TCR_Public/140210.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 10, 2014, Vol. 18, No. 40

                            Headlines

710 LONG RIDGE: CBA Modification Order Revised
ALABAMA MARBLE: Voluntary Chapter 11 Case Summary
ALBRIGHT COLLEGE: Moody's Confirms Ba1 Rating on 2004 Rev. Bonds
ALLY FINANCIAL: Reports $104-Mil. Net Income in Fourth Quarter
ALLY FINANCIAL: Profit Drops on Charges Tied to ResCap Exit

AMERICAN AXLE: BlackRock Stake at 5.1% as of Dec. 31
AMERICAN ORIENTAL: Has $21.18-Mil. Net Loss in Sept. 30 Quarter
AMERICAN REALTY: Court Puts Case Dismissal Bid Under Advisement
AMERICAN REALTY: Disclosure Statement Hearing Adjourned
ANTELOPE VALLEY: Moody's Cuts Bond Rating to Ba2; Outlook Neg

ARMORWORKS ENTERPRISES: May Tap Arnold & Porter as Special Counsel
ASPEN GROUP: Issues 7 Million Common Shares
ATLANTIC LTD: Bondholders Act After Fire Hits Vanadium Mine
AVSTAR AVIATION: Suspending Filing of Reports with SEC
BAKERCORP INT'L: Moody's Cuts CFR to B3 & Sec. Debt Rating to B1

BAYTEX ENERGY: Moody's Affirms 'Ba3' CFR; Outlook Developing
BERNARD L. MADOFF: Big Banks Oppose Trustee in Safe Harbor Appeal
BIG RIVERS: Fitch Affirms 'BB' Rating on Series 2010A Rev. Bonds
BIOSCRIP INC.: Moody's Rates $200MM Notes Caa2 & Affirms B3 CFR
BON-TON STORES: Morgan Stanley Stake Down to 4.5% as of Dec. 31

BON-TON STORES: BlackRock Stake at 7.2% as of Dec. 31
BONDS.COM GROUP: Long Ridge Plans to Submit Acquisition Proposal
BR FESTIVALS: Case Summary & 20 Largest Unsecured Creditors
BRIGHTSTAR CORP: Moody's Hikes Sr. Unsecured Notes Rating to Ba1
BROWNSVILLE MD: Disclosure Statement Lacks Info, Pineda Claims

BROWNSVILLE MD: Stay Modified, Property at Risk of Foreclosure
BUILDERS GROUP: Court Converts Bankruptcy Case to Chapter 7
CAMCO FINANCIAL: Posts $7.8 Million Net Earnings in 2013
CARAUSTAR INDUSTRIES: Moody's Assigns B2 Rating on Add-on Loan
CAPITOL BANCORP: Liquidating Plan Declared Effective Feb. 3

CELL THERAPEUTICS: BlackRock Stake at 5.9% as of Dec. 31
CELL THERAPEUTICS: GOG Ends Patient Enrollment Clinical Trial
CHARTER COMMUNICATIONS: Fitch Affirms 'BB-' Issuer Default Rating
CHEBOYGAN LUMBER: Voluntary Chapter 11 Case Summary
CHEVAL GOLF CLUB: Voluntary Chapter 11 Case Summary

CITIZENS DEVELOPMENT: Calif. Agency Balks at Amended Plan
CITIZENS DEVELOPMENT: Ally Financial Agrees to Vote for Plan
CLEVER HANS: Case Summary & 20 Largest Unsecured Creditors
CNO FINANCIAL: Moody's Reviews 'Ba3' Debt Rating for Downgrade
COMMERCIAL VEHICLE: Moody's Affirms B2 CFR; Alters Outlook to Neg

COMMUNITY WEST: Earns $3.1 Million in Fourth Quarter
DEALERTRACK TECHNOLOGIES: Moody's Assigns Ba3 CFR; Outlook Stable
DELPHI CORP: Moody's Hikes Senior Unsecured Notes Rating From Ba1
DELRAY FLORIDA: Case Summary & 5 Unsecured Creditors
DETROIT, MI: Governor Must Defend Emergency Manager Law

DOTS LLC: Proposes to Auction Off Assets on Feb. 28
DOTS LLC: Wants Until Aug. 18 to Decide on Unexpired Leases
DTE ENERGY: Fitch Affirms BB+ Rating on Jr. Subordinated Notes
DUTCH GOLD: Tells Shareholders It Would Clean Up Balance Sheet
EAST SAILE PROPERTIES: Case Summary & 3 Top Unsecured Creditors

EDDIE BAUER: Seen as Ripe for Auction Block
EDISON MISSION: Multiple Parties Object to Second Amended Plan
EGPI FIRECREEK: Hires Olde Monmouth as New Transfer Agent
ELCOM HOTEL: Revised First Amended Liquidation Plan Confirmed
ENCORE CAPITAL: Case Summary & 5 Unsecured Creditors

ENVISION SOLAR: Appoints Paul Feller as New Director
FERRETERIA TESORO: Case Summary & 20 Largest Unsecured Creditors
FISKER AUTOMOTIVE: Investors, Executives Hit by Another Lawsuit
FOUR SEASONS MALL: Voluntary Chapter 11 Case Summary
FREE LANCE-STAR: Sec. 341(a) Meeting Set for Feb. 28

FREE LANCE-STAR: Can Use Cash Collateral Until Feb. 28
GENERAL MOTORS: Profit Falls 13% in Fourth Quarter
GENWORTH MORTGAGE: Moody's Raises IFSR to Ba1; Outlook Positive
GETTY IMAGES: Bank Debt Trades at 6% Off
GILBERT HOSPITAL: Case Summary & 20 Largest Unsecured Creditors

GMX RESOURCES: Cancels Registration of Securities
GOLDKING HOLDINGS: Alvarez & Marsal to Provide Forensics Services
GREEN MOUNTAIN: Moody's Says Coke Partnership is Credit Positive
GULF STATES LONG TERM: La. Judge Won't Dismiss Appeal on Plan
GYMBOREE CORP: Bank Debt Trades at 10% Off

HALSEY MCLEAN: Trustee Selling Bel Air Home for $10 Million
HARTWIG TRANSIT: Case Summary & 20 Largest Unsecured Creditors
HEALTH CARE REIT: Fitch Affirms 'BB+' Preferred Stock Rating
HELLER EHRMAN: Unfinished-Business Suits Remain Unfinished
HERON LAKE: Boulay PLLP Raises Going Concern Doubt

IASIS HEALTHCARE: Moody's Affirms Ba3 Sr. Secured Debt Rating
JC PENNEY: Bank Debt Trades at 4% Off
JOHN D. OIL: Court Denied Approval of Disclosure Statement
JOHN D. OIL: Hearing on Show Cause Order Moved to Feb. 24
KGCI INC: Case Summary & 20 Largest Unsecured Creditors

KRONOS WORLDWIDE: Moody's Lowers CFR to Ba3 & Rates Sr. Loan 'B1'
LEE ENTERPRISES: Operating Income Hikes 1.7% to $40MM in Q1
LILY GROUP: Court OKs Redwine Management as Stalking Horse Bidder
LIME ENERGY: Court Grants Preliminary OK on Class Action Pact
LIME ENERGY: Chief Financial Officer Jeff Mistarz Quits

LOEHMANN'S HOLDINGS: Has Final OK to Use Wells' Cash Collateral
LOEHMANN'S HOLDINGS: Court OKs Revised Key Employee Bonus Plan
LOUISIANA RIVERBOAT: May Use Cash Collateral Until March 31
M.C.R. ENVIRONMENTAL: Voluntary Chapter 11 Case Summary
MAPLE GROVER PARK: Voluntary Chapter 11 Case Summary

MEDIA GENERAL: Eaton Vance Stake at 4.5% as of Dec. 31
MEDICURE INC: Incurs C$486,00 Net Loss in Nov. 30 Quarter
MFM DELAWARE: Has Until March 24 to Decide on Lease
MIDLAND UNIVERSITY: Fitch Affirms B Rating on $16MM Revenue Bonds
MONTANA ELECTRIC: Court Clarifies Employment Orders

MONTANA ELECTRIC: ACES Terminated Consulting Contract
MONTREAL MAINE: Ch. 11 Trustee Rejects Victims' Plan
MW GROUP: Faces Off With Bank of America on Exit Plans
MW GROUP: Proposed Payment Weyland Compensation Plan Questioned
NAVISTAR INTERNATIONAL: BNY Mellon Holds 45,000 Pref. Shares

NEW YORK LIBERTY: Fitch Affirms 'BB+' Rating on $10MM Cl. A Notes
NORD RESOURCES: Extends Maturity of Conv. Note to July 18
NORTHERN BEEF: Enters Stipulation for $254K of Financing
OPENLINK INT'L: Moody's Affirms B3 CFR; Alters Outlook to Stable
OSHKOSH CORP: Moody's Affirms Ba3 CFR, Alters Outlook to Positive

OVERLAND STORAGE: Cyrus Funds Stake at 66.8% as of Jan. 16
OVERLAND STORAGE: Pinnacle Stake at 8.5% as of Dec. 31
OVERSEAS SHIPHOLDING: Selling 5 Ships to GSO, Euronav for $255MM
PAYMENT SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
PENNSYLVANIA ECONOMIC: Fitch Affirms BB+ Rating on $169MM Bonds

PERPETUAL ENERGY: Moody's Retains Caa1 CFR & Unsec. Notes Rating
PHYSICIANS TOTAL CARE: RSF Suit Against Silvermine Dismissed
PICCADILLY RESTAURANTS: Lakes Medical's Claim Reclassified
PICCADILLY RESTAURANTS: Panel Counters Yucaipa's Plan Objection
PICCADILLY RESTAURANTS: GlassRatner Designated as Administrator

PLATINUM PROPERTIES: Has Green Light to Sell Wynne Farms Assets
PLATINUM PROPERTIES: Settlement With Olive Portfolio Approved
PREMIER GOLF: Hearing on Case Dismissal Continued Until March 3
PRM FAMILY: DCT, El Paso & Cigna Object to Private Asset Sale
Q MERGER: Moody's Assigns 'B2' CFR & Rates New $875MM Loan 'B1'

QUALITY DISTRIBUTION: Eagle Asset Stake at 5% as of Dec. 31
R.E. LOANS: Bankr. Court, 5th Cir. Hand Loss to Wells Fargo
RAPID AMERICAN: W.Va. Court Remands "Davis" Suit to State Court
REEVES DEVELOPMENT: Iberiabank Objects to Disclosure Statement
RESIDENTIAL CAPITAL: Abed-Stephens' $1.75-Mil. Claim Expunged

SARKIS INVESTMENTS: Plan Filing Deadline Extended to Feb. 27
SENATE INSURANCE AGENCY: Voluntary Chapter 11 Case Summary
SHREE MAHALAXMI: Trust Not Entitled to Pre-Bankr. Default Interest
SONY CORP: Slashes Forecast to $1.1 Billion Annual Loss
SOUTH EDGE: Case Summary & 15 Largest Unsecured Creditors

SOUTH FLORIDA SOD: Feb. 10 Plan Confirmation Hearing Canceled
SOUTH FLORIDA SOD: Hammock Credit Bid Pegged at $13.9MM
SPIRIT AEROSYSTEMS: Moody's Puts Ratings on Review for Downgrade
STEF LLC: Case Summary & 6 Largest Unsecured Creditors
STOCKTON, CA: Agrees to Be Sued Over Treatment of Animals

SURTRONICS INC: Has Until April 7 to Decide on Lease
SWA BASELINE: Section 341(a) Meeting Scheduled for March 13
SWA BASELINE: Case Summary & 10 Unsecured Creditors
T AND S RESTAURANTS: Case Summary & 5 Top Unsecured Creditors
TASC INC: Moody's Cuts Corp. Family Rating to B3; Outlook Stable

TARGUS GROUP: Moody's Cuts CFR & $185MM Sr. Loan Rating to Caa1
TECHOS CARIBE: Case Summary & 20 Largest Unsecured Creditors
THREE FORKS: Files Amendment to Q3 2013 Report
THUNDERVISION LLC: Ch.7 Trustee May Recoup $63,863 From RW Smith
TM REAL ESTATE: Failed to Pay Postpetition Interest, TD Bank Says

TRANSGENOMIC INC: To Effect a 1-for-12 Reverse Stock Split
TRI-STATE FINANCIAL: 8th Cir. Remands Fee Dispute to Bankr. Court
TSU YUE WANG: SDNY Court Won't Dismiss "Wu" FLSA Suit
TUSCANY INTERNATIONAL: Meeting to Form Creditors' Panel on Feb. 19
TXU CORP: 2014 Bank Debt Trades at 31% Off

TXU CORP: 2017 Bank Debt Trades at 32% Off
VILLAGE AT NIPOMO: May Continue Cash Collateral Use Until Feb. 28
VERIDIEN CORP: SEC Revokes Registration of Securities
WALTER ENERGY: Bank Debt Trades at 4% Off
WAYNE COUNTY, MI: Fitch Maintains BB- Rating on $195MM LTGO Bonds

WESTLAKE CENTER: Voluntary Chapter 11 Case Summary
WJO INC: Owner Balks at Aumiller Lomax Hiring as Special Counsel
XTREME POWER: U.S. Trustee et al. Protest Asset Sale
YBA NINETEEN: District Court Affirms Chapter 7 Conversion
YORK ENTERPRISES: Case Summary & 14 Unsecured Creditors

YRC WORLDWIDE: Teamsters Certifies Ratification of Vote Results
YRC WORLDWIDE: Amends Agreements with Solus Alternative, et al.

* BAPCPA Likely Limited Personal Bankruptcies

* Fitch: Expired Tax Relief Adds Pressure to Troubled Borrowers
* Ex-SAC Trader Convicted of Securities Fraud

* 4th Cir. Appoints Benjamin Kahn as M.D.N.C. Bankruptcy Judge

* BOND PRICING: For Week From Feb. 3 to 7, 2014


                             *********


710 LONG RIDGE: CBA Modification Order Revised
----------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey issued an
amended order that authorizes 710 Long Ridge Road Operating
Company II, LLC, et al., to reject the continuing economic terms
of the expired collective bargaining agreements with New England
Health Care Employees Union, District 1199, SEIU (Union); and
implement the terms and conditions of the Modified 1113(b)
proposals.

As reported by the Troubled Company Reporter on Feb. 5, the
Debtors won bankruptcy court approval to:

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

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

The Amended Order clarifies the permanent modification approved
pursuant to the order.

A copy of the amended order is available for free at
http://bankrupt.com/misc/710long_cbarevision_order2.pdf

             Cash Collateral Use Slated to End Feb. 14

The Debtors' ability to use cash collateral in which Capital One
asserts an interest is slated to expire Feb. 14, unless further
extended.

In November 2013, the Bankruptcy Court approved a stipulation and
order authorizing 710 Long Ridge Road Operating Company II, LLC,
et al., to enter into Amendment No. 2 to debtor-in-possesion
credit agreement dated April 26, 2013, between the Debtor and
Capital One, National Association.

Pursuant to the stipulation, the lender waived existing defaults
and continue to provide financing to the borrower until Feb. 14,
2014, or the Reorganization Effective Date (as defined in the
Credit Agreement), unless sooner terminated as provided in the
Credit Agreement.

The Amendment No. 2 also provided that the lender will have fully
earned and the borrower will unconditionally pay the lender a non-
refundable extension fee in the amount of $30,000.  The amendment
also provides that the final order and all other loan documents
will remain in full force and effect.

The lender has agreed to provide financing to the borrower
consisting of revolving credit loans in the aggregate amount up to
$5,000,000.

          About 710 Long Ridge Road Operating Company II

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

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

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

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

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

Levy Ratner's Suzanne Hepner, Esq., and Ryan J. Barbur, Esq.,
represent the New England Health Care Workers, District 1199 SEIU.

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


ALABAMA MARBLE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Alabama Marble Co., Inc.
        301 East Marble Valley Road
        Sylacauga, AL 35151

Case No.: 14-40157

Chapter 11 Petition Date: February 7, 2014

Court: United States Bankruptcy Court
       Northern District of Alabama (Anniston)

Judge: Hon. James J. Robinson

Debtor's Counsel: Jennifer Brooke Kimble, Esq.
                  RUMBERGER, KIRK & CALDWELL, P.C.
                  Lakeshore Park Plaza
                  2204 Lakeshore Dr., Suite 125
                  Birmingham, AL 35209-6739
                  Tel: 205-572-4927
                  Fax: 205-326-6786
                  E-mail: jkimble@rumberger.com

                    - and -

                  Scott R. Williams, Esq.
                  RUMBERGER, KIRK & CALDWELL, P.C.
                  Lakeshore Park Plaza
                  2204 Lakeshore Dr., Suite 125
                  Birmingham, AL 35209-6739
                  Tel: 205-572-4926
                  Fax: 205-326-6786
                  E-mail: swilliams@rumberger.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Stephen Musolino, president.

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


ALBRIGHT COLLEGE: Moody's Confirms Ba1 Rating on 2004 Rev. Bonds
----------------------------------------------------------------
Moody's has confirmed its Ba1 rating on Albright College's Series
2004 Revenue bonds issued by Berks County Municipal Authority.
This concludes Moody's review for downgrade. The outlook is
negative. The rating and outlook incorporate Albright's recent
successful remarketing of the Series 2008 bonds, reducing near
term liquidity risk, pressured student market and uncertainty
regarding a new pricing strategy, and satisfactory debt service
coverage.

Summary Rating Rationale

The Ba1 rating is based on Albright's challenged student demand,
with some initial success for FY 2014 from a significant change in
pricing strategy, continued satisfactory debt service coverage,
and modest levels of liquidity. Confirmation of the Ba1 rating
also reflects the recent remarketing of the $25.5 million Series
2008 bonds with private placement bonds held by Santander Bank,
N.A. (Baa1/P-2), which eliminates the near-term risk of a
potential failed remarketing.

The negative outlook captures uncertainty regarding the
reputational and financial impact of the college's newly
implemented financial aid strategy, combined with tightening of
operating performance.

Challenges:

-- Albright operates in a highly competitive student market with
    many public and private colleges and universities in
    Pennsylvania, as evidenced by a low yield on admitted
    students of 17% for fall 2013.

-- Operating revenue declined by $3.6 million, or 6.5%, in FY
    2013, due to a significantly lower than expected entering
    class in fall 2012. This revenue decline resulted in
    breakeven operating performance (down from 3.2% in FY 2012).
    Management projects slightly stronger operating performance
    in FY 2014.

-- The ultimate impact of a new financial aid strategy, in which
    the college guarantees full institutionally-determined
    financial need (so far, approved for fall 2013 and fall
    2014), is uncertain and the college faces continued potential
    enrollment and net tuition volatility as the plan is
    implemented over the next several years.

-- Monthly liquidity of just over $13 million as of FYE 2013
    provided a moderate 104 days cash on hand. Unlike wealthier
    institutions which meet full financial need, Albright has
    more limited financial resources to support its new financial
    aid strategy.

-- Very high reliance on student charges, which represented 87%
    of total operating revenue in FY 2013, heightens the need for
    Albright to meet its enrollment targets.

-- Counterparty risk has increased since the college now
    essentially relies on one key banking partner, Santander Bank
    (though 25% participation with Vist Bank), for both its long-
    term debt strategy and its operating lines.

Strengths:

-- Cash flow provided satisfactory coverage of debt at 2.0 times
    in FY 2013 and management demonstrated its willingness and
    ability to cut expenses in order to balance the budget. Debt
    service coverage should improve moderately in FY2014 based on
    year to date projections.

-- Albright's new financial aid strategy resulted in application
    growth and a 5.3% increase in full-time equivalent enrollment
    for fall 2013. Management expects net tuition revenue growth
    of approximately $2 million for FY 2014, following a $1.2
    million decline last year.

-- Continued investment in plant, with 2.0 times capital
    spending ratio in FY 2012 and FY 2013, is expected to help
    attract students. Future capital projects will be gift
    funded.

-- Successful remarketing of the Series 2008 bonds and
    replacement with private placement bonds reduces near-term
    remarketing risk, though there is a tender feature in October
    2018 and the college will need to continue to meet various
    covenants to avoid acceleration of debt.

Outlook

The negative outlook reflects Moody's expectation that Albright
may be challenged to stabilize its net tuition revenue in the mid-
term given the change in its financial aid program, and that a
failure to meet enrollment targets and grow tuition could result
in cash flow pressure and a draw on financial resources.

What Could Make The Rating Go DOWN

A downgrade could result from deterioration of operating
performance, volatility in enrollment and net tuition revenue, or
reduction in financial reserves.

What Could Make The Rating Go UP

Stabilized enrollment and demonstrated ability to manage and grow
net tuition revenue with the new financial aid strategy, combined
with ongoing healthy debt service coverage, would result in
positive rating pressure.

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


ALLY FINANCIAL: Reports $104-Mil. Net Income in Fourth Quarter
--------------------------------------------------------------
Ally Financial Inc. on Feb. 6 reported net income of $104 million
for the fourth quarter of 2013, compared to net income of $91
million in the prior quarter and net income of $1.4 billion for
the fourth quarter of 2012.  The company reported core pre-tax
income of $142 million in the fourth quarter of 2013, compared to
core pre-tax income of $269 million in the prior quarter and core
pre-tax income of $103 million in the comparable prior year
period.  Results for the current quarter were impacted by the $98
million charge taken related to the Consumer Financial Protection
Bureau (CFPB) and U.S. Department of Justice (DOJ) settlement.  In
addition, when excluding repositioning items, the company reported
core pre-tax income of $161 million for the quarter.  Core pre-tax
income reflects income from continuing operations before taxes and
original issue discount (OID) amortization expense primarily from
legacy bond exchanges.

Results for the quarter were driven by continued significant
improvement to Ally's cost of funds1 which declined 17 basis
points from the prior quarter and 50 basis points from the prior
year as a result of deposit growth and continued execution of its
liability management strategy.  As a result, Ally's full year net
financing revenue1 improved 36 percent year-over-year.
Additionally, auto earning assets grew 8 percent compared to the
prior year period.  Results for the Auto Finance operations were
impacted by a $98 million charge recorded in the fourth quarter
related to the settlement reached with the CFPB and DOJ.

For the full year 2013, Ally reported net income of $361 million,
compared to net income of $1.2 billion in 2012.  Core pre-tax
income in 2013 totaled $606 million, compared to core pre-tax
income of $850 million in the prior year.   Excluding
repositioning items, Ally reported core pre-tax income of $850
million for 2013.  Full year results were also impacted by the
$1.4 billion charge related to the ResCap bankruptcy settlement
recorded in the second quarter and lower income from the mortgage
operations, following the exit of the mortgage origination and
servicing business in the second quarter of 2013.

"Ally experienced a landmark year in 2013 with the completion of a
multi-year strategic transformation that has permanently changed
the direction of the company and enhanced its future prospects,"
said Chief Executive Officer Michael A. Carpenter.  "Ally closed
the chapter on its legacy mortgage issues, sold substantially all
of its international operations, reduced its higher cost unsecured
debt and achieved financial holding company status.  Today, Ally
has a pristine balance sheet and is focused on its strengths with
its leading domestic automotive services and direct banking
franchises."

Mr. Carpenter continued, "Importantly, in recent months,
significant progress was made in repaying the U.S. Treasury, with
89 percent of the investment in Ally having been returned thus
far.  Ally now has a more normalized capital structure that will
further benefit from the elimination of an annual dividend payment
of more than $530 million associated with the Mandatorily
Convertible Preferred stock repurchase."

"Looking ahead, Ally is squarely focused on leveraging the
competitive strengths of our two premier franchises, continuing to
improve profitability and fully exiting the Troubled Asset Relief
Program," Mr. Carpenter concluded.

            Quarterly and Full Year Operating Results

Ally's reporting segments include Automotive Finance, Insurance,
Mortgage, and Corporate and Other.  As previously reported in the
fourth quarter of 2012 and first quarter of 2013, respectively,
Ally's international businesses and ResCap's historical results
are classified as discontinued operations.

Highlights

Strategic Actions

Ally successfully completed its strategic transformation and is
positioned for a full exit from TARP.

Auto Finance

Insurance

Ally Bank

Financial Profile

Liquidity and Capital

Ally's consolidated cash and cash equivalents declined to $5.5
billion as of Dec. 31, 2013, compared to $6.5 billion at Sept. 30,
2013.  Included in the Dec. 31 balance are: $1.7 billion at Ally
Bank and $976 million at the Insurance business.

Ally's total equity was $14.2 billion at Dec. 31, 2013, down from
the prior quarter's end as a result of the company's repurchase of
MCP stock in November offset by the $1.3 billion private
placement.  The company's preliminary fourth quarter 2013 Tier 1
capital ratio was 11.8 percent, down from the prior quarter also
due to the repurchase of MCP stock, which will normalize the
capital structure and save more than $530 million in annual
dividends.  Ally's Tier 1 common ratio increased 90 basis points
in the fourth quarter of 2013 to 8.8 percent, largely driven by
the $1.3 billion private placement and proceeds from the closing
of the Brazil sale.

Funding

Ally continued to execute a diverse funding strategy during the
fourth quarter and full year of 2013.  This strategy included
strong growth in deposits which now represent more than 40 percent
of Ally's funding portfolio, and completion of new U.S. auto
securitizations totaling more than $8.6 billion for the year,
including approximately $1.8 billion in the fourth quarter.  The
company issued new fixed unsecured notes totaling approximately $1
billion in the fourth quarter, for a total of $3.1 billion new
fixed and floating rate notes during the year.  The company called
approximately $2.2 billion of debt in the fourth quarter of 2013,
in total calling approximately $8.1 billion of debt in 2013.  In
the weeks following year-end, the company called approximately
$700 million in additional debt.  The company also renewed or
added more than $19.7 billion of secured credit facilities during
the year.  As a result of these actions, Ally's liability
management strategy has improved the cost of funds, excluding OID,
17 basis points since the third quarter of 2013 and 50 basis
points year-over-year.

The company's Time to Required Funding remains strong at more than
two years as of Dec. 31, 2013.  This is a liquidity measure
expressed as the number of months that the company expects to be
able to meet its ongoing liquidity needs as they arise without
issuing unsecured debt.  It assumes no changes in U.S. asset
growth projections and that the auto asset-backed securities
market remains open.

Deposits

The company remains focused on growing quality deposits through
its direct banking subsidiary, Ally Bank.  Retail deposits at Ally
Bank increased to $43.2 billion as of Dec. 31, 2013, compared to
$41.7 billion at the end of the prior quarter.  Year-over-year,
Ally Bank recorded annual retail deposit growth of $8.1 billion.
Brokered deposits at Ally Bank totaled approximately $9.7 billion
as of Dec. 31, 2013, essentially flat from the prior quarter.  At
the end of the year, the Ally Bank franchise continued strong
expansion of its customer base to approximately 784,000 primary
customer accounts, growing 26 percent year-over-year.

Ally Bank

For purposes of quarterly financial reporting, Ally Bank's
operating results are included within Auto Finance, Mortgage and
Corporate and Other, based on its underlying business activities.
During the fourth quarter of 2013, Ally Bank reported pre-tax
income of $336 million, compared to $204 million in the
corresponding prior year period.  Performance in the quarter
continued to be driven by improved net financing revenue, which
was positively impacted by lower cost of funds and reduced
borrowing costs resulting from the company's actions to retire
high-cost FHLB debt in late 2012, and continued growth in
automotive lease assets, partially offset by the strategic actions
taken to exit all non-strategic mortgage-related activities
earlier in the year.  Total assets at Ally Bank were $98.7 billion
at Dec. 31, 2013, compared to $92.1 billion at Sept. 30, 2013, as
the result of seasonal growth in commercial automotive assets and
continued growth in lease.  Approximately 67 percent of Ally's
U.S. assets were funded at Ally Bank as of Dec. 31, 2013.

Automotive Finance

The Auto Finance segment includes Ally's U.S. auto finance
operations.  As a result of the completed sales for the company's
international operations, including auto finance operations in
Canada, Europe and Latin America, and the remaining pending sale
agreement for the joint venture in China, these businesses are
classified as discontinued operations.

For the fourth quarter of 2013, Auto Finance reported pre-tax
income of $207 million, compared to $371 million in the
corresponding prior year period.  Excluding the $98 million charge
related to the CFPB and DOJ settlements, the segment reported pre-
tax income of $305 million.  Results for the quarter were driven
by strong net financing revenue, which improved $33 million year-
over-year, resulting from growth in the lease, used and
diversified channels, despite continued intense competition.  This
was partially offset by an increase in provision expense as the
portfolio continues to shift to a more diversified and higher
margin credit mix.

U.S. earning assets for Auto Finance, comprised primarily of
consumer and commercial receivables, and leases, totaled $108
billion, up 8 percent compared to Dec. 31, 2012.  U.S. consumer
earning assets totaled $74 billion, up 10 percent year-over-year,
due to continued strong origination volume outpacing asset run-
off. U.S. commercial earning assets increased slightly to
approximately $34 billion, compared to $33 billion as of Dec. 31,
2012, as a result of higher dealer stock and average contract
values.

U.S. consumer financing originations in the fourth quarter of 2013
were $8.2 billion, compared to $8.9 billion in the corresponding
prior year period, and were comprised of $3.6 billion of new
retail, $2.3 billion of used and $2.3 billion of leases.  U.S.
consumer financing origination levels in the fourth quarter of
2013 were driven by strong year-over -year origination growth in
used, lease and diversified new retail channels, growing 13
percent, 6 percent and 20 percent respectively, compared to the
fourth quarter of 2012.  Growth in these channels partially offset
lower subvented volumes mostly as the result of the loss of Ally's
subvented business from Chrysler.  In total, used, lease and
diversified new retail originations continue to account for more
than 60 percent of total U.S consumer originations.

Insurance

Insurance, which focuses on dealer-centric products such as
extended vehicle service contracts (VSCs) and dealer inventory
insurance, reported pre-tax income from continuing operations,
excluding repositioning items, of $67 million in the fourth
quarter of 2013, compared to $27 million in the corresponding
prior year period.  Net investment income increased to $37 million
in the fourth quarter of 2013, compared to investment income of
$34 million in the comparable prior year period due to investment
gains resulting from a strong equity market and an other than
temporary impairment on certain investment securities for the
fourth quarter of 2012 that did not repeat.  Underwriting income
improved to $30 million excluding repositioning items in the
quarter, compared to a loss of $7 million in the corresponding
prior year period, which had been significantly impacted by
weather losses last year related to Superstorm Sandy.

Insurance's Dealer Products and Services group continued to
experience strong written premiums despite increasing competition,
resulting in written premiums of $225 million during the fourth
quarter of 2013, down approximately $11 million compared to the
fourth quarter of 2012.  The business maintained its high
wholesale insurance penetration levels, with approximately 82
percent of U.S. dealers with Ally floorplan financing also
carrying floorplan insurance with the company.

Mortgage Operations

During the fourth quarter of 2013, Mortgage reported a pre-tax
loss of $8 million, excluding repositioning items, compared to
pre-tax income of $99 million during the fourth quarter of 2012.
The decrease from the prior year period was largely due to the
decision to exit all non-strategic mortgage-related activities and
cease new originations in the second quarter of 2013.  The
remaining mortgage held-for-investment portfolio has declined to
less than $9 billion as of Dec. 31, 2013.  As of June 30, 2013,
the business has had no further mortgage loan originations, and as
a result of the sale of the MSR portfolio in the second quarter
has no remaining MSR assets.

Corporate and Other

Corporate and Other primarily consists of Ally's centralized
treasury activities, the residual impacts of the company's
corporate funds transfer pricing, asset liability management
activities, and the amortization of the discount associated with
debt issuances and bond exchanges.  Corporate and Other also
includes the Commercial Finance business, certain investment
portfolio activity and reclassifications, eliminations between the
reportable operating segments, and overhead previously allocated
to operations that have since been sold or discontinued.

Corporate and Other reported a core pre-tax loss (excluding core
OID amortization expense and repositioning items) of $105 million,
compared to a loss of $183 million in the comparable prior year
period.  Results were primarily affected by lower interest expense
through the company's liability management strategy, a reduction
in unsecured debt levels and refinancing other legacy debt prior
to maturity.

Core OID amortization expense totaled $67 million in the fourth
quarter of 2013, compared to $56 million reported in the
corresponding prior year period.

                      About Ally Financial

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

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

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

                           *     *     *

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

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

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


ALLY FINANCIAL: Profit Drops on Charges Tied to ResCap Exit
-----------------------------------------------------------
Andrew R. Johnson, writing for Daily Bankruptcy Review, reported
that Ally Financial Inc., the auto lender partially owned by the
U.S. government, saw its profit plunge in the fourth quarter after
recording a $98 million charge to settle federal allegations of
lending discrimination and taking several steps last year to exit
the mortgage business.

According to the report, the Detroit-based company reported a
profit of $104 million, down from $1.4 billion a year earlier. The
year-ago quarter included an $887 million tax-related benefit.
Core pretax income, which reflects continuing operations and the
exclusion of some items, was $142 million, up from $106 million a
year earlier.

                        About Ally Financial

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

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

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

                           *     *     *

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

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

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

                    About Residential Capital

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

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

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

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

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

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

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

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


AMERICAN AXLE: BlackRock Stake at 5.1% 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 3,823,905 shares of common stock of American
Axle & Manufacturing Holdings, Inc., representing 5.1 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/8YqKzA

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

The Company's balance sheet at Sept. 30, 2013, showed
$3.11 billion in total assets, $3.16 billion in total liabilities
and a $46.8 million total stockholders' deficit.

                           *     *     *

In September 2012, Moody's Investors Service affirmed the 'B1'
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of American Axle.

American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.  "The 'BB-' corporate credit
rating on American Axle reflects the company's 'weak' business
risk profile and 'aggressive' financial risk profile, which
incorporate substantial exposure to the highly cyclical light-
vehicle market," S&P said, as reported by the TCR on Sept. 6,
2012.

As reported by the TCR on Sept. 5, 2013, Fitch Ratings has
affirmed the 'B+' Issuer Default Ratings of American Axle &
Manufacturing Holdings, Inc. (AXL) and its American Axle &
Manufacturing, Inc. (AAM) subsidiary.  The ratings and Positive
Outlook for AXL and AAM are supported by Fitch's expectation that
the drivetrain and driveline supplier's credit profile will
strengthen over the intermediate term, despite some deterioration
over the past year.


AMERICAN ORIENTAL: Has $21.18-Mil. Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
American Oriental Bioengineering, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $21.18 million on $17.94 million of
revenues for the three months ended Sept. 30, 2013, compared to a
net income of $19.13 million on $29.49 million of revenues for the
same period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed $427.62
million in total assets, $143.95 million in total liabilities, and
stockholders' equity of $283.68 million.

For the nine months ended Sept. 30, 2013, the Company recorded a
loss from operations of $48.31 million and utilized cash in
operations of $21.93 million.  As of Sept. 30, 2013, the Company
had a working capital deficit of $61.54 million.

In addition, the Company was in default of its convertible notes
due July 15, 2015, which had a balance of $49.16 million as of
Sept. 30, 2013.  On April 8, 2013, four of the holders of the
Notes filed an action claiming a default under the Notes, which
allegedly resulted in an acceleration of the maturity of the
Notes.  The Plaintiffs had previously commenced a similar action
in federal court in New Jersey, which action was withdrawn and the
present action interposed.  The action seeks payment of
$20,378,608 plus prejudgment interest and other fees and costs.

The Company presently does not have the ability to pay the Notes.
The Company's ability to continue as a going concern is dependent
upon its ability to return to profitability or to develop
additional sources of financing or capital.  These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern, according to the Company's regulatory
filing.

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

                       http://is.gd/sqKLCM

                     About American Oriental

American Oriental Bioengineering, Inc. -- http://www.bioaobo.com/
-- is a Beijing, China-based, vertically integrated pharmaceutical
company dedicated to improving health through the development,
manufacture and commercialization of a broad range of
pharmaceutical and healthcare products.  A majority of the
Company's current products are manufactured using plant based
materials.  The Company's business is comprised of prescription
pharmaceutical products, over-the-counter pharmaceutical products
and nutraceutical products.


AMERICAN REALTY: Court Puts Case Dismissal Bid Under Advisement
---------------------------------------------------------------
The Bankruptcy Court, according to American Realty Trust, Inc.'s
case docket, has taken the motion to covert the Chapter 11 case of
the Debtor to Chapter 7, or in the alternative appoint chapter 11
trustee or an examiner under advisement, and will rule on the
matter in a few weeks.

The Court considered the motion at a hearing on Jan. 28, 2014.

The motion was filed by Atlantic Limited Partnership XII, Atlantic
Midwest, LLC, Atlantic XIII, LLC, and David M. Clapper, asserting
bad faith filing or improper venue.

Max J. Newman, Esq., at Butzel Long; Andrew W. Mychalowych. Esq.,
at Siciliano Mychalowych & Van Dusen, PLC; and Jeffrey R. Fine,
Esq., at Dykema Gossett PLLC, on behalf David M. Clapper and
Atlantic XIII, LLC, et al., said the case should be dismissed
because of multiple impermissible purposes -- primarily to protect
the Debtor's non-debtor affiliates, a conglomerate of public and
private companies run by Pillar Income Asset Management and
controlled directly or indirectly by Gene Phillips and his family.
There is no legitimate business purpose for the case and no
prospect of reorganization.

Bank of New York Mellon, as successor to Bank of New York - Global
Corporate Trust, also filed a motion to covert the Chapter 11 case
of American Realty Trust to Chapter 7, or in the alternative
appoint chapter 11 trustee or an examiner.  BoNY serves as trustee
for the Registered Certificate Holders of Commercial Capital
Access One, Inc., Commercial Mortgage Bonds, Series 3 acting
through KeyBank Real Estate Capital, its Special Servicer.

BoNY submitted with the Court a post-trial brief in support of its
motion.  According to BoNY, when the Debtor realized that it was
about to suffer a negative judgment in litigation, it transferred
all of its then-existing assets first to a wholly-owned subsidiary
and then to its parent company in the hopes that those assets
would not be used to satisfy its creditors' claims.  When the
transfers did not have the desired effect, the Debtor reacted by
filing multiple bankruptcy cases in courts from one end of the
country to the other.  However, in each case, the Debtor failed to
acknowledge the majority of the transfers.  Further, the Debtor
replaced the management that was responsible for the transfers
with a succession of yes-men, all of whom deny that the Debtor has
done anything wrong, even though they have no real knowledge of
what had happened.

The Debtor, according to a post evidentiary brief, asked the Court
to deny the motion to dismiss and convert because "cause" does not
exist to dismiss or convert the case.

On Jan. 23, 2014, the Debtor entered into an agreed order
resolving the Atlantic Parties' motion to suspend the case and
motion to grant standing to the Atlantic Parties to pursue claims
against insiders.

The Debtor related that the Bankruptcy Statute of Limitations will
be extended for the period of six months, and will expire March 1,
2015, for any claim or cause of action for which the applicable
statute of limitations has not already expired as of the entry of
the order.  The extension of time will apply to any and all claims
whose statute of limitations had not already expired as of the
entry of the order, even if the bankruptcy case is ultimately
dismissed.

The agreement order was entered among the Debtors,
Transcontinental Realty Investors, Inc., and Income Opportunity
Realty Investors, Inc.

                    About American Realty Trust

Dallas, Texas-based American Realty Trust, Inc., is a subsidiary
of the real estate giant American Realty Investors Inc.  Coping
with a $73 million legal judgment from an apartment purchase that
collapsed more than a decade ago, American Realty Trust, Inc.,
filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883)
in Las Vegas on Jan. 26, 2012.  The case was later dismissed on
Aug. 1, 2012, by Judge Mike K. Nakagawa.  Creditors David M.
Clapper, Atlantic XIII, LLC, and Atlantic Midwest, LLC, sought the
dismissal, citing, among other things, the Debtor has been
stripped of assets prepetition and its ownership structure changed
10 days before the bankruptcy filing in an admitted effort to
avoid disclosures to the Securities and Exchange Commission.

American Realty Trust then filed for Chapter 11 protection (Bankr.
N.D. Ga. Case No. 12-71453) on Aug. 29, 2012.  Bankruptcy Judge
Barbara Ellis-Monro presided over the case.  Bryan E. Bates, Esq.,
and Gary W. Marsh, Esq. at McKenna Long & Aldridge, LLP
represented the Debtor in its restructuring effort.  The petition
was signed by Steven A. Shelley, vice president.

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

The bankruptcy case was later transferred from Atlanta to Dallas
(Bankr. N.D. Tex. Case No. 13-30891) effective Feb. 22, 2013.
Lenders Atlantic XIII, L.L.C., Atlantic Midwest, L.L.C., David M.
Clapper, Atlantic Limited Partnership XII, and Regional Properties
Limited Partnership sought the transfer of the case because a
lawsuit with the Debtor was pending in Dallas.

Months later, the Dallas Court authorized American Realty Trust to
employ Gerrit M. Pronske and Pronske & Patel, P.C. as counsel.
The Court approved the withdrawal of McKenna Long & Aldridge LLP
and substitution of counsel.  The Debtor engaged Pronske & Patel
after the case was transferred to the Northern District of Texas.


AMERICAN REALTY: Disclosure Statement Hearing Adjourned
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
adjourned the hearing to approve the Disclosure Statement
explaining American Realty Trust, Inc.'s Plan of Liquidation to a
date after the Court's ruling on the motion to dismiss.

The Debtor's counsel is directed to request for a hearing and
objection deadline regarding the Disclosure Statement.

Creditors David M. Clapper, Atlantic XIII, LLC and Atlantic
Midwest, LLC, moved the Court for the adjournment.

The hearing was originally set for Feb. 11, 2014, at 1:30 p.m.

As reported in the Troubled Company Reporter on Jan. 31, 2014, the
Plan contemplates the creation of a liquidating trust, a 50%
recovery on general unsecured claims.  The Plan also embodies a
settlement of certain causes of action the Debtor has against its
former parent, American Realty Investors, Inc. (ARI) and certain
affiliated entities.

                    About American Realty Trust

Dallas, Texas-based American Realty Trust, Inc., is a subsidiary
of the real estate giant American Realty Investors Inc.  Coping
with a $73 million legal judgment from an apartment purchase that
collapsed more than a decade ago, American Realty Trust, Inc.,
filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883)
in Las Vegas on Jan. 26, 2012.  The case was later dismissed on
Aug. 1, 2012, by Judge Mike K. Nakagawa.  Creditors David M.
Clapper, Atlantic XIII, LLC, and Atlantic Midwest, LLC, sought the
dismissal, citing, among other things, the Debtor has been
stripped of assets prepetition and its ownership structure changed
10 days before the bankruptcy filing in an admitted effort to
avoid disclosures to the Securities and Exchange Commission.

American Realty Trust then filed for Chapter 11 protection (Bankr.
N.D. Ga. Case No. 12-71453) on Aug. 29, 2012.  Bankruptcy Judge
Barbara Ellis-Monro presided over the case.  Bryan E. Bates, Esq.,
and Gary W. Marsh, Esq. at McKenna Long & Aldridge, LLP
represented the Debtor in its restructuring effort.  The petition
was signed by Steven A. Shelley, vice president.

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

The bankruptcy case was later transferred from Atlanta to Dallas
(Bankr. N.D. Tex. Case No. 13-30891) effective Feb. 22, 2013.
Lenders Atlantic XIII, L.L.C., Atlantic Midwest, L.L.C., David M.
Clapper, Atlantic Limited Partnership XII, and Regional Properties
Limited Partnership sought the transfer of the case because a
lawsuit with the Debtor was pending in Dallas.

Months later, the Dallas Court authorized American Realty Trust to
employ Gerrit M. Pronske and Pronske & Patel, P.C. as counsel.
The Court approved the withdrawal of McKenna Long & Aldridge LLP
and substitution of counsel.  The Debtor engaged Pronske & Patel
after the case was transferred to the Northern District of Texas.


ANTELOPE VALLEY: Moody's Cuts Bond Rating to Ba2; Outlook Neg
-------------------------------------------------------------
Moody's Investors Service has downgraded Antelope Valley
Healthcare District's bond rating to Ba2 from Baa3. The downgrade
is attributable to weak operating performance and greater reliance
on supplemental funding and Moody's expectation that AVHD will
not begin to realize performance improvement until FY 2015. The
outlook is negative at the lower rating level.

Summary Ratings Rationale

The rating downgrade is based on AVHD's growing reliance on
supplemental government funding to meet its debt service coverage
covenant, which is a result of weak core operating performance and
patient volume declines. Under a new management team, AVHD has
begun taking steps to improve financial performance. However, we
believe the hospital will not benefit from these actions until FY
2015, and there is significant execution and operational risk in
the interim before core operations return to a level of
profitability consistent with an investment grade rating.

The Ba2 rating reflects AVHD's high reliance on supplemental
funding as a source of liquidity and very thin headroom under its
debt service coverage covenant of 1.35x and 90 days cash on hand
covenant. The negative outlook reflects increased risk of
breaching financial covenants and fundamental operating
challenges.

Challenges

-- Supplemental funding payments have been variable and timing
    of receipt is unpredictable, making accurate budgeting and
    forecasting difficult. Absent supplemental funding, the
    hospital would have negative cash flow; growth of
    supplemental funding relative to internally generated cash
    flow is the result of declining core operating performance.
    AVHD may not meet its debt service coverage covenant in FY
    2014.

-- Through six months FY 2014, patient volumes have fallen with
    inpatient admissions down 6.6% and surgeries down 3.1% over
    the prior year.

-- Operating cash flow margin remains weak through six months FY
    2014 (3.2% operating cash flow margin), following weak cash
    flow generation in FY 2013.

-- Since FYE 2013, unrestricted cash declined by 12% to $97
    million (109 days cash on hand) as of December 31, 2013, and
    is may decline further by year end as a result of weak
    operating cash flow, planned capital expenditures and the
    timing of supplemental payment receipts. AVHD may violate its
    days cash covenant of 90 days at FYE 2014.

-- AVHD's defined benefit pension plan is significantly
    underfunded and will require much higher cash contributions
    over the next several years. Cash contributions could rise
    from the current $8 million to $12 - $13 million.

Strengths

-- Antelope Valley has stabilized the senior management team
    through the hiring of a permanent chief executive officer and
    chief financial officer.

-- AVHD has received $72 million in supplemental funding over
    the last three years from a variety of programs including
    California provider fee and intergovernmental transfer
    monies, which has helped maintain balance sheet strength.
    AVHD may receive up to $40 million in supplemental funding in
    FY 2014.

-- Favorable market position with only one smaller hospital
    (Palmdale Regional Medical Center, 6,000 admissions)
    competing in the primary service area; AVHD provides a number
    of unique services.

-- AVHD has an all fixed rate debt structure, although there is
    a $55 million bullet payment in 2017.

Outlook

The negative outlook reflects the increased risk of breaching
financial covenants given current operating performance, the risk
that liquidity may decline more than expected and our expectation
that the hospital will not begin to realize benefits from the
various turnaround initiatives until FY 2015.

What Could Make The Rating Go Up

An upgrade is unlikely over the near term. Over the long term, the
outlook could be revised to stable if the organization is able to
demonstrate sustainable improvement in core operating performance
and stabilize the liquidity position.

What Could Make The Rating Go Down

A downgrade is likely if AVHD is unable to sustainably improve
core financial performance and increase debt coverage. Likewise,
inability to meet the debt service or days cash on hand covenant,
could lead to a downgrade. Reduction or volatility in supplemental
funding, or delays in funding could also lead to a downgrade.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


ARMORWORKS ENTERPRISES: May Tap Arnold & Porter as Special Counsel
------------------------------------------------------------------
The Hon. Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona on Jan. 23 signed off on a stipulated order
authorizing Armorworks Enterprises, LLC, et al.'s employment of
Arnold & Porter LLP as special government contracts counsel.

Arnold & Porter will work with Houlihan Lokey Capital, Inc. and
Grant Lyon, solely in his capacity as Independent Debtor
Representative throughout the sale process.

Arnold & Porter is expected to provide these professional services
in relation to the sale process:

   a. assist and provide legal advice to the Debtors in
negotiating, structuring, documenting and closing a transaction or
transactions, as contemplated by the Protocol Order and the Plan,
as such transaction or transactions relate to or implicate any
prime government contracts or government subcontracts of
ArmorWorks and its subsidiaries;

   b. provide legal advice to the Debtors with regard to the
duties and obligations of ArmorWorks and its subsidiaries under
applicable federal laws and regulations governing the business
operations of ArmorWorks and its subsidiaries, including any prime
government contracts or government subcontracts of ArmorWorks and
its subsidiaries, in relation to the Sale Process and any
transactions contemplated or consummated in relation to the Sale
Process; and

   c. provide legal advice to the Debtors with regard to the
duties and obligations of ArmorWorks and its subsidiaries under
any identified prime contracts or subcontracts involving the U.S.
Government in relation to or as implicated by the Sale Process and
any transactions contemplated or consummated in relation to the
Sale Process.

To the best of the Debtors' knowledge, Arnold & Porter does not
hold or represent any interest adverse to the Debtors or their
estates with respect to the matters for which Arnold & Porter is
being retained.

Arnold & Porter has an active practice representing government
contractors and private equity firms, and has represented and is
currently representing several parties that have been identified
by the Independent Debtor Representative as potential purchasers
of the Debtors or their assets.  It is also possible that
additional clients and former clients of the firm may in the
future express an interest in the Sale Process.  However, Arnold &
Porter will not represent any of these parties or any other
potential purchaser in connection with the Sale Process.  Further,
Arnold & Porter is the holder of a $95,933 claim against the
Debtors for services rendered to the Debtors prior to the Petition
Date.

The Official Joint Committee of Unsecured Creditors, ArmorWorks,
Inc., and William J. Perciballi all have stipulated to the
approval of the application.  C Squared Capital Partners, LLC and
Anchor Management, LLC, previously objected to the Debtors'
employment of Arnold & Porter, which objection was overruled by
the Court.  The C Squared Parties have stipulated to the
employment of Arnold & Porter and have agreed to withdraw their
objection to the Arnold & Porter interim fee application.

Pursuant to the stipulation, Arnold & Porter's substantial
knowledge and experience working with the Debtors prepetition and
their expertise in the area of law make Arnold & Porter uniquely
suited to assist the Debtors.

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd.,
as financial advisor.  ArmorWorks estimated $10 million to
$50 million in assets and liabilities.

The U.S. Trustee for Region 14 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Forrester & Worth,
P.L.L.C. represents the Committee as its general counsel.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.

Judge Whinery approved on Dec. 30, 2013, the disclosure statement
explaining the bankruptcy-exit plan for the Debtors.  The plan was
jointly proposed by the Debtors, C Squared Capital Partners LLC,
Anchor Management LLC, ArmorWorks Inc., William Perciballi and the
unsecured creditors' committee.  The plan proposes to pay all
claims against and member equity interests in ArmorWorks and
Techfiber through a sale of assets or equity.  Proceeds from the
sale will be used to pay off creditors and members of ArmorWorks.

Judge Whinery also has approved the bid process proposed by
ArmorWorks and Techfiber in connection with the sale of their
assets or equity of the reorganized companies.  Pursuant to the
bid procedures, interested buyers were required to submit their
bids by Feb. 7.  An auction will be held on Feb. 21 at the Phoenix
office of Gallagher & Kennedy, P.A.  A status hearing regarding
the auction will be held on Feb. 19 while a hearing to consider
approval of the sale is scheduled for March 4.

Judge Whinery was to hold an initial hearing on Jan. 29 in
connection with the Debtor's plan.  The hearing was to be a non-
evidentiary hearing where the ballot report would be considered
and any objections would be assessed.


ASPEN GROUP: Issues 7 Million Common Shares
-------------------------------------------
Aspen Group, Inc., closed an offering to warrant holders whereby
it issued a total of 7,006,064 shares of common stock to the
holders in exchange for their early exercise of a total of
4,231,840 warrants at the reduced exercise price of $0.19, which
was above the current market.  Aspen received gross proceeds of
approximately $804,000.

As part of this offering, Aspen also issued additional shares to
an exercising warrant holder who agreed to waive all of his anti-
dilution rights, subject to certain conditions.

The shares were issued and sold in reliance upon the exemption
from registration contained in Section 4(a)(2) of the Securities
Act of 1933 and Rule 506(b) promulgated thereunder.

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.

The Company reported a net loss of $6.01 million on $2.68 million
of revenues for the year ended Dec. 31, 2012, as compared with a
net loss of $2.13 million on $2.34 million of revenues during the
prior year.  The Company's balance sheet at Oct. 31, 2013, showed
$4.49 million in total assets, $5.45 million in total liabilities
and a $957,652 total stockholders' deficiency.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the transition period ending April 30, 2013.  The independent
auditors noted that the Company has a net loss allocable to common
stockholders and net cash used in operating activities for the
four months ended April 30, 2013, of $1,402,982 and $918,941,
respectively, and has an accumulated deficit of $12,740,086 at
April 30, 2013.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


ATLANTIC LTD: Bondholders Act After Fire Hits Vanadium Mine
-----------------------------------------------------------
Daniel Stacey, writing for Daily Bankruptcy Review, reported that
after encountering problems ranging from floods to plant outages
in recent weeks, one of the world's largest vanadium mines is
facing its biggest challenge yet: its bondholders.

According to the report, trading in shares of Atlantic Ltd . was
suspended on Feb. 6 after the company said a fire had materially
damaged a processing plant at its Windimurra Vanadium Project in a
remote part of the state of Western Australia.


AVSTAR AVIATION: Suspending Filing of Reports with SEC
------------------------------------------------------
AvStar Aviation Group, Inc., filed a Form 15 with the U.S.
Securities and Exchange Commission to voluntarily terminate the
registration of its common stock under Section 12(g) of the
Securities Exchange Act of 1934.  There were approximately 398
holders of the securities as of Jan. 21, 2014.  As a result of the
Form 15 filing, the Company is not anymore obligated to file
reports with the SEC.

                        About Avstar Aviation

Houston, Texas-based AvStar Aviation Group, Inc. (OTC QB: AAVG)
-- http://www.avstarinc.com/-- due to acquisitions, is now in two
aviation sectors, the  maintenance, repair and overhaul ("MRO") of
aircraft providing products and services for the general aviation
sector, and the charter air service business.

Clay Thomas, P.C., in Houston, expressed substantial doubt about
Avstar Aviation Group's ability to continue as a going concern
following the Company's 2010 results.  Mr. Thomas noted that the
Company has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements.

The Company reported a net loss of $80,502 on $1.75 million
of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $1 million on $1.12 million of total
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.20 million in total assets, $2.03 million in total liabilities,
and a $831,648 total stockholders' deficit.

The Company has been unable to file its annual report on Form 10-K
for the period ended Dec. 31, 2011, and the subsequent periodic
reports.


BAKERCORP INT'L: Moody's Cuts CFR to B3 & Sec. Debt Rating to B1
----------------------------------------------------------------
Moody's Investors Service downgraded BakerCorp. International,
Inc.'s Corporate Family Rating (CFR) to B3 from B2 and Probability
of Default Rating (PDR) to B3-PD from B2-PD. Moody's also
downgraded the ratings on the company's secured credit facilities
to B1 from Ba3 and the rating on its senior notes to Caa2 from
Caa1. The downgrade takes into considerations the company's
increased leverage, weak performance, significant decline in
demand from oil & gas companies which represent one of its core
end markets, and low equipment utilization. The company's SGL-3
Speculative Grade Liquidity Rating was affirmed at SGL-3 to
reflect the expectation for BakerCorp to maintain an adequate
liquidity profile over the next 12 months. The rating outlook is
stable.

Downgrades:

Issuer: BakerCorp International, Inc.

Corporate Family Rating, Downgraded to B3 from B2

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Senior Secured Bank Credit Facility Feb 7, 2020, Downgraded to
B1 (LGD2, 29%) from Ba3 (LGD3, 30%)

Senior Secured Bank Credit Facility Feb 7, 2018, Downgraded to
B1 (LGD2, 29%) from Ba3 (LGD3, 30%)

Senior Unsecured Regular Bond/Debenture Jun 1, 2019, Downgraded
to Caa2 (LGD5, 84%) from Caa1 (LGD5, 84%)

Affirmations:

Issuer: BakerCorp International, Inc.

Speculative Grade Liquidity Rating, Affirmed SGL-3

Outlook Actions:

Issuer: BakerCorp International, Inc.

Outlook, Remains Stable

Ratings Rationale

BakerCorp's B3 rating considers the company's significant
concentration in liquid and solid containment, its high leverage,
weak free cash flow metrics and its small scale. The company's
focus on temporary storage tanks results in limited
diversification leading to revenue and earnings being affected by
the volatility of demand in this market. Further, the company has
meaningful exposure to cyclical end markets including oil & gas,
construction, refinery, and environmental remediation. Due in
large part to the recent weakness in demand within oil & gas due
to factors including an oversupply of tanks and lower than
expected drilling activity, in addition to significant investment
in fleet growth, the company has experienced large drops in
equipment utilization. The market has limited price elasticity of
demand as decreases in price do not stimulate incremental demand
if the need for liquid and solid containment solutions is not
present. Given the high cost to relocate tanks and their commodity
like nature, it is difficult to gain market share if a competitor
already has a tank closer to a customer.

As of October 31, 2013, debt to EBITDA stood at 6.2 times, and pro
forma for the $35 million incremental term loan issued during
November 2013, in the mid 6 times level. This high leverage limits
the company's financial flexibility to significantly diversify its
product offering. Moreover, while the company is concentrated
within certain products and North American economic activity in
particular, it has also worked to diversify geographically by
broadening its presence in certain European markets. The company's
rating does benefit from its existing customer relationships and
established position as a provider of liquid and solid containment
solutions used in industrial and other applications.

The stable outlook reflects Moody's expectation for relatively
consistent performance over the next 12-18 months while the
company maintains adequate liquidity with no near-term debt
maturities and nominal amortization of the term loan.

The rating or outlook could be downgraded if debt to EBITDA does
not improve and were expected to remain above 6.0 times, or if
EBITDA to interest expense were to decrease below 2.0 times. The
ratings could also be adversely impacted if the company's
equipment utilization does not improve, if growth capital
expenditures remain at high levels relative to operating cash flow
or if liquidity were to weaken.

The rating or outlook could be upgraded if debt to EBITDA were
anticipated to decrease below 4.5 times on a sustained basis while
EBITDA to interest expense were above 2.5 times. The ability to
achieve a higher rating is linked to the company being able to
successfully execute on delivering and sustaining higher equipment
utilization and pricing on its expanding fleet due to aggressive
capital investment.

The principal methodology used in this rating was the Global
Equipment and Automobile Rental Industry published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

BakerCorp International, Inc., headquartered in Seal Beach,
California, is a provider of liquid and solid containment
solutions. The majority of its revenues come from the rental of
equipment with the balance from services and equipment sales. As
of October 31, 2013, the Company had a fleet of more than 23,000
units. The Company is controlled by funds advised by Permira
Advisors L.L.C. which acquired it in June 2011. Revenues for the
LTM period ended October 31, 2013 were $312 million.


BAYTEX ENERGY: Moody's Affirms 'Ba3' CFR; Outlook Developing
------------------------------------------------------------
Moody's Investors Service changed Baytex Energy Corp.'s outlook to
developing from stable. Moody's affirmed Baytex's Ba3 Corporate
Family Rating (CFR), Ba3-PD Probability of Default Rating (PDR),
and B1 senior unsecured notes rating. The Speculative Grade
Liquidity rating was downgraded to SGL-3 from SGL-2.

Downgrades:

Issuer: Baytex Energy Corp.

Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2

Outlook Actions:

Issuer: Baytex Energy Corp.

Outlook, Changed To Developing From Stable

Affirmations:

Issuer: Baytex Energy Corp.

Probability of Default Rating, Affirmed Ba3-PD

Corporate Family Rating, Affirmed Ba3

Multiple Seniority Shelf, Affirmed (P)B1

Senior Unsecured Regular Bond/Debenture Feb 17, 2021, Affirmed B1

Senior Unsecured Regular Bond/Debenture Jul 19, 2022, Affirmed B1

The change in outlook was prompted by Baytex's agreement to
acquire all of Aurora Oil & Gas Limited's shares for a total
consideration of C$1.8 billion, plus assumed debt of about US$665
million. Aurora Oil & Gas Limited is the parent of Aurora USA Oil
& Gas, Inc. (Aurora, B3). The transaction is expected to close
before June 2014 and is subject to Baytex and Aurora shareholder
approvals, and customary closing conditions. Concurrent with the
closing, Baytex will increase its monthly dividend by 9% to C$0.24
per share.

Baytex will issue C$1.3 billion of equity and a C$200 million term
loan to finance the transaction with the C$300 million balance
funded with a new C$1 billion revolver. There is a bridge facility
in place to backstop the equity offering. If the equity offering
does not close, the bridge facility will mature one year later.

"The developing outlook at Baytex reflects the benefit of added
size and diversification of production with light oil and liquids-
focused assets acquired from Aurora," stated Paresh Chari, Moody's
Analyst. "The significant increase in debt weakens Baytex's strong
leverage metrics, but will remain solid for the Ba3 rating. The
addition of a non-operated high decline asset, however, will
significantly increase Baytex's future capital expenditures."

Ratings Rationale

Pro forma for the Aurora acquisition, Baytex's Ba3 Corporate
Family Rating (CFR) reflects its significant reserves and
production base, diverse product mix (90% liquids), geographic
diversity, and solid cash margins and leveraged full cycle ratio
(LFCR). The rating also considers the high dividend payment
compared to cash flow which drives a weak retained cash flow to
debt metric, and weaker leverage in term of E&P debt to production
and E&P debt to proved developed reserves.

Baytex's SGL-3 rating reflects adequate liquidity through 2014. As
of September 30, 2013 Baytex had roughly C$600 million available
under its C$850 million revolver. Concurrent with the acquisition,
the revolver will be increased to C$1 billion. Moody's expect
C$300 million will be drawn to fund the acquisition as well as an
additional C$175 million of drawings to fund negative free cash
flow from Q4 2013 to Q4 2014. At year end 2014 Baytex will have
roughly C$300 million available under the C$1 billion revolver.

The rating could be upgraded if production exceeds 70,000 boe/d,
while maintaining retained cash flow to debt above 40% and E&P
debt to production below US$25,000/boe.

The rating could be downgraded if E&P debt to production appeared
likely to rise above US$40,000/boe or if retained cash flow to
debt appeared likely to fall below 20%.

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

Baytex is a Calgary, Alberta based independent exploration and
production company that has proved reserves of approximately 119
million barrels of oil equivalent (boe) and average daily
production of approximately 47,000 boe/d of which 85% is oil.


BERNARD L. MADOFF: Big Banks Oppose Trustee in Safe Harbor Appeal
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Manhattan is set to hear
oral arguments March 5 over whether customers of Bernard L. Madoff
Investment Securities LLC are protected by the so-called safe
harbor in bankruptcy.

According to the report, a group of U.S. and foreign banks on
Jan. 30 filed a friend-of-the-court brief arguing that the
trustee's attempt to "erase" the safe harbor is "contrary to the
statute's broad language," even though Madoff's firm never
actually purchased a single share of stock for customers.

The trustee, Irving Picard, is appealing a decision by U.S.
District Judge Jed Rakoff, who ruled that the trustee's
fraudulent-transfer suits could reach back only two years before
bankruptcy, not six, as a consequence of the safe harbor, the
report related.  Picard, seeking to return money to victims of
Madoff's Ponzi scheme, is suing customers who took out more than
they invested, among other things.

The safe harbor limits or prohibits bankruptcy trustees from
filing suits based on securities transactions, the report noted.
Judge Rakoff found that it applied here because the customers
signed securities contracts, giving them the impression they would
have protections afforded to securities transactions.

Success on appeal could revive $10 billion in lawsuits that went
down the drain as a result of Judge Rakoff's ruling and might also
result in a full recovery of the cash that investors entrusted to
Madoff, the report said.

The appeal is Picard v. Ida Fishman Revocable Trust (In re Bernard
L. Madoff Investment Securities LLC), 12-2557, U.S. Court of
Appeals for the Second Circuit (Manhattan).

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BIG RIVERS: Fitch Affirms 'BB' Rating on Series 2010A Rev. Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on Big Rivers Electric
Corporation's $83.3 million County of Ohio, KY's pollution control
refunding revenue bonds series 2010A.
The Rating Outlook remains Negative.

The bonds are secured by a mortgage lien on substantially all of
the Big Rivers' owned tangible assets, which include the revenue
generated from the wholesale sale or transmission of electricity.

Big Rivers (BREC) is, and expects to, remain in compliance with
all debt covenants associated with both long-term and short-term
debt. BREC's indenture and the RUS, CFC and CoBank loan agreements
require that margins for interest ratio (MFIR) of at least 1.10x
be maintained each year.

KEY RATING DRIVERS

IMPACT FROM LOSS OF SMELTER AGREEMENTS: Alcan Primary Products
Corporation (Alcan) and Century Aluminum Company's (Century)
aluminum smelting facilities, served by Big Rivers, through its
largest member Kenergy Corp., have historically accounted for
approximately 65% and 70% of Big Rivers' total energy sales and
revenues, respectively.  Termination of these agreements has left
the generation and transmission (G&T) cooperative with a
significant amount of surplus power.  Management is working to
implement a long-term mitigation plan.

INCREASED RELIANCE ON WHOLESALE MARKETS: Long-term financial
stability at Big Rivers will be influenced by the cooperative's
ability to make greater off-system sales, both on a contract basis
and in the spot market.  BREC is in the early stages of developing
and implementing this marketing strategy, and has found some
success with future, agreed-upon sales to new utilities and sales
into the Midcontinent ISO (MISO).  Available cash reserves will
partially mitigate this risk, but low power prices could stress
results.

RATE REGULATED; REQUEST PENDING: Electric rates charged by Big
Rivers and its members are regulated by the Kentucky Public
Service Commission (KPSC).  An October 2013 rate order provided
BREC with revenues to largely offset the loss of Century.  A
second rate order relating to the loss of Alcan is currently
pending.  The outcome of this decision could have a material
effect on the cooperative's ability to pay costs, including debt
service.

LIQUIDITY TO DECLINE BUT SHOULD REMAIN SUFFICIENT: Big Rivers
reported unrestricted cash reserves of approximately $107 million
at Dec. 31, 2013, excluding $125 million of restricted reserve
funds, with a portion to be used primarily for rate stabilization.
Over the next few years, BREC expects to use the $125 million of
restricted reserves to lessen the impact of rising electric rates
due to a reduction in smelter sales; but overall liquidity should
remain satisfactory, between cash and a $50 million line of credit
with CFC.

RATING SENSITIVITIES

OUTLOOK HINGES ON STABILIZATION OF REVENUES: Resolution of the
Negative Outlook hinges on BREC's ability to stabilize revenue
through KPSC-approved rate increases and the implementation of a
successful mitigation plan.  Revenue stability achieved through
rate increases and long-term power sales agreements would likely
stabilize the Outlook, while a reliance on volatile short-term
sales and possible insufficient regulatory support would put
downward pressure on the rating.

CREDIT PROFILE

Big Rivers provides wholesale electric and transmission service to
three electric distribution cooperatives.  These distribution
members provide service to a total of about 113,000 retail
customers located in 22 western Kentucky counties.  Kenergy
Corporation, the largest of the three systems, serving 55,200
members, is unique in that its electric load and revenues have
been dominated by two large aluminum smelters.  BREC is a
member/owner of ACES Power Marketing, which supports its energy
mitigation plan.

CENTURY AND ALCAN TERMINATE AGREEMENTS

Under the power sales contracts between Kenergy and the smelters,
which were to expire on Dec. 31, 2023, the smelters had been
required to take-or-pay for specific quantities of energy,
irrespective of their needs.  The contracts further provided for
termination on one years' notice without penalties, subject to
certain conditions including the termination and cessation of all
aluminum smelting operations at the relevant facilities.

Century Termination

On Aug. 20, 2012, Century issued a notice to terminate its take-
or-pay power contract with Kenergy and Big Rivers stating its
intent to close its Hawesville, KY smelter.  As a result of the
termination notice, Big Rivers began implementing its formal load
concentration mitigation plan which included, filing for a $68.6
million general rate increase; pursuing replacement load for
Century's 482 MW; and negotiating an arrangement to allow the
Hawesville smelter to purchase power at market price and remain in
operation.

Alcan Termination

On Jan. 31, 2013, Alcan delivered notice to Big Rivers' of its
decision to terminate its power supply agreement with Big Rivers,
noting, in particular, a Feb. 28, 2013 rate filing by Big Rivers,
and sizeable anticipated rate increases.  Alcan stated that the
planned rate increase would make its smelting facility
unprofitable, and that all smelting operations would be ceased at
the end of the one-year notice period.

As a result of this second termination notice, Big Rivers expanded
its effort in implementing its mitigation plan which included
filing for a $70.4 million general rate increase; pursuing
replacement load for Alcan's 368 MW; developing a 2014 budget and
2015-2017 financial plan with Alcan buying its power at market
based rates; and using reserve funds to offset the requested rate
increase until those funds are depleted in April 2015.

CENTURY AGREES TO ACQUIRE ALCAN ASSETS

On April 29, 2013, Century announced that its wholly owned
subsidiary had entered into a definitive agreement to acquire
substantially all of the assets of the Sebree aluminum smelter
from a subsidiary of Rio Tinto Alcan, Inc.

RATE RELIEF GRANTED; ADDITIONAL RELIEF PENDING

On Oct. 29, 2013, a final KPSC order in the Century case was
issued which granted $54.2 million of the final requested $68.6
million, equal to a 15.5% base rate increase.  Fitch views the
KPSC's decision as supportive of credit quality as the decision
will enhance cost recovery.

Higher rates related to the second $70.4 million rate request
(Alcan case) were put into effect by Big Rivers on Feb. 1, 2014,
subject to refund.  The KPSC has until April 27, 2014 to issue a
final rate order.  An equally supportive decision will be
necessary to stabilize Big Rivers' financial profile.

MITIGATION PLAN-ADDITIONAL ELEMENTS

Big Rivers provides capacity and energy to its members through a
combination of four-owned generation stations, one leased station
and contracted capacity from the Southeast Power Administration
(SEPA).  The generating stations include the Coleman Station
(Units 1, 2 and 3), Wilson Station (Unit 1), Green Station (Units
1 and 2) and Reid (Units 1 and 2). Net capacity of owned
generation is 1,444 megawatts (MW), net capacity of leased
generation equals 197 MW, with contracted capacity from SEPA at
178 MW.  Eight of the nine units are scrubbed.  Peak demand, net
of smelter demand, was recently at 800 MW. BREC is a member of
MISO, since December 2010.

With a combined net capability of 443 MW, the Coleman plant is
located next to the Century smelter.  With the new smelter
agreements, Big Rivers will no longer have an immediate market for
the 482 MW of power that up to now has been sold to Century
Kentucky.  Since the production cost of Coleman is among the
highest on Big River's system, the cooperative has decided to
temporarily idle the Station through 2014, or until market prices
improve.

BREC is also considering idling the Wilson Station (417 MW), given
the smelter's plan to rely on alternative power supply purchases.
BREC's desire to idle the two plants, rather than employ a
shutdown strategy, is that it would provide the coop with greater
flexibility to sell power from these units when demand is
sufficient and pricing favorable; such as during the recent cold
wave, pending the ability to enter into longer-term supply
arrangements.  Management expects to rely mostly on power from the
Green Station, a two unit, 454 MW station, which has the ability
to burn high sulfur, low cost coal.

As a member of MISO, Big Rivers was required to submit its revised
generation plan to MISO for approval.  Upon review, MISO
determined the Coleman plant was needed for reliability and
designated Coleman as a system support resource.  The associated
cost of keeping the Station open is being recovered from Century.

Big Rivers has held discussions with a number of interested
parties about possibly contracting for a portion of the
cooperative's available capacity.  Some future-dated transactions
have been contracted for.  BREC is also a finalist in several
power RFP's. Even with the temporary idling of the Coleman and
Wilson stations, BREC expects to have 156 MW of available
capacity, which should be sufficient to meet their the members'
needs through 2021.

Part of the mitigation plan is a reduction in staff. The majority
of these employees worked at the power stations.

WHOLESALE AND MEMBER RATES WILL INCREASE

Non-smelter wholesale member rates (blended rate) approximated $39
per MWH in 2011 and $42.2 per MWH in 2012.  Preliminary results
were $48.1 per MWH in 2013, and are forecasted at $60.1 per MWH in
2014, before rising to about $99 per MWH by 2017, reflecting the
loss of the smelter loads.

CAPITAL EXPENDITURES MODERATE

Estimated costs for environmental compliance have recently been
reviewed and reduced from the prior estimate of $285 million.
Elimination of expenditures for Cross State Air Pollution Rule
(CSAPR) provided a major cost saving.  The total capital cost for
MATS compliance plan is now estimated at $24 million.  An
application to RUS to obtain long-term financing for MATS was
submitted in June 2013. Capital expenditures remained low at $29.7
million in 2013, versus $39.8 million in 2012.

FINANCIAL RESULTS ADEQUATE

Preliminary results for calendar year 2013 show total operating
revenues of $552.3 million, net margins of $8.6 million and a
times interest earned ratio (TIER) of 1.20x.  This compares with
2012 of revenues totaling $568.3 million, net margins of $11.3
million, TIER of 1.25.  This is in line with KPSC's allowed TIER
allowance of 1.20x.  Expenditures in 2013 include all severance
costs related to employee terminations.

Results for 2013 benefited from higher revenues associated with
rates approved by the KPSC, higher off-system sales and patronage
capital associated with the 2012 RUS Series 'A' note refinancing.
MWH sales to non-members increased significantly, together with a
sizeable increase in price.

For 2014, which assumes reduced sales by Big Rivers to the
smelters and 100% of the current Alcan rate case, revenues would
total $374.3 million, net margins are estimated at $6.8 million
and TIER would equal 1.16x. Financial results and ratios beyond
2014 are expected to be designed to provide a balance between
reasonable financial strength and competitive electric rates.  DSC
is projected to be around 1.40x in 2013 and is expected to
approximate 1.25x or slightly higher in future years.

Long-term debt totaled $854 million as of Dec. 31, 2013, compared
with $845 million the year earlier. The final debt maturity of
different series bonds outstanding ranges from July 2021 to June
2032.  In a PSC order issued on March 26, 2013, Big Rivers' was
permitted to pay-off the $58.8 million in pollution control
floating rate demand bonds, series 1983 coming due by using $60
million of July 2012 proceeds from a secured loan with CoBank.
The bonds matured June 1, 2013.  BREC plans on trying to implement
further options with RUS to spread out annual debt service
requirements.

Big Rivers was also authorized by the KPSC to use the $35 million
Transition Reserve funds for capital expenditures, rather than
having to keep these funds set aside to pay potential costs
associated with a reduction in loads at the smelters.  There
currently remains $11 million in this reserve.

Big Rivers has a $50 million line of credit with CFC that expires
July 2017.  A line of credit with CoBank was terminated by BREC in
2013.  Long-term forecasts assume a balance of about $100 million
of cash and liquid assets.

MEMBERS' FINANCIALS REMAIN STEADY

Kenergy is the largest of the three member systems, reflecting
service to the smelter loads.  Excluding the smelters, most of Big
Rivers' service is provided to retail customers and a few large
industrials.  Member debt service coverage for the years 2010-2012
approximated 1.60x, with equity to capitalization approximating
35%.  The most recent residential retail rate increase for the
three systems ranged between 15.9% and 18.3% in August 2013, and
captured the planned loss of revenues from the Century smelter.
Overall profits from the smelter sales were relatively modest, but
closure of the two facilities could have had an impact on the
surrounding communities' economies.


BIOSCRIP INC.: Moody's Rates $200MM Notes Caa2 & Affirms B3 CFR
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 (LGD 5, 84%) rating to
BioScrip, Inc.'s proposed $200 million senior unsecured note
offering. Moody's also affirmed BioScrip's B3 Corporate Family
Rating, B3-PD Probability of Default Rating, and SGL-3 Speculative
Grade Liquidity Rating. At the same time, Moody's upgraded the
company's existing senior secured first lien credit facilities,
including the company's revolving credit facility and term loan B,
to B1 from B3, reflecting the improved recovery prospects for the
senior secured credit facilities in a default scenario due to the
loss absorption from the proposed senior unsecured notes. The
rating outlook is stable.

The proceeds from the senior unsecured note offering will be used
to repay outstanding revolver borrowings, repay a portion of the
existing senior secured term loan B, and pay related transaction
fees and expenses.

BioScrip, Inc.:

Ratings assigned:

$200 million proposed senior unsecured notes, Caa2 (LGD 5, 84%)

Ratings affirmed:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

Speculative Grade Liquidity Rating, SGL-3

Ratings upgraded:

Senior secured revolving credit facility, to B1 (LGD 3, 31%)
from B3 (LGD 4, 51%)

Senior secured 1st lien term loan B, to B1 (LGD 3, 31%) from B3
(LGD 4, 51%)

The rating outlook is stable.

The ratings are subject to review of final documentation.

Ratings Rationale

BioScrip's B3 Corporate Family Rating reflects the company's high
financial leverage, aggressive acquisition growth strategy, and
small absolute size based on revenue and earnings. The ratings
also reflect the portion of BioScrip's revenue derived from
Medicare, Medicaid and other government-sponsored healthcare
programs, representing roughly one-third of BioScrip's revenue
base (prior to the sale of Home Health). However, despite the
company's small absolute size, the ratings are supported by
BioScrip's solid scale and market position within the highly
fragmented market for home infusion services. While Moody's expect
the company to realize additional earnings from acquisitions and
the opening of new infusion pharmacies, the company is likely to
continue to face significant challenges within its remaining non-
core segment, PBM Services, following the pending sale of Home
Health.

The rating outlook is stable, and incorporates Moody's expectation
that the company will maintain a disciplined growth strategy and
financial policy. The stable outlook also reflects Moody's
expectation that BioScrip will achieve margin expansion as a
result of savings from eliminating cost redundancies and focusing
on higher margin therapies, and that the company's free cash flow
generation strengthens over the near-term.

The ratings could be downgraded if the company's key credit
metrics or liquidity profile further weakens. In addition, the
ratings could be downgraded if financial policies become more
aggressive or if free cash flow remains negative on a sustained
basis.


The ratings could be upgraded if the company achieves margin
expansion and EBITDA growth alongside a disciplined growth
strategy and financial policy. From a credit metrics perspective,
Moody's would need to see financial leverage (debt to EBITDA)
approaching 5.0 times and free cash flow to debt above 5% for an
upgrade to be considered.

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

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


BON-TON STORES: Morgan Stanley Stake Down to 4.5% as of Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Morgan Stanley and Morgan Stanley Capital
Services LLC disclosed that as of Dec. 31, 2013, they beneficially
owned 780,267 shares of common stock of Bon-Ton Stores, Inc.,
representing 4.5 percent of the shares outstanding.  Morgan
Stanley previously reported beneficial ownership of 1,225,501
common shares or 7.1 percent equity stake as of Dec. 31, 2012.  A
copy of the regulatory filing is available for free at:

                        http://is.gd/lHw0Fp

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 10 furniture galleries, in 25 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

For the 39 weeks ended Nov. 2, 2013, the Company reported a net
loss of $64.89 million.  The Company incurred a net loss of $21.55
million for the year ended Feb. 2, 2013, following a net loss of
$12.12 million for the year ended Jan. 28, 2012.  The Company's
balance sheet at Nov. 2, 2013, showed $1.80 billion in total
assets, $1.75 billion in total liabilities and $48.87 million in
total shareholders' equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BON-TON STORES: BlackRock Stake at 7.2% as of Dec. 31
-----------------------------------------------------
BlackRock, Inc., disclosed in a Schedule 13G filed with the U.S.
Securities and Exchange Commission that as of Dec. 31, 2013, it
beneficially owned 1,269,672 shares of common stock of Bon-Ton
Stores, Inc., representing 7.2 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/vUMLEp

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 10 furniture galleries, in 25 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

For the 39 weeks ended Nov. 2, 2013, the Company reported a net
loss of $64.89 million.  The Company incurred a net loss of $21.55
million for the year ended Feb. 2, 2013, following a net loss of
$12.12 million for the year ended Jan. 28, 2012.  The Company's
balance sheet at Nov. 2, 2013, showed $1.80 billion in total
assets, $1.75 billion in total liabilities and $48.87 million in
total shareholders' equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BONDS.COM GROUP: Long Ridge Plans to Submit Acquisition Proposal
----------------------------------------------------------------
Michel Daher, Abdallah Daher, Daher Bonds Investment Company, and
Mida Holdings disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that they are currently
reconsidering and evaluating all of their options with respect to
their investment in Bonds.com Group, Inc., and intend to have
discussions with the Company regarding a possible change of
control transaction or other business combination or refinancing
transaction involving the Company.

Accordingly, in a letter dated Jan. 27, 2014, Long Ridge Equity
Partners, LLC, on behalf of one or more funds managed by it and
its affiliates and on behalf of Mr. Michel Daher and one or more
of his affiliates, submitted an indication of interest to acquire
all capital stock of the Company.  Confidential Treatment has been
requested with respect to certain portions of the Letter.

"We have spent considerable time working with our advisors to
arrive at a fair and competitive value for the Company that is
compelling for the Company and its stockholders," Long Ridge
stated.  "We believe your stockholders are aware of, and fully
appreciate, the risks and challenges confronting the Company given
its current competitive environment and financial condition, and
will find the certainty in the value of our proposal to be highly
attractive.  We also are prepared to work with the Company to
structure the Transaction to minimize the period to closing."

The investment in the Company will be financed with committed
equity provided by Long Ridge Equity Partners I and affiliates
(including Mr. Michel Daher and other potential coinvestors from
Long Ridge's current LP base).  Long Ridge Equity Partners I had
its final close in February of 2013 with $100 million in capital
commitments, of which 34 percent currently invested or committed.

The exact form of the transaction contemplated by the Proposal has
not yet been determined, but it may take the form of a merger,
tender offer or other corporate transaction.  If such a
transaction is consummated, the Common Stock would no longer be
traded on the OTC Bulletin Board and the registration of the
Common Stock under Section 12 of the Exchange Act would be
terminated.

Michel Daher and his affiliates disclosed that as of Jan. 27,
2014, they beneficially owned 767,716 shares of common stock of
Bonds.com Group, Inc., representing 75.9 percent of the shares
outstanding.

Founded in 2007, Long Ridge Equity Partners is a private
investment firm focused on the financial services industry.
Leveraging deep sector knowledge and an extensive network of
industry resources, Long Ridge serves as a value-added partner to
high-growth financial services businesses.  Over the last decade,
Long Ridge's principals have sponsored some of the most successful
growth companies in the financial sector, providing strategic
resources and capital to drive profitable expansion.  Long Ridge
places a strong emphasis on partnership with management, focusing
heavily on aligned incentives through equity participation.

A full-text copy of the confidential letter is available at:

                       http://is.gd/x98JMG

                      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.


BR FESTIVALS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: BR Festivals, LLC
        P.O. Box 236
        Napa, CA 94559

Case No.: 14-10175

Chapter 11 Petition Date: February 5, 2014

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Hon. Alan Jaroslovsky

Debtor's Counsel: John H. MacConaghy, Esq.
                  MACCONAGHY AND BARNIER, PLC
                  645 1st St. W #D
                  Sonoma, CA 95476
                  Tel: (707) 935-3205
                  Email: macclaw@macbarlaw.com

Total Assets: $610,000

Total Liabilities: $4.51 million

The petition was signed by Gabe Meyers, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb14-10175.pdf


BRIGHTSTAR CORP: Moody's Hikes Sr. Unsecured Notes Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Brightstar
Corporation's senior unsecured notes to Ba1 from B1 based on
SOFTBANK CORP.'s unconditional guarantee of payment. Moody's also
withdrew Brightstar's corporate family and probability of default
ratings following completion of Softbank's acquisition of
approximately 57% ownership in Brightstar. The outlook is stable.

Moody's has taken the following rating actions:

Upgrades:

  Senior Unsecured Regular Bond/Debenture, Ba1-LGD4 64% from B1-
  LGD4 63% on Review for Upgrade

Outlook Actions:

  Outlook, Changed To Stable from Rating Under Review

Withdrawal

  Corporate Family Rating (CFR) WR, from Ba3 Review for Upgrade

  Probability of Default Rating (PDR) WR from Ba3-PD Review for
  Upgrade

Ratings Rationale

The acquisition improves Brightstar's credit profile with SoftBank
unconditionally and irrevocably guaranteeing Brightstar's rated
senior unsecured notes and by augmenting the company's cash
balances by approximately $150 million, before transaction related
fees and expenses. Due to the ongoing support that Moody's expects
SoftBank to provide to Brightstar, Moody's has withdrawn
Brightstar's Ba3 stand alone corporate family rating and the Ba3-
PD, probability of default rating, and moved its bond ratings
under SoftBank's CFR umbrella.

The capital contribution from Softbank improves Brightstar's near
term liquidity, which will aid the Company's strategy to broaden
its product and services portfolio beyond mobile distribution.
Brightstar has significant scale and presence as a global services
company providing distribution and diversified services to the
wireless telecommunications industry participants. Moody's expects
Brightstar to pick up distribution and diversified services from
SoftBank's portfolio companies and other telecom operators in the
US and around the world. In addition to the unconditional and
irrevocable guarantee, SoftBank will hold warrants which may
increase its ownership stake to approximately 70%, over the next
five years. Moody's currently expects Brightstar to retain its
management team, issue financial statements and operate as a
stand-alone subsidiary of SoftBank.

The rating of the Brightstar notes will depend on the senior
unsecured debt rating of SoftBank. Please refer to www.moodys.com
for the research on Softbank. SoftBank could face upward pressure
if, among other things, it continues to improve its profitability
and reduces leverage such that adjusted EBITDA margin stays above
35% and adjusted debt/EBITDA remains below 2.5x. In addition,
SoftBank will need to demonstrate a continued trend of excellent
liquidity and access to capital markets. Any upgrade will also be
dependent on the successful implementation of SoftBank's business
plan for Sprint and a reduction in potential support from
SoftBank.

Downward rating pressure could emerge if, among other things,
SoftBank's adjusted EBITDA margin falls below 30%, or if the
company's adjusted debt/EBITDA does not trend down to below 3x
from Moody's current expectation of between 3-4x for the coming
three years. A significant change in SoftBank's position in the
Japanese mobile communications market would also lead to negative
pressure, as would any significant acquisitions or share buybacks.

The principal methodology used in this rating was Global
Distribution & Supply Chain Services published in November 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Miami, Florida, Brightstar Corp. is a leading
global distributor of wireless handsets, smartphones, tablets and
their related accessories. The company is expanding beyond its
legacy value-added distribution business into complete line of
life cycle wireless device management, device insurance, supply
chain optimization, multi-channel retail, buy-back, trade-in,
reverse logistics, and cell phone and wireless device protection
and replacement. The company is 57%-owned by SOFTBANK Corp.


BROWNSVILLE MD: Disclosure Statement Lacks Info, Pineda Claims
--------------------------------------------------------------
Pineda Grantor Trust II, a secured creditor of Brownsville MD
Ventures, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Texas an objection to the Debtor's disclosure
statement, claiming that it lacks adequate information creditors
need to vote on the Debtor's Chapter 11 Plan of Reorganization.

As reported by the Troubled Company Reporter on Dec. 2, 2013, the
Debtor filed a Plan that contemplates a sale of the property by
the end of 2014 or, absent a sale, a transfer of the ownership of
the property to Pineda Grantor on the Outside Date free and clear
of all Liens claims and encumbrances except for the lien of
Cameron County.  According to the Disclosure Statement dated
Nov. 22, 2013, on the effective date of the Plan, the reorganized
Debtor will continue to be managed by Chester Gonzalez.

Pineda Grantor, in a filing dated Dec. 30, 2013, claims that the
Debtor fails to provide in its disclosure statement:

      (1) the name or even the mechanism for the appointment
          of the trustee of the Brownsville MD Ventures Equity
          Trust;

      (2) any information as to how the property will be marketed,
          including disclosing the name and compensation of any
          real estate Broker, if any, that will market the
          property;

      (3) any information as to who will decide when an offer made
          on the property will be pursued or accepted or even the
          criteria as to the acceptance of an offer;

      (4) adequate information of the expected cost to maintain
          the property while the property is being held in trust.


      (5) disclosure to whether the equity owners will contribute
          monies to allow the trust to pay expense associated with
          the property incurred post-confirmation

      (6) disclosure as to the contingency if the property's value
          is below the amount of Pineda Grantor's debt;

      (7) sufficient information as to estimated administrative
          fees that will likely be incurred through the
          confirmation of the Plan; and

      (8) information on how the Debtor will fund the likely cost
          of attorney fees and other administrative costs incurred
          post-confirmation either in the prosecution of avoidance
          claims, in the handling of any proposed sale of the
          property, or in representing the Trustee in
          administering the trust.

In a Jan. 9, 2014 court filing, unsecured creditors and claimants
in a Federal Warn Act Case claim that the Disclosure Statement
fails to provide adequate information necessary for creditors to
vote on the Plan.  Cary M. Toland, Esq., at the Law Office of Cary
M Toland PC, the attorney for the claimants, said in the filing
that, among other things, the "the disclosure at Section 5.04,
Discharge of Claims, purports to designate all pending litigation
including the pending federal lawsuit, as resolved and
restructured at the time of the effective date of this Plan.  This
description fails to fully inform Claimants or make it clear the
effects of this provision."

The attorney for the claimants can be reached at:

      LAW OFFICE OF CARY M TOLAND PC
      855 East Harrison Street
      Brownsville, Texas 78520
      Tel: (956) 544-4607
      Fax: (956) 541-2117
      E-mail: cary@carytolandlaw.com

                   About Brownsville MD Ventures

Brownsville MD Ventures, LLC, was formed in 2004 for the purpose
of acquiring real property and improvements in Brownsville, Texas.
The company leased the property to Brownsville Doctors Hospital,
LLC, which operated a hospital on the premises.  The tenant has
ceased operations, and the property has been vacant since August
2012.

Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas.
Chester Gonzalez, the managing member and the chairman of the
board of managers, signed the bankruptcy petition.

The Debtor disclosed $24 million in assets and $14.7 million in
liabilities in its schedules.

The Debtor's property was appraised by Compass Bank in July 2011
with a fair market value in excess of $20,000,000.  Pineda Grantor
Trust II, as assignee of Compass Bank (which provided a loan to
finance the acquisition of the property), is the secured lender.

Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin,
Texas, serves as the Debtor's counsel.  The Debtor tapped The
Rentfro Law Firm PLLC as special counsel to provide legal advice
regarding business matters.

Judge Richard S. Schmidt presides over the case.


BROWNSVILLE MD: Stay Modified, Property at Risk of Foreclosure
--------------------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas entered an agreed order modifying the
automatic stay filed by Brownsville MD Ventures, LLC's secured
creditor, Pineda Grantor Trust II.

The Court permitted Pineda Grantor to commence foreclosure steps
and to foreclose on the Debtor's real property located at 4750
North Expressway, Brownsville, Texas 78520, unless the Debtor
provides Pineda Grantor proof of insurance for the Property within
14 days from the entry of the Jan. 15 court order.  In the event
the Debtor does not obtain insurance for the Property by the
14th day, it will file a notice with the Court and serve that
notice on all creditors and parties in interest.  Should the
Debtor provide Pineda Grantor proof of insurance for the Property
within 14 days from the entry of the Jan. 15 court order, the
automatic stay will remain in effect and Pineda Grantor won't be
permitted to commence foreclosure steps and to foreclose on the
Property, absent further court order.

On Dec. 23, 2013, Pineda Grantor filed its motion to lift stay in
order for it to enforce its lien against the real property
described as Lot One (1), Block One (1), C.B.C SUBDIVISION NO. 2,
a subdivision in the City of Brownsville, Cameron County, Texas,
according to the map or plat thereof recorded in Cabinet 1, slot
1755-B, Map Records, Cameron County, Texas.  Prior to Dec. 23,
Pineda Grantor learned that the Debtor did not have insurance on
the Property.  Pineda Grantor's Dec. 23 motion sought to lift the
stay for cause based on the Debtor's failure to obtain insurance
on the property.

On Jan. 10, 2014, Pineda Grantor requested that the Court consider
on an emergency basis the Dec. 23 motion to lift stay it filed,
saying that its security interest is in peril because of the lack
of insurance.  Since the filing of the motion to lift stay, the
Debtor has been unable to obtain insurance and every day that
passes without insurance, creates an unnecessary risk that Pineda
Grantor's collateral could be significantly impaired.

The Debtor asked the Court on Jan. 13, 2014, to deny Pineda
Grantor's motion to lift stay because (i) the Court entered an
order on Jan. 9, 2014, permitting the Debtor to maintain the
status quo pending issuance of a replacement policy; and (ii) the
Debtor is in the process of obtaining a replacement policy for the
Property.  Kell C. Mercer, Esq., at Husch Blackwell LLP, the
attorney for the Debtor, stated in the Jan. 13 court filing that
"the Debtor has found an insurer willing to insure the Property,
has received a price quote for a replacement policy, and is making
arrangements to finance the premium payments for such replacement
policy.  The Debtor intends to seek approval, on an emergency
basis, for the financing of this replacement policy.  Once the
Debtor has obtained a replacement policy for the Property, Pineda
will be adequately protected."

Key Equipment Finance, Inc., also filed a response to Pineda
Grantor's stay motion on Jan. 13, 2014.  KEF has an interest in
the equipment located in the building on the real estate that is
the subject of Pineda Grantor's motion, and KEF wants to protect
its interest.  KEF said in its Jan. 13 court filing that it has a
joint motion with Wells Fargo Equipment Finance, Inc., and the
Debtor for entry of agreed order terminating automatic stay as to
equipment.  KEF asked that the Court take into consideration KEF's
interest in its personal property collateral, and for other and
further relief to which KEF may show itself entitled.

KEF is represented by:

      Mark A. Twenhafel, Esq.
      Walker & Twenhafel, L.L.P.
      McAllen, Texas 78502-3766
      Tel: (956) 687-6225 ext. 203
      Fax: (956) 686-1276
      E-mail: markt@rgvlawyers.com

                   About Brownsville MD Ventures

Brownsville MD Ventures, LLC, was formed in 2004 for the purpose
of acquiring real property and improvements in Brownsville, Texas.
The company leased the property to Brownsville Doctors Hospital,
LLC, which operated a hospital on the premises.  The tenant has
ceased operations, and the property has been vacant since August
2012.

Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas.
Chester Gonzalez, the managing member and the chairman of the
board of managers, signed the bankruptcy petition.

The Debtor disclosed $24 million in assets and $14.7 million in
liabilities in its schedules.

The Debtor's property was appraised by Compass Bank in July 2011
with a fair market value in excess of $20,000,000.  Pineda Grantor
Trust II, as assignee of Compass Bank (which provided a loan to
finance the acquisition of the property), is the secured lender.

Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin,
Texas, serves as the Debtor's counsel.  The Debtor tapped The
Rentfro Law Firm PLLC as special counsel to provide legal advice
regarding business matters.

Judge Richard S. Schmidt presides over the case.


BUILDERS GROUP: Court Converts Bankruptcy Case to Chapter 7
-----------------------------------------------------------
The Hon. Enrique S. Lamoutte of the U.S. Bankruptcy Court for the
District of Puerto Rico has converted the Chapter 11 bankruptcy
case of Builders Group & Development Corp. to one under Chapter 7
of the Bankruptcy Code.

As reported by the Troubled Company Reporter on Dec. 2, 2013,
CPG/GS NPL LLC sought for the dismissal of the Debtor's case or
its conversion to one under Chapter 7, asserting that the Debtor
has no equity in CPG/GS' collateral, nor does it have any
prospects for reorganization.  CPG/GS did not consent to the
Debtor's use of its cash collateral, and the Court had not allowed
the Debtor to use the same.

Cupey Bowling & Entertainment Center, Inc., a party-in-interest to
the restructuring case, on Nov. 13 filed a joinder to CPG/GS'
motion to convert case, stating the present condition of the Cupey
Mall is one of extreme deterioration of the physical plant which
threatens the health of tenants, its employees and customers
alike.

On Nov. 27, 2013, Court entered the opinion and order granting
CPG/GS' motion for relief from stay upon a finding, among others,
that there is "no reasonable possibility of reorganization within
a reasonable time."  The Debtor filed on Dec. 11, 2013, a motion
asking the Court to reconsider its decision.  The Debtor asserted
in its filing that numerous errors caused the Court to grant
CPG/GS relief from the automatic stay.  According to the Debtor,
CPG/GS was allowed to present its appraisal after it failed to
produce it until essentially the morning of the hearing, having
filed it on Friday evening at 8:12 p.m. for a Monday morning
hearing.  The Debtor believed that the Court should have denied
the motion for relief outright for failure to comply with the
Local Bankruptcy Rules.

According to the Debtor, the Mall was generating enough rental
income to cover both monthly adequate protection payments to
CPG/GS and cover the Debtor's expenses.  "But, the periodic cash
payments offered, are to guarantee CPG's receipt of whatever
amount the Court determines to be adequate and otherwise, to be
used for necessary maintenance and repairs.  If the Court
determined that the offered guarantee covered less than ten months
of adequate protection, so be it.  The Court was invited to
determine the amount that would be required, if the offer was
determined to be inadequate, and has declined, even though CPG has
never indicated that the amount offered is inadequate, per se,
only that Builders does not generate sufficient receipts," the
Debtor stated.

On Dec. 30, 2013, CPG/GS responded, calling the Debtor's motion
for reconsideration of order granting relief from stay "a legally
impermissible attempt to relitigate the same issues which have
already been presented to this Honorable Court, and which this
Court, after substantial effort, ruled against the Debtor."
CPG/GS said in its Dec. 30, 2013 filing that the Debtor's untimely
arguments fail to establish any qualified circumstance which merit
reconsideration, and which cause are solely and exclusively
attributable to Debtor's conscious decisions in the handling and
strategic management of the instant case.

CPG/GS is represented by:

      O'NEILL & BORGES, LLC
      Hermann D. Bauer, Esq.
      Nayuan Zouairabani, Esq.
      David P. Freedman, Esq.
      American International Plaza
      250 Munoz Rivera Avenue, Suite 800
      San Juan, Puerto Rico 00918-1813
      Tel: (787) 764-8181
      Fax: (787) 753-8944
      E-mail: hermann.bauer@oneillborges.com
              nayuan.zouairabani@oneillborges.com
              David.Freedman@oneillborges.com

                       About Builders Group

Builders Group & Development Corp. owns and manages the Cupey
Professional Mall, a shopping center located in Cupey, Puerto
Rico.  The Company sought Chapter 11 protection (Bankr. D.P.R.
Case No. 13-04867) on June 12, 2013, in San Juan, Puerto Rico, its
home-town.  The company sought bankruptcy on the eve of a
foreclosure sale of its property.  The Debtor estimated at least
$10 million in assets and liabilities in its petition.  The Debtor
is represented by Kendra Loomis, Esq. at G A Carlo-Altieri &
Associates.  Jose M. Monge Robertin, CPA, and Monge Robertin &
Asociados Inc. serve as the Debtor's CPA/Insolvency and
Restructuring Advisor.


CAMCO FINANCIAL: Posts $7.8 Million Net Earnings in 2013
--------------------------------------------------------
Camco Financial Corporation reported net earnings of $7.83 million
on $27.91 million of total interest income for the 12 months ended
Dec. 31, 2013, as compared with net earnings of $4.16 million on
$31.62 million of total interest income for the 12 months ended
Dec. 31, 2012.

Net earnings were $0.5 million, or $0.03 per diluted share, for
the three months ended Dec. 31, 2013, versus $2.8 million, or
$0.26 per diluted share, for the same period in 2012.

As of Dec. 31, 2013, the Company had $774.38 million in total
assets, $704.13 million in total liabilities and $70.24 million in
stockholders' equity.

James E. Huston, president and CEO, said, "Our full-year 2013
financial results represent the highest amount of net earnings
since 2005 and also reflect the progress we have achieved during
the past several years to return Advantage Bank to a sound
financial position.  During this period credit quality has
significantly improved, noninterest income is more diversified and
our balance sheet is much stronger.  Underscoring these
achievements, on November 1, 2013, we announced the termination of
the consent order by federal and state regulators related to
Advantage Bank."

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

                       http://is.gd/Jdd09D

                       About Camco Financial

Cambridge, Ohio-based Camco Financial Corporation is a bank
holding company that was organized under Delaware law in 1970.
Camco is engaged in the financial services business in Ohio,
Kentucky and West Virginia, through its wholly-owned subsidiary,
Advantage Bank, an Ohio bank.  On March 31, 2011, Camco divested
activities related to Camco Title Agency and decertified as a
financial holding company.  Camco remains a bank holding company
and continues to be regulated by the Federal Reserve Board.

Plante & Moran PLLC, in Auburn Hills, Michigan, in their report on
the consolidated financial statements for the year ended Dec. 31,
2012, noted that the Corporation's bank subsidiary is not in
compliance with revised minimum regulatory capital requirements
under a formal regulatory agreement with the banking regulators,
and that failure to comply with the regulatory agreement may
result in additional regulatory enforcement actions.

Camco's wholly-owned subsidiary Advantage Bank's Tier 1 capital
does not meet the requirements set forth in the 2012 Consent
Order.  As a result, the Corporation will need to increase capital
levels.

The Corporation reported net earnings of $4.2 million on net
interest income (before provision for loan losses) of
$23.9 million in 2012, compared with net earnings of $214,000 on
net interest income of $214,000 on net interest income (before
provision for loan losses) of $25.9 million in 2011.


CARAUSTAR INDUSTRIES: Moody's Assigns B2 Rating on Add-on Loan
--------------------------------------------------------------
Moody's Investors Service changed the outlook on Caraustar
Industries Inc. to negative from stable following the company's
announcement that it will issue a one time shareholder dividend of
roughly $80 million, financed by an add-on of an equal amount to
its existing senior secured term loan facility. Moody's affirmed
Caraustar's Corporate Family Rating (CFR) at B2 along with the
existing B2 rating on the company's Senior Secured Term Loan due
2019, and the existing Ba2 rating on its Senior Secured ABL
Revolving Credit Facility. At the same time, Moody's assigned a B2
rating to the $80 million add-on to the existing term loan.
Caraustar was first assigned public ratings in April 2013, when it
was acquired by a private investment firm H.I.G. Capital from
Wayzata Investment Partners for approximately $470 million.

Ratings Rationale

The negative outlook reflects the increase in leverage and
weakening of the credit profile following the debt-financed
dividend. Moody's estimate that pro-forma for the transaction, the
company's Debt/ EBITDA as of the end of 2013 and incorporating
Moody's standard adjustments, stood at roughly 5.5x.

Caraustar's B2 corporate family rating reflects concentration in
paper packaging products and its relatively small size, as well as
its limited operating history following its emergence from Chapter
11 bankruptcy in mid-2009. The company is concentrated in one
product segment - the production of packaging papers and related
products, including recycled fiber, uncoated and coated recycled
paperboard, folding cartons and tubes and cores. Caraustar's mills
and converting plants are located throughout North America. In
2013, the company generated approximately $730 million in
revenues.

Caraustar generates relatively strong and stable EBITDA margins
(expected to track at 12% - 13%, as adjusted, over the next 12-18
months), which is a function of the company's integrated business
model, as well as relatively stable, diversified end markets,
including both industrials (e.g., housing, paper mills, textiles
and film), as well as consumer packaging (predominantly food and
beverage). The company's recovered paper division supplies 100% of
the fiber needed for internal paperboard production and sells
roughly 70% of its fiber to third parties. That said, only 15% of
the company's recovered fiber is physically processed internally;
the rest is procured from third parties, which leaves the company
exposed to OCC price volatility. Given our expectation of upward-
creeping OCC prices and energy costs, the company's margins could
come under pressure.

Caraustar's six uncoated recycled board (URB) mills supply roughly
90% of internal needs at the tube and core converting plants,
while 60% of the uncoated board is sold to third parties. The
company's folding carton converting facilities source a
significant percentage of paper needs externally. Most of the
company's mills have dual energy source, including access to low-
cost natural gas.

While the company has efficient, relatively low cost operations
with a diverse product mix, it must compete against larger and
better capitalized rivals such as Sonoco Products Company (Baa2,
Stable), Rock Tenn Company (Baa3, Stable), and Graphic Packaging
(Ba2, Stable), which dominate the recycled paperboard market.

The company's ownership structure, and the potential for further
shareholder-friendly activities or leveraging transactions, is a
constraining factor for the ratings. Moody's note that following
the announced dividend, H.I.G. Capital will return a lion share of
its original investment of roughly $120 million, not counting
management fees.

Moody's expect that Caraustar's cash generation and leverage
metrics will map in the high-B range over the next twelve to
eighteen months, with Debt/ EBITDA, as adjusted, expected to be in
the 5x - 6x range. Moody's standard adjustments to debt include
pensions and operating leases.

The Ba2 rating on the ABL revolving credit facility and B2 rating
on the first lien term loan reflect their relative seniority
position with the ABL secured by a first lien on all current
assets and a second lien on all non-ABL collateral and the term
loan secured with a first on all non-working capital assets and a
second on the balance.

Although an upgrade is unlikely at this time, the ratings outlook
could be stabilized if Debt/EBITDA is expected to track towards 5x
while RCF-Capex/Debt is sustained above 3%. The ratings could be
downgraded if the company's margins contract or if liquidity
deteriorates. Specifically, a downgrade would be considered if
Debt/EBITDA increases above 6.0x on a sustained basis or if RCF-
Capex/Debt turns negative.

The principal methodology used in this rating was the Global Paper
and Forest Products Industry published in October 2013. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009..

Caraustar Industries, Inc. is an integrated manufacturer of 100%
recycled paperboard and converted paperboard products. Caraustar
serves the four principal recycled boxboard product end-use
markets: tubes and cores; folding cartons; gypsum facing paper and
specialty paperboard products. The company is based in Austell,
Georgia and had revenues of over $730 million in 2013.


CAPITOL BANCORP: Liquidating Plan Declared Effective Feb. 3
-----------------------------------------------------------
Capitol Bancorp Ltd., disclosed in a regulatory filing with the
Securities and Exchange Commission that, following an uncontested
confirmation hearing on Jan. 21, 2014, the U.S. Bankruptcy Court
for the Eastern District of Michigan, Southern Division, on
Jan. 29, 2014, entered an order confirming the Amended Joint
Liquidating Plan of Capitol Bancorp Ltd. and debtor-affiliate
Financial Commerce Corporation, as modified to include certain
immaterial modifications, which did not require resolicitation of
voting on the Plan, as provided in the Confirmation Order.

The Debtors were able to resolve all objections to the Plan and,
notwithstanding that only Capitol's Class 3 voted to accept the
Plan, the Plan was confirmed through satisfaction of the "cram
down" requirements of Bankruptcy Code Sec. 1129(b).  The Plan has
an Effective Date of February 3, 2014.

As of December 31, 2013, Capitol had 41,171,479 shares of common
stock, no par value per share outstanding.

                     Classification of Claims

The Plan places holders of all Claims and Equity Security
Interests, except for Administrative Claims and Priority Tax
Claims, in separate classes, for all purposes under the Plan,
including voting.

                       Classified Claims and
                     Equity Security Interests
                         for Capitol Bancorp

Class 1 - Senior Note Claims:  Class 1 consists of all Senior Note
Claims, which are Impaired by the Plan.  Holders of Class 1 Senior
Note Claims voted to reject the Plan.

Class 2 - Trust Preferred Securities Claims: Class 2 consists of
all Trust Preferred Securities Claims, which are Impaired by the
Plan.  Holders of Class 2 Trust Preferred Securities Claims voted
to reject the Plan.

Class 3 - Other Priority Claims: Class 3 consists of all Claims
entitled to priority under Section 507(a) of the Bankruptcy Code
other than Priority Tax Claims and Administrative Claims.  The
rights of each Priority Creditor are Impaired by the Plan.
Holders of Class 3 Other Priority Claims were the only voting
Class that voted to accept the Plan.

Class 4 - General Unsecured Claims: Class 4 consists of all Claims
that are not Administrative Claims, Senior Note Claims, Trust
Preferred Securities Claims, Secured Claims, Impaired Claims,
Other Priority Claims or Priority Tax Claims.  The rights of each
Holder of an Allowed General Unsecured Claim are Impaired by the
Plan.  Holders of Class 4 General Unsecured Claims voted to reject
the Plan.

Class 5 - Company's Series A Preferred Stock: Class 5 consists of
all of the Company's Series A Preferred Stock Equity Security
Interests in Capitol.  The Company's Series A Preferred Stock
Equity Security Interests are Impaired by the Plan.  Holders of
Class 5 Company's Series A Preferred Stock Equity Security
Interests were not solicited for voting purposes and were deemed
to have rejected the Plan.

Class 6 - Company's Common Stock: Class 6 consists of all of the
Company's Common Stock Equity Security Interests in Capitol.  The
Company's Common Stock Equity Security Interests are Impaired by
the Plan.  Holders of Class 6 Company's Common Stock Equity
Security Interests were not solicited for voting purposes and were
deemed to have rejected the Plan.

Class 7 - Intercompany Claims: Class 7 consists of Claims that
would otherwise be General Unsecured Claims but for the fact that
they are owed by Capitol to FCC.  Holders of Class 7 Intercompany
Claims are Impaired by the Plan.  No ballots were cast by holders
of Class 7 Intercompany Claims.

                       Classified Claims and
                     Equity Security Interests
                      for Financial Commerce

Class 1 - Intercompany Claims: Class 1 consists of all
Intercompany Claims against FCC.  Class 1 Intercompany Claims
against FCC are Impaired by the Plan.  No ballots were cast by
Holders of Class 1 Intercompany Claims.

Class 2 - FCC's Equity Security Interests: Class 2 consists of the
Equity Security Interests in FCC.  Class 2 Equity Security
Interests in FCC are Impaired by the Plan.  No ballots were cast
by Holders of Class 2 Equity Security Interests in FCC.

The Debtors are unable to estimate a recovery for any of the
Classes of Claims and Equity Security Interests of Capitol or FCC.
The extent of such recovery, if any, will be dependent on the
results of the Sale Process and/or Reorganization.  To the extent
the Sale Process and/or Reorganization results in Proceeds or
other value, which any Bank Regulators may, to the extent of their
authority, have the power to restrict and permit the Debtors to
distribute in furtherance of the Plan, such distribution(s), if
any, shall be made upon completion of the Sale Process and
liquidation of any remaining assets of the Debtors' Estates
pursuant to the provisions of the Liquidating Trust (assuming no
Reorganization) or forthwith upon the closing effecting the
Reorganization, and in the following order of priorities: (i) pro
rata to pay Administrative Creditors; (ii) pro rata to pay
Priority Creditors; (iii) pro rata to pay General Unsecured
Creditors, Allowed Senior Note Claims and Allowed Trust Preferred
Securities Claims; provided, however, that Holders of Allowed
Trust Preferred Securities Claims shall be deemed to have
contributed any and all pro rata distributions to which they would
otherwise be entitled to the payment of Allowed Senior Note Claims
until such time, if any, as Holders of Allowed Senior Note Claims
have been paid in full.  The Debtors do not expect any recovery in
respect of Equity Security Interests, which will be canceled on
the Effective Date.

Following are the categories of Unclassified Claims:

Administrative Claims Other Than Fee Claims: The rights of each
Holder of an Allowed Administrative Claim are Unimpaired by the
Plan.  Each Holder of an Allowed Administrative Claim shall
receive Cash equal to the unpaid portion of its Allowed
Administrative Claim on the date on which its Allowed
Administrative Claim becomes payable under applicable law or any
agreement relating thereto.  Persons asserting the right to
payment of an unpaid Administrative Claim arising prior to
Confirmation must file and serve on the Debtors and such other
Persons who are designated by the Bankruptcy Rules, the
Confirmation Order, or other Order of the Court an application for
final allowance of such Administrative Claim no later than 45 days
after the Effective Date.

Fee Claims: Professionals or other Persons asserting a Fee Claim
for services rendered before the Confirmation Date must file and
serve on the Debtors and such other Persons who are designated by
the Bankruptcy Rules, the Confirmation Order, or other order of
the Court, an application for final allowance of such Fee Claim no
later than 45 days after the Effective Date.  Objections to any
Fee Claim must be filed and served on the Debtors and the
requesting party by 30 days after the filing of the applicable
request for payment of the Fee Claim.

Priority Tax Claims:  The rights of each Priority Tax Creditor are
Unimpaired by the Plan.  Each Priority Tax Creditor shall receive
Cash equal to the unpaid portion of its Allowed Priority Tax Claim
on the date on which its Allowed Priority Tax Claim becomes
payable under applicable law or any agreement relating thereto.
There are also certain provisions regarding agreements between the
Debtors and the Michigan Department of Treasury and the IRS
relating to, among other things, the applicable interest rate on
taxes, curing or waiving defaults, and limiting the scope of
exculpation.

                          Sale to Talmer

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

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

Capitol, FCC and Talmer, owned by Wilbur Ross, entered into a
Stock Purchase Agreement on October 11, 2013, to sell, assign and
transfer to Talmer: (i) all of the issued and outstanding shares
of common stock of the Surviving Bank; (ii) all bank related
contracts; (iii) all right, title and interest to any proceeds
received or to be received after December 31, 2012 related to any
such contract; (iv) all of the trademarks and service marks
registered to Capitol; and (v) certain other assets of Capitol and
FCC for a cash purchase price of $4.0 million.

Talmer also agreed to make an equity contribution into the
Surviving Bank at closing in the amount of up to $90 million and
to pay $2.5 million of certain post-petition administrative fees
and expenses incurred in Capitol and FCC's bankruptcy cases, and
with respect to any contract or agreement to which Capitol or FCC
is a party, pay the amount required to be paid with respect to
such contract or agreement to cure all monetary defaults under
such contract or agreement to the extent required by Section
365(b) of Chapter 11 of the Bankruptcy Code.

               Implementation of the Confirmed Plan

The confirmed Plan includes the creation and operation of a
Liquidating Trust.  The Liquidating Trust shall become effective
on the Effective Date. On the Effective Date, the Debtors shall
contribute the following assets to the Liquidating Trust: (i) the
Debtors' or Estates' share of the proceeds of the sale of certain
of the Debtors' subsidiary banks to Talmer Bancorp, Inc., which
sale was approved previously by Bankruptcy Court order, (ii) all
causes of action belonging to the Debtors, including causes of
action against directors, officers and Insiders of the Debtors,
(iii) that certain loan owned by either or both of the Debtors
secured by real property in the Lansing, Michigan area and in the
approximate amount of $446,008.04, which amount includes principal
and accrued but unpaid interest, (iv) upon request of the
Liquidation Trustee, copies of, or access by the Liquidation
Trustee and his agents to, the Debtors' books, records, and files,
and (v) all other assets of the Debtors, except (a) the Debtors'
cash on hand in excess of the proceeds of the sale to Talmer (but
only up to a maximum of $1,500,000,), (b) furniture, fixtures and
equipment, (c) the Debtors' indirect ownership interest in Summit
Bank of Kansas City ("Summit Bank"), and (d) other assets of the
Debtors reasonably required by the Debtors to operate during the
period of the Wind Down Budget (January 21, 2014 - July 21, 2014)
(e.g., software and other intellectual property, and the Debtors'
books, records and files).

Once the sum of the Debtors' cash on hand as of January 21, 2014
plus cumulative cash receipts during the period of the Wind Down
Budget (not including Debtors' or Estates' share of the proceeds
of the sale to Talmer, the proceeds of the sale of Summit Bank,
the $160,000 funded by the Debtors pursuant to Article XIII.N of
the Plan and any amounts received by the Debtors as pay agent or
payor for any present or former non-debtor subsidiary banks)
exceeds $1,500,000, the Debtors shall pay any amounts in excess of
the $1.5 Million Threshold to the Liquidating Trust no later than
the 15th day of each month following the month in which such
proceeds are received, provided that the failure to do so will not
impair any release or exculpation provision of the Plan or the
Settlement Agreement dated as of December 31, 2013 by and among
Capitol Bancorp Ltd. and Financial Commerce Corporation and the
Official Committee of Unsecured Creditors of Capitol Bancorp Ltd.,
et al., provided, further, that in the event that the Debtors fail
to timely turnover any amounts in excess of the $1.5 Million
Threshold, the Liquidating Trustee may file an action for turnover
of such funds and the Debtors will not oppose expedited
consideration of such action.

The proceeds of the sale of Debtors' indirect interest in Summit
Bank shall be contributed to the Liquidating Trust within five
business days after the Debtors' receipt of such proceeds.  The
Debtors shall use commercially reasonable efforts to liquidate
their indirect ownership interest in Summit Bank and shall file a
motion pursuant to section 363 of the Bankruptcy Code for
authorization to sell such interest in Summit Bank (and shall
provide notice of such motion to the Liquidation Trustee and other
parties that have requested notice in the Chapter 11 Cases).
Assets (or proceeds thereof) not contributed to the Liquidating
Trust on the Effective Date shall be contributed to the
Liquidating Trust as soon as reasonably practicable after they are
no longer necessary for the Wind Down or are liquidated by the
Debtors.  Except as provided in this paragraph, the Debtors shall
not be required to contribute any cash or assets to the Trust.
Notwithstanding anything to the contrary in the Liquidating Trust
or the Plan, no cash or other assets (or proceeds of such other
assets, including proceeds of causes of action) contributed to the
Liquidating Trust at any time shall thereafter be available for or
used to pay Administrative Claims, Fee Claims, Priority Tax
Claims, post-Confirmation expenses of the Debtors, or claims of
the Debtors' or Committee's Case Professionals for fees and
expenses.

Although the Plan does have a Toggle Option, whereby prior to, or
during, the Sale Process, the Debtors may convert from a
liquidation to a Reorganization, provided that certain conditions
specified in the Plan are satisfied, it is not contemplated that
the Toggle Option will be implemented.  Moreover, the Liquidation
Trustee has the right to veto the implementation of any Toggle
Option that the Debtors may propose.

As of the Effective Date, all assets other than those included in
the Bankruptcy Court-approved budget were transferred to the
Liquidating Trust.

Effective upon the later to occur of (a) Sept. 30, 2014 and (b)
one Business Day after the closing of the sale of the Debtors'
indirect ownership interest in Summit Bank of Kansas City, the
Debtors shall be automatically dissolved pursuant to the Michigan
Business Corporation Act and applicable nonbankruptcy law without
the need for approval of any shareholders of the Debtors or
further order of the Bankruptcy Court.  Upon the Effective Date,
Cristin K. Reid, Corporate President of the Debtors, is authorized
take all actions for and on behalf of the Debtors, relating to the
Wind Down and dissolution of the Debtors, that may otherwise
require approval of the shareholders of the Debtors.

                        Periodic Reporting

Capitol intends to file a Form 15 with the Securities and Exchange
Commission to provide notice of the suspension of its reporting
obligation under Section 15(d) of the Securities Exchange Act of
1934, as amended.  Upon filing a Form 15, Capitol will immediately
cease filing any further periodic reports under the Exchange Act.

                     Material Modification to
                    Rights of Security Holders

Pursuant to the Plan, all issued and outstanding securities of
Capitol will automatically be cancelled on the Effective Date and
the holders of such securities will be entitled to distributions
only to the extent provided for in the Plan in respect of such
securities.

                     About Capitol Bancorp

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

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

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

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

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


CELL THERAPEUTICS: BlackRock Stake at 5.9% 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 8,653,975 shares of common stock of
Cell Therapeutics Inc. representing 5.9 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/yUUcEH

                      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.


CELL THERAPEUTICS: GOG Ends Patient Enrollment Clinical Trial
-------------------------------------------------------------
The Gynecologic Oncology Group informed Cell Therapeutics, Inc.,
it has completed patient enrollment in the GOG-0212 Phase 3
clinical trial of investigational agent paclitaxel poliglumex
(OpaxioTM) as maintenance therapy in ovarian cancer.

"Although initial treatment is effective in putting this disease
in remission, there is a high relapse rate for patients with
ovarian cancer and there are limited treatment options when their
cancer returns," said Larry J. Copeland, M.D., Department of
Obstetrics and Gynecology, Ohio State University Comprehensive
Cancer Center, Group Vice Chair of the GOG and chair of the GOG-
0212 study.  "This study was designed to investigate whether
Opaxio when used in a maintenance setting could keep these women
in remission and as a result extend the lives of these patients.
We are very pleased to have completed enrollment in this important
study."

"This is a significant achievement for the GOG being the largest
maintenance study for patients with ovarian cancer ever conducted
having enrolled 1,150 patients," said James A. Bianco, M.D.,
president and CEO of CTI.  "There is a significant unmet need in
keeping a patient's cancer from returning following initial
treatment, and we are hopeful that Opaxio has the potential to
serve this role in ovarian cancer."

The trial is being conducted and managed by the GOG, which is one
of the National Cancer Institute's (NCI) funded cooperative cancer
research groups focused on the study of gynecologic malignancies.

The GOG-0212 study is a randomized, multicenter, open label Phase
3 trial of either monthly Opaxio or paclitaxel for up to 12
consecutive months compared to surveillance among women with
advanced ovarian cancer who have no evidence of disease following
first-line platinum-taxane based therapy.  For purposes of
registration, the primary endpoint of the study is overall
survival of patients treated with Opaxio compared to no
maintenance therapy. Secondary endpoints are progression-free
survival, safety and quality of life.  The statistical analysis
plan calls for up to four interim analyses and one final analysis,
each with boundaries for early closure for superior efficacy or
for futility.  The first interim analysis was conducted in January
2013, which passed the futility boundary and continued with no
changes.  Additional information about GOG-0212 may be found at
www.clinicaltrials.gov, study ID NCT00108745.

                      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.


CHARTER COMMUNICATIONS: Fitch Affirms 'BB-' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' Issuer Default Rating (IDR)
assigned to CCO Holdings, LLC (CCOH) and Charter Communications
Operating, LLC (CCO).  Each of CCOH and CCO are indirect wholly
owned subsidiaries of Charter Communications, Inc. (Charter).
Fitch has also affirmed the specific issue ratings assigned to
Charter's various subsidiaries.  The Rating Outlook for all of
Charter's ratings is Stable.  Approximately $14.4 billion of debt
(principal value) outstanding as of Sept. 30, 2013 is affected by
Fitch's action.

Key Rating Drivers:

-- Growing free cash flow generation improving Charter's overall
   financial flexibility within the current ratings;

-- Fitch anticipates that Charter's credit profile will strengthen
   during 2014 with consolidated leverage declining to 4.6x by the
   end of 2014;

-- Market share focused operating strategy is strengthening
   Charter's operating profile;

-- Event risks related to Charter's potential participation in
   cable industry consolidation are elevated.

Changes to Charter's operating strategies currently implemented by
management are expected to further improve Charter's operating
profile and strengthen the company's overall competitive position
in the market.  The market share driven strategy, which is focused
on enhancing the overall competitiveness of Charter's video
service and executing on its all-digital infrastructure, is
improving subscriber metrics, growing revenue and ARPU trends,
stabilizing operating margins and increasing free cash flow
generation.

The company's all-digital conversion initiative along with
anticipated enhancements to the user interface, expected to be
largely completed by the end of 2014, will certainly improve the
video service offering and lead to lower video subscriber churn in
Fitch's estimation.  Fitch anticipates these initiatives will
alleviate residential video subscriber losses and increase triple-
play service penetration while boosting video service ARPU, which
will position the company to accelerate revenue growth during
2014.

Event risks related to Charter's participation in cable industry
consolidation are elevated.  A potential merger agreement between
Charter and Time Warner Cable, Inc. (TWC) could have negative
rating implications for Charter.  TWC's board of directors
unanimously rejected Charter's most recent informal cash and stock
offer of $132.50 per share setting the stage for a more public
negotiation which potentially can lead to a change in the price or
consideration mix.  Fitch estimates the cash requirements related
to Charter's proposal total approximately $23.3 billion (excluding
any potential cash contribution from Liberty Media).

Assuming Charter debt finances its entire cash requirement related
to its proposal, Fitch believes the pro forma debt of the combined
entity would approximate $62.6 billion translating to pro forma
leverage of 5.8x before consideration of any potential cost or
operating synergies (based on data as of Sept. 30, 2013).  Fitch
has previously indicated that negative rating actions would likely
coincide with a transaction that increases leverage beyond 5.5x in
the absence of a credible deleveraging plan.  Fitch further notes
that additional rating considerations including but not limited to
financial strategy and capital structure policy, operating
strategy and expectations as well as execution risks will also
weigh on any potential rating action.

Charter's debt structure has evolved into a more traditional hold-
co/op-co structure, with senior unsecured debt issued by CCOH and
senior secured debt issued by CCO.  Total debt outstanding as of
Sept. 30, 2013 was approximately $14.4 billion (principal value),
of which 28% was secured.  Total debt increased 11.1% relative to
year-end 2012 largely attributable to the acquisition of Bresnan
Broadband Holdings.  Management's leverage target remains between
4x and 4.5x.  The Bresnan Broadband Holdings LLC acquisition
completed during July 2013 slowed the pace of the improvement
expected in Charter's credit profile.  Fitch anticipates Charter's
leverage will remain within the expectations for the rating and
approximate 5x at the end of 2013 before declining somewhat to
4.6x by the end of 2014.  Consolidated leverage was 5.15x as of
the LTM period ended Sept. 30, 2013 reflecting an increase from
4.75x as of year-end 2012.

Fitch regards Charter's liquidity position and overall financial
flexibility as satisfactory given the rating category. Charter's
financial flexibility will improve in step with the growth of free
cash flow generation.  Charter generated $340 million of free cash
flow during the LTM period ended Sept. 30, 2013 reflecting a 160%
increase relative to free cash flow generated during the year
ended Dec. 31, 2012.  Fitch anticipates that free cash flow
generation will exceed $400 million annually during the current
ratings horizon with free cash flow as a percent of lease adjusted
debt exceeding 3.5% by year-end 2015 when stronger operating
margins return.

The company's liquidity position is primarily supported by
available borrowing capacity from its $1.3 billion revolver and
anticipated free cash flow generation.  Commitments under the
company's revolver will expire on April 22, 2018.  As of Sept. 30,
2013, approximately $978 million was available for borrowing.
Charter has done a good job of extending its maturity profile as
only 4% of outstanding debt matures before 2017, including $414
million and $65 million during 2014 and 2015, respectively.  Fitch
believes that Charter has the financial flexibility to retire
near-term maturities with cash on hand and future free cash flow,
however, Fitch anticipates that Charter will refinance the CCOH
maturity ($350 million) scheduled during 2014.

Outside of an event driven merger and acquisition activity, rating
concerns center on Charter's elevated financial leverage (relative
to other large cable MSOs), and a comparatively weaker subscriber
clustering and operating profile.  Moreover, Charter's ability to
adapt to the evolving operating environment while maintaining its
relative competitive position given the challenging competitive
environment and soft housing and employment trends remains a key
rating consideration.  Considering the mature nature of video
services and growing penetration of high speed data services,
Charter's ability to grow consumer revenues while maintaining
operating margins also remains a concern.

Rating Sensitivities:

-- Positive rating actions would be contemplated as leverage
   declines below 4.5x;

-- The company demonstrates progress in closing gaps relative to
   its industry peers on service penetration rates and strategic
   bandwidth initiatives;

-- Operating profile strengthens as the company captures
   sustainable revenue and cash flow growth envisioned when
   implementing the current operating strategy.

-- Fitch believes negative rating actions would likely coincide
   with a leveraging transaction or the adoption of a more
   aggressive financial strategy that increases leverage beyond
   5.5x in the absence of a credible deleveraging plan;

-- Adoption of a more aggressive financial strategy;

-- A perceived weakening of Charter's competitive position or
   failure of the current operating strategy to produce
   sustainable revenue and cash flow growth along with
   strengthening operating margins.

Fitch has affirmed the following ratings with a Stable Outlook:

CCO Holdings, LLC

-- IDR at 'BB-';
-- Senior secured term loan at 'BB+';
-- Senior unsecured debt at 'BB-'.

Charter Communications Operating, LLC

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


CHEBOYGAN LUMBER: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Cheboygan Lumber Company
           dba St. Ignace Do-It Center
           dba Mackinaw Building Center
        829 N. Huron Street
        Cheboygan, MI 49721

Case No.: 14-20232

Chapter 11 Petition Date: February 6, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Bay City)

Judge: Hon. Daniel S. Opperman

Debtor's Counsel: Adam Daniel Bruski, Esq.
                  LAMBERT, LESER, ISACKSON, COOK & GIUNTA, P.C.
                  916 Washington Avenue, Suite 309
                  Bay City, MI 48708
                  Tel: 989-893-3518
                  Email: abruski@lambertleser.com

                       - and -

                  Susan M. Cook, Esq.
                  LAMBERT, LESER, ISACKSON, COOK & GIUNTA, P.C.
                  916 Washington Avenue, Suite 309
                  Bay City, MI 48708
                  Tel: 989-893-3518
                  Email: smcook@lambertleser.com

Total Assets: $2.14 million

Total Debts: $1.90 million

The petition was signed by Roy A. Schryer, president.

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


CHEVAL GOLF CLUB: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Cheval Golf Club, LLC, Debtor
        545 Frederica Lane
        Dunedin, FL 34698

Case No.: 14-01346

Chapter 11 Petition Date: February 6, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Hon. Rodney May

Debtor's Counsel: Christopher C. Todd, Esq.
                  MCINTYRE, PANZARELLA, THANASIDES, ET AL
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: 813-899-6059
                  Fax: 813-899-6069
                  Email: chris@mcintyrefirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Sheeks, manager.

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


CITIZENS DEVELOPMENT: Calif. Agency Balks at Amended Plan
---------------------------------------------------------
The California State Board of Equalization objects to the First
Amended Chapter 11 Plan of Reorganization filed by Citizens
Development Corporation with the U.S. Bankruptcy Court for the
Southern District of California, saying that the Debtor's Plan is
unconfirmable in its present state, and fails to conform with the
provision pursuant to Section 1123(a)4 and 1146(a) of the
Bankruptcy Code.  SBE wants the Court to deny confirmation of the
Debtor's plan.

The Hon. Laura Taylor will consider confirmation of the Debtor's
Plan at a hearing on Feb. 27, 2014, at 2:00 p.m.  Plan objections
will be considered during the hearing.

SBE is charged with administering certain taxes under the Revenue
and Taxation code of the State of California, including taxes
under California's sales and use tax law.  The Debtor holds a
California retail seller's permit with SBE.

Leslie Branman Smith, Esq., deputy attorney general of SBE, says
the agency has an administrative claim for taxes incurred during
the pendency of the bankruptcy proceedings.  On Nov. 7, 2013, SBE
filed a proof of claim amounting $85,363 for tax periods from
July 1, 2011, to June 30, 2013, against the Debtor.

                    About Citizens Development

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Cal. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., and Krikor Meshefejian, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, represent the Debtor.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Cal. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Cal. Case No. 10-13024).

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable
to appoint an official committee of unsecured creditors in the
Chapter 11 case of Citizens Development Corp.


CITIZENS DEVELOPMENT: Ally Financial Agrees to Vote for Plan
------------------------------------------------------------
Ally Financial Inc., a secured creditor of Citizens Development
Corporation, has agreed to withdraw its objection to the Amended
Plan and, instead, vote in favor of that plan after reaching an
agreement with Citizens wherein the Debtor would pay Ally
Financial's balance loan of $4,561 with a per diem of $0.82.

As reported in the Troubled Company Reporter, Ally Financial asked
the Court to deny the Debtor's exit plan.  Ally Financial
questioned a provision of the plan that proposes to not pay the
"post-petition interest" on its claim.

"In order to confirm the plan over secured creditor's objection,
the plan must provide for secured creditor to receive post-
petition interest on its claim," said Ally's lawyer, Toriana
Holmes, Esq., at Severson & Werson P.C., in San Francisco,
California.

The bankruptcy judge on Dec. 20, 2013, approved the disclosure
statement explaining Citizen's Plan.

According to the disclosure statement, the plan will be funded by
LSM Lender LLC, which has agreed to provide up to $2.5 million in
additional financing.  The funding will also come from a new value
contribution in the amount of $400,000 to be made to the
reorganized company by Atlantica; from Citizens Development's cash
on hand which is estimated to be about $25,000; from revenue
generated from its business operations and other sources.

Under the Plan:

    * LSM Lender's secured claim in the amount of $7.81 million
      will be repaid.  The claim, including the $2.5 million loan,
      will be secured by a "first priority lien" on all assets of
      Citizens Development subsequent to substantive
      consolidation.

    * General unsecured creditors will receive a pro rata
      distribution of cash totaling 10% of the amount of their
      claims, with the total distribution of cash to all creditors
      collectively not to exceed $100,000.

    * The company's equity holders won't receive payments or
      retain any property.  All of the existing equity interests
      in Citizens Development will be deemed cancelled when the
      company officially exits bankruptcy.

A full-text copy of the Disclosure Statement is available for free
at http://is.gd/Ak0Zmn

                    About Citizens Development

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Cal. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., and Krikor Meshefejian, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, represent the Debtor.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Cal. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Cal. Case No. 10-13024).

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable
to appoint an official committee of unsecured creditors in the
Chapter 11 case of Citizens Development Corp.


CLEVER HANS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Clever Hans, L.L.C.
           dba Toy Joy
        403 W 2nd St.
        Austin, TX 78701

Case No.: 14-10197

Chapter 11 Petition Date: February 6, 2014

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

Judge: Hon. Christopher H. Mott

Debtor's Counsel: Patrick C. Hargadon, Esq.
                  PATRICK C. HARGADON, P.C.
                  P.O. Box 1675
                  Dripping Springs, TX 78620
                  Tel: (512) 264-1033
                  Fax: 264-0947
                  Email: pharglaw@aol.com

Total Assets: $70,295

Total Liabilities: $1.15 million

The petition was signed by Trevor Yopp, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb14-10197.pdf


CNO FINANCIAL: Moody's Reviews 'Ba3' Debt Rating for Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed on review for upgrade, the
credit ratings of CNO Financial Group (CNO, NYSE: CNO, senior
secured at Ba3). In addition, Moody's placed the Baa3 insurance
financial strength (IFS) ratings of CNO's primary life insurance
subsidiaries on review for possible upgrade. As part of the rating
action, Moody's also affirmed the Ba1 IFS rating, with a stable
outlook, of Conseco Life Insurance Company (CLIC).

Ratings Rationale

Moody's said that the review for upgrade is driven by improvements
in CNO's ability to sustain and improve revenue and earnings
growth in its core business segments in light of investments in
its business platform as well as improving trends in the economy.
Moody's Vice President, Ann Perry, said: "The review for upgrade
of CNO's credit ratings reflects positive pressure on the
company's credit profile including its asset quality,
profitability and financial flexibility. The review will focus on
the risk profile and future profitability of the company's long
term care business in addition to the company's strategy to
balance capital growth and policyholder needs with shareholder
friendly activities including share repurchases and common stock
dividends. The rating agency said that it will also consider the
company's possible strategies for managing its run-off businesses.

Moody's noted that CNO's financial flexibility has strengthened,
with financial leverage in the 20% range as of September 30, 2013.
The company's capital structure benefited from its last
recapitalization in 2012 by lowering interest expense and
lengthening its debt maturity schedule. As CNO targets the "middle
America" market - primarily middle income individuals at or near
retirement - CNO avoids the more crowded and more ratings
sensitive upper income market segment as it markets individual
life and health insurance products. In recent quarters, CNO's
earnings and profit picture have improved, and Moody's expects
continued earnings expansion for 2014. However, the rating agency
commented that the company faces challenges in managing its legacy
long term care portfolio and its exposure to interest sensitive
liabilities, even with recent increases in interest rates.

Moody's added that CLIC's Ba1 IFS rating is based on its runoff
status and its poor credit fundamentals. CLIC's operations consist
primarily of a closed block of interest sensitive life insurance,
a portion of which was the subject of recently settled class
action litigations. The company, which Moody's considers "non-
core", no longer writes new business and is managed at a capital
level considerably below that of CNO's main operating life
insurance subsidiaries.

According to Moody's, the following could result in an upgrade of
CNO's and its operating subsidiaries' (other than CLIC) ratings:
consistent ROC of at least 5%; earnings coverage of five times;
and consolidated NAIC RBC ratio (without diversification benefit)
of at least 320%. Conversely, the following could result in a
confirmation of CNO's and its operating subsidiaries' (except for
CLIC) ratings with a stable outlook: ROC of less than 5%; earnings
coverage of less than five times; and a consolidated NAIC RBC
ratio (without diversification benefit) of less than 320%.

Given CLIC's effective runoff status and low capitalization, an
upgrade is unlikely. CLIC's ratings could be downgraded if: the
NAIC RBC ratio falls below 150% or the company incurs material
losses on the runoff block of business.

The following ratings have been placed on review for upgrade:

  CNO Financial, Inc - LT corporate family ratings at Ba3, senior
  secured debt at Ba3 and senior unsecured debt at B1;

  Bankers Life and Casualty Company - insurance financial
  strength rating at Baa3;

  Colonial Penn Life Insurance Company - insurance financial
  strength rating at Baa3;

  Washington National Life Insurance Company - insurance
  financial strength rating at Baa3.

The following rating was affirmed with a stable outlook:

  Conseco Life Insurance Company - insurance financial strength
  rating at Ba1.

CNO Financial Group is a specialized financial services holding
company that operates primarily in the life and health insurance
sectors through its subsidiaries. As of September 30, 2013, CNO,
which is headquartered in Carmel, Indiana, reported total assets
of approximately $34 billion and shareholders' equity of $4.8
billion.

The principal methodology used in this rating was Moody's Rating
Methodology for U.S. Life Insurers published in December 2013.

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


COMMERCIAL VEHICLE: Moody's Affirms B2 CFR; Alters Outlook to Neg
-----------------------------------------------------------------
Moody's Investors Service has affirmed all long-term ratings of
Commercial Vehicle Group, Inc. ("CVGI"), including the B2
Corporate Family Rating ("CFR"), and revised the rating outlook to
negative.

"The outlook revision to negative reflects the potential risk that
expected improvement in very weak credit measures from an
announced operational restructuring program may not be enough to
offset only modest growth in Class 8 build rates over the near
term," said Ben Nelson, Moody's Assistant Vice President and lead
analyst for Commercial Vehicle Group, Inc.

Moody's upgraded the company's Speculative Grade Liquidity Rating
to SGL-2 from SGL-3 in acknowledgement of a strong cash balance
and recent maturity extension of its revolving credit facility.
CVGI amended the credit agreement to extend the maturity from
April 2014 to November 2018. According to Nelson, "good liquidity
was the primary reason Moody's affirmed CVGI's long term ratings."

The actions:

Issuer: Commercial Vehicle Group, Inc.

Corporate Family Rating, Affirmed B2

Probability of Default, Affirmed B2-PD

$250 million Senior Secured Notes due 2019, Affirmed B2 (LGD4
50%)

Speculative Grade Liquidity Rating, Upgraded SGL-2 from SGL-3

Outlook, Changed to Negative from Stable

Ratings Rationale

CVGI's B2 CFR is constrained primarily by weak credit measures,
modest size relative to rated automotive supplier peers,
geographic and customer concentration, and exposure to highly
cyclical commercial vehicle and construction end markets. Moody's
believes that modest growth in commercial vehicle builds and the
implementation of operational improvement initiatives will drive
down pro-forma adjusted financial leverage from the high single
digits debt/EBITDA at September 30, 2013, but potentially not
sufficiently in the near term to support the B2 rating. At present
the company's leverage remains quite high for the rating category.
The rating acknowledges the company's demonstrated ability to
manage its cost structure in challenging times and flexibility
associated with high cash balances and a covenant-lite financing
structure, a notable improvement from previous financing
structures that required a series of covenant-related amendments
in response to weakening operating performance during 2007-2009.

The SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity to support operations for at least the next four
quarters with available liquidity of over $100 million at
September 30, 2013. While Moody's anticipates that the company
will generate sufficient EBITDA to easily cover interest and
maintenance capital spending, the rating agency expects that
investment in operational improvement initiatives, expansion of
working capital, and expansionary capital spending will result in
modest cash consumption in 2014, resulting in a modest erosion of
cash from the $75 million cash balance reported at September 30,
2013. Moody's does not expect the company to draw down on its $40
million asset-based revolving credit facility in the near-term,
though $27 million was available after considering borrowing base
restrictions and letters of credit at September 30, 2013. The
amended credit agreement contains a springing fixed charge
covenant if availability falls below $7.5 million.

The negative outlook incorporates execution risk associated with
the operational improvement initiatives and concerns that the
magnitude of improvement in credit measures will not be adequate
to maintain the rating. Moody's could downgrade the rating if the
company does not evidence sufficient sequential improvement to
reduce leverage to below 5.5 times by year end or maintain a good
liquidity position. Given the company's weak position in the
rating category, an upgrade is unlikely in the near-term. Moody's
could stabilize the rating outlook with expectations for leverage
sustained below 5.5 times and continued good liquidity. Upward
momentum would require a sustained improvement in operating
performance with expectations for leverage below 4 times, interest
coverage above 2 times (EBITA/Interest), and free cash flow
approaching 10% of debt.

The principal methodology used in this rating was the Global
Automotive Supplier Industry published in May 2013. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Commercial Vehicle Group, Inc. is a provider of customized
products for the commercial vehicle market, including the heavy-
duty truck, construction, agricultural, specialty and military
transportation markets. The company is an amalgamation of several
predecessor organizations whose products include cab structures &
assembly, seats & seating systems, trim systems & components, wire
harnesses, wipers, controls and mirrors. Headquartered in New
Albany, Ohio, the company generated $738 million of revenue for
the twelve months ended September 30, 2013.


COMMUNITY WEST: Earns $3.1 Million in Fourth Quarter
----------------------------------------------------
Community West Bancshares reported net income of $3.13 million on
$6.76 million of total interest income for the three months ended
Dec. 31, 2013, as compared with net income of $2.33 million on
$7.46 million of total interest income for the same period during
the prior year.

For the 12 months ended Dec. 31, 2013, the Company reported net
income of $8.98 million on $27.86 million of total interest income
as compared with net income of $3.17 million on $31.36 million of
total interest income during the prior year.

As of Dec. 31, 2013, the Company had $539 million in total assets,
$471.44 million in total liabilities and $67.55 million in
stockholders' equity.

"Our operational restructuring plan is delivering favorable
results, with our fourth quarter results marking our sixth
consecutive quarter of profitability.  Our team's success in
executing this plan enabled us to end 2013 on a high note, with
nonaccrual loans and net loan charge-offs declining substantially
compared to 2012, while net REO and repossessed assets also
decreased.  As a result of this improvement in profitability and
asset quality, we reversed the deferred tax asset valuation
allowance in the fourth quarter, reflecting our expectation of
sustainable profitability in the future," stated Martin E. Plourd,
president and chief executive officer.  "Another highlight of the
quarter was our balance sheet growth. The loan portfolio increased
5% during the quarter compared to three months earlier, and core
deposits remained strong at 82% of total deposits.  We continue to
improve our capital ratios and credit quality metrics compared to
a year ago, while maintaining a strong net interest margin.  We
will continue to increase our marketing outreach in the
communities we serve while focusing on increasing shareholder
value."

As a result of improvement of its financial condition over the
past 24 months, and the Bank's effective compliance with the
Written Consent Agreement (Agreement), the Office of the
Comptroller of the Currency (OCC), its primary regulator, has
terminated its Agreement with Community West Bank entered into on
Jan. 26, 2012.  Effective immediately, the Bank will no longer be
subject to the terms and conditions of the Agreement.  "The
termination of our Agreement with the OCC is an independent
confirmation of the improvements we have achieved over the past
two years.  This important milestone substantiates that our
efforts to reduce problem assets, document the allowance for loan
losses and return to profitability have been successful," said
Plourd.

On Jan. 26, 2012, the Bank entered into a consent agreement with
the Comptroller of the Currency, the Bank's primary banking
regulator, which requires the Bank to take certain corrective
actions to address certain deficiencies in the operations of the
Bank, as identified by the OCC.  The Bank has taken action to
comply with the terms of the OCC Agreement, which actions have
been discussed in previous filings with the Securities and
Exchange Commission.  In addition to the actions so identified,
the Bank has taken the following actions:

The Bank has achieved the required minimum capital ratios required
by Article III of the OCC Agreement, and as of Sept. 30, 2013, the
Bank's Tier 1 Leverage Capital ratio was 12.06% and the Total
Risk-Based Capital ratio was 17.11%.

The Bank's Board of Directors continues to prepare a written
evaluation of the Bank's performance against the capital plan on a
quarterly basis, including a description of actions the Bank will
take to address any shortcomings, which is documented in Board
meeting minutes.

At its monthly meetings, the Compliance Committee continues to
review the Bank's processes, personnel and control systems to
ensure they are adequate in accordance with the Article IV of the
OCC Agreement.

While the Bank believes that it is in substantial compliance with
the OCC Agreement, no assurance can be given that the OCC will
concur with the Bank's assessment.  Failure to comply with the
provisions of the OCC Agreement may subject the Bank to further
regulatory action, including but not limited to, being deemed
undercapitalized for purposes of the OCC Agreement, and the
imposition by the OCC of prompt corrective action measures or
civil money penalties which may have a material adverse impact on
the Company's financial condition and results of operations.

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

                        http://is.gd/R9ufak

                        About Community West

Community West Bancshares is a financial services company
headquartered in Goleta, California, that provides full service
banking and lending through its wholly owned subsidiary Community
West Bank, which has five California branch banking offices in
Goleta, Santa Barbara, Santa Maria, Ventura and Westlake Village.

                             *   *    *

This concludes the Troubled Company Reporter's coverage of
Community West until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


DEALERTRACK TECHNOLOGIES: Moody's Assigns Ba3 CFR; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 first-time Corporate
Family Rating (CFR) and a Ba3-PD Probability of Default Rating
(PDR) to Dealertrack Technologies, Inc. Moody's also assigned Ba2,
LGD3-38% rating to the company's $775 million first lien senior
secured credit facilities, consisting of a $200 million revolving
credit and a $575 million term loan. As part of the rating action,
Moody's assigned an SGL-2 rating indicating good liquidity. The
term loan borrowings, cash on hand, in conjunction with about $400
million in new stock issuance will be used to fund the $1 billion
purchase of Dealer.com. The rating outlook is stable.

Assignments:

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

First Lien Senior Secured Facilities at Ba2 (LGD 3 -38%)

Short Term Liquidity -- Assigned SGL-2

Outlook: Stable RATINGS RATIONALE

Ratings Rationale

Dealertrack's Ba3 CFR is supported by the company's strong revenue
growth profile and broad reach across auto dealerships, financial
institutions and state motor vehicle agencies. Over the past
decade, the company has deepened its relationships with a critical
mass of auto dealerships and OEMs in the United States and Canada
to expand its role beyond its historic strength of facilitating
customer financing to handle the entire flow of automobile sales,
inventory management and operations for the dealers. With its
pending acquisition of Dealer.com, Dealertrack will further expand
its product portfolio to run the dealers' Internet marketing and
digital commerce efforts. The company's relatively small scale in
the large and fragmented auto dealership services market
constrains the rating, along with heightened financial leverage
due to substantial purchase price paid for Dealer.com. The pro
forma debt/EBITDA leverage (subject to Moody's standard
adjustments) at closing is expected to be about 5.5 times,
although Moody's anticipates leverage to decrease to the mid 4.0
times levels at year end 2014, and falling below 4.0 times in
2015, based on expected revenue growth and cost synergies. The
rating is also supported by the company's long-standing customer
base and contractual relationships through increased product
subscriptions which engender high recurring revenues, as well as
an asset-light business model which could provide a platform for
strong free cash flow generation in a tightly managed operating
cost environment.

Moody's views Dealertrack to have good liquidity, and expects the
company to be modestly free cash flow positive over the next 12 to
18 months, as it digests the Dealer.com acquisition. In addition,
the company has seasonal cash swings as it incurs added sales
costs to grow its business. Moody's expects the company to operate
with cash balances of about $50 million, which is far lower than
the historic balances of above $100 million. The company maintains
a $200 million revolving credit facility as a source for external
liquidity, which Moody's expects to be undrawn over the next 12
months.

The ratings for Dealertrack debt instruments comprise both the
overall probability of default to which Moody's assigned a PDR of
Ba3-PD and an average family loss given default assessment.

Moody's rates the company's senior secured credit facilities Ba2,
LGD3-38%. The Ba2 rating on the senior secured term loan facility
reflects the instruments' position in the capital structure
relative to the unrated $200 million convertible note, trade
payables and pension and operating lease obligations. The ratings
of the senior secured credit facility also benefit from the
superior collateral package that includes all assets and upstream
guarantees of subsidiaries, and a pledge of stock of the Canadian
subsidiaries.

Rating Outlook

The stable outlook reflects Moody's expectations that the company
will successfully integrate Dealer.com and will grow revenues and
operating margins in the near term.

What Could Change the Rating UP

As Dealertrack's rating is prospective for expected operating
synergies and rapid deleveraging, an upgrade is unlikely in the
near term. Dealertrack's rating could be upgraded if the company
exhibits strong revenue growth, and maintains expense discipline
such that adjusted operating margins consistently stay above 17%
and demonstrate consistently high levels of free cash flow. The
rating could also be considered for an upgrade if the company
maintains adjusted leverage below 3.0 times.

What Could Change the Rating DOWN

Dealertrack's ratings could be downgraded if the company suffers
integration issues, its operating margins do not improve as
anticipated, the company loses market share, or there is a change
in Dealertrack's competitive position as evidenced by adjusted
operating margins staying below 9%. In addition, the rating may be
downgraded if Dealertrack's adjusted leverage remains above 4.0
times.

Headquartered in Lake Success, NY, Dealertrack provides web-based
software solutions and services for major segments of the
automotive retail industry, including dealers, lenders, OEMs,
third party retailers, agents and aftermarket providers across US
and Canada.

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


DELPHI CORP: Moody's Hikes Senior Unsecured Notes Rating From Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded Delphi Corporation's senior
unsecured notes, moving to Baa3 from Ba1.  Delphi Corporation is
the U.S. based subsidiary of Delphi Automotive PLC (Delphi).  In a
related action, the ratings of the senior bank credit facilities
were lowered to Baa3 from Baa2, reflecting the release of
collateral supporting the facilities. Delphi's Corporate Family,
Probability of Default, and Speculative Grade Ratings have been
withdrawn. The rating outlook is stable.

The following ratings were raised:

  $800 million senior unsecured notes due 2023, to Baa3 from Ba1
  (LGD4, 62%);

  $500 million senior unsecured notes due 2019, to Baa3 from Ba1
  (LGD4, 62%);

  $500 million senior unsecured notes due 2021, to Baa3 from Ba1
  (LGD4, 62%).

The following ratings were lowered:

  $1.5 billion revolving credit facility due 2018, to Baa3 from
  Baa2 (LGD2 16%);

  $564 million (remaining amount) term loan A due 2018, to Baa3
  from Baa2 (LGD2 16%).

The following ratings were withdrawn:

  Ba1, Corporate Family Rating;

  Ba1, Probability of Default Rating;

  SGL-2 Speculative Graded Liquidity Rating.

Ratings Rationale

The upgrade reflects Moody's expectations that Delphi will embrace
financial disciplines that support an investment-grade rating
level as it executes its share repurchase program and contemplates
acquisitions that will expand its position in related businesses.
Since emerging from bankruptcy Delphi has demonstrated a highly
competitive and profitable operating structure that has supported
high profit margins, strong free cash generation and investment-
grade credit metrics. Moody's also continues to anticipate that
the majority of Delphi's profitability will be generated out of
the company's foreign entities compared to the entities under the
domestic issuer of the company's debt. Yet, Delphi's operating and
financial strengths afford the capacity to maintain an investment
grade profile while undertaking share repurchases and acquisitions
in a paced and prudent manner.

Delphi's strong profit margins and free cash flow generating
capacity should sustain investment grade credit metrics as growth
in the global automotive industry moderates. For the fiscal year
ending December 31, 2013 Delphi's EBITA margin approximated 11.2%
inclusive of Moody's standard adjustments. Delphi's
electrical/electronics architecture and electronics and safety
segments (which represent about 65% of revenues), have supported
strong growth trends with increasing electrical and connectivity
content in passenger cars. Profit margins in these segments also
have shown improving trends. As such, Moody's believes that Delphi
is well positioned to increase its penetration in these markets
and profit trends despite softening overall growth trends in the
global automotive industry. Delphi's recently announced increase
in shareholder friendly policies are viewed as balanced given the
company's strong operating margins and resulting strong free cash
flow generation.

The stable rating outlook reflects Delphi's strong operating
margins and $26.6 billion new business bookings balanced by higher
levels of shareholder friendly activities and Moody's view that
additional acquisitions may be required for further market
penetration in the company's electrical/electronics architecture
and electronics and safety segments.

Delphi is expected to maintain excellent liquidity over the near-
term supported by cash balances of $1.4 billion at December 31,
2013 and an undrawn $1.5 billion revolving credit facility
maturing in 2018. The revolving credit facility had about $10
million of letters of credit outstanding. The only financial
covenant under the bank credit facilities is a net leverage ratio
test for which the company has ample covenant cushion over the
intermediate-term. Moody's expects Delphi to continue to generate
positive free cash flow over the intermediate-term, supported by
strong EBITA margins, sufficient to support the company's recently
announced upsized dividend and upsized share repurchase
authorization. Near-term debt maturities are expected to be modest
while capital expenditure levels are expected to increase to
support new platform growth. The execution of Delphi share
repurchase authorization is expected to be balanced against
Moody's anticipation that the company may need to acquire
technology through acquisitions in order to bolster growth in the
company's electronics and safety segment, or execute other
acquisitions in the electrical/electronics architecture segment.
Alternate liquidity is available to the company under additional
debt baskets of the financing facilities.

Factors that have the potential to raise Delphi's rating or
outlook include: improvements in market penetration and
profitability while continuing to demonstrate balanced shareholder
return activities with reinvestments in business growth and
acquisitions. Consideration for a higher outlook or rating could
result if any of these factors lead to EBITA margins approaching
14%, Debt/EBITDA sustained below 2x, EBITA/interest sustained
above 6x, while maintaining an excellent liquidity profile.

Factors that have the potential to lower Delphi's rating or
outlook include: deterioration of automotive demand or greater raw
material cost pressures resulting in EBITA margins deteriorating
to 8%; debt funded acquisitions or shareholder actions which
result in Debt/EBITDA approaching 2.5x or EBITA/interest
approaching 5x; or a deterioration in liquidity.

The principal methodology used in this rating was the Global
Automotive Supplier Industry published in May 2013.

Delphi Automotive PLC is a supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology. Delphi operates globally and has a
diverse customer base, including every major vehicle manufacturer.
Revenues in 2013 were approximately $16.5 billion.


DELRAY FLORIDA: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: Delray Florida Properties, LLC
        Parkway Plaza
        200 Campbell Drive. #200
        Willingboro, NJ 08046

Case No.: 14-12952

Chapter 11 Petition Date: February 7, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Paul G Hyman Jr.

Debtor's Counsel: Daniel R. Brinley, Esq.
                  LAW OFFICES OF DANIEL R. BRINLEY, PA
                  712 US Hwy One #400
                  North Palm Beach, FL 33408
                  Tel: 561-844-3600
                  E-mail: drb@fcohenlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Thomas E. Juliano, manager.

A list of the Debtor's five unsecured creditors is available for
free at http://bankrupt.com/misc/flsb14-12952.pdf


DETROIT, MI: Governor Must Defend Emergency Manager Law
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Detroit succeeded in barring lawsuits that
would remove the emergency manager, the bankruptcy judge is
allowing a lawsuit to proceed where the plaintiffs allege that
Michigan's emergency manager law was unconstitutional.

According to the report, before the city's bankruptcy, a lawsuit
called Phillips v. Snyder was initiated in federal district court
in Detroit seeking a declaration that the emergency manager law
violates the rights of citizens by taking municipal government
away from voters.

At first, U.S. Bankruptcy Judge Steven Rhodes blocked the lawsuit
from going ahead. He changed his mind and allowed the suit to
proceed when the plaintiffs agreed not to seek the ouster of
emergency manager Kevyn Orr, the report said.

Michigan Governor Rick Snyder filed papers asking Judge Rhodes to
bar the suit from proceeding while he appeals, the report said.
Judge Rhodes denied the stay pending appeal in a three-page
opinion on Jan. 29.

Although the appeal "is probably not frivolous," Judge Rhodes said
the governor doesn't have a "reasonable likelihood of success"
because he has a "difficult hurdle" to overcome in showing that
denial of a stay was an "abuse of discretion," the report further
related.

                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.


DOTS LLC: Proposes to Auction Off Assets on Feb. 28
---------------------------------------------------
Dots, LLC, et al., ask the U.S. Bankruptcy Court for the District
of New Jersey to approve bidding and sale procedures that will
govern the sale of substantially all of their assets.  The
procedures, the Debtors said, are designed to maximize the value
received for the assets.

The terms of the bidding procedures are:

   Bid Deadline:             Feb. 17, 2014

   Auction:                  Feb. 28, 2014, at 10:00 a.m.

   Venue:                    Offices of Lowenstein Sandler LLP
                             65 Livingston Avenue (East Building)
                             Roseland, New Jersey

   Sale Objection Deadline:  March 1 at 4:00 p.m.
                             Objections must be filed and served
                             pursuant to the auction procedures
                             order.

   Sale Hearing:             March 3, at 2:00 p.m.

The Debtors relate that if they select a stalking horse bidder,
the Debtors will file the stalking horse notice within two days
after the bid deadline.

                         About DOTS LLC

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

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

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

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

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

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

No trustee, examiner, or creditors' committee has been requested
or appointed.


DOTS LLC: Wants Until Aug. 18 to Decide on Unexpired Leases
-----------------------------------------------------------
Dots, LLC, et al., ask the U.S. Bankruptcy Court for the District
of New Jersey to extend until Aug. 18, 2014, the Debtors' time to
assume or reject unexpired leases of non-residential real property
pursuant to Sec. 365(d)(4) of the Bankruptcy Code.

The Debtors operate a chain of roughly 400 retail clothing stores
in 28 states located throughout the Midwest, East, and Southeast.
The Debtors have leasehold interests in these 400 locations.  The
Debtors' current deadline to assume or reject the leases is May
20, 2014.

According to the Debtors, pursuant to the terms of their post-
petition financing arrangement with their pre- and post-petition
secured lender, Salus Capital Partners, LLC, the Debtors are
required to obtain Court approval of a 90-day extension of the
365(d)(4) Deadline by no later than Feb. 21, 2014.

                         About DOTS LLC

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

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

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

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

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

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

No trustee, examiner, or creditors' committee has been requested
or appointed.


DTE ENERGY: Fitch Affirms BB+ Rating on Jr. Subordinated Notes
--------------------------------------------------------------
Fitch Ratings has affirmed the existing ratings of DTE Energy Co.
(DTE) and its regulated utility subsidiaries, DTE Electric Co.
(DECo) and DTE Gas Co. (DTEGas), as follows:

DTE

-- Long-term Issuer Default Rating (IDR) at 'BBB';
-- Senior unsecured notes at 'BBB';
-- Junior subordinated notes at 'BB+';
-- Short-term IDR at 'F2';
-- Commercial paper at 'F2'.

DTE Gas Co.

-- Long-term IDR at 'BBB+';
-- Senior secured at 'A';
-- Short-term IDR at 'F2';
-- Commercial paper at 'F2'.

DECO

-- Long-term IDR at 'BBB+';
-- Senior secured at 'A' ';
-- Secured pollution control revenue bonds at 'A' ';
-- Short-term IDR at 'F2';
-- Commercial paper at 'F2'.

The Rating Outlooks for all entities is Stable, which reflects the
stable earnings and cash flows generated by DECo and DTEGas.  DECo
is the primary driver of consolidated cash flows and comprised
approximately 80% of consolidated EBITDA for DTE for the last 12
months (LTM) ending Sept. 30, 2013.  More than $7 billion of
consolidated long-term debt is affected by today's rating action.
DTE's 'F2' short-term rating is largely driven by the stability in
cash flows from its higher rated utility subsidiaries.

Key Rating Drivers

-- Constructive regulatory environment;
-- Over 90% of consolidated earnings derived from regulated
    activities;
-- Large but manageable capex program including environmental
    upgrades at coal plants;
-- Attractive midstream investment opportunities;
-- Sufficient liquidity; and
-- Improving service area economy.

DTE's current ratings reflect the low risk of its utility
businesses and a constructive state regulatory environment in
Michigan.  The company also benefits from a sufficient liquidity
position, manageable debt maturities, and an improving economy in
Michigan, albeit from a depressed base.  Credit concerns
considered in the rating include a still weak service-area economy
with above-average unemployment in the Detroit area, high level of
parent only debt (approximately $1.8 billion), and the future
effects of more stringent environmental regulations on DECo's
predominantly coal-fired power generation portfolio.  The ability
to recover capital and operating costs in the future is also a
concern if the developing turnaround in the Michigan economy does
not continue.  The ratings also consider the solid operating
performance of the company's regulated and non-regulated
operations, and the expectation that the company will continue to
effectively manage the risks associated with its modestly growing
non-regulated businesses.  The municipal bankruptcy in Detroit is
not expected to impact DTE directly, nor further impair the
service area economy.

Constructive Regulatory Environment: Since 2008, the regulatory
environment in Michigan has been supportive of utility investment
and has led to stable earnings and cash flows at DECo and DTEGas.
The regulatory framework allows for full pass-through of fuel and
purchased power costs, reasonable return on equity (ROE), and a
timely resolution of rate proceedings.  In addition, DECo and
DTEGas have the ability to file rate cases with self-
implementation if ROE dips below the authorized level (currently
at 10.5%). Furthermore, a revenue decoupling mechanism at DTEGas
helps to reduce exposure to regulatory lag.

Fitch expects DECo to file its 2013 General Rate Case (GRC) with
the Michigan Public Service Commission (MPSC) by the end of this
year and to self-implement new rates in early 2015, subject to
refund.  The expiration of securitization charges and continued
low commodity environment provides DECo sufficient headroom to
seek base rate increases without any pressure on the retail rates.
For DTEGas, the MPSC approved a five-year annual infrastructure
recovery tracking mechanism (IRM) as part of its 2012 GRC
settlement.  The IRM allows DTEGas to recover $77 million of
annual infrastructure investments associated with meter move-out,
main renewal, and pipeline integrity programs through 2017.  Fitch
believes that the IRM will help reduce future regulatory lag, lead
to timely rate base and earnings growth, and obviates the need for
new rate filings through 2016.

Growth in Other Businesses: The growth in non-utility businesses
will be driven by growth in the Power and Industrial (P&I)
business segment and the Gas, Storage, and Pipeline (GSP)
segments.  The P&I segment is supported by long-term PPA contracts
with limited commodity risk.  Fitch notes that the P&I segment
remains a small part of consolidated operations and for the LTM
period ending Sept. 30, 2013 comprised less that 10% of
consolidated net income.  Fitch expects this business segment to
contribute up to 15% of consolidated net income by 2016.

Strong shipper demand has been driving growth opportunities for
DTE's regulated GSP segment in the Marcellus Shale and Utica
Basin.  DTE's Bluestone lateral and gathering System, a natural
gas pipeline that connects the Millennium and Tennessee Pipelines
to gas from the Marcellus Shale basin, serving Southwestern
Energy's natural gas production, is currently undergoing lateral
expansions.  For the LTM period ending Sept. 30, 2013, DTE's GSP
segment approximated 10% of net income.

Large Capital Expenditure Program: DTE plans to spend $2.2 billion
on capex this year and approximately $2 billion each year in 2015
and 2016, a level that is significantly higher than prior years.
Capital spending will be primarily focused at the regulated
utilities and includes environmental and renewable generation
investments at DECo; distribution system enhancements, and storage
and transportation projects at DTEGas; and pipeline and gathering
development in the Marcellus Shale basin at DTE.  A significant
portion of capital spending will be on emissions compliance and
renewable investments to meet renewable portfolio standards in the
state. Fitch expects DTE to fund the majority of forecasted capex
internally and the balance with external financing.

Solid Credit Metrics: DTE's current credit metrics are consistent
with Fitch's 'BBB' IDR guidelines for utility parent companies
(UPCs).  Fitch calculates DTE's EBITDA and funds from operations
(FFO) coverage ratios at 4.9x and 5.3x, respectively, for the LTM
period ending Sept. 30, 2013. DTE's debt-to-EBITDA ratio was
slightly high at 3.7x. Fitch expects credit metrics for
consolidated operations to weaken through 2016 due to large capex
programs at the utilities, moderate regulatory lag, and
conservative assumptions regarding anticipated rate increases.
Fitch anticipates debt to EBITDA to approach 4.0x in 2016.

DECo: For the LTM period ending Sept. 30, 2013, DECo's EBITDA
coverage trended flat at 6.9x as compared to 2012. Leverage, as
measured by debt-to-EBITDA, was 3.1x for the same period.  Going
forward, Fitch expects EBITDA coverage ratios to remain above 5.0x
and anticipates leverage, as measured by debt-to-EBITDA, to weaken
to 3.3x by 2016 due to increased capital spending needs associated
with emissions compliance and renewable generation investments.
Fitch notes that DECo's earned ROE for the LTM ending Sept. 30,
2013 approximated 10.3%, close to its authorized ROE of 10.5%.

DTEGas: For the LTM period ending Sept. 30, 2013, DTEGas' EBITDA
coverage ratio increased to 6.2x as compared to 5.4x for 2012 and
primarily reflects new rates effective Jan. 1, 2013.  Leverage, as
measured by debt-to-EBITDA, was 2.9x for the same period.  Going
forward, Fitch expect EBITDA coverage measures to remain above
5.0x and anticipates leverage, as measured by debt-to-EBITDA, to
remain under 4.0x, through 2016.

Sufficient Liquidity: DTE had approximately $1.5 billion of total
liquidity available under its respective credit agreements as of
Sept. 30, 2013, including $71 million of cash and cash
equivalents.  DTE's consolidated $1.8 billion five-year unsecured
revolving credit facilities mature in 2018 and are comprised of
$1.2 billion at DTE, $300 million at DECo, and $300 million at
DTEGas.  The facilities have a maximum debt-to-capitalization
covenant of 65% and, as of Sept. 30, 2013, DTE was in compliance
with a consolidated debt to capitalization ratio of 47.8% under
its credit agreement.

Manageable Maturities: Debt maturities over the next five years
are manageable and are as follows (excluding securitization
maturities): $684 million in 2014, $350 million in 2015, $451
million in 2016, no maturities in 2017 and $400 million in 2018.
Fitch expects maturing debt to be funded through a combination of
internal cashflows and external debt refinancings.

Rating Sensitivities

Positive Rating Action: No positive rating actions are expected at
this time.

Negative Rating Action: An unexpected change in the regulatory
environment that limits the utility's ability to recover cost of
capital investments in a timely manner and sustained FFO/debt
metrics below 20% at the regulated utilities could cause negative
rating actions.  Fitch expects consolidated credit metrics to be
pressured through 2016 as a result of high capex at the utilities.
Persistently weak consolidated leverage metrics beyond Fitch's
current forecast period could lead to negative rating action for
DTE.


DUTCH GOLD: Tells Shareholders It Would Clean Up Balance Sheet
--------------------------------------------------------------
The Board of Directors has authorized the release of a Letter to
Shareholders on Jan. 30, 2014.

To our Shareholders:

On December 17, 2013, we sent out a letter outlining the status of
the Company.  This letter is written to provide information on the
direction of the Company for 2014, and not as a substitute for
other reporting.

What does the Company do going forward?  In order to begin to
rebuild shareholder value, we must rationalize our capital
structure and clean up our balance sheet.  Most importantly, we
must change our business model to one that can generate near term
cash flow and requires only modest amounts of capital.

1. Over the next three months, management will take active steps
to rationalize our capital structure and clean up our balance
sheet.  We will complete a spin-out of the remaining mining
interests and we will aggressively pursue the clean up of our
balance sheet.  We expect to focus all of our energy on new
subsidiaries in a corporate structure that will reward our new
operational partners and our current shareholders.  In so doing,
it is our intention to catch up our filings with the Securities &
Exchange Commission as quickly as financing allows.  We expect
that these tasks will be completed by April 15, at which time the
Company will declare a stock dividend of ten percent to
shareholders of record as of that date.

What business sectors are of particular focus to the Company?
Management believes that the best opportunities for growth with
modest capital requirements are found in the business services
sector.  We intend to focus on digital marketing and financial
services for small to medium size businesses.  Our intention is to
leverage business relationships through joint ventures, strategic
partnerships and acquisitions to offer business acceleration
services to small and medium size businesses.

The Company acknowledges and appreciates the contribution of the
Officers who have served Dutch Gold.  We hope to attract high
caliber management as we reposition the Company in the coming
months.

Sincerely,

DUTCH GOLD RESOURCES, INC.

Dan Hollis

Daniel Hollis, CEO

                         About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

After auditing the 2011 results, Hancock Askew & Co., LLP, in
Norcross, Georgia, noted that the Company has limited liquidity
and has incurred recurring losses from operations and other
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $4.58 million on $0 of sales in
2011, compared with a net loss of $3.69 million on $0 of revenue
in 2010.  The Company's balance sheet at Sept. 30, 2012, showed
$2.65 million in total assets, $7.17 million in total liabilities
and a $2.23 million total stockholders' deficit.


EAST SAILE PROPERTIES: Case Summary & 3 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: East Saile Properties, LLC
        4736 East Saile Drive
        Batavia, NY 14020

Case No.: 14-10251

Chapter 11 Petition Date: February 5, 2014

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Hon. Michael J. Kaplan

Debtor's Counsel: David H. Ealy, Esq.
                  TREVETT, CRISTO, SALZER & ANDOLINA P.C.
                  2 State Street, Suite 1000
                  Rochester, NY 14614
                  Tel: (585) 454-2181
                  Fax: (585) 454-4026
                  Email: dealy@trevettlaw.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Nash A. Dsylva, sole member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/nywb14-10251.pdf


EDDIE BAUER: Seen as Ripe for Auction Block
-------------------------------------------
Richard Collings, writing for The Deal, reported that as a result
of Jos. A. Bank Clothiers Inc.'s window-shopping Eddie Bauer LLC,
the outdoor clothing seller could also be an attractive target to
a number of suitors, according to industry sources.

According to the report, sources confirmed that the Hampstead,
Md.-based Jos. A. Bank is looking over Eddie Bauer for its
acquisition possibilities. The potential target is backed by
private equity firm Golden Gate Capital.

Golden Gate and Jos. A. Bank declined to comment, the report said.

But Eddie Bauer has largely struggled since the private equity
firm acquired the retailer out of bankruptcy in 2010 for nearly
$290 million, a source said, the report related.  Even after it
brought retail apparel veteran Mike Egeck on board in 2012, doubts
remained that it could recover enough to be sold.

Over the past 12 months, consumer spending has been anything but
kind to apparel retailers, the report pointed out.  There was a
lackluster second quarter followed by a difficult back-to-school,
ending with a disappointing holiday, and a January that some
analysts have described as nothing short of a disaster.  Yet Eddie
Bauer had positive Ebitda last year with revenue greater than $1
billion, a source familiar with the company said. The brand, with
cultural roots in the Northwest United States, had a strong 2013
that included a good holiday season, as well as a solid start to
2014, the source said.

                        About Eddie Bauer

Eddie Bauer -- http://www.eddiebauer.com/-- is a specialty
retailer that sells outerwear, apparel and accessories for the
active outdoor lifestyle.  Eddie Bauer participates in a joint
venture in Japan and has licensing agreements across a variety of
product categories.

Eddie Bauer, founded in Bellevue, Wash., in 1920, was acquired by
General Mills Inc. in 1971 and then sold to catalog retailer
Spiegel Inc. in 1988.  Eddie Bauer Inc. emerged from Spiegel's
2003 Chapter 11 case as a separate, reorganized entity under the
control and ownership of Eddie Bauer Holdings, Inc.

Eddie Bauer Holdings, Inc. (now known as EBHI Holdings, Inc.) and
eight affiliates filed for bankruptcy (Bankr. D. Del. Lead Case
No. 09-12099) on June 17, 2009.  Judge Mary F. Walrath presides
over the case.  David S. Heller, Esq., Josef S. Athanas, Esq., and
Heather L. Fowler, Esq., at Latham & Watkins LLP, serve as the
Debtors' general counsel.  Kara Hammond Coyle, Esq., and Michael
R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP, serve as
local counsel.  The Debtors' restructuring advisors are Alvarez
and Marsal North America LLC.  Their financial advisors are Peter
J. Solomon Company.  Kurtzman Carson Consultants LLC acts as
claims and notice agent.  As of April 4, 2009, Eddie Bauer had
$525,224,000 in total assets and $448,907,000 in total
liabilities.

Eddie Bauer Canada, Inc., and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for creditor protection.  The
Canadian Debtors have obtained an initial order of the Canadian
Court staying the proceedings against the Canadian Debtors and
their property in Canada.  RSM Richter Inc. was appointed as
monitor in the Canadian proceedings.

On Aug. 4, 2009, Golden Gate Capital closed a deal to acquire
Eddie Bauer Holdings for $286 million.  Golden Gate will maintain
the substantial majority of Eddie Bauer's stores and employees in
a newly formed going concern company.  Golden Gate beat an
affiliate of CCMP Capital Advisors, LLC, at the auction.  The CCMP
unit's $202 million cash offer served as stalking horse bid.

Golden Gate Capital -- http://www.goldengatecap.com/-- is a San
Francisco-based private equity investment firm with roughly
$9 billion of assets under management.


EDISON MISSION: Multiple Parties Object to Second Amended Plan
--------------------------------------------------------------
Multiple parties -- the United States of America, on behalf of the
Department of Treasury, Internal Revenue Service; the Illinois
Department of Revenue; Commonwealth Edison Company and its
affiliates; the California Department of Water Resources; Peabody
COALSALES, LLC; Chevron Kern River Company and Chevron Sycamore
Cogeneration; and KeyBank National Association -- objected to
Edison Mission Energy, et al.'s Second Amended Joint Chapter 11
Plan of Reorganization.

The IRS complains that the Plan is defective because it improperly
sets a bar date for administrative-expense tax claims and bars the
late-filed claims.  The IDOR echoes the IRS's objection, pointing
out that an administrative tax claimant like itself is not
required to file a request for allowance and payment of an
administrative expense claim as condition to allowance and
payment.  The IRS also complains that the Plan does not properly
provide for its unsecured priority claim.

ComEd objects to the Plan to obtain clarification that where the
Debtors admit liability or are otherwise found to be liable to any
asbestos claimant, nothing in the Plan or forthcoming confirmation
order will preclude, prejudice or impair ComEd's rights to assert
that liability in any action against ComEd by any claimant.

CDWR objects to the Plan because the Debtors to refuse to respond
to discovery, which would inform the agency whether its claim
against a non-debtor subsidiary, Sunrise Power, is an excluded
liability to be released and enjoined under the Joint Plan.  CDWR
also complains that the release provisions in the Joint Plan are
broader than what the Bankruptcy Code, the 7th Circuit, and the
Bankruptcy Court permit.

Peabody points out that while the proposed Plan effectively
equates confirmation with the assumption of the assumed executory
contracts, it makes no provision for any adjudication on or before
the confirmation hearing of those disputes regarding the cure
costs owing under the contracts.  Peabody and Debtor Midwest
Generation, LLC, are parties to a long-term coal supply agreement.
Peabody asserts the Court withhold confirmation of the Plan until
there is proper and full adjudication of the cure costs owing to
Peabody.

Chevron objects to the Plan only as it applies to Debtors Southern
Sierra Energy Company and Western Sierra Energy Company (the "Gas
Partnership Debtors").  Chevron objects to (a) the proposed
"limited" substantive consolidation of the Debtor Subsidiaries for
voting and confirmation purposes, and submits that (b) when taken
debtor-by-debtor, the joint Plan cannot be confirmed as to the Gas
Partnership Debtors due to the lack of acceptance by an impaired
class for each Debtor.  Chevron additionally objects to the Plan
to the extent that (c) the Plan enjoins or may be deemed to moot
or otherwise prejudice the Chevron Litigation, and (d) the Plan
Supplement includes the Partnership Agreements in the Schedule of
Contracts to be assumed under the Plan.

KeyBank says it does not object to the confirmation of the Plan or
the consummation of the sale of the Debtors' assets in principle.
However, in its capacity as administrative and collateral agent
under the a number of non-debtor projects, KeyBank must ensure
that the Sale is properly implemented and that all of the rights
and interests of KeyBank with respect to the projects are
protected and preserved following the sale.  KeyBank says it
intends to continue to work with the Debtors on its issues and is
hopeful that all of its points will be resolved well in advance of
the confirmation hearing.

These objections will be tackled during the confirmation hearing
on Feb. 17, 2014, before the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that EME's $1.2 billion in 7 percent senior unsecured
notes maturing in 2017 traded at 12:21 p.m. on Jan. 30 for 76.39
cents on the dollar, up 44.5 percent from immediately before
bankruptcy, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority.

The IRS is represented by SARAH T. MAYHEW --
Sarah.T.Mayhew@tax.usdoj.gov -- Trial Attorney, Tax Division
U.S. Department of Justice, in Washington, D.C.

The IDOR is represented by Lisa Madigan, Illinois Attorney
General, and James D. Newbold -- James.Newbold@illinois.gov --
Assistant Attorney General.

ComEd is represented by Matthew A. Clemente, Esq., and Michael T.
Gustafson, Esq., at SIDLEY AUSTIN LLP, in Chicago, Illinois.

CDWR is represented by Irene K. Tamura, Esq., Deputy Attorney
General.

Peabody is represented by Lauren Newman, Esq. --
lnewman@thompsoncoburn.com -- and David D. Farrell, Esq. --
dfarrell@thompsoncoburn.com -- at THOMPSON COBURN LLP, in Chicago,
Illinois.

Chevron is represented by David M. Stahl, Esq., and Ronit C.
Barrett, Esq., at EIMER STAHL LLP, in Chicago, Illinois; Richard
L. Epling, Esq., and Samuel S. Cavior, Esq., at PILLSBURY WINTHROP
SHAW PITTMAN LLP, in New York; and Philip S. Warden, Esq., at
PILLSBURY WINTHROP SHAW PITTMAN LLP, in San Francisco, California.

KeyBank is represented by Thomas R. Kreller, Esq. --
tkreller@milbank.com -- Julian I. Gurule, Esq. --
jgurule@milbank.com -- and Fanny Dusastre-Martinez, Esq. --
fdusastre-martinez@milbank.com -- at MILBANK, TWEED, HADLEY &
McCLOY LLP, in Los Angeles, California.

                      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.


EGPI FIRECREEK: Hires Olde Monmouth as New Transfer Agent
---------------------------------------------------------
The Board of Directors of EGPI Firecreek, Inc., appointed Olde
Monmouth Stock Transfer Co., Inc., as Transfer Agent and Dividend
Disbursing Agent replacing Computershare, Inc.  The transition
period for the changeover process is expected to complete on or
about Feb. 10, 2014.

Contact information for the Company's new Transfer Agent:

     Olde Monmouth Stock Transfer Co., Inc.
     Attention: Matthew J. Troster
     200 Memorial Parkway
     Atlantic Highlands, NJ 07716
     Phone (732) 872-2727, Ext 101
     Fax (732) 872-2728
     matt@oldemonmouth.com

                       About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.

EGPI Firecreek disclosed a net loss of $6.08 million on $124,157
of total revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $4.97 million on $293,712 of total revenue for
the year ended Dec. 31, 2011.  The Company's balance sheet at
March 31, 2013, showed $1.31 million in total assets, $6.92
million in total liabilities, all current, $1.86 million in series
D preferred stock, and a $7.48 million total shareholders'
deficit.

M&K CPAS, PLLC, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that he Company has suffered
recurring losses and negative cash flows from operations that
raise substantial doubt about its ability to continue as a going
concern.


ELCOM HOTEL: Revised First Amended Liquidation Plan Confirmed
-------------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division, confirmed on Jan. 24, 2014,
the Revised First Amended Joint Plan of Liquidation of Elcom Hotel
& Spa, LLC, and Elcom Condominium, LLC, after determining that the
Plan satisfies the confirmation requirements laid out in the
Bankruptcy Code.

All objections that have not been withdrawn, waived, or settled,
and all reservations of rights pertaining to confirmation of the
Plan, are overruled on the merits for reasons stated on the record
of the confirmation hearing.

Michael Goldberg, Esq., is appointed as the initial liquidating
trustee.  He is required to post a bond in the amount of 150% of
Cash on hand, with the expenses of the bond authorized to be paid
by the Trust.  All notices to the Liquidating Trustee must be
addressed as follows:

         Michael Goldberg
         Akerman LLP
         350 East Las Olas Boulevard
         Suite 1600
         Fort Lauderdale, FL 33301
         Tel: 954-463-2700
         Fax: 954-463-2224
         Email: michael.goldberg@akerman.com

The Court will conduct a confirmation status conference on
April 22, 2014, at 2:00 p.m.

                       About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in
liabilities as of the Chapter 11 filing.  The Debtor owes OBH
Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC,
formerly known as ANO, LLC, $9 million on a mezzanine loan secured
by a lien on the ownership interests in the project's owner.  OBH
Funding and ANO are owned by Thomas D. Sullivan, the manager of
the Debtors.

Corali Lopexz-Castro, Esq., of Kozyak Tropin & Throckmorton, P.A.,
represent the Debtors as bankruptcy counsel.  Duane Morris LLP is
the special litigation, real estate, and hospitality counsel.
Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the
Debtors' chief restructuring officer.  Barry E. Mukamal and
Marcum, LLP, serve as accountants and financial advisors.  The
Barthet Firm is the special litigation collections counsel.  Barry
E. Somerstein and Greenspoon Marder Law serve as special real
estate counsel.

Elcom Hotel & Spa and Elcom Condominium have submitted a revised
disclosure statement filed in conjunction with the proposed
liquidating plan. The revised disclosure statement indicates that
unsecured creditors are still divided into two classes under the
Plan.  The Plan contemplates that holders of general unsecured
claims (expected to total $14 million to $79.1 million) will have
a recovery of 0% to 18%, which will be funded from the pro rata
distribution of "net free cash" and proceeds of causes of action
and remaining assets.  Holders of general unsecured vendor claims
(estimated at $500,000 to $971,000) -- those vendors who have
unsecured claims who agree to continue do business with the
Debtors -- will have a recovery of 50%, which will be funded from
the 50% distribution from "net free cash."

In December 2013, the Florida bankruptcy judge signed off on a
$13.4 million sale of the building's common areas to the
homeowners' association.  U.S. Bankruptcy Judge Robert A. Mark
approved the result of the auction in which the One Bal
Harbour residential association beat out an entity owned by Thomas
Sullivan, who is the largest shareholder of Elcom Hotel, and
stalking horse bidder Stoneleigh Capital LLC.


ENCORE CAPITAL: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: Encore Capital Corporation
        3635 Ruffin Road, Suite 100
        San Diego, CA 92123

Case No.: 14-00843

Chapter 11 Petition Date: February 5, 2014

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Hon. Margaret M. Mann

Debtor's Counsel: Mark A. Nelson, Esq.
                  LAW OFFICE OF MARK A. NELSON
                  3645 Ruffin Road, Suite 100
                  San Diego, CA 92123
                  Tel: 858-300-0030
                  Email: markanelson605@gmail.com

Total Assets: $1.50 million

Total Liabilities: $703,394

The petition was signed by Alan Carrington, secretary.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/casb14-843.pdf


ENVISION SOLAR: Appoints Paul Feller as New Director
----------------------------------------------------
Mr. Paul H. Feller accepted his appointment as a new director of
Envision Solar International, Inc., effective Jan. 23, 2014.

In consideration for Paul H. Feller's acceptance to serve as a
director of the Company, the Company agreed to grant 1,000,000
restricted shares of its common stock to Mr. Feller.

Paul H. Feller, age 48, has been involved with the management of
live entertainment events for over 18 years.  Since August 2012,
Mr. Feller has been an independent consultant to various public
companies.  From 2008 to 2012, he was the Chairman of the Board of
Directors, president, and chief executive officer of Stratus Media
Group, Inc., a global live entertainment company that owned and
operated such premier events as the Mille Miglia, Perugia
International Film Festival, Elite XC MMA, and Concours d'
Elegance.  Mr. Feller was the Chairman and CEO of Pro Elite, Inc.,
from 2010 from 2012.  In 2001, Mr. Feller founded Pro Sports &
Entertainment.  During  1999, he served as the M&A officer at SFX
Entertainment, Inc.

He has been a member of the Los Angeles Sports Council, Orange
County Sports Association, Asia International  Business and
Entertainment Association, US Professional Cycling Association,
and the UK Professional Cycling Association.  Prior to 1999, Mr.
Feller was a senior engineer of advance military design at
McDonnell Douglas and was a licensed professional cyclist with
USPRO Cycling Federation, BCA European Cycling Federation, and the
UCI Union Cycliste Internationale having spent much of his pro
career racing in Europe.  Mr. Feller was  knighted in 2011 by the
Swedish monarchy.  He attended Purdue University for Mechanical
Engineering with an Aerospace emphasis and currently is attending
Lincoln/Northwestern Law School for a Juris Doctorate.

                        About Envision Solar

Envision Solar International, Inc., is a developer of solar
products and proprietary technology solutions.  The Company
focuses on creating high quality products which transform both
surface and top deck parking lots of commercial, institutional,
governmental and other customers into shaded renewable generation
plants.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $2.07 million on $237,810 of revenues as compared with
a net loss of $1.81 million on $617,827 of revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.13
million in total assets, $3.10 million in total liabilities, all
current, and a $1.96 million total stockholders' deficit.

"As reflected in the accompanying unaudited condensed consolidated
financial statements for the nine months ended September 30, 2013,
the Company had net losses of $2,078,745.  Additionally, at
September 30, 2013, the Company had a working capital deficit of
$2,073,269, an accumulated deficit of $26,900,933 and a
stockholders' deficit of $1,964,668.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended Sept. 30, 2013.


FERRETERIA TESORO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ferreteria Tesoro Del Ebanista Inc.
        Calle Guayama Numero 251
        Hato Rey, PR 00917

Case No.: 14-00796

Chapter 11 Petition Date: February 5, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Mildred Caban Fores

Debtor's Counsel: Wanda I. Luna Martinez, Esq.
                  PMB 389
                  PO Box 194000
                  San Juan, PR 00919-4000
                  Tel: 787-998-2356
                  Fax: 787-200-8837
                  Email: quiebra@gmail.com

Total Assets: $4.25 million

Total Liabilities: $6.22 million

The petition was filed by Jesus Morales Velez, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-796.pdf


FISKER AUTOMOTIVE: Investors, Executives Hit by Another Lawsuit
---------------------------------------------------------------
Yuliya Chernova, writing for The Wall Street Journal, reported
that Kleiner Perkins Caufield & Byers, its partner emeritus Ray
Lane, and several others connected to Fisker Automotive have been
named in a new lawsuit that alleges they misled investors in the
now-bankrupt hybrid car company.

According to the report, several plaintiffs filed a lawsuit on
Jan. 31 in U.S. District Court in Delaware claiming that the
defendants violated securities law by allegedly misleading the
plaintiffs into investing in the company while withholding
pertinent information about the condition of Fisker's business.

This is at least the second lawsuit against Fisker executives and
investors filed in recent weeks, the report pointed out.  In late
December, Atlas Capital Management filed a lawsuit with similar
claims.

Plaintiffs in the latest lawsuit include David W. Raisbeck, who
invested $4.2 million into Fisker securities; Pinnacle Family
Office Investments, which bought $8 million worth of securities,
and others, the report related.  The lawsuit seeks to recover
about $20 million that the plaintiffs invested in Fisker.

Besides Kleiner Perkins and Mr. Lane, defendants include Henrik
Fisker, Bernhard Koehler and Joe DaMour, who are former Fisker
executives; Peter McDonnell and Keith Daubenspeck, executives at
brokerage firm Advanced Equities, which solicited investments for
Fisker from individuals; and Richard Li Tzar Kai and his
investment vehicle Ace Strength Ltd., which is currently the
controlling shareholder in Fisker, the report added.

                      About Fisker Automotive

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

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

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

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

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

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

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

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

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

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

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

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


FOUR SEASONS MALL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Four Seasons Mall Fee LP
        205 S. Chancelor Street
        Newtown, PA 18940

Case No.: 14-10959

Chapter 11 Petition Date: February 7, 2014

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Jean K. FitzSimon

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: 215-557-3551
                  E-mail: aciardi@ciardilaw.com

                    - and -

                  Jennifer E. Cranston, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: 215 557 3550
                  E-mail: jcranston@ciardilaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jason Glazler, president of Four
Seasons Mall Holdings, LLC, general partner.

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


FREE LANCE-STAR: Sec. 341(a) Meeting Set for Feb. 28
----------------------------------------------------
The U.S. Trustee for Region 4 will hold a meeting of creditors of
The Free Lance-Star Publishing Co. of Fredericksburg, Va., and
William Douglas Properties, LLC, pursuant to Section 341(a) of the
Bankruptcy Code on Feb. 28, 2014, at 10:00 a.m., at the Office of
the U.S. Trustee, at 701 East Broad St., Suite 4300, in Richmond,
Virginia.

This is the first meeting of creditors under Section 341(a) of
the Bankruptcy Code.

The meeting offers creditors a one-time opportunity to examine the
Debtors' representative under oath about the Debtors' financial
affairs and operations that would be of interest to the general
body of creditors.  Attendance by the Debtor's creditors at the
meeting is welcome, but not required.  The meeting may be
continued and concluded at a later date specified in a notice
filed with the United States Bankruptcy Court Eastern District of
Virginia (Richmond).

Proof of claims are due by May 29, 2014.  Complaint for
determination of dischargeability of debt due by April 29.

               About The Free Lance-Star Publishing

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

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

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

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


FREE LANCE-STAR: Can Use Cash Collateral Until Feb. 28
------------------------------------------------------
Judge Kevin R. Heunnekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, gave The Free
Lance-Star Publishing Co. of Fredericksburg, Va., and William
Douglas Properties, LLC, interim authority to use cash collateral
until Feb. 28, 2014, to pay amounts approved by the Court and to
provide working capital for the Debtors.

DSP is entitled to adequate protection of its interests in the
cash collateral in an amount equal to the aggregate diminution in
value of DSP's cash collateral.  As adequate protection, DSP is
granted the following: (a) valid, perfected and enforceable
continuing replacement security interests and liens; and (b) a
payment of the first day of each month in the amount of $70,000.

The final hearing is scheduled for Feb. 27, 2014, at 11:00 a.m.
Objections must be submitted prior to Feb. 20.

A full-text copy of the Interim Cash Collateral Order with 13-week
budget is available at:

       http://bankrupt.com/misc/FREELANCEcashcollord0203.pdf

               About The Free Lance-Star Publishing

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

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

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

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


GENERAL MOTORS: Profit Falls 13% in Fourth Quarter
--------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. reported a 13% decline in its fourth-quarter
profit as strength in North America and China failed to offset
declines elsewhere, with currency problems and costs related to
plant closings eroding profitability.

According to the report, the results offered little grace period
to new Chief Executive Mary Barra, who took over a company in
January that faces pressures outside of North America that may
prove greater than previously suggested.  The Detroit-based auto
maker has said it would spend $1.1 billion this year to fix
problems in its international operations outside of China.

"This was a relatively noisy quarter," said Edward Jones equity
analyst Christian Mayes, the report cited.  "There were a lot of
one-time items, but stripping those out, GM missed earnings
expectations by a wide amount. International operations looked
weak, with Europe still losing money for GM and South America
barely breaking even. Perhaps what we're seeing is an element of
clearing the decks for the new management team coming on board
with some of the restructuring charges."

GM shares initially slipped on Feb. 6 before edging into positive
territory after the company reaffirmed its earnings will improve
"modestly" this year, the report related.  For the fourth quarter,
GM posted a North America profit margin of 7.5%, compared with 5%
for the same period a year earlier.

For the fourth quarter, GM reported a profit before dividends of
$1.04 billion, compared with $1.19 billion a year earlier, the
report further related.  Excluding some charges, the company
earned 67 cents a share, lagging behind analysts' estimate of 88
cents a share. Revenue was $40.5 billion. Net income, after
dividends, increased to $913 million from $892 million.

                     About Motors Liquidation

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

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

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

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


GENWORTH MORTGAGE: Moody's Raises IFSR to Ba1; Outlook Positive
---------------------------------------------------------------
Moody's Investors Service has upgraded the insurance financial
strength ratings of Genworth's US mortgage insurance subsidiaries,
Genworth Mortgage Insurance Corporation (GMICO), the flagship
insurer, and Genworth Residential Mortgage Insurance Corporation
of North Carolina (GRMIC), to Ba1, from Ba2. The outlook on the
ratings is positive.

The rating action was prompted by the announcement by Genworth
that it invested the proceeds of its December 2013 $400 million
senior notes issued by Genworth Holding, Inc.'s (Baa3 senior debt,
stable) in its US mortgage insurance business in December 2013. It
contributed $300 million to Genworth Mortgage Holdings, LLC, and
another $100 million to GMICO. The investments are in anticipation
of higher capital requirements under the government-sponsored
enterprises' (GSEs) new eligibility standards to become public
sometime in 2014. Genworth also indicated that some or all of the
$300 million at Genworth Mortgage Holdings, LLC could be allocated
for the benefit of GMICO, subject to various considerations
including the finalized GSEs eligibility standards.

Ratings Rationale

Moody's says the ratings upgrade reflects the improving capital
profile of the US mortgage insurance operations (US MI) following
the capital contribution, the group's anticipated continued
support , improving business fundamentals, a return to
profitability in 2013, and a continued reduction in legacy losses.

The $100 million capital injection reduced the estimated combined
US MI statutory risk-to-capital ratio (RTC) to 19.5:1 and GMICO's
RTC to 19.3:1, as of 31 December 2013. An additional $300 million
contribution would reduce RTC by approximately four points, and
further enhance the mortgage insurer's ability to meet the new
tighter GSEs eligibility criteria. Moody's said that while a
capital contribution to GMICO is clearly credit positive, it is
uncertain if GMICO would need capital beyond the current capital
raise in order to meet the new eligibility criteria.

Beyond the lack of current visibility about the capital charge for
mortgage risks, Moody's says a distinct source of uncertainty for
GMICO is the GSE treatment of affiliated investments. GMICO's
assets comprise approximately $1.2 billion of statutory value from
affiliated investments, such as shares of affiliates and stacked
mortgage insurance operations. A portion of those could be
meaningfully discounted under the new GSEs criteria. However,
Moody's stated that Genworth appears committed to meet the new
eligibility criteria of the GSEs and the company has indicated
they would consider a variety of funding options, including the
use of reinsurance, and funds from a proposed partial initial
public offering if its Australian mortgage business to address a
potential capital shortfall at GMICO.

Moody's says GMICO's capital position and profitability prospects
have been strengthening as the firm writes high quality new
business and as its legacy exposures wind down. Additionally,
improving housing market conditions have reduced the downside
risks of the company's insured portfolio. However, these strengths
are moderated by the firm's still modest capital position and weak
profitability. Although Moody's does not give credit for full
parental support to GMICO in times of severe stress, recent
developments demonstrated a degree of parental support amid an
improving mortgage insurance profitability outlook.

Moody's cited that the following factors could lead to an upgrade:
(1) substantial improvement in capital adequacy; (2) full
compliance with the new GSEs eligibility criteria; (3) continued
improvement in profitability. The following factors could lead to
a downgrade: (1) inability or unwillingness to meet the GSEs new
eligibility criteria; (2) losses for the full year 2014.

Ratings Outlook

The positive rating outlooks reflect the mortgage insurers'
improving capital adequacy and profitability combined with the
group's efforts and, in our opinion, its ability, to meet the
forthcoming GSEs eligibility standards through further
strengthening of its capital adequacy profile.

The following ratings have been upgraded:

Genworth Mortgage Insurance Corporation

-- Insurance financial strength rating to Ba1, from Ba2.

Genworth Residential Mortgage Insurance Corporation of North
Carolina

-- Insurance financial strength rating to Ba1, from Ba2.

Genworth Financial, Inc., headquartered in Richmond, Virginia, is
the holding company for Genworth Mortgage Holdings, LLC. (parent
of GMICO), reported total assets of $108.0 billion and total
stockholders' equity, excluding non-controlling interests of $14.4
billion as of 31 December 2013.

The principal methodology used in rating Genworth mortgage
insurance operations was"Moody's Global Methodology for Rating
Mortgage Insurers" published on December 2012.

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


GETTY IMAGES: Bank Debt Trades at 6% Off
----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 93.71 cents-on-
the-dollar during the week ended Friday, February 7, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease
of 0.46 percentage points from the previous week, The Journal
relates.  Getty Images Inc. pays 350 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Oct. 14,
2019, and carries Moody's B2 rating and Standard & Poor's
B- rating.  The loan is one of the biggest gainers and losers
among 205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

As reported in the Troubled Company Reporter on Sept. 5, 2013,
Moody's Investors Service placed the ratings of Getty Images on
review for downgrade based on weaker than expected results through
2Q2013 and Moody's revised expectations for the next 12 months.
According to Moody's, Corporate Family Rating of Getty Images,
Inc. and Abe Investment Holdings, Inc., currently B2, is
placed on review for possible downgrade.


GILBERT HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Gilbert Hospital, LLC
        5656 South Power Road
        Gilbert, AZ 85295

Case No.: 14-01451

Chapter 11 Petition Date: February 5, 2014

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Hon. Randolph J. Haines

Debtor's Counsel: Pernell W. McGuire, Esq.
                  DAVIS MILES MCGUIRE GARDNER, PLLC
                  320 N. Leroux Street, Suite A
                  Flagstaff, AZ 86001
                  Tel: 928-779-1173
                  Fax: 877-715-7366
                  Email: pmcguire@davismiles.com

                       - and -

                  Bryce A. Suzuki, Esq.
                  BRYAN CAVE LLP
                  2 N. Central Ave., #2200
                  Phoenix, AZ 85004
                  Tel: 602-364-7285
                  Fax: 602-364-7070
                  Email: bryce.suzuki@bryancave.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bradley Newswander, board chair.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb14-1451.pdf


GMX RESOURCES: Cancels Registration of Securities
-------------------------------------------------
GMX Resources Inc. on Feb. 6 filed with the Securities and
Exchange Commission a Form 15 "CERTIFICATION AND NOTICE OF
TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934,"
with respect to these securities:

     * Common Stock, par value $.001 per share
     * Rights to purchase Series A Junior Participating
       Preferred Stock
     * 9.25% Series B Cumulative Preferred Stock
     * Units to purchase 1 share of Common Stock and
       1 Class A Warrant
     * Class A Warrants to purchase Common Stock

According to GMX, there are no holders of record as of the
certification or notice date.

On Dec. 5, 2013, the Debtors filed the First Amended Joint Plan of
Reorganization of GMX Resources Inc. and its Debtor Subsidiaries
under Chapter 11 of the Bankruptcy Code.  On Jan. 22, 2014, the
Bankruptcy Court entered an Order Confirming First Amended Joint
Plan of Reorganization.

The Plan was declared effective Feb. 3, 2014.

The reorganization of the Debtors' capital structure under the
Plan reduces the total amount of outstanding indebtedness by
approximately $505,000,000 under four separate indentures. Secured
claims under the senior-most indenture, allowed by the Bankruptcy
Court in the amount of $338,000,000 have been exchanged for equity
interests in Thunderbird Resources Equity Inc. -- Reorganized GMXR
-- and/or Thunderbird Resources LP -- New GMXR.

As of the Effective Date, the Company will enter into a Second
Amended and Restated Certificate of Incorporation of GMX
Resources, Inc., whereby, among other things, the Company's name
will change to Thunderbird Resources Equity Inc.  The Thunderbird
Charter authorizes the issuance of 20,000,000 shares of common
stock of the par value of $0.001 per share. The number of shares
of common stock to be issued by Thunderbird Resources Equity Inc.,
as Reorganized GMXR, out of its authorized shares, as well as the
number of New GMXR Interests, will be determined as of, and issued
on, the Effective Date in accordance with Section 4.01 of the
Plan.

All priority non-tax claims have been paid off Feb. 3 or will be
paid as soon as reasonably practical.  General unsecured creditors
received a pro rata share of (1) interests in a creditor trust
created as of the Effective Date; and (2) $1.5 million in cash.

At the option of the Debtors (with certain required consents),
intercompany claims were either reinstated or eliminated, in full
or in part.  As of the Effective Date, all rights and interests of
holders of the Company's common and preferred stock have been
terminated.  Finally, equity interests in the debtor subsidiaries
are now held directly by Reorganized GMXR for the benefit of the
holders of Reorganized GMXR common stock.

A copy of the Order Confirming First Amended Joint Plan of
Reorganization of GMX Resources Inc. and its Subsidiaries Under
Chapter 11 of the Bankruptcy Code entered on January 22, 2014, is
available at http://is.gd/gL6WOZ

A copy of the First Amended Joint Plan of Reorganization of GMX
Resources Inc. and its Debtor Subsidiaries Under Chapter 11 of the
Bankruptcy Code (confirmed by the Bankruptcy Court), is available
at http://is.gd/hlsWbW

A copy of Schedules disclosing the Company's assets and
liabilities as of Dec. 31, 2013, is available at
http://is.gd/EWUJkj

                        About GMX Resources

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

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

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

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

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

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

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


GOLDKING HOLDINGS: Alvarez & Marsal to Provide Forensics Services
-----------------------------------------------------------------
Goldking Holdings, LLC, et al., ask the U.S. Bankruptcy Court for
the Southern District of Texas for authorization to enter into a
postpetition agreement with Alvarez & Marsal Global Forensic and
Dispute Services, LLC to provide computer forensics and related
services.

An expedited hearing on the matter has been requested for Feb. 10,
2014, at 2:00 p.m.

Prior to the bankruptcy cases, Gibbs & Bruns LLP, as counsel, and
the Debtors required the services of an electronic data specialist
like A&M in connection with the litigation because of the sheer
volume of electronic data in the Debtors' possession that was
subject to the Debtors' discovery obligations.

On Feb. 1, 2013, Gibbs & Bruns, the Debtor and A&M entered into a
letter agreement pursuant to which, among other things, Gibbs &
Bruns agreed to retain A&M to provide computer forensics,
electronic discovery and forensic data mining services to Gibbs &
Bruns and Holdings, in connection with the litigation.  On June 3,
Gibbs & Bruns, Holdings and A&M entered into a revised letter
agreement, which was identical to the Original A&M Agreement in
all substantive respects except that it was addressed to, and
executed by, Eddie Herbert, the new chief executive officer of
Holdings.

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

The Debtors and Gibbs & Bruns continue to require the services of
A&M in connection with the litigation to, among other things:

   a) host the current electronic document database;

   b) create and host any other databases necessary to prosecute
      the litigation; and

   c) assist in the production of certain electronic documents
      to the defendants in the litigation.

The Gibbs & Bruns application states that it is also seeks
approval of a litigation support firm which, while not identified
by name, is A&M.

Edwin Lee, managing director of the firm, assures the Court that
A&M's services for other clients do not relate to the Debtor's
Chapter 11 cases or the litigation.  If any new relevant facts or
relationships are discovered or arise, A&M will promptly file a
supplemental declaration.

A copy of the agreements is available for free at:

     http://bankrupt.com/misc/GOLDKINGHOLDINGSa_magreement2.pdf

                      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.  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.


GREEN MOUNTAIN: Moody's Says Coke Partnership is Credit Positive
----------------------------------------------------------------
Moody's Investors Service said that the announcement of a long
term strategic partnership between The Coca-Cola Company ("Coke",
Aa3, stable) and Green Mountain Coffee Roasters, Inc. ("GMCR",
Ba2, stable) is a credit positive for both companies. On February
5th, the companies jointly announced that they will be entering
into a ten-year agreement to collaborate on the development and
introduction of The Coca-Cola Company's global brand portfolio for
use in GMCR's planned Keurig Cold(TM) at-home beverage system. As
part of the agreement, GMCR and The Coca-Cola Company will
cooperate to bring the new Keurig Cold(TM) beverage system to
consumers around the world. In order to align their long-term
interests, the companies also entered into a Common Stock Purchase
Agreement under which The Coca-Cola Company will purchase a 10%
minority equity position in GMCR and have the option to increase
its stake to up to 16%.

"For Coca-Cola, the benefits of the partnership include the
ability to compete in the prepared in home segment of the cold
beverage industry" said Linda Montag, Moody's SVP. "This is
particularly important given a long-term decline in traditional
carbonated soft beverage (CSD) category in the U.S. Furthermore,
the partnership offers Coca the potential to diversify its
beverage offerings and distribution model to benefit from the
growing at home pod coffee market", added Ms. Montag.

"For GMCR, the transaction is an even bigger boost as the company
will benefit from Coca-Cola's R&D, sales & marketing capabilities
and global distribution in addition to the exclusive right to use
Coke's world leading brands in its pod system" said Brian
Weddington, Moody's VP -- Senior Credit Officer.

The $1.25 billion investment by Coke for a 10% stake is manageable
given that the company had over $17 billion in cash and short term
investments as of the end of its 2013 third quarter. GMCR said
that it intends to use proceeds from Coke's investment both for
share buybacks under its existing $1.1 billion share repurchase
authorization and to fund investment in the new cold beverage
system.

Green Mountain Coffee Roasters, Inc. ("GMCR") based in Waterbury,
Vermont, is a manufacturer of Keurig(R) single serve brewing
systems and beverages, including specialty coffee, tea and other
beverages, in single serve packs for use with its brewers. For the
twelve months ended December 28, 2013 the company generated net
sales of $4.4 billion.

The Coca-Cola Company ("Coca-Cola"), based in Atlanta, Georgia, is
the world's largest manufacturer, marketer and distributor of
nonalcoholic beverage concentrates and syrups. Coke and its rated
bottlers had aggregated system sales of over $85 billion in 2012.

The key methodology used to analyze GMCR is the Global Packaged
Goods Methodology (published in June 2013). The key methodology
used to analyze Coca-Cola is the Global Soft Beverage Methodology
(published in May 2013).


GULF STATES LONG TERM: La. Judge Won't Dismiss Appeal on Plan
-------------------------------------------------------------
Louisiana District Judge Jane Triche Milazzo denied the request of
David Adler, as disbursing agent for Gulf States Long Term Acute
Care of Covington, L.L.C., to dismiss an appeal from a bankruptcy
court order clarifying the terms of the confirmed plan for the
Debtor.

The bankruptcy court confirmed Debtor's Third Amended Plan of
Reorganization on Feb. 22, 2010.  Mr. Adler filed a motion for
clarification of the Plan.  The bankruptcy court granted the
motion in part and ordered as follows:

     -- that . . . Disbursing Agent . . . may not pursue any
        claims against Robert A. Maurin; Gregory Frost;
        Breazeale, Sachse & Wilson, LLP; Jamestown, Inc.;
        Jamestown Gaming, L.L.C.; Gulf States Meadows, LP; Gulf
        States Healthcare Properties of Dallas, L.L.C.; Gulf
        States of Dallas Holdings, L.L.C.; New Braunfels
        Healthcare Properties, L.L.C. ["Part 1"]

     -- that . . . Disbursing Agent . . . may pursue claims
        against Gulf States of Dallas Holdings, L.L.C.; B & G
        Healthcare Properties, L.L.C.; Jamestown Healthcare
        Properties of Dallas, L.L.C.; and Gregory Walker.
        ["Part 2"]

     -- that [Disbursing Agent] may also pursue, if successful
        on any retained causes of action, all means of
        collection, including, but not limited to, the assertion
        of veil piercing or alter ego theories of recovery
        against Maurin. ["Part 3"]

The Clarification Order was reported in the Troubled Company
Reporter on March 1, 2013.

Robert Maurin, Jamestown, Inc., Jamestown Gaming, L.L.C., Gulf
States Meadows, LP, Gulf States Healthcare Properties of Dallas,
L.L.C., and New Braunfels Healthcare Properties, L.L.C. took an
appeal from Part 2 and Part 3 of the bankruptcy court's order.

Mr. Adler responded with a motion to dismiss, arguing that the
Appellants lack standing to appeal.

According to the Court, given that Mr. Adler has filed an
adversary complaint against, inter alia, the parties listed in
Part 2, the Court finds that the Appellants are sufficiently
aggrieved by the bankruptcy order to establish appellate standing.

A copy of the District Court's Feb. 3, 2014 Order and Reasons is
available at http://is.gd/0Mi7Mcfrom Leagle.com.

Based in Covington, Louisiana, Gulf States Long Term Acute Care of
Covington, LLC, filed for Chapter 11 bankruptcy protection (Bankr.
E.D. La. Case No. 09-11116) on April 20, 2009.  William E.
Steffes, Esq., at Steffes Vingiello & McKenzie LLC, in Baton
Rouge, Louisiana, served as the Debtor's counsel.  In its
petition, the Debtor estimated $0 to $50,000 in assets, and
$1 million to $10 million in debts.  The Debtor's plan of
reorganization was confirmed on Feb. 22, 2010.


GYMBOREE CORP: Bank Debt Trades at 10% Off
------------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 89.75 cents-on-the-
dollar during the week ended Friday, February 7, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.71
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Feb. 23, 2018.  The bank
debt carries Moody's B2 and Standard & Poor's B- rating.  The loan
is one of the biggest gainers and losers among 204 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in San Francisco, California, The Gymboree
Corporation is a retailer of infant and toddler apparel.  The
company designs and distributes infant and toddler apparel through
its stores which operates under the "Gymboree", "Gymboree Outlet",
"Janie and Jack" and "Crazy 8" brands in the United States, Canada
and Australia. Revenues are approximately $1.2 billion. The
company is owned by affiliates of Bain Capital Partners LLC.


HALSEY MCLEAN: Trustee Selling Bel Air Home for $10 Million
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Halsey Minor is selling a 7,500-
square-foot home on Sarbonne Road in the Bel Air section of Los
Angeles for $10 million, unless a higher offer turns up before the
approval hearing on Feb. 19.

According to the report, the trustee previously listed Minor's
mansion in San Francisco for sale at about $20 million.

                   About Halsey McLean Minor

Halsey McLean Minor, who sold CNET Networks Inc. to CBS Corp. in
2008 for $1.8 billion, filed a liquidating Chapter 7 bankruptcy
petition (Bankr. C.D. Cal. Case No. 13-bk-23787) on May 24, 2013
in Los Angeles.

Dawn McCarty and Ari Levy, writing for Bloomberg News, reported
that Mr. Minor made sure that he won't be the only one who's
uncomfortable.  There's no money for his unsecured creditors, he
said in his bankruptcy petition, which seeks to hand over all his
eligible assets to a court official who will sell them to the
highest bidder and wipe Minor's finances clean for whatever he
decides to do next.

"Choosing Chapter 7 is clearing the slate," Bob Rattet, a
bankruptcy lawyer in White Plains, New York, told the news agency.
"He isn't required like Middle America to pay his debts, because
they're mostly business-related."

The Bloomberg report discloses that Mr. Minor is yet to file lists
of his assets and liabilities.  He also hasn't made the required
disclosure about his income and transactions before bankruptcy.
The petition claims that assets total less than $50 million while
debt is more than $50 million.


HARTWIG TRANSIT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hartwig Transit, Inc.
        3833 Industrial Avenue
        Rolling Meadows, IL 60008

Case No.: 14-03843

Chapter 11 Petition Date: February 7, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Donald R Cassling

Debtor's Counsel: Gregory K Stern, Esq.
                  GREGORY K. STERN, P.C.
                  53 West Jackson Blvd., Suite 1442
                  Chicago, IL 60604
                  Tel: 312 427-1558
                  Fax: 312 427-1289
                  E-mail: gstern1@flash.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gerald Hartwig, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb14-3843.pdf


HEALTH CARE REIT: Fitch Affirms 'BB+' Preferred Stock Rating
------------------------------------------------------------
Fitch Ratings has affirmed the following credit ratings of Health
Care REIT, Inc. (NYSE: HCN):

-- Issuer Default Rating (IDR) at 'BBB';
-- Senior unsecured lines of credit at 'BBB';
-- Senior unsecured term loans at 'BBB';
-- Senior unsecured notes at 'BBB';
-- Senior unsecured convertible notes at 'BBB';
-- Preferred stock at 'BB+'.

The Rating Outlook is Stable.

Key Rating Drivers

The ratings reflect HCN's broad healthcare real estate platform,
which generates largely predictable cash flow principally from
private pay sources in markets with strong demographics.  The
company has projected fixed charge coverage and leverage
appropriate for a 'BBB' rated healthcare REIT.  HCN also has
strong access to capital and a solid liquidity position, including
contingent liquidity from unencumbered assets, and a strong
management team.  Credit concerns center on operational volatility
associated with the company's REIT Investment Diversification and
Empowerment Act of 2007 (RIDEA)-related investments, modest
operator concentration, and impact on future growth financing
given broad equity underperformance in the healthcare real estate
sector.

Stable Cash Flow

HCN's portfolio features long-term leases that create a recurring
stream of cash flows to service fixed charges and fund external
growth.  The company's weighted average lease maturity was 12
years at Sept. 30, 2013, and only 6.8% of revenue (excluding RIDEA
investments) expires through 2016.  Further, the company's leases
have structural protections including parent guarantees, letters
of credit/security deposits, and master leases/cross-
collateralization agreements, which limit operators' ability to
selectively renew leases for better performing assets.

Favorable Portfolio Characteristics

Approximately 91% of the portfolio is located in the top 31
domestic metropolitan statistical areas or on the East or West
coasts, based on data from the National Investment Center for the
Seniors Housing & Care Industry.  The company's RIDEA investments
(33% of NOI) also exhibit favorable demographics including
household incomes and home values that are 63% and 31% above the
broader United States, respectively.  These favorable qualities
mitigate inherent volatility in the RIDEA portfolio and have led
to strong quarterly same store net operation income (SSNOI) growth
averaging 4% across the aggregate portfolio since 2011.

Modest Government Reimbursement Risk

HCN has a favorable payor mix with private pay sources
representing 82% of third quarter (3Q) NOI.  As a result, Fitch
does not expect that rules by the Centers for Medicare and
Medicaid Services (CMS) for fiscal year 2014 will have a material
impact on the company's cash flow.  Prospective payment system
(PPS) payment growth rates for Medicare in skilled nursing
facilities are 1.3% for fiscal year (FY) 2014 following 1.8% in
FY2013, and 1.3% for long-term acute care hospitals in FY2014
following 1.7% in FY2013.  In addition, sequestration that was
effective April 1, 2013 lowered Medicare reimbursements by 2% per
the Budget Control Act of 2011, but should have an immaterial
impact on HCN's tenant's EBITDARM coverage over the near term.

Strong SSNOI Growth to Decelerate in 2014

SSNOI growth has been solid in a range of 3.5%-5% on a quarterly
basis since the fourth quarter of 2010 (4Q'10) and up 3.7% in
3Q'13, led by the seniors housing operating portfolio at 9.4%.
Fitch expects that SSNOI growth will moderate in 2014-2015 to the
low-single digits, driven by deceleration in RIDEA-driven growth
to approximately 4-5%.

Appropriate Credit Metrics for 'BBB'

Leverage of 6.9x at Sept. 30, 2013 is elevated, yet overstated
given timing of the final phase of the Sunrise acquisition, which
closed in July 2013.  Leverage calculated with 3Q'13 EBITDA is
6.2x and appropriate for the rating.  Fitch expects that leverage
will stabilize in the 6.3x-6.4x range over the longer term, which
is consistent with the 'BBB' IDR.  Fixed charge coverage (FCC) was
2.8x for both the trailing 12 months (TTM) and quarter ended Sept.
30, 2013.  Fitch expects that HCN's FCC will remain around this
level over the next 12-24 months, as accretive growth from
acquisitions and developments is mitigated by increasing capital
expenditures and higher cost of capital.  Fitch defines fixed-
charge coverage as recurring operating EBITDA, less recurring
capital expenditures and straight-line rent adjustments, divided
by total interest incurred and preferred dividends.  Projected
coverage is appropriate for the rating.

Strong Access to Capital

HCN raised approximately $3.6 billion of capital in 2013,
including unsecured bonds, term loans, and follow-on common
equity.  The company also upsized its credit facility while
extending the term and lowering the LIBOR spread to 117.5 basis
points (bps) from 135 bps.

Robust Financial Flexibility

HCN's liquidity position pro forma for recent capital transactions
is adequate, with total sources of liquidity covering uses by 1.5x
for the period Oct. 1, 2013 to Dec. 31, 2015.  Sources of
liquidity include unrestricted cash, availability under the
unsecured revolving credit facility, and projected retained cash
flow from operating activities after dividends.  Uses of liquidity
include pro rata debt maturities, recurring capital expenditures,
and remaining development costs.  Only 13.9% of pro-rata debt
matures through 2015 and no more than 13% of total debt matures in
any given year through 2017, limiting refinancing risk.  HCN also
has strong contingent liquidity with unencumbered asset coverage
of unsecured debt (UA/UD) based on a stressed 8.5% capitalization
of 2.3x, pro forma for recent unsecured debt transactions and
upcoming secured debt repayment.

Elevated AFFO Payout Ratio

Health Care REIT has paid out more than 90% of AFFO as common
dividends since 2010, indicating moderate internally generated
liquidity.  The company's AFFO payout ratio was 94% through Sept.
30, 2013 and Fitch expects the ratio will remain relatively flat
over the near term as accretive investments should be offset by
the 3.9% dividend increase announced for 2014 and increasing capex
from RIDEA investments.

Underperforming Equity

HCN and the broader healthcare REIT sector have underperformed
indices over the past 12 months, driven by market factors (sizable
NAV premiums beginning to normalize) and fundamental issues
(growth deceleration and elevated levels of new supply).
HCN has historically taken advantage of richly priced equity to
finance its sizable growth, issuing more than $10 billion of
common equity since 2006 at an average 28% premium to NAV.  The
recent underperformance (the company currently trades at a 5%
premium) raises uncertainty about future equity financing and
whether the company will be able to grow in a leverage-neutral
manner without diluting equity holders.

Modest Tenant Concentration

As of Sept. 30, 2013, Sunrise Senior Living was the company's
largest tenant at 18% of invested capital, with the five largest
tenants representing 43%.  This concentration is high relative to
other asset classes but strong relative to peers Ventas, Inc.
('BBB+'/Outlook Stable) and HCP, Inc. ('BBB+'/Outlook Stable),
whose five largest tenants comprise 56% and 59%, respectively.
The concentration is also mitigated by the solid performance of
these tenants, which operate in well-diversified, attractive high-
barrier-to-entry markets, and with cross-collateralized lease
structures.

International Expansion Presents Event Risk

HCN has accelerated its growth in Canada and the United Kingdom
via various acquisitions over the past 12 months, highlighted by
Revera and the final phase of Sunrise Senior Living.  The cash
flow diversification and favorable demographics underlying the
transactions are credit positives.  However, event risk arises
from future uncertainties related to regulatory and entitlement
risk in these markets.  Fitch expects that the company will
continue to grow in Canada and the UK and potentially enter new
markets over the next 12-24 months, which further exacerbates
these risks.  That being said, Fitch has a favorable view of HCN's
management team, which has prudently entered new markets in a
disciplined, well-executed manner.

Stable Outlook

The Stable Outlook centers on HCN's normalized credit metrics that
are appropriate for the rating coupled with strong liquidity and
access to capital.  In addition, Fitch expects healthcare real
estate to continue to benefit from positive demographic trends
over the near to medium term.

Preferred Stock Notching

The two-notch differential between HCN's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with a 'BBB' IDR.  These preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

Rating Sensitivities

The following factors may result in positive momentum in the
ratings and/or Outlook:

-- Fitch's expectation of fixed-charge coverage sustaining above
    3.0x (TTM coverage at 3Q'13 was 2.8x);
-- Fitch's expectation of leverage sustaining below 5.5x (3Q'13
    annualized leverage was 6.2x);
-- Fitch's expectation of unencumbered assets to unsecured debt
    based on an 8.5% capitalization rate sustaining above 2.5x
    (pro forma UA/UD is 2.3x).

The following factors may result in negative momentum in the
ratings and/or Rating Outlook:

-- Fitch's expectation of fixed charge coverage sustaining below
    2.5x;
-- Fitch's expectation of leverage sustaining above 6.5x;
-- Fitch's expectation of unencumbered assets to unsecured debt
    sustaining below 2.0x.


HELLER EHRMAN: Unfinished-Business Suits Remain Unfinished
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the liquidated law firm Heller Ehrman LLC must
conduct a trial before a bankruptcy judge in San Francisco can
decide whether four law firms are liable to hand over fees
generated completing work left unfinished when California-based
Heller went out of business.

According to the report, U.S. Bankruptcy Judge Dennis Montali
wrote decisions in April 2011 and March 2013 on the question of
whether a law firm that completes a failed firm's unfinished
business must pay income or profit to the trustee for the defunct
firm.

Judge Montali said in March that firms taking on lawyers from a
failing practice are automatically liable to the failed firm for
profits on business the lawyers bring with them, the report
related.

Judge Montali didn't set down a rule to calculate how much each
firm must pay, the report noted.  The four law firms still in the
fight are Davis Wright Tremaine LLP, Foley & Lardner LLP, Jones
Day and Orrick Herrington & Sutcliffe LLP.

The lawsuits include Heller Ehrman LLP v. Jones Day (In re Heller
Ehrman LLP), 10-3221, U.S. Bankruptcy Court, Northern District of
California (San Francisco).

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Cal., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  On Aug. 13, 2010, the
Court confirmed Heller's Joint Plan of Liquidation.


HERON LAKE: Boulay PLLP Raises Going Concern Doubt
--------------------------------------------------
Heron Lake BioEnergy, LLC, filed with the U.S. Securities and
Exchange Commission on Jan. 29, 2014, its annual report on Form
10-K for the fiscal year ended Oct. 31, 2013.

Boulay PLLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has incurred losses due to difficult market conditions and had
lower levels of working capital than was desired.

The Company reported a net income of $2.27 million on $163.76
million of revenues for the fiscal year ended Oct. 31, 2013,
compared with a net loss of $32.35 million on $168.66 million of
revenues for the year ended Oct. 31, 2012.

The Company's balance sheet at Oct. 31, 2013, showed
$60.79 million in total assets, $33.24 million in total
liabilities, and stockholders' equity of $27.55 million.

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

                        http://is.gd/AevXHt

                         About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73
percent of Agrinatural Gas, LLC, the pipeline company formed to
construct, own, and operate a natural gas pipeline that provides
natural gas to the Company's ethanol production facility through a
connection with the natural gas pipeline facilities of Northern
Border Pipeline Company in Cottonwood County, Minnesota.  Its
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process approximately 18.0
million bushels of corn each year, producing approximately 50
million gallons per year of fuel-grade ethanol and approximately
160,000 tons of distillers' grains with soluble.

In its report on the Company's financial statements for the fiscal
year ended Oct. 31, 2012, Boulay, Heutmaker, Zibell & Co.
P.L.L.P., in Minneapolis, Minnesota, expressed substantial doubt
about Heron Lake BioEnergy's ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred losses due to difficult market conditions and the
impairment of long-lived assets.  "The Company is out of
compliance with its master loan agreement and is operating under a
forbearance agreement whereby the Company agreed to sell
substantially all of its assets."

The Company reported a net loss of $32.35 million for the year
ended Oct. 31, 2012, as compared with net income of $543,017 for
the year ended Oct. 31, 2011.  The Company's balance sheet at
July 31, 2013, showed $60.75 million in total assets, $35.47
million in total liabilities and $25.27 million total members'
equity.

                         Bankruptcy Warning

At Jan. 31, 2013, the Company's total indebtedness to AgStar was
approximately $41.1 million.  All of the Company's assets and real
property are subject to security interests and mortgages in favor
of AgStar as security for the obligations of the master loan
agreement.  The Company's failure to pay any required installment
of principal or interest or any other amounts payable under the
Company's Term Loan or Term Revolving Loan or the Company's
failure to perform or observe any covenant under the Sixth Amended
and Restated Master Loan Agreement would result in an event of
default, entitling AgStar to accelerate and declare due all
amounts outstanding under the Company's Term Loan and its Term
Revolving Loan.

"Upon the occurrence of any one or more Events of Default, as
defined under the Sixth Amended and Restated Forbearance
Agreement, including failure to observe any of the financial or
affirmative covenants...AgStar may accelerate all of our
indebtedness and may seize the assets that secure our
indebtedness, causing us to lose control of our business.  We may
also be forced to sell our assets, restructure our indebtedness,
submit to foreclosure proceedings, cease operations or seek
bankruptcy or reorganization protection," according to the
Company's quarterly report for the three months ended Jan. 31,
2013.


IASIS HEALTHCARE: Moody's Affirms Ba3 Sr. Secured Debt Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of IASIS Healthcare
LLC, including the Ba3 rating on its senior secured bank debt, and
Caa1 rating on its senior unsecured notes. IASIS Healthcare LLC is
a wholly owned subsidiary of IASIS Healthcare Corporation
(collectively IASIS). Moody's also reassigned the company's B2
Corporate Family Rating and B2-PD Probability of Default Rating to
IASIS Healthcare LLC, the highest organizational level with rated
debt, from IASIS Healthcare Corporation. The outlook for the
ratings is stable.

Ratings assigned:

IASIS Healthcare LLC:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Ratings affirmed/LGD assessments revised:

IASIS Healthcare LLC:

Senior secured revolving credit facility at Ba3 (LGD 2, 25%)
from Ba3 (LGD 2, 23%)

Senior secured term loan at Ba3 (LGD 2, 25%) from Ba3 (LGD 2,
23%)

8.375% senior notes due 2019 at Caa1 (LGD 5, 80%) from Caa1 (LGD
5, 78%)

Speculative Grade Liquidity Rating at SGL-2

Ratings withdrawn:

IASIS Healthcare Corporation:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Ratings Rationale

IASIS' B2 Corporate Family Rating reflects Moody's expectation
that while financial leverage will decline over the next year, it
will remain very high. While the company has garnered a
considerable cash balance through the sale of its Florida
facilities and a sale leaseback transaction, Moody's expects that
the majority of cash will be used to reinvest in the business or
pursue acquisitions. While growth in EBITDA from these initiatives
may reduce leverage modestly, an inability to redeploy these
proceeds may require the repayment of debt. Moody's believes that
IASIS will continue to operate with limited free cash flow, and
therefore it does not expect a meaningful reduction in leverage
through debt repayment, aside from the potential sweep of excess
cash proceeds from the sale transactions. Furthermore, the company
will continue to operate with significant concentrations in a few
highly competitive markets. However, Moody's anticipates that the
company will maintain good liquidity, aided in part by
considerable revolver availability and Moody's expectation that
the company will maximize its ability to reinvest available cash
into the growth of the business.

The stable outlook incorporates Moody's expectation that leverage
will decline over the next 12 months through either investment in
income producing assets or a required debt payment at the end of
fiscal 2014.The outlook also reflects Moody's expectation that the
company will look to supplement modest organic growth with
acquisitions or continued investment in existing markets. However,
given the significant amount of available cash, Moody's
anticipates that the company will be disciplined regarding the use
of additional leverage.

The Speculative Grade Liquidly Rating of SGL-2 reflects Moody's
expectation the company will maintain good liquidity,
characterized by a considerable cash balance and revolver
availability.

Given Moody's expectation that leverage will remain very high and
that the majority of available cash will be used to reinvest in
the business in lieu of debt repayment, the rating agency does not
anticipate an upgrade of the ratings in the near term. However,
Moody's could consider upgrading the rating if adjusted
debt/EBITDA improves and is expected to be sustained below 5.0
times through either debt repayment or growth in EBITDA.

Moody's could downgrade the rating if the company does not reduce
leverage to below 6.0 times over the next 12 to 18 months. Moody's
could also downgrade the ratings if cash flow coverage of debt
declines and results in sustained negative free cash flow. This
could transpire from things such as continued weak volumes or
market specific issues such as changes to reimbursement in any of
the company's markets.

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

IASIS Healthcare LLC, a wholly owned subsidiary of IASIS
Healthcare Corporation, is headquartered in Franklin, Tennessee.
IASIS is an owner operator of acute care hospitals in high growth
urban and suburban markets. IASIS operates 16 hospitals in six
states. The company also operates Health Choice, a Medicaid and
Medicare managed health plan in Arizona and Utah.


JC PENNEY: Bank Debt Trades at 4% Off
-------------------------------------
Participations in a syndicated loan under which JC Penney is a
borrower traded in the secondary market at 96.00 cents-on-the-
dollar during the week ended Friday, February 7, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 1.21
percentage points from the previous week, The Journal relates.
JC Penney pays 500 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 29, 2018 and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                         About J.C. Penney

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

                           *     *     *

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


JOHN D. OIL: Court Denied Approval of Disclosure Statement
----------------------------------------------------------
The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania denied approval of the Disclosure
Statement explaining John D. Oil & Gas Co., et al.'s Third Amended
Chapter 11 Plan.

The Court, prior to the Jan. 21, 2014 hearing, stated that based
on the history of the cases, the Court thought it would be best to
convene an informal telephone status hearing conference among the
key players before deciding what to do.

Representatives of the Debtor, the U.S. Trustee, the Official
Committee of Unsecured Creditors, RBS, and Wells Fargo
participated in the status conference.  It was the unanimous view
of all participants that, because there is no proposed private
sale in existence at this time, the Disclosure Statement cannot be
approved and the Plan cannot be confirmed.

                    About John D. Oil & Gas Co.

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

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

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

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

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


JOHN D. OIL: Hearing on Show Cause Order Moved to Feb. 24
---------------------------------------------------------
The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania rescheduled until Feb. 24, 2014,
at 10:00 a.m., John D. Oil & Gas Co., et al.'s compliance to the
order to show cause why THE Chapter 11 trustees should not be
appointed in the Debtors' cases, or alternatively, convert the
cases to Chapter 7.

The hearing on compliance to the Order to Show Cause was
previously scheduled for Feb. 19.

The Court, in its Order to Show Cause, stated that the three
related cases have obviously stalled, with seemingly little
reasonable prospect of the Debtors being able to obtain confirmed
plans of reorganization.

                    About John D. Oil & Gas Co.

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

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

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

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

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


KGCI INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: KGCI, Inc.
        717 Summer Street
        Lynnfield, MA 01940

Case No.: 14-10458

Chapter 11 Petition Date: February 6, 2014

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

Judge: Hon. Joan N. Feeney

Debtor's Counsel: David C. Crossley, Esq.
                  CROSSLEY LAW OFFICES
                  25 North Main Street, 1st Fl
                  Natick, MA 01760
                  Tel: 508-655-6085
                  Email: crossleylaw@yahoo.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gautam Chitnis, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab14-10458.pdf


KRONOS WORLDWIDE: Moody's Lowers CFR to Ba3 & Rates Sr. Loan 'B1'
-----------------------------------------------------------------
Moody's Investors Service lowered Kronos Worldwide Inc.'s
Corporate Family Rating (CFR) to Ba3 from Ba2 and assigned a B1
rating to its proposed $275 million senior secured term loan B.
The proceeds from the new term loan will be used to repay the
existing intercompany loan from Kronos' indirect parent (Contran
Corporation), repay revolver borrowings and add about $87 million
of cash to its balance sheet. The outlook is stable.

The following summarizes the ratings activity:

Kronos Worldwide, Inc.

Ratings Downgraded:

Corporate Family Rating -- Ba3 from Ba2

Probability of Default Rating - Ba3-PD from Ba2-PD

Ratings Assigned:

Senior Secured Term Loan B due 2020 - B1 (LGD5, 74%)

Ratings affirmed:

Speculative Grade Liquidity Assessment - SGL-3

Ratings to be Withdrawn:

Senior Unsecured Bank Credit Facility -- B2 (LGD6, 91%) from B1
(LGD6, 96%)**

Outlook -- Stable from Negative

Rating will be withdrawn after repayment of the loan.

Ratings Rationale

The downgrade in Kronos' CFR reflects the slow recovery in its
titanium dioxide (TiO2) profitability following trough industry
conditions experienced in the first half 2013, uncertainty around
the timing and pace of the recovery, lagging credit metrics
relative to its competitors, the volatile nature of the industry
and management's decision to increase debt prior to a more
meaningful improvement in operating margins. Furthermore, the
magnitude of the potential improvement in the TiO2 industry's
margins in 2014 is unclear, given the strong volume recovery in
the second half of 2013 with minimal price appreciation. Moody's
expects that Kronos' 2014 profit margins will remain well below
levels achieved in 2011-2012. However, Moody's believes that
Kronos could potentially improve its margins and cash flow to
levels more in-line with long-term historical averages over the
next two to three years. While the industry believes that
downstream inventories remain at low levels and the increase in
volumes reflects stronger demand, the TiO2 industry has seen slow
progress on price increases over the past year and Moody's is
skeptical how quickly further price increases will be implemented.
If the industry is unable to make headway on price increases in
the first half of 2014, Moody's believes that margins will remain
depressed through the end of 2014, at least. However, Moody's also
believes that ore prices are likely to track the trend in TiO2
prices allowing producers higher margins than those experienced in
2000-2005.

Kronos' Ba3 CFR reflects its modest leverage and management's move
to a more conservative financial philosophy (the $275 million of
debt is about half of the amount of debt (EUR400mm) placed at
subsidiary Kronos International in 2006). Kronos will have total
third party debt of $278 million, although the terms of the
proposed term loan B will allow for incremental term loans of $100
million or more, subject to a secured leverage test. Kronos
benefits from good market positions in TiO2 and customer
diversity. The ratings reflect the company's product concentration
(mostly titanium dioxide pigments), the cyclical commodity nature
of this industry, and its geographic concentration in the
developed markets of North America and Europe.

The rating outlook is stable. Moody's expects Kronos'
profitability to improve in 2014 following the decline in raw
material ore costs such that the firm's credit metrics will
support the Ba3 rating. The ratings could be downgraded if debt to
EBITDA exceeded 5x on a sustained basis. There is limited upside
to the rating, given the volatile nature of the TiO2 business, but
Moody's could consider upgrading the ratings if leverage fell
below 3x on a sustained basis.

The Speculative Grade Liquidity rating of SGL-3 reflects an
adequate liquidity position supported by cash balances ($141
million as of December 31, 2013, pro forma for the proposed
financing), positive cash flow from operations and availability
under its revolving credit facilities. The company has two
revolving credit facilities - a $125 million ABL revolver due 2017
that supports its North American operations and a EUR120 million
revolving credit facility that supports Kronos' European
operations -- which will be undrawn following the proposed
financing. The $125 million North American revolver due June 2017
is subject to a borrowing base and $46.2 million was drawn as of
September 30, 2013. The facility has no maintenance financial
covenants, but there is a requirement that Kronos' fixed charge
coverage ratio be at least 1:1, in order to draw above a certain
level. The EUR120 million European revolving credit facility due
September 2017 was undrawn at year-end 2013. The volatile EBITDA
generation in 2012-2013 required the company to obtain a waiver to
the Euro revolver's financial covenants, which Moody's expect it
to remain in compliance with during 2014. The senior secured term
loan B due 2020 has no maintenance financial covenants.

The senior secured term loan B due 2020 is rated one notch below
the Kronos CFR, as a result of being structurally subordinated to
the revolver debt at its European subsidiaries and its non-debt
obligations at its subsidiaries. Additionally, the senior secured
term loan B has a second priority claim on certain assets after
the ABL credit facility. Kronos's operating assets are outside the
US or, in the case of one plant, part of a joint venture in the
US. As a result, the collateral coverage for the senior secured
term loan B is low.

The principal methodology used in this rating was the Global
Chemical Industry Rating Methodology published in December 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Kronos Worldwide, Inc., headquartered in Dallas, TX, produces and
markets TiO2 pigments in the U.S., Canada and Europe. The company
reported sales of $1.8 billion for the twelve months ended
September 30, 2013.


LEE ENTERPRISES: Operating Income Hikes 1.7% to $40MM in Q1
-----------------------------------------------------------
Lee Enterprises, Incorporated on Feb. 6 reported preliminary
earnings of 22 cents per diluted common share for its first fiscal
quarter ended December 29, 2013, compared with 28 cents a year
ago.  Excluding unusual matters, adjusted earnings per diluted
common share totaled 24 cents, compared with earnings of 20 cents
a year ago.

Mary Junck, chairman and chief executive officer, said: "Lee is
off to a solid start in 2014.  We grew digital revenue and
audiences at a double-digit clip, continued to reduce operating
expenses, again posted strong cash flow and carved off another
chunk of debt.  We expect overall revenue trends to improve for
January and February.  In the months ahead, we plan more digital
and audience initiatives and we expect continued expense benefit
from business transformation initiatives under way.  Beginning in
April, we plan to launch new subscription models in several
markets, providing audiences with the printed newspaper along with
full access to all of our digital platforms, including web, app
and digital replica across desktop, mobile and tablet.  We
anticipate good reception to this full-access approach and expect
to add additional markets as the year progresses.

She added: "Also, we have begun steps to refinance our long-term
debt, beginning with an agreement announced earlier this week that
will lower the interest rate on our second lien facility and give
us an even longer runway to continue reducing debt aggressively.
We are now turning our attention to the first lien as a high
priority and expect another successful outcome."

FIRST QUARTER OPERATING RESULTS

Operating revenue for the 13 weeks ended December 29, 2013 totaled
$177.4 million, a decrease of 3.9% compared with a year ago.
Combined print and digital advertising and marketing services
revenue decreased 5.0% to $122.4 million, improved from 2013
trends, with retail advertising down 3.7%, classified down 9.2%
and national down 3.6%.  Combined print and digital classified
employment revenue decreased 6.2%, while automotive decreased
12.8%, real estate decreased 5.0% and other classified decreased
10.1%.  Digital advertising and marketing services revenue on a
stand-alone basis increased 9.8% to $18.6 million and now totals
15.2% of total advertising and marketing services revenue.  Print
advertising and marketing services revenue on a stand-alone basis
decreased 7.3%. Subscription revenue decreased 1.1%.

Total digital revenue, including advertising, marketing services,
subscriptions and digital businesses, totaled $21.6 million in the
quarter, up 12.7% compared with the quarter a year ago.  Mobile
advertising revenue increased 37.6%, to $1.7 million.

Digital audiences continued to grow.  Mobile, tablet, desktop and
app page views increased 12.8% to 209.7 million, and monthly
unique visitors increased 19.9% to 25.6 million.  Increases from
branded editions resulted in a 10.6% increase in Sunday
circulation during the quarter.  Daily circulation decreased 4.3%.

Operating expenses, excluding depreciation, amortization and
unusual matters, decreased 3.4% for the 13 weeks ended
December 29, 2013.  Compensation decreased 5.8%, with the average
number of full-time equivalent employees down 5.9%.  Newsprint and
ink expense decreased 13.2%, primarily a result of a reduction in
newsprint volume of 10.1%. Other operating expenses increased
1.7%.

For the full year, 2014 cash costs are expected to decrease 0.5-
1.5%, excluding the impact of circulation-related expense
reclassification as a result of moving to fee-for-service delivery
contracts at several of our newspapers.  This reclassification
will increase both revenue and operating expenses beginning in the
June quarter, with no impact on operating cash flow or operating
income.

Operating cash flow decreased 4.3% from a year ago to $49.3
million.  Operating cash flow margin was 27.8%, compared to 27.9%
a year ago.  Including equity in earnings of associated companies,
depreciation and amortization, as well as other unusual matters in
both years, operating income increased 1.7% to $40.2 million in
the current year quarter, compared with $39.5 million a year ago.
Operating income margin increased to 22.7% up from 21.4% a year
ago.

Non-operating expenses, primarily interest expense and debt
financing costs, increased 26.1%, as an 11.2% reduction in
interest expense was partially offset by a $6.9 million gain on
sale of an investment in the prior year quarter.  Lower debt
balances and the refinancing of the Pulitzer Notes in May 2013
contributed to the interest expense reduction.  Income
attributable to Lee Enterprises, Incorporated for the quarter
totaled $11.9 million, compared with $14.6 million a year ago.

DEBT AND FREE CASH FLOW

Debt was reduced $14.5 million in the quarter and $83.9 million in
the last twelve months.  The principal amount of debt totaled
$833.0 million at December 29, 2013 and stands at $828 million at
the end of January.  Free cash flow increased to $30.6 million for
the quarter compared with $29.9 million a year ago.  Liquidity at
the end of the quarter totaled $42.6 million, compared to required
debt principal payments of $13.9 million in the next 12 months.

As previously announced, the Company reached an agreement to
refinance the $175,000,000 2nd Lien Agreement with a new
$200,000,000 facility.  The size of the facility may be reduced by
up to $75,000,000 with the proceeds of a refinancing of the 1st
Lien Agreement.  The New 2nd Lien Agreement, which is subject to
customary closing conditions, will bear interest at a reduced rate
of 12.0%, payable quarterly, and mature in December 2022.

                       About Lee Enterprises

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

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

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

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

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


LILY GROUP: Court OKs Redwine Management as Stalking Horse Bidder
-----------------------------------------------------------------
Judge Frank J. Otte of the U.S. Bankruptcy Court for the Southern
District of Indiana, Terre Haute Division, approved the selection
of Redwine Management Company, Inc., as stalking horse bidder for
substantially all of Lily Group, Inc.'s assets.

Judge Otte, at the behest of the Official Committee of Unsecured
Creditors, issued another order limiting any credit bid for the
Debtors' assets.  The order applies to the asserted debt and
security interests set forth in Claim No. 33 in the amount of
$18,371,000.  Claim No. 33 is filed by LC Energy Holdings, LLC, as
successor-in-interest to Platinum Partners Credit Opportunity
Fund, LP.

Judge Otte said the debt may be bid up to its filed face amount at
the auction subject to the following conditions:

   (a) Any credit bid made at the Auction using the Debt will be
       a bid for all the Debtor's assets being auctioned and will
       be deemed to include the amount of the current outstanding
       balance as of the time of the Auction of the financing
       provided under the DIP Loan;

   (b) The Debt remains subject to objection and all objections to
       the Debt are preserved without limitation;

   (c) To the extent the Debt is subsequently reduced to an amount
       below the amount of the credit bid, the difference less the
       DIP Loan Balance will be paid in cash to the Debtor's
       estate by the holder of the Debt;

   (d) Notwithstanding any credit bid of the Debt, the
       distribution of proceeds attributable to the value of the
       Non-lien Assets from the Auction sale will be determined by
       the Court at a later hearing.  To the extent the proceeds
       attributable to the Non-lien Assets exceed the DIP Loan
       Balance, the difference will be paid in cash to the
       Debtor's estate by the holder of the Debt; and

   (e) Any balance due under the DIP Loan that exceeds the DIP
       Loan Balance will be paid from the proceeds of the Auction
       sale attributable to the Non-lien Assets, subject to the
       DIP Loan orders.

Judge Otte authorizes the Debtor to pay Redwine a break-up fee in
the amount of $225,000 payable from the sales proceeds in the
event of a sale to another bidder; provided, however, that any
break-up fee attributable to a credit bid is limited to the sum of
$100,000.  In any event, a break-up fee is only payable if Redwine
is ready, willing and able to close and further demonstrate
compliance with certain provisions of the Redwine Agreement.

The Overbid is approved so that any further initial bid for the
purchase of substantially all of the Debtor's assets must exceed
Redwine's offer by no less than $325,000.

Judge Otte held that nothing in his order will affect the rights
of Indianapolis Power & Light Company to object to the assumption
or assumption and assignment of the coal supply agreement between
the Debtor and IPL on any grounds whatsoever under applicable
bankruptcy or non-bankruptcy law.

                        About Lily Group Inc.

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

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

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


LIME ENERGY: Court Grants Preliminary OK on Class Action Pact
-------------------------------------------------------------
Judge Sara Ellis entered an order granting preliminary approval of
a class action settlement and notice to the settlement class in
the matter Satterfield v. Lime Energy Co. et al., Case No. 12-cv-
05704.  As part of the settlement, Defendants agreed to pay $2.5
million into a settlement fund, the entire amount of which they
anticipate will be covered by insurance.  Further details of the
settlement may be obtained from the Stipulation of Settlement
filed with the Court, which is available online through the
Court's Public Access to Court Electronic Records system
("PACER"), accessible at http://www.ilnd.uscourts.gov/. The
settlement remains subject to final approval by the court.  The
final approval hearing has been set for May 13, 2014.

                         About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

Lime Energy disclosed in regulatory filings in July 2013 it is in
discussions with PNC Bank about entering into a forbearance
agreement in which they would agree not to accelerate a loan for a
period of time while the Company attempts to correct the gas flow
issue and sell its landfill-gas facility.  The bank is considering
the Company's request.

As of Sept. 30, 2013, the Company had $33.15 million in total
assets, $26.70 million in total liabilities and $6.45 million in
total stockholders' equity.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $12.58 million.  The Company incurred a net loss of
$31.81 million in 2012 as compared with a net loss of $18.93
million in 2011.

BDO USA, LLP, 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 recurring losses and negative cash flow from operations
that raise substantial doubt about its ability to continue as a
going concern.


LIME ENERGY: Chief Financial Officer Jeff Mistarz Quits
-------------------------------------------------------
Jeffrey Mistarz, the chief financial officer, treasurer and
secretary of Lime Energy Co. informed the Company's Board of
Directors by letter on Jan. 29, 2014, of his decision to resign
from the Company after the 2013 financial statements have been
completed and his successor has been hired.  Mr. Mistarz did not
provide a date for his resignation, but expressed an expectation
that it would be in late March or early April of 2014.  The Board
has initiated a search for an experienced chief financial officer
to replace Mr. Mistarz.

                         About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

Lime Energy disclosed in regulatory filings in July 2013 it is in
discussions with PNC Bank about entering into a forbearance
agreement in which they would agree not to accelerate a loan for a
period of time while the Company attempts to correct the gas flow
issue and sell its landfill-gas facility.  The bank is considering
the Company's request.

As of Sept. 30, 2013, the Company had $33.15 million in total
assets, $26.70 million in total liabilities and $6.45 million in
total stockholders' equity.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $12.58 million.  The Company incurred a net loss of
$31.81 million in 2012 as compared with a net loss of $18.93
million in 2011.

BDO USA, LLP, 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 recurring losses and negative cash flow from operations
that raise substantial doubt about its ability to continue as a
going concern.


LOEHMANN'S HOLDINGS: Has Final OK to Use Wells' Cash Collateral
---------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York has granted Loehmann's Holdings
Inc., et al., final approval to use cash collateral of Wells Fargo
Bank, National Association, as administrative agent and collateral
agent.

As reported by the Troubled Company Reporter on Jan. 15, 2014, the
Court granted the Debtor interim authorization to use cash
collateral until Jan. 17, 2013.  The Debtors separately sought and
received entry of an order of the Court to use the cash collateral
of the (i) first lien secured creditor -- Wells Fargo Bank,
National Association, as administrative agent and collateral
agent, and the lenders from time to time party thereto; (ii) the
second lien secured creditor -- Law Debenture Trust Company of New
York, in its capacity as administrative agent and collateral
agent, and the other lenders party thereto; and (iii) the third
lien secured creditor -- Law Debenture Trust Company of New York,
in its capacity as administrative agent and collateral agent, and
the other lenders party thereto.  In the interim court order, the
secured creditors were granted replacement liens and if, and to
the extent that, the replacement liens and adequate protection
payments were insufficient to provide adequate protection for the
secured creditors, the secured creditors would be granted allowed
superpriority claims against the Debtors' estates.

The Court ruled on Jan. 16, 2014, that the Secured Creditor is
entitled to the grant of adequate protection for the adequate
protection obligations.  The Court's grant of adequate protection
for the adequate protection obligations under the first priority
interim order is ratified and affirmed on a final basis.  The
Secured Creditor will be granted authorization to charge, without
further court order, the L/C Reserve, Cash Management Reserve, and
Prepetition Indemnity Account, as applicable, for obligations,
fees and charges due or becoming due the Secured Creditor under
the Wells Fargo prepetition loan documents, as applicable.

On Jan. 21, 2014, Whippoorwill Associates, Inc., in its capacity
as investment manager for certain holders of the Debtors' second
lien debt, replied to the Official Committee of Unsecured
Creditors' objection to the Debtors' cash collateral motion.


The TCR reported on Jan. 15 that the Committee filed on Jan. 13,
2013, an objection to the Debtors' use of cash collateral,
claiming that it has not seen a draft of the proposed junior
priority final order or a proposed final budget that allows the
Debtors to use the cash collateral of entities related to
Whippoorwill, the majority holder of the Debtors' second and third
lien debt and the Debtors' controlling equity holders.

The Committee objection asserts that the proposed use of cash
collateral does not adequately allocate estate administration
costs among the second lien collateral and what the Committee
believes to be substantial unencumbered assets.  The Committee
sounded the same argument in connection with the Debtors' asset
sales and the Committee's motion to reconsider the interim order,
Whippoorwill stated in its Jan. 21 court filing.

"There, however, is a fundamental flaw in the Committee's argument
which undermines its entire objection; the underlying premise --
that the proceeds of the Debtors' lease designation rights are
unencumbered and available for unsecured creditors -- is wrong.
The lease designation rights and all proceeds thereof constitute
second lien collateral.  As this Court knows, the Debtors exited
their most recent Chapter 11 in 2011, and the second lien facility
was a component of the exit financing in that case," Whippoorwill
said.

According to Whippoorwil, the Court expressly ordered in the
confirmation order that "the lien of the lenders under the exit
facility on the proceeds of any leases of the Debtors or
reorganized Debtors will be deemed perfected without the necessity
of any filings.  In addition, applicable statutory guidance and
case law inside and outside of this district demonstrate that all
cash derived from the lease designation rights is subject to the
lenders' liens.  Accordingly, the Committee's demand that secured
lenders agree to the Committee's purported 'equitable' allocation
of administrative costs ignores both secured lenders' rights and
the practical and legal realities of this case."

Whippoorwil is represented by:

      Gibson, Dunn & Crutcher LLP
      Matthew J. Williams, Esq.
      Joshua Weisser, Esq.
      Alan Moskowitz, Esq.
      200 Park Avenue
      New York, New York 10166-0193
      Tel: (212) 351-4000
      Fax: (212) 351-5274
      E-mail: mjwilliams@gibsondunn.com
              jweisser@gibsondunn.com
              amoskowitz@gibsondunn.com

                           About Loehmann's

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

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

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

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

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

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

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

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

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

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

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


LOEHMANN'S HOLDINGS: Court OKs Revised Key Employee Bonus Plan
--------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York entered on Jan. 16, 2014, a consent
order approving Loehmann's Holdings Inc., et al.'s revised Key
Employee Incentive Plan for Certain Insiders.

The Debtor entered into a stipulation with Law Debenture Trust
Company of New York, in its capacity as administrative agent and
collateral agent under that certain amended and restated second
lien subordinated credit agreement, and the Official Committee of
Unsecured Creditors modifying the KEIP.

As reported by the Troubled Company Reporter on Jan. 15, 2014, the
Bankruptcy Court on Jan. 10 entered an order denying the request
of the Debtors to implement a KEIP.  The Debtors proposed to pay
Chief Operating Officer William Thayer and the General Counsel up
to $650,000 in bonuses.  The Debtors' bankruptcy lawyers said Mr.
Thayer had been "working the equivalent of three jobs" as the
company prepares to hold a Jan. 3 auction for the right to
liquidate Loehmann's stores, which employ about 1,600 people.
KEIP had the support of Whippoorwill Associates, Inc., the
investment manager for holders of Loehmann's Holdings Inc.'s
second lien and third lien debt, and the Official Committee of
Unsecured Creditors.  The United States Trustee, however, found
the bonus plan unnecessary.

The Court's approval of the revised KEIP allows the Debtors to
make payments contemplated thereunder.  Payments due under the
further revised KEIP will be included in the "carve-out" under the
junior priority interim court order only.  Paragraph 4(a)(ii)(1)
of the junior priority cash collateral order will only be revised
to add a new subclause "(d)", which subclause will apply to any
payments due under the further revised KEIP, and the definition of
"Carve-Out" under the junior priority cash collateral order will
only be revised to mean, collectively, the carve-outs provided for
in paragraph 4(a)(ii)(1)(a) through paragraph 4(a)(ii)(1)(d).
Payments due under the further revised KEIP will be payable by the
Debtors' estates on the time frames set forth in the further
revised KEIP, a copy of which is available for free at:

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

Law Debenture is represented by:

      Dickstein Shapiro LLP
      Steven B. Smith, Esq.
      1633 Broadway
      New York, New York 10019
      Tel: (212) 277-6500
      Fax: (212) 277-6501

                           About Loehmann's

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

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

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

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

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

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

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

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

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

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

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


LOUISIANA RIVERBOAT: May Use Cash Collateral Until March 31
-----------------------------------------------------------
Louisiana Riverboat Gaming Partnership, et al., and the ad hoc
group of first lien lenders have agreed to extend the term of the
Debtors' use of cash collateral from Dec. 31, 2013, through
March 31, 2014, on the same terms and conditions as provided in
the final cash collateral court order.

The Debtors' budget from Jan. 1, 2014, through March 31, 2014, is
available for free at:

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

As reported by the Troubled Company Reporter on Oct. 2, 2012, the
Hon. Stephen V. Callaway of the U.S. Bankruptcy Court for the
Western District of Louisiana authorized, on a final basis, the
Debtors to use of the cash collateral of the first lien lenders
and second lien lenders.  According to the Debtors, as of the
Petition Date they were liable to:

   -- Wilmington Trust Company, as administrative agent for the
      First Lien Lenders in respect of obligations under the First
      Lien Credit Agreement and related agreements and documents
      for the aggregate amount of not less than $181,182,013; and

   -- Wells Fargo Bank, N.A., as administrative agent for the
      Second Lien Lenders in respect of obligations under the
      Second Lien Credit Agreement and related agreements and
      documents for the aggregate amount of not less than
      $116,252,898.

As adequate protection from any diminution in value of the
lender's collateral, the final cash collateral order allowed the
Debtor to:

   1. grant first priority replacement security interests in and
      liens upon all postpetition property of the Debtors and
      their estates and all proceeds and products of such property
      subject only to the carve-out; and

   2. grant second priority replacement security interests and pay
      a total of $40,000 to the Second Lien Agent to be applied to
      outstanding and future agency, administrative and
      transaction fees of the Second Lien Agent during the Chapter
      11 cases.

The ad hoc group of first lien lenders is represented by:

      Michael Riela, Esq.
      Latham &Watkins LLP
      885 Third Avenue, Suite 1000
      New York, New York, 10022
      Tel: (212) 906-1200
      Fax: (212) 751-4864

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.

The primary purposes of the Plan are: (i) to provide for the sale
of substantially all of the Debtors' assets to Global Gaming
Legends, LLC, a Delaware limited liability company, Global Gaming
Vicksburg, LLC, a Delaware limited liability company and Global
Gaming Bossier City, LLC, a Delaware limited liability company,
pursuant to a  certain Purchase Agreement dated as of July 25,
2012; and (ii) to provide for payments and distributions to
creditors.


M.C.R. ENVIRONMENTAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: M.C.R. Environmental Services, Inc.
        PO Box 866336
        Plano, TX 75086-6336

Case No.: 14-40290

Chapter 11 Petition Date: February 7, 2014

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

Judge: Hon. Brenda T. Rhoades

Debtor's Counsel: Vickie L. Driver, Esq.
                  COFFIN & DRIVER, PLLC
                  7577 Rambler Road, Suite 200
                  Dallas, TX 75231
                  Tel: 214-377-4848
                  Fax: 214-377-4858
                  E-mail: vdriver@coffindriverlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Martin C. Reamy, president.

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


MAPLE GROVER PARK: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Maple Grove Park Cemetery Association
        535 Hudson Street
        Hackensack, NJ 07601

Case No.: 14-12207

Chapter 11 Petition Date: February 7, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Hon. Rosemary Gambardella

Debtor's Counsel: John O'Boyle, Esq.
                  NORGAARD O'BOYLE
                  184 Grand Ave
                  Englewood, NJ 07631
                  Tel: (201) 871-1333
                  Fax: (201) 871-3161
                  E-mail: joboyle@norgaardfirm.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Barbara Kirby, president.

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


MEDIA GENERAL: Eaton Vance Stake at 4.5% as of Dec. 31
------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Eaton Vance Management disclosed that as of
Dec. 31, 2013, it beneficially owned 3,987,192 shares of common
stock of Media General representing 4.51 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/J8GuXE

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company's balance sheet at Sept. 30, 2013, showed
$749.87 million in total assets, $967.06 million in total
liabilities, and a $217.18 million in total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Report on July 10, 2013,
Moody's Investors Service upgraded Media General, Inc.'s Corporate
Family Rating to B1 from Caa1 reflecting the marked improvement in
credit metrics pro forma for the pending stock merger with New
Young Broadcasting Holding Co., Inc.

In the July 12, 2013, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Richmond,
Va.-based local TV broadcaster Media General Inc. to 'B+' from
'B'.  "The rating action reflects the improvement in discretionary
cash flow from the refinancing and our expectation that trailing-
eight-quarter leverage will remain at 6x or below over the
intermediate term," said Standard & Poor's credit analyst Daniel
Haines.


MEDICURE INC: Incurs C$486,00 Net Loss in Nov. 30 Quarter
----------------------------------------------------------
Medicure Inc. reported a net loss of C$486,422 on C$871,457 of net
product sales for the three months ended Nov. 30, 2013, as
compared with a net loss of C$493,391 on C$720,913 of net product
sales for the same period a year ago.

For the six months ended Nov. 30, 2013, Medicure incurred a net
loss of C$988,824 on C$1.61 million of net product sales as
compared with a net loss of C$790,135 on C$1.38 million of net
product sales for the same period a year ago.

The Company's balance sheet at Nov. 30, 2013, showed C$3.25
million in total assets, C$8.52 million in total liabilities and a
C$5.27 million total deficiency.

"The ability of the Company to continue as a going concern and to
realize the carrying value of its assets and discharge its
liabilities when due is dependent on many factors, including but
not limited to the actions taken or planned ... which are intended
to mitigate the adverse conditions and events which raise doubt
about the validity of the going concern assumption used in
preparing these consolidated financial statements," the Company
said in the Report.

A copy of the Form 6-K is available for free at:

                        http://is.gd/K2gxOt

A copy of the press release announcing the results is available
for free at http://is.gd/xtp8LA

                         About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

Medicure Inc. incurred a net loss of C$2.57 million on C$2.60
million of net product sales for the year ended May 31, 2013, as
compared with net income of C$23.38 million on C$4.79 million of
net product sales during the prior fiscal year.

Ernst & Young, LLP, in Winnipeg, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended May 31, 2013.  The independent auditors noted that
Medicure Inc. has experienced losses and has accumulated a deficit
of $125,877,356 since incorporation and a working capital
deficiency of $2,065,539 as at May 31, 2013 that raises
substantial doubt about its ability to continue as a going
concern.


MFM DELAWARE: Has Until March 24 to Decide on Lease
---------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware has approved the stipulation between MFM
Delaware, Inc., MFM Industries, Inc., and landlord Paddock Park
Office Investors, LLC, extending the deadline to assume or reject
unexpired lease of the Debtors until March 24, 2014.

On the Petition Date, MFM Industries was a lessee party to an
unexpired lease of office space with the Landlord.  The Debtors
previously requested an extension of the 120-day statutory period.
On Sept. 10, 2013, the Court granted the Debtors' request,
extending the period until Dec. 24, 2013.  Following the sale of
MFM Industries' assets, the Debtors continued to evaluate whether
the estate would benefit from assumption or rejection of the lease
and will not be in a position to make a fully-informed decision
thereon prior to the expiration of the deadline.  Accordingly, the
Debtors conferred with the Landlord and have obtained the
Landlord's written consent to an extension of the deadline for 90
day, through and including March 24.

The Debtors said in their Dec. 4, 2013 court filing that they are
"still evaluating whether to assume the lease and anticipate that
they will not be able to make a decision prior to" the Dec. 24
deadline.

                      About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

Frederick B. Rosner, Esq., at Rossner Law Group LLC, serves as the
Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.


MIDLAND UNIVERSITY: Fitch Affirms B Rating on $16MM Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings affirms approximately $16.9 million of education
facility revenue bonds issued by the Nebraska Educational Finance
Authority on behalf of Midland University (MU or the university),
formerly known as Midland Lutheran College, at 'B'.

The Rating Outlook is Stable

Security

The bonds are a general obligation of the college, additionally
secured by a cash-funded reserve funded at maximum annual debt
service.

Key Rating Drivers

INCREASING OPERATIONAL STABILITY: The 'B' rating reflects
Midland's second consecutive positive operating margin as a result
of ongoing expense controls, fund raising and debt reduction, all
of which serve to stabilize the outlook for the university.

ENROLLMENT GROWTH: Headcount increased to 1,307 students, up from
977 in fall 2011; Midland seeks to grow its head count through
graduate programs as well as a high school scholar program which
is intended to create a pipeline of future local demand.

LIQUIDITY LIMITS FLEXIBILITY: MU's financial cushion while
improved from the previous year is very weak.  MU has already
borrowed against its endowment and could require additional
operational support if enrollment trends stumble.  MU has started
paying down its internal borrowings in FY2014 however the
university will require multiple years of positive operating
results to achieve a measurable level of unrestricted financial
resources.

HIGH DEBT BURDEN: Maximum annual debt service (MADS) accounts for
a high 11% of unrestricted operating revenue.  FY 2013 net income
available provided 1.2x MADS coverage, which though weaker than
FY2012 was improved from the years prior.

Rating Sensitivities

SUSTAINED FINANCIAL IMPROVEMENT: The persistence of improved
financial metrics evinced by increasingly consistent positive
margins, enrollment growth, student retention and reduced reliance
on non-recurring gifts and contributions could improve the rating
over time.

ADDITIONAL DEBT: The incurrence of additional debt for any
operational or expansionary purpose without commensurate growth in
resources to service that debt will negatively pressure the
rating.

Credit Profile

Midland University, re-branded in 2010 from Midland Lutheran
College, is a private, co-educational liberal arts college located
in Fremont, Nebraska, approximately 35 miles northwest of Omaha.
The college primarily serves undergraduate students, and expanded
its masters programs in education and professional accounting to
include business administration, in fall of 2012.  MU is
affiliated with the Evangelical Lutheran Church in America.

Operating Margins Settling

MU's fiscal 2013 margin of 3% showcases a second year of positive
operations.  A combination of higher tuition and fee revenue along
with non-recurring gifts resulted in a net excess for fiscal 2013.
University operations improved in fiscal 2013 while gifts and
contributions continued to support margins and obviate operating
deficits.  Based on rebalancing efforts MU has moved closer to
achieving break-even operations excluding onetime non-recurring
gifts.  Including unrestricted contributions, and support from a
robust year over year enrollment trend, MU's financial performance
has improved markedly.

A relatively high tuition subsidy/discount of 54.6% continues to
offset tuition revenue growth but overall discounting is expected
to diminish once the current student classes graduate.  The
university's practice of regularly increasing tuition (5% for
fiscal 2014) partially offsets the aforementioned discounting
levels.

Enrollment Growth

Demand trends are positive. MU had a headcount of 1,192
undergraduates this past fall enrolling 19 high school juniors and
seniors in the high school scholar program that allows juniors and
seniors to take up to twelve college level course credits while
still in high school.  The university passed its target enrollment
of 1,300 students this past fall and expects to improve retention
and graduation rates by utilizing predictive software and staff
and affecting student persistence through frequent staff
interaction.

Enhanced offerings and aggressive marketing are driving demand,
including a new MBA program in spring of 2013, a successful RN to
BSN program for nursing and successful undergraduate recruitment
efforts.  MU's ability to realize enrollment growth and maintain
stable enrollment levels is critical to improving its credit
profile.

Weak Financial Cushion

MU's rating remains hinged to its diluted liquidity profile.
Available funds, defined as unrestricted cash and investments,
totaled $960 thousand at May 31, 2013, improving from
approximately negative $1.2 million at May 31, 2012.  While Fitch
acknowledges MU's success in raising unrestricted funds in fiscal
2012 and to a lesser degree in fiscal 2013, the severely depleted
endowment balance reduces operational flexibility which is
imperative for a school with essentially one concentrated revenue
source.

MU's internal borrowing from its permanently restricted endowment
pool increased to $7.9 million in fiscal 2013.  Investment gains
and contributions increased the modest relative balance of the
endowment to $8.3 million from $6.8 million.  The repayment of
these internally designated loans commenced in fiscal 2014 from
all available sources of revenue.  Fitch views this low level of
operating flexibility as a key vulnerability.

High Debt Burden

MU's long-term debt was reduced as a result of loan forgiveness
and subsequent note payoff in June of 2012.  Outstanding debt
includes approximately $16.9 million of fixed-rate bonds and $0.4
million of notes and capitalized leases.  MADS ($2.3 million ,
2029) burden remains high at 11% of unrestricted operating
revenue.  For fiscal 2013, annual debt service, including notes
paid off in June of 2012 increased to $3.3 million, 15.6% of
unrestricted operating revenue with coverage of 0.8x.  MADS
coverage from net income for fiscal 2013 was just sum sufficient
at 1.2x, but expected as fiscal 2012 operations which covered MADS
2.3x benefitted from the receipt of non-recurring gifts and
contributions.

Expansion Plans

MU entered into a lease agreement with an option to purchase the
Dana College property in Blair, NE, in July of 2013.  The lease
extends to July of 2018.  The intention of MU is to potentially
expand into the second campus with approximately 600-700 students.
In the meantime, the university pays rent and undertakes all
operating costs of the facility under this lease while seeking to
raise funds to purchase and renovate the facility in the future.
While there are no concrete plans thus far, Fitch expects that no
additional debt will be incurred to acquire the property.  The
likelihood of additional debt for the acquisition of the property
could negatively pressure the rating.


MONTANA ELECTRIC: Court Clarifies Employment Orders
---------------------------------------------------
The Hon. Ralph B. Kirscher of the U.S. Bankruptcy Court for the
District of Montana confirmed that the order authorizing Lee A.
Freeman, Chapter 11 trustee for Southern Montana Electric
Generation and Transmission Cooperative, Inc., to employ:

   1. Hein and Associates as accountants for the estate;

   2. Eide Bailey LLP as accountants and auditor for the estate;
      and

   3. Harper Lutz Zuber Hofer and Associates as valuation experts

are equally applicable to the Debtor.

SME sought confirmation from the Court after it has been notified
by many of the professionals working on the bankruptcy case,
whether by the filing of "final" fee applications or verbally,
that they seek or will require additional Court authorization to
continue forward with the provision of services to the Debtor in
light of the removal of the trustee by Court order dated Nov. 26,
2013.

                  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.


MONTANA ELECTRIC: ACES Terminated Consulting Contract
-----------------------------------------------------
H. Annette Stamatkin, senior vice president and CIO, at ACES, in
December notified Lee Freeman, trustee for Southern Montana
Electric Generation and Transmission Cooperative, Inc., of the
termination of a consulting agreement dated Jan. 12, 2012.

Ms. Stamatkin stated that the termination date is effective
Nov. 26, 2013, to coincide with the Court's order removing the
Chapter 11 trustee.

ACES has been assisting the Debtor with the procurement of
electric power.

Ms. Stamatkin added that if the Debtor needs ACES' assistance in
purchasing electric power for the month of January 2014 and
thereafter, the firm will remain available to provide such support
under a new agreement.

                  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.

On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as
Chapter 11 trustee for SME, at the behest of Fergus Electric
Cooperative Inc.  Judge Ralph Kirscher said changed circumstances,
such as agreement among the co-op's members on a liquidation plan,
eliminate the need for a trustee.

Fergus and Beartooth Electric Cooperative, Inc., have asked the
Court to convert SME's Chapter 11 case to one under Chapter 7 of
the U.S. Bankruptcy Code.


MONTREAL MAINE: Ch. 11 Trustee Rejects Victims' Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Montreal Maine & Atlantic Railway Ltd.
reorganization proposal filed by families of the 47 people who
died when the railroad's cars derailed and exploded is "not a
serious plan," according to Robert J. Keach, the Chapter 11
trustee.

According to the report, the plan, filed on Jan. 29 in U.S.
Bankruptcy Court in Bangor, Maine, is "facially non-confirmable"
and "will go nowhere," Keach said in an e-mail. The victims'
explanatory disclosure statement is set to go before a judge for
approval on March 12.

"Mr. Keach has unfortunately embarked on a war against the
wrongful-death claimants," the report cited Daniel C. Cohn, of
Murtha Cullina LLP in Boston, who represents the claimants.

Former U.S. Senator George J. Mitchell, a Maine Democrat, would be
the plan administrator. Cohn said the plan "was vetted not only
within our group but also with Senator Mitchell's office," the
report related.

The proposal is "just a publicity stunt," Luc Despins of Paul
Hastings LLP in New York, a lawyer for the official victims'
committee, said in an interview. Despins said the lawyers who
wrote the plan have agreements giving them 40 percent of client
recoveries.

                       About Montreal Maine

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

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

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

Justice Martin Castonguay oversees the case in Canada.

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

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

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

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

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

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

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

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

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

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75 percent of the $25 million
in available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25 percent would be earmarked for claimants seeking
compensation for property that was damaged when much of the town
burned.  Former U.S. Senator George Mitchell, a Democrat who
represented Maine in the U.S. Senate from 1980 to 1995 and who is
now chairman emeritus of law firm DLA Piper LLP, would administer
the plan and lead the effort to wrap up MM&A's Chapter 11
bankruptcy.


MW GROUP: Faces Off With Bank of America on Exit Plans
------------------------------------------------------
The U.S. Bankruptcy Court in Charlotte, North Carolina, held a
hearing Jan. 30, 2014, on the disclosure statements explaining the
competing Chapter 11 plans filed in MW Group LLC's case.

On one end is the Second Amended Plan of Reorganization and an
accompanying disclosure statement filed by MW Group on Jan. 13,
2014.  A copy of the Debtor's Disclosure Statement is available at
no extra charge at:

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

On the other is the liquidation plan filed by Bank of America N.A.
for the Debtor.  The bnak submitted a "First Amended Disclosure
Statement To Accompany Chapter 11 Amended Plan" on Jan. 15.  A
copy of the bank's Disclosure Statement is available at no extra
charge at:

     http://bankrupt.com/misc/MWGROUP1ds.pdf

Each proponent would have to seek approval of its disclosure
statement to begin soliciting votes on the respective plans and
schedule a confirmation hearing.

                     Summary of Debtor's Plan

The Debtor intends to continue operating as a going concern. To
facilitate distributions under the Plan, the Debtor's projections
show that the continued operations of the business will allow the
Debtor to pay all of its Creditors with Allowed Claims in full.
Thus, the Debtor believes it will have ample funds on hand to pay
all necessary court fees and administrative expenses upon
confirmation of the Plan.

During the course of the Chapter 11 Case, both the Debtor and Bank
fo America have retained appraisers to perform appraisals of the
Property.

The Debtor retained Damon Bidencope of Bidencope & Associates to
appraise the Property.  Mr. Bidencope appraised the Property at a
fair market value of $10,614,000 as of April 12, 2013.  The
Bidencope Appraisals valued the Apartments at $6,800,000, the Land
at $2,454,000, and the Condominiums at $1,360,000.

BofA retained John Bosworth of John Bosworth & Associates, LLC to
appraise the Property.  Mr. Bosworth appraised the Property at a
fair market value of $7,842,000 as of March 2013.  The Bosworth
Appraisals valued the Apartments at $6,370,000, the Land at
$732,000, and the Condominiums at $740,000.

                  Tax Claims to Be Paid in 5 Years

The Plan provides that all Allowed Priority Tax Claims, if any,
will be paid in full on the Effective Date, upon any other terms
agreed upon by the holder of such a Claim and the Debtor, or,
alternatively, in four annual Cash payments in January of each
year following the Effective Date, with interest as required by
the applicable provisions of the Bankruptcy Code, such that the
full amount of each Allowed Priority Tax Claim is paid in full
within five years of the Petition Date.

Allowed Priority Non-Tax Claims, if any, will be paid in full on
the Effective Date, upon other terms as agreed upon between such
holder of an Allowed Non-Tax Claim and the Debtor, or,
alternatively, in three annual installments of principal with
interest at the rate of 3.25% per annum and any fees due thereon,
with each installment payment to be made in January of each
year following the Effective Date until paid in full.

The Debtor proposes to restructure any outstanding secured debts
for unpaid taxes by paying them in full on the Effective Date, in
installments within five years of the Petition Date, or upon such
other terms as are agreed upon by the holder of such a Claim and
the Debtor.  The Plan contemplates that the holders of secured tax
claims will retain their existing liens on the Debtor's Assets
until the Claims are paid in full.

                       Two Options for BofA

With regard to its other secured debt(s), consisting of the
secured claim of Bank of America, the Debtor has provided the bank
with two options to restructure and/or satisfy the BOA Loan.
Specifically, option 1 contemplates that the BOA Allowed Secured
Claim will be treated as an obligation of the Reorganized Debtor
with the principal amount to be determined by the Bankruptcy Court
or upon the agreement of the parties.

The Debtor estimates that the BOA Allowed Secured Claim will be
approximately $5,700,000.  Upon confirmation of the Plan, the
restructured principal balance of the BOA Loan shall be amortized
over a 25-year term at an interest rate of 4.25% per annum.  The
restructured loan will mature in seven years.

Payments on account of this claim will be made from the revenues
and operations of the Reorganized Debtor.  The Debtor believes
that a 4.25% interest rate will provide BOA with the present value
of its secured claim and is consistent with section 1129(b)(2)(A)
of the Bankruptcy Code

Option 2 provides for a two-year restructuring of the BOA Loan,
discounted payoffs of the BOA Loan depending on the date of the
refinance of the BOA Loan, and the sale of the Property in the
event the Debtor is unable to refinance the BOA Loan within two-
years of the Plan's Effective Date.  In the event the bank rejects
both options, then the Debtor intends to proceed to cramdown on
Option 1.

Under either option, BOA will retain its lien(s) on the Debtor's
assets until its Claims are paid on the terms set forth in the
Plan.

Each holder of an Allowed General Unsecured Claim will be paid in
Cash, in full, on the Effective Date, as otherwise agreed upon by
the Debtor and holder of a General Unsecured Claim, or in deferred
cash payments with interest from the Petition Date at the rate of
3.25% per annum, in equal monthly installments of principal and
interest sufficient to fully amortize the outstanding indebtedness
over a period of 12 months after the Effective Date. The initial
distribution on account of Allowed Class 4 claims shall be paid
within 30 days of the Effective Date of the Plan.

                   Unsecured Claims Paid in Full

The Allowed Unsecured Claims of the Debtor's insiders will be paid
in full under the Plan.  Each holder of an Allowed Class 6 Claim
will be paid in full, in Cash, with interest, upon the sale or
refinance of the Property. Interest shall accrue on the principal
balance of the Allowed Insider Unsecured Claims as of the Petition
Date at the prime rate of interest plus 2% per annum.

The Plan will provide for the payment in full of the Debtor's
obligations to certain key employees of the Apartments. The Debtor
will assume it obligations to pay "Stay Incentives" under the
Weyland Apartments Stay Incentive Compensation Plan, effective
December 20, 2007.

The Debtor's members will retain their membership interests in the
company because the Plan provides for the payment in full of all
senior classes of creditors.  The Debtor's members will not
receive any distributions until all senior classes have actually
been paid in full, provided however, that the Debtor's members may
take such interim distributions as necessary to pay their
respective income taxes attributable to their ownership of the
Debtor.

             BofA Wants Straight Sale, To Waive $500,000

Bank of America filed its original plan of liquidation on Nov. 16,
2012.  Under the bank's Amended Plan, both the Debtor and Bank of
America will jointly conduct a sale of the Debtor's real property
after an appropriate period of marketing.  The Sale will close
within six months of the Confirmation Date.  The Debtor, at the
direction of Bank of America, will appoint a broker to market the
property.

Prior to the Petition Date, Bank of America provided a loan in the
original principal amount of $6.25 million to Debtor secured by
the Real Property.  As of Jan. 1, 2014, Bank of America holds a
secured claim totaling at least $6,483,980.  Under the Amended
Bank Plan, Bank of America proposes to waive roughly $500,000 of
its Allowed Bank Secured Claim, with the Allowed Bank Secured
Claim, for distribution purposes, limited to $5,900,000.

Allowed Insider Claims consist of Unsecured Claims that are held
by, or were originally held by, Insiders (including employees) of
Debtor.  To the extent each such Claim is Allowed, Allowed Insider
Claims include the Claims held by or originally held by, inter
alia, Laurance Freed, DDL, LLC, CF Palwaukee, LLC, Donald James,
Laurance Realty, and certain employees subject to that certain
Weyland Apartments Stay Incentive Compensation Plan, effective
Dec. 20, 2007.  To the extent an Executory Contract between the
Debtor and an Insider is rejected pursuant to the Bank Amended
Plan, the rejection damages flowing from such rejection, if deemed
Allowed, shall also constitute an Allowed Insider Claim.

Allowed Insider Claims shall receive a pari passu distribution
from the proceeds of the Sale after payment in full of the Allowed
Bank Secured Claim (subject to the cap of $5,900,000).

Bank of America has agreed to allow existing Cash Collateral to be
used to pay, in full, the holders of these Allowed Claims as of
the Effective Date of the Amended Bank Plan:

     * Allowed Administrative Claims,
     * Allowed Priority Tax Claims,
     * Allowed Priority Non-Tax Claims,
     * Allowed Secured Tax Claims,
     * Allowed General Unsecured, Non-Insider Claims (excluding
       the Allowed Claims of Insiders and employees of Debtor),
       and
     * Allowed Other Secured Claims (excluding the Allowed Bank
       Secured Claim).

                        About MW Group LLC

MW Group, LLC, owns 36.5 acres of vacant land, 48 condominium
units in the Marlborough Woods Condominium Association for rent,
and 200 apartments known as Weyland and Weyland II, located in
Charlotte, Mecklenburg County, North Carolina.

MW Group is owned by 6 entities and individuals, A. Bruce Parker,
Inc. (27.5%), DDL LLC (33.229%), David LaFave (12.083%), the David
L. Kirshenbaum Revocable Trust dated February 29, 1996, David L.
Kirshenbaum, trustee (6.042%), Thomas H. Fraerman (3.021%), and
Donald R. James (18.125%).  Donald R. James is the Manager of MW
Group.  Laurance Realty Associates performs the day-to-day
management.  Laurance Realty is effectively owned by these MW
Group affiliates: DDL LLC, David LaFave, and James.

MW Group LLC filed for Chapter 11 bankruptcy (Bankr. W.D.N.C. Case
No. 11-32674) on Oct. 21, 2011, to stave off foreclosure attempts
by lender, Bank of America N.A. The Debtor scheduled assets of
$10.32 million and liabilities of $8.42 million.  Donald R. James
signed the petition as manager.

No official committee of unsecured creditors has been appointed in
the case.

The Honorable George R. Hodges, United States Bankruptcy Judge,
initially presided over the case, but the case was subsequently
transferred to the Honorable Laura T. Beyer, United States
Bankruptcy Judge, who has presided over this chapter 11 case since
her appointment.

MW Group is represented by:

     MOON WRIGHT & HOUSTON, PLLC
     Travis W. Moon, Esq.
     Andrew T. Houston, Esq.
     227 West Trade Street, Suite 1800
     Charlotte, NC 28202

Attorneys for Bank of America, N.A., successor by merger to
LaSalle Bank National Association, are:

     D. Kyle Deak, Esq.
     TROUTMAN SANDERS LLP
     434 Fayetteville Street, Suite 1900
     Raleigh, NC 27601
     Telephone: (919) 835-4103
     Facsimile: (919) 829-8700
     E-mail: kyle.deak@troutmansanders.com

          - and -

     Gus A. Paloian, Esq.
     Jason J. DeJonker, Esq.
     SEYFARTH SHAW LLP
     131 South Dearborn Street
     Chicago, IL 60603
     Telephone: (312) 460-5000
     Facsimile: (312) 460-7000
     E-mail: jdejonker@seyfarth.com

          - and -

     Shuman Sohrn, Esq.
     SEYFARTH SHAW LLP
     1075 Peachtree Street, Suite 2500
     Atlanta, GA 30309
     Telephone: (404) 885-1500
     Facsimile: (404) 892-7056


MW GROUP: Proposed Payment Weyland Compensation Plan Questioned
---------------------------------------------------------------
The Office of the Bankruptcy Administrator for the Western
District of North Carolina has filed an objection to the Amended
Disclosure Statement explaining MW Group LLC's Second Amended Plan
of Reorganization.

Specifically, the Bankruptcy Administration takes exception with
the provision in the Amended Disclosure Statement and Plan,
wherein the Debtor would provide for a 100% payment to Class 7:
Employee Unsecured Claim that is anticipated to be approximately
$590,000.00.  The description of the proposed distribution under
the Plan states that "[t]he Debtor will assume its obligations
under the Weyland Apartments Stay Incentive Compensation Plan,
effective December 20, 2007."

According to the Bankruptcy Administrator, MW Group should be
required to disclose information regarding this claim, as it was
not listed in the Debtor's schedules, and Weyland Apartments Stay
Incentive Compensation Plan has not filed a proof of claim.

The Bankruptcy Administrator noted that the employees who are the
beneficiaries of the Compensation Plan are not employees of the
Debtor, but are employees of Laurance Realty, the company that
manages the Debtor.   Also, one of the beneficiaries of the
Compensation Plan is an insider of the Debtor.

The Bankruptcy Administrator asks the Court deny the Debtor's
request to approve its Amended Disclosure Statement with respect
to Class 7: Employee Unsecured Claim.

The Bankruptcy Administrator is represented by:

     Alexandria P. Kenny, Esq.
     Staff Attorney
     Office of the Bankruptcy Administrator
     402 W. Trade Street, Suite 200
     Charlotte, NC 28202-1669
     Telephone: (704) 350-7587
     Telecopier: (704) 344-6666
     E-mail: alexandria_p_kenny@ncwba.uscourts.gov

                        About MW Group LLC

MW Group, LLC, owns 36.5 acres of vacant land, 48 condominium
units in the Marlborough Woods Condominium Association for rent,
and 200 apartments known as Weyland and Weyland II, located in
Charlotte, Mecklenburg County, North Carolina.

MW Group is owned by 6 entities and individuals, A. Bruce Parker,
Inc. (27.5%), DDL LLC (33.229%), David LaFave (12.083%), the David
L. Kirshenbaum Revocable Trust dated February 29, 1996, David L.
Kirshenbaum, trustee (6.042%), Thomas H. Fraerman (3.021%), and
Donald R. James (18.125%).  Donald R. James is the Manager of MW
Group.  Laurance Realty Associates performs the day-to-day
management.  Laurance Realty is effectively owned by these MW
Group affiliates: DDL LLC, David LaFave, and James.

MW Group LLC filed for Chapter 11 bankruptcy (Bankr. W.D.N.C. Case
No. 11-32674) on Oct. 21, 2011, to stave off foreclosure attempts
by lender, Bank of America N.A. The Debtor scheduled assets of
$10.32 million and liabilities of $8.42 million.  Donald R. James
signed the petition as manager.

No official committee of unsecured creditors has been appointed in
the case.

The Honorable George R. Hodges, United States Bankruptcy Judge,
initially presided over the case, but the case was subsequently
transferred to the Honorable Laura T. Beyer, United States
Bankruptcy Judge, who has presided over this chapter 11 case since
her appointment.

MW Group is represented by Moon Wright & Houston, PLLC's Travis W.
Moon, Esq., and Andrew T. Houston, Esq.

Bank of America, N.A., successor by merger to LaSalle Bank
National Association, is represented in the case by D. Kyle Deak,
Esq., at Troutman Sanders LLP; and Gus A. Paloian, Esq., Jason J.
DeJonker, Esq., and Shuman Sohrn, Esq., at Seyfarth Shaw LLP.


NAVISTAR INTERNATIONAL: BNY Mellon Holds 45,000 Pref. Shares
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, The Bank of New York Mellon Corporation
disclosed that as of Dec. 31, 2013, it beneficially owned
45,000 shares of preferred stock of Navistar International
Corporation representing 35.6 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/vQBA7F

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013, a net
loss attributable to the Company of $3.01 billion for the year
ended Oct. 31, 2012.

The Company's balance sheet at Oct. 31, 2013, showed $8.31 billion
in total assets, $11.91 billion in total liabilities and a $3.60
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEW YORK LIBERTY: Fitch Affirms 'BB+' Rating on $10MM Cl. A Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed all classes of New York Liberty
Development Corporation liberty revenue refunding bonds, series
2012 (7 World Trade Center Project) and 7 WTC Depositor, LLC Trust
2012-WTC as follows:

-- $18,475,000 class 1 maturing on Sept. 15, 2028 at 'AAAsf';
    Outlook Stable;

-- $19,410,000 class 1 maturing on Sept. 15, 2029 at 'AAAsf';
    Outlook Stable;

-- $20,390,000 class 1 maturing on Sept. 15, 2030 at 'AAAsf';
    Outlook Stable;

-- $21,425,000 class 1 maturing on Sept. 15, 2031 at 'AAAsf';
    Outlook Stable;

-- $22,510,000 class 1 maturing on Sept. 15, 2032 at 'AAAsf';
    Outlook Stable;

-- $73,670,000 class 1 maturing on Sept. 15, 2035 at 'AAAsf';
    Outlook Stable;

-- $137,220,000 class 1 maturing on Sept. 15, 2040 at 'AAAsf';
    Outlook Stable;

-- $108,000,000 class 2 at 'Asf'; Outlook Stable;

-- $29,190,000 class 3 at 'BBBsf'; Outlook Stable;

-- $97,123,889 class A at 'BBB-sf'; Outlook Stable;

-- $10,515,000 class B at 'BB+sf'; Outlook Stable.

Key Rating Drivers

The affirmations and Stable Outlooks are the result of stable
collateral performance.  As of the nine months ending Sept. 30,
2013, the servicer-reported net cash flow DSCR was 1.28x compared
to 1.23x underwritten at issuance.

Rating Sensitivities

All classes maintain Stable Outlooks. No rating actions are
expected unless there are material changes in property occupancy
or cash flow.  The property performance is consistent with
issuance.

The transaction represents a securitization of the beneficial
leasehold mortgage interest in 7 World Trade Center, a 52-story,
class A office building, totaling approximately 1.7 million square
feet and located on the north end of the World Trade Center site
in the Downtown submarket of New York City.  Proceeds of the loans
were used to refinance the prior liberty bonds, pay closing costs,
and return preferred equity investment to the sponsor.

The bonds and the CMBS certificates follow a sequential pay
structure.  The total loan includes $575.3 million of liberty
bonds and a CMBS loan secured by a mortgage backed by two cross-
defaulted loans on 7 WTC.  The senior loan is a $450.3 million
tax-exempt liberty bond financing designated loan and the junior
loan is a $125 million CMBS loan.  The liberty bonds loan and the
CMBS loan are administered pursuant to a traditional CMBS
servicing agreement.  The liberty bonds loan has a priority in
payment over the CMBS certificates.  Both loans are to be cross-
defaulted.

The liberty bonds and CMBS certificates are scheduled to amortize
fully by their respective maturity dates following an initial
interest-only period.  The CMBS bonds are interest-only for the
first year followed by a six-year full amortization. The liberty
bonds are interest-only for 16 years followed by full amortization
by 2044.


NORD RESOURCES: Extends Maturity of Conv. Note to July 18
---------------------------------------------------------
Nord Resources Corporation has entered into an Amending Agreement
with John A & Mary Acerra, JTWROS,, effective as of Jan. 17, 2014,
and executed on Jan. 23, 2014.  The Noteholder held a convertible
promissory note dated July 18, 2013,  to evidence the Company's
promise to repay $28,626.

The Note accrues interest at 20 percent per annum, and was to have
matured on the earlier of: Jan. 18, 2014, and the closing of a
financing transaction by the Company for gross proceeds in excess
of US$20,000,000.  Pursuant to the Amending Agreement, the Note
has been extended to mature on the earlier of July 18, 2014, and
the closing of a financing transaction by the Company for gross
proceeds in excess of US$20,000,000.

A copy of the Amended and Restated Convertible Promissory Note is
available for free at http://is.gd/WVELwY

                        About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore in February 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

Nord Resources disclosed a net loss of $10.25 million on $8.14
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.31 million on $14.48 million of net sales
in 2011.  The Company's balance sheet at Sept. 30, 2013, showed
$49.02 million in total assets, $73.40 million in total
liabilities and a $24.38 million total stockholders' deficit.

"The results for 2012 continued to reflect the effects of the
measures that Nord implemented beginning in July 2010 to reduce
our costs, maximize cash flow, and improve operating
efficiencies," said Wayne Morrison, chief executive and chief
financial officer.

Mayer Hoffman McCann P.C., in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company reported net losses of ($10,254,344) and
($10,316,294) during the years ended Dec. 31, 2012, and 2011,
respectively.  In addition, as of Dec. 31, 2012 and 2011, the
Company reported a deficit in net working capital of ($57,999,677)
and ($51,783,180), respectively.  The Company's significant
historical operating losses, lack of liquidity, and inability to
make the requisite principal and interest payments due under the
terms of the Amended and Restated Credit Agreement with its senior
lender raise substantial doubt about its ability to continue as a
going concern.

                        Bankruptcy Warning

"The Company's continuation as a going concern is dependent upon
its ability to refinance the obligations under the Credit
Agreement with Nedbank, the Copper Hedge Agreement with Nedbank
Capital, and the note payable with Fisher, thereby curing the
current state of default under the respective agreements.  Any
actions by Nedbank, Nedbank Capital or Fisher Industries to
enforce their respective rights could force us into bankruptcy or
liquidation," according to the Company's annual report for the
year ended Dec. 31, 2012.


NORTHERN BEEF: Enters Stipulation for $254K of Financing
--------------------------------------------------------
Northern Beef Packers Limited Partnership asks the Hon. Charles L.
Nail, Jr. of the U.S. Bankruptcy Court for the District of South
Dakota to approve its second stipulation amending and extending
postpetition financing to incur debt in an amount not to exceed
$254,314.

The Court previously approved on Jan. 17, 2014, the first
stipulation amending and extending postpetition financing,
allowing the Debtor to obtain up to $537,026 from New Angus, LLC.

As reported by the Troubled Company Reporter on Jan. 21, 2014, the
Debtor asked the Court to approve the latest changes to the
agreement with White Oak Global Advisors, LLC.  The revised
agreement authorized the Debtor to borrow $537,026 in additional
financing to cover expenses pending the closing of the sale of its
operating assets to White Oak Global.  Under the deal, New Angus
LLC, an affiliate of White Oak, would provide the loan "on an
unsecured, superpriority basis."  The financing commitment was set
to terminate by the end of January.  In return, the Debtor would
assign to White Oak and New Angus any rights to refunds of amounts
paid out of funds advanced under the original or the revised
agreement.

The Debtor stated in its Jan. 27, 2014 court filing that the terms
of the Second Amended Stipulation are materially identical to
those of the First Amended Stipulation, except that the Second
Amended Stipulation provides funding for expenses for February,
including $254,314 in budgeted expenses and up to $30,000 in fees
and expenses of the Debtor's attorneys.

According to the Debtor, the sale order has become a final order,
and the Debtor does not believe that there is any material risk
that the sale to White Oak will not close.  "As the Second Amended
Stipulation, like the First Amended Stipulation, provides for the
waiver any right to repayment of any post-petition financing
provided during this Chapter 11 case upon closing of the sale of
the operating assets, approval of the Second Amended Stipulation
will not impose any administrative burden on the estate, and will
in fact relieve the estate of substantial administrative
expenses," the Debtor said.

                    About Northern Beef Packers

Northern Beef Packers Limited Partnership, which operates a beef
processing facility that opened in October 2012, filed for
Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19,
2013.  Karl Wagner signed the petition as chief financial officer.
Judge Charles L. Nail, Jr., presides over the case.  The Debtor
estimated assets of at least $50 million and debts of at least
$10 million.  James M. Cremer, Esq., at Bantz, Gosch, & Cremer,
L.L.C., serves at the Debtor's counsel.  Steven H. Silton, Esq.,
at Cozen O'Connor serves as co-counsel.  Lincoln Partners Advisors
LLC serves as financial advisors.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors in the case.  Robbins, Salomon &
Patt, Ltd. serves as it lead counsel.  Patrick T. Dougherty serves
as its local counsel.


OPENLINK INT'L: Moody's Affirms B3 CFR; Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of OpenLink
International Inc., including the B3 Corporate Family rating
(CFR), B3-PD Probability of Default rating, and B1 senior secured
instrument ratings. The ratings outlook was revised to stable from
negative.

Ratings Rationale

Moody's anticipates solid revenue growth and free cash flow going
forward, and steadily improving liquidity, consistent with the
revised stable ratings outlook.

The B3 CFR reflects expectations for debt to EBITDA to remain
above 6 times in 2014. Moody's expects 2014 revenue and EBITDA
(after Moody's standard adjustments) to approach $330 million and
about $90 million, respectively, as the market for Open Link's
products remains solid. Moody's expects free cash flow may be put
towards acquisitions or other uses, rather than debt repayment.
Liquidity is considered adequate.

The stable ratings outlook reflects Moody's expectations for mid
single digit growth in license sales and adequate liquidity.
Moody's could lower the ratings if client retention or pricing
declines, or if costs increase, driving zero or negative free cash
flow and diminished liquidity. If Moody's comes to expect higher
new customer additions and license sales growth, driving higher
profits and at least $25 million of annual free cash flow, while
debt is reduced such that debt to EBITDA is expected to remain
below 6 times and Open Link maintains conservative financial
policies, the ratings could be upgraded.

Outlook Actions:

Outlook, Changed To Stable From Negative

Affirmations:

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

Senior Secured Bank Credit Facility Oct 25, 2017, Affirmed B1

Senior Secured Bank Credit Facility Oct 25, 2016, Affirmed B1

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

OpenLink is a provider of energy and commodity trading and risk
management (ETRM) software owned by affiliates of Hellman &
Friedman LLC.


OSHKOSH CORP: Moody's Affirms Ba3 CFR, Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service affirmed Oshkosh Corporation's Ba3
Corporate Family Rating (CFR) and Ba3-PD Probability of Default
Rating (PDR). Moody's also changed Oshkosh's rating outlook to
Positive from Stable. The Speculative Grade Liquidity rating was
affirmed at SGL -- 2.

Outlook Actions:

Issuer: Oshkosh Corporation

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Oshkosh Corporation

  Probability of Default Rating, Affirmed Ba3-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-2

  Corporate Family Rating, Affirmed Ba3

  Senior Secured Bank Credit Facility Oct 1, 2015, Affirmed Ba2

  Senior Unsecured Regular Bond/Debenture Mar 1, 2020, Affirmed
  B1

  Senior Unsecured Regular Bond/Debenture Mar 1, 2017, Affirmed
  B1

Adjustments/changes:

Issuer: Oshkosh Corporation

  Senior Secured Bank Credit Facility Oct 1, 2015, changed to a
  LGD3- 35 % from LGD3- 32 %

  Senior Unsecured Regular Bond/Debenture Mar 1, 2020, changed to
  a range of LGD5- 80 % from LGD5- 79 %

  Senior Unsecured Regular Bond/Debenture Mar 1, 2017, changed to
  a range of LGD5- 80 % from LGD5- 79 %

Ratings Rationale

The change in rating outlook to Positive from Stable reflects the
company's strong credit metrics despite recent revenue decline as
the strong cyclical rebound in access equipment has mitigated the
major drop in defense sales, which (absent significant new
contract wins) is expected to decline to less than $1 billion by
FY 2015 from over $3 billion in FY 2013 due primarily to reduced
funding for legacy programs and lower parts and service sales.
Leverage is low and interest coverage high for the rating category
with LTM 12/31/13 debt to EBITDA around 2x and LTM EBITA to
interest over 7.0x. The company has a history of conservative
balance sheet management since the 2009 economic downturn with a
reduction in its debt balances by approximately $1 billion. The
company's strong balance sheet provides the flexibility to adjust
to further declines in the defense portfolio and for the weaker
fire and emergency and commercial businesses to further stabilize
and improve. Moody's expects the company's revenue decline to
stabilize in calendar 2014 and for operating income and free cash
flow to grow. The positive rating outlook considers the company's
strategy and initiatives to improve earnings through organic
revenue growth and expense reduction.

Oshkosh's Ba3 CFR and Ba3-PD Probability of Default Rating
considers the company's strong and long established market
position in multiple specialty vehicle segments and reflects its
strong balance sheet. Although Oshkosh had been facing a number of
challenges, ranging from declining sales and margin compression in
its defense segment to persistent weakness in its historically
stable fire & emergency segment and commercial segment, the
company continues to focus on cost rationalization efforts to
improve the profitability of these businesses. Over the long term,
as municipal budget constraints lift and the installed fire truck
and emergency vehicle fleets continues to age, Oshkosh's
commercial and fire & emergency segments could benefit from
improved demand.

The Speculative Grade Liquidity Rating of SGL-2 rating reflects
Moody's view that Oshkosh will maintain a good liquidity profile
over the next twelve months. Operating cash flow generation over
the next twelve month period combined with availability under its
revolving credit facility should be sufficient to fund the
company's normal working capital requirements, capital spending
needs and potential share repurchases or dividends. Oshkosh
maintains a $525 million revolver with about $440 million of
unused available capacity as of December 31, 2013, net of about
$82 million of letters of credit.

The rating may be upgraded if the company efficiently manages
through the contraction of its defense business and meets its
stated targets as they relate to operating income growth and
margins. Moreover, a conservative, low-leverage balance sheet is
necessary given the high cyclicality of demand for its products,
with leverage remaining at under 3 times through the cycle.
Additionally, the company's business profile is concentrated with
the access equipment segment at over 50% of its operating income.
As a result, the company could benefit from improved
diversification of its business profile such that it experiences
reduced cyclicality, depending on business performance and
relevant credit metrics.

The rating or rating outlook could be pressured by Debt to EBITDA
of over 3.5 times if the challenges mentioned above were expected
to persist over the rating horizon. A large debt financed
acquisition or aggressive shareholder friendly policies could also
pressure the rating or outlook depending on the resulting credit
metrics.

Oshkosh is a leading designer, manufacturer and marketer of a
broad range of specialty vehicles and vehicle bodies. The company
operates in four segments: access equipment, defense, fire &
emergency, and commercial (rear and front-discharge concrete
mixers and refuse collection vehicles as well as other products
for mining and construction companies). Revenues for the company's
fiscal year ending September 30, 2013 totaled approximately $7.7
billion. The company has about 12,000 employees worldwide and is
headquartered in Oshkosh, Wisconsin.

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


OVERLAND STORAGE: Cyrus Funds Stake at 66.8% as of Jan. 16
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Cyrus Capital Partners, L.P., FBC Holdings
S.a r.l. and its affiliates disclosed that as of Jan. 16, 2014,
they beneficially owned 64,042,538 shares of common stock of
Overland Storage, Inc., representing 66.8 percent of the shares
outstanding.  Cyrus Capital previously reported beneficial
ownership of 7,945,500 common shares or 19.99 percent equity stake
as of Dec. 19, 2013.

The Cyrus Funds acquired, as of Jan. 16, 2014, new notes totaling
$2,000,000 pursuant to the Amended and Restated Note Purchase
Agreement dated Nov. 1, 2013, with the Cyrus Funds and certain
other note purchasers, which amended and restated the Note
Purchase Agreement dated Feb. 12, 2013, between the Issuer, the
Cyrus Funds and the other note purchasers.  The purchase of those
New Notes was funded on Jan. 21, 2014.  The Cyrus Funds acquired
those New Notes in the following original principal amounts in
consideration for an equivalent purchase price: Cyrus
Opportunities -- $1,152,000 of New Notes; CRS Master Fund, L.P --
$332,000 of New Notes; Crescent 1, L.P., -- $366,000 of New Notes;
and Cyrus Select Opportunities Master Fund, Ltd., -- $150,000 of
New Notes.  The New Notes are convertible by the holder into a
number of shares of Common Stock equal to the principal amount of
the New Notes being converted divided by $1.00.  The Cyrus Funds
used their respective fund reserves to purchase New Notes.

On Jan. 21, 2014, the Acquisition was consummated and FBC Holdings
was issued 47,152,630 shares of the Issuer's Common Stock in
exchange for all of the outstanding capital stock of Tandberg and
Tandberg became a wholly owned subsidiary of the Issuer.  Prior to
the closing of the Acquisition, Tandberg Data Management S.a r.l.
transferred to FBC Holdings S.a r.l., all of the capital stock of
Tandberg which was held by TDM.

A copy of the regulatory filing is available for free at:

                        http://is.gd/j0puRx

                      About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.  The Company's balance
sheet at Sept. 30, 2013, showed $27.87 million in total assets,
$40.17 million in total liabilities and a $12.29 million total
shareholders' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.


OVERLAND STORAGE: Pinnacle Stake at 8.5% as of Dec. 31
------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Pinnacle Family Office Investments, L.P., and
Barry M. Kitt disclosed that as of Dec. 31, 2013, they
beneficially owned 2,718,930 shares of common stock or 8.5 percent
equity stake of Overland Storage, Inc.  The reporting persons
previously disclosed beneficial ownership of 2,575,280 common
shares or 9 percent equity stake as of Dec. 31, 2012.  A copy of
the regulatory filing is available at http://is.gd/9r7xRy

                       About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.  The Company's balance
sheet at Sept. 30, 2013, showed $27.87 million in total assets,
$40.17 million in total liabilities and a $12.29 million total
shareholders' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.


OVERSEAS SHIPHOLDING: Selling 5 Ships to GSO, Euronav for $255MM
----------------------------------------------------------------
Overseas Shipholding Group, Inc., disclosed in a regulatory filing
with the Securities and Exchange Commission that on Feb. 3, 2014,
debtors Front President Inc., Delta Aframax Corporation, Epsilon
Aframax Corporation, Maple Tanker Corporation and Oak Tanker
Corporation each entered into one of five "stalking horse" asset
sale agreements with Shipco 1, L.L.C., Shipco 2, L.L.C., Shipco 3,
L.L.C., Shipco 4, L.L.C. and Shipco 5, L.L.C, respectively, for
the sale of certain of the Debtor Sellers' assets, including five
vessels that are collateral for secured financing provided by the
Export-Import Bank of China for a total cash purchase price of
$255 million.

The five vessels include three very large crude carriers (VLCCs)
and two aframax tankers.  The Purchasers are subsidiaries of Ship
Acquisition Co., LLC, a joint venture between affiliates of GSO
Capital Partners LP and Euronav N.V.

The Purchase Agreements are subject to the approval of the
Bankruptcy Court and to the outcome of an auction whereby higher
and better offers for the purchase of the Assets may be made,
pursuant to the bidding procedures proposed by the Debtors.

The Purchasers' obligations in the Purchase Agreements are
guaranteed by six GSO-affiliated investment funds. Pursuant to the
Purchase Agreements, the Debtor Sellers will pay the Purchasers a
break-up fee of 2.75% of the Purchase Price, or $7,012,500, and up
to $1,000,000 in reasonable and documented fees, out-of-pocket
costs and expenses incurred in connection with preparing,
negotiating, and executing the Purchase Agreements in the event
the Purchase Agreements are cancelled under certain circumstances,
after the bidding procedures are approved by the Bankruptcy Court,
where the Purchasers are not in breach of the Purchase Agreements.

The Debtors filed with the Bankruptcy Court a motion seeking,
inter alia, the Bankruptcy Court's (i) authorization of the entry
by the Debtor Sellers into the Purchase Agreements; (ii)
authorization and approval of certain bidding procedures for the
sale of the Assets, including granting administrative expense
status to the Bid Protections; and (iii) subject to the results of
the auction, authorization and approval of the sale of the Assets
to the successful bidders, free and clear of all encumbrances,
pursuant to section 363(f) of the Bankruptcy Code.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PAYMENT SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Payment Systems Group, Inc.
           dba Make My Payments
           aka PSG
           fdba Biweekly Management
           fdba Manage Your Mortgage
        P.O. Box 774000 PMB 337
        Steamboat Springs, CO 80477

Case No.: 14-40776

Chapter 11 Petition Date: February 7, 2014

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

Judge: Hon. Kathy A. Surratt-States

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

Total Assets: $48,099

Total Liabilities: $2.38 million

The petition was signed by James McKee, III, vice president and
CFO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/moeb14-40776.pdf


PENNSYLVANIA ECONOMIC: Fitch Affirms BB+ Rating on $169MM Bonds
---------------------------------------------------------------
Fitch Ratings has affirmed Pennsylvania Economic Development
Financing Authority's (the Colver Power Project, or Colver)
approximately $169 million in 2005 series F resource recovery
revenue refunding bonds (senior bonds due Dec 2018) at 'BB+'.  The
Outlook remains Stable.

Key Rating Drivers

Contractual Revenues Reliant on Strong Operations: The project
relies on the ability of the operator to maintain high
availability and capacity factors in order to maximize payments
under the power purchase agreement (PPA), capture the benefit of
excess energy sold at the locational marginal price (LMP) and
provide revenue stability.  LMP sales, despite their variability
in price and small percentage relative to total revenues, help to
add cushion to the cash flow profile. (Revenue Risk: Midrange)

Operating Margin Subject to Cost Control: The project remains
exposed to price fluctuations in commodities, uncertain costs for
emissions standards compliance and major maintenance.  The
Company's prudent purchasing of ammonia, propane and diesel and
conservative major maintenance budgeting help control expense
levels and margin compression.  Further, in order to meet the
impending Mercury Air Toxic Standards (MATS) rule in 2015, the
project will need to utilize additional limestone which is
expected to result in a $3-$4 million increase in plant operating
costs. (Operation Risk: Midrange)

Adequate Coal Supply: Despite 75% of coal under contract through
debt maturity, the project is susceptible to potential price
swings in the remaining 25% of needed supply.  However, an
adequate supply through multiple sources at competitive prices
offsets some price risk. (Supply Risk: Midrange)

Debt Structure Supports Cash Flow: The short tenor remaining on
the debt combined with an 18-month debt service reserve helps to
bolster cash flows against periods of low dispatch or increased
operating costs over the next five years.  Further, the additional
two years of unlevered cash flow under the PPA following debt
maturity helps to offset relatively high leverage. (Debt
Structure: Midrange)

Sufficient Debt Service: Under a combined financial stress
scenario of increased costs and reduced availability, Fitch
projects near term debt service coverage ratios (DSCR) averaging
1.25x with a minimum of 1.00x coverage.  While the coverage levels
may be suggestive of a lower rating under the thermal criteria,
the stable operating history, limited horizon for debt maturity
and ample liquidity support the rating at the current level.

Rating Sensitivities

Inability to capture lower emissions control costs to meet MATS
and increased fuel, ash or plant operating expenses above the
current level could result in a downgrade.

Any extended outage resulting in decreased availability and
reduced cash flow could result in a downgrade.

Security

The Senior Bonds are secured by a first-priority interest in all
project revenues, a lien on all of the project assets, and
security interest in the contract rights of the PPA.

Credit Update

Fitch views positively the continued operating stability of the
project through 2013. Overall production was higher than
originally budgeted despite an unplanned, eight day outage that
occurred in December 2013 as a result of tube leaks.  Positively,
the average annual capacity factor remained strong at 98.5%,
consistent with the project's operating history.  The project also
benefitted from low sulfur coal opportunity purchases which
resulted in a fuel cost savings of 8.7% compared to 2012.  The
Fitch calculated DSCR for 2013 increased to 1.54x from 1.24x in
2012, though it is lower than the historical average of 1.87x.

Over the near term, major maintenance scheduled in 2014 and 2015
should help to improve plant operations as a key component of the
work will focus on preventing future tube leaks.  The roughly $4
million overhaul cost has been included in the 2014 budget and
will result in increased operating costs for the year.  Despite
the outage, the sponsor forecasts a 2014 annual capacity factor of
96.88%, which should help to maintain revenue stability.

Further, Fitch notes that 2013 cost savings related to low sulfur
coal purchases are not likely to continue over the long term, and
has maintained a cost profile at a level consistent with historic
performance.

Under base case conditions, which include reduction of capacity
factor to 95.86% and limestone purchases for MATS, Fitch forecasts
DSCRs averaging 1.36x with a minimum of 1.10x. Fitch's rating case
analysis includes base case assumptions and operating cost
increasing annually by 5%.  This scenario yields an average DSCR
of 1.25x and a minimum of 1.0x.  While the analysis shows the
project remains exposed to potential emissions compliance cost
increases and lower dispatch due to major maintenance and
unplanned outages, the limited horizon for the debt maturity and
ample debt service reserves mitigate this risk.

The Colver Project consists of a nominal 111.15 megawatt waste
coal-fired qualifying facility located on a 62-acre site in
Cambria, Pennsylvania.  The project also includes a 9.6-mile, 115-
kilovolt transmission line interconnecting with the Pennsylvania
Electric Company (Penelec; 'BBB-'; Stable Outlook by Fitch) Glory
Substation. The Colver facility began commercial operations on May
16, 1995. The senior bonds were issued on behalf of an owner-
participant as part of a leveraged-lease transaction.  Colver's
sponsor is a limited partnership, Inter-Power/AhlCon Partners,
which is held by subsidiaries of Constellation Energy Group
(Exelon; 'BBB+') and Northern Star Generation.

Under the terms of the PPA, Penelec pays flat rates on annual
energy up to 278 gigawatt-hours (GWh) of on-peak production and
501 GWh/year off-peak production.  Penelec purchases excess
energy, produced in excess of caps above, at the posted hourly LMP
or day-ahead of PJM Interconnectedness, LLC.


PERPETUAL ENERGY: Moody's Retains Caa1 CFR & Unsec. Notes Rating
----------------------------------------------------------------
Moody's Investors Service downgraded Perpetual Energy Inc's
Speculative Grade Liquidity rating to SGL-4 from SGL-3. The
Corporate Family Rating (CFR) of Caa1, Probability of Default
Rating (PDR) of Caa1-PD and senior unsecured notes rating of Caa1
were unchanged. The rating outlook remains negative.

Perpetual's liquidity is considered weak because existing revolver
availability will barely cover expected negative free cash flow to
Q1 2015, and Moody's expects Perpetual to sell its remaining
residual assets in order to pay off a maturing C$100 million
convertible debenture rather than dilute equity, leaving no
alternative source of cash in the future.

Issuer: Perpetual Energy

  Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
  SGL-3

Rating Rationale

Perpetual's Caa1 CFR is driven by weak liquidity, declining
reserves, a low cash margin driven by a high percentage of gas,
and a weak retained cash flow to debt metric. The rating also
recognizes that Perpetual will sell assets to fund negative free
cash flow and repay a $100 million convertible debenture maturity
in January 2015 rather than convert to equity, leaving the company
with only core assets.

The C$150 million senior unsecured notes are rated at the Caa1 CFR
due to the substantial amount of lower ranking subordinated debt
(C$160 million, unrated) in the capital structure, which offsets
the prior ranking C$110 million borrowing base revolver. This
notching is in accordance with Moody's Loss Given Default
Methodology.

The SGL-4 Speculative Grade Liquidity rating reflects weak
liquidity. As of September 30, 2013 Perpetual had no cash and
roughly C$40 million available, after C$5 million in letters of
credit, under its C$110 million borrowing base revolver that term
outs in October 2014, and matures one year later. Moody's expect
the negative free cash flow of about C$35 million from Q4 2013 to
Q1 2015, and the upcoming debt maturity due January 31, 2015 to be
funded from asset sales. Perpetual will be in compliance with the
two financial covenants through this period. Perpetual's proved
reserves are pledged to the revolver lenders, but other resources
and assets represent a source of alternate liquidity given the
company's portfolio of non-core properties. There is a C$60
million convertible debenture due December 31, 2015.

The negative outlook reflects Moody's expectation that Perpetual
will sell assets to repay the upcoming debt maturity and fund
negative free cash flow, further eroding its asset base, and that
the reserve base will continue to decline. A change in outlook to
stable would be considered if the company can maintain its
production and reserves, and fund its capital program with
internal sources.

The rating could be downgraded if core producing assets are sold
to fund negative free cash flow, to repay debt or used for any
other expenditure.

The rating could be upgraded if retained cash flow to debt can be
maintained above 20% and the company grows production and
reserves.

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

Perpetual Energy Inc is a Calgary, Alberta-based independent
exploration and production company with total proved reserves of
about 34 million barrels of oil equivalent (gross) and average
daily production of about 17,000 barrels of oil equivalent per day
of which approximately 75% is natural gas.


PHYSICIANS TOTAL CARE: RSF Suit Against Silvermine Dismissed
------------------------------------------------------------
Oklahoma District Judge Gregory K. Frizzell granted the Motion to
Dismiss filed by Silvermine Opportunity Funding, LLC, for failure
to state a claim upon which relief can be granted in the lawsuit,
RSF PARTNERS, LLC, Plaintiff, v. SILVERMINE OPPORTUNITY FUNDING,
LLC, Defendant, Case No. 13-CV-361-GKF-FHM (N.D. Okla.), but will
allow RSF Partners to file an amended complaint.

RSF Partners alleges Silvermine tortiously interfered with two
contracts between RSF and Physicians Total Care, Inc., and that
Silvermine intentionally interfered with RSF's prospective
economic advantage in its expectancy of a business relationship
with PTC.

RSF alleges that, in December 2011, PTC "was actively seeking
investors to fund PTC's operations and development of PTC's
proprietary logistics management software that allows physicians
to dispense medications directly from a doctor's office rather
than through a retail pharmacy."  On Feb. 17, 2012, RSF and PTC
entered into a "preliminary, non-binding letter agreement
regarding the possible acquisition of, or controlling investment
in, PTC."  RSF and PTC agreed to an "Exclusivity Period" until
5:00 PM Central Time on March 1, 2012 during which the parties
were to continue to discuss on an exclusive basis the possible
acquisition of, or controlling investment in, PTC.

On Feb. 23, 2012, PTC executed a Secured Promissory Note whereby
PTC promised to pay to RSF $25,000, plus interest at 10% per annum
on or by March 1, 2012.  On March 1, 2012, RSF and PTC agreed to
extend both the Exclusivity Period and the maturity date and
amount of the Secured Promissory Note from March 1 to March 13,
2012.  PTC executed an Amended and Restated Secured Promissory
Note whereby PTC promised to pay RSF $100,000, plus interest at
10% per annum, on or before March 13, 2012.  On March 29, 2012,
RSF and PTC agreed to extend both the Exclusivity Period and the
maturity date of the Amended and Restated Secured Promissory Note
from March 13 to May 31, 2012.  PTC executed an Amendment to the
Amended and Restated Secured Promissory Note whereby PTC promised
to pay RSF $205,000, plus interest at 10% per annum on or before
May 31, 2012.

On March 31, 2012, RSF and PTC entered into a Common Stock
Purchase Agreement.  The purchase and sale of PTC's stock was to
close on May 31, 2012.  RSF was to purchase 45,000,000 shares of
PTC common for $45,000.

In late April 2012, Barry Posner contacted PTC about purchasing an
interest in PTC.  PTC never notified RSF about Posner's inquiry.
Without notifying RSF and in breach of the Letter Agreement, PTC
and Posner entered into a nondisclosure agreement in April 2012.
As a result of Posner's undisclosed interest in PTC, Posner
brought in Silvermine as an equity partner in late May 2012.  PTC
executed another secured promissory note, this time in favor of
Silvermine, as consideration for purchasing an interest in PTC.
Prior to May 31, 2012, PTC, in violation of its Letter Agreement,
provided Silvermine a copy of the Common Stock Purchase Agreement,
and its "financials, documents, performance data, pro formas, and
other documents in order for Silvermine to perform its own due
diligence of PTC."  With knowledge of the Common Stock Purchase
Agreement and Letter Agreement, Silvermine interfered with the
contract between PTC and RSF.  On May 31, 2012, as a direct result
of Silvermine's actions, PTC advised RSF that it would not proceed
with the closing on the Common Stock Purchase Agreement, advising
RSF that the shareholders of PTC would not authorize the
transaction.  Silvermine purchased PTC's assets.

Judge Frizzell added that the Court and the parties shall discuss
plaintiff's deadline for filing an Amended Complaint at the
upcoming status/scheduling conference.  Judge Frizzell said the
Court is unpersuaded at this juncture by Silvermine's argument
that the Bankruptcy Court's Order approving the sale of PTC's
assets to Silvermine would preclude a properly pled claim that a
Silvermine maliciously interfered with a contract with PTC before
PTC went into bankruptcy.

A copy of the Court's Feb. 3, 2014 Opinion and Order is available
at http://is.gd/HeKunwfrom Leagle.com.

Physicians Total Care, Inc., based in Tulsa, Oklahoma, filed for
Chapter 11 bankruptcy (Bankr. N.D. Okla. Case No. 12-12502) on
Sept. 11, 2012.

PTC estimated $100,001 to $500,000 in assets, and $1 million to
$10 million in liabilities.  The petition was signed by Warren
Moseley, chief executive officer.

PTC is represented by:

     Lysbeth L. George, Esq.
     CROWE & DUNLEVY PC
     20 North Broadway, Suite 1800
     Oklahoma City, OK 73102
     Tel: (405) 234-3245
     Fax: (405) 272-5203
     E-mail: lysbeth.george@crowedunlevy.com


PICCADILLY RESTAURANTS: Lakes Medical's Claim Reclassified
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Piccadilly
Restaurants, LLC, et al., and Lakes Medical Center, LLC, entered
into a stipulation resolving classification of Lakes Medical's
claim.

The Parties stipulate and agree that the Claim should be
classified as a PR Class 5 General Unsecured Claim solely for
purposes of voting on the First Amended Joint Chapter 11 Plan of
Reorganization; provided, however, that nothing in the Plan will
constitute or be deemed a final determination as to the
classification and treatment of the Claim as either a PR Class 5
Claim (General Unsecured Claim) or PR Class 7 Claim (Unliquidated
Tort Claim).

On Feb. 25, 2013, Lakes Medical filed a proof of claim, Claim No.
315.  On Nov. 14, 2013, the First Amended Joint Chapter 11 Plan
proposed by Atalaya Administrative, LLC, Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV, LP (Tranche B), Atalaya
Special Opportunities Fund (Cayman) IV LP (Trance B), and the
Official Committee of Unsecured Creditors was filed with the
Court.

In connection with the Plan solicitation, Lakes Medical's Claim
was classified as a PR Class 7 Unliquidated Tort Claim within
Exhibit E-2 to the Disclosure Statement and a PR Class 7 voting
ballot was sent to Lakes Medical.  Lakes Medical asserted and
believes that its Claim should have been classified and treated as
a PR Class 5 General Unsecured Claims for plan voting, treatment
and distribution purposes under the Plan and, therefore, that it
should have received a PR Class 5 ballot for voting on the Plan.
The Committee agreed.  A PR Class 5 ballot was sent to Lakes
Medical, and Lakes Medical voted to accept the Plan as a general
unsecured claimant.

                   About Piccadilly Restaurants

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

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

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

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

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

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

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


PICCADILLY RESTAURANTS: Panel Counters Yucaipa's Plan Objection
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Piccadilly
Restaurants, LLC, et al., filed on Jan. 31, 2014, its brief in
support of confirmation of the First Amended Joint Chapter 11 Plan
of Reorganization, stating that other than the objection lodged by
Yucaipa Corporate Initiatives Fund I, L.P., all objections to the
Plan have been consensually resolved.

As reported by the Troubled Company Reporter on Jan. 16, 2014,
Yucaipa filed documents opposing confirmation of the Plan,
alleging that its equity interests in the Debtors are "in the
money" and cannot be extinguished pursuant to the Plan.  The Plan
is being proposed by Atalaya Administrative LLC and related
entities -- the Debtors' pre-bankruptcy secured lenders -- and the
Official Committee of Unsecured Creditors.

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

The Committee said that Yucaipa's equity interests are limited to
PR Class 8, the only class of equity interests in Piccadilly
Restaurants, LLC.  "As such, no class of interests with similar
legal rights to those of PR Class 8 exists because there are no
other classes of interests in Piccadilly Restaurants, LLC.
Accordingly, the Plan cannot and does not unfairly discriminate
against Yucaipa's PR Class 8 equity interests," the Committee
stated.

Cancellation of Yucaipa's equity interests, according to the
Committee, is fair and equitable because the value of the Debtors'
estates does not extend beyond unsecured creditors.  Cancellation
of equity interests where equity is found to have no value is
appropriate.

The Plan was filed after a year of protracted negotiations among
the Committee, Atalaya and Yucaipa, all of which are informed,
sophisticated parties.  "During the process, Yucaipa was never
itself willing to inject sufficient funds to preserve its equity
interests.  Yucaipa cannot now claim that preservation of such
equity has value," the Committee said.

Atalaya said in a court filing dated Jan. 31, 2014, that the only
objection raised by Yucaipa to confirmation of the Plan is that
the Plan does not meet the "fair and equitable" requirements of
Section 1129(b).  According to Atalaya, Yucaipa's argument is
based entirely upon valuation.  Atalaya denied Yucaipa's assertion
that because the value of the Debtors' business exceeds the amount
of claims against the Debtors that would have to be satisfied,
Atalaya's conversion of debt to 100% of the equity the Debtors
somehow allows Atalaya a recovery of more than the value of its
claim against the Debtors.

Atalaya stated, "The most credible evidence adduced at the
confirmation hearing established that the value of the Debtors'
business is far less than the amount of creditor claims.
Uncontroverted evidence established that the amount of claims
against the Debtors that would have to be satisfied exceeds
$56 million.  As a result, in light of the valuation evidence . .
. the value of Yucaipa's equity interest in the Debtors is $0, and
therefore, by definition, Yucaipa is receiving 'the value of
[it's] interest' in accordance with Section 1129(B)(2)(C)(i).
Likewise, because the evidence conclusively demonstrated that
Yucaipa's equity interest has no value, Atalaya's conversion of
$9 million of debt to 100% of the equity in the reorganized
debtors could never result in Atalaya receiving more than the
amount of its claims against the Debtors.  To the contrary, as of
the effective date of the Plan, Atalaya's secured debt will be
reduced from $35.8 million to $26.8 million, with the conversion
of $9 million of debt to equity in the reorganized debtors.  The
evidence adduced at the confirmation hearing demonstrates that
Atalaya is converting debt to equity of a company that has no
equity value at the time of the conversion."

On Feb. 3, 2014, Yucaipa filed its memorandum in support of its
objection to the Plan, saying that Piccadilly's enterprise value
range has a midpoint of $54 million, meaning that there is
substantial equity value in Piccadilly.  Yucaipa insisted that
because the Plan provides no recovery to equity holders and
instead awards Atalaya this equity value, it is not fair and
equitable and violates Bankruptcy Code sections 1129(b)(1) and
1129(b)(2)(C)(i).

                   About Piccadilly Restaurants

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

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

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

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

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

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

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


PICCADILLY RESTAURANTS: GlassRatner Designated as Administrator
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Piccadilly
Restaurants, LLC, et al., pursuant to the First Amended Joint
Chapter 11 Plan proposed by Atalaya Administrative, LLC, and the
Committee, designated GlassRatner Advisory & Capital Group, LLC,
by and through its principal, Ronald L. Glass, as administrator.

The Committee also designated these individuals to serve as
members of the oversight board:

      1. Jay Geiger, Director of Finance, Peter A. Mayer
         Advertising, Inc.;

      2. Ray "Jim" Blanchard, Jr., President of Calcasieu
         Mechanical Contractors; and

      3. Corey Files, Operations Manager of Chandlers Parts &
         Service.

                   About Piccadilly Restaurants

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

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

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

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

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

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

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


PLATINUM PROPERTIES: Has Green Light to Sell Wynne Farms Assets
---------------------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana on Feb. 3 approved a private sale by
Platinum Properties, LLC, et al., of real estate within a project
and transfer assets to Wynne Farms Developer, LLC, pursuant to the
real estate purchase agreement between Wynne Farms, LLC and Wynne
Farms Developer, LLC.

The Debtor has an ownership interest in several special purposes
entities, including Wynne Farms, LLC.  The Debtor owns 80% of the
membership interests in Wynne Farms, and Wynne Farms in turn owns,
operates and manages 553 of the 727 acres within a mixed-use
development located in Avon and Brownsburg, Indiana known as Wynne
Farms.

Wynne Farms' property or the project is composed of (a) six single
family residential subdivisions totaling 624 lots; (b) one quads
subdivision composed of 48 units; (c) three multi-family projects
with up to approximately one thousand apartment/townhome units,
and (d) 75 acres for commercial use.

The project was originally financed by an $18,850,000 revolving
senior loan provided by BMO Harris Bank.  Each of the Debtor,
Steven R. Edwards, Paul F. Rioux, Jr., and Kenneth R. Brasseur
guaranteed the indebtedness, obligations, and liabilities owed by
Wynne Farms to BMO.  On Feb. 27, 2013, Olive Portfolio Alpha, LLC
purchased the loan from BMO, and BMO assigned and transferred all
of its rights and obligations related to the loan to Olive
Portfolio.  As of December 31, 2013, the total balance due to
Olive Portfolio was $19,967,000.

According to the Debtor, the sale transaction will materially
benefit the bankruptcy estate.  The sale will allow a settlement
with Olive Portfolio to close, which eliminates any deficiency
claim by Olive Portfolio, thereby releasing the Debtor from
$19,967,000 in liability.  The Debtor will also be relieved of any
of its obligations under the Assigned Contracts as manager of
Wynne Farms, including the Builder Deposit Liability, well as its
obligations to fund the maintenance costs of Wynne Farms. Finally,
the Debtor will be relieved of some payroll and other overhead
expense.

The Debtor, as the manager of Wynne Farms, is authorized to
consummate the transactions contemplated in the purchase agreement
and the sale motion.

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana,
serve as the Debtors' bankruptcy counsel.  Platinum Properties
disclosed $14,624,722 in assets and $181,990,960 in liabilities as
of the Chapter 11 filing.

The U.S. Trustee has not yet appointed a creditors committee in
the Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


PLATINUM PROPERTIES: Settlement With Olive Portfolio Approved
-------------------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana entered an order:

   i) approving a settlement between Platinum Properties, LLC,
      et al., and Olive Portfolio Alpha, LLC;

  ii) authorizing the transfer and conveyance by Wynne Farms LLC
      of certain real estate to Olive Portfolio Alpha, pursuant
      to the terms and conditions of a Deed-in-Lieu Agreement;

iii) authorizing the execution and delivery to Olive Portfolio
      by the Debtor, on its own behalf and as the manager of
      Wynne Farms, of the settlement agreement and any other
      documents contemplated by the settlement agreement or as
      may be necessary to effect the provisions thereof;

  iv) authorizing the execution and delivery to Olive Portfolio
      by the Debtor, as the manager of Wynne Farms, of the
      Deed-in-Lieu Agreement and any other documents contemplated
      by the Deed-in-Lieu Agreement or as may be necessary to
      effect the provisions thereof;

   v) authorizing the performance by the Debtor of all of its
      other obligations under the settlement agreement and the
      Deed-in-Lieu Agreement; and

  vi) authorizing the assumption and assignment by the Debtor to
      Olive Portfolio of the H&K Contract, an executory contract
      related to the real estate to be transferred to Olive
      Portfolio.

Wynne Farms and Herman & Kittle Properties, Inc. (H&K) are parties
to a contract for purchase of real estate, whereby Wynne Farms
granted to H&K an option and first right of offer to purchase the
remaining 14.75 acres within Parcel D of the Multi-Family Real
Estate.

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana,
serve as the Debtors' bankruptcy counsel.  Platinum Properties
disclosed $14,624,722 in assets and $181,990,960 in liabilities as
of the Chapter 11 filing.

The U.S. Trustee has not appointed a creditors committee in the
Debtors' case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


PREMIER GOLF: Hearing on Case Dismissal Continued Until March 3
---------------------------------------------------------------
The Bankruptcy Court, according to a minute order for hearing held
on Jan. 24, 2014, continued until March 3, 2014, at 3:30 p.m., the
hearing to consider Premier Golf Properties LP's motion to dismiss
the Chapter 11 case and approve a compromise.

In seeking case dismissal, Premier Golf said the core dispute in
the proceeding is that between Far East National Bank and the
Debtor.  That dispute was the trigger event for the commencement
of the Chapter 11 case and is the subject of two California
Superior Court actions and complex motions for valuation and
relief from stay which remain unresolved.

The Debtor added that if the dispute would prevail, it would be
very expensive without a guaranty of favorable outcome. The
outcome of the dispute is existential in the sense that if FENB
prevail, Premier would lose the Cottonwood real property; i.e.,
the golf courses, and all creditors except FENB would receive
nothing.

In this relation FENB and the Debtor in November 2013 agreed to
resolve all of the issues outstanding between them and entered
into a settlement and release agreement, which provides for:

   1. Premier will, on or before March 1, 2015, pay to FENB a
      lump sum of $8,500,000;

   2. Pay, within 90 days of the execution of the agreement all
      delinquent real estate taxes.  Although Premier has paid its
      current installments of real estate tax during the course of
      this proceeding, per-petition delinquencies together with
      interest thereon have accrued to approximately $1,700,000;

   3. From and after payment of delinquent real estate tax, to
      keep all real estate tax obligations current until FENB is
      paid in full;

   4. Premier will make interest only payments at a rate of
      6 percent per annum payable monthly on the 15th day of
      each month commencing Jan. 10 2014;

   5. Premier will execute and adeliver to FENB a new security
      agreement, in essence, a blanket lien on all of Premier's
      personal property, including greens fees.

   6. Henry Gamboa, who guaranteed the original FENB loan, is
      required to execute and deliver to FENB a current financial
      statement in a format acceptable to FENB.

As reported in the Troubled Company Reporter on Jan. 20, 2014,
Byron B. Mauss, Esq., at Assayag Mauss, on behalf of FENB, asked
the Bankruptcy Court to approve the Debtor's motion.

                 About Premier Golf Properties, LP

Premier Golf Properties, L.P. owns and operates the Cottonwood
Golf Club in El Cajon, California. The Club has two 18-hole golf
courses, a driving range, pro shop, and club house restaurant.
The Club maintains the golf courses and operates a golf course
business on the real property.  Its income comes from green fees,
range fees, annual membership sales, golf lessons, golf cart
rentals, pro shop clothing and equipment sales, and food and
beverage services.

Premier Golf filed for Chapter 11 protection (Bankr. S.D. Calif.
Case No. 11-07388) on May 2, 2011.  Judge Peter W. Bowie presides
over the case.  Jack F. Fitzmaurice, Esq., at Fitzmaurice &
Demergian, in Chula Vista, California, represented the Debtor.
The Debtor estimated assets and liabilities at $10 million to
$50 million.


PRM FAMILY: DCT, El Paso & Cigna Object to Private Asset Sale
-------------------------------------------------------------
DCT DESOTO LLC, The City of El Paso, and Connecticut General Life
Insurance Company and related Cigna entities filed objections to
PRM Family Holding Company, L.L.C., et al.'s motion for order
authorizing (i) a private sale of substantially all of the
Debtors' assets, and (ii) assumption and assignment of executor
contracts and unexpired leases.

As reported by the Troubled Company Reporter on Jan. 20, 2014, the
Debtors intend to sell all of their assets to Cardenas Northgate
(CNG).  In papers filed in the Bankruptcy Court on Dec. 2, CNG
seeks the right to credit bid the full amount of claims acquired
from Bank of America, the Debtors' largest secured creditor.  CNG
is expected to pay approximately $53,600,000 (approximately
$39,600,000 based on the prepetition Bank of America claim and
$14,000,000 cash in new capital for the Debtors' estates) to close
the transaction.

Landlord and creditor DCT stated in its Jan. 21 court filing that
any sale order should make clear that the security deposit held by
DCT is not being transferred and will be unaffected by the sale
motion.
The City of El Paso, a unit of local government in the State of
Texas which possesses the authority under the laws of the State to
assess and collect ad valorem taxes on real and personal property,
has filed its pre-petition secured proof of claim for ad valorem
property taxes assessed against the Debtor's property for tax year
2013 in the amount of $140,224.32.  The City's claim is for
personal property taxes incurred by the Debtor in the ordinary
course of business.  These taxes are secured by first priority
liens.  The City asserts in its Jan. 21 court filing that its ad
valorem tax lien for tax year 2013 pertaining to the personal
property located at 703 N Zaragoza Rd and the personal property
located at 10501 W Gateway Blvd will attach to the sales proceeds
and that the Debtor should pay all ad valorem tax debt owed
incident to the Subject Properties immediately upon closing and
prior to any disbursement of proceeds to any other person or
entity.
A lien to secure the payment of the year 2014 post-petition tax
debt was created on Jan. 1, 2014.  Pursuant to the sale motion,
the City's tax lien is to attach to the sale proceeds.  The City
asserts that a sale free and clear of the year 2014 post-petition
ad valorem tax lien is inappropriate.  The purchaser will
presumably acquire and possess the Subject Properties prior to the
close of year 2014.

To secure the payment of the year 2014 tax, the City must retain
its year 2014 tax lien against the Subject Properties so as to
provide the City with the requisite adequate protection.  The
estate will incur a significant cost savings in providing this
relief.  The City asserts that the ad valorem tax lien for year
2014 should be retained against the Subject Properties until the
2014 ad valorem taxes are paid in full.

In its Jan. 21 court filing, Cigna claimed that the Debtor failed
to pay approximately $540,000 due to Cigna under the Cigna
agreements for services provided within the 180-day period prior
to the Petition Date.  The Debtor failed to remit to Cigna the
employee payroll withholdings corresponding to the unpaid
premiums.  Although the Debtors continue to retain the
Withholdings, they are not property of the estate.

The Debtor's motion states that the sale will generate funds to
pay certain administrative priority claims "and priority tax
claims."  According to Cigna, the motion does not propose a
distribution to creditors like Cigna whose claims have a higher
priority than priority tax claims.

The sale motion, says Cigna, seeks approval of the sale of all of
Debtors' assets, including "all cash," which may include the
Withholdings.  Thus, the relief sought in the motion may evaporate
any ability to properly apply the Withholdings.

The sale motion seeks the Bankruptcy Court's authority to assume
and assign "certain executor contracts and unexpired leases
designated by CNG," which Cigna objects because, inter alia,
(i) the Debtors have not identified any of the Cigna agreements as
contracts to be assumed and assigned; (ii) the Debtors have
proposed no cure amounts for the Cigna agreements; (iii) the
Debtors have provided no adequate assurance of future performance;
and (iv) any assumption and assignment of any of the Cigna
agreements must be consistent with their respective and collective
terms and functions.  Cigna states in its court filing that no
assumption of any Cigna Agreement should be considered until the
Debtors (a) fully and accurately identify the specific Cigna
agreement(s) that they propose to assume and assign; (b) fully and
accurately identify all parties to any Cigna agreement to be
assumed and assigned; and (c) confirm that the assumption and
assignment of any Cigna agreement will include any and all
amendments, riders, schedules, certificates, renewal caveats,
addendums, letters of intent and banking agreements related
thereto.

The City is represented by:

      Sacks Tierney P.A.
      Aaron G. York, Esq.
      4250 North Drinkwater Boulevard, Fourth Floor
      Scottsdale, AZ 85251
      Tel: (480) 425-2625 DID
      Fax: (480) 425-4925 DID

DCT is represented by:

      Peter J. Rathwell, Esq.
      Snell & Wilmer L.L.P.
      One Arizona Center
      400 E. Van Buren Street
      Phoenix, AZ 85004-2202
      Tel: (602) 382-6203
      Fax: (602) 382-6070
      E-mail: prathwell@swlaw.com

               and

      Carl N. Kunz, III, Esq.
      Morris James LLP
      500 Delaware Avenue, Suite 1500
      Wilmington, DE 19801-1494
      Tel: (302) 888-6811
      Fax: (302) 571-1750
      E-mail: ckunz@morrisjames.com

Cigna is represented by:

      Steven D. Jerome, Esq.
      Andrew V. Hardenbrook, Esq.
      Snell & Wilmer L.L.P.
      One Arizona Center
      400 E. Van Buren
      Phoenix, AZ 85004-2202
      Tel: (602) 382-6000
      E-mail: sjerome@swlaw.com
              ahardenbrook@swlaw.com

                and

      Jeffrey C. Wisler, Esq.
      Connolly Gallagher LLP
      1000 N. West Street, Suite 1400
      Wilmington, DE 19801
      Tel: (302) 757-7300
      Fax: (302) 658-0380
      E-mail: jwisler@connollygallagher.com

                      About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


Q MERGER: Moody's Assigns 'B2' CFR & Rates New $875MM Loan 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Q Merger Sub
Inc.'s (acquirer of CEC Entertainment) proposed $150 million
guaranteed senior secured revolving credit facility and $725
million guaranteed senior secured term loan B. In addition,
Moody's also assigned Q Merger Sub a B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating (PDR). The outlook
is stable.

Ratings Rationale

Proceeds from the proposed bank facilities along with
approximately $350 million in common equity contributed by an
affiliate of Apollo Investments and $305 million from a senior
unsecured bridge loan (unrated) will be used to fund the
acquisition of CEC Entertainment Inc. (CEC). Upon consummation of
the acquisition, Q Merger Sub Inc. will be merged with and into
CEC, with CEC being the surviving entity and assuming the
obligations of Q Merger Sub Inc. Upon the successful consummation
of the transaction, Moody's will change the name of the rated
entity to CEC Entertainment Inc. from Q Merger Sub Inc.

Moody's ratings are subject to review of final documentation.

The B2 Corporate Family Rating reflects CEC's high leverage and
modest coverage, driven in part by weak same store sales
performance and our concern that soft consumer spending and
competition will continue to pressure earnings and debt protection
metrics. The ratings also incorporate the high seasonality of
CEC's earnings in the first quarter and store concentration in
California and Texas. The ratings are supported by our expectation
that CEC's marketing initiatives with greater media focus towards
children, birthdays and overall value should help stabilize and
grow same store sales, leverage its store base and drive higher
earnings. The ratings also factor in CEC's meaningful scale,
reasonable level of brand awareness, and good liquidity.

Ratings assigned are:

Corporate Family Rating of B2

Probability of Default Ratings of B2-PD

$150 million guaranteed senior secured revolver due 2019, rated
B1 (32%, LGD3)

$725 million guaranteed senior secured term loan B due 2021,
rated B1 (32%, LGD3)

The stable outlook reflects Moody's view that CEC's revised
marketing initiatives will drive improvement in same store sales,
earnings and cash flows that will more than support significantly
higher interest expense. Moody's expects the company to maintain
good liquidity while reducing debt well above required
amortization as it focuses on a less capital intensive franchise
growth model beginning in 2015.

Given CEC's high leverage and modest coverage, a higher rating
over the near term is unlikely. However, factors that could result
in an upgrade over the intermediate term include a sustained
improvement in earnings and debt protection metrics driven by
positive operating trends and lower debt levels. Specifically, an
upgrade would require debt to EBITDA of under 5.0 times, EBITA
coverage of interest of over 2.0 times, and retained cash flow to
debt of well over 10% on a sustained basis. A higher rating would
also require maintaining good liquidity.

Ratings could be downgraded in the event operating trends (same
store sales) remained negative causing earnings and cash flows to
fall short of our current expectations. Specifically, a downgrade
could occur in the event debt to EBITDA failed to migrate towards
6.0 times or EBITA to interest didn't strengthen to around 1.5
times on a sustained basis within the next 12 months. A material
deterioration in liquidity for any reason could also result in
negative ratings pressure.

CEC Entertainment, Inc., headquartered in Irving, Texas, owns,
operates, and franchises a total of 577 Chuck E. Cheese stores
that provide family-oriented entertainment. Annual revenues are
approximately $822 million.

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


QUALITY DISTRIBUTION: Eagle Asset Stake at 5% as of Dec. 31
-----------------------------------------------------------
Eagle Asset Management, Inc., disclosed in a Schedule 13G filed
with the U.S. Securities and Exchange Commission that as of
Dec. 31, 2013, it beneficially owned 1,359,452 shares of common
stock of Quality Distribution, Inc., representing 5.05 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/FnkYal

                     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.


R.E. LOANS: Bankr. Court, 5th Cir. Hand Loss to Wells Fargo
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas and
the U.S. Court of Appeals for the Fifth Circuit handed out
separate decisions on Feb. 5 in a dispute involving Wells Fargo
Capital Finance LLC and certain former investors in R.E. Loans,
LLC

R.E. Loans is a hard-money lender that raised funds to make real
estate secured loans to real estate developers.  Suffering from a
liquidity shortage, REL entered into a senior secured credit
facility with Wells Fargo in July 2007.  Later, in November 2007,
REL and its member-investors entered into a transaction wherein
the member-investors exchanged their equity interest in REL for
junior secured notes issued by REL.  As the real estate market
worsened, so did REL's financial condition.  Ultimately, REL filed
for bankruptcy in the U.S. Bankruptcy Court for the Northern
District of Texas.  Under its Chapter 11 Plan of Reorganization,
the REL estate released all claims against Wells Fargo that were
property of the REL estate on the effective date of the plan.

Gordon Noble, Arlene Dea Deeley, Fredric C. Mendes, Nancy Rapp,
Phillip Cantor, John Emanuele, Irene Lee, and David Nolan filed a
consolidated putative class action complaint in California state
court against Wells Fargo, alleging they were induced into
participating in an exchange offering through misrepresentations
the managers of REL made to them, and that Wells Fargo provided
assistance in the managers' misrepresentations.  Wells Fargo, in
turn, commenced an adversary proceeding in the bankruptcy court,
and moved to enjoin prosecution of the Consolidated Complaint on
the ground that the asserted causes of action were property of the
REL estate and that the REL estate had released all claims against
Wells Fargo.  Wells Fargo argued that the Consolidated Complaint
sought recovery for harm to REL and that the Class Plaintiffs'
injuries were derivative of, and secondary to, the harm REL
allegedly suffered.

The District Court issued a written opinion in which it concluded
that the claims asserted by the REL Class Plaintiffs in the
Amended and Consolidated Complaint were property of the REL
bankruptcy estate in part, and were not property of the REL
bankruptcy estate in part.  Wells Fargo appealed.

The REL Class Plaintiffs filed a motion to dismiss the appeal due
to the agreed filing of a new complaint in the California Class
Action -- the Third Amended Complaint -- which, according the REL
Class Plaintiffs, moots the appeal, since the Amended and
Consolidated Complaint is no longer the live pleading in the
California Class Action.

The Fifth Circuit agreed with the Class Plaintiffs' and dismissed
the appeal, as moot.  A copy of the Fifth Circuit's decision is
available at http://is.gd/OyOa8zfrom Leagle.com.

Also on Wednesday, the Bankruptcy Court held that the Third
Amended Complaint does not state a claim against Wells Fargo that
is property of the REL bankruptcy estate.  The three claims pled
in the Third Amended Complaint state claims that belong to the REL
Class Plaintiffs.  However, because it is theoretically possible
that some component of the damages proven at trial may be
derivative of damage to REL based upon its managers' post-Exchange
Offer mismanagement, the Bankruptcy Court will issue an injunction
preventing the REL Class Plaintiffs from collecting that portion
of the damages proven at trial, and leave it to the court
presiding over the California Class Action to correctly apportion
those damages to the extent that becomes necessary at trial.

A copy of the Bankruptcy Court's Memorandum Opinion, penned by
Dallas Bankruptcy Judge Barbara J. Houser, is available at
http://is.gd/zdhaWMfrom Leagle.com.

                          About R.E. Loans

R.E. Loans, LLC, was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne
Sewell LLP, in Dallas, represent the Debtors as counsel.  James A.
Weissenborn at Mackinac serves as R.E. Loans' chief restructuring
officer.  The Debtors tapped Hines Smith Carder as their
litigation and outside general counsel.  The Debtors tapped
Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as
special counsel in real estate matters.  R.E. Loans disclosed
$713.6 million in assets and $886.0 million in liabilities as of
the Chapter 11 filing.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.

The Bankruptcy Court confirmed R.E. Loans, LLC, et al.'s  Modified
Fourth Amended Plan of Reorganization dated June 1, 2012, as
supplemented on June 8, 2012.  R.E. Loans, LLC, et al., notified
the Court that the Effective Date of the Modified Fourth Amended
Plan occurred June 29, 2012.  A full-text copy of the Modified
Fourth Amended Joint Plan is available for free at:

    http://bankrupt.com/misc/RE_LOANS_plan_modifie4amended.pdf


RAPID AMERICAN: W.Va. Court Remands "Davis" Suit to State Court
---------------------------------------------------------------
Judge John T. Copenhaver, Jr., of the U.S. District Court for the
Southern District of West Virginia, in Charleston, on Jan. 28,
2014, granted a motion to remand filed by a plaintiff in an
asbestos-related personal injury action after the plaintiff
dismissed its suit against the defendant who removed the case to
the federal court.  Accordingly, Judge Copenhaver remanded the
case to the Circuit Court of Kanawha County.

The case is JOHN EDWARD DAVIS and GLORIA A. DAVIS, Plaintiffs, v.
3M COMPANY and A. W. CHESTERTON COMPANY and AJAX MAGNETHERMIC
CORPORATION and AURORA PUMP COMPANY and BUFFALO PUMPS, INC. and
CAMERON INTERNATIONAL CORPORATION, formerly known as Cooper
Cameron Corporation, and CERTAINTEED CORPORATION and CLEAVER-
BROOKS COMPANY, INC. and COLUMBUS McKINNON CORPORATION and CRANE
COMPANY and DRAVO CORPORATION and FAIRMONT SUPPLY COMPANY and F.B.
WRIGHT COMPANY and FLOWSERVE CORPORATION, formerly known as
Durametallic Corporation, and BW IP, INC., other, Burns
International Services, formerly known as Byron Jackson Pumps, and
FLOWSERVE US, INC., formerly known as Durco International, Inc.,
and FMC CORPORATION and FOSTER WHEELER ENERGY CORPORATION and
GARLOCK, INC. and GENERAL ELECTRIC COMPANY and GEO. V. HAMILTON,
INC. and GOULDS PUMPS, INC. and HONEYWELL INTERNATIONAL, formerly
known as Allied Signal, formerly known as Allied Corporation,
other Bendix Corporation, and HOWDEN-BUFFALO, INC. and I. U. NORTH
AMERICA, INC., other, Garp Company, formerly known as The Gage
Company, and IMO INDUSTRIES, INC., formerly known as IMO DeLaval,
Inc., formerly known as DeLaval Turbine, Inc., DeValco
Corporation, and INDUSTRIAL HOLDINGS CORPORATION, formerly known
as Carborundum Company, and INGERSOLL-RAND COMPANY and ITT
CORPORATION, doing business as Bell & Gossett Pumps, doing
business as Kennedy Valves, and J.H. FRANCE REFRACTORIES and
LOCKHEED MARTIN CORPORATION, formerly known as Martin Marietta
Corporation, and McJUNKIN CORPORATION, now known as McJunkin
Redman Corporation, and METROPOLITAN LIFE INSURANCE COMPANY and
NAGLE PUMPS, INC. and NITRO INDUSTRIAL COVERINGS, INC. and OHIO
VALLEY INSULATING COMPANY, INC. and OWENS-ILLINOIS, INC. and its
predecessor in interest, other, Owens-Illinois Glass Co., and
PNEUMO ABEX CORPORATION, other, Abex Corporation, and PREMIER
REFRACTORIES, INC., formerly known as Adience, Inc., other,
Adience Company, LP, other, BMI, Inc., and RAPID AMERICAN
CORPORATION, in its own right and as successor in interest to and
liable for, other, Philip Carey Corporation, and RILEY POWER INC.,
formerly known as Riley Stoker Corporation, and ROCKWELL
AUTOMATION, INC. and SQUARE D COMPANY and STERLING FLUID SYSTEMS
LLC and SUNBEAM PRODUCTS, INC., other, Sunbeam Corporation, and
SURFACE COMBUSTION, INC. and SWINDELL DRESSLER INTERNATIONAL
COMPANY and TACO, INC. and TASCO INSULATIONS, INC. and UB WEST
VIRGINIA, INC., formerly known as Union Boiler Company, and
VIACOM, INC., AS SUCCESSOR BY MERGER TO CBS CORPORATION, formerly
known as Westinghouse Electric Corporation, and VIKING PUMP, INC.
and VIMASCO CORPORATION, Defendants, CIVIL ACTION NO. 2:13-32308
(S.D.W.Va.).  A full-text copy of Judge Copenhaver's memorandum
opinion and order is available at http://is.gd/KLpcnZfrom
Leagle.com.

                   About Rapid-American Corp.

Rapid-American Corp. filed for Chapter 11 bankruptcy protection in
Manhattan (Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to
deal with debt related to asbestos personal-injury claims.

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless incurred successor liability
for personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing Company -- Old Carey -- as that entity existed prior
to June 1, 1967.

Attorneys at Reed Smith LLP serve as counsel to the Debtor.

The Debtor disclosed assets in excess of $4,446,261 and unknown
liabilities.

The Official Committee of Unsecured Creditors retained Caplin &
Drysdale, Chartered, as counsel.

Young Conaway Stargatt & Taylor, LLP represents Lawrence
Fitzpatrick, the Future Claimants' Representative, as counsel.


REEVES DEVELOPMENT: Iberiabank Objects to Disclosure Statement
--------------------------------------------------------------
Secured creditor Iberiabank filed with the U.S. Bankruptcy Court
for the Western District of Louisiana an objection to Reeves
Development Company, LLC's amended version of the Disclosure
Statement for its proposed Plan of Reorganization as of Dec. 31,
2013.

As reported by the Troubled Company Reporter on Jan. 10, 2014, the
Amended Disclosure Statement reveals that as to the Class 15
Unsecured Claim of Branch Banking and Trust, to the extent that
BB&T is not fully compensated from the assets of Houma Dollar
Parnter, LLC, the excess amount will be included in the unsecured
claims of the Debtor.  The assets of Houma Dollar Partners are
expected to generate net sales proceeds sufficient to satisfy the
claims of BB&T.  This claim is currently estimated to total
$6,000,000.  The Claimant has agreed to a settlement of claims
against the Debtor in exchange for certain concessions from
Debtors affiliated Company Houma Dollar Partners, LLC.  In
exchange for these concessions,  the Debtor has agreed to forgo
any payments due from Houma Dollar Partners, LLC.

A full-text copy of the Dec. 31 version of the Amended Disclosure
Statement is available for free at:

        http://bankrupt.com/misc/REEVESDEV_AmdDSDec31.PDF

Iberiabank said in its Jan. 21, 2014 court filing that the major
change concerns the Debtor proposing to enter into a Letter of
Intent to execute a lease, rather than a sale, and as in the past
the transaction involves an insider (an LLC that was not in
existence at the time of the entering into the Letter of Intent)
and is based upon self serving disclosures as to expenses, with no
disclosure as to income projections.  According to Iberiabank, all
expense and income projections are by the manager of the Debtor.
No projections by accountants, or third party experts.

The Amended Plan resolves the issue as to the absolute priority
rule, wherein a junior creditor was to be paid prior to the senior
creditor.  Iberiabank objects and does not consent to its
collateral or cash collateral being used to pay any other
creditor.

Under Classification of Claims (Class 1), is listed "Iberia
Bank Secured Claim."; however the treatment of the bank's claim is
treated jointly by the Debtor and RCP and is based upon collateral
owned by not only the Debtor, but also collateral owned by RCP.
Iberia also claims that, among other things:

      a. there is no disclosure as to how RCP proposes to pay
         the secured and unsecured claims of Iberiabank from
         assets of RCP;

      b. the Debtor's schedules reflect Iberiabank as being
         undersecured; and Iberiabank asserts that the Debtors
         have over-valued its collateral as to the RDC case;

      c. the Disclosure Statement does not address the unsecured
         claim of Iberiabank;

      d. the Debtor's Plan is based on the development of an
         industrial park; that is a new endeavor of the Debtor,
         and the Debtor's background does not reflect any
         expertise in that development; and

      e. the effective date is confusing at best.  Assuming that a
         disclosure statement is approved, the effective date of
         the plan should be specific.

Iberiabank is represented by:

      Ronald J. Bertrand, Esq.
      Attorney at Law
      714 Kirby Street
      Lake Charles, Louisiana 70601
      Tel: (337) 436-2541

                  About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Arthur A.
Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, in Baton
Rogue, Louisiana, represents the Debtor as counsel.

Reeves Development scheduled assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.

The Debtor's Plan dated Feb. 27, 2013, provides that on the
effective date, all allowed accrued interest calculated at the
non-default contractual rate of 4% per annum plus any amounts
allowed by the Court will be capitalized and added to the
outstanding principal balance due under the note issued by Iberia
Bank.  The maturity of the Iberia Note will be extended to 60
months from the Effective Date.  The Debtor will then repay the
New Principal Balance with interest accruing at the non-default
contractual rate of 4% per annum from the Effective Date.


RESIDENTIAL CAPITAL: Abed-Stephens' $1.75-Mil. Claim Expunged
-------------------------------------------------------------
Bankruptcy Judge Martin Glenn sustained the objection of
Residential Capital, LLC, to Claim No. 5420 of Vachagan Abed-
Stephen and Susie Abed-Stephen.  The Debtors seek to expunge Claim
Number 5420 because the Claim allegedly fails to state a basis for
liability against the Debtors and lacks sufficient documentation.

The Claimants filed their proof of claim on Nov. 16, 2012.  The
proof of claim is unclear as to precisely what liability the
Claimants are asserting.  The amount of the Claim appears to be
$1.75 million, and the Claimants appear to assert that
$1,223,221.89 of the Claim is secured, although the secured claim
figure is written as "$1,2223,221.89" and there is no listing of
the unsecured portion of the Claim.  Further, the proof of claim
does not provide a basis for the Claim, nor does it provide a
basis for the security.

To date, more than 7,300 proofs of claim have been filed in the
Debtors' cases, as reflected on the Debtors' claims registers.

On August 29, 2012, the Court entered an order establishing
procedures and a deadline of Nov. 9, 2012, for filing proofs of
claim.  The Court later extended the bar date to November 16,
2012.

A copy of the Court's Feb. 5, 2014 Memorandum Opinion and Order is
available at http://is.gd/9r2fpBfrom Leagle.com.

                    About Residential Capital

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

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

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

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

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

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

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

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


SARKIS INVESTMENTS: Plan Filing Deadline Extended to Feb. 27
------------------------------------------------------------
The Hon. Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California has extended, at the behest of Sarkis
Investments Company, LLC, the Debtor's exclusive period to file
its plan of reorganization up to and including Feb. 27, 2014.

As reported by the Troubled Company Reporter on Nov. 21, 2013, the
Debtor stated that the counsel for the Debtor and the Lender have
begun the first of many settlement meetings regarding a consensual
exit strategy for the Debtor, and is very optimistic that the
parties will continue to work together towards this goal.  "As
both the Debtor and the Lender believe it is more appropriate to
work together towards an exit strategy that is currently more
sale-oriented, the Debtor submits that it is appropriate to extend
the exclusivity period to foster continued settlement discussions
in this regard."

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Judge
Robert Kwan presides over the case.  Pamela Muir signed the
petition as manager.  The Debtor estimated assets and debts of at
least $10 million.  Ashley M. McDow, Esq., at Baker & Hostetler,
LLP, serves as the Debtor's counsel.

Patrick Galentine was appointed by a state court as receiver for
the Debtor's assets.  The receiver may be reached at:

The receiver is represented by Reed Waddell, Esq., at Frandzel
Robins Bloom & Csato, LC.

MSCI 2007-IQ13 ONTARIO RETAIL LIMITED PARTNERSHIP, which initiated
the receivership proceedings against Sarkis in state court, is
represented by Ron Oliner, Esq., at Duane Morris LLP.

SENATE INSURANCE AGENCY: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Senate Insurance Agency, Inc.
        352 Main Street
        Laurel, MD 20707

Case No.: 14-11743

Chapter 11 Petition Date: February 5, 2014

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Hon. Paul Mannes

Debtor's Counsel: Lawrence P Block, Esq.
                  STINSON LEONARD STREET LLP
                  1775 Pennsylvania Ave., N.W., Suite 800
                  Washington, DC 20006
                  Tel: (202) 785-9100
                  Email: lawrence.block@stinsonleonard.com

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Janet M. Nesse, responsible officer.

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


SHREE MAHALAXMI: Trust Not Entitled to Pre-Bankr. Default Interest
------------------------------------------------------------------
Bankruptcy Judge Craig A. Gargotta in San Antonio, Texas, granted,
in part, Shree Mahalaxmi, Inc.'s Amended Objection to Claim No. 4
of U.S. Bank National Association, as Trustee, Successor to State
Street Bank and Trust Company, as Trustee for the Registered
Holders of Merrill Lynch Mortgage Investors, Inc., Mortgage Pass-
Through Certificates, Series 1996-C3, by and through CW Capital
Asset Management LLC, Solely In Its Capacity as Special Servicer.

The Court is of the opinion that: (1) allowance of pre-petition
interest under Sec. 502 of the Bankruptcy Code relies on the
underlying state law of Texas governing the Loan Documents; (2)
the Debtor committed an Event of Default under the Loan Documents;
(3) the Loan Documents allow imposition of default interest only
if the Trust exercises its option to accelerate the debt upon an
Event of Default; and (4) the Trust did not exercise its option to
accelerate the debt before the Petition Date.  As such, the Court
finds that the Trust's claim for default interest did not accrue
pre-petition and it is therefore not entitled to include pre-
petition default interest in its Proof of Claim.

On August 23, 1996, the Debtor received a loan from Merrill Lynch
Credit Corporation in the amount of $1,650,000.  In originating
the loan, the Debtor executed these documents evidencing the debt
to Merrill Lynch in repayment of the loan: (1) a Promissory Note
dated August 23, 1996, in the amount of $1,650,000 made for the
benefit of Merrill Lynch; (2) a Deed of Trust, Security Agreement,
Assignment of Rents and Fixture Filing dated August 23, 1996, for
the benefit of Merrill Lynch and securing the Debtor's obligations
under the Note by the Collateral; and (3) an Absolute Assignment
of Leases and Rents and Security Deposits dated August 23, 1996,
in favor of Merrill Lynch.

After the origination of the loan with Merrill Lynch, the Debtor
further encumbered the Collateral by placing two junior liens on
the Collateral both in favor of National Republic Bank of Chicago.
On July 23, 2003, the Debtor placed the first junior lien on the
Collateral in favor of NRBC in order to secure a $1,850,000 loan
made to ADR Management which was recorded in the Bexar County
records on July 24, 2003.  ADR Management is a separate
corporation that owns and operates a Red Roof Inn in New
Braunfels, Texas but shares some common ownership with the Debtor.
Through this common ownership, the Debtor signed the $1,850,000
note in favor NRBC and placed the First Junior Lien on the
Collateral for the benefit of ADR Management.

On Oct. 15, 2003, the Debtor placed the second junior lien on the
Collateral in favor of NRBC to secure a $325,000 loan made to ADR
Management which was recorded in the Bexar County records on June
24, 2004.

The central disagreement between the Parties is whether the terms
of the Loan Documents allow the Trust to impose retroactive pre-
petition default interest for the first time after the Petition
Date.  The Debtor argues that inclusion of pre-petition default
interest in the Trust's Proof of Claim is improper because: (1)
the Loan Documents require the Trust to provide notice regarding
any Event of Default to the Debtor before imposing default
interest; (2) the Note itself does not provide for automatic
accrual of default interest upon occurrence of an Event of
Default; (3) the Loan Documents provide grace periods and an
opportunity to cure this type of default event; and (4) to the
extent the Trust may automatically impose default interest, the
Trust's claim for default interest is barred by the applicable
statute of limitations.

The Trust argues that the Loan Documents, read as a whole, entitle
it to impose default interest from the date of the Event of
Default and do not require the Trust to provide any notice to the
Debtor. Further, the Trust argues that only discovery of the Event
of Default can trigger the statute of limitations or, in the
alternative, the Debtor's subsequent payments on the debt tolled
any statute of limitations. Additionally, the Trust asserts that
the Loan Documents do not provide any grace periods for the type
of default committed by the Debtor.

A copy of the Court's Feb. 5, 2014 Order is available at
http://is.gd/iQv55jfrom Leagle.com.

Shree Mahalaxmi, Inc. d/b/a Super 8, is a Texas corporation that
owns and operates hotel property located at 3617 N. Pan Am
Expressway, San Antonio, Bexar County, Texas 78219.  Shree
Mahalaxmi filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 13-50040) on Jan. 7, 2013, listing under $1 million in both
assets and debts.

A copy of the petition is available at no extra charge at
http://bankrupt.com/misc/txwb13-50040p.pdfand a copy of the lsit
of creditors is available at no extra charge at
http://bankrupt.com/misc/txwb13-50040c.pdf Rakhee V. Patel, Esq.,
-- rpatel@pronskepatel.com -- at Pronske & Patel, P.C., serves as
the Debtor's counsel.


SONY CORP: Slashes Forecast to $1.1 Billion Annual Loss
-------------------------------------------------------
Kana Inagaki, writing for The Wall Street Journal, reported that
Sony Corp. moved to deal with its two most troubled electronics
units, saying it will eliminate 5,000 jobs in the company's
television and personal-computer businesses while splitting off
its TV division into a separate subsidiary.

Laura Board, writing for The Deal, related that the company has
been struggling to improve returns at its electronics business for
more than two years.  Last year, it became the target of an
activist campaign by Dan Loeb's ThirdPoint LLC, which wanted Sony
to sell off part of its media business.

Sony, according to The Deal, said it will sell its Vaio-branded PC
business to investment firm Japan Industrial Partners Inc.  The
companies plan to sign a firm deal by the end of March and
complete the sale by July 1.  The standalone company will
initially concentrate on selling consumer and corporate PCs in
Japan in a bid to stabilize profit, The Deal said, citing Sony.
Sony will have an initial 5% stake in the business.

According to the Journal, in its second downward revision in just
three months, the Japanese technology company said on Feb. 6 that
it now expects to incur a loss of JPY110 billion ($1.1 billion)
for the full year through March -- a reversal from a previously
forecast profit of JPY30 billion. It also said it will sell its PC
business, confirming earlier reports.

With the television and personal-computer steps, Chief Executive
Kazuo Hirai said the bulk of Sony's restructuring is now complete,
leaving the company free to concentrate on expanding promising
businesses, the Journal related.  Yet investors and analysts
warned it is by no means clear Sony will succeed in its
turnaround, while Mr. Hirai himself said more products could end
up on the block.

"I hope this puts a period to structural reforms of this scale,"
said Mr. Hirai, during a rare appearance at an earnings news
conference on Feb. 6, the Journal cited.  "But with competition
increasing, we need to constantly review and reshuffle our
business portfolios."

Sony blamed its projected full-year loss on $690 million in
charges for restructuring its PC and TV businesses, steps that
include 1,500 job cuts in Japan and 3,500 overseas by March 2015,
the Journal pointed out. Sony employed roughly 146,000 people
world-wide in March 2013, at the end of its previous fiscal year.

                       About Sony Corp.

Based in Japan, Sony Corporation engages in the operation of
imaging products and solution (IP&S), game, mobile products and
communication (MP&C), home entertainment and sound (HE&S), device,
movie, music, financial and other business. The IP&S segment
provides digital imaging products and professional solutions.

As reported in the Troubled Company Reporter-Asia Pacific on
Jan. 29, 2014, Moody's Japan K.K. has downgraded the Issuer Rating
and the long-term senior unsecured bond rating of Sony Corporation
to Ba1 from Baa3. The ratings outlook is stable.
At the same time, Moody's has downgraded the short-term rating of
its supported subsidiary, Sony Global Treasury Services Plc, to
Not Prime from Prime-3.


SOUTH EDGE: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The South Edge, Inc.
        2115 Old Adobe Road
        Petaluma, CA 94954

Case No.: 14-10176

Chapter 11 Petition Date: February 5, 2014

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Hon. Alan Jaroslovsky

Debtor's Counsel: Gina R. Klump, Esq.
                  LAW OFFICE OF GINA R. KLUMP
                  17 Keller St.
                  Petaluma, CA 94952
                  Tel: (707) 778-0111
                  Email: klumplaw@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by JoAnn Claeyssens, vice president.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb14-10176.pdf


SOUTH FLORIDA SOD: Feb. 10 Plan Confirmation Hearing Canceled
-------------------------------------------------------------
The Bankruptcy Court, according to South Florida Sod Inc.'s case
docket, has canceled the hearing scheduled for Feb. 10, 2014, to
consider confirmation of South Florida Sod, Inc.'s Amended Plan of
Reorganization, as further amended.

As reported in the Troubled Company Reporter on Jan. 17, 2014, the
Court approved an amended motion for authority to sell property of
the estate through a public auction.  The Court directed the
Debtor to conduct an auction of the property at 5771 acres located
in North Port, Florida, Sarasota County, on Feb. 13, 2014.

The Debtor said the sale of the property would (i) satisfy secured
claims held by Orange Hammock Ranch, LLC, and Wauchula State Bank
against the property; and (ii) generate cash with which to fund a
plan of reorganization.  The auction will be conducted live from
the property.  South Florida Sod has sought and obtained
authorization from the Bankruptcy Court to employ National Auction
Group, Inc., as auctioneer and real estate broker to sell the
property.

             Gator Plan Objection & Estimation Motion

Gator State Sod Co. filed an objection to the Plan, in an
abundance of caution.  Gator said its objection to the prior
version of the Plan has not changed with the filing of the Second
Amendment.

Gator also filed papers with the Court pursuant to Rule 3018(a) of
the Federal Rules of Bankruptcy Procedure, seeking estimation and
temporary allowance of its claim for voting on the Amended Plan.
According to GSS, it seeks temporary allowance of its claim, in an
amount which the Court deems proper for the purpose of voting on
the Plan, to prevent possible abuse by plan proponents who might
ensure acceptance of a plan by filing last minute objections to
the claims of dissenting creditors," which is precisely "[t]he
policy behind temporary allowing claims."

GSS says its motion will expedite the process and ensure that its
vote and objections to confirmation receive consideration.  Based
upon critical time frames imposed by the Court and the continued
administration of the case, it is imperative that the matter be
heard prior to or in conjunction with the confirmation hearing
scheduled for Feb. 10, 2014, at 10:30 a.m.

On Dec. 4, 2013, the Debtor filed the Second Amendment, which
revised four items in the prior Amended Plan.  On Dec. 5, GSS
filed its objection to Debtor's Amended Plan, which was linked to
the Amended Plan but not the Second Amendment.

                      U.S. Trustee Objection

As reported in the Troubled Company Reporter on Jan. 16, 2014, the
U.S. Trustee objected to the approval of the Disclosure Statement
explaining the Debtor's Amended Plan.  The U.S. Trustee asserted
that the Amended Disclosure Statement failed to provide a
liquidation analysis, which is critical in order to provide
creditors with adequate information regarding the value of assets
available for liquidation in the event the proceeds from the
McCall Ranch auction scheduled for Feb. 13, 2014, fail to satisfy
the claims of all creditors.

According to the U.S. Trustee, the Amended Disclosure Statement
also failed to indicate an estimated amount necessary to pay
administrative costs and all classes contemplated in the Plan from
the proceeds of the McCall Ranch auction.

                          Summary of Plan

On Nov. 14, 2013, the Court entered its order conditionally
approving disclosure statement.  According to the Amended
Disclosure Statement, the Debtor intends to sell at auction, free
and clear of claims and interests, the McCall Ranch Property.  The
Debtor intends that the auction will take place after the
confirmation of the Plan.  By doing so, the Debtor believes that
sufficient funds will be received to pay most, if not all, of its
creditors.  If the proceeds of the sale do not pay all of the
claims in full, the Debtor will select another property to be
sold.  This will be repeated until either all of the property is
sold or the debts are paid in full.

The Debtor also intends to sell its interest in the Little
Ockmulgee Property at auction prior to confirmation.  George D.
Warthen Bank has agreed that to the extent there are not
sufficient funds to pay its claim in full, any remaining balance
will be discharged, and any claims against the guarantors
released.

A copy of the Amended Disclosure Statement and Amendment to Plan
are available for free at:

     http://bankrupt.com/misc/SOUTHFLORIDASODamendedds.pdf
     http://bankrupt.com/misc/SOUTHFLORIDASODamendmenttoplan.pdf

The TCR on Oct. 17, 2013, reported on the Disclosure Statement
dated Oct. 7, 2013.  The Plan designates 3 Unimpaired Claims --
Class 1 Allowed Other Secured Claims, Class II Allowed Non-Tax
Priority Claims, and Class III Allowed Secured Claim of Ford Motor
Credit Company, LLC.

It also designates 15 Impaired Claims:

* Class IV Allowed Secured Claim of Ascot Capital LLC-3.
* Class V Allowed Secured Claim of ATCFII Florida-A LLC
* Class VI Allowed Secured Claim of TLGFY, LLC
* Class VII Allowed Secured Claim of Chippewa Co. Tax Collector
* Class VIII Allowed Sec. Claim of Highlands County Tax Collector
* Class IX Allowed Secured Claim of Garfield County Treasurer
* Class X Allowed Secured Claim of George D. Warthern Bank
* Class XI Allowed Secured Claim of Great Oak Pool 1, LLC
* Class XII Allowed Secured Claim of Orange Hammock Ranch, LLC
* Class XIII Allowed Sec. Claim of Wauchula State Bank for Lake
   Rosalie and Farm 2
* Class XIV Allowed Sec. Claim of Wauchula State Bank for Farm 1
* Class XV Sec. Postpetition Admin. Claim of Wauchula State Bank
* Class XVI Allowed Unsecured Claims of Affiliates
* Class XVII Allowed Unsecured Claims
* Class XVIII Allowed Interest

Most of the Allowed Claims for Classes IV to XV will be paid from
the proceeds of the sale of the McCall Ranch or from proceeds of
the sale of assets they have a lien on.

Class XVI Claims will receive nothing, while Class XVII Claims
will also be paid from proceeds of the sale of the McCall Ranch.

Class XVIII Interests of Wiley T. McCall will be retained under
the Plan.

                      About South Florida Sod

South Florida Sod Inc., a sod farmer, owns multiple parcels of
rural real estate in Florida, Georgia, Michigan and Montana.  The
Debtor uses these parcels in its sod, hay, cattle, timber,
stumping and hunting operations.

The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 13-08466) on July 9, 2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Latham Shuker Eden & Beaudine, LLP, originally represented the
Debtor as counsel.  Latham Shuker was later replaced by Frank M.
Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.  Jonathan
Stidham, Esq., at Stidham & Stidham, P.A., serves as special
counsel to the Debtor.

South Florida Sod also tapped Daniel Dempsey as its financial
advisor.  Wallace T. Long, Jr., CPA and Lynch, Johnson & Long,
CPA, serve as accountants.

Orange Hammock Ranch, LLC, the principal secured creditor, is
represented by Brian A. McDowell, Esq., at Holland & Knight LLP.


SOUTH FLORIDA SOD: Hammock Credit Bid Pegged at $13.9MM
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
entered an order dated Jan. 28 granting, in part, the motion of
Orange Hammock Ranch LLC to determine (a) the maximum allowed
amount of its secured claim in the Chapter 11 case of South
Florida Sod Inc., (b) its resulting credit bid at the auction of
real property in Sarasota County, Florida, (c) the payoff amount
at the closing of any sale, and (d) if applicable, the amount of
its post-auction secured and unsecured claims.

The Court ruled that Orange Hammock's maximum credit bid at
the auction of real property in Sarasota County, Florida is
$13,907,151 -- subject to reconsideration of Orange Hammock's
attorneys' fees at the continued evidentiary hearing scheduled for
Feb. 20, 2014, at 2:15 p.m.

Objections from the Debtor, Wauchula State Bank, Texas 1845, LLC,
and the Acting U.S. Trustee are overruled in part.  All matters
raised in the objections that were not withdrawn or not related to
the reasonableness of Orange Hammock's attorneys' fees are
overruled.

All matters raised in the objections related to the reasonableness
of Orange Hammock's attorneys' fees will be addressed at the
continued hearing.

As reported in the Troubled Company Reporter on Jan. 17, 2014, the
Court approved an amended motion for authority to sell property of
the estate through a public auction.  The Court directed the
Debtor to conduct an auction of the property at 5771 acres located
in North Port, Florida, Sarasota County, on Feb. 13, 2014.

The Debtor said the sale of the property would (i) satisfy secured
claims held by Orange Hammock Ranch, LLC, and Wauchula State Bank
against the property; and (ii) generate cash with which to fund a
plan of reorganization.  The auction will be conducted live from
the property.  South Florida Sod has sought and obtained
authorization from the Bankruptcy Court to employ National Auction
Group, Inc., as auctioneer and real estate broker to sell the
property.

                      About South Florida Sod

South Florida Sod Inc., a sod farmer, owns multiple parcels of
rural real estate in Florida, Georgia, Michigan and Montana.  The
Debtor uses these parcels in its sod, hay, cattle, timber,
stumping and hunting operations.

The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 13-08466) on July 9, 2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Latham Shuker Eden & Beaudine, LLP, originally represented the
Debtor as counsel.  Latham Shuker was later replaced by Frank M.
Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.  Jonathan
Stidham, Esq., at Stidham & Stidham, P.A., serves as special
counsel to the Debtor.

South Florida Sod also tapped Daniel Dempsey as its financial
advisor.  Wallace T. Long, Jr., CPA and Lynch, Johnson & Long,
CPA, serve as accountants.

Orange Hammock Ranch, LLC, the principal secured creditor, is
represented by Brian A. McDowell, Esq., at Holland & Knight LLP.


SPIRIT AEROSYSTEMS: Moody's Puts Ratings on Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed the ratings of Spirit
Aerosystems, Inc., including its Ba1 senior secured and Ba3 senior
unsecured debt ratings, under review for possible downgrade.  The
review follows the company's reporting of significantly weaker
operating and financial performance than expected, as partially
reflected in new forward loss charges totaling $546 million and
which bring cumulative charges to almost $2 billion spread across
multiple programs over the past two-plus years. The review will
consider the company's ability to realize and sustain a less
volatile and stronger forward earnings and cash flow profile than
has been evidenced over the recent past, and the degree to which a
lower cost operating position can be achieved and maintained as
production rates increase across the multitude of new aircraft
model programs for which Spirit remains a key supplier. Although
it appears to be reasonably well assured over the near term, the
review will also consider the extent to which Spirit can sustain
adequate liquidity as it effects targeted operating performance
improvements over the interim period.

The following summarizes Moody's ratings and the rating actions
for Spirit Aerosystems, Inc.:

  Corporate Family Rating, under review for downgrade from Ba2

  Probability of Default Rating, under review for downgrade from
  Ba2-PD

  $650 million senior secured revolver due 2017, under review for
  downgrade from Ba1, LGD3, 33%

  $550 million senior secured term loan due 2019, under review
  for downgrade from Ba1, LGD3, 33%

  $300 million senior notes due 2017, under review for downgrade
  from Ba3, LGD5, 81%

  $300 million senior notes due 2020, under review for downgrade
  from Ba3, LGD5, 81%

  Speculative Grade Liquidity Rating, SGL-3

The principal methodology used in this rating was the Global
Aerospace and Defense published in June 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Spirit AeroSystems, Inc., headquartered in Wichita, Kansas, is an
independent non-OEM designer and Tier-1 manufacturer of commercial
aircraft aerostructures. Components include fuselages, pylons,
struts, nacelles, thrust reversers, and wing assemblies, primarily
for Boeing but also for Airbus, Gulfstream and others. Revenues
were about $6 billion for 2013.


STEF LLC: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: STEF, LLC
        3108 Eton Road
        Raleigh, NC 27608

Case No.: 14-00703

Chapter 11 Petition Date: February 5, 2014

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Raleigh Division)

Judge: Hon. Stephani W. Humrickhouse

Debtor's Counsel: William P Janvier, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: 919 582-2323
                  Fax: 866 809-2379
                  Email: bill@janvierlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Robert Abee, member/manager.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/nceb14-703.pdf


STOCKTON, CA: Agrees to Be Sued Over Treatment of Animals
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Stockton, California, agreed to defend a lawsuit in
state court designed to compel compliance with a California law
intended to forestall unnecessary euthanasia of abandoned animals.

According to the report, the Animal Legal Defense Fund persuaded
the city to consent to modification of the bar against suits
outside bankruptcy court. Under authorization granted by the
bankruptcy judge, the fund can initiate a suit in state court to
enforce California's Hayden Act requiring better treatment of
abandoned animals.

The fund agreed it will seek no monetary recovery from Stockton,
just enforcement of the Hayden Act, the report related.

Stockton's creditors are voting on the city's plan in advance of a
confirmation hearing to begin March 5 for approval of the debt
restructuring, the report added.  The plan would pay municipal
pensions in full, while other creditors would have smaller
recoveries. The plan is based partly on a sales tax increase.

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


SURTRONICS INC: Has Until April 7 to Decide on Lease
----------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina has extended, at the behest
of Surtronics, Inc., the deadline for the Debtor to assume or
reject an unexpired lease of nonresidential real property until
April 7, 2014, or until the date of the entry of an order
confirming a plan.

As reported by the Troubled Company Reporter on Jan. 6, 2014,
creditor Smith & Wade objected to the extension.

Smith & Wade, a North Carolina general partnership which owns
certain real property known as 4001 Beryl Drive, 4025 Beryl Drive,
and 508 Method Road, Raleigh, Wake County, North Carolina, entered
into a lease agreement with the Debtor on Oct. 1, 2003, pursuant
to which Smith & Wade, as landlord, leased the Property to the
Debtor as tenant.  Smith & Wade and the Debtor executed a series
of lease addenda, the latest of which was executed on Sept. 6,
2013.  The Debtor currently is, and has been, leasing the Property
as its primary production facility and corporate office.  The
Lease is therefore a lease of nonresidential real property
governed by 11 U.S.C. Section 365(d)(4), Gregory B. Crampton,
Esq., at Nicholls & Crampton, P.A., the attorney for Smith & Wade,
said.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr
Riggs & Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.

The Bankruptcy Administrator has been unable to organize and
recommend to the Bankruptcy Court the appointment of a committee
of creditors holding unsecured claims against Surtronics Inc.


SWA BASELINE: Section 341(a) Meeting Scheduled for March 13
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of SWA Baseline,
LLC, will be held on March 13, 2014, at 3:30 p.m. at U.S. Trustee
Meeting Room, James A. Walsh Court, 38 S Scott Ave, St 140,
Tucson, AZ.

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.

SWA Baseline, LLC, filed a Chapter 11 bankruptcy petition
(D.Ariz. Case No. 14-01418) on Feb. 5, 2014.  Andrew J. Briefer
signed the petition as designated representative.  On the petition
date, the Debtor disclosed total assets of $17.95 million and
total liabilities of $16.8 million.  Patrick A Clisham, Esq., at
ENGELMAN BERGER PC, in Phoenix, AZ, serves as the Debtor's
counsel.  The Hon. Brenda Moody Whinery oversees the case.


SWA BASELINE: Case Summary & 10 Unsecured Creditors
---------------------------------------------------
Debtor: SWA Baseline, LLC
        5995 E. Grant Road, Suite 111
        Tucson, AZ 85712

Case No.: 14-01418

Chapter 11 Petition Date: February 5, 2014

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: Patrick A Clisham, Esq.
                  ENGELMAN BERGER PC
                  3636 N Central Ave #700
                  Phoenix, AZ 85012
                  Tel: 602-271-9090
                  Fax: 602-222-4999
                  Email: pac@eblawyers.com

Total Assets: $17.95 million

Total Liabilities: $16.80 million

A copy of the Schedules of Assets and Liabilities is available for
free at http://bankrupt.com/misc/SWA_Schedules.pdf

The petition was signed by Andrew J. Briefer, designated
representative.

List of Debtor's 10 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
EyeSite Surveillance Inc.          Services and        $9,101
                                   equipment

Arizona Turf Masters LLC           Trade debt          $7,339

Greg Carlson Engineering LLC       Engineering fees    $7,220

Salt River Project                 Utilities           $6,396

David S. Cutler CPA PC             Accounting fees     $2,630

Arizona Commercial Signs, Inc.     Trade Debt          $2,428

Gallagher & Kennedy                Legal fees          $2,338

Peritus Commerical Finance LLC     Consulting fees     $2,106

Century Link                       Telephone services    $500

Rusing Lopez & Lizardi, PLLC       Legal fees         Unknown


T AND S RESTAURANTS: Case Summary & 5 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: T and S Restaurants
           dba Subways of Cody, Wyoming
        13 Stone Sheep Circle
        Powell, WY 83435

Case No.: 14-20068

Chapter 11 Petition Date: February 5, 2014

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

Judge: Hon. Peter J. McNiff

Debtor's Counsel: Ken McCartney, Esq.
                  THE LAW OFFICES OF KEN MCCARTNEY, P.C.
                  P.O. Box 1364
                  Cheyenne, WY 82003
                  Tel: 307-635-0555
                  Fax: 307-635-0585
                  Email: bnkrpcyrep@aol.com

Total Assets: $50,085

Total Liabilities: $1.41 million

The petition was signed by Jay Torgerson, managing general
partner.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/wyb14-20068.pdf


TASC INC: Moody's Cuts Corp. Family Rating to B3; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service has lowered ratings of TASC, Inc.,
including the Corporate Family Rating to B3 from B2. The rating
outlook is stable. Year-over-year revenue declines that quickened
across 2013, against elevated credit metrics and a pressured U.S.
fiscal setting drove the downgrade.

Ratings:

Corporate Family, to B3 from B2

Probability of Default, to B3-PD from B2-PD

$80 million first lien revolver due 2015, to B2, LGD3, 42% from
B1, LGD3, 37%

$641 million first lien term loan due 2015, to B2, LGD3, 42% from
B1, LGD3, 37%

Rating Outlook, Stable

Ratings Rationale

The B3 Corporate Family Rating reflects credit metrics on par with
the rating despite significant debt reduction since 2009 and
considers year-over-year revenue declines that gained momentum
across 2013. On a Moody's adjusted basis, debt to EBITDA was still
over 6x (6.4x at Q3-2013), despite debt reduction of $184 million
since Q4-2009. Based on the Q3-2013 revenue run rate, Moody's
estimates that TASC's revenues likely declined by more than 20%
year-over-year during the second half of 2013, a sharp drop when
compared to other federal services contractors. Effective working
capital management and cost actions undertaken nonetheless
permitted the company to, once again, prepay a meaningful amount
of (mezzanine) debt across the fiscal year. But if the revenue
contraction does not stabilize, leverage could still quickly
escalate. The company's funded backlog to revenue ratio is low -
not uncommon for a services contractor but a characteristic that
highlights potential for further performance volatility if the
revenue trend does not stabilize. The CFR also recognizes that
headroom under the bank facility's maximum leverage covenant test
could as well diminish near-term without better revenue traction.

The rating outlook is stable. Following the company's CEO change
of November 2013, cost actions were undertaken that should reduce
the indirect labor billing rates that TASC charges its government
customers. Enhanced price competitiveness should follow and may
help the company grow backlog. Budget levels remain pressured but
President Obama's signing of an omnibus federal spending measure
in January 2014 alleviated the sequestration budgetary caps near
term and should provide a more fluid near-term procurement
environment for services contractors than would have otherwise
have been the case. The development could prove to be fortuitous
if TASC in turn secures significant task orders. "We consider the
company's liquidity profile to be adequate and, while credit
metrics are not strong, they have not weakened to levels
unsupportive of the rating. The company remains focused on
reducing its debt with its free cash flow. In fact, the variable
cost services business model and repayment of much high coupon
mezzanine debt since 2009 helps interest coverage measures and
raises the potential for EBITDA flow through to free cash flow.
Market share was likely lost in 2013, but the company's long-
standing reputation within the U.S. intelligence community and its
highly qualified and cleared direct labor force should still help
the renewed marketing effort," Moody's said.

Upward rating momentum would depend on expectation of debt/EBITDA
descending to and being sustained below 6x, with free cash flow to
debt in the high single digit percentage range and an adequate
liquidity profile. Downward rating pressure would follow
continuation of material revenue declines, weakened liquidity,
debt/EBITDA above 7x or low free cash flow generation.

The principal methodology used in this rating was the Global
Aerospace and Defense published in June 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

TASC, Inc. provides advanced systems engineering and integration
services to U.S. Government intelligence agencies, Department of
Defense and various civil agencies. The existing company is a
former unit of Northrop Grumman Corporation's advisory services
segment and was acquired for $1.65 billion in a leveraged
transaction by affiliates of General Atlantic and Kohlberg Kravis
Roberts in late 2009. Revenues over the twelve months ended
September 30, 2013 were $1.4 billion.


TARGUS GROUP: Moody's Cuts CFR & $185MM Sr. Loan Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service downgraded Targus Group International,
Inc.'s Corporate Family Rating ("CFR") to Caa1 from B2 and
Probability of Default Rating to Caa1-PD from B2-PD. Concurrently,
Moody's downgraded the rating on the $185 million senior secured
term loan to Caa1 from B2. The rating outlook remains stable.

The downgrade reflects the possibility of a debt restructuring in
light of the company's high leverage and approaching 2016
maturities, unless Targus achieves very strong near term earnings
growth by turning around its operating performance. Leverage
increased to high-6 times (based on Moody's-adjusted metrics,
including HoldCo PIK notes) as of FYE September 2013, as a result
of a significant decline in EBITDA and higher debt levels. Moody's
expects that the company's operations and liquidity will continue
to be challenged by low-single-digit declines in its core laptop
case and accessory market, driven by the secular replacement of
laptops with tablets. Targus has a much smaller presence
(approximately a quarter of FY 2013 revenue) and weaker position
in the growing but more competitive and dynamic market for tablet
and smart phone cases. Moreover, the company's limited financial
flexibility will likely constrain its ability to compete
effectively in a market driven by rapid technological change.
Given the challenges of the business, Moody's believes that
refinancing on economical terms would require the company to bring
down leverage significantly from current levels over the next 12-
18 months. The company's expectations are for a leverage reduction
of about 1.5 times over the next twelve months driven by EBITDA
growth from product initiatives, higher product margins and
operating cost reductions and higher free cash flow for debt
repayment from supply chain initiatives. While Moody's expects
earnings to improve in 2014, the PIK debt accretion will offset
some of the earnings improvement. In Moody's view, the HoldCo
lenders will bear the brunt of a potential impairment if a debt
restructuring scenario were to materialize.

Rating actions:

Issuer: Targus Group International, Inc.

Corporate Family Rating, downgraded to Caa1 from B2

Probability of Default Rating, downgraded to Caa1-PD from B2-PD

$185 million senior secured term loan due 2016, downgraded to Caa1
(LGD4, 51%) from B2 (LGD3, 46%)


TECHOS CARIBE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Techos Caribe Inc.
        PO Box 69001, Suite 380
        Hatillo, PR 00659

Case No.: 14-00843

Chapter 11 Petition Date: February 6, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Enrique S. Lamoutte Inclan

Debtor's Counsel: Alexi Fuentes Hernandez, Esq.
                  FUENTES LAW OFFICES, LLC
                  PO Box 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 722-5216
                  Fax: (787) 722-5206
                  Email: alex@fuentes-law.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jose I. Rodriquez Colon, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-843.pdf


THREE FORKS: Files Amendment to Q3 2013 Report
----------------------------------------------
Three Forks, Inc., filed with the U.S. Securities and Exchange
Commission an amendment to Form 10-Q for the quarter ended Sept.
30, 2013.  A copy of the document is available at
http://is.gd/6JYd0I

The Company reported a net loss of $215,592 on $629,762 of total
revenues for the three months ended Sept. 30, 2013, compared with
a net loss of $283,524 on $102,537 of total revenues for the same
period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed
$7.66 million in total assets, $4.85 million in total liabilities,
and stockholders' equity of $2.81 million.

For the period ended Sept. 30, 2013, the Company has reported an
accumulated deficit of $2.1 million.  At Sept. 30, 2013, the
Company has current assets of $2.47 million, including cash and
cash equivalents of $2.03 million and current liabilities of $4.56
million but has sold its major proved oil and gas property.  To
the extent the Company's operations are not sufficient to fund the
Company's capital and current growth requirements the Company will
attempt to raise capital through the sale of additional shares of
stock.  At the present time, the Company cannot provide assurance
that it will be able to raise funds through the further issuance
of equity in the Company.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern,
according to the Company's regulatory filing.

Three Forks, Inc., based in Broomfield, Colorado, is engaged in
the acquisition, exploration, development, and production of oil
and gas properties.  The Company currently has oil and gas
projects in Texas, Oklahoma, and Louisiana.


THUNDERVISION LLC: Ch.7 Trustee May Recoup $63,863 From RW Smith
----------------------------------------------------------------
Louisiana Bankruptcy Judge Elizabeth W. Magner ruled that RW Smith
Publishing LLC and Roger Wayne Smith are liable severally and in
solido to Thundervision LLC in the amount of $63,863, plus federal
judicial interest from the date of demand, for breach of fiduciary
duty and the Louisiana Unfair Trade Practices and Consumer
Protection Law.  Mr. Smith and RW Smith are also liable severally
and in solido for attorneys' fees in the amount of $25,545.  They
are also liable for reasonable costs.  The Court will set a
deadline for Thundervision's Chapter 7 Trustee to file an itemized
list of costs as well as a deadline for Mr. Smith and RW Smith to
file any objections.  The case is, DAVID V. ADLER, Trustee,
Plaintiff, v. ROGER WAYNE SMITH, ET AL, Defendants,  Section A,
Adversary No. 12-1058 (Bankr. E.D. La.).   A copy of the Court's
Feb. 5, 2014 Memorandum Opinion is available at
http://is.gd/DwrR0Ufrom Leagle.com.

Thundervision LLC filed for Chapter 11 bankruptcy (Bankr. E.D. La.
Case No. 09-11145) on April 21, 2009.  Thundervision's primary
business was the publication of Louisiana Homes and Gardens
magazine.  It maintained the website ourhouse.biz, which published
content from and offered subscriptions to LH&G.  Roger Wayne Smith
and Dale C. Higgins are the managing members and equal owners of
Thundervision.

Thundervision employed Stewart Peck, Christopher Caplinger, and
the firm of Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as its
bankruptcy attorneys.

On April 5, 2010, the Court approved Thundervision's Amended
Disclosure Statement.  Under Thundervision's Amended Plan of
Reorganization, Higgins and Smith continued to manage
Thundervision for the same salaries, $36,000 and $78,000
respectively.

Confirmation of the Plan was contested and tried on June 29, 2010.
On June 30, 2010, the Court entered an Order confirming
Thundervision's Plan.  The Plan provided that administrative
claims were payable on the later of the effective date of the
Plan,10 when allowed, or due. Priority tax claims were payable in
quarterly installments. The Plan also provided for monthly
payments of $1,855 for five years to Hancock Bank on its secured
claim.  General unsecured claims were to receive quarterly
distributions over seven years equal to 50% of net income for the
first five years and increasing to 70% of net income for the last
two years.

After failing to obtain financing and defaulting under the Plan,
the case was converted to Chapter 7 on Sept. 29, 2011.  David
Adler was appointed chapter 7 trustee.  He hired Stewart Peck,
Christopher Caplinger, and the firm of Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, Thundervision's counsel, as special counsel.


TM REAL ESTATE: Failed to Pay Postpetition Interest, TD Bank Says
-----------------------------------------------------------------
TD Bank, N.A., successor by merger to Commerce Bank/North, has
notified the U.S. Bankruptcy Court for the Eastern District of New
York that T.M. Real Estate Holding LLC has failed to comply with
the order extending T.M. Real's time to file a plan of
reorganization or approving the debtor-in-possession or
replacement financing.

According to TD Bank, a payment in the amount of $76,486 --
representing 30 days of Lot 80 postpetition interest on the Lot 80
Judgment for the period Jan. 23, 2014, until Feb. 21 -- was not
received on or Jan. 22, 2014.  In this relation, TD Bank the
automatic stay under Section 362(a) of the Bankruptcy Code with
respect to Debtor TM will terminate without further action by, or
order of, the Bankruptcy Court.

On July 22, 2013, T.D. Bank filed a motion to (i) dismiss the
Debtor's Chapter 11 case, or in the alternative, to grant relief
from the automatic stay, or in the alternative, (ii) condition the
continuation of the automatic stay upon adequate protection of TD
Bank's interest in the property of the estate and designate the
Debtor as a single asset real estate entity in T.M. Real's case.

Pursuant to a Dec. 19 order, the Court conditioned the
continuation of the automatic stay with respect to Debtor TM upon
payments to be made by the Debtors' principals or a third party on
behalf of the Debtors:

   a) on Dec. 23, a payment to TD Bank in the amount of $76,486,
representing 30 days of Lot 80 Post-Petition Interest on the Lot
80 Judgment at the per diem rate of $2,549, covering the period of
Dec. 23, until Jan. 22, 2014.

   b) in the event that the parties have not otherwise resolved
the TD Bank claim against Lot 80 prior to Jan. 21, on Jan. 22, the
Debtors will be required to make a second payment to TD Bank in
the same amount and in the same manner, for the period Jan. 23,
until Feb. 21.

                 About Richmond Valley Plaza LLC and
                    TM Real Estate Holding LLC

Richmond Valley Plaza LLC, owner of shopping centers, filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44040) on
June 28, 2013, in Brooklyn, New York.  Yann Geron, Esq. and
Kathleen Aiello, Esq., at Fox Rothschild LLP, serve as counsel to
the Debtor.  Richmond Valley Plaza estimated up to $8,400,000 in
assets and up to $6,517,934 in liabilities.  Affiliates, A.E.T.
Realty Holding Corp., (Case No. 13-44043) and E.B. Realty Holding
Corp (Case No. 13-44047) sought Chapter 11 protections on the same
day.

TM Real Estate Holding LLC a/k/a T.M. Realty Holding Corp., filed
a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44046) on
June 28, 2013.  The Debtor scheduled assets of $10,900,000 and
liabilities of $10,497,264.  The petition was signed by John Noce,
manager.

The Debtors' cases are being jointly administered pursuant to an
order of the Court, dated Aug. 8, 2013.

Michael J. Venditto, Esq., at Reed Smith LLP, represents TD Bank.


TRANSGENOMIC INC: To Effect a 1-for-12 Reverse Stock Split
----------------------------------------------------------
At a special meeting of stockholders of Transgenomic, Inc., held
on Jan. 14, 2014, the stockholders of the Company approved the
authorization of the Board of Directors of the Company to, in its
discretion, amend the Company's Third Amended and Restated
Certificate of Incorporation to effect a reverse split of the
Company's common stock, par value $0.01, at a ratio of between
one-for-four to one-for-twenty-five, with that ratio to be
determined by the Board.

On Jan. 15, 2014, the Board determined to set the reverse stock
split ratio at one-for-twelve 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 5:00
p.m. Central Time on Jan. 27, 2014.

At the Effective Time, every twelve 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 receive a cash payment in lieu thereof.

After giving effect to the Reverse Stock Split, the Common Stock
and outstanding preferred stock, $0.01 par value per share, have
the same proportional voting rights and rights to dividends and
distributions and are identical in all other respects to the
rights of the Common Stock and Preferred Stock as of immediately
prior to the Effective Time , except for immaterial changes and
adjustments resulting from the treatment of fractional shares.

Wells Fargo Bank, N.A., 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. 28, 2014, the Common Stock will commence quoting on the
Over-the-Counter Bulletin Board on a reverse stock split-adjusted
basis.  The Common Stock will be reported for 20 business days
under the temporary ticker symbol "TBIOD," 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
"TBIO."  In connection with the Reverse Stock Split, the Company's
CUSIP number was changed to 89365K 305.

In addition, the Board has authorized adjustments to outstanding
warrants and awards under the Company's 2006 Equity Incentive Plan
to preserve the rights of the holders of such warrants and awards
following the Reverse Stock Split.

At the Special Meeting, the Company's stockholders approved
amendments to the 2006 Plan to (a) increase the number of shares
of Common Stock that may be issued under the 2006 Plan by
10,000,000 shares (prior to giving effect to the Reverse Stock
Split), and (b) provide for a corresponding increase in the limits
on the number of incentive stock options and awards other than
options or stock appreciation rights that may be granted under the
2006 Plan.

The amendments to the 2006 Plan had been previously approved by
the Board, subject to stockholder approval of the amendments to
the 2006 Plan and contingent upon stockholder approval of, and the
Board effectuating, the Reverse Stock Split.  The amendments to
the 2006 Plan became effective immediately upon the effectiveness
of the Reverse Stock Split and the number of shares of Common
Stock that may be issued under the 2006 Plan was increased by
833,333 shares of Common Stock.

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

Transgenomic incurred a net loss of $8.32 million in 2012, a net
loss of $9.78 million in 2011 and a net loss of $3.13 million in
2010.  The Company's balance sheet at Sept. 30, 2013, showed
$33.18 million in total assets, $17.78 million in total
liabilities and $15.39 million in total stockholders' equity.

As reported by the TCR on Feb. 13, 2013, Transgenomic entered into
a forbearance agreement with Dogwood Pharmaceuticals, Inc., a
wholly owned subsidiary of Forest Laboratories, Inc., and
successor-in-interest to PGxHealth, LLC, with an effective date of
Dec. 31, 2012.


TRI-STATE FINANCIAL: 8th Cir. Remands Fee Dispute to Bankr. Court
-----------------------------------------------------------------
Thomas Stalnaker, trustee of Tri-State Financial, LLC, doing
business as North Country Ethanol, and Centris Federal Credit
Union appeal the May 21, 2013 judgment of the bankruptcy court to
the extent it determined certain funds were not property of the
bankruptcy estate.  James G. Jandrain, Distefano Family Ltd.
Partnership, George Allison, Jr., Frank and Phyllis Cernik, Chris
and Amy Daniel, Timothy Jackes, George Kramer, and Bernie
Marquardt appeal the same judgment to the extent it awarded
Stalnaker certain fees and expenses and surcharged those fees and
expenses against the funds the bankruptcy court determined were
not property of the bankruptcy estate.

Stalnaker and Centris identify 15 issues presented on appeal.
Jandrain, et al., identify an additional 15 issues presented on
appeal and identify three issues presented on cross-appeal.  The
issues may all be boiled down to two: (1) whether the bankruptcy
court erred in concluding $1,190,000 in funds was not property of
the bankruptcy estate; and (2) whether the bankruptcy court erred
in surcharging Stalnaker's attorney fees, costs, and expenses
against the $1,190,000.

In their post-trial brief, Stalnaker and Centris argued, inter
alia, "[Tri-State Financial] is judicially estopped from having
any intent or position imputed upon it other than the
[$1,190,000.00] belong[s] to [Tri-State Financial]."

Stalnaker and Centris also argued a "sweeping release" executed in
August 2006 by all but two members of the Omaha Group -- Jandrain
and Radio Engineering Industries, Inc. -- " includes any claimed
obligation of [Tri-State Financial] to turn over the
[$1,190,000.00] to [those parties.]"  Finally, Stalnaker and
Centris argued the Omaha Group "should be estopped from asserting
ownership to the [$1,190,000.00]."

Both the bankruptcy court's Feb. 13, 2013 order and its May 21,
2013 order are silent with respect to these arguments.

According to the U.S. Court of Appeals for the Eighth Circuit, "We
could, perhaps, interpret the bankruptcy court's silence as an
implicit rejection of Stalnaker and Centris's arguments and render
an opinion on that basis.  However, we believe the better course
is to afford the bankruptcy court an opportunity to consider those
arguments, if it did not in fact do so, and explain its reasoning
for accepting or rejecting them."

In a Feb. 5, 2014 decision available at http://is.gd/JI5W2Efrom
Leagle.com, the Eighth Circuit reversed and remanded the matter
for further proceedings consistent with its opinion.

The cases before the Eighth Circuit are:

Thomas D. Stalnaker, Trustee, Plaintiff-Appellant
v.
George Allison; Frank Cernik; Phyllis Cernik; Chris Daniel; Amy
Daniel; Distefano Family LTD Partnership; Mark E. Ehrhart; Robert
G. Griffin; John Hoich; Denise Hoich; James G. Jandrain; American
Interstate Bank; George Kramer; Bernie Marquardt; Radio
Engineering Industries, Inc.; Joseph Vacanti, Trustee of The
Joseph and Cynthia Vacanti Trust;, Defendants-Appellees Centris
Federal Credit Union, Defendant-Appellant
Centris Federal Credit Union Counterclaim and Cross-Claim
Plaintiff-Appellant
v.
Thomas D. Stalnaker Counterclaim Defendant-Appellant and
George Allison; Frank Cernik; Phyllis Cernik; Chris Daniel; Amy
Daniel; Distefano Family LTD Partnership; Mark E. Ehrhart; Robert
G. Griffin; John Hoich; Denise Hoich; James G. Jandrain; American
Interstate Bank; Timothy Jackes; George Kramer; Bernie Marquardt;
Radio Engineering Industries, Inc.; Joseph Vacanti, Trustee of The
Joseph and Cynthia Vacanti Trust Cross-Claim Defendants-Appellees
In re: Tri-State Financial, LLC, doing business as North Country
Ethanol Debtor
Thomas D. Stalnaker, Trustee, Plaintiff-Appellee
v.
George Allison; Frank Cernik; Phyllis Cernik; Chris Daniel; Amy
Daniel; Distefano Family LTD Partnership, Defendants-Appellants
Mark E. Ehrhart; Robert G. Griffin; John Hoich; Denise Hoich,
Defendants
James G. Jandrain; George Kramer; Bernie Marquardt, Defendants-
Appellants
Radio Engineering Industries, Inc.; Joseph Vacanti, Trustee of The
Joseph and Cynthia Vacanti Trust; American Interstate Bank,
Defendants
Centris Federal Credit Union, Defendant-Appellee
Centris Federal Credit Union Counterclaim and Cross-Claim
Plaintiff-Appellee
v.
Thomas D. Stalnaker Counterclaim Defendant-Appellee
George Allison; Frank Cernik; Phyllis Cernik; Chris Daniel; Amy
Daniel; Distefano Family LTD Partnership Cross-Claim Defendants-
Appellants
Mark E. Ehrhart; Robert G. Griffin; John Hoich; Denise Hoich
Cross-Claim Defendants
James G. Jandrain Cross-Claim Defendant-Appellant
American Interstate Bank Cross-Claim Defendant
Timothy Jackes; George Kramer; Bernie Marquardt Cross-Claim
Defendants-Appellants
Radio Engineering Industries, Inc.; Joseph Vacanti, Trustee of The
Joseph and Cynthia Vacanti Trust Cross-Claim Defendants
Nos. 13-6030, 13-6036.

                     About Tri-State Financial

Tri-State Financial LLC, owner of the North Country Ethanol plant
near Rosholt, South Dakota, filed a Chapter 11 petition (Bankr. D.
Neb. Case No. 08-83016) on Nov. 21, 2008, in Omaha, Nebraska.  The
company listed assets of $35 million and debt totaling $27
million.  Centris Federal Credit Union holds a secured claim
aggregating $19.6 million.  The Chapter 11 case was filed four
days after Centris launched a foreclosure action against Tri-
State.  The bankruptcy case was later converted to a Chapter 7
liquidation and Thomas D. Stalnaker as named Chapter 7 trustee.


TSU YUE WANG: SDNY Court Won't Dismiss "Wu" FLSA Suit
-----------------------------------------------------
SHU LUN WU and FOONG OI WONG, Plaintiffs, v. MAY KWAN SI, INC.
d/b/a OLLIE'S NOODLE SHOP & GRILLE, TSU Y. WANG, RONG LIN ZHU, and
HANG CHENG CHEN, Defendants, No. 10 Civ. 5380 (SAS) (S.D.N.Y.,
July 14, 2010), seeks damages for alleged violations of the Fair
Labor Standards Act, New York Labor Law, and New York City labor
regulations. At that time, defendant Tsu Yue Wang was a debtor in
the U.S. Bankruptcy Court for the Southern District of New York.

Wang seeks dismissal of the claims brought against him. He argues
that plaintiffs' claims were discharged pursuant to his confirmed
chapter 11 plan of reorganization.  Plaintiffs argue that their
claims were not discharged because they did not have notice of the
bankruptcy and move for sanctions against Wang's counsel under
Federal Rule of Civil Procedure 11 for violating professional
obligations.

In a Feb. 4 Opinion and Order available at http://is.gd/prnFRO
from Leagle.com, District Judge Shira A. Scheindlin ruled that
Wang's motion to dismiss is denied without prejudice, and
plaintiffs' motion for sanctions is denied.  A status conference
is scheduled in this case on Feb. 20, 2014, at 4:30 p.m.

Wang filed his bankruptcy petition (Bankr. S.D.N.Y. Case No.
10-11478) on March 22, 2010.  His case was assigned to Bankruptcy
Judge Martin Glenn.

Wang's disclosure statement was approved in January 2012, and his
chapter 11 plan of reorganization was confirmed on Feb. 29, 2012.

Neither the disclosure statement nor the plan of reorganization
were served on plaintiffs.

Vincent S. Wong, Esq., in New York, New York, represents the
Plaintiffs.

Joseph M. Labuda, Esq., at Milman Labuda Law Group, PLLC, in Lake
Success, New York, argues for Tsu Yue Wang.


TUSCANY INTERNATIONAL: Meeting to Form Creditors' Panel on Feb. 19
------------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on February 19, 2014, at 10:30 a.m.
in the bankruptcy case of Tuscany International Holdings (U.S.A.)
Ltd.  The meeting will be held at:

         The DoubleTree Hotel
         700 King St., Salon C
         Wilmington, DE 19801

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

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

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

                    About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany USA said it also intends to commence ancillary proceedings
in the Court of Queen's Bench of Alberta under the Companies'
Creditors Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Attorneys at Latham Watkins LLP and Young Conaway Stargatt &
Taylor LLP serve as the Debtors' co-counsel.  FTI Consulting
Canada, Inc.'s Deryck Helkaa is the chief restructuring officer.
Prime Clerk LLC is the claims and notice agent.  McCarthy Tetrautt
LLP is the special Canadian counsel.  Deloitte & Touche LLP is
providing tax professionals.


TXU CORP: 2014 Bank Debt Trades at 31% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 69.08 cents-on-the-
dollar during the week ended Friday, February 7, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 1.09
percentage points from the previous week, The Journal relates.
TXU Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


TXU CORP: 2017 Bank Debt Trades at 32% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 68.71 cents-on-the-
dollar during the week ended Friday, February 7, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.68
percentage points from the previous week, The Journal relates. TXU
Corp. pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


VILLAGE AT NIPOMO: May Continue Cash Collateral Use Until Feb. 28
-----------------------------------------------------------------
The Hon. Alan M. Ahart of the U.S. Bankruptcy Court for the
Central District of California has approved the stipulation
between The Village at Nipomo, LLC, and Coastline RE
Holdings Corp., extending the Debtor's cash collateral use until
Feb. 28, 2014.

The Debtor can use Coastline's cash collateral solely for the
purpose of funding ordinary and necessary costs of operating and
maintaining the Debtor's real property.

The Debtor will make adequate protection payments to Coastline in
the amount of $47,115.90 per month, each month's payment due and
payable on the first business day of the month.  Any adequate
protection payment for the month of January 2014 and any
subsequent month that begins before entry of the Jan. 10, 2014
court order will be due and payable no later than the third
business day after entry of the order.

As adequate protection of Coastline's interests in connection with
the Debtor's use of the cash collateral, the Debtor will grant
Coastline replacement liens in all categories of assets of the
Debtor's estate in which Coastline holds valid and perfected
prepetition liens of the same kind and type.

                   About Village at Nipomo

The Village at Nipomo, LLC, operator of a shopping center in Tefft
and Mary Streets, in Nipomo, California, sought Chapter 11
protection (Bankr. C.D. Cal. Case No. 13-13593) on May 28, 2013.

The company sought bankruptcy protection following efforts by
Pacific Western Bank to appoint a receiver for the Debtor's
commercial shopping center known as "The Village at Nipomo".

VAN LLC was formed by Edwin F. Moore, who is currently a member of
the Debtor, holding a 25 percent interest in the company.  Edwin
Moore and Carolyn W. Moore earlier filed a separate Chapter 11
petition (Case No. 12-15817).  The Debtor disclosed $11,802,970 in
assets and $9,645,558 in liabilities as of the Chapter 11 filing.
The Debtor is represented by Illyssa I. Fogel, Esq., at Illyssa I.
Fogel & Associates.


VERIDIEN CORP: SEC Revokes Registration of Securities
-----------------------------------------------------
The U.S. Securities and Exchange Commission revoked the
registration of each class of securities of Veridien Corporation
registered pursuant to Section 12 of the Exchange Act of 1934.
The Company has failed to comply with Exchange Act Section 13(a)
and Rules 13a-1 and 13a-13 thereunder because it has not filed any
periodic reports with the Commission since the period ended
Sept. 30, 2008.

                       About Veridien Corp.

Headquartered in Largo, Fla., Veridien Corporation (OTC BB: VRDE)
-- http://www.veridien.com/-- engages in the development,
manufacture, distribution, and sale of disinfectants, antiseptics,
and sterilants that are non-toxic and decompose into harmless
naturally occurring organic molecules.  It primarily offers a hard
surface disinfectant/cleaner, which is a tuberculocide,
bactericide, virucide, and fungicide; and antiseptic hand
sanitizer to sanitize hands or for antiseptic cleansing of hands
under the VIRAGUARD brand name.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $1,345,141 in total current assets
available to pay $2,912,948 in total current liabilities.

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Veridien Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's recurring losses from operations, negative cash flow
from operations and accumulated deficit.


WALTER ENERGY: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc.
is a borrower traded in the secondary market at 96.29 cents-on-
the-dollar during the week ended Friday, February 7, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease
of 0.71 percentage points from the previous week, The Journal
relates.  Walter Energy Inc. pays 575 basis points above LIBOR to
borrow under the facility. The bank loan matures on March 14, 2018
and carries Moody's B3 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Walter Energy, Inc. is a metallurgical coal producer with
additional operations in metallurgical coke, steam and industrial
coal, and natural gas. Headquartered in Birmingham, Alabama, the
company generated $2 billion in revenue for the twelve months
ended June 30, 2013.


WAYNE COUNTY, MI: Fitch Maintains BB- Rating on $195MM LTGO Bonds
-----------------------------------------------------------------
Fitch Ratings maintains the Negative Rating Watch for the
following Wayne County, Michigan bond ratings:

-- $195.5 million limited tax general obligation (LTGO) bonds
   issued by Wayne County currently rated 'BB-';

-- $58.2 million building authority (stadium) refunding bonds,
   series 2012 (Wayne County limited tax general obligation)
   issued by Detroit/Wayne County Stadium Authority currently
   rated 'BB-';

-- $210.6 million building authority bonds issued by Wayne County
   Building Authority currently rated 'BB-';

-- Wayne County unlimited tax general obligation (ULTGO) (implied)
   currently rated 'BB'.

The Negative Rating Watch is maintained.

Security

Limited tax general obligation bonds issued by the county carry
the county's general obligation ad valorem tax pledge, subject to
applicable charter, statutory and constitutional limitations.

Stadium authority and building authority bonds are secured by
lease payments from the county to the respective authority.  The
obligation to make the rental payments is not subject to
appropriation, setoff or abatement for any cause, and carries the
county's limited tax general obligation pledge.

KEY RATING DRIVERS

RAPID FINANCIAL DETERIORATION: The speculative grade ratings stem
from the county's considerably narrowed liquidity position, the
deepening of the general fund accumulated deficit and Fitch's
concern regarding the limited options for elimination of the
negative position.

NEAR-TERM LIQUIDITY CHALLENGES; MARKET ACCESS UNCERTAINTY: The
Negative Watch reflects the county's highly illiquid general fund,
dependent upon both inter-fund and external short-term borrowing
for cash flow.  The county anticipates issuing $100 million in tax
anticipation notes (TANs) in the spring to meet day-to-day cash
flow requirements.  Inability to access the market in an
economically feasible manner, given the recent uncertainty in the
market for Michigan issuers, could negatively affect liquidity and
would likely result in a downgrade.

STRESSED ECONOMY SLOW TO RECOVER: The weak local area economy is
reflected in elevated unemployment rates, population loss, and
below-average income levels.  The tax base suffered significant
declines during the last recession but the rate of decline has
recently slowed.

REVENUE INFLEXIBILITY LIMITS OPTIONS: Steep tax base declines over
the course of the recession caused property tax receipts to
plummet 25% between fiscals 2008 and 2013.  Strict tax rate limits
and statutorily imposed controls on growth in assessments will
constrain revenue recovery even as housing values increase.

LIMITED EXPENDITURE FLEXIBILITY: Deep across-the-board spending
cuts have not been sufficient to restore structural balance.
Carrying costs for debt, pension and other post-employment
benefits (OPEB) are currently moderate but expected to rise
sharply in the near term, further pressuring operations.

LEASES CARRY GO PLEDGE: The parity ratings on stadium authority
and Building Authority bonds reflect the fact that county lease
rental payments are not subject to abatement or appropriation and
carry the county's limited tax general obligation pledge.

Rating Sensitivities

INABILITY TO ACCESS MARKET FOR CASH FLOW: Inability to access the
market in an economically feasible manner for cash flow borrowing
would severely constrain the county's liquidity position and would
trigger a downgrade.

FURTHER DETERIORATION OF LIQUIDITY: Deterioration of the county's
already precarious liquidity position would likely result in a
downgrade.

FAILURE TO REDUCE DEFICIT: Fitch believes the county remains
severely challenged to stem the decline in its financial position
and show material improvement in the near term.  Lack of
significant progress toward accumulated deficit reduction within
the current fiscal year, as evidenced by improvement in its
liquidity position and unrestricted general fund balance/deficit,
would place negative pressure on the rating.

CREDIT PROFILE

Near-Term Liquidity Pressure

Stressed financial operations have led to sharp declines in
liquidity.  The county relies upon a pooled cash model,
supplemented by external cash flow borrowing to meet its day-to-
day cash flow needs.  Cash flow projections show these measures
will not be sufficient to provide adequate liquidity going
forward, leading to higher projected amounts of external
borrowing.

Careful management of pooled cash resources allowed a delay in the
expected December TAN issuance.  The county now expects to issue
$100 million of TANs in March, prior to a low cash flow point
projected for June.

The expected transfer of the county's Mental Health Fund, which
contained $81 million unrestricted cash and investments at the
close of fiscal 2012, will decrease the amount of internal
borrowable resources.  The transfer of the fund from the county to
an independent authority took place on Oct. 1, 2013, although
management plans a phased withdrawal of the mental health cash
over the course of several years to blunt the impact on the
county's liquidity.

Large Fund-Deficit Positions

The August 2013 ratings downgrade reflected weaker than projected
financial performance.  The unrestricted accumulated deficit grew
in fiscal 2012 and is expected to deepen yet again in fiscal 2013,
despite significant expenditure cuts.  Fitch is concerned that the
even deeper cuts planned for fiscal 2014 may not be enough for
meaningful deficit reduction given other budgetary pressures.

The county's efforts to reduce its sizeable deficit fund balance
positions are hindered by persistent economic pressure and a
limited revenue environment.  The large -$145.9 million
unrestricted general fund balance (representing a very high -25.5%
of general fund spending) in fiscal 2012 is primarily the result
of steep revenue declines and overspending in funds outside of the
general fund.

The general fund recorded a $53.2 million net operating deficit
(after transfers) in fiscal 2012.  Approximately $30.4 million of
this was due to absorption of the equipment leasing fund deficit,
which was previously reserved for in the general fund.
Accordingly, the decline in unrestricted general fund balance was
more moderate at $20 million, although still a departure from
Fitch's expectation of overall deficit improvement.

The county's somewhat dated deficit elimination plan was filed
with the state several years ago and has not yet been approved.
The county is in the process of developing a new deficit
elimination plan later this fiscal year which would rely on
different revenue sources.

Audited fiscal 2013 results are not yet available, delayed just
one month to the end of February, which Fitch still considers
timely following the Sept. 30 fiscal year end.  County projections
show a $30 million general fund operating deficit (after
transfers), which could bring the cumulative deficit position to
roughly 30% of spending but may be slightly offset by transfers
from the delinquent tax revolving fund.  Fitch will continue to
monitor the county's efforts toward deficit elimination, as
measured by the unrestricted general fund balance/deficit.

The fiscal 2014 budget features a slight increase in spending and
forecasts balanced operations, including a $16 million
appropriation for deficit reduction.  Fitch notes that final
audited results have materially deviated from original budget
expectations in recent years.  Lack of significant progress toward
accumulated deficit reduction within the current fiscal year, as
evidenced by improvement in the county's liquidity position and
unrestricted general fund balance/deficit, would place negative
pressure on the rating.

Constrained Revenue-Raising Ability

The county's inflexible revenue structure exacerbates the budget
effects of its considerable expenditure pressures.  Assessed
valuation declines caused the general fund annual property tax
revenues to decline sharply from $383.5 million in fiscal 2008 to
$286.2 million in fiscal 2012.  Further declines are projected;
the county anticipates general fund property taxes of $266 million
in fiscal 2014, resulting in a cumulative 31% decline over the
last six years.

The county is levying at its maximum millage as limited by the
Headlee Amendment, and taxable values continue to drop.  Statutory
restrictions on growth in the levy and in assessments will
constrain future revenue growth, severely limiting the ability of
the county to benefit should housing values recover.

Other revenue-raising options are limited.  As a practical matter,
most significant revenue-raising efforts require voter or state
support. Management is exploring the idea of requesting voter
approval for an additional 1 or 2 mills.  The county is subject to
a requirement that a supermajority of the county commission
approve any ballot proposal to increase taxes; additionally, such
a proposal would require a 60% approval of the voters.  Fitch is
not optimistic given public statements by various county
commissioners citing insufficient political support for a millage
increase.

Expenditure Controls Insufficient to Restore Balance

County officials have taken substantive steps to curtail overall
spending but measures have not been sufficient to restore balance.
Major initiatives include negotiating, or imposing where able, 10%
compensation decreases for most employees and implementing health
care plan design changes for current employees and retirees,
reducing overall health care expenditures.

The county's expenditure framework, like revenues, suffers in part
from a lack of independent control.  The county is responsible for
funding certain departments with separately elected leadership.
Favorably, the county reached an agreement with one such
department, the circuit court.  The county now has greater control
over court spending which totaled approximately 7% of fiscal 2012
governmental fund expenditures.  The fiscal 2014 budget imposes an
additional deep 20% across the board departmental spending cut.
Fitch remains concerned that these steps, while significant, may
not be sufficient to counteract the spending pressures and allow
for elimination of the deficit.

The county faces a variety of legal actions stemming from its cost
cutting measures.  Management is confident it will be allowed to
maintain the changes; however, the litigation introduces
vulnerability to the substantial cost savings generated thus far.

Economy Shows Persistent Stress

The Detroit area economy remains pressured after severe weakening
during the recent recession.  Socioeconomic indices for county
residents are below average overall, as the effect of impoverished
city residents outweighs that of the relatively wealthier suburban
residents.  Median household income was 84% of the state and 79%
of the nation.  The poverty rate of 22.7% is well above the state
and national averages of 15.7% and 14.3%, respectively.  Market
value per capita is also well below average at $48,000, reflecting
the weakened housing market.

The economy remains heavily dependent on the auto industry,
despite having lost thousands of manufacturing jobs over the past
decade.  Several auto manufacturers have announced plans to add
jobs within the county, although auto-related employment is not
expected to recover to pre-recession levels.  The county takes an
aggressive stance with economic development and reports success in
drawing in new high-tech and engineering jobs, particularly in the
'Aerotropolis,' which surrounds the airport.

The county unemployment rate remained above the state and U.S.
levels throughout the recession, but is showing signs of
improvement.  The seasonally unadjusted November 2013 rate of 9.3%
is lower than the 10.9% recorded in November 2012 and well below
the peak of 17.9% recorded in July 2009.  Total employment and the
labor force have both contracted severely over the last decade.
Recent trends are more favorable, showing employment expanded by
1.7%, outpacing slight contraction in the labor force growth of
0.1% over the past year.

Above-Average Debt Burden

The high debt burden of 7.0% is largely attributable to
considerable borrowing by overlapping governments, but
nevertheless presents a practical limitation on future debt
issuance flexibility.  The county's net direct debt is a modest
0.7% of market value.  Payout is average, with 62% of long-term
debt to be retired within 10 years.  Future new money borrowing
plans are uncertain, as plans for the jail construction are in
flux.

The county recently halted the jail project, for which it borrowed
$200 million in 2010, when cost projections rose from $300 million
to $390 million.  Management is evaluating its options for the
site, and recently signed a memorandum of understanding to sell it
to Rock Ventures for $50 million.  The county continues to study
the alternative of moving jail operations to a vacant state
facility which would require significant renovations.  Fitch will
continue to monitor developments and evaluate the potential impact
on operating and capital costs.

Rising Legacy Costs

The county maintains two single-employer pension plans, the
smaller of which is currently fully funded from state
contributions.  The larger plan reported a 45.9% funding ratio at
the end of FY2012 using the county's 7.75% return assumption, or
an estimated weak 42.4% funding ratio when adjusted by Fitch to
reflect a 7% discount rate.  The pension actuarial required
contribution (ARC) has more than tripled in recent years, from
$18.4 million in 2008 to $51.7 million in fiscal 2012.  The county
contributed less than the ARC in fiscals 2011 and 2012, relying
upon transfers from the pension fund's inflation equity reserve to
make up the difference.  This strategy resulted in technical
meeting of the ARC, but not an overall increase in pension assets.

The county currently funds its other post-employment benefits
(OPEB) on a pay-as-you-go basis.  The unfunded actuarially accrued
liability is large at $1.5 billion or 0.9% of market value.
County management has at times discussed the idea of issuing $600
million of OPEB funding bonds, but no firm plans are in place.

Carrying costs for debt service, pension ARC and OPEB pay-go are
currently moderate at 16.4% of governmental spending (net of
capital projects and mental health funds); however, Fitch expects
carrying costs to rise significantly in the near term, given the
trajectory of the pension ARC, and the county's recent history of
underfunding it.


WESTLAKE CENTER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Westlake Center, LLC
        560-566 W. Lake St.
        Chicago, IL 60661

Case No.: 14-03682

Chapter 11 Petition Date: February 5, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Janet S. Baer

Debtor's Counsel: Linda Spak, Esq.
                  SPAK & ASSOC
                  6938 N Kenton
                  Lincolnwood, IL 60712
                  Tel: 312 372-8703
                  Fax: 773 338-4956
                  Email: attorneyspak@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

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


WJO INC: Owner Balks at Aumiller Lomax Hiring as Special Counsel
----------------------------------------------------------------
William J. O'Brien, III, D.O., sole owner of WJO Inc., objected to
the motion filed by Chapter 11 trustee Alfred T. Giuliano to
employ Aumiller Lomax LLC as special counsel to prosecute claims
related to the Office of Worker's Compensation Program.

Mr. O'Brien said that:

   1. there are already specialists hired to do the work;

   2. Aumiller Lomax has no connection with the Debtor, creditors,
      or any party of interest". This only hurts settlement
      discussions; and

   3. the Trustee's previous selections have been less than
      average. One was found by the court to be less then
      truthful, the other didn't know the law but was happy to
      pontificate total nonsense on the stand.

As reported in the Troubled Company Reporter on Dec. 2, 2013, the
Chapter 11 Trustee proposes to pay Aumiller Lomax on a contingency
fee basis of 20% of any recovery.  The trustee proposes this
procedure for payment of the Contingency Fee to Aumiller Lomax:

   (a) upon receipt of each recovery, AL will immediately forward
       the monies to the trustee;

   (b) if Bankruptcy Court approval of the recovery/settlement
       is not required, the Trustee may pay AL the contingency
       fee upon clearance of the funds; and

   (c) if Bankruptcy Court approval of the recovery/settlement
       is required, the Trustee may pay AL the contingency fee
       only after a final Bankruptcy Court order approving the
       recovery/settlement.

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

Aaron B. Aumiller, principal of Aumiller Lomax, 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 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.


XTREME POWER: U.S. Trustee et al. Protest Asset Sale
----------------------------------------------------
Judy A. Robbins, United States Trustee for Region 7, and several
entities object to the request filed by Xtreme Power Inc. and its
debtor-affiliates with the U.S. Bankruptcy Court for the Western
District of Texas for approval of bidding procedures for the sale
of substantially all assets.

The U.S. Trustee objects to the Debtors' request to waive
compliance with Local Rule of Bankruptcy Procedure 1020.1, the
guidelines for early disposition of assets in Chapter 11 cases,
the sale of substantially all assets under Section 363, and
overbid and topping fees.

According to the U.S. Trustee, the Debtors have not filed
schedules in this case.  There are certain requirements of Local
Rule 1020.1 that have not been met by the Debtors' motion,
including debt structure of the Debtors and any discussion on the
estimated gross proceeds and estimate of net proceeds, the U.S.
Trustee notes.

The U.S. Trustee points out that certain of the required
information is included in the Debtors' motion and some of the
requirements are geared toward a specific buyer and therefore not
applicable to the sale requested by the Debtors.  However, parties
in interest are entitled to have at least a general knowledge of
what the Debtors are proposing to sell and what they can expect
from the sale.

T.S Trustee said it also objects to what appears to be a
limitation of notice of future events.  The Debtors should be
required to comply with the required notice unless cause is shown
to limit notice. Specifically, the Motion limits notice of a
request for break-up fee, attending the auction, objections to the
approval of the sale of assets to the prevailing bidder,
assignment notice and, in general, the contract procedures.

Other entities who object to the Debtors' request include:

  -- First Wind Holdings LLC;
  -- City of Austin Police Retirement System;
  -- Notrees Windpower LP and Duke Energy Transmission Holding
     Company LP;
  -- Horizon Batteries LLC, Idling Solutions LLC and Horizon
     Batteries Real Estate LLCs;
  -- ME Projects LLC; and
  -- Toshiba International Corporation.

                            Asset Sale

As reported in the Troubled Company Reporter on Jan. 31, 2014,
the Debtors' counsel, Shelby A. Jordan, Esq., at Jordan, Hyden,
Womble, Culbreth & Holzer, P.C., in Austin, Texas, said
consummation of a sale transaction is in the best interests of all
of the Debtors' estates and is a condition of the Debtors' DIP
Credit Facility.  Under the terms of the DIP Facility, Horizon
Technology Finance Corporation, the DIP Lender, will serve as
initial stalking horse bidder that will purchase substantially all
assets for the price of its pre- and postpetition debt, plus the
debt of Silicon Valley Bank, the Debtors' senior-most secured
lender.  As of the Petition Date, the outstanding amount under the
Prepetition Note with Horizon was approximately $6.8 million.  As
of the Petition Date, the outstanding amount under the Loan
Agreement with Silicon Valley was approximately $500,000.

Mr. Jordan said neither the Debtors nor the DIP Lender desire to
close the back-up sale transaction since it was intended to
initiate the competitive sale under Section 363 of the Bankruptcy
Code.

The Debtors proposed that any qualified bidder interested in
purchasing the assets must submit a bid prior to 4:00 p.m.
prevailing Central time on March 28; provided, however, that if a
substitute DIP closing occurs, the Bid Deadline will be April 28.

If more than one qualified bid has been submitted for the assets,
the Debtors will conduct an auction on March 31, or April 30, in
the event of the substitute DIP closing occurs.  The auction will
be organized and conducted by the Debtors at Baker Botts L.L.P.,
at 98 San Jacinto Boulevard, Suite 1500, in Austin, Texas.  The
hearing to consider approval of the sale will be held on April 4,
or May 5 if the substitute DIP closing occurs.

In the event that the Debtors do not timely identify a substitute
stalking horse or if a substitute DIP closing does not occur, the
Debtors ask that a hearing be held on Feb. 21, 2014, at 1:30 p.m.,
authorizing (a) the sale of the assets to Horizon free and clear
of all clients, and (b) the assumption and assignment of certain
executory contracts and unexpired leases intended to be acquired
by Horizon as part of any asset acquisition transaction.

A hearing to consider approval of the bidding procedures was set
for Feb. 6, 2014, at 1:30 p.m.

                        About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.

Judge Christopher H. Mott presides over the case.

The Debtors have tapped Jordan Hyden Womble & Culbreth & Holzer,
P.C., as bankruptcy attorneys, Baker Botts L.L.P. as special
counsel, Gordian Group, LLC, as investment banker and financial
advisor.

Xtreme Power Inc. estimated assets of at least $10 million and
liabilities of at least $50 million.


YBA NINETEEN: District Court Affirms Chapter 7 Conversion
---------------------------------------------------------
District Judge William Q. Hayes affirmed a bankruptcy court order
dated Oct. 4, 2013, converting the Chapter 11 case of YBA
Nineteen, LLC, to a liquidation under Chapter 7 of the Bankruptcy
Code.  The appellate case is, YBA NINETEEN, LLC, Appellant, v.
INDYMAC VENTURE, LLC, Appellee, Civil No. 13cv2426-WQH-RBB (Bankr.
S.D. Cal.).  A copy of the Court's Feb. 4 Order is available at
http://is.gd/lCqYdRfrom Leagle.com.

Secured lender IndyMac Venture LLC had asked the Bankruptcy Court
to deny approval of the Debtor's disclosure statement and convert
the case to a case under chapter 7 of the Bankruptcy Code.


YORK ENTERPRISES: Case Summary & 14 Unsecured Creditors
-------------------------------------------------------
Debtor: York Enterprises, LLC
        515 Williams Street
        South Haven, MI 49090

Case No.: 14-00628

Chapter 11 Petition Date: February 6, 2014

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Hon. Jeffrey R. Hughes

Debtor's Counsel: James Shek, Esq.
                  JAMES SHEK LAW OFFICE
                  225 Hubbard Street, Ste B
                  P.O. Box A
                  Allegan, MI 49010
                  Tel: 269-673-3547
                  Email: tshingle@yahoo.com

Total Assets: $1.64 million

Total Liabilities: $843,397

The petition was signed by Frank J. York, sole member/manager.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/miwb14-628.pdf


YRC WORLDWIDE: Teamsters Certifies Ratification of Vote Results
---------------------------------------------------------------
The Teamsters National Freight Industry Negotiating Committee
(TNFINC) certified the results of the Teamsters ratification vote
and that, on a related note, the certified Amended Memorandum of
Understanding (MOU) satisfied the relevant condition of the equity
transaction announced on December 23rd.

"The ratification of the revised MOU, our improved performance and
the committed equity transaction clear the way for us to enter the
senior debt markets to refinance our current term and asset-based
loans," said Jamie Pierson, chief financial officer of YRC
Worldwide.

As previously announced on Dec. 23, 2013, the company has entered
into agreements whereby the company would issue $250 million of
common stock and preferred stock and use the proceeds to pay off
its existing 6 percent Convertible Notes due February 2014 and
defease or pay off its existing Series A Convertible Notes due
March 2015.  In addition, holders of approximately $50 million in
principal amount of the company's existing Series B Convertible
Notes due March 2015 have agreed to exchange or convert those
notes to common stock, further reducing the company's debt.  The
investors have confirmed that the revised MOU is satisfactory
under the terms of these existing agreements.

The company held a bank meeting on Jan. 28, 2014, to launch the
new senior credit facilities.

                  To Refinance Existing Facilities

YRC Worldwide Inc. launched a process to refinance its existing
ABL and term loan facilities with a new $450 million ABL facility
and a new $700 million term loan facility.  As contemplated, the
refinancing would extend the maturity of the Company credit
facilities and reduce cash interest expense.

The Company will be meeting with potential lenders in connection
with the refinancing and will be giving those lenders certain
financial information that gives effect to, among other things,
the previously announced extension of the Company's collective
bargaining agreement with the International Brotherhood of
Teamsters, including (i) that it expects Adjusted EBITDA for the
year ended Dec. 31, 2013, to be approximately $250-260 million,
(ii) that it expects pro forma Adjusted EBITDA for the year ended
Dec. 31, 2013, giving effect to the projected cost savings from
the Amended IBT Agreement as if it had been implemented on
Jan. 1, 2013, would have been approximately $320-330 million and
(iii) that it forecasts Adjusted EBITDA for fiscal 2014 will be
approximately $350-360 million if the Amended IBT Agreement is
ratified and fully implemented.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.


YRC WORLDWIDE: Amends Agreements with Solus Alternative, et al.
---------------------------------------------------------------
Solus Alternative Asset Management LP, Solus GP LLC, and
Christopher Pucillo and certain affiliated funds and YRC
Worldwide, Inc., entered into Amendment No. 1 to the Stock
Purchase Agreement and Amendment No. 1 to the Exchange Agreement.
The purpose of the amendments was to change the definition of the
IBT Agreement to a new extension agreement for the Restructuring
of the YRC Worldwide Inc. Operating Companies as approved for
presentation to the "two-man committee" by the Teamsters National
Freight Industry Negotiating Committee of the International
Brotherhood of Teamsters on Jan.17, 2014, by and among YRC Inc.,
USF Holland, Inc., New Penn Motor Express, Inc. and USF Reddaway
and the TNFINC.

Solus Alternative, et al., disclosed that as of Jan. 27, 2014,
they beneficially owned 800,715 shares of common stock of YRC
Worldwide Inc. representing 6.82 percent of the shares
outstanding.

A copy of the regulatory filing is available for free at:

                        http://is.gd/5MLqiC

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.


* BAPCPA Likely Limited Personal Bankruptcies
---------------------------------------------
Ben Leubsdorf, writing for Daily Bankruptcy Review, reported that
more Americans probably would have gone bankrupt and wiped out
their debts during the recession had not Congress, just a couple
years earlier, made it more expensive to file for bankruptcy,
according to new research from the Federal Reserve Bank of St.
Louis.


* Fitch: Expired Tax Relief Adds Pressure to Troubled Borrowers
---------------------------------------------------------------
The recently expired tax relief provided by the Mortgage
Forgiveness Debt Relief Act (MFDRA) of 2007 may lead to modestly
negative pressure on liquidation timelines and recoveries for
legacy U.S. mortgage investors if it is not renewed, according to
Fitch Ratings.

The tax relief expired Jan. 1, 2014, creating larger tax burdens
for underwater borrowers who receive some form of mortgage debt
forgiveness.  If the tax breaks are not renewed, Fitch expects
declines in short sale volume, fewer principal forgiveness
modifications, and higher re-default rates on those that are
granted.

Mortgage debt that is cancelled or forgiven by the lender -
through a foreclosure, short sale or loan modification - is
typically considered income for tax purposes.  The MFDRA provided
tax relief by allowing certain borrowers to exclude such income on
their tax returns.  The act applied only to debt associated with a
primary residence, and no more than $2 million of debt could be
excluded per year.

The MFDRA was originally signed into law in December 2007 and
Congress is currently considering several bills that would extend
the tax relief through 2015 or 2016.  The extension has broad
support from state attorneys general, and most housing and
consumer advocacy groups.  However, the passage of an extension
bill by Congress is not a given, and at present the tax breaks
remain expired.

Fitch expects a decline in the volume of short sales and principal
forgiveness modifications as a result of the MFDRA's expiration.
Without the tax exemption on the forgiven debt amount, there is
less incentive for distressed borrowers to agree to a voluntary
property sale that will not pay the loan off in full.  This in
turn will likely increase the number of involuntary foreclosure
sales. The MFDRA's expiration also provides servicers less
incentive to offer principal forgiveness modifications since the
tax burden on the borrower increases the likelihood of re-default.
Servicers may increasingly opt instead for principal forbearance,
which requires the borrower to repay the reduced principal amount
at the end of the loan term.

If Congress does not extend the MFDRA, the rating implications are
likely to be modestly negative for legacy U.S. RMBS.  In 2013,
voluntary short sales accounted for roughly half of all distressed
property sales within U.S. RMBS and short sales experienced faster
resolutions and higher recoveries than involuntary sales.  A
reduction in short sale activity will likely increase negative
pressure on both timelines and recoveries, offsetting some of the
benefits of the recent gains in home prices.


* Ex-SAC Trader Convicted of Securities Fraud
---------------------------------------------
Alexandra Stevenson and Matthew Goldstein, writing for The New
York Times' DealBook, reported that Mathew Martoma had been on his
way to being another American success story.  On Feb. 6, he is the
eighth person who once worked for the hedge fund titan Steven A.
Cohen to be convicted of insider trading.

According to the report, a federal jury in Manhattan on Feb. 6
found Mr. Martoma guilty of seeking out confidential information
related to a clinical trial for an experimental drug for
Alzheimer's disease -- information that enabled Mr. Cohen's SAC
Capital Advisors to earn $275 million.

The son of immigrant parents from India, Mr. Martoma, 39,
graduated from Duke, attended Harvard Law School and earned an
M.B.A. from Stanford Business School before he landed a job as
portfolio manager at SAC, one of the most successful hedge funds
in the world, the report related.

Now, Mr. Martoma is expected to receive a sentence of seven to 10
years in prison, legal experts said, the report further related.

As a guilty verdict on two counts of securities fraud and one
count of conspiracy was read in the courtroom in Lower Manhattan,
Mr. Martoma's wife, Rosemary, a pediatrician, cried, while he sat
stone-faced, the report said.


* 4th Cir. Appoints Benjamin Kahn as M.D.N.C. Bankruptcy Judge
--------------------------------------------------------------
The Fourth Circuit Court of Appeals appointed Bankruptcy Judge
Benjamin A. Kahn to a fourteen-year term of office in the Middle
District of North Carolina, effective February 3, 2014,
(vice, Stocks, retired).

          Honorable Benjamin A. Kahn
          United States Bankruptcy Court
          101 S. Edgeworth Street
          Greensboro, NC 27401

          Julie Grimley
          Law Clerk
          Telephone: 336-358-4091

          Linda McKnight
          Judicial Assistant
          Telephone: 336-358-4081
          Fax: 336-358-4085

          Term expiration: February 2, 2028



* BOND PRICING: For Week From Feb. 3 to 7, 2014
-----------------------------------------------

   Company              Ticker  Coupon Bid Price  Maturity Date
   -------              ------  ------ ---------  -------------
AES Eastern Energy LP   AES      9.670     4.125       1/2/2029
AES Eastern Energy LP   AES       9.000     1.750       1/2/2017
Alion Science &
  Technology Corp       ALISCI   10.250    71.750       2/1/2015
Buffalo Thunder
  Development
  Authority             BUFLO     9.375    39.500     12/15/2014
Cengage Learning
  Acquisitions Inc      TLACQ    10.500    28.000      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ    12.000    22.625      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ    13.250     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ    10.500    28.000      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ    13.250     1.375      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ    13.750     1.375      7/15/2015
Champion
  Enterprises Inc       CHB       2.750     0.375      11/1/2037
Cott Beverages Inc      BCBCN     8.375   104.250     11/15/2017
DAE Aviation
  Holdings Inc          DAEAVI   11.250    97.750       8/1/2015
Energy Conversion
  Devices Inc           ENER      3.000     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU       8.175    10.000      1/30/2037
Energy Future
  Holdings Corp         TXU       5.550    39.390     11/15/2014
FairPoint
  Communications
  Inc/Old               FRP      13.125     1.000       4/2/2018
FiberTower Corp         FTWR      9.000     0.625       1/1/2016
James River Coal Co     JRCC      7.875    18.665       4/1/2019
James River Coal Co     JRCC      4.500    13.467      12/1/2015
James River Coal Co     JRCC     10.000    18.500       6/1/2018
James River Coal Co     JRCC     10.000    19.875       6/1/2018
James River Coal Co     JRCC      3.125    24.000      3/15/2018
JPMorgan Chase Bank NA  JPM       6.000    78.962      8/19/2014
LBI Media Inc           LBIMED    8.500    30.000       8/1/2017
Lehman Brothers
   Holdings Inc         LEH       1.000    19.750      8/17/2014
Lehman Brothers
  Holdings Inc          LEH       1.000    19.750      8/17/2014
OnCure Holdings Inc     RTSX     11.750    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN   14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.250    74.750       3/1/2015
Powerwave
  Technologies Inc      PWAV      1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV      1.875     0.125     11/15/2024
Pulse Electronics Corp  PULS      7.000    78.302     12/15/2014
Residential
  Capital LLC           RESCAP    6.875    30.704      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT      4.750     0.248       2/1/2018
School Specialty
  Inc/Old               SCHS      3.750    37.875     11/30/2026
Scotia Pacific Co LLC   MXM       7.710     0.188      1/20/2014
Scotia Pacific Co LLC   MXM       6.550     0.875      1/20/2007
Sealed Air Corp         SEE      12.000    99.500      2/14/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.250     5.625      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      15.000    32.500       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.250     4.900      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.500     5.625      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      15.000    35.800       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.250     5.500      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.500     5.125      11/1/2016
THQ Inc                 THQI      5.000    43.500      8/15/2014
TMST Inc                THMR      8.000    20.000      5/15/2013
USEC Inc                USU       3.000    36.500      10/1/2014
WCI Communities
  Inc/Old               WCI       4.000     0.625       8/5/2023
Western Express Inc     WSTEXP   12.500    61.375      4/15/2015
Western Express Inc     WSTEXP   12.500    61.375      4/15/2015
Windermere Baptist
  Conference Center     WINBAP    8.400     2.000     11/15/2033



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***