)
of the Bankruptcy Code.  The bankruptcy agreement made no
reference to Laber and Whack's rights arising under the memorandum
agreement, and Hayes Lemmerz did not list Laber and Whack as
creditors of the bankruptcy estate in sufficient time to permit
them to file a proof of claim.  Nonetheless, the bankruptcy
agreement had the effect of modifying the medical benefits of all
retirees of Hayes Lemmerz and its affiliates, including those who
had exercised their rights under the memorandum agreement.

On Feb. 25, 2013, Laber and Whack sued in the Summit County Court
of Common Pleas.  The complaint contained two claims, one for
breach of contract and a second claim for tortious interference
with contractual and business relations, with the memorandum
agreement serving as the foundation for both claims.  The
complaint purports to rest on state common law, and is free of any
reference to federal law.

On March 25, 2013, the defendants removed the action to District
Court for the Northern District of Ohio on the basis of federal
question jurisdiction under 28 U.S.C. Sections 1441 and 1446.
Noting that the complaint alleges a breach of an agreement between
a union and an employer, the defendants contend that Laber and
Whack's claims are governed by Sec. 301 of the Labor Management
Relations Act, 29 U.S.C. Sec. 185, "which provides federal
jurisdiction over suits for 'violation of contracts between an
employer and a labor organization.'".

Presently before the Court is Laber and Whack's motion to remand
the matter to state court.  The Defendants oppose the motion, and
plaintiffs have filed a reply.  Also before the Court is
defendants' motion to dismiss the complaint for failure to state a
claim.

In a Jan. 31, 2014 Memorandum Opinion and Order available at
http://is.gd/eY9Sysfrom Leagle.com, District Judge Sara Lioi
ruled that the plaintiffs' motion to remand is denied, the
plaintiffs' state law claims are preempted by federal law, and the
defendants' motion to dismiss is denied as moot.  The plaintiffs
are afforded 14 days to file a motion for leave to amend their
complaint, along with a proposed amended complaint.  If plaintiffs
do not timely file a conforming amended complaint, the Court will
dismiss the action.

The case is, DONALD LABER, et al., Plaintiffs, v. UNITED STEEL,
PAPER AND FORESTRY, RUBBER, MANUFACTURING, ENERGY, ALLIED
INDUSTRIAL AND SERVICE WORKERS INTERNATIONAL UNION, et al.,
Defendants, Case No. 5:13CV640 (N.D. Ohio).

                         About Hayes Lemmerz

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.

This is the Company's second trip to the bankruptcy court, dubbed
a Chapter 22, which was precipitated by an unprecedented slowdown
in industry demand and a tightening of credit markets.


HOYT TRANSPORTATION: Taps Greenberg Traurig as Litigation Counsel
-----------------------------------------------------------------
Hoyt Transportation Corp. seeks permission from the Hon. Nancy
Hershey Lord of the U.S. Bankruptcy Court for the Eastern District
of New York to employ Greenberg Traurig, LLP as special litigation
counsel.

Greenberg Traurig has been representing the Debtor and its co-
plaintiff, Careful Bus Service, Inc., in connection with a hybrid
Article 78 and Declaratory Judgment action pending before the Hon.
Peter Moulton in the New York Supreme Court under Index No.
100741/2013 (the "Litigation").

In light of the prior services rendered by Greenberg Traurig, and
its familiarity with the Litigation, the Debtor desires to
continue the retention of Greenberg Traurig as special counsel.

Greenberg Traurig will be paid at these hourly rates:

       Michel A. Berlin             $643.50
       Diana M. Dellamere           $297
       Daniel Friedman              $292.50
       Jerrold F. Goldberg          $769.50
       Robert M. Harding            $792
       Jeffrey D. Mamorsky          $796.50
       John L. Mascialino           $500
       Daniel R. Milstein           $526.50
       Adam W. Silverman            $210
       William C. Silverman         $666
       Steven Sinatra               $666

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

The Debtor and Careful Bus agreed that Careful Bus would be
responsible for no more than $35,000 in Greenberg Traurig's fees
and expenses and that the Debtor would be responsible for the
balance, in recognition that the Debtor's claims against the City
was substantially larger than Careful Bus'.  Upon information and
belief, Careful Bus has been invoiced for the $35,000 for which it
is responsible.  Greenberg Traurig subsequently received $19,000
of such invoiced amount directly from Careful Bus.

Greenberg previously represented the Debtor in connection with the
Debtor's prior contract with the City, and provided counsel
relating to the Debtor's pension liability and union issues.  As
of filing of the Chapter 11 case, the Debtor owed fees to
Greenberg in connection with that representation as well as for
the Litigation.

Although, Greenberg Traurig is a pre-petition creditor of the
Debtor, the Debtor is advised by Greenberg Traurig that it
represents and holds no interest adverse to the Debtor.

John Mascialino, shareholder of Greenberg Traurig, 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.

Greenberg Traurig can be reached at:

       John Mascialino, Esq.
       GREENBERG TRAURIG LLP
       MetLife Building
       200 Park Avenue
       New York, NY 10166
       Tel: (212) 801-9355
       E-mail: mascialinoj@gtlaw.com

                   About Hoyt Transportation

Brooklyn, New York-based Hoyt Transportation Corp. filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on
July 13, 2013, estimating at least $10 million in assets and
liabilities.  The Debtor is represented by Kevin J. Nash, Esq., at
Goldberg Weprin Finkel Goldstein LLP.

Brooklyn-based Hoyt specializes in transportation for children
with disabilities.  Hoyt operated 350 buses until the contract
with the Department of Education expired.


HOYT TRANSPORTATION: May Close Acquisition of Atlantic's Assets
---------------------------------------------------------------
The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York has authorized Hoyt Transportation
Corp. to close and consummate the acquisition of the assets of
Atlantic Queens Bus Corp. and select routes and buses of Atlantic
Express affiliate Amboy Bus Corp.

On Dec. 18, 2013, the Debtor filed a motion seeking final approval
of bids to purchase the assets of Atlantic Queens and other select
routes, buses.  The Debtor became active in the bidding procedures
relating to the Atlantic Express Chapter 11 cases in Manhattan,
and previously sought the permission of the Court to participate
in the auction.

As reported by the Troubled Company Reporter on Dec. 17, 2013, the
Court authorized the Debtor to bid at the bankruptcy auction sale
involving the assets of Atlantic Express et al.  The Debtor was
allowed to make a bid for certain of the assets of Atlantic
Express, including providing a $500,000 deposit, and offering to
assume liabilities.

The Debtor then formulated a set of bids, and on Dec. 11, 2013,
the Debtor received news that its total bid of $3.092 million to
acquire Atlantic Queens' operating assets was deemed the reserve
bid.  The Debtor became the successful bidder at the auction held
on Dec. 13, 2013, for, inter alia, an additional 59 special
education routes plus 21 summer school routes buses pursuant to a
second set of bids.  The additional routes relate to Amboy, and
augment the work garnered from the Atlantic Queens bid, bringing
the Debtor close to its pre-bankruptcy operating level.

The Debtor seized on the opportunity presented to it by the
unexpected bankruptcy of Atlantic Express and bid on: (i) Atlantic
Queens' 149 regular school year special ed routes and 148 Ramp
wagons; and (ii) Amboy Bus' 59 select regular school year special
ed routes, 21 summer school special ed routes, and 20 additional
mini-wagons (2101), for a total bid of $3.77 million.

Consistent with the Bid Participation Order, all of the monies to
close the transaction are being funded by the Debtor's principals.
The sum of $3.22 million, representing the balance of the purchase
price, has been deposited into the escrow account.  Atlantic
Express is holding in escrow the prior $500,000 deposit, which was
also funded by the Debtor's principals.

The Debtor said in its Dec. 18, 2013 court filing that it has been
agreed, in theory, by counsel for Atlantic Express, Local 1181,
and the New York City Department of Education that a reserve of
$575,000 will be established from the Debtor's bid in order to
address back-pay claims.  The Debtor is acquiring all of the
assets free and clear of all claims, liens, taxes and
encumbrances.

                      About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.

                     About Hoyt Transportation

Brooklyn, New York-based Hoyt Transportation Corp. filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on
July 13, 2013, estimating at least $10 million in assets and
liabilities.  The Debtor is represented by Kevin J. Nash, Esq., at
Goldberg Weprin Finkel Goldstein LLP.

Brooklyn-based Hoyt specializes in transportation for children
with disabilities.  Hoyt operated 350 buses until the contract
with the Department of Education expired.


IGPS COMPANY: Court Reclassifies Perkins Coie Claim as Unsecured
----------------------------------------------------------------
Bankruptcy Judge Kevin Gross sustained the objection of the
Liquidation Trustee to the Proof of Claim filed by Perkins Coie
LLP in the Chapter 11 case of Pallet Company LLC, fka iGPS Company
yLLC.

Perkins Coie filed a proof of claim asserting a claim for $301,000
secured by a charging lien based on prepetition legal services.
The Trustee objects to the claim, arguing that Perkins Coie lacks
a perfected charging lien.

iGPS retained Perkins Coie in December 2011 to pursue actions
against certain parties for misappropriating and destroying more
than 45,000 of the Debtor's pallets.  Pursuant to the engagement
letter, the Debtor retained Perkins Coie on an hourly basis rather
than a contingency fee agreement.  Perkins Coie filed two lawsuits
on the Debtor's behalf: iGPS Company, LLC v. Pallet World Inc. in
a Michigan State Court and iGPS Company, LLC v. Southwest Forest
Products, Inc. in an Arizona State Court.

In April 2013, while the Actions remained pending, Perkins Coie
filed notices of lien, asserting a charging lien in Michigan and
Arizona based on the Actions.

iGPS sought Chapter 11 protection in June 2013.  On its Schedules
of Assets and Liabilities and its Statement of Financial Affairs,
the Debtor listed the Actions as contingent and unliquidated
claims, pending as of the Petition Date.  The Debtor listed
Perkins Coie as a creditor holding a $286,942 unsecured,
nonpriority claim.

On June 5, 2013, the Debtor filed a motion seeking to sell all of
its assets, including the Actions, free and clear of liens.  The
Debtor also moved to employ Perkins Coie as an ordinary course
professional to continue to provide legal services relating to the
Actions.  Despite receiving notice of Sale Motion, Perkins Coie
did not file an objection or otherwise respond the Sale Motion.
Perkins Coie did file a declaration of ordinary course
professional, disclosing that the Debtor owed Perkins Coie
approximately $319,200.37 for prepetition services "the payment of
which is subject to limitations contained in the Bankruptcy Code."
Perkins Coie further disclosed that its only interest adverse to
the Debtors was its claim for attorney's liens relating to the
Actions.

During the course of the bankruptcy case, the Debtor paid Perkins
Coie $31,915.44 for fees relating to "legal advice regarding
environmental and legislation matters; management of pallet theft
litigation."

On July 29, 2013, the Court approved the sale of substantially all
of the Debtor's assets to iGPS Logistics LLC.

According to Judge Gross, Perkins Coie's representation of the
Debtors did not result in a judgment in the Actions prior to the
Sale.  As a result, there is no judgment to which the asserted
charging liens can attach.  Perkins Coie accordingly cannot
establish that it holds a secured claim.  The Court, thus,
reclassifies Perkins Coie's claim as a nonpriority general
unsecured claim.

A copy of the Court's Feb. 4, 2014 Memorandum Opinion is available
at http://is.gd/cTJZ5ufrom Leagle.com.

                          About iGPS Co.

iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a
group led by Balmoral Funds LLC, absent higher and better offers.

iGPS Company -- http://www.igps.net-- is the first and only
plastic pallet pooling rental and leasing company in the U.S. It
offers plastic pallets with embedded radio frequency
identification (RFID) tags.  Founded in 2006, the company is
headquartered in Orlando, Florida, and has a sales and innovation
center in Bentonville, Arkansas.

The Debtor estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.

According to the board resolution authorizing the bankruptcy,
Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment
LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA
VIII iGPS Blocker, LLC, owns 12.27%.

John H. Strock, Esq., and L. John Bird, Esq., at Fox Rothschild
LLP, in Wilmington, Delaware; and John K. Cunningham, Esq.,
Richard S. Kebrdle, Esq., Kevin M. McGill, Esq., Fan B. He, Esq.,
at White & Case LLP, in Miami, Florida, also represent the Debtor.

The Plan filed in the Debtor's case proposes to transfer to a
liquidation trust all of the remaining assets of the Debtor.
Under the Plan, Priority Claims (Class 1) and Non-Lender Secured
Claims (Class 2) are unimpaired and will recover 100% of the
allowed claim amount.  Unsecured Claims (Class 3) are impaired and
will receive its pro rata share of the available proceeds.  Equity
Interests (Class 4) are also impaired and will be canceled on the
effective date.

The Official Committee of Unsecured Creditors is represented by
the law firm of McKenna Long & Aldridge LLP, as its counsel, and
Cole, Schotz, Meisel, Forman & Leonard, P.A., as its Delaware
counsel.  The Committee tapped to retain Emerald Capital Advisors
as its financial advisors.

iGPS received court approval in July to sell the business largely
in exchange for secured debt and filed the liquidating plan based
on a settlement negotiated between the lenders and the unsecured
creditors' committee.

iGPS Logistics LLC, an entity established by the lenders, bought
the business for $2.5 million cash and a commitment to pay all
priority tax claims and claims by workers fired without required
notice.  The lenders agreed to waive their claims.  The buyers are
Balmoral Funds LLC, One Equity Partners LLC, and Jeff and Robert
Liebesman. They purchased the $148.8 million working-capital loan
shortly before bankruptcy.

In September 2013, the Court authorized the Debtor to change its
name to "Pallet Company LLC."

The Debtor's Second Amended Chapter 11 Plan, which was co-proposed
by the Official Committee of Unsecured Creditors, was confirmed on
Nov. 14, 2013, and declared effective Nov. 27, 2013.  Creditors
were projected to recoupo 28% to 35% on $13.8 million in unsecured
claims.


INTERNATIONAL LEASE: Fitch Expects to Equalize IDR at 'BB+'
-----------------------------------------------------------
The expected closing of AerCap Holdings NV's (AerCap) acquisition
of International Lease Finance Corp. (ILFC) in the second quarter
will mark an important and positive turning point for the aircraft
leasing industry, according to Fitch Ratings.  On completion of
the acquisition, a long period of lessor ownership uncertainty
will come to an end, and strong public market acceptance of the
deal is a credit positive for the entire industry.

The sale of ILFC by AIG represents the last transfer of a large
fleet of leased aircraft (more than 900), following RBS's sale of
its leased aircraft fleet in 2012 and CIT's re-emergence from
bankruptcy.  "Once the AerCap deal closes, we believe material
consolidation in the industry will be complete, with two large
players (AerCap and GECAS) controlling close to half of all
lessor-owned aircraft globally.  However, there may still be M&A
opportunities for the smaller players," Fitch said.

Smaller lessors may feel increased pressure to sell or combine
with another player to achieve the critical mass necessary to
compete effectively in a more consolidated industry. "We believe
scale plays an important role in driving lessors' financial
performance, particularly given the need to shift leased aircraft
out of underperforming regional markets.  Returns to scale tend to
diminish, however, with reduced benefits appearing once lessor
fleets reach 200-300 aircraft," Fitch said.

Following AIG's exit from the business, the strategic uncertainty
surrounding ILFC's ultimate buyer will be resolved after more than
five years.  "We think this is an important step for the industry,
ending ownership uncertainty and transferring assets to a pure-
play lessor.  Additionally, the mark-to-market of ILFC's fleet
could lead to improved support for aircraft valuations since risks
of any further aircraft impairments will be reduced in the
transaction.  We expect AerCap to continue pursuing an active
aircraft trading strategy, which will support activity in the
secondary market," Fitch said.

Over time, the increase in AerCap's market capitalization should
lead to improved access to equity markets for other aircraft
lessors.  "This could lead more lessors to contemplate public
equity offerings. Air Lease Corp. has been the only aircraft
lessor to IPO since 2007, but we expect more activity as private
equity sponsors continue to look for exit opportunities. Increased
liquidity and trading volume, supported by strong equity market
performance over the last 18 months, should lead to a better
funding environment with strong public participation, a positive
for credit," Fitch said.

AerCap's Issuer Default Rating (IDR) is currently on Rating Watch
Negative, while ILFC's IDR is on Rating Watch Positive.  Upon
consummation of the acquisition, Fitch expects to equalize the
IDRs of the two companies at 'BB+'.


JACOB P. SURMA: Court Says Plan "Patently Unconfirmable"
--------------------------------------------------------
Bankruptcy Judge Michael B. Kaplan declined to approve the
disclosure statement explaining the First Modified Chapter 11 Plan
of Jacob P. Surma.  SunTrust Mortgage, Inc., objected to the Plan
and Disclosure Statement, which hinge on the use and allocation of
previously assigned rents.  In a Feb. 4, 2014 Opinion available at
http://is.gd/KWDxxlfrom Leagle.com, Judge Kaplan held that the
Debtor may not use or allocate the rents under his Plan and, thus,
the Court denies approval of the Disclosure Statement.  The Court
says the Plan is patently unconfirmable.

Jacob P. Surma, Jr., owns a multifamily home located at 904 Bergh
Street, Asbury Park, New Jersey, which Property is encumbered by
two mortgages held by SunTrust -- a first mortgage in the original
amount of $375,200, and a second mortgage in the amount of
$93,800.  He resides in one of three separate apartments in the
Property and rents out the other units.

Mr. Surma filed for Chapter 13 bankruptcy relief (Case No. 10-
25598-MBK), on May 21, 2010, to stay a May 24, 2010 sheriff's
sale.  On May 12, 2011, the First Chapter 13 was dismissed, prior
to confirmation, for lack of prosecution and failure to file an
amended plan.

Upon dismissal of the First Chapter 13, SunTrust continued with
the foreclosure action and a sheriff's sale on the property was
scheduled for Sept. 26, 2011.  Mr. Surma filed another Chapter 13
bankruptcy case (Case No. 11-37991-MBK) on Sept. 26, 2011.  In the
Debtor's Chapter 13 plan, filed in the Second Chapter 13 case, he
proposed to use his regular income from work, as well as the
$2,500 in monthly rental income, to satisfy SunTrust's secured
claim by stripping off the second mortgage and amortizing the
allowed bifurcated secured claim on a 30-year amortization
schedule; the Chapter 13 plan further provided for a proposed a
balloon payment of the balance of SunTrust's claim in the 59th
month of the Plan.

The Chapter 13 Trustee filed a Motion to Dismiss the Second
Chapter 13 on Aug. 30, 2012, which the Court granted on Oct. 17,
2012, prompting the Debtor to file a Motion to Vacate the
Dismissal, Reinstate the Case, and Convert the Case to a Chapter
11.  The Chapter 11 case is Case No. 11-37991 (MBK).

Attorney for Jacob P. Surma, Jr., is:

         David E. Shaver, Esq.
         BROEGE, NEUMANN, FISHER, & SHAVER, LLC
         25 Abe Voorhees Drive
         Manasquan, NJ 08736

Attorney for SunTrust Mortgage, Inc. is:

         William M.E. Powers, III, Esq.
         POWERS KIRN, LLC.
         728 Marne Highway, P.O. Box 848
         Moorestown, NJ 08057


KEYWELL LLC: Has Until March 31 to Decide on U.S. Steel Lease
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
according to Keywell, L.L.C.'s case docket, (i) extended until
March 31, 2014, the Debtor's time to assume or reject an unexpired
lease of non-residential real property, with the Debtor as lessee
and United States Steel Corporation, a Delaware corporation, as
lessor; and (ii) set May 1, as the deadline to file a proof of
claim arising out of the rejection of the ground lease.

The Court also authorized the Debtor to reject the lease upon
written notice to U.S. Steel.

Keywell said the extension will prevent the Debtor from defaulting
on its obligations under an asset purchase agreement.

                       About Keywell L.L.C.

Keywell L.L.C., a supplier of scrap titanium and stainless steel,
filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603)
on Sept. 24, 2013.  Mark Lozier signed the petition as president
and CEO.

Keywell LLC first filed schedules disclosing $22,515,017 in total
assets, and $35,025,633 in total liabilities.  In amended
schedules, Keywell disclosed $22,546,386 in total assets and
$39,361,793 in total liabilities.

Judge Eugene R. Wedoff presides over the case.  Howard L. Adelman,
Esq., Chad H. Gettleman, Esq., Henry B. Merens, Esq., Brad A.
Berish, Esq., Mark A. Carter, Esq., Adam P. Silverman, Esq., and
Nathan Q. Rugg, Esq., at Adelman & Gettleman Ltd. serve as the
Debtor's counsel.  Alan B. Patzik, Esq., Steven M. Prebish, Esq.,
and David J. Schwartz, Esq., at Patzik, Frank & Samotny Ltd. serve
as the Debtor's special counsel.  Eureka Capital Markets, LLC,
serves as the Debtor's investment banker, while Conway MacKenzie,
Inc., serves as its financial advisors.

The Debtor's lenders are represented by Steven B. Towbin, Esq.,
and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC,
in Chicago, Illinois.

The United States Trustee for Region 11 appointed an Official
Committee of Unsecured Creditors.  The panel has hired David A.
Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua
A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald
Hopkins LLC as counsel.  Alvarez & Marsal North America, LLC,
serves as financial advisors to the Committee.

In December 2013, the Bankruptcy Court formally approved the sale
of the Debtor's assets to KW Metals Acquisition LLC for $15.8
million.  The original offer was from Cronimet Holdings Inc. for
$12.5 million cash.


KEYWELL LLC: Has Until April 15 to Propose Chapter 11 Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended Keywell L.L.C. exclusive periods to file a Chapter 11
Plan until April 15, 2014, and solicit acceptances for that Plan
until June 16.

The Debtor requested for an extension of the plan exclusivity
period until April 1, and the exclusive solicitation period until
June 2.

                       About Keywell L.L.C.

Keywell L.L.C., a supplier of scrap titanium and stainless steel,
filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603)
on Sept. 24, 2013.  Mark Lozier signed the petition as president
and CEO.

Keywell LLC first filed schedules disclosing $22,515,017 in total
assets, and $35,025,633 in total liabilities.  In amended
schedules, Keywell disclosed $22,546,386 in total assets and
$39,361,793 in total liabilities.

Judge Eugene R. Wedoff presides over the case.

Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens,
Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P.
Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman
Ltd. serve as the Debtor's counsel.  Alan B. Patzik, Esq., Steven
M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank &
Samotny Ltd. serve as the Debtor's special counsel.  Eureka
Capital Markets, LLC, serves as the Debtor's investment banker,
while Conway MacKenzie, Inc., serves as its financial advisors.

The Debtor's lenders are represented by Steven B. Towbin, Esq.,
and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC,
in Chicago, Illinois.

The United States Trustee for Region 11 appointed an Official
Committee of Unsecured Creditors.  The panel has hired David A.
Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua
A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald
Hopkins LLC as counsel.  Alvarez & Marsal North America, LLC,
serves as financial advisors to the Committee.

In December 2013, the Bankruptcy Court formally approved the sale
of the Debtor's assets to KW Metals Acquisition LLC for $15.8
million.  The original offer was from Cronimet Holdings Inc. for
$12.5 million cash.


LABORATORY PARTNERS: Wants Plan Exclusivity Extended to April 23
----------------------------------------------------------------
Laboratory Partners Inc. filed a motion with the U.S. Bankruptcy
Court seeking to extend the period during which the Debtors have
the exclusive right to file a chapter 11 plan by 60 days through
and including April 23, 2014, and the period during which the
Debtors have the exclusive right to solicit acceptances of the
Plan through and including June 23, 2014.

The Debtors said the extension of the Exclusivity Periods will add
certainty and stability as the Debtors continue working towards a
sale of their assets.  To date, the Debtors have focused their
efforts on transitioning into bankruptcy and pursuing the sale
process, as necessitated by the circumstances of these cases.  In
addition, the Debtors and their professionals have spent a
considerable amount of time during the early stages of these cases
addressing numerous issues involving employees, suppliers, utility
providers, landlords and governmental agencies.

Notwithstanding, the Debtors have made progress in these chapter
11 cases to date.  Notably, since the Petition Date, the Debtors
have, among other things: (a) obtained debtor-in-possession
financing, (b) commenced the process to sell substantially all of
their assets, (c) prepared and filed schedules and statements for
each of the Debtors, (d) established and noticed many creditors
and other parties in interest of the General Bar Date, and (e)
continued to provide laboratory services without interruption
thereby preserving going concern value.

As a result of focusing on these issues, the Debtors have not yet
analyzed in significant detail all issues related to a potential
plan filing.   Although the Debtors are hopeful that a plan could
be filed and solicited prior to the expiration of the current
Exclusive Periods, there is presently no certainty that this will
occur.

The Debtors intend to use the extended Exclusive Periods to: (a)
complete the Sales; (b) strategize regarding the potential wind
down of the Debtors' remaining operations; (c) proceed with the
claims administration process; and (d) develop an appropriate
strategy for the future of these cases.  As such, the Debtors
submit that creditors will not be prejudiced by an extension of
the Exclusive Periods.

                     About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, filed a petition for Chapter 11 protection on
Oct. 25 in Delaware.  The case is In re Laboratory Partners Inc.,
13-bk-12769, U.S. Bankruptcy Court, District of Delaware
(Wilmington).

Judge Peter J. Walsh presides over the case.  Laboratory Partners
is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert
Dehney, Esq., and Erin R. Fay, Esq. -- rdehney@mnat.com and
efay@mnat.com -- and Pillsbury Winthrop Shaw Pittman LLP's Leo T.
Crowley, Esq. -- leo.crowley@pillsburylaw.com -- and Margot P.
Erlich, Esq. and Jonathan J. Russo, Esq.  BMC Group Inc. serves as
claims and administrative agent.

The Official Committee of Unsecured Creditors has retained
Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey
Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group
LLC, as financial advisors.


LAFAYETTE YARD: Trenton Wants Retention Plan Denied
---------------------------------------------------
The City of Trenton, NJ, objected to Lafayette Yard Community
Development Corporation's proposed key employee retention plan
stating that the Debtor failed to meet its burden of proof
demonstrating why Joyce Kersey -- the voluntary chairwoman of the
Debtor's board of directors and, therefore, an insider -- must
receive any compensation under the retention plan.

Trenton also said the Debtor failed to set forth any extraordinary
circumstances warranting nunc pro tunc approval for the Debtor to
convert its voluntary chairwoman into a paid employee with
compensation dating back to the Petition Date.

As reported in the Troubled Company Reporter on Jan. 31, 2014,
the Official Committee of Unsecured Creditors and Roberta A.
DeAngelis, U.S. Trustee for Region 3, lodged objections to
the Debtor's proposed key employee retention plan.

The Committee said the Debtor failed to establish the basis to
support the payment of a $40,000 stipend to the volunteer
chairperson of the Debtor's Board of trustees, who is an insider
of the Debtor.  Moreover, the Debtor fails to provide any
justification to provide the proposed stipend retroactively to the
Petition Date.

The U.S. Trustee said the Debtor has not met its burden of proof
to support the approval of the retention plan that provides for
compensation to Ms. Kersey.   The U.S. Trustee added that the KERP
Motion avoids the strict standard of Section 503(c)(1) of the
Bankruptcy Code by asserting that Ms. Kersey is not an insider of
the Debtor under the definition set forth in Section 101(31)(B) of
the Bankruptcy Code.

The Committee also adopted and incorporated arguments by the
Office of the U.S. Trustee.

Valerie A. Hamilton, Esq., at Sills Cummis & Gross P.C., and
William W. Kannel, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky
And Popeo, P.C., on behalf of Wells Fargo Bank, National
Association, as indenture trustee for the hotel bonds, also
objected to the retention program, stating that the plan must
reflect the economic and procedural status of the proceedings.
Wells Fargo also related that any relief on the KERP Motion must
also reflect that the Debtor first proposed to compensate
Mrs. Kersey at the Nov. 25, 2013 auction in the case, reflect the
services of the professionals that are assisting the Debtor, and
be scaled to reflect the actual and documented number of hours
Mrs. Kersey has reasonably expended on the Debtor's behalf.

The Debtor, in its motion, related that Ms. Kersey has literally
worked seven days a week, unpaid to date, to ensure that the
Debtor's hotel was sold for a maximum dollar, and supervised every
single expense incurred by the Debtor, to ensure that there were
no unwarranted, unearned payments, and that the Debtor's sale
proceeds were maximized in a fair manner to the Debtor's
creditors.

Since the Debtor sold the Hotel and is no longer an operating
entity, it has disengaged the services of its management company.
The Debtor, as a not-for-profit public entity, does not have any
employees and its board consists of unpaid volunteers.  Ms. Kersey
has been chosen, and has accepted the task, of being the sold
executive to complete the wind-down of the Debtor's affairs.

Under the KERP, Ms. Kersey would be compensated $50 per hour for
her time committed throughout the case, up to $40,000.  At a rate
of $50 per hour, 40 hours a week, for 22 weeks, the total
estimated compensation due to Ms. Kersey would total just over the
$40,000, at $44,000.

Edison Broadcasting LLC acquired the Lafayette Yard Hotel &
Conference Center for $6 million, after a competing bid at a
Nov. 25 auction pushed Edison to raise its initial $5.53 million
offer.  The bid of VBCE LLC in the amount of $5,665,000 was
declared the next highest and best bid.

Although there were only two bidders at auction, the owner had
said that a dozen "interested parties have recently expressed
an interest in buying the hotel."

The Bankruptcy Court approved the sale at a Nov. 26 hearing.  Net
proceeds from the sale was $5.94 million.

Following its Chapter 11 filing, the hotel had to be sold because
financing to operate the property would have run out by year-end.

                       About Lafayette Yard

Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 13-30752) on Sept. 23,
2013.  The hotel went into bankruptcy when the city of Trenton and
the state declined to continue covering losses.

The 197-room hotel opened in 2002 and needs renovation, according
to court papers. Situated on 3.7 acres, it's owned by not-for-
profit Lafayette Yard Community Development Corp.  There is $29.9
million in long-term debt, including $14.4 million in tax-exempt
bonds.

The Debtor is represented by Gregory G. Johnson, Esq., at
Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York.

Lafayette Yard Development Corporation $432,633 in assets and
$33,583,834 in liabilities as of the Chapter 11 filing.

The U.S. Trustee has selected three creditors to serve on the
Official Committee of Unsecured Creditors.


LAFAYETTE YARD: Court Approves Stipulation With Veolia Energy
-------------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey signed off on a stipulation and order
entered among Lafayette Yard Community Development Corporation,
Edison Holdings NJ LLC, the buyer of the Debtor's assets, and
Veolia Energy Trenton, L.P.

The stipulation resolves the motion of Lafayette Yard to compel
compliance with an energy services agreement.

The Debtor and Veolia are parties to an energy services agreement
dated Nov. 15, 2001, as amended, whereby Veolia operates a
combined heat and power plant and district energy system in
Trenton, NJ; and has sold to the Debtor hot water and chilled
water for the Debtor's operation of its hotel facilities located
in Trenton.

The terms of the stipulation are:

   1. Pursuant to the ESA, the Debtor owes Veolia $242,393
      inclusive of accrued finance charges, as of the Petition
      Date; and

   2. Veolia will be authorized to apply the $75,000 utility
      deposit to pay, in part, the prepetition claim, following
      which application the prepetition claim will continue to
      be an allowed claim against the Debtor and its Chapter 11
      estate in the amount of $167,393.

A copy of the lease stipulation is available for free at:
http://bankrupt.com/misc/LAFAYETTEYARDleaseextstipulation.pdf

The motion to compel is deemed withdrawn.

On Dec. 12, 2013, the Debtor filed its motion for order extending
the time to assume or reject contract with Veolia and compelling
compliance under the contract pending the assumption or rejection.
The Debtor requested that the Court (i) extend its time to assume
or reject a certain energy services contract with Veolia and
compel Veolia's compliance under the contract pending the
assumption or rejection, and (ii) for an order scheduling a
hearing on shortened notice on the motion.

                       About Lafayette Yard

Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 13-30752) on Sept. 23,
2013.  The hotel went into bankruptcy when the city of Trenton and
the state declined to continue covering losses.

The 197-room hotel opened in 2002 and needs renovation, according
to court papers. Situated on 3.7 acres, it's owned by not-for-
profit Lafayette Yard Community Development Corp.  There is $29.9
million in long-term debt, including $14.4 million in tax-exempt
bonds.

The Debtor is represented by Gregory G. Johnson, Esq., at
Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York.

Lafayette Yard Development Corporation $432,633 in assets and
$33,583,834 in liabilities as of the Chapter 11 filing.

The U.S. Trustee has selected three creditors to serve on the
Official Committee of Unsecured Creditors.


LAGUNA BRISAS: Court Okays Auction of Best Western Hotel
--------------------------------------------------------
The Hon. Erithe Smith of the U.S. Bankruptcy Court for the Central
District of California has approved the bidding procedures to
govern the sale of its leasehold interest in a certain property
commonly known as the Best Western Plus Hotel and Spa located at
1600 S. Coast Highway Laguna Beach, California.

The hotel is wholly owned by its two managing members, Dae In
"Andy" Kim and his wife Jane Kim.

As reported by the Troubled Company Reporter on Nov. 5, 2013, the
Debtor stated that the sale is part of a global settlement with
the creditors with liens against its hotel.  A copy of the sale
motion is available for free at:

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

                     About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy"
Kim -- represents the Debtor as special counsel.

The Debtor disclosed $15,097,815 in assets and $13,982,664 in
liabilities.  The petition was signed by Dae In "Andy" Kim,
managing member.

The Debtor has filed a Plan to be funded from income the Debtor
receives from the operation of the Hotel.  The management of the
Debtor will continue to be Andy Kim, as it was prior to the
appointment of the Receiver.  By the effective date of the Plan,
the Receiver will turn over the Debtor's assets to the Debtor.
The Debtor, through the management company, Matrix Hospital Group
LLC, will act as the disbursing agent for the purpose of making
the distributions provided for under the Plan.

Creditor Wells Fargo Bank, N.A., is represented by Hamid R.
Rafatjoo, Esq., at Venable LLP, as counsel.


LOUDOUN HEIGHTS: Hires Frank Bredimus as Bankruptcy Counsel
-----------------------------------------------------------
Loudoun Heights, LLC, won approval from the U.S. Bankruptcy Court
for the Eastern District of Virginia to employ Frank Bredimus as
bankruptcy counsel.

The Debtor requires Frank Bredimus to:

   (a) advise the Debtor with respect to its rights, powers and
       duties in this case;

   (b) advise and assist the Debtor in the preparation of its
       petition, schedules, and statement of financial affairs;

   (c) assist and advise the Debtor in connection with the
       administration of this case;

   (d) analyze the claims of the creditors in this case, and
       negotiate with such creditors;

   (e) investigate the acts, conduct, assets, rights, liabilities
       and financial condition of the Debtor and the Debtor's
       business;

   (f) advise and negotiate with respect to the sale of any or all
       assets of the Debtor;

   (g) investigate, file and prosecute litigation on behalf of the
       Debtor;

   (h) propose a plan of reorganization;

   (i) appear and represent the Debtor at hearings, conferences,
       and other proceedings;

   (j) prepare and review motions, applications orders, and other
       filings filed with the Court;

   (k) institute or continue any appropriate proceedings to
       recover assets of the estate; and

   (l) perform any and all such other legal services as may be
       required that are in the best interest of the Debtor or its
       creditors.

Frank Bredimus will be paid at these hourly rates:

       Principal (Frank Bredimus)         $350
       Paralegal Services                 $100

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

Mr. Bredimus 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.

Frank Bredimus can be reached at:

       Frank Bredimus, Esq.
       THE LAW OFFICE OF FRANK BREDIMUS
       P.O. Box 535
       Hamilton, VA 20159
       Tel: (571) 344-2278
       Fax: (540) 751-1008
       E-mail: fbredimus@aol.com

Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 13-15588) on Dec. 16, 2013.  The Debtor disclosed total
assets of $13.10 million and total debts of $4.84 million.  The
petition was signed by Joe Bane as sole manager.  Frank Bredimus,
Esq., at Law Office of Frank Bredimus, serves as the Debtor's
counsel.  Judge Brian F. Kenney presides over the case.


LOUDOUN HEIGHTS: Taps Richard Gallagher as Accountant
-----------------------------------------------------
Loudoun Heights LLC sought and obtained approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Richard Gallagher of Accounting Services of Leesburg, Inc. to
provide accounting services to the Debtor.

The Debtor requires the services Mr. Gallagher to determine if tax
returns are required and to prepare the same if necessary in order
to satisfy the estate's obligations as to such tax returns.

Mr. Gallagher has agreed to provide a Schedule of Billing Rates
for the Court's review upon the filing of an Application for
Compensation.

Mr. Gallagher, principal of Accounting Services of Leesburg, Inc.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Mr. Gallagher can be reached at:

       Richard Gallagher
       ACCOUNTING SERVICES OF LEESBURG, INC.
       15 North King Street, Suite 201A
       Leesburg, VA 20176
       Tel: (703) 777-1040

Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 13-15588) on Dec. 16, 2013.  The Debtor disclosed total
assets of $13.10 million and total debts of $4.84 million.  The
petition was signed by Joe Bane as sole manager.  Frank Bredimus,
Esq., at Law Office of Frank Bredimus, serves as the Debtor's
counsel.  Judge Brian F. Kenney presides over the case.


MICHAEL ROSEBAR: Facing Sanctions After No-Show in Rule 2004 Exam
-----------------------------------------------------------------
In the Chapter 11 case of Michael Lawrence Rosebar, the Bankruptcy
Court on Nov. 25, 2013, ordered that an examination by creditor
David Brooks of the debtor take place at Stinson Morrison Hecker
LLP on Dec. 2 unless the parties agreed in writing to a different
date, with the debtor to produce certain documents before the
examination.  The parties agreed in writing to move the
examination to Dec. 4 at 1:00 p.m. The debtor is represented by
his attorney, William C. Johnson, Jr.  Both counsel and the debtor
(on advice of Mr. Johnson) failed to appear at the scheduled time,
and Brooks has filed a Motion Seeking Sanctions for Debtor's
Failure to Obey Court Order to Produce Documents and Attend Rule
2004 Examination seeking to recover from Mr. Johnson the expenses
he incurred because of the debtor's failure to appear.

"The Motion will be granted," said Bankruptcy Judge S. Martin
Teel, Jr., in a Feb. 3 Memorandum Decision available at
http://is.gd/C0L09Jfrom Leagle.com.  "David Brooks is entitled to
entry of an order directing that he recover of William C. Johnson,
Jr., the $160 court reporter expense he incurred for the
examination on December 4, 2013, when the debtor failed to appear,
and any reasonable attorney's fees he incurred in obtaining advice
as to how to proceed in light of the failure."

Judge Teel said an order will be issued to address the procedures
for fixing the amount of reasonable attorney's fees Brooks is
entitled to recover.

Michael Lawrence Rosebar filed a Chapter 11 petition (Bankr.
D.D.C. Case No. 13-00535) in 2013.


MIDTOWN SCOUTS: Has Until March 14 to Propose Reorganization Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
extended Midtown Scouts Square Property, LP, et al.'s exclusive
periods to file a plan of reorganization until March 14, 2014.

The Court also ordered that if the Debtors file a plan by the
March 14 deadline, or timely files a motion to seek further
extensions, the exclusive period is automatically extended for an
additional 60 days to allow the Debtors to solicit and obtain
acceptance of their plan.

As reported in the Troubled Company Reporter on Jan. 7, 2014,
the Debtors sought a further extension of their exclusive plan
filing period through March 14, and their exclusive solicitation
period through April 14.

The Debtors reasoned that an estimation motion involving the claim
of Richey Family Limited Partnership, L.E. Richey, Todd Richey,
and Bank of Houston must be resolved first before they can file
and confirm a plan.  The Debtors maintain the claims alleged by
the Richeys in the litigation are potentially substantial and
allowance of the same could significantly impact any plan they may
file, including whether the Richeys have an equity interest in the
Debtors.

Because the Court may not enter a ruling on the estimation motion
and related claim objection prior to the expiration of the
exclusivity period, and the Debtors will require at least several
weeks to evaluate the financial impact of Court's ruling on the
Estimation Motion, the Debtors will not be able to file a
meaningful Chapter 11 Plan prior to the expiration of the current
exclusivity period, said T. Josh Judd, Esq., of Hoover Slovacek
LLP, in Houston, Texas, as counsel to the Debtors.

                    About Midtown Scouts Square

Midtown Scouts Square Property, LP, and affiliate Midtown Scouts
Square, LLC, own two commercial properties located in Midtown
Houston, Texas.  The first property is a mixed use 36,000-square-
foot two-storey office/restaurant building originally
constructed in 1975, while the second property is a 104,000-square
foot eight-storey parking garage with ground floor retail space,
both in Bagby Street, in Houston.

The two entities sought Chapter 11 protection (Bankr. S.D. Tex.
Lead Case No. 13-32920) on May 9, 2013.  The petitions were signed
by Erich Mundinger as president of general partner.  Judge Karen
K. Brown presides over the case.  In its schedules, MSS Property
disclosed $17,408,328 in assets and $16,666,325 in liabilities.
Edward L. Rothberg, Esq. at Hoover Slovacek, LLP, serves as the
Debtor's counsel.  Hawash Meade Gaston Neese & Cicack, LLP, serves
as special litigation counsel.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtors' bankruptcy cases.


MOSS FAMILY: Hearing on Cash Collateral Use Moved to June 17
------------------------------------------------------------
The Hon. Harry C. Dees, Jr. of the U.S. Bankruptcy Court for the
Northern District of Indiana has rescheduled to June 17, 2014, at
1:30 p.m., South Bend time, the hearing on Moss Family Limited
Partnership, and Beachwalk, L.P.'s motion to use Bank of America's
cash collateral.

The hearing was previously set for June 10, 2014.

Prior to filing for bankruptcy court protection, Moss Family
entered into promissory note dated Oct. 11, 2005, with the Bank's
predecessor, America's Wholesale Lender, relating to a loan in the
original principal amount of $376,000 and a commercial promissory
note from the Debtor in favor of the Bank's predecessor, City
Savings Bank, dated March 10, 2004, in the principal amount of
$432,000.  The Bank asserts a lien on a particular real estate
owned by the Debtor which belong to the Debtor by virtue of a real
estate mortgage dated Oct. 11, 2005, and a mortgage dated March
10, 2004, both of which were entered into prepetition.  The
collateral that the mortgages are secured by consists of: (i) 221
Childers Lane, Michigan City; and (ii) 325 Childers Lane, Michigan
City.  The approximate resale value of the Bank's collateral is
$1.03 million.  The Debtor believes the value of the Bank's
mortgage security interest in the collateral is estimated at
$715,000.

The Debtor sought on Jan. 23, 2012, court authorization to use the
cash collateral which is the proceeds from lease or sale of the
collateral to pay wages and to use in expenses for the continuing
operation of the corporation and preservation of the collateral in
the Chapter 11 proceeding.  As adequate protection for the cash
collateral use, the Debtor will offer a replacement lien on assets
to the Bank and each secured creditor to the full extent of the
value of that creditor's lien at the commencement of the case.

                         About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed
Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and
12-32541) on July 17, 2012.  Judge Harry C. Dees, Jr., presides
over the case.  Daniel Freeland, Esq., at Daniel L. Freeland &
Associates, P.C., represents the Debtors.  Moss Family disclosed
$6,609,576 in assets and $6,299,851 in liabilities as of the
Chapter 11 filing.


MOUNTAIN PROVINCE: Provides Gahcho Kue Project Update
-----------------------------------------------------
Mountain Province Diamonds Inc. provided an update on progress at
the Gahcho Kue diamond project, a joint venture between De Beers
Canada (51 percent) and Mountain Province Diamonds (49 percent).

Site preparation

The pioneer land use permit and quarry permit were issued in early
December 2013, and the first blast in the quarry at Gahcho Kue
took place on Dec. 13, 2013.  The quarry is providing aggregate
material for the foundations for site infrastructure, including
the main camp, process plant, fuel tanks, roads and airstrip.
This work is scheduled to be completed by end-2014.  The main camp
has been manufactured and is ready for trucking to Gahcho Kue next
month.  The main camp and airstrip are expected to be ready for
use by mid-2014.  Shareholders can view photographs of site
activities at www.mountainprovince.com.

There are currently approximately 90 people at site and this
number is expected to increase through the balance of the year.
At peak construction there will be approximately 700 people
employed at Gahcho Kue.  Work to date has been completed without
any lost-time injuries.

Detailed engineering design

Detailed engineering design to front-end loading (FEL) level 3 was
completed this month.  Final detailed engineering under FEL 4 has
commenced and will be completed by December 2014.

Feasibility study update

Preparation of the feasibility study update is continuing and the
results are expected to be announced prior to the end of March
2014.  The updated feasibility study will include an updated
Reserve statement, updated capital and operating cost estimates,
and updated project economics.  Mountain Province has commissioned
WWW International Diamond Consultants to provide an independent
valuation of the Gahcho Kue diamonds for inclusion in the
feasibility study.  The previous feasibility study was based on
April 2010 diamond prices, almost four years ago.  The Company
will provide further details on financing plans upon completion of
the updated feasibility study.

2014 winter ice road

Gahcho Kue is now a full participant in the partnership that
manages the ice road and has equal access to the ice road.  As a
result of favourable winter conditions, the ice road is expected
to open in early February, which will allow adequate time for all
the planned deliveries to Gahcho Kue.  Approximately 500
truckloads will be delivered to site before the end of March 2014.

Permitting

Processing of the Gahcho Kue full Land Use Permit and Class A
Water License remains on schedule.  These new permits are expected
to be approved during H2 of 2014.

Project schedule

Regulatory restrictions imposed on the Joint Venture limited the
material that can be trucked to site this winter.  In particular,
shipments of cement and steel have been delayed.  The Joint
Venture is currently exploring opportunities to mitigate the
impact on the project schedule.  In the event that appropriate
mitigation measures are not found, mechanical completion of the
process plant and cold commissioning will occur in Q2 2016, and
first production in Q3 2016.  Shareholders will be kept informed
of developments.

Tuzo deep drilling

The Tuzo Deep resource update released in mid-2013 defined a
resource at the Tuzo kimberlite to a depth of 560 meters, with the
kimberlite remaining open to depth.  The Joint Venture has
commissioned a follow-up deep drilling program this winter to test
the Tuzo kimberlite to a depth of at least 750 meters.
Mobilization of the drill crews to site was completed on Jan. 10,
2014, and drilling of three vertical holes to depths of 750 meters
will commence in February 2014.  The 2,250 meter drill program is
expected to be completed by May 2014.

                  About Mountain Province Diamonds

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.

Mountain Province disclosed a net loss of C$3.33 million for the
year ended Dec. 31, 2012, a net loss of C$11.53 million in 2011,
and a net loss of C$14.53 million in 2010.

The Company's balance sheet at Sept. 30, 2013, showed C$81.07
million in total assets, C$12.42 million in total liabilities and
C$68.64 million in total shareholders' equity.


MT. LAUREL LODGING: Court Approves Perkins Coie as Bankr. Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
authorized Mt. Laurel Lodging Associates LLP to employ Perkins
Coie LLP as its bankruptcy counsel.

As reported in Troubled Company Reporter on Nov. 14, 2013, Perkins
Coie will be paid the following hourly rates: $270 to $1,040 per
hour for its partners, $185 to $720 for its associates, and from
$110 to $485 for paralegals.

The following attorneys and paralegal are presently expected to
have responsibility for providing services to the Debtor:

   David M. Neff, Esq. -- dneff@perkinscoie.com          $695
   Brian A. Audette, Esq. -- baudette@perkinscoie.com    $550
   David J. Gold, Esq. -- dgold@perkinscoie.com          $420
   Nancy Y. Saldinger, Paralegal                         $205

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

Mr. Neff, a partner at the law firm of Perkins Coie LLP, assured
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.

Prior to the Petition Date, the Debtor paid Perkins Coie an
advance payment retainer in the amount of $106,250 plus the filing
fee of $1,213.  Prior to the Petition Date, the Debtor paid
Perkins $43,571 for restructuring advice and work in connection
with the Chapter 11 case.

                     About Mt. Laurel Lodging

Mt. Laurel Lodging Associates, LLP, and its six affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013
(Case No. 13-bk-11697, Bankr. S.D. Ind.).  The case is assigned to
Judge Robyn L. Moberly.  The petition lists the assets and debt as
both exceeding $10 million on the Mount Laurel property.

The Debtors are represented by Brian A Audette, Esq., and David M
Neff, Esq., at PERKINS COIE LLP, in Chicago, Illinois; and Andrew
T. Kight, Esq., and Michael P. O'Neil, Esq., at TAFT STETTINIUS &
HOLLISTER LLP, in Indianapolis, Indiana.

The National Republic Bank of Chicago, a secured creditor, is
represented by James E. Carlberg, Esq., and James P. Moloy, Esq.,
at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and
Timothy P. Duggan, Esq., at Stark & Stark, P.C., in Lawrenceville,
New Jersey.


MUNDY RANCH: PBGC Calls Shareholder Deal "Sub Rosa" Plan
--------------------------------------------------------
Pension Benefit Guaranty Corporation objects to the request for
approval of a compromise of controversy under Bankruptcy Rule
9019(a) filed by Mundy Ranch Inc. before the U.S. Bankruptcy Court
for the District of New Mexico.

The Debtor seeks approval of a mutual settlement agreement and
release in full by and among James Mundy and other shareholders of
the Debtor, which provides for a distribution of the Debtor's
assets to current shareholders and requires that distribution to
be incorporated into the Debtor's plan of reorganization.

According to the PBGC, to the extent that the Debtor seeks to
carry out the terms of the settlement agreement prior to
confirmation of a reorganization plan, the settlement agreement is
an impermissible sub rosa plan and, because the Debtor has not
resolved the PBGC's significant claim, the proposed settlement
violates the absolute priority rule under 11 U.S.C. Section
1129(b)(2)(B), says M. Katherine Burgess, Esq., attorney of the
PGBC.

Valley National Bank, and Comeau, Maldegen, Templeman & Indall,
LLP, also object to the Debtor's settlement agreement because the
Debtor has offered no explanation as to why the settlement
agreement is generally in the best interest of the estate.

                       Settlement Agreement

The settlement agreement provides that the Debtor will form a new
wholly owned subsidiary called Mundy Brothers Inc.  The Debtor
will then convey to Mundy Brothers certain of the Debtor's real
property free and clear of all liens and encumbrances.  All the
current individual shareholders, with the exception of James
Mundy, will then exchange all of their stock in Mundy Ranch for
all of Mundy Ranch's stock in Mundy Brothers.  In exchange, the
parties to the settlement agreement will provide full and mutual
releases.

Under the terms of the settlement agreement, the Debtor is
required to file an amended plan of reorganization encompassing
the terms and conditions of the settlement agreement.

                         About Mundy Ranch

Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family-
owned corporation organized under the laws of the State of New
Mexico with its principal place of business in Rio Arriba County,
New Mexico.  Mundy Ranch sells undeveloped parcels of real
property in northern New Mexico which together occupy
approximately 6,000 acres of land.  The majority of the land
consists of an undivided 5,500 acre parcel, which is also called
Mundy Ranch.  Mundy Ranch scheduled the Mundy Ranch Parcel as
having a value of $17,000,000, with secured claims against the
Mundy Ranch Parcel in the amount of $2,095,000.  Mundy Ranch
generates substantially all of its revenue from developing and
selling parcels of land.  It generates a small amount of revenue
by selling Christmas trees.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel to the
Debtor.  The Debtor estimated assets of $10 million to $50 million
and debts of up to $10 million.


NEWPAGE HOLDINGS: Verso Tenders Come Up Short in Acquisition
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of Verso Paper Corp. junior notes may end up
blocking the paper maker from buying NewPage Holdings Corp. in a
$1.4 billion transaction.

According to the report, before NewPage exited bankruptcy in 2012,
Memphis, Tennessee-based Verso made an unsuccessful attempt at
acquiring its competitor.  The two companies in January announced
a transaction through which they would combine.  Shareholders of
Miamisburg, Ohio-based NewPage would receive $250 million in cash
and $650 million in Verso first-lien notes, plus 20 percent to 25
percent of Verso's equity.

The deal required a successful tender offer for Verso's 8.75
percent second-lien notes due in 2019 and the 11.375 percent
senior subordinated notes due in 2016, the report related.

Verso said that there's a "large disparity" between the tender
offer and what noteholders are asking, the report further related.
As a result, the number of tenders by the Jan. 27 early tender
date is "substantially less" than that the merger agreement
requires, Verso said.

The tender offer expires on Feb. 10, unless extended or modified,
the report noted.

                       About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

An affiliate, Newpage Wisconsin System Inc., disclosed
$509,180,203 in liabilities in its schedules.

NewPage successfully completed its financial restructuring and has
officially emerged from Chapter 11 bankruptcy protection pursuant
to its Modified Fourth Amended Chapter 11 Plan, confirmed on
Dec. 14, 2012, by the U.S. Bankruptcy Court for the District of
Delaware in Wilmington.


NORTEL NETWORKS: E&Y to Be Paid At Least $3.9MM for 2014 Work
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order modifying Nortel Networks Inc., et al.'s engagement of Ernst
& Young LLP nunc pro tunc Dec. 30, 2013.

The ninth amendment to the firm's statement of work, provides for,
among other things, the fee structure and other compensation,
including without limitation a fixed fee of $3,900,000 for the
2014 EY Core services and $4,200,000 in the event EY LLP provides
the Debtors advice to address certain structural tax efficiencies.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


NPS PHARMACEUTICALS: BlackRock Stake at 6.7% as of Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of
Dec. 31, 2013, it beneficially owned 6,792,181 shares of common
stock of NPS Pharmaceuticals Inc. representing 6.7 percent of the
shares outstanding.  BlackRock previously reported beneficial
ownership of 5,319,682 common shares or 6.14 percent equity stake
as of Dec. 31, 2012.  A copy of the regulatory filing is available
for free at http://is.gd/W2FYch

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS has been in the red since 2009.  It posted a net loss of
$18.73 million in 2012, a net loss of $36.26 million in 2011, a
net loss of $31.44 million in 2010, and a net loss of $17.86
million in 2009.

The Company's balance sheet at Sept. 30, 2013, showed $277.01
million in total assets, $185.18 million in total liabilities and
$91.83 million in total stockholders' equity.


OPTIMUMBANK HOLDINGS: Independent Director Resigns
--------------------------------------------------
OptimumBank Holdings, Inc., the parent company of OptimumBank,
announced the resignation of Seth Gillman from the Board of
Directors, effective Jan. 25, 2014, a position he has held since
September, 2011.

Mr. Gillman's resignation was not the result of any disagreement
with the Company regarding its operations, policies or practices.

At the time of his resignation, Mr. Gillman served on the
Company's Executive, Audit and Compensation Committees.  The Board
of Directors has appointed Sam Borek, a current director of the
Company, to replace Mr. Gillman as a member of these committees.

"We thank Seth for his past leadership and commitment to
OptimumBank and we wish him success in his future endeavors.  He
has been an excellent Board member for OptimumBank and OptimumBank
Holdings, investing his valuable time, money, talent, passion and
wisdom to help make OptimumBank become successful," said Sam
Borek, OPHC and Bank Vice Chairman of the Board.  Mr. Borek, a
founding director of OptimumBank, will replace Mr. Gillman as the
independent director assigned to the Executive, Audit and
Compensation Committees.

Moishe Gubin, OptimumBank Chairman of the Board commented, "I
believe that with our prospective new board members, currently
awaiting regulatory approval, we will have an even stronger
directorate heading into 2014, and looking forward to having a
profitable year."


                    About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100 percent of
OptimumBank, a state (Florida)-chartered commercial bank.

The Company offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Miami-Dade and
Palm Beach Counties through its executive offices and three branch
offices in Broward County, Florida.

Optimumbank Holdings disclosed a net loss of $4.69 million in
2012, as compared with a net loss of $3.74 million in 2011.
The Company's balance sheet at Sept. 30, 2013, showed $127.81
million in total assets, $125.67 million in total liabilities and
$2.14 million in total stockholders' equity.

                        Regulatory Matters

Effective April 16, 2010, the Bank consented to the issuance of a
Consent Order by the  Federal Deposit Insurance Corporation and
the the Florida Office of Financial Regulation, also effective as
of April 16, 2010.

The Consent Order represents an agreement among the Bank, the FDIC
and the OFR as to areas of the Bank's operations that warrant
improvement and presents a plan for making those improvements.
The Consent Order imposes no fines or penalties on the Bank.  The
Consent Order will remain in effect and enforceable until it is
modified, terminated, suspended, or set aside by the FDIC and the
OFR.


ORCKIT COMMUNICATIONS: Noteholders Submit Arrangement Proposal
--------------------------------------------------------------
The trustees of Orckit Communications Ltd.'s Series A notes and
Series B notes published in Israel a proposed arrangement under
Section 350 of the Israeli Companies Law, 1999, among the Company
and the Note holders, which was formulated by a joint committee of
the representatives of the Note holders.  In a meeting held on
Jan. 30, 2014, the Company's Board of Directors discussed the
Proposed Arrangement and instructed the Company's management to
provide comments and counter-proposals in advance of the Note
holder meeting scheduled to be held on Feb. 4, 2014.

Set forth below are the highlights of the Proposed Arrangement:

   * The Note holders would be issued ordinary shares constituting
     100 percent of the Company's share capital, on a fully
     diluted basis;

   * The Notes would be exchanged for a new series of notes;

   * The New Notes would be secured, on a non-recourse basis, by
     the accounts receivable, intellectual property, license fees
     and litigation proceeds of the Company;

   * The New Notes would accrue interest at 9.5 percent per year
     and would mature on Dec. 31, 2017;

   * The New Notes would be entitled to early redemption payments
     on a quarterly basis out of the funds generated by the
     secured assets and 40 percent of any debt or equity proceeds
     raised by the Company;

   * Any cash of the Company in excess of $1 million at the
     closing of the Proposed Arrangement would be paid to the Note
     holders;

   * All the Company's directors and officers would be replaced
     with directors and officers designated by the Note holders;

   * A mechanism would be established to ensure the continued
     support of the existing customers of the Company;

   * The Note holders would waive any claims against the Company,
     its directors and employees, and the trustees and
     representatives of the Note holders for actions and omissions
     since the Company's July 2012 arrangement;

   * The waiver for the benefit the Company, its directors and
     managers would be contingent upon the following, among other
     things: (i) Mr. Izhak Tamir's undertaking to act as a
     consultant to the Company, for no compensation, and use his
     best efforts to maximize the proceeds to the Company from the
     secured assets and ensure a smooth transition to the new
     management; and (ii) the waiver by each beneficiary of the
     waiver of all amounts owing to him by the Company as result
     of the termination of his employment or otherwise and his
     undertaking not to compete with the Company's business;

   * The Company and its directors and employees would waive any
     claims against the Note holders and their trustees,
     representatives and advisors, and the Company's directors and
     employees would waive any claims against the Company; and

   * The organizational documents of the Company would be amended
     to require shareholder approval by a super majority to change
     the scope of activity of the Company.

The Proposed Arrangement is only a proposal presented to the
Company.  The Company said that nothing in this report should be
construed as an indication that the Company will accept the
Proposed Arrangement, that an agreement will reached on
alternative terms and conditions, or that any arrangement will
ultimately be implemented.  Under applicable law, any arrangement
requires various approvals, including various stakeholders of the
Company, the Tel Aviv District Court and the Tel Aviv Stock
Exchange.

                            About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.

Orckit disclosed a net loss of $6.46 million on $11.19 million of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $17.38 million on $15.58 million of revenues for the year
ended Dec. 31, 2011.  The Company's balance sheet at Sept. 30,
2013, showed $12.44 million in total assets, $24.03 million in
total liabilities and a $11.59 million total capital deficiency.

Kesselman & Kesselman, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has a
capital deficiency, recurring losses, negative cash flows from
operating activities and has significant future commitments to
repay its convertible subordinated notes.  These facts raise
substantial doubt as to the Company's ability to continue as a
going concern.


PERSONAL COMMUNICATIONS: Panel Wins Okay to Retain Cousins Chipman
------------------------------------------------------------------
The Hon. Alan S. Trust of the U.S. Bankruptcy Court of the Eastern
District of New York has authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Personal
Communications Devices, LLC, et al., to retain Cousins Chipman &
Brown, LLP as conflicts counsel.

As reported in the Troubled Company Reporter on Nov. 29, 2013, the
professional services Cousins Chipman has provided -- and will
provide -- include, but are not limited to:

   (a) providing legal advice to the Committee with respect to
       legal disputes in which conflicts of interest prevent
       representation by the Committee's lead bankruptcy
       counsel; and

   (b) negotiating, drafting, and pursuing all litigation and
       documentation necessary in conjunction with such legal
       disputes.

Cousins Chipman will be paid at these hourly rates:

       Partners                 $450 - $645
       Associates               $265 - $450
       Paralegals               $180 - $225

Adam D. Cole, Esq., will take principal responsibility for matters
that arise in these chapter 11 cases that require Cousins
Chipman's participation.  Cousins Chipman has agreed to discount
Mr. Cole's hourly rate from $625 per hour to $495 per hour.
Cousins Chipman will also be reimbursed for reasonable out-of-
pocket expenses incurred.

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

                             About PCD

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

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

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

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

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

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


PERSONAL COMMUNICATIONS: Parties Balk at Approval of Plan Outline
-----------------------------------------------------------------
Parties-in-interest have objected to the adequacy of information
in the Disclosure Statement explaining Personal Communications
Devices, LLC, et al.'s Plan of Liquidation.

Mark A. Salzberg, Esq., Patton Boggs LLP, and J. Maxwell Tucker,
Esq., on behalf of PineBridge Vantage Partners, L.P., et al.,
filed a limited objection, stating that PineBridge anticipates
that all of its comments to the disclosure statement will be
resolved consensually.

Adam J. Goldberg, Esq., at Latham & Watkins LLP, on behalf of
creditor and party-in-interest DLJ Investment Partners, L.P., et
al., submitted a limited objection to reserve all of its rights
with respect to the disclosure statement, including to supplement
the limited objection.

Philip Christopher, in its objection, stated that the Debtors
decided to attack and malign Mr. Christopher with recycled and
baseless allegations.

PCD sold its business in mid-October to competitor Quality One
Wireless LLC for $105 million.  As reported in the Troubled
Company Reporter on Jan. 16, 2014, the Plan provides for the
creation of a liquidating trust that will administer, liquidate
and distribute all remaining property of the Debtors, including
certain causes of action.

The sale fully paid off $105 million in secured debt either in
cash or from the buyer giving second-lien creditors a note for the
debt.  Under the Plan, unsecured creditors will receive pro rata
share of proceeds remaining after payment of allowed
administrative, allowed priority and allowed miscellaneous secured
claims.  The disclosure statement contains blank spaces with
respect to the estimated recovery for unsecured creditors.

Holders of equity interests won't receive anything.

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

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

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

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

     Jan. 27, 2014     Disclosure Statement Hearing

     Jan. 27, 2014     Voting Record Date

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

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

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

     Mar. 3, 2014      Voting Deadline

     Mar. 3, 2014      Confirmation Objection Deadline

     Mar. 10, 2014     Confirmation Hearing

                             About PCD

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

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

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

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

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

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


PORTER BANCORP: Incurs $1.02-Mil. Net Loss in Fourth Quarter
------------------------------------------------------------
Porter Bancorp, Inc., reported a net loss attributable to common
shareholders of $1.02 million on $10.25 million of interest income
for the three months ended Dec. 31, 2013, as compared with a net
loss attributable to common shareholders of $6.99 million on
$13.17 million of interest income for the same period during the
prior year.

For the 12 months ended Dec. 31, 2013, the Company incurred a net
loss attributable to common shareholders of $3.39 million on
$43.22 million of interest income as compared with a net loss
attributable to common shareholders of $33.43 million on $57.72
million of interest income for the same period a year ago.

The Company's balance sheet at Dec. 31, 2013, showed $1.07 billion
in total assets, $1.04 billion in total liabilities and $35.93
million in stockholders' equity.

A copy of the press release is available for free at:

                        http://is.gd/s2kOMc

              Named Best Places to Work in Kentucky

PBI Bank, Inc., was recently named as one of the Best Places to
Work in Kentucky for 2014 in the medium-sized companies category.
The awards program was created in 2005 and is a project of the
Kentucky Chamber of Commerce, the Kentucky Society for Human
Resource Management (KYSHRM) and Best Companies Group.

This statewide survey and awards program was designed to identify,
recognize and honor the best places of employment in Kentucky,
benefiting the state's economy, its workforce and businesses.

To be considered for participation, companies had to fulfill the
following eligibility requirements:

    Have at least 15 employees working in Kentucky;

    Be a for-profit or not-for-profit business or government
    entity;

    Be a publicly or privately-held business;

    Have a facility in the state of Kentucky; and

    Must be in business a minimum of one year.

Companies from across the state entered the two-part process to
determine the Best Places to Work in Kentucky.  The first part
consisted of evaluating each nominated company's workplace
policies, practices, and demographics.  This part of the process
was worth approximately 25 percent of the total evaluation.  The
second part consisted of an employee survey to measure the
employee experience, which was worth approximately 75 percent of
the total evaluation.  The combined scores determined the top
companies and the final ranking. Best Companies Group managed the
overall registration and survey process in Kentucky, analyzed the
data and used their expertise to determine the final rankings.

"PBI Bank is honored to receive this distinction of being named
one of the best employers in the state," said John T. Taylor, PBI
Bank president and CEO.  "The success of our bank is dependent on
our most important asset, our employees, and we are committed to
providing an engaging workplace where integrity, teamwork and
service excellence is recognized and rewarded."

PBI Bank will be recognized and honored at the Best Places to Work
in Kentucky 10th Annual Awards Dinner on Thursday, April 24, 2014,
at Heritage Hall in the Lexington Convention Center.  The final
rankings will be announced at the event.  A magazine recognizing
the winners and their final rankings will be released for
statewide distribution at that time.

For more information on the Best Places to Work in Kentucky
program, visit http://BestPlacesToWorkKY.comor contact Jackie
Miller at (877) 455-2159.

                        About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred substantial losses in 2012, 2011 and
2010, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action.  These events
raise substantial doubt about the Company's ability to continue as
a going concern.


QUALITY DISTRIBUTION: BlackRock Stake at 5.6% as of Dec. 31
-----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, BlackRock, Inc., disclosed that as of Dec. 31, 2013,
it beneficially owned 1,512,662 shares of common stock of
Quality Disribution Inc. representing 5.6 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/DP0XIk

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30 percent of the common
stock of Quality Distribution, Inc.

Quality Distribution reported net income of $50.07 million for the
year ended Dec. 31, 2012, as compared with net income of $23.43
million in 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $465.05 million in total assets, $503.19 million in total
liabilities and a $38.13 million total shareholders' deficit.

                        Bankruptcy Warning

According to the Company's annual report for the period ended
Dec. 31, 2012, the Company had consolidated indebtedness and
capital lease obligations, including current maturities, of $418.8
million as of Dec. 31, 2012.  The Company must make regular
payments under the ABL Facility and its capital leases and semi-
annual interest payments under its 2018 Notes.

The Company's 2018 Notes issued in the quarter ended Dec. 31,
2010, carry high fixed rates of interest.  In addition, interest
on amounts borrowed under the Company's ABL Facility is variable
and will increase as market rates of interest increase.  The
Company does not presently hedge against the risk of rising
interest rates.  The Company's higher interest expense may reduce
its future profitability.  The Company's future higher interest
expense and future redemption obligations could have other
important consequences with respect to the Company's ability to
manage its business successfully, including the following:

   * it may make it more difficult for the Company to satisfy its
     obligations for its indebtedness, and any failure to comply
     with these obligations could result in an event of default;

   * it will reduce the availability of the Company's cash flow to
     fund working capital, capital expenditures and other business
     activities;

   * it increases the Company's vulnerability to adverse economic
     and industry conditions;

   * it limits the Company's flexibility in planning for, or
     reacting to, changes in the Company's business and the
     industry in which the Company operates;

   * it may make the Company more vulnerable to further downturns
     in its business or the economy; and

   * it limits the Company's ability to exploit business
     opportunities.

The ABL Facility matures August 2016.  However, the maturity date
of the ABL Facility may be accelerated if the Company defaults on
its obligations.

"If the maturity of the ABL Facility and/or such other debt is
accelerated, we may not have sufficient cash on hand to repay the
ABL Facility and/or such other debt or be able to refinance the
ABL Facility and/or such other debt on acceptable terms, or at
all.  The failure to repay or refinance the ABL Facility and/or
such other debt at maturity would have a material adverse effect
on our business and financial condition, would cause substantial
liquidity problems and may result in the bankruptcy of us and/or
our subsidiaries.  Any actual or potential bankruptcy or liquidity
crisis may materially harm our relationships with our customers,
suppliers and independent affiliates."

                           *    *     *

As reported in the TCR on June 28, 2013, Moody's Investors Service
upgraded Quality Distribution, LLC's Corporate Family Rating to B2
from B3 and Probability of Default Rating to B2-PD from B3-PD.

The upgrade of Quality's CFR to B2 was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the B2 rating level.  The
company is in the process of integrating the bolt-on acquisitions
made in its Energy Logistics business sector since 2011.


QUANTUM CORP: BlackRock Stake at 5.8% as of Dec. 31
---------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of
Dec. 31, 2013, it beneficially owned 14,410,082 shares of common
stock of Quantum Corp. representing 5.8 percent of the shares
outstanding.  BlackRock previously reported beneficial ownership
of 12,926,180 common shares or 5.37 percent equity stake at
Dec. 31, 2012.  A copy of the regulatory filing is available for
free at http://is.gd/nquCoN

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the 12 months ended March 31, 2013, the Company incurred a net
loss of $52.41 million on $587.57 million of total revenue, as
compared with a net loss of $8.81 million on $652.37 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $347.79
million in total assets, $428.58 million in total liabilities and
a $80.79 million total stockholders' deficit.


QUANTUM FUEL: Hudson Bay Stake Down to 3.8%
-------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Hudson Bay Capital Management, L.P., and
Sander Gerber disclosed that as of Dec. 31, 2013, they
beneficially owned 738,325 shares of common stock issuable upon
exercise of warrants of Quantum Fuel Systems Technologies
Worldwide, Inc., representing 3.86 percent of the shares
outstanding.  The reporting persons previously held warrants to
purchase up to 2,874,291 shares of common stock as reported by the
TCR on Feb. 12, 2013.  A copy of the regulatory filing is
available for free at http://is.gd/HFnRmH

                          About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $60.64 million in total assets,
$50.27 million in total liabilities and $10.36 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


RADIOSHACK CORP: BlackRock Stake at 6.2% as of Dec. 31
------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of
Dec. 31, 2013, it beneficially owned 6,245,829 shares of common
stock of Radioshack Corp. representing 6.2 percent of the shares
outstanding.  As reported by the TCR on Feb. 13, 2013, BlackRock
beneficially owned 5,564,638 common shares of the Company as of
Dec. 31, 2012.  A copy of the regulatory filing is available for
free at http://is.gd/Iz5ooD

                    About Radioshack Corporation

RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com
-- is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.60 billion in total
assets, $1.21 billion in total liabilities and $394 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 26, 2013, Standard & Poor's Ratings
Services raised the corporate credit rating on the Fort Worth,
Texas-based RadioShack Corp. to 'CCC+' from 'CCC'.  "The upgrade
reflects an improved liquidity position with a recent financing
that increased funded debt by $125 million and increased the
company's revolving credit borrowing capacity, which improved
the company's liquidity by approximately $200 million," said
credit analyst Charles Pinson-Rose.

In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on
RadioShack Corporation.  The IDR reflects the significant decline
in RadioShack's profitability and cash flow, which has become
progressively more pronounced over the past two years.

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.


RITZ CAMERA: Court Narrows Claims in Avoidance Suit v. Canon
------------------------------------------------------------
Bankruptcy Judge Kevin Gross narrowed the claims in the adversary
proceeding filed by Ritz Camera & Image, L.L.C., on Nov. 14, 2012,
against Canon U.S.A., Inc.  The lawsuit seeks avoidance and
recovery of fraudulent and preferential transfers.  Following the
conversion to Chapter 7 and the appointment of Alfred T. Giuliano
as Chapter 7 trustee, on June 25, 2013, the Trustee filed the
Amended Complaint, adding nine claims, including claims for
unconscionability, economic duress, unjust enrichment, and
declaratory relief.  Canon seeks dismissal of Counts One, Two, and
Nine Through Twelve of the Amended Complaint.  The Court denied
Canon's Motion as to Counts 1 and 2, and granted the Motion as to
Counts 9, 10, 11, and 12.

Between August 26, 2011 and June 10, 2012, the Debtors made seven
payments to Canon totaling $3,170,338 pursuant to a settlement
agreement.  In the Amended Complaint, the Trustee alleges that
Canon used its superior bargaining position and the Debtors' need
to sell Canon products to force the Debtors to agree to the terms
of the Settlement Agreement.  The Trustee further alleges that the
terms of the contract are so outside of community business
practices that they shock the conscience and that the Debtors had
no reasonable alternative to entering into the Settlement
Agreement.  Additionally, the Trustee argues that the Settlement
Agreement resulted from Canon's wrongful misrepresentations
regarding the outstanding grievances and potential claims and any
payments under the Settlement Agreement unjustly enrich Canon.

The case is, In re RITZ CAMERA & IMAGE, L.L.C. Plaintiff, v. CANON
U.S.A., INC., Defendant, Adv. Proc. No. 12-50986(KG) (Bankr. D.
Del.).  A copy of Judge Gross' Feb. 4, 2014 Memorandum Opinion is
available at http://is.gd/TP8YmCfrom Leagle.com.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sold digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  When it filed for bankruptcy,
Ritz Camera intended to shut 128 locations and cut its staff in
half.  Included in the closing are 10 locations in Maryland and 4
in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in
liabilities as of the Chapter 11 filing.  The Debtors owe not less
than $16.32 million for term and revolving loans provided by
secured lenders led by Crystal Finance LLC, as administrative
agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.  WeinsweigAdvisors LLC's Marc Weinsweig was
appointed as Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. DeAngelis, U.S. Trustee for Region 3, pursuant to
Section 1102(a)(1) of the Bankruptcy Code, appointed six persons
to Official Committee of Unsecured Creditors.

After filing to sell their assets, Judge Kevin Gross converted the
Chapter 11 cases proceedings under Chapter 7 of the Bankruptcy
Code effective on January 15, 2013.


SEQUENOM INC: BlackRock Stake at 7.6% as of Dec. 31
---------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of
Dec. 31, 2013, it beneficially owned 8,817,018 shares of common
stock of Sequenom Inc. representing 7.6 percent of the shares
outstanding.  BlackRock previously owned 7,128,418 common shares
or 6.21 percent equity stake as of Dec. 31, 2012.  A copy of the
regulatory filing is available at http://is.gd/aPhnsm

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom disclosed a net loss of $117.02 million in 2012, a net
loss of $74.13 million in 2011 and a net loss of $120.84 million
in 2010.  The Company's balance sheet at Sept. 30, 2013, showed
$164.82 million in total assets, $195.85 million in total
liabilities and a $31.02 million total stockholders' deficit.


SHUANEY IRREVOCABLE: U.S. Trustee Wants Case Converted to Ch.7
--------------------------------------------------------------
Guy G. Gebhardt, Acting United States Trustee for Region 21, has
asked the U.S. Bankruptcy Court to convert the chapter 11 case of
Shuaney Irrevocable Trust to a liquidation in chapter 7.

At a hearing held on Dec. 20, 2013, on the motion to dismiss filed
by Beach Community Bank, the Court granted the motion subject to
payment of quarterly fees to the United States Trustee.

Subsequent to the Dec. 20, 2013 hearing, despite several efforts
to obtain payment of the fees for the fourth quarter of 2013 by
the U.S. Trustee, the fees remain unpaid, and no order dismissing
the case has been entered.

According to the U.S. Trustee, the Debtor represents it has no
funds to pay the fees other than the funds on deposit in which
Beach Community Bank may hold a security interest, and it further
appears that Beach Community Bank is not willing to allow the
Debtor to use funds that may be subject to its security interest
to pay the quarterly fees.  Based on reported disbursements for
the fourth quarter of 2013 of $2,652,500, it appears the correct
fee for the fourth quarter of 2013 would be $9,750, not the $325
paid by the Debtor.  This results in a balance owed of $9,425.00
for the fourth quarter, plus whatever fees continue to accrue
until entry of an order of dismissal or conversion.

Beach Community Bank has now filed a motion for relief from the
automatic stay which is set for hearing on Feb. 7, 2014.  The bank
said there is a dispute between the Debtor and the U.S. Trustee
over whether additional fees are owed to the U.S. Trustee.

The U.S. Trustee, however, said there is no "dispute" with the
Debtor, there is only a failure to pay the fees.  The U.S. Trustee
suggests it may be more appropriate to convert the Debtor's case
to one under chapter 7 so a chapter 7 trustee may be appointed who
can determine whether there are funds of the Debtor that can be
used to pay the U.S. Trustee quarterly fees and other costs of
administration of this case, including claims of creditors.

The Debtor has filed a response to the U.S. Trustee's motion.  The
Debtor agreed that it is unable to pay the balance of the U.S.
Trustee fees due for the fourth quarter 2013 because it has no
assets from which to pay the fees and is prohibited from using the
funds in its bank accounts because it is cash collateral.  As a
result, in the absence of consent from Beach Community Bank to use
its cash collateral, the only viable alternatives are for the
court to grant dismissal of the case without requiring the Debtor
to pay the quarterly fees as a condition of dismissal, or to
convert the case to chapter 7.

The Court has already determined at the hearing on Dec. 20, 2013,
that the dismissal of the case is in the best interest of the
creditors.  The fact that the quarterly fees have not been paid,
does not change the fact that dismissal is in the best interest of
creditors.

The Debtor said its failure to pay the balance of the outstanding
fourth quarter payment due to the U.S. Trustee does not preclude
the Court from granting the Debtor's request for a voluntary
dismissal of the case.

The Debtor is requesting that its inability to pay the fees not
form the basis for holding the case open or form the basis for
converting the case to a Chapter 7 where conversion has previously
been determined by the court to not be in the best interest of the
creditors.

The Debtor request that the court enter the order dismissing the
case as previously ruled at the hearing on Dec. 20, 2013, and to
also modify its prior requirement that the U.S. Trustee fees must
be paid before dismissal can occur.

Hearing on the motion is set for Feb. 7, 2014, at 10:45 a.m. via
Telephone Conference.

Assistant U.S. Trustee can be reached at:

         Charles F. Edwards
         110 East Park Avenue, #128
         Tallahassee, FL 32301
         Tel: 850-942-1661
         Fax: 850-942-1669
         E-mail: charles.edwards@usdoj.gov

The Debtor's counsel can be reached at:

         J Steven Ford, Esq.
         Wilson, Harrell, Farrington, Ford,
         Wilson, Spain, & Parsons, P.A.
         307 S. Palafox Street
         Pensacola, FL 32502
         Tel: (850) 438-1111
         Fax: (850) 432-8500
         E-mail: jsf@whsf-law.com

                  About Shuaney Irrevocable Trust

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  The Debtor scheduled $20,996,723 in assets and
$19,625,890 in debts.  The Law Office of Mark Freund serves as
counsel to the Debtor.  Judge William S. Shulman presides over the
case.  The U.S. Trustee for Region 21 was unable to appoint an
Official Committee of Unsecured Creditors of Shuaney Irrevocable
Trust.


SILVERADO STREET: Section 341(a) Meeting Set on March 4
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of Silverado Street,
LLC, will be held on March 4, 2014, at 10:00 a.m. at 402 W.
Broadway, Emerald Plaza Building, Suite 660 (B), Hearing Room B,
San Diego, CA 92101.

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.

Silverado Street, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 14-00574) on Jan. 30, 2014, in San
Diego, California.  The company said in its schedules that it has
$22 million to $47 million in total assets and $11 million in
liabilities in total liabilities.  The Debtor is represented by
Golmore, Wood, Vinnard & Magness, in Fresno, as counsel.

The company's property -- Lots 18 and 19 in Block 74 of Villa
Tract, La Jolla Park, in San Diego County -- is valued at $12
million and secures debt in the aggregate amount of $11 million
owed to Chase Mortgage, FHR Realty Advisors and Georgiou Trust.
The company also claims to have mineral rights and oil leases
valued at $2 million.  The company's remaining asset is on account
of notes/deeds of trust judgments that the Debtor estimates to be
valued at $10 million to $35 million.


SIMPLY WHEELZ: Postal Service Fails to Deliver Some Mails
---------------------------------------------------------
Simply Wheelz LLC, doing business as Advantage Rent a Car,
notified the Bankruptcy Court on Jan. 24 of a list of addresses
which the United States Postal Service determined to be
undeliverable.  The Debtor related that dischargeability of a debt
may be affected if a creditor fails to receive certain notices.

A copy of the list is available for free at:

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

                    About Simply Wheelz LLC

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

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


SINCLAIR BROADCAST: BlackRock Has 6.1% of Class A Shares
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of
Dec. 31, 2013, it beneficially owned 4,494,452 shares of Class A
common stock of Sinclair Broadcast Group Inc. representing 6.1
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/l9D6jv

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22 percent of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company's balance sheet at Sept. 30, 2013, showed $3.61
billion in total assets, $3.20 billion in total liabilities and
$416.23 million in total equity.

"Any insolvency or bankruptcy proceeding relating to Cunningham,
one of our LMA partners, would cause a default and potential
acceleration under the Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of our seven LMAs
with Cunningham, which would negatively affect our financial
condition and results of operations," the Company said in its
annual report for the period ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sinclair to 'BB-'
from 'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments.
Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed
$250 million issuance of Senior Unsecured Notes due 2018 by STG.
The Speculative Grade Liquidity Rating remains unchanged at SGL-2.
The rating outlook is now stable.


SOUTHERN MONTANA ELECTRIC: May Use Cash Collateral Until Feb. 28
----------------------------------------------------------------
The Hon. Ralph B. Kirscher of the U.S. Bankruptcy Court for the
District of Montana has approved the stipulation between Southern
Montana Electric Generation and Transmission Cooperative, Inc.,
and certain holders consisting of The Prudential Insurance Company
of America, Universal Prudential Arizona Reinsurance Company,
Prudential Investment Management, Inc., as successor in interest
to Forethought Life Insurance Company, and Modern Woodmen of
America, extending for the fifth time the final court order
authorizing the use of cash collateral until Feb. 28, 2014.

On May 2, 2012, the Court entered a final order authorizing the
cash collateral use, which was extended four times, with the last
extension approved on Aug. 14, 2013.

On Dec. 31, 2013, the parties sought the Court's approval of a
stipulation further extending the final cash collateral order,
saying that the immediate approval of the Stipulation and the
modification sought to be effected to the final order are
necessary because the Debtor continues to have an immediate and
critical need to use the cash collateral to operate the business
and potentially to effectuate a reorganization of the Debtor's
business, which use will be in accordance with the terms of the
Stipulation and the final order.  The parties agree that without
the use of the cash collateral, the Debtor risks having
insufficient liquidity to be able to continue to operate the
Debtor's business and potentially pursue reorganization efforts.

By the stipulation, the parties agree that, among other things,
the reference in paragraph 5(a)(i) of the final order is modified
on a prospective basis to provide for a date of Feb. 28, 2014.

The Noteholders are represented by:

         Jonathan B. Alter, Esq.
         BINGHAM MCCUTCHEN LLP
         One State Street
         Hartford, CT 06103
         Tel: (860) 240-2969
         Fax: (860) 240-2800
         E-mail: jonathan.alter@bingham.com

               - and -

         Steven M. Johnson, Esq.
         CHURCH, HARRIS, JOHNSON & WILLIAMS, P.C.
         114 Third Street South
         P.O. Box 1645
         Great Falls, MT 59403
         Tel: (406) 761-3000
         E-mail: sjohnson@chjw.com

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.


SOUTHERN MONTANA: Fergus & Beartooth Asks for Ch. 7 Conversion
--------------------------------------------------------------
Fergus Electric Cooperative, Inc., and Beartooth Electric
Cooperative, Inc., asked the Hon. Ralph B. Kirscher of the U.S.
Bankruptcy Court for the District of Montana to convert the
Chapter 11 case of Southern Montana Electric Generation and
Transmission Cooperative, Inc., to one under Chapter 7 of the U.S.
Bankruptcy Code.

"To date, no plan has been confirmed.  While the Court
'reluctantly' approved the former trustee's disclosure statement,
that has become dated and movants are informed that Southern --
the heir apparent to the trustee's plan and disclosure statement -
- intends to move to strike it and the trustee's plan.  Thus,
there is effectively no approved disclosure statement.  While the
noteholders and trustee did not diligently seek or obtain plan
approval in the past 2 years, they and their professionals have
billed the estate for over $6 million and the noteholders have
received tens of millions in adequate protection payments.
Meanwhile, Southern loses money," Fergus and Beartooth said in a
filing dated Dec. 27, 2013.

According to the operating reports, and excluding the non-
recurring settlement payments from YVEC and Great Falls, in the
period May through November 2013, inclusive, the Debtor has
experienced: net losses of $6.7 million; and net cash flow of
negative $9.8 million.  "During the same period, and even counting
one of the $2.5 million settlement payments (the other is built
into the starting cash balance on May 31), the Debtor's cash
balance has decreased by over $5 million," Fergus and Beartooth
stated.

Fergus and Beartooth claimed that any plan of reorganization,
whether the noteholders' or the trustee's, is doomed because,
among other things: (i) it necessarily depends upon assumption of
two distinct but related non-assumable contracts, the membership
contracts and their wholesale power contracts with the Debtor;
(ii)even if assumable in the abstract, assumption would
impermissibly modify them.  The contracts, Fergus and Beartooth
said, are not assumable.  The trustee and, more recently, the
noteholders, have proposed plans which would repay the noteholders
by forcing the Debtor to remain in business over the wishes of its
members, charging rates determined, not by the Debtor's board, but
by someone else.

On Jan. 15, 2014, the Court approved the stipulation between
noteholders Prudential Insurance Company of America, Universal
Prudential Arizona Reinsurance Company, Prudential Investment
Management, Inc., as successor in interest to Forethought Life
Insurance Company, and Modern Woodmen of America, the Debtor, and
members Beartooth, Fergus, Mid-Yellowstone Valley Electric
Cooperative, Inc., and Tongue River Electric Cooperative, Inc.,
for temporary stay of litigation and for additional extension of
the deadline from Jan. 17, to Feb. 3, 2014, to respond to motion
to convert the case to Chapter 7.  The parties agreed to refrain
from taking adverse action against one another until Feb. 3, 2014,
in order to facilitate ongoing settlement discussions among the
parties.

On Feb. 3, 2014, the parties further sought to extend the deadline
and to continue to stay all litigation by filing with the Court
another stipulation.  The parties consented to the Court vacating
without date the Feb. 3, 2014 deadline for all parties to respond
to the conversion motion, and vacating without date the Feb. 25,
2014 hearing set before the Court on that motion in order to
facilitate continuing settlement discussions among the parties
with the understanding that the members may later renotice a new
hearing date and request a new deadline for filing objections to
the conversion motion.  The Court approved the stipulation on
Feb. 4, 2014.  The Court required the parties to file by March 11,
2014, a report on the status of ongoing negotiations and at that
time, if the matter is not resolved, request a deadline to respond
to the pending conversion motion.

Fergus is represented by:

         Robert K. Baldwin, Esq.
         Trent M. Gardner, Esq.
         GOETZ, BALDWIN & GEDDES, P.C.
         35 North Grand
         P.O. Box 6580
         Bozeman, MT 59771-6580
         Tel: (406) 587-0618
         Fax: (406) 587-5144
         E-mail: rbaldwin@goetzlawfirm.com
                 tgardner@goetzlawfirm.com

                - and -

         John P. Paul, Esq.
         LAW OFFICE OF JOHN P. PAUL, PLLC
         410 Central Avenue, Suite 519
         P.O. Box 533
         Great Falls, MT 59403
         Tel: (406) 761-4422
         Fax: (406) 761-2009
         E-mail: johnpaul@qwestoffice.net

Beartooth is represented by:

         Laurence R. Martin, Esq.
         Martin S. Smith, Esq.
         FELT, MARTIN, FRAZIER & WELDON, P.C.
         208 North Broadway, Suite 313
         P.O. Box 2558
         Billings, Montana 59103
         Tel: (406) 248-7646
         Fax: (406) 248-5485
         E-mail: lmartin@feltmartinlaw.com
                 msmith@feltmartinlaw.com

Tongue River is represented by:

         Jeffrey A. Hunnes, Esq.
         GUTHALS, HUNNES, & REUSS, P.C.
         P.O. Box 1977
         Billings, Montana 59103-1977
         Tel: (406) 245-3071
         E-mail: jhunnes@ghrlawfirm.com

         Gary Ryder, Esq.
         Treasure Co. Attorney's Office
         P.O. Box 72
         Hysham, Montana 59038
         Tel: (406) 342-5546
         E-mail: gryder@rangeweb.net

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.


SPANISH BROADCASTING: BlackRock Stake at 5.1% as of Dec. 31
-----------------------------------------------------------
BlackRock, Inc., disclosed in an amended Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of Dec. 31,
2013, it beneficially owned 214,462 shares of common stock of
Spanish Broadcasting System Inc. representing 5.1 percent of the
shares outstanding.  BlackRock previously held 215,459 common
shares or 5.17 percent equity stake as of Dec. 31, 2012.  A copy
of the regulatory filing is available for free at:

                         http://is.gd/zOhy4o

                      About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

Spanish Broadcasting reported a net loss available to common
stockholders of $11.21 million in 2012, as compared with net
income available to common stockholders of $13.77 million during
the prior year.  The Company's balance sheet at Sept. 30, 2013,
showed $473.79 million in total assets, $435.94 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock and a $54.50 million total stockholders' deficit.

                        Bankruptcy Warning

"We have experienced a decline in the level of business activity
of our advertisers, which has, and could continue to have, an
adverse effect on our revenues and profit margins.  In addition,
some of our advertisers and clients could experience serious cash
flow problems due to the slow economic recovery.  As a result,
they may attempt to renegotiate or cancel orders with us or alter
payment terms.  Our advertisers may be forced to reduce their
production, shut down their operations or file for bankruptcy
protection, which could have a material adverse effect on our
business.  Any further deterioration in the U.S. economy, any
worsening of conditions in the credit markets, or even the fear of
such a development, could intensify the adverse effects of these
difficult market conditions on our results of operations," the
Company said in its annual report for the year ended Dec. 31,
2012.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


SR REAL ESTATE: Has Until April 18 to File Chapter 11 Plan
----------------------------------------------------------
The Hon. Christopher B. Latham of the U.S. Bankruptcy Court for
the Southern District of California extended the exclusive periods
of SR Real Estate Holdings LLC to:

  a) file a Chapter 11 plan to April 18, 2014, and

  b) solicit acceptances of that plan until June 18, 2014.

As reported by the Troubled Company Reporter on Dec. 26, 2013, the
Debtor said it is seeking an extension of the Exclusive Periods
for the purpose of conserving resources while the Court resolves
two case-critical motions.  Had the Debtor filed its plan prior to
a ruling on the motions under submission, both the Debtor and the
opposing parties would have been forced to expend significant sums
in a confirmation battle prior to knowing whether the case was
viable.

The TCR noted that, had the Debtor filed its Plan, the opposing
parties would have objected to proceeding with a heated
confirmation battle without a ruling on the motions under
submission -- yet they also oppose extending exclusivity
notwithstanding the current status of the case.  Through the
Motion, the Debtor seeks an extension of the Exclusive Periods
merely to preserve its exclusivity pending the rulings from the
Court.

                 About SR Real Estate Holdings

SR Real Estate Holdings, LLC, owner of 14 parcels of real property
totaling 6,400 acres straddling Santa Cruz and Santa Clara
counties, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
13-54471) in San Jose, California, on Aug. 20, 2013.

Judge Hon. Peter W. Bowie oversees the case.  Victor A. Vilaplana,
Esq., and Matthew J. Riopelle, Esq., at Foley and Lardner, have
been tapped as proposed counsel to the Debtor.  The Debtor
disclosed $15,016,593 in assets and $548,907,938 in liabilities as
of the Chapter 11 filing.

This is the third bankruptcy filed with respect to the property.
The prior owner, Sargent Ranch, LLC, filed Chapter 11 cases in
January 2010 (Bankr. S.D. Cal. Case No. 10-00046-PB) and November
2011 (Bankr. S.D. Cal. Case No. 11-18853).  The second bankruptcy
case was dismissed in February 2012.


ST. FRANCIS' HOSPITAL: Competing Offers Due Feb. 10
---------------------------------------------------
St. Francis' Hospital, Poughkeepsie, New York, and its debtor-
affiliates will continue to accept competing offers for their
assets until Feb. 10, 2014.

St. Francis intends to sell its 333-bed acute-care facility, which
was founded in 1914, in a deal valued at $24.2 million to Health
Quest Systems Inc., absent higher and better offers.  An auction
will be held Feb. 13 if a rival offer is submitted.

St. Francis struck a deal to sell substantially all of their
assets to Health Quest at the time of the bankruptcy filing.
According to the assets purchase agreement, payment will be in the
form of: (a) the assumption of liabilities, and (b) additional
consideration in the form of one of the following, at buyer's
option:

    (i) Cash totaling $18.62 million; or,

   (ii) Exchanged bond obligations with either (a) an applicable
        interest rate of 4.00% with a beginning principal amount
        of $22.15 million; or (b) with an applicable interest
        rate of 5.25% with a beginning principal amount of
        $19.15 million.

According to the court-approved sale rules, potential bidders must
submit a timely and compliant expression of interest so as to be
received by no later than Jan. 10, 2014, at 5:00 p.m. (Eastern
prevailing time).  If no party submits an expression of interest,
the Debtors will seek approval of the sale to Health Quest at a
sale hearing on Jan. 21.  If there is at least one timely
compliant expression of interest, (i) there will be a Feb. 10,
2014 deadline to submit bid packages; (ii) there will be an
auction on Feb. 13, 2013, if at least one qualified bid is
received; and (iii) the sale hearing will be conducted on Feb. 18.

According to a Notice of Intended Auction Sale, if a qualified bid
provides for payment in full of additional consideration in cash,
the amount of the purchase price in that bid must provide for cash
that is at least in the amount of $18.62 million plus $1.2
million.  To the extent Health Quest, as stalking horse bidder
elects to tender additional consideration in exchanged bond
obligations, the Debtors have been informed by the Bond Trustee
that it intends to elect a 5.25% interest rate.  With the Bond
Trustee's election, the beginning principal amount of the
exchanged bond obligations will be $19.15 million plus $1.2
million.

Competing bids also must provide for the satisfaction of all cure
obligations for Assumed Contracts and Assumed Leases in an amount
not less than $500,000.

According to court filings, Westchester Medical Center has
submitted a bid for St. Francis' facility.  Craig Wolf of the
Poughkeepsie Journal reported that Michael Israel, CEO of
Westchester Medical, confirmed evening of Feb. 5 that the board of
the Valhalla-based institution passed a resolution giving him the
go-ahead to submit a bid for St. Francis.  Mr. Israel declined to
say how much Westchester Medical will bid.

The Hudson Valley Reporter in January reported that St. Francis
Hospital was notified by the New York City-based Catholic Health
Care System, doing business as ArchCare, that it is interested in
acquiring the hospital's home-care operations and will look for a
partner to potentially acquire the rest of the hospital's assets.

A member of the New York State Assembly, 105th Assembly District,
has expressed his support of Westchester's bid.  According to
assemblyman Keiran Michael Lalor, Westchester's bid would preserve
healthcare options for the people of Dutchess County, and prevent
economically devastating layoffs, "in a way the Health Quest's bid
would not."  He noted that Health Quest already owns Northern
Dutchess Hospital, Putnam Hospital and Vassar Brothers Hospital,
which is located less than a mile from St. Francis.  He pointed
out that, "Were Health Quest to purchase Saint Francis, it would
essentially have a monopoly on hospital services in Dutchess and
Putnam Counties."

Donald Murphy, St. Francis' CEO from 1976 to 2000, also supported
a deal with Westchester, saying it would be in the best interest
of the hospital and community it serves.

As reported by the Troubled Company Reporter in January, the APA
with Health Quest contemplates payment of a Break-Up Fee of $1.2
million and Expense Reimbursement Fee of $1.2 million, as well, in
the event St. Francis closes a deal with another entity.

The Official Committee of Unsecured Creditors appointed in the
Debtors' chapter 11 cases believes that the proposed Break-Up Fee
amount and Expense Reimbursement Fee amount are excessive and
intends on objecting to their approval.  The Debtors and the
Stalking Horse both support the amount of the Break-Up Fee and
Expense Reimbursement.

Meanwhile, the U.S. Trustee for Region 2 is slated to hold a
meeting of St. Francis' creditors pursuant to Sec. 341 of the
Bankruptcy Code today, Feb. 7, 2014, 1:00 p.m. Eastern.

                    About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

Daniel W. Sklar, Esq., and Christopher M. Desiderio, Esq., at
Nixon Peabody LLP, serve as the Debtors' counsel.  The financial
adviser is CohnReznick Advisory Group; and the investment banker
is Deloitte Corporate Finance LLC.  BMC Group is the claims and
notice agent.

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


STACY'S INC: Committee Objects to Plan Outline, Hearing on Feb. 12
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
set for Feb. 12, 2014, at 1:00 p.m. the hearing on the disclosure
statement accompanying the plan of reorganization of Stacy's Inc.

As reported by the Troubled Company Reporter on Jan. 16, 2014, the
Debtor was slated to seek approval of the disclosure statement at
a hearing on Jan. 29, 2014 at 2:00 p.m.  The Plan, filed Dec. 12,
2013, provides for and ratifies the distribution of the cash
assets of the estate primarily to Bank of the West, with a carve-
out to the unsecured creditors and payment of administrative
priority claims.

On Jan. 22, 2014, the Official Committee of Unsecured Creditors
and BOTW filed objections to the disclosure statement.

According to Reid E. Dyer, Esq., at Moore & Van Allen, PLLC, the
attorney for the Committee, his client and the Debtor are
currently in discussions regarding the administration of the
bankruptcy estate's assets post-confirmation.  "The Committee
anticipates that these discussions with the Debtor will result in
amendments to the Plan, which are not reflected in the Disclosure
Statement.  Thus, the Committee brings this limited objection
based on the fact that the current Disclosure Statement does not
reflect anticipated changes to the Plan with respect to the post-
confirmation administration of the estate and submits that the
Disclosure Statement should be amended to reflect the same," Mr.
Dyer stated in the Jan. 22 court filing.

The Disclosure Statement mentions the dispute between the Debtor
and BOTW regarding the use of cash collateral in the Debtor's
operating account, and Exhibit H outlines how it intends to use
this remaining cash to pay administrative claims, including but
not limited to certain income tax obligations.  "As more fully
explained in its objection to the Debtor's motion to use this cash
collateral, BOTW strongly objects to Debtor's contentions that
BOTW does not have a lien on this cash collateral, or in the
alternative, that BOTW is adequately protected by the Debtor's use
of this cash collateral.  BOTW again renews its objection to the
Debtor's use of BOTW's cash collateral as outlined in Exhibit H to
the Disclosure Statement (or in any other fashion)," Robert C.
Byrd, Esq., at Parker Poe Adams & Bernstein LLP, the attorney for
BOTW, said in the Jan. 22 court filing.

According to Mr. Byrd, the Disclosure Statement fails to
acknowledge that the Debtor may be unable to use this cash
collateral and what effect, if any, that this would have on the
Debtor's ability to fulfill its plan obligations.  The hearing on
the Debtor's motion to use cash collateral was originally
scheduled for Jan. 23, 2014, but has been continued until Feb. 12,
2014.  "If the Disclosure Statement is approved before the cash
collateral issues are decided, hypothetical investors will not
have all material information needed in order to make an informed
decision," Mr. Byrd said.

Mr. Byrd can be reached at:

         PARKER POE ADAMS & BERNSTEIN LLP
         200 Meeting Street, Suite 301
         Charleston, SC 29401
         Tel: (843) 727-2650
         Fax: (843) 727-2680
         E-mail: bobbybyrd@parkerpoe.com

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- had 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The Debtor scheduled $26.4 million in total assets and
$31.4 million in liabilities as of the bankruptcy filing.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

Stacy's in August 2013 sold the business to Metrolina Greenhouses
for $15.2 million after no competing bids were entered at a
bankruptcy auction.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
Ouzts, Ouzts & Varn, P.A., as its financial advisor; SSG Advisors,
LLC, as its investment banker; and Faulkner and Thompson, P.A., to
provide limited accounting services.

The Official Committee of Unsecured Creditors appointed in the
case has tapped Moore & Van Allen, PLLC, as counsel.


SYNOVUS FINANCIAL: Fitch Affirms 'B' Short-Term IDR Rating
----------------------------------------------------------
Fitch Ratings has affirmed Synovus Financial Corp.'s (SNV) ratings
at 'BB'/'B'.  The Rating Outlook remains Positive.  The Positive
Rating Outlook reflects Fitch's view that SNV's IDR's could be
upgraded from current levels.

KEY RATING DRIVERS - IDRS, VRs, AND SENIOR DEBT

SNV's ratings remain at the low end of the mid-tier peer group
reflecting a still-elevated level of NPAs and relatively tepid
earnings performance.  SNV's Rating Outlook remains Positive
reflecting its improving overall risk profile combined with solid
capital levels and recovering asset quality.  SNV reports the
highest TCE level in the mid-tier regional peer group as well as
some of the best year-over-year improvements in asset quality.

Fitch calculates SNV's NPAs at 5.4% at 4Q'13, an improvement of
over 2% year-over-year but still elevated when compared to higher-
rated banks.  The volume of NPAs has fallen more than 20% over the
same time period.  Fitch notes that nearly half of SNV's remaining
NPAs are accruing troubled debt restructurings (TDRs) of which 60%
are to C&I or investment property borrowers that are able to
generate cash flow for repayment as opposed to vacant land
borrowers that are likely repaying out of pocket.  Fitch expects
these TDR characteristics to produce lower levels of loss content
than those banks with a high level of consumer-related TDRs that
typically perform relatively worse post-modification than
commercial TDRs.  Fitch also expects the company's level of NCOs
to continue to fall throughout 2014 along with nonperforming loan
inflows that have averaged under $70 million over the last three
quarters.

Given SNV's elevated risk profile relative to others in the peer
group, Fitch expects capital to be managed at relatively higher
levels.  Fitch notes that SNV's Fitch Core Capital ratio has
increased to 7.7%, or 240 bps, year over year, and is in line with
the mid-tier regional peer group average, primarily through the
retention of earnings and balance sheet shrinkage.  Fitch
anticipates that if upcoming stress test results show an ability
to do so, SNV will likely begin bumping up its dividend over the
near- to mid-term from the current quarterly rate of $0.01/share
that it has been paying since 2009.  However, Fitch expects any
significant dividend increase to coincide with stronger earnings
performance.

Fitch notes that earnings performance (current and expected)
remains relatively weaker than higher rated banks. While SNV has
remained consistently profitable since mid-2011, the bank's ROA
has remained in the 45-55 bps range.  Fitch expects this level of
earnings to just marginally improve in 2014 as credit costs
reductions are off-set by continued net interest margin
compression.

RATING SENSITIVITIES - IDRS, VRs, AND SENIOR DEBT

Fitch has maintained SNV's Positive Rating Outlook reflecting its
view that over the near to mid-term, SNV's financial and credit
profile will continue to improve.  Fitch believes that SNV's
improvement in fundamental asset quality performance, a primary
rating driver, will be a long-term process, as existing NPAs are
likely stickier than those that have been worked out of to this
point.  However, to the extent that Fitch observes continued asset
quality improvement that brings asset quality in line with higher
rated peers, additional positive rating action are likely.

Fitch expects SNV's earnings power to be fairly tepid relative to
higher rated peers over the next 18 to 24 months driven by
relatively higher credit costs.  Once Fitch observes earnings
performance consistently in line with those banks in higher rating
categories, Fitch would likely take positive rating action.
Although unexpected, to the extent that earnings remain depressed
and Fitch foresees little uplift over the long term, SNV's Outlook
could be revised to Stable from Positive.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Upon further review of its rating criteria for subordinated and
hybrid securities and not as the result of any type of credit or
financial performance deterioration on the part of SNV, Fitch has
downgraded SNV's noncumulative preferred stock issued in 3Q'13 to
'B-' from 'B' to correct an error by Fitch in the application of
Fitch's criteria when the rating was assigned in 3Q'13.  Fitch
notes this strictly serves to properly align the instrument's
characteristics to the appropriate notching in Fitch's criteria
and is not the result of any type of deterioration in SNV's credit
profile.  As noted above, the Rating Outlook for SNV remains
Positive given Fitch's expectations for continued improvement in
the company's financial condition and performance.

Subordinated debt and other hybrid capital issued by SNV and its
subsidiaries are all notched down from SNV's Viability Rating (VR)
of 'bb' in accordance with Fitch's assessment of each instrument's
respective non-performance and relative Loss Severity risk
profiles, which vary considerably.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

SNV's subordinated debt and other hybrid capital ratings are is
sensitive to changes in SNV's VR.  Rating sensitivities for the VR
are listed above.

SUBSIDIARY AND AFFILIATED COMPANY KEY RATING DRIVERS

Synovus Bank is a wholly owned subsidiary of SNV.  Synovus Bank's
ratings are aligned with SNV reflecting Fitch's view that the bank
subsidiary is core to the franchise.

SUBSIDIARY AND AFFILIATED COMPANY RATING SENSITIVITIES

Synovus Bank's ratings are sensitive to changes to SNV's VR or any
changes to Fitch's view of structural subordination between bank
subsidiary and holding company.  Rating sensitivities for the VR
are listed above.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

SNV's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.

KEY RATING SENSITIVITIES- SUPPORT RATING AND SUPPORT RATING FLOOR

SNV's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption as to capacity to procure extraordinary support
in case of need.

Fitch reviewed SNV's ratings as part of the mid-tier regional bank
review.  The 19 banks in the review include: Associated Banc-Corp
(ASBC), BOK Financial Corp (BOKF), Cathay General Bancorp (CATY),
City National Bancorp (CYN), Cullen/Frost Bankers, Inc (CFR), East
West Bancorp, Inc. (EWBC), First Horizon National Corp (FHN),
First National of Nebraska, Inc. (FNNI), First Niagara Financial
Group, Inc. (FNFG), First Republic Bank (FRC), First Merit (FMER),
Fulton Financial Corp (FULT), Hancock Holding Company (HBHC),
People's United Financial, Inc. (PBCT), Synovus Financial Corp
(SNV), TCF Financial Corp (TCB), UMB Financial Corporation (UMB),
Webster Financial Corp (WBS), Wintrust (WTFC).

Fitch has affirmed the following ratings with a Positive Outlook:

Synovus Financial Corp.

-- Long-term Issuer Default Rating (IDR) at 'BB';
-- Senior unsecured debt at 'BB';
-- Viability at 'bb';
-- Subordinated debt at 'BB-';
-- Short-term IDR at 'B';
-- Support Ratings at '5';
-- Support Rating Floor at 'NF'.

Synovus Bank

-- Long-term IDR at 'BB';
-- Viability at 'bb';
-- Long-term deposits at 'BB+';
-- Short-term IDR at 'B';
-- Support Ratings at '5';
-- Support Rating Floor at 'NF'.

Fitch has downgraded the following rating to correct an error by
Fitch in the application of Fitch's criteria when the rating was
assigned in 3Q'13:

Synovus Financial Corp.

-- Preferred Stock to 'B-' from 'B'.


TFC FINANCIAL: Fitch Affirms 'B' Preferred Stock Rating
-------------------------------------------------------
Fitch Ratings has affirmed TCF Financial Corporation's (TCB)
ratings at 'BBB-'/'F3'.  The Rating Outlook remains Negative.

KEY RATING DRIVERS - IDRS, VRs, AND SENIOR DEBT

TCB's ratings remain toward the bottom of the peer group,
reflecting its relatively higher risk profile across many
financial metrics as well as a larger risk appetite relative to
the peer group.  The Negative Outlook reflects Fitch's continued
concerns relating to the company's level of loan growth in its
national auto lending portfolio that has yet to fully season and
as well as continued double-digit growth in inventory finance.

TCB's weak asset quality continues to be a primary ratings driver.
Even with NPA levels dropping 11% year-over-year, the bank's ratio
of NPAs to total loans (inclusive to accruing TDRs) remains an
outlier in the mid-tier regional peer group at 6.18% as of 4Q13
(down from 7.14% a year prior).  NPA reduction over the last year
has been aided through various workout strategies such as a bulk
asset sale in 1Q13 in which the company sold multiple pieces of
OREO as well as 2nd lien TDRs that were adversely impacted by
regulatory guidance in 3Q12.  Fitch notes that year-over-year
asset quality improvement is in line with TCB's peer group.

Fitch expects NPAs to remain elevated in both absolute and
relative terms given TCB's high level of consumer-related accruing
TDRs.  At 4Q13, consumer-related accruing TDRs, which tend to be
much stickier than commercial-related TDRs, made up over 52% of
total Fitch-calculated NPAs. This expectation is incorporated in
the current rating and the affirmation.  Fitch notes that TCB has
20% of reserves against consumer real estate-related TDRs, a level
Fitch current believes is reasonable when considering marks taken
on recent TDR bulk loan sales in the industry.

TCB continues to put focus on growth in its national lending loan
portfolio.  Auto loans on balance sheet have grown to $1.2bn from
$553 million a year ago.  Average balances of inventory finance
are up 10% year-over-year.  The company's national lending
portfolio now makes up around 40% of its overall portfolio.  While
losses relating to auto and inventory finance have been in line
with industry standards over recent periods, these portfolios have
yet to fully season or go through a full credit cycle.  Looking
ahead, Fitch will seek evidence that risk management systems and
controls have grown commensurately with the overall portfolio.

Fitch has highlighted home equity reset risk as an emerging risk
for the industry as many home equity lines of credit will reset to
fully amortizing loans over the next several years.  Although TCB
has the highest percentage of HELOCs to capital, near-term payment
shock concerns are mitigated for TCB given the nature of its HELOC
portfolio.  Fitch notes that 90% of these lines do not mature
or begin amortization until 2021, affording TCB ample time to
modify these loans or take various measures to help borrowers at
maturity or conversion.

Given TCB's balance sheet structure (loan-to-deposit ratio of
110%) and overall business strategy of lending in higher-yielding
asset classes, Fitch expects the company to generate a relatively
higher level of PPNR and ROA compared to peers.  While TCB's
earnings remain in-line with peer averages, risk-adjusted
earnings, measured by net income to risk-weighted assets (RWA) are
in the bottom quartile of the peer group, thus constraining the
bank's rating at its current level.

Earnings have historically been supported by a low-cost deposit
base which generated a relatively higher level of noninterest
income than peers.  While deposit pricing through the industry has
converged to historic lows bringing TCB's cost of deposits in-line
with peer averages, Fitch would expect the company's earnings to
benefit relatively more in a rising rate scenario given the likely
sticky nature of its low-balance, high volume deposit base.  This
expectation is reflected in the rating affirmation.
Similar to earnings, Fitch believes that TCB's current business
strategy requires higher-than average capital levels.  The company
has not increased its dividend nor has it done share buy backs
similar to most in the mid-tier regional peer group.  Therefore,
even with year-over-year net loan growth of 3%, the company's
Total tier 1 Risk Based capital ratio has increased 32 bps to
11.4%.  Fitch's expectation that the company will continue to
retain capital to keep pace with loan growth is incorporated into
the rating actions.

RATING SENSITIVITIES - IDRS, VRs, AND SENIOR DEBT

Fitch will continue to monitor credit risk in TCB's growing
national lending platform in relation to those that contend in
similar lending spaces. If Fitch observes a relative divergence of
credit costs in these portfolios that point toward lax
underwriting or monitoring, negative rating action is possible.
Further, if current trends of asset quality within TCB's legacy
book reverse, negative pressure could be placed on the bank's
ratings.

Should operating results fall behind peer averages consistently on
a risk-adjusted and non-risk-adjusted basis without a material
shift in strategy or due to elevated credit costs, ratings could
be pressured over the long term.

Fitch believes TCB's ratings are constrained from upward movement
in the near term given growth strategies and relative asset
quality.  Over the long term, if asset quality metrics in the
legacy book come more in line with higher rated peers and credit
quality in the national lending portfolio remains in line with
industry averages, leading to positive operating results, TCB's
ratings or Outlook could be positively impacted.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
Subordinated debt and other hybrid capital issued by TCB and its
subsidiaries are all notched down from TCB's VR of 'bbb-' in
accordance with Fitch's assessment of each instrument's respective
non-performance and relative Loss Severity risk profiles, which
vary considerably.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

TCB's subordinated debt and other hybrid capital ratings are is
sensitive to changes in TCB's VR. Rating sensitivities for the VR
are listed above.

SUBSIDIARY AND AFFILIATED COMPANY KEY RATING DRIVERS

TCF National Bank, NA is a wholly owned subsidiary of TCB. TCF
National Bank's ratings are aligned with TCB reflecting Fitch's
view that the bank subsidiary is core to the franchise.

SUBSIDIARY AND AFFILIATED COMPANY RATING SENSITIVITIES

TCF National Bank's ratings are sensitive to changes to TCB's VR
or any changes to Fitch's view of structural subordination between
bank subsidiary and holding company.  Rating sensitivities for the
VR are listed above.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

TCF's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.

KEY RATING SENSITIVITIES- SUPPORT RATING AND SUPPORT RATING FLOOR

TCB's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary
support in case of need.

Fitch reviewed TCB's ratings as part of the mid-tier regional bank
review.  The 19 banks in the review include: Associated Banc-Corp
(ASBC), BOK Financial Corp (BOKF), Cathay General Bancorp (CATY),
City National Bancorp (CYN),Cullen/Frost Bankers, Inc (CFR), East
West Bancorp, Inc. (EWBC), First Horizon National Corp (FHN),
First National of Nebraska, Inc. (FNNI), First Niagara Financial
Group, Inc. (FNFG), First Republic Bank (FRC), First Merit (FMER),
Fulton Financial Corp (FULT), Hancock Holding Company (HBHC),
People's United Financial, Inc. (PBCT), Synovus Financial Corp
(SNV), TCF Financial Corp (TCB), UMB Financial Corporation (UMB),
Webster Financial Corp (WBS), Wintrust (WTFC).

Fitch has affirmed the following ratings with a Negative Outlook:

TCF Financial Corp.

-- Long-term IDR at 'BBB-';
-- Viability at 'bbb-'.
-- Preferred stock at 'B';
-- Short-term IDR at 'F3';
-- Support Ratings at '5';
-- Support Rating Floor at 'NF'.

TCF National Bank

-- Long-term IDR at 'BBB-';
-- Viability at 'bbb-';
-- Long-term deposits at 'BBB';
-- Subordinated Debt at 'BB+';
-- Short-term IDR at 'F3';
-- Short-term Deposits at 'F3';
-- Support Ratings at '5';
-- Support Rating Floor at 'NF'.


TLC HEALTH: Ombudsman Hires Gleichenhaus Marchese as Counsel
------------------------------------------------------------
Linda Scharf, the Patient Care Ombudsman ("PCO") of TLC Health
Network, asks for authorization from the Hon. Carl L. Bucki of the
U.S. Bankruptcy court for the Western District of New York to
employ Gleichenhaus, Marchese & Weishaar, PC as general counsel
for the Ombudsman, effective Jan. 15, 2014.

Gleichenhaus Marchese will provide legal services as needed
throughout the tenure of Ms. Scharf's Ombudsman appointment and
representing and assisting the PCO in carrying out her duty as a
patient care ombudsman.

Gleichenhaus Marchese will be paid at these hourly rates:

       Robert B. Gleichenhaus                 $200
       Michael A. Weishaar                    $200
       Paralegals and legal secretaries       $80

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

Michael A. Weishaar, partner of Gleichenhaus Marchese, 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.

Gleichenhaus Marchese can be reached at:

       Michael A. Weishaar, Esq.
       GLEICHENHAUS, MARCHESE & WEISHAAR, PC
       930 Convention Tower, 43 Court Street
       Buffalo, NY 14202
       Tel: (716) 845-6446
       Fax: (716) 845-6475
       E-mail: weishaaresq@gmail.com

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  The case is assigned to the Hon.
Carl L. Bucki.


TRILITO INC: Asks Court to Dismiss Chapter 11 Case
--------------------------------------------------
Trilito Inc. asks the U.S. Bankruptcy Court for the District of
Puerto Rico to dismiss its Chapter 11 Bankruptcy Case.

The Debtor tells the Court that it had tried to negotiate with the
holder of an embargo a settlement with no results.  To avoid an
auction by the junior judgment lienholder the voluntary petition
was filed.  After filing, the Debtor tried to negotiate with the
creditor, hoping it would realize that being in a junior rank, the
completion of the foreclosure would not result in collection on
its debt, again with negative results, the Debtor notes.

According to the Debtor, as the matter relates to the settlement
of this debt, it will be best handled outside the Chapter 11
proceeding, directly with the creditor for which there is no need
to continue the proceedings.

The Debtor adds it considers Chapter 7 liquidation impracticable,
as there are no unencumbered assets, thus liquidation through
Chapter 7 would not yield dividends to unsecured creditors.

                           About Trilito

San Juan, Puerto Rico-based Trilito, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), estimated $10 million to $50
million in total assets and liabilities.  ScotiaBank has a $25.9
million claim, of which $25.6 million is secured by a first
mortgage on the Debtor's property.

The case is assigned to U.S. Bankruptcy Judge Mildred Caban
Flores.

Carlos Rodriguez Quesada, Esq., in San Juan, Puerto Rico,
represents the Debtor.  The Debtor has proposed to pay counsel
$250 per hour for the engagement.


TRILITO INC: Section 341(a) Meeting Slated for Feb. 14
------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
of Trilito Inc. on Feb. 14, 2014, at 10:00 a.m., at 341 meeting
room, Ochoa Building, 500 Tanca Street, First Floor in San Juan,
Puerto Rico.

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.

All proofs of claim must be filed by Feb. 15, 2014, and
governmental proof of claim is due July 15, 2014.

                           About Trilito

San Juan, Puerto Rico-based Trilito, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), estimated $10 million to $50
million in total assets and liabilities.  ScotiaBank has a $25.9
million claim, of which $25.6 million is secured by a first
mortgage on the Debtor's property.

The case is assigned to U.S. Bankruptcy Judge Mildred Caban
Flores.

Carlos Rodriguez Quesada, Esq., in San Juan, Puerto Rico,
represents the Debtor.  The Debtor has proposed to pay counsel
$250 per hour for the engagement.


TUOMEY HEALTHCARE: S&P Revises Outlook on 'CCC' Rating to Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on its
'CCC' rating on South Carolina Jobs Economic Development
Authority's series 2006 revenue bonds, issued for Tuomey
Healthcare System, to negative from developing.

The negative outlook reflects Standard & Poor's view of Tuomey's
legal risk tied to a lawsuit with the federal government and
decreasing financial profile.

At the same time, Standard & Poor's affirmed its 'CCC' rating on
the authority's debt, issued for the system.

"We believe reserves could decrease further, leaving the health
system with very limited financial flexibility.  We also recognize
that operating performance is very weak and that there is a
possibility Tuomey could file bankruptcy should it deplete cash
reserves," said Standard & Poor's credit analyst Margaret
McNamara.  "We could lower the rating if Tuomey were to file for
bankruptcy or if it were to default on principal and interest
payments.  Although not expected over the next year, we could
raise the rating over a longer period if Tuomey's lawsuit were to
shift in its favor and if financial performance were to begin to
show a positive trend."

On Oct. 2, 2013, Standard & Poor's lowered the rating on Tuomey's
debt to 'CCC' and assigned a developing outlook after the courts
denied Tuomey's request for an appeal and granted the federal
government's request to impose up to $277 million of damages.
Since then, the courts have required Tuomey to set aside
$50 million in escrow during the appeals process.  The government
is now asking Tuomey to set aside an additional $20 million, a
request Tuomey has appealed.

Standard & Poor's understands Tuomey would be at risk of violating
several bond covenants if the courts grant the government's
request.  While the rating service understands Tuomey is
continuing to work toward a settlement, significant uncertainty
remains as to whether the parties will reach an agreement that
Tuomey finds acceptable.


VARITALK INC: Appeals Court Directs Trial in Malpractice Suit
-------------------------------------------------------------
The Court of Appeals of California, Second District, Division
Four, reversed a lower court ruling that granted summary judgment
in favor of Marc E. Hankin and Hankin Patent Law, APC, in a legal
malpractice lawsuit filed against them by Steven Drimmer.  The
Appeals Court said Hankin failed to show that there is no triable
issue as to any material fact and that he is entitled to judgment
as a matter of law.  As a result, the trial court erred in
granting summary judgment.

Hankin represented Drimmer, Fred Lowe, Derek Goldberg, and
Varitalk, Inc. in a patent infringement filed in September 2007 by
Mark Baker and others.  On May 4, 2009, the day before the
infringement action was set for trial, Varitalk filed for Chapter
11 bankruptcy protection, temporarily staying the infringement
action.  The bankruptcy court granted relief from the stay to
allow the infringement action to proceed on October 5, 2009.

On Nov. 6, 2009, Hankin filed a motion to withdraw as counsel of
record.  In his declaration, Hankin said a conflict of interest
had arisen among his clients, and that he had filed a claim
against Varitalk for unpaid legal fees.  Thus, Hankin said he
could no longer represent Varitalk or any of the individual
defendants.

Drimmer did not oppose the motion to withdraw. On December 4,
2009, the trial court granted Hankin's motion and ordered that
Hankin was "permitted to withdraw as Counsel of Record on behalf
of each of the Individual Defendants."

Drimmer sued for legal malpractice and breach of fiduciary duty
against Hankin and others on Dec. 3, 2010. The operative second
amended complaint, filed September 28, 2011, alleged that Hankin
failed to exercise reasonable care by "[failing to disclose that]
their simultaneous representation of [Drimmer], on the one hand,
and Varitalk, Lowe and Goldberg, on the other, constituted a
conflict of interest since each of the parties represented by them
had different and conflicting objectives, rights and liabilities,"
"failing to adequately defend and represent [Drimmer] in the
Varitalk Action," "failing to pursue [Drimmer's] claims against
prior patent counsel," "failing to advise [Drimmer] that rejection
of reasonable settlement demands made to the Varitalk Parties in
the Varitalk Action could expose [Drimmer] to substantial
liability," "failing to advise [Drimmer] that such settlement
would have resolved the claims against [Drimmer] at no expense to
him," and "placing the interests of Varitalk and the other
represented parties ahead of [Drimmer]."  As a result of Hankin's
actions, Drimmer "was forced to retain independent counsel, at his
own expense, to litigate and settle the claims against him in the
Varitalk Action."

Hankin moved for summary judgment, claiming Drimmer's malpractice
action was time-barred. Hankin conceded that the one-year statute
of limitations applicable to attorney malpractice actions was
tolled while he represented Drimmer, but urged that he ceased
representing Drimmer at least a month before the district court
granted his motion to withdraw on Dec. 4, 2009.

Drimmer opposed the summary judgment motion, claiming the one-year
limitations period was tolled until the court granted Hankin's
motion to withdraw as trial counsel on Dec. 4, 2009. He contended
that although he hired George Belfield, Esq., in November 2009 to
evaluate the infringement action, he did not retain Belfield to
represent him in that action until Jan. 11, 2010.

The trial court granted Hankin's motion for summary judgment on
Dec. 7, 2012, concluding that Drimmer's causes of action for legal
malpractice and breach of fiduciary duty were barred by the one-
year statute of limitations.  The trial court found that Hankin's
representation of Drimmer ended as a matter of law when Drimmer
retained Belfield in November 2009.

A copy of the Appeals Court's Feb. 4 decision is available at
http://is.gd/r3l2dFfrom Leagle.com.


WEBALO INC: Mobile-Phone App Developer Files in Los Angeles
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Webalo Inc., a developer of technology to make data
and enterprise applications compatible with mobile devices, filed
a petition for Chapter 11 protection (Bankr. C.D. Cal. Case No.
14-bk-11467) on Jan. 27 in Los Angeles, where it is based.

According to the report, the company was first financed with $18.6
million in equity and then with $9 million in debt.

Webalo said it's "just entering the revenue generation stage,"
having produced $150,000 in sales during 2013, resulting in a $4.7
million operating loss, the report related.

The company said it intends to draw new funds from existing
investors to finance the bankruptcy and emerge from Chapter 11,
the report further related.


WEBSTER FINANCIAL: Fitch Affirms 'B+' Preferred Stock Rating
------------------------------------------------------------
Fitch Ratings has affirmed Webster Financial Corp's (WBS) ratings
at 'BBB'/'F2'.  The Rating Outlook remains Stable.  WBS' ratings
reflect its operating performance, franchise strength and
liquidity profile in line with its rating category.  However,
capital levels remain in the bottom quartile relative to the peer
group.  The Stable Outlook reflects Fitch's view that WBS' risk
profile will remain relatively unchanged in the near term

KEY RATING DRIVERS - IDRS, VRs, AND SENIOR DEBT

WBS' NPAs rank in the top quartile of the mid-tier group at over
3.5% but are largely driven by Webster's conservative approach to
trouble debt restructure (TDR) identification. Over 50% of the
bank's nonperforming assets are TDRs.  As a result, Fitch expects
WBS' NPA levels to continue to rank in the top quartile of the
mid-tier bank group since TDRs retain their classification for the
life of the loan.

WBS' earnings are solid and finished 2013 above the mid-tier
median level.  Solid earnings are driven by relatively stronger
operating leverage than its peers. In addition, WBS's earnings
profile is also aided by a relatively higher yielding securities
portfolio.  The portfolio yield is over 80bps higher than the
midtier group median. Over 25% of WBS' securities portfolio is
invested in higher yielding, non-government guaranteed securities.
Fitch expects WBS's earnings to remain above the peer median as it
net interest margin has been relatively more stable than its
peers.

RATING SENSITIVITIES - IDRS, VRs, AND SENIOR DEBT

While Fitch views WBS' capital levels as adequate, continued
reductions to capital could result in negative ratings pressure.
Conversely, if WBS managed its capital levels at higher levels,
positive ratings moment could build.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

WBS' preferred stock is rated five notches below its VR to reflect
loss severity and an assessment of increment non-performance risk.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

WBS' preferred stock rating is sensitive to changes in WBS' VR.
Rating sensitivities for the VR are listed above.

SUBSIDIARY AND AFFILIATED COMPANY KEY RATING DRIVERS

Webster Bank, NA is a wholly owned subsidiary of WBS. Webster
Bank, NA's ratings are aligned with WBS, reflecting Fitch's view
that the bank subsidiary is core to the franchise.

SUBSIDIARY AND AFFILIATED COMPANY RATING SENSITIVITIES

Webster Bank, NA ratings are sensitive to changes to WBS' VR or
any changes to Fitch's view of structural subordination between
bank subsidiary and holding company. Rating sensitivities for the
VR are listed above.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

WBS' Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.

KEY RATING SENSITIVITIES- SUPPORT RATING AND SUPPORT RATING FLOOR

WBS' Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary
support in case of need.

Fitch reviewed WBS' ratings as part of the mid-tier regional bank
review.  The 19 banks in the review include: Associated Banc-Corp
(ASBC), BOK Financial Corp (BOKF), Cathay General Bancorp (CATY),
City National Bancorp (CYN),Cullen/Frost Bankers, Inc (CFR), East
West Bancorp, Inc. (EWBC), First Horizon National Corp (FHN),
First National of Nebraska, Inc. (FNNI), First Niagara Financial
Group, Inc. (FNFG), First Republic Bank (FRC), First Merit (FMER),
Fulton Financial Corp (FULT), Hancock Holding Company (HBHC),
People's United Financial, Inc. (PBCT), Synovus Financial Corp
(SNV), TCF Financial Corp (TCB), UMB Financial Corporation (UMB),
Webster Financial Corp (WBS), Wintrust (WTFC).

Fitch has affirmed the following ratings with a Stable Outlook:

Webster Financial Corporation
-- Long-term IDR at 'BBB'; Outlook Stable;
-- Senior unsecured at 'BBB';
-- Viability Rating at 'bbb';
-- Preferred Stock at 'B+';
-- Short-term IDR at 'F2';
-- Support at '5';
-- Support Floor at 'NF'.

Webster Bank, NA
-- Long-term IDR at 'BBB'; Outlook Stable;
-- Long-term deposits at 'BBB+';
-- Viability Rating at 'bbb';
-- Short-term IDR at 'F2';
-- Short-term Deposits at 'F2';
--Support at '5';
-- Support Floor at 'NF'.


WEST CORP: Posts $50.3 Million Net Income in Fourth Quarter
-----------------------------------------------------------
West Corporation reported net income of $50.33 million on $687.57
million of revenue for the three months ended Dec. 31, 2013, as
compared with net income of $32.70 million on $680.17 million of
revenue for the same period a year ago.

For the 12 months ended Dec. 31, 2013, the Company reported net
income of $143.20 million on $2.68 billion of revenue as compared
with net income of $125.54 million on $2.63 billion of revenue
during the prior year.

As of Dec. 31, 2013, the Company had $3.48 billion in total
assets, $4.22 billion in total liabilities and a $740.17 million
stockholders' deficit.

"West Corporation finished 2013 with its 27th consecutive year of
revenue growth, record adjusted EBITDA and record cash flows from
operations," said Tom Barker, CEO.  "The strong profitability and
cash flow generation of the Company reinforces the strength of our
business model and provides us with the flexibility to return
capital to our shareholders and fund our growth initiatives."

At December 31, 2013, West Corporation had cash and cash
equivalents totaling $230 million and working capital of $363.9
million.

"West Corporation finished the year with a stronger balance sheet
and improved profitability.  During 2013, we reduced our interest
expense by $36 million and improved our leverage from 5.34x to
4.62x," said Paul Mendlik, CFO.  "In January 2014, we completed a
repricing amendment to our senior secured credit agreement which
will decrease our annual cash interest expense by approximately
$12 million.  We will continue to evaluate opportunities to
further reduce our debt and interest expense during 2014."

A copy of the press release is available for free at:

                        http://is.gd/p78eDE

                        Board Member Elected

The Board of Directors of the Company elected Michael A. Huber as
a member of the Board.  Mr. Huber replaces Steven G. Felsher who
resigned effective Jan. 29, 2014.  Mr. Felsher's decision to
resign did not involve any disagreement with the Company, the
Company's management or the Board.  Mr. Huber is president and a
managing principal of Quadrangle Group LLC and was designated to
serve as a director by funds affiliated with Quadrangle in
accordance with the terms of the Company's Stockholder Agreement.
On Jan. 29, 2014, the Board appointed Mr. Huber to serve as a
member of the Audit Committee of the Board. Mr. Huber replaces Mr.
Felsher on the Audit Committee.

Prior to the completion of the Company's initial public offering,
affiliates of Thomas H. Lee Partners, L.P. and Quadrangle provided
management and advisory services pursuant to a management
agreement dated Oct. 24, 2006, executed by the Company in
connection with its 2006 recapitalization.  Upon completion of the
IPO, the Management Agreement was terminated in accordance with
its terms.  Pursuant to the terms of the Management Agreement and
a management letter agreement the Company entered into with
affiliates of the Former Sponsors, dated March 8, 2013, the total
fees for services and expenses in the year ended Dec. 31, 2013,
paid to Quadrangle thereunder aggregated approximately $4.3
million.

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

                        Bankruptcy Warning

"If we cannot make scheduled payments on our debt, we will be in
default, and as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our Senior Secured Credit Facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its quarterly report for the period ended
     Sept. 30, 2013.


WESTMORELAND COAL: Exec. Chairman Has Base Salary of $750,000
-------------------------------------------------------------
The Compensation and Benefits Committee recommended to the Board a
compensation package for Mr. Keith Alessi as executive chairman,
which the Board approved.  The compensation package for Mr. Alessi
will be $750,000 base salary, 100 percent of base salary for AIP
target, and 150 percent of base salary for LTIP target.

The Board of Westmoreland Coal Company appointed Mr. Alessi an
officer of the Company with the title of executive chairman on
Jan. 17, 2014.  Mr. Alessi, age 59, has held several different
positions with Westmoreland since 2007, including president, chief
executive officer and other various interim roles.  Beginning in
April 2013, Mr. Alessi assumed the executive chairman position on
the Board concentrating on strategic issues, acquisitions and
capital opportunities.  In order to take full advantage of Mr.
Alessi's depth of experience, he has shifted to an employee role
in Edmonton, Alberta, to facilitate an efficient transition of the
Sherritt business into Westmoreland.

For the bulk of the past seven years, Mr. Alessi has led the
Company as its president and CEO, including guiding the Company's
acquisition of the Kemmerer Mine from Chevron in 2012.  Prior to
joining the Company, Mr. Alessi had served as a senior executive
officer for over 30 years at a number of public companies.  Mr.
Alessi currently serves as a member of the board of directors of
MWI Veterinary Supply, Inc., and has served as a director on
numerous public company boards over the past 30 years.  Mr. Alessi
has a MBA from the University of Michigan and a BS from Wayne
State University.  He is also a Certified Public Accountant.

There are no arrangements or understandings between Mr. Alessi and
any other persons pursuant to which he was selected as Executive
Chairman.

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss of $13.66 million in 2012, a
net loss of $36.87 million in 2011, and a net loss of $3.17
million in 2010.  The Company's balance sheet at Sept. 30, 2013,
showed $939.83 million in total assets, $1.22 billion in total
liabilities and a $280.31 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WINTRUST FINANCIAL: Fitch Affirms 'B+' Preferred Stock Rating
-------------------------------------------------------------
Fitch Ratings affirms Wintrust Financial Corp.'s (WTFC) ratings at
'BBB'/'F2'.  The Rating Outlook remains Stable.

KEY RATING DRIVERS - IDRS, VRs, AND SENIOR DEBT

WTFC's ratings were affirmed at 'BBB' reflecting its consistent
and conservative management through the credit cycle leading to
superior asset quality performance relative to similarly rated and
similarly sized institutions.  Further, Fitch believes WTFC's loan
portfolio structure provides the company unique credit
diversification relative to peers, especially when considering the
loss history of its premium finance loan portfolio.

Fitch recognizes WTFC's relatively strong asset quality compared
to similarly rated peers and believes it is a reflection of
management's credit risk management philosophy.  Nonperforming
assets (NPAs) have remained somewhat elevated relative to
historical norms at 1.72% as of the fourth quarter of 2013 (4Q'13)
but have dropped 61 basis points (bps) year-over-year and compare
favourably to similarly rated peers.  Fitch also views the
company's premium finance loan book as generally positive given
its relative size to the overall loan portfolio and the low credit
losses generated out of it.

Fitch believes that WTFC is constrained at its current rating
given the company's fairly tepid earnings performance relative to
higher rated peers.  The company's year-to-date (YTD) 2013 return
on assets (ROA) of 79 bps is lower than similarly rated
institutions but is also taken in the context of WTFC's overall
risk profile.  Fitch believes that going forward earnings will
continue to be challenged by the expected prolonged period of low
interest rates coupled with the company's short-term balance
sheet.  At year-end 2012, 70% of WTFC's loans were either variable
or repriced within 12 months. However, Fitch expects this to be
advantageous when interest rates do begin to rise.

RATING SENSITIVITIES - IDRS, VRs, AND SENIOR DEBT

Negative trends in earnings or a reversal in current AQ trends
leading to earnings and capital deterioration could lead to
negative rating action.  Further, if the company growth (either
through acquisition or organic) were to exceed Fitch's comfort
level and capital levels fell materially below their current
levels, ratings could be adversely impacted.  While Fitch sees
little upside to the company's rating in the near term, if
earnings performance improves and comes in line with higher rated
peers while AQ trends maintain their positive course and risk
management practices remain conservative, Fitch could take
positive rating action.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by WTFC, and its
subsidiaries are all notched down from WTFC's Viability Rating
(VR) of 'bbb' in accordance with Fitch's assessment of each
instrument's respective non-performance and relative Loss Severity
risk profiles, which vary considerably.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID
SECURITIES

WTFC's subordinated debt and other hybrid capital ratings are
sensitive to changes in WTFC's VR. Rating sensitivities for the VR
are listed above.

SUBSIDIARY AND AFFILIATED COMPANY KEY RATING DRIVERS

The below ratings factor in a high probability of support from the
parent to its subsidiary.  This reflects the fact that performing
parent banks have very rarely allowed subsidiaries to default.  It
also considers the high level of integration, brand, management,
financial and reputational incentives to avoid subsidiary
defaults.

SUBSIDIARY AND AFFILIATED COMPANY RATING SENSITIVITIES

All 15 subsidiary banks' ratings are linked together and equalized
due to cross-collateralization conditions found in Financial
Institutions Reform, Recovery, and Enforcement Act of 1989
(FIRREA).  Consequently, any movement in the parent's VR would
equally impact all related subsidiary banks. Rating sensitivities
for the VR are listed above.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

WTFC's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.

KEY RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR

WTFC's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary
support in case of need.

Fitch Ratings reviewed WTFC's ratings as part of the mid-tier
regional bank review.  The 19 banks in the review include:
Associated Banc-Corp (ASBC), BOK Financial Corp (BOKF), Cathay
General Bancorp (CATY), City National Bancorp (CYN), Cullen/Frost
Bankers, Inc. (CFR), East West Bancorp, Inc. (EWBC), First Horizon
National Corp. (FHN), First National of Nebraska, Inc. (FNNI),
First Niagara Financial Group, Inc. (FNFG), First Republic Bank
(FRC), First Merit (FMER), Fulton Financial Corp. (FULT), Hancock
Holding Company (HBHC), People's United Financial, Inc. (PBCT),
Synovus Financial Corp. (SNV), TCF Financial Corp (TCB), UMB
Financial Corporation (UMB), Webster Financial Corp. (WBS),
Wintrust (WTFC).

Fitch has affirmed the following ratings with a Stable Outlook:

Wintrust Financial Corporation

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Subordinated Debt at 'BBB-';
-- Preferred Stock at 'B+';
-- Support at '5';
-- Support Rating Floor at 'NF'.

Lake Forest Bank and Trust Company

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Long-Term Deposits at 'BBB+';
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Rating at 'NF'.

Hinsdale Bank and Trust Company

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Long-Term Deposits at 'BBB+';
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Rating Floor at 'NF'.

North Shore Community Bank and Trust Company

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Long-Term Deposits at 'BBB+';
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Rating Floor at 'NF'.

Libertyville Bank and Trust Company

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Long-Term Deposits at 'BBB+';
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Rating Floor at 'NF'.

Barrington Bank and Trust Company, NA

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Long-Term Deposits at 'BBB+';
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Rating Floor at 'NF'.

Crystal Lake Bank and Trust Company, NA

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Long-Term Deposits at 'BBB+';
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Rating Floor at 'NF'.

Northbrook Bank and Trust Company

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Long-Term Deposits at 'BBB+';
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Rating Floor at 'NF'.

Schaumburg Bank and Trust Company, NA

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Long-Term Deposits at 'BBB+';
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Rating Floor at 'NF'.

Village Bank and Trust

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Long-Term Deposits at 'BBB+';
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Rating Floor at 'NF'.

Beverly Bank and Trust Company, NA

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Long-Term Deposits at 'BBB+';
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Rating Floor at 'NF'.

Town Bank

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Long-Term Deposits at 'BBB+';
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Rating Floor at 'NF'.

Wheaton Bank and Trust

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Long-Term Deposits at 'BBB+';
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Rating Floor at 'NF'.

State Bank of the Lakes

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Long-Term Deposits at 'BBB+';
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Rating Floor at 'NF'.

Old Plank Trail Community Bank, NA

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Long-Term Deposits at 'BBB+';
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Rating Floor at 'NF'.

St. Charles Bank and Trust Company

-- Long-Term IDR at 'BBB';
-- Short-Term IDR at 'F2';
-- Viability Rating at 'bbb';
-- Long-Term Deposits at 'BBB+';
-- Short-Term Deposits at 'F2';
-- Support at '5';
-- Support Rating Floor at 'NF'.


WJO INC: Chapter 11 Trustee Hires Sklar Law as Special Counsel
--------------------------------------------------------------
Alfred T. Giuliano, the Chapter 11 Trustee of WJO, Inc., sought
and obtained permission from the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to employ Sklar Law, LLC as
special counsel to collect unpaid obligations.  The Debtor's
estate is owed monies on account of medical treatments that the
Debtor provided to certain patients.

The Trustee proposes to pay Sklar Law on a contingency fee basis
of 25% of any recovery plus costs:

   (a) upon receipt of each recovery, Sklar Law shall immediately
       forward the monies to the Trustee;

   (b) if Bankruptcy Court approval of the recovery/settlement is
       not required, the Trustee may pay Sklar Law the Contingency
       Fee upon clearance of the funds; and

   (c) if Bankruptcy Court approval of the recovery/settlement is
       required, the Trustee may pay Sklar Law the Contingency Fee
       only after a final Bankruptcy Court Order approving said
       recovery/settlement.

Mr. Giuliano 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.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, filed -- then
withdrew -- an objection stating that Sklar Law should not be
retained as Sec. 327(e) counsel but must qualify under Sec.
327(a).

Sklar Law can be reached at:

       SKLAR LAW, LLC
       1200 Laurel Oak Road - Suite 102
       Voorhees, NJ  08043
       Tel: (856) 258-4050
       Fax: (856) 258-6941

                       About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.

On July 3, 2012, Roberta A. DeAngelis, U.S. Trustee for Region 3,
obtained permission from the Hon. Jean K. Fitzsimon of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
appoint Alfred T. Giuliano as Chapter 11 trustee of the bankruptcy
estate of WJO, Inc.  Maschmeyer Karalis P.C. serves as the Chapter
11 Trustee's general bankruptcy counsel.


WORLD IMPORTS: Claim Bar Date Set for March 3
---------------------------------------------
Deadline to file proofs of claim in the bankruptcy case of World
Imports, Ltd. is set for March 3, 2014.  Government Proof of Claim
due by Feb. 28, 2014.

World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 13-15929) on July 3, 2013, in Philadelphia.  Debtor-
affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No.
13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World
Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed
separate petitions for Chapter 11 relief.  The cases are jointly
administered under Case No. 13-15929.  John E. Kaskey, Esq., at
Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the
Debtors.  World Imports, Ltd., estimated assets and debts of
$10 million to $50 million.  World Imports South, LLC, estimated
assets of $1 million to $10 million.


WPCS INTERNATIONAL: Appoints Marcum LLP as New Accountants
----------------------------------------------------------
WPCS International Incorporated has appointed Marcum LLP as its
new independent registered public accounting firm.  The decision
to engage Marcum was made by the Company's Audit Committee, acting
on behalf of the Company's Board of Directors.

According to Audit Committee Chairman Kevin Coyle, "While the
Company's former auditors, CohnReznick LLP resigned on December
20, 2013, the Company had no unresolved disagreements with them
during the two most recent fiscal years or through the date of
their resignation, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure.  Upon being notified of their decision, we immediately
commenced the process to identify and interview prospective,
highly qualified firms and, as a result, we have determined that
Marcum would be best suited for WPCS."

The Company also pointed, in large part, to Marcum's experience
and reputation given:

   * More than 60 years of experience serving middle market
     companies;

   * More than 1,200 professionals, ranking the firm among the top
     20 nationwide;

   * Ninth (9th) largest SEC auditing practice in the nation, with
     over 100 publicly-traded clients, including those that trade
     on the NYSE, AMEX and NASDAQ;

   * Twenty (20) offices with a broad scope of national and
     international resources;

   * Four (4) offices in China, with over 75 U.S. trained CPAs;
     and

   * Significant experience with both construction and technology
     organizations.

Sebastian Giordano, Interim CEO, added that, "Given the Company's
evolving business needs, especially with our recent bitcoin-
related acquisition, we are very pleased to engage Marcum as our
new independent auditors."

                     About WPCS International

WPCS -- http://www.wpcs.com-- is a design-build engineering
company that focuses on the implementation requirements of
communications infrastructure.  The company provides its
engineering capabilities including wireless communications,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2013.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.  The Company's
balance sheet at Oct. 31, 2013, showed $18.41 million in total
assets, $13.87 million in total liabilities, and $4.54 million in
total equity.


WPCS INTERNATIONAL: Hudson Bay Stake at 9.9% as of Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Hudson Bay Capital Management, L.P., and
Sander Gerber disclosed that as of Dec. 31, 2013, they
beneficially owned 426,290 shares of common stock of WPCS
International Incorporated representing 9.99 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/yuyx4i

                     About WPCS International

WPCS -- http://www.wpcs.com-- is a design-build engineering
company that focuses on the implementation requirements of
communications infrastructure.  The company provides its
engineering capabilities including wireless communications,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2013.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.  The Company's
balance sheet at Oct. 31, 2013, showed $18.41 million in total
assets, $13.87 million in total liabilities, and $4.54 million in
total equity.


* Supreme Court Turns Away Bankruptcy-Equity Case
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Mayer Brown LLP, the Chicago-based law firm, won't be
making law before the U.S. Supreme Court about the equity powers
of bankruptcy courts.

According to the report, the firm was handed a victory by the U.S.
Court of Appeals in Chicago, which upheld the dismissal of a
lawsuit based on a theory known as judicial estoppel, which bars
taking inconsistent positions in court. The main creditor in the
bankruptcy sought an appeal in the Supreme Court, which denied the
request.

The Chicago court said that judicial estoppel is "more flexible"
than equitable principles known as claim or issue preclusion and
is designed for the "preservation of the judicial process," the
report related.

The Mayer Brown case in the Supreme Court is Spehar Capital LLC v.
Mayer Brown Rowe & Maw LLP, 13-619, U.S. Supreme Court
(Washington).

The appeal in Chicago is Grochocinski v. Mayer Brown Rowe & Maw
LLP, 10-2057, U.S. Court of Appeals for the Seventh Circuit
(Chicago). The district court case is Grochocinski v. Mayer Brown
Rowe & Maw LLP, 06-5486, U.S. District Court, Northern District
Illinois (Chicago).


* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525
------------------------------------------------------------
Author:  Jacob Streider
Publisher:  Beard Books
Hardcover:  227 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://is.gd/UAP0Zb

Quick, can you work out how much $75 million in sixteenth
century dollars would be worth today?  Well, move over Croesus,
Gates, Rockefeller, and Getty, because that's what Jacob Fugger
was worth.

Jacob Fugger was the chief embodiment of early German
capitalistic enterprise and rose to a great position of power in
European economic life. Jacob Fugger the Rich is more than just
a fascinating biography of a powerful and successful
businessman, however. It is an economic history of a golden age
in German commercial history that began in the fifteenth
century. When the book was first published, in 1931, The Boston
Transcript said that the author "has not tried to make an
exhaustive biography of his subject but rather has aimed to let
the story of Jacob Fugger the Rich illustrate the early
sixteenth century development of economic history in which he
was a leader."

Jacob Fugger's family was one of the foremost family in Augsburg
when he was born in 1459. They got their start by importing raw
cotton, by mule, from Mediterranean ports. They later moved into
silk and herbs and, for a long while, controlled much of
Europe's pepper market.

Jacob Fugger diversified into copper mining in Hungary and
transported the product to English Channel and North Sea ports
in his own ships. A stroke of luck led to increased mining
opportunities. Fugger lent money to the Holy Roman Emperor
Maximilian I to help fund a war with France and Italy. Mining
concessions were put up as collateral. The war dragged on, the
Emperor defaulted, and Fugger found himself with a European
monopoly on copper.

Fugger used his extensive business network in service of the
Pope. His branches all over Europe collected payments due the
Vatican and issued letters of credit that were taken to Rome by
papal agents. Fugger is credited with creating the first
business newsletter. He collected news of evolving business
climate as well as current events from his agents all across
Europe and distributed them to all his branches.

Fugger's endeavors wee not universally applauded. The sin of
usury was still hotly debated, and Fugger committed it
wholesale. He was sued over his monopoly on copper.  He was
involved in some messy bribes in bringing Charles V to the
throne. And, his lucrative role as banker in the sale of
indulgences, those chits that absolve the buyer of sin, raised
the ire of Martin Luther himself. Luther referred to Fugger
specifically in his Open Letter to the Christian Nobility of the
German nation Concerning the Reform of the Christian Estate just
before being excommunicated in 1521. Fugger went on, however, to
fund Charles V's war on Protestanism and became even richer.

Fugger built many churches and buildings in Augsburg. He was
generous to the poor and designed the world's first housing
project. These buildings and lovely gardens, called the
Fuggerei, are still in use today.

A New York Times reviewer said that Jacob Fugger the Rich, a
book "concerned with the most famous, most capable, and most
interesting of all [the members of the Fugger family] will be as
interesting for the general reader as for the special student of
business history." This observation is just as true today as in
1931, when first made.

Jacob Streider was a professor of economic history at the
University of Munich.



                             *********

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
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related conferences are encouraged.  Send announcements to
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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
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                  *** End of Transmission ***