TCR_Public/140211.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, February 11, 2014, Vol. 18, No. 41

                            Headlines

1250 OCEANSIDE: Hearing on Third Amended Plan Begins April 2
1250 OCEANSIDE: Sun Kona Wants Claim Estimated as $627 Million
261 EAST: 2nd Amended Reorganization Plan Confirmed
4KIDS ENTERTAINMENT: Challenge to Cornerstone Claim Pending
4KIDS ENTERTAINMENT: Kahn Discloses 9% Stake in Licensing Shares

710 LONG RIDGE: NLRB Appeals from CBA Rejection Order
AEROFLEX INC: Moody's Affirms 'B1' CFR & Sr. Secured Rating
AGFEED INDUSTRIES: Asks Court to Extend Removal Period
AGFEED INDUSTRIES: Plan Exclusivity Period Extended Thru March 4
AGFEED INDUSTRIES: Hires Plante & Moran as Tax Services Provider

ALLENS INC: Bain, Gordon Brothers Venture to Pay $160MM for Co.
ALTREC INC: Auction on Assets Scheduled for Feb. 20
ALVARION(R) LTD: Appeals NASDAQ Delisting of Shares
AMERICAN AIRLINES: Workers Claim Unions Withheld Equity
AMERICAN PETROLEUM: Moody's Withdraws B2 CFR & Senior Sec. Rating

AMG CAPITAL: Fitch Rates Trust Preferred Securities 'BB'
APEX TOOLS: Moody's Cuts Corp. Family Rating to 'B3', Outlook Neg.
ARCAPITA BANK: Court Confirms 2nd Amended Plan as to Falcon Gas
ARCHDIOCESE OF MILWAUKEE: Committee Won't Oppose Quarles Fee Hike
ARCHDIOCESE OF MILWAUKEE: Opposes OneBeacon Bid for Lift Stay

ARMORWORKS ENTERPRISES: Plan Confirmation Hearing Moved to March 4
ARXX CORP: U.S. Court OKs Stalking Horse Deal w/ Airlite Plastics
AURORA USA: Moody's Places 'B3' CFR for Possible Upgrade
BEHAVIORAL HEALTH: Files for Ch. 7; Creditors Meeting Feb. 26
BIOSCRIP INC: S&P Affirms 'B' CCR & Revises Outlook to Negative

BISHOP OF STOCKTON: Amends List of Top Unsecured Creditors
BISHOP OF STOCKTON: Judge Zive Appointed as Mediator
BISHOP OF STOCKTON: Felderstein Firm to Comply With UST Guidelines
BISHOP OF STOCKTON: Proposes Neumiller as Special Counsel
C&K MARKET: Files Ch. 11 Plan, Offers Stock to Creditors

CENGAGE LEARNING: Revises Plan to Incorporate Global Settlement
CENTRAL COVENTRY FIRE DISTRICT: Final Decision on Future Soon
CHARTER COMMS: To Nominate Full Slate for Time Warner Cable Board
CHESAPEAKE ENERGY: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
CHINA NATURAL GAS: Honest Best, Yong Hui Li Disclose Stake

CHINA NATURAL: Hearing on Plan Filing Extension Set for Feb. 25
COLLEGE WAY: Court Approves Hiring of Iwama Law as Counsel
COMMONWEALTH EDISON: Fitch Hikes Preferred Stock Rating From 'BB+'
COMMUNITY HOME: Chapter 11 Trustee Hires Jones Walker as Counsel
COMMUNITY HOME: Ch.11 Trustee's "Disinterestedness" Questioned

CONSTAR INT'L: Gets Court OK to Hire Prime Clerk as Admin. Advisor
CONSTAR INT'L: Can Hire Young Conaway as Attorneys
CONSTAR INT'L: Court Approves Dechert LLP as Attorneys
CONSTAR INT'L: May Hire Lincoln Partners as Financial Advisor
COTTONWOOD ESTATES: Wants to Hire Miller Guymon as Counsel

CUE & LOPEZ: Wants Plan Exclusivity Period Extended Until April 1
DEALERTRACK TECHNOLOGIES: S&P Assigns Preliminary 'B+' CCR
DELUXE ENTERTAINMENT: Moody's Rates New $570MM Secured Loan 'B2'
DETROIT, MI: DIA Pledges to Raise $100M for Art, Pension Fund
DETROIT, MI: Seek to Vacate Appointment of Creditor's Panel

DEVER ELEMENTARY SCHOOL: Headed for Receivership
DIOCESE OF GALLUP: Creditors Want Adequate Measures
DIOCESE OF GALLUP: Pachulski Compensation Criticized
DIOCESE OF GALLUP: St. Bonaventure Indian Mission Sues Diocese
DIOCESE OF HELENA: Files for Chapter 11 Due to Abuse Claims

DIOCESE OF HELENA: Case Summary & Top Unsecured Creditors
DIOCESE OF HELENA: Judge Myers to Oversee Chapter 11 Case
DOTS LLC: Hires A&G Realty as Real Estate Consultants
DRYSHIPS INC: Ocean Rig Enters Into Amendment of $1.9BB Term Loan
DVORKIN HOLDINGS: Ch. 11 Trustee Hires North Clybourn as Broker

EMPIRE DIE: Creditors' Panel Can Hire Freeborn & Peters as Counsel
EXIDE TECHNOLOGIES: Posts $34MM Net Loss for Fiscal Q3
F&H ACQUISITION: Feb. 28 Hearing on Global Compromise
FIBERTECH NETWORKS: S&P Affirms B+ CCR & B+ Rating on $51MM Debt
FIRST CHURCH OF CHRIST: Foreclosure Sale on March 14

FREEDOM INDUSTRIES: Faces "Vantap" Suit Over January 2014 Spill
GENERAL MOTORS: Steps Up Pickup-Truck Discounts After Weak January
GREEN FIELD: Court OKs Key Employee Incentive & Retention Plans
GREEN MOUNTAIN: S&P Puts 'BB-' CCR on CreditWatch Positive
GROUP UNITED: Panama Canal Expansion Suspended

GSP GROUP: PE Firm Revives 'Mafia' Defamation Claims in Sale Row
HARRISBURG, PA: Receivership Could be Over by Spring, Mayor Says
HDOS ENTERPRISES: Can Use Cash Collateral Until March 20
HDOS ENTERPRISES: Sec. 341(a) Meeting of Creditors Set for March 7
HDOS ENTERPRISES: Has Interim Authority to Pay Critical Vendors

HDOS ENTERPRISES: Seeks to Reject Leases for 16 Stores
HEENAN BLAIKIE: Closes, Lawyers Seek New Homes
HOSPITALITY STAFFING: Feb. 24 Hearing on Severance Benefits
HOSPITALITY STAFFING: Wants to Change Case Caption Following Sale
JAMES RIVER: Mulls Sale, Other Alternatives

KINDE DURKEE: Liquidators Recover Only $94,000 From Theft
KIT DIGITAL: Files Suit Against Invigor Over Asset Acquisition
LABORATORY PARTNERS: Wants More Time to Decide on Leases
LADDER CAPITAL: Fitch Says IPO Neutral to Company's 'BB' IDR
LAND RESOURCE: 6th Circuit Says Condo Owner Can't Sue Insurers

LIBERTY MEDICAL: Court Rejects Relators' Reverse False Claim
LIBERTY MEDICAL: Hires EYCA as Financial Advisor
LIQUIDATION WORLD: Closes 73 Stores in Canada
LONGVIEW POWER: Exclusive Plan Filing Deadline Moved to March 14
LONGVIEW POWER: Kvaerner Wants Relief From Automatic Stay

LOUISIANA RIVERBOAT: May Use Cash Collateral Through March 31
MERITAGE HOMES: Moody's Hikes Corp. Family Rating to 'Ba3'
MESA AIR: KSAZ News 10 Story Misrepresents Pilots, ALPA Says
MF GLOBAL: Knighthead Questions Liquidation Fees
MICHAEL GERARD: $281,000 Judgment Non-Dischargeable

MONTANA ELECTRIC: Court OKs Hiring of McGuireWoods as Co-Counsel
MORNINGSTAR MARKETPLACE: Wants Schedules Filing Moved to March 17
MORNINGSTAR MARKETPLACE: Proposes Smigel Anderson as Counsel
MSI CORPORATION: Wants Until June 2 to File Chapter 11 Plan
MW GROUP: BofA to File Amended Plan & Disclosure Statement

NATIONAL ENVELOPE: Plan Filing Period Extended to April 7
NATURAL MOLECULAR: Wants to File Chapter 11 Plan Until May 30
NATURAL PORK: Files Joint Liquidation Plan
NMP-GROUP: Plan Declared Effected in October Last Year
OLEO E GAS: Gets $215 Million Investment

ORLANDO CITY, FL: S&P Affirms 'CC' Bond Rating, Outlook Stable
OSHKOSH CORP: S&P Rates $250MM Sr. Unsecured Notes 'BB+'
PAYPAL INC: Buyout Firms Gear Up for a Swipe at Firm
PRM FAMILY: Court Okays Private Sale of Assets
RENT-A-CENTER: Hoping To Pay A Dividend, Will Refinance

RESIDENTIAL CAPITAL: Judge Approves $2 Million Bonus for Chief
REVOLUTION DAIRY: Court Issues Confirmation Order
REXNORD LLC: S&P Raises Corp. Credit Rating to BB-, Outlook Stable
SHELBOURNE NORTH: Seeks Court Nod on Plan Investment Agreement
SHELBOURNE NORTH: Developer Finds Investor to Restart Project

SHOTWELL LANDFILL: Files Schedules of Assets and Liabilities
SHUANEY IRREVOCABLE: Denies US Trustee's Bid for Ch. 7 Conversion
SOUND SHORE: Ford Credit Seeks Relief From Automatic Stay
SOUNDVIEW ELITE: Jones Day's Corinne Ball Named Ch.11 Trustee
SOUNDVIEW ELITE: Law Clerk Recuses From Bankruptcy Matters

SOUTH FLORIDA SOD: GSS Seeks Rule 2004 Examination
SPECTRASCIENCE INC: HJ Assoc. Replaces McGladrey as Accountant
STANS ENERGY: Provides Update on Management Cease Trade Order
STERLING BLUFF: Coastal Bank Wants Ch. 11 Case Dismissed
STERLING BLUFF: Sec. 341(a) Meeting of Creditors Set for March 3

SWA BASELINE: Mesa, Arizona Business Campus Owner in Chapter 11
TAMERLANE VENTURES: Global Resource Seeks CCAA Termination
TC GLOBAL: Unit's Suit v. AFCM in Seattle Goes to Trial
TERENCE QUINN O'NEIL: Assets to Be Auctioned Off Feb. 25
THERMO FISHER: FTC Goes Global in Antitrust Review

TIMBERLINE RESOURCES: Gets NYSE MKT Listing Non-Compliance Notice
TLC HEALTH: Court Okays Menter Rudin as Bankruptcy Counsel
TRANSTAR HOLDING: ETX Acquisition No Impact on Moody's B2 Rating
TRINITY COAL: Court Okays Deal with Caterpillar Financial
VIVA ALAMO: S&P Assigns Prelim. 'BB-' Rating on $500MM Sec. Loan

WORLD IMPORTS: Can Access Bank's Cash Collateral Until Feb. 28

* Bid to Speed 'Proxy Plumbing' Riles Activist Investors
* For-Profit Colleges Face New Wave of State Investigations
* Fitch: SNAP Cuts in Farm Bill May Dent Food Companies

* ADGS Appoints Ho Sai Kwan David as Legal Advisor

* Large Companies With Insolvent Balance Sheet


                             *********


1250 OCEANSIDE: Hearing on Third Amended Plan Begins April 2
------------------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii will convene a hearing commencing April 2,
2014, at 9:30 a.m., to consider the confirmation of the Third
Amended Plan of Reorganization proposed by 1250 Oceanside
Partners, et al., and Sun Kona Finance I, LLC.

The Court signed on Jan. 28, 2014, the order approving the
Disclosure Statement explaining the Joint Consolidated Plan dated
Nov. 22, 2013.

The order also approved these deadlines in relation to the Plan:

   Feb. 19:                Deadline for Plan Proponents to file
                           their opening confirmation brief
                           together will all additional export
                           reports and all other direct testimony
                           of intended witnesses;

   March 12:               (i) last day for objecting creditors to
                           provide their opposing confirmation
                           briefs, and to file export reports
                           together with all other direct
                           testimony of intended witness; and

                           (ii) last day for objecting parties to
                           depose witnesses identified by Plan
                           Proponents as of Feb. 19;

   March 26:               (i) last day for Plan proponents to
                           depose witnesses identified by
                           objecting parties;

                           (ii) last day for Plan Proponents to
                           file and serve their reply brief.

Plan votes are due 4:00 p.m. on the day that is 14 days before the
confirmation hearing date.

                        Third Amended Plan

As reported in the Troubled Company Reporter on Dec. 16, 2013, the
Third Amended Plan was filed in light of a lawsuit filed by
William Batiste in October.

On Oct. 10, 2013, William Batiste and certain other lot owners
commenced an adversary proceeding entitled William Batiste, et
al., vs. Sun Kona Finance I, LLC, Adv. Proc. No. 13-90068, in the
Bankruptcy Court.  The suit alleges that Bank of Scotland, SKFI
(which acquired the Bank of Scotland loan), and other entities
engaged in negligent and willful and wrongful acts that caused
harm to lot owners.  SKFI does not believe that the claims
asserted against SKFI have any merit and intend to vigorously
oppose the claims in the lawsuit.

To prevent a delay in confirmation due to the litigation, the plan
proponents say the Third Amended Plan provides for the appropriate
treatment of the Class 9 Allowed Oceanside General Unsecured
Claims in the event that the Court in the future enters a judgment
determining that the SKFI claim should be subordinated in whole or
in part (Count I of the Batiste Action), or that the SKFI claim
should be reclassified as equity in whole or in part (Count II of
the Batiste Action).  The plan proponents intend to request that
the issues raised by Count III (which seeks to disallow SKFI's
claims due to SKFI's failure to adequately support its claims and
on other grounds) be resolved by the Court as part of the
confirmation process, without prejudice to the Court's resolution
of Counts I and II at a later date.

The amendments, according to the plan proponents, should allow the
confirmation of the Plan in a timely manner, the payment of other
allowed claims, and the continued development of the Hokuli'a
Project in the best interest of all parties.

The Plan provides that the additional capital necessary to emerge
from Chapter 11 will be provided by the exit loan from SKFI which
will provide the Debtors with a line of credit of up to
$65,000,000.  Based on the Debtors' projections, the exit loan
will allow the Debtor to pay its outstanding administrative claims
and cure claims upon emergence, pay all other restructured debts
as they become due, and will provide adequate working capital for
the Debtors going forward.  Because resolution of the Batiste
Action may impact the treatment of Class 9 claims, it is
anticipated that no distributions will be made on Class 9 Claims
until the Batiste Action is resolved.

A copy of the Disclosure Statement dated Nov. 22, 2013, is
available for free at:

   http://bankrupt.com/misc/1250_Sun_Kona_DS_112213.pdf

                  About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

1250 Oceanside Partners, its affiliates and lender Sun Kona
Finance I LLC, won court approval of the disclosure statement
explaining a reorganization plan that would turn over ownership to
its secured lender.  Sun Kona would provide a $65 million exit
facility to help make payments under the plan and to fund the
reorganized company when it leaves court protection.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel.


1250 OCEANSIDE: Sun Kona Wants Claim Estimated as $627 Million
--------------------------------------------------------------
Allisson A. Ito, Esq., at Wagner Choi & Verbrugge, on behalf of
Sun Kona Finance I LLC, asks the U.S. Bankruptcy Court for the
District of Hawaii to estimate proof of claim No. 60 at
$627,166,062, solely with respect to confirmation of 1250
Oceanside Partners, et al.'s plan of reorganization.

SKFI also requests that Court determine that the SKFI claim is
secured by all of the Oceanside's real and personal property,
except the excluded assets.

SKFI filed a proof of claim asserting a secured claim of
$627,166,062.  SKFI filed similar claims against Front Nine, LLC,
and Pacific Star Company, LLC, as co-borrower with Oceanside.

                  About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

1250 Oceanside Partners, its affiliates and lender Sun Kona
Finance I LLC, won court approval of the disclosure statement
explaining a reorganization plan that would turn over ownership to
its secured lender.  Sun Kona would provide a $65 million exit
facility to help make payments under the plan and to fund the
reorganized company when it leaves court protection.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel.


261 EAST: 2nd Amended Reorganization Plan Confirmed
---------------------------------------------------
Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York on Jan. 29, 2014, issued an order
confirming 261 East 78 Realty Corporation's Second Amended Chapter
11 Plan of Reorganization after determining that the Plan complies
with the confirmation requirements laid out in the Bankruptcy
Court.

The Debtor filed a voting report, which reflected that Class 2 (MB
Secured Claim), Class 3 (Hermes Secured Claim) and Class 4
(General Unsecured Claims) have each voted to accept the Plan.
Class 1 (Other Priority Claims) is unimpaired under the Plan, not
entitled to vote and are deemed to accept the Plan.  Class 5
(Equity Interests) will not receive any distribution under the
Plan on account of Interests in the Debtor and is deemed to have
rejected the Plan.

The Plan confirmation is subject to the terms and conditions of
the settlement agreement with Hermes Capital, LLC.  Under the
terms of the Hermes settlement agreement, (a) DelBello Donnellan
Weingarten Wise & Wiederkehr, LLP, is authorized and directed to
pay to Hermes the sum of $200,000, and (b) Perkins Coie LLP is
authorized and directed to pay to Hermes the sum of $1,125,000,
which sums said firms are holding in escrow pursuant to the terms
of the Plan and the Hermes Settlement Agreement.

                         About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20.2 million in assets and $18.8 million in
liabilities.  The petition was signed by Lee Moncho, president.

Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, in White Plains, N.Y., represents the Debtor as
counsel.

Matthew W. Olsen, Esq., at Katten Muchin Rosenman LLP, in New
York, N.Y., represents MB Financial Bank, N.A., as counsel.

Pursuant to the Plan Term Sheet, the Plan will be funded by
amounts made available by (i) the Plan Funder, of which $1,500,000
will be deposited in the Plan Fund Account and $10,700,000 will be
distributed to MB Financial Bank, N.A., on account of its Allowed
Class 2 Claim or (ii) the net proceeds of a Public Sale of the
Debtor's Property conducted pursuant to the Plan, of which
$11,000,000 will be distributed to MB on account of its Allowed
Class 2 Claim and the balance will be used to make payments due
under the Plan.


4KIDS ENTERTAINMENT: Challenge to Cornerstone Claim Pending
-----------------------------------------------------------
4Licensing Corporation, formerly 4Kids Entertainment, Inc., and
its Affiliated Reorganized Debtors filed a status report with the
Bankruptcy Court last month, disclosing that:

     -- The Debtors have continued to make distributions to
        holders of allowed claims.  As of Jan. 13, 2014 the
        distributions have totaled $4,113,394.76, including
        interest;

     -- On Oct. 1, 2013, the Court entered an order disallowing
        and expunging two claims and allowing, in part, two
        claims of Bryan Gannon and Goode Hemme & Peterson, APC;
        and

     -- As of Jan. 13, only one disputed claim remains
        outstanding -- $2.6 million in royalty underpayments
        alleged by Cornerstone Patent Technologies, LLC.  The
        Debtors have filed an objection to the claim.

                    About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, was an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids Entertainment, Inc., filed for bankruptcy protection under
Chapter 11 of the Bankruptcy Code to protect its most valuable
asset -- its rights under an exclusive license relating to the
popular Yu-Gi-Oh! series of animated television programs -- from
efforts by the licensor, a consortium of Japanese companies, to
terminate the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  The affiliates are
4Kids Ad Sales, Inc.; 4Kids Digital Games, Inc.; 4Kids
Entertainment Home Video, Inc.; 4Kids Entertainment Music, Inc.;
4Kids Entertainment Licensing, Inc.; 4Kids Productions, Inc.;
4Kids Technology, Inc.; 4Kids Websites, Inc.; 4Sight Licensing
Solutions, Inc.; The Summit Media Group, Inc.; and World Martial
Arts Productions, Inc.

Kaye Scholer LLP's D. Tyler Nurnberg, Esq., Seth J. Kleinman,
Esq., and Matthew J. Micheli, Esq., serve as the Debtors'
restructuring counsel.  Epiq Bankruptcy Solutions, LLC, serves as
the Debtors' claims and notice agent.  BDO Capital Advisors, LLC,
is the financial advisor and investment banker.  EisnerAmper LLP
fka Eisner LLP serves as auditor and tax advisor.

4Kids Entertainment disclosed $78,397,971 in assets and
$86,515,395 in liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC serves as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.

The Debtors' Amended Joint Plan of Reorganization dated Oct. 29,
2012, was confirmed by Judge Shelley C. Chapman in an order dated
Dec. 13, 2012.  The Plan went effective on Dec. 21, 2012.

4Kids was renamed 4Licensing Corporation and resumed trading on
the OTC Pink Sheets in February 2013.  All creditors recouped 100%
of allowed claims under the Plan.  Shareholders also received a
distribution, projected to be 69 cents a share, according to the
disclosure statement.

The Debtor's business fetched a $15 million purchase price from
two buyers.  An affiliate of Tokyo-based Konami Corp. bought
licenses for the Yu-Gi-Oh! animated television programs. Kidsco
Media Venture LLC, affiliated with Saban Capital Group Inc.,
acquired the programming agreement with the CW Network LLC. 4Kids
previously generated $9 million from settlement with the owner of
the licenses for Yu-Gi-Oh!.


4KIDS ENTERTAINMENT: Kahn Discloses 9% Stake in Licensing Shares
----------------------------------------------------------------
Alfred Kahn disclosed in a Schedule 13G filing with the Securities
and Exchange Commission that as of Jan. 30, 2014, he is the
beneficial owner of 1,332,663 shares -- or 9.7% -- of 4Licensing
Corporation Common Stock, $0.01 par value per share.  This is
based on 13,714,992 shares of common stock outstanding as of
Nov. 14, 2013.

                    About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, was an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids Entertainment, Inc., filed for bankruptcy protection under
Chapter 11 of the Bankruptcy Code to protect its most valuable
asset -- its rights under an exclusive license relating to the
popular Yu-Gi-Oh! series of animated television programs -- from
efforts by the licensor, a consortium of Japanese companies, to
terminate the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  The affiliates are
4Kids Ad Sales, Inc.; 4Kids Digital Games, Inc.; 4Kids
Entertainment Home Video, Inc.; 4Kids Entertainment Music, Inc.;
4Kids Entertainment Licensing, Inc.; 4Kids Productions, Inc.;
4Kids Technology, Inc.; 4Kids Websites, Inc.; 4Sight Licensing
Solutions, Inc.; The Summit Media Group, Inc.; and World Martial
Arts Productions, Inc.

Kaye Scholer LLP's D. Tyler Nurnberg, Esq., Seth J. Kleinman,
Esq., and Matthew J. Micheli, Esq., serve as the Debtors'
restructuring counsel.  Epiq Bankruptcy Solutions, LLC, serves as
the Debtors' claims and notice agent.  BDO Capital Advisors, LLC,
is the financial advisor and investment banker.  EisnerAmper LLP
fka Eisner LLP serves as auditor and tax advisor.

4Kids Entertainment disclosed $78,397,971 in assets and
$86,515,395 in liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC serves as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.

The Debtors' Amended Joint Plan of Reorganization dated Oct. 29,
2012, was confirmed by Judge Shelley C. Chapman in an order dated
Dec. 13, 2012.  The Plan went effective on Dec. 21, 2012.

4Kids was renamed 4Licensing Corporation and resumed trading on
the OTC Pink Sheets in February 2013.  All creditors recouped 100%
of allowed claims under the Plan.  Shareholders also received a
distribution, projected to be 69 cents a share, according to the
disclosure statement.

The Debtor's business fetched a $15 million purchase price from
two buyers.  An affiliate of Tokyo-based Konami Corp. bought
licenses for the Yu-Gi-Oh! animated television programs. Kidsco
Media Venture LLC, affiliated with Saban Capital Group Inc.,
acquired the programming agreement with the CW Network LLC. 4Kids
previously generated $9 million from settlement with the owner of
the licenses for Yu-Gi-Oh!.


710 LONG RIDGE: NLRB Appeals from CBA Rejection Order
-----------------------------------------------------
The National Labor Relations Board appeals from the opinion and
order of the U.S. Bankruptcy Court for the District of New Jersey
permitting 710 Long Ridge Road Operating Company II, LLC, et al.,
to reject their expired collective bargaining agreements under
Section 1113(c) of the Bankruptcy Code.

The NLRB also asked the Bankruptcy Court to stay the Section
1113(c) Order pending its appeal, which the Court denied on the
same day.  The NLRB then raised its motion for stay of the Section
1113(c) Order to the U.S. District Court for the District of New
Jersey.

As previously reported by The Troubled Company Reporter, the
Bankruptcy Court authorized the Debtors to reject the continuing
economic terms of the expired CBAs with New England Health Care
Employees Union, District 1199, SEIU (Union); and implement the
terms and conditions of the Modified 1113(b) proposals.

The NLRB is represented by Abby Propis Simms, Esq., Nancy E.
Kessler Platt, Esq., Dawn L. Goldstein, Esq., Paul Thomas, Esq.,
and Julie Kaufman, Esq., in Washington, D.C.

          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.


AEROFLEX INC: Moody's Affirms 'B1' CFR & Sr. Secured Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Aeroflex, Incorporated's debt
ratings, including the Corporate Family Rating (CFR) and Senior
Secured Debt ratings at B1, and the Probability of Default Rating
at B2-PD, and raised the Speculative Grade Liquidity Rating to
SGL-2 from SGL-3. The outlook is stable.

Rating Rationale

Aeroflex's cash flow is generally predictable due to: 1) its
'fabless' manufacturing model, as all semiconductor production is
outsourced (limiting direct capital expenditures), and 2) the long
product life cycles of its core Aeroflex Microelectronic Solutions
("AMS") products and certain Aeroflex Test Solutions (ATS)
products. There is meaningful exposure to the defense sector,
reflected in Aeroflex's second quarter, 2014 earnings that
indicated a recovering ATS segment, offsetting a weakening AMS
segment which Moody's believe is feeling the impact of declining
US defense spending. Also, Aeroflex has relatively high financial
leverage for its rating level. Debt to EBITDA (Moody's adjusted)
is currently around 5x, and Moody's anticipates Aeroflex to resume
debt repayments in the coming months given the closing of the
$28.5 million Shenick acquisition, which should reduce leverage to
below 4.5x within the year. Based on consistent free cash flow and
expectations of a solid cash balance, Moody's raised the
Speculative Grade Liquidity Rating to SGL-2 from SGL-3.

The stable rating outlook reflects our expectation that increasing
equipment spending by wireless telecommunications carriers in Asia
constructing fourth generation networks will support increasing
demand for wireless test equipment and revenues in the ATS
segment. Moody's believe that this increase in ATS revenues will
offset declining revenues in the AMS segment due to declining US
defense spending. Moody's believe that the completion of the
restructuring of the ATS segment will help support Aeroflex's
profitability, with EBITDA margins (Moody's adjusted) maintained
in excess of 20%.

The ratings could be downgraded if Aeroflex fails to resume the
steady reduction in debt such that Moody's believe that debt to
EBITDA (Moody's adjusted) will remain in the upper 4x level or FCF
to debt (Moody's adjusted) will be maintained below the upper
single digits percent level. Inability to generate consistent
EBITDA margins of at least 20% and free cash flow of at least $50
million, or maintain a solid cash position could also pressure the
rating.

The ratings could be upgraded if Aeroflex deleverages through
increased EBITDA and debt reduction resulting in total debt to
EBITDA (Moody's adjusted) declining to below 3.0x on a sustained
basis, and generates solid revenue growth.

Upgrades:

Issuer: Aeroflex Incorporated (Veritas Capital)

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

Outlook Actions:

Issuer: Aeroflex Incorporated (Veritas Capital)

  Outlook, Remains Stable

Affirmations:

Issuer: Aeroflex Incorporated (Veritas Capital)

  Probability of Default Rating, Affirmed B2-PD

  Corporate Family Rating, Affirmed B1

  Senior Secured Bank Credit Facility Nov 29, 2019, Affirmed B1

  Senior Secured Bank Credit Facility Nov 19, 2017, Affirmed B1

Aeroflex, based in Plainview, New York, is a fabless specialty
provider of microelectronics and test and measurement products to
the aerospace, defense, wireless, broadband and medical markets.

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


AGFEED INDUSTRIES: Asks Court to Extend Removal Period
------------------------------------------------------
AgFeed Industries, Inc., is asking the U.S. Bankruptcy Court to
extend the period within which the Debtors may remove the actions
that were pending in various state and federal courts by 90 days,
through and including April 10, 2014, with respect to the actions
on Jan. 10, 2014.

AgFeed said that since the petition date, the debtors have focused
primarily on (i) conducting the Agreefeed USA Sale, and the
Agreefeed Industries Sale in an effort to maximize the value of
the Debtor's estates for the benefit of their stakeholders, (ii)
winding down the Debtor's business operations, and (iii) working
with the Committees in formulating and filing the plan and
Disclosure Statement.

In addition, the Debtors have devoted a substantial amount of time
and their resources addressing critical case management issues,
including but not limited to (i) securing the use of cash
collateral, (ii) stabilizing the business, (iii) preparing the
schedules of assets and liabilities and statement of financial
affairs, (iv) producing monthly operating reports and other
reports, (v) retaining professionals, and (vi) beginning the
claims and reconciliation process.

Hearing on the extension request is set for Feb. 11, 2014, at
10:00 a.m.

                    About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

AgFeed and its affiliates filed voluntary Chapter 11 petitions
(Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal
to sell most of its subsidiaries to The Maschhoffs, LLC, for cash
proceeds of $79 million, absent higher and better offers.  The
Debtors estimated assets of at least $100 million and debts of at
least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

An official committee of equity security holders was also
appointed to the Chapter 11 cases.  The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.


AGFEED INDUSTRIES: Plan Exclusivity Period Extended Thru March 4
----------------------------------------------------------------
At the behest of AgFeed Industries, Inc., the U.S. Bankruptcy
Court extended the Debtors' exclusive period to file a plan of
reorganization through and including March 4, 2014.  The Debtors'
exclusive solicitation period is extended through and including
April 30, 2014.

This is the Debtor's second request to extend the Exclusive
Periods.

The Debtors said the extension will provide them with an
"unimpeded opportunity" to continue their efforts to confirm a
plan of liquidation with minimal interference.  To prepare for the
solicitation and confirmation process, the Debtors have begun the
process of analyzing more than 400 proofs of claim filed in the
chapter 11 cases.  The Debtors have filed several non-substantive
claim objections to clear up the claims register and have worked
to supply analysis and information to the equity holder's
committee as it conducts its review of several of the larger
claims filed in these cases.

                    About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

AgFeed and its affiliates filed voluntary petitions under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with a deal to sell most of its subsidiaries to The
Maschhoffs, LLC, for cash proceeds of $79 million, absent higher
and better offers.  The Debtors estimated assets of at least $100
million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

An official committee of equity security holders was also
appointed to the Chapter 11 cases.  The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.


AGFEED INDUSTRIES: Hires Plante & Moran as Tax Services Provider
----------------------------------------------------------------
AgFeed USA, LLC and its debtor-affiliates seek authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
Plante & Moran, PLLC as tax services provider, nunc pro tunc to
Sept. 10, 2013.

The Debtors have engaged Plante & Moran to render tax compliance
services to the Debtors for the fiscal year ending Dec. 31, 2013
(the "Supplemental Tax Services").  As described more fully in the
Supplemental Engagement Letter, the Supplemental Tax Services
include the preparation of:

   -- U.S. Corporate Income Tax Return;

   -- Information Return of U.S. Persons with Respect to Certain
      Foreign Corporations;

   -- Information Return of U.S. Persons with Respect to Foreign
      Disregard Entities;

   -- Return of U.S. Persons with Respect to Certain Foreign
      Partnerships;

   -- Colorado, Florida, Iowa, Massachusetts, North Carolina, and
      Oklahoma Corporate Income Tax Returns;

   -- Oklahoma Annual Business Activity Tax Return; and

   -- Tennessee Franchise/Excise Tax Return.

Plante & Moran will provide additional services, including
amending prior year tax returns, accounting, consulting, or tax
assistance at the request of the Debtors.  The Debtors and Plante
& Moran have agreed that any additional services will be billed at
the hourly rates specified in the Supplemental Engagement Letter.

Plante & Moran will be paid at these hourly rates:

       Partner                $250-$400
       Manager                $130-$250
       In-charge              $90-$130
       Staff                  $60-$90

Plante & Moran will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Based on past year-end audits performed by Plante & Moran of
similarly sized corporations, Plante & Moran estimates that its
fee for the Supplemental Tax Services will be approximately
$70,000, plus all reasonable and necessary travel and out-of-
pocket expenses incurred.

Annette Tenerelli-Lemke, partner of Plante & Moran PLLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on Mar. 11, 2014 10:00 a.m.  Objections were due Feb.
5, 2014.

Plante & Moran can be reached at:

       Annette Tenerelli-Lemke
       PLANTE & MORAN, PLLC
       Suite 400, 1000 Oakbrook Drive
       Ann Arbor, MI 48104
       Tel: (734) 665-9494
       Fax: (734) 665-0664

                       About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

AgFeed and its affiliates filed voluntary petitions under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with a deal to sell most of its subsidiaries to The
Maschhoffs, LLC, for cash proceeds of $79 million, absent higher
and better offers.  The Debtors estimated assets of at least $100
million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

An official committee of equity security holders was also
appointed to the Chapter 11 cases.  The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.


ALLENS INC: Bain, Gordon Brothers Venture to Pay $160MM for Co.
---------------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that an
investment vehicle formed by Bain Capital LLC's Sankaty Advisors
LLC and Gordon Brothers Group's investment arm won the bidding for
Arkansas vegetable canner Allens Inc. with a $160 million offer,
topping stalking horse bidder Seneca Foods Corp. at a bankruptcy
auction.

According to the report, the investment vehicle, Sager Creek
Acquisition Corp., won a bankruptcy auction for Allens, which
employs about 1,175 people and calls itself one of the largest
private canning companies in the world with brands like Veg-All,
Popeye canned spinach and Sugary Sam sweet potatoes.  The purchase
price was disclosed on Feb. 7 in documents filed to the U.S.
Bankruptcy Court in Fayetteville, Ark.

                        About Allens Inc.

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

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

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

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

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


ALTREC INC: Auction on Assets Scheduled for Feb. 20
---------------------------------------------------
Judge Randall L. Dunn of the U.S. Bankruptcy Court for the
District of Oregon authorized Altrec, Inc., to sell all or
substantially all of its assets to Great Outdoors Holdco, LLC, an
affiliate of Remington Outdoor Company, for $3.25 million, subject
to better and higher bids to be determined at an auction scheduled
for Feb. 20.

A final hearing on the sale motion will be held on Feb. 24, at
1:30 p.m.

                         About Altrec Inc.

Redmond, Washington-based Altrec, Inc., an Internet retailer of
outdoor apparel and equipment, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Ore. Case No. 14-30037) on
Jan. 6, 2014.  The case is assigned to Judge Randall L. Dunn.

The Debtor's counsel is David A Foraker, Esq., at Greene &
Markley, P.C., in Portland, Oregon.

The Debtor has assets ranging from $1 million to $10 million and
liabilities ranging from $10 million to $50 million.

The petition was signed by Michael Morford, president.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Altrec generated $59 million in sales on its Altrec.com
website in 2011.  Revenue declined after a denial-of-service cyber
attack during the 2011 Christmas season and a possible theft of
customer information by a hacker, Mr. Rochelle said.

There is $5.7 million owing to the secured lenders, Mr. Rochelle
noted.  The sale to Remington calls for the bankrupt estate to
retain $250,000, with the remainder going to secured creditors.  A
court paper shows the liquidation value of the assets as not
exceeding $1.2 million.

The lender terminated a $7.5 million working capital credit in
2013, and secured noteholders owed $3.5 million initiated a
receivership in December, Mr. Rochelle related.

Altrec had sales of $20.1 million during the first 11 months of
2011, producing a net loss of $5.1 million.  Assets are on the
books for $5.7 million against debt totaling $24.2 million,
Mr. Rochelle further related.

An official committee of unsecured creditors was appointed by the
U.S. Trustee on Jan. 14.  The Committee members are Columbia
Sportswear, Keen, Inc., Icebreaker Nature Clothing, Amer Sports
Winter & Outdoor Co, Arcteryx Equipment, Inc., Patagonia, and The
North Face, Inc.  Cooley LLP serves as lead co-counsel to the
Committee.  McKittrick Leonard LLP serveas as local co-counsel to
the Committee.


ALVARION(R) LTD: Appeals NASDAQ Delisting of Shares
---------------------------------------------------
Alvarion(R) Ltd. (in interim liquidation and receivership) has
submitted a request to have the NASDAQ Listing and Hearing Review
Council review the January 13, 2014 determination of the NADSAQ
Listing Qualifications Hearings Panel to delist the Company's
ordinary shares from The NASDAQ Capital Market.

The Company's shares will not be delisted from NASDAQ pending the
decision by the Listing Council; however, the trading suspension
will remain in effect until such decision.

Alvarion's ordinary shares are currently trading on the OTCQB
under the ticker ALVRQ.

                          About Alvarion

With headquarters in Tel Aviv, Israel, Alvarion Ltd. provides
optimized wireless broadband solutions addressing the
connectivity, coverage and capacity challenges of telecom
operators, smart cities, security, and enterprise customers.

The Company reported a net loss of $55.9 million on $49.9 million
of revenue in 2012, compared with a net loss of $33.8 million on
$69.5 million of revenue in 2011.

In July 2013, Alvarion said it has agreed to the appointment of a
receiver and won't contest an attempt by Silicon Valley Bank to
secure a winding up order from theDistrict Court of Tel-Aviv -
Yaffo.

Mr. Yoav Kfir, CPA, has been named as the company's receiver.

The District Court of Tel Aviv -- Yaffo's on July 21, 2013,
approved an operating plan to allow the normal business operation
of the company.


AMERICAN AIRLINES: Workers Claim Unions Withheld Equity
-------------------------------------------------------
Law360 reported that a former American Airlines Inc. worker hit
the Transport Workers Union of America with a putative class
action on Jan. 30 in Texas federal court, alleging the union
refused to give workers who took an early retirement $32.5 million
in American stock that they were owed under a collective
bargaining agreement.

According to the report, plaintiff Thomas A. Powell claims a 2012
settlement over the bargaining agreement allowed the union to
avoid involuntary furloughs in exchange for "early separations"
and said workers would receive American equity once it emerged
from bankruptcy.

The case is Powell v. Transport Workers Union of America, AFL-CIO
et al, Case No. 3:14-cv-00375 (N.D. Tex.).  The case is assigned
to Senior Judge A. Joe Fish.

                     About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN PETROLEUM: Moody's Withdraws B2 CFR & Senior Sec. Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all of the ratings
assigned to American Petroleum Tankers Parent LLC following the
completion of the previously announced sale of the company to
Kinder Morgan Energy Partners LP (Baa2, stable) and payoff of its
outstanding debt. The following ratings have been withdrawn: B2
Corporate Family rating, B3-PD Probability of Default rating, B2
Senior Secured rating with Loss Given Default Assessment of 35-LGD
3 and the stable outlook.

Ratings Rationale

Moody's has withdrawn all of the ratings of American Petroleum
Tankers because the previously rated obligations are no longer
outstanding.

American Petroleum Tankers Parent LLC, headquartered in Plymouth
Meeting, PA, owned a fleet of five modern U.S. Jones Act petroleum
products tankers, trading them under time charters with major oil
companies or the US Military Sealift Command.

Outlook Actions:

Issuer: American Petroleum Tankers Parent LLC

  Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

Issuer: American Petroleum Tankers Parent LLC

  Probability of Default Rating, Withdrawn, previously rated B3-PD

  Corporate Family Rating, Withdrawn, previously rated B2

  Senior Secured Bank Credit Facility Mar 28, 2018, Withdrawn,
  previously rated B2

  Senior Secured Bank Credit Facility Sep 28, 2019, Withdrawn,
  previously rated B2

  Senior Secured Bank Credit Facility Mar 28, 2018, Withdrawn,
  previously rated a range of LGD3, 35 %

  Senior Secured Bank Credit Facility Sep 28, 2019, Withdrawn,
  previously rated a range of LGD3, 35 %


AMG CAPITAL: Fitch Rates Trust Preferred Securities 'BB'
--------------------------------------------------------
Fitch Ratings has assigned a 'BBB' rating to Affiliated Managers
Group Inc.'s (AMG) $400 million senior unsecured notes. The notes
have a coupon of 4.25% and will mature in February 2024.

Key Rating Drivers

The notes will rank equally with AMG's other unsecured debt
outstanding. Proceeds from the issuance will be used to repay
borrowings under AMG's unsecured revolving credit facility. As of
Dec. 31, 2013, AMG had $525 million outstanding under its
revolving credit facility.

Given that the proceeds from the new issuance will be used to
repay outstanding borrowings under the revolving credit facility,
Fitch does not envision there being a material impact on the
company's leverage levels as a result of the issuance.

Leverage, measured as gross debt to adjusted EBITDA, was 1.5x at
Dec. 31, 2013, down from 2.4x at year-end 2012, mainly due to
robust EBITDA generation and a slight decline in debt levels as a
result of the paydown of senior convertible notes in 3Q'13.
Interest coverage, measured as adjusted EBITDA to interest
expense, net of non-cash items, was 11.0x at Dec. 31, 2013, up
from 8.2x at year-end 2012. Interest coverage is expected to
decline slightly following the issuance as the 4.25% coupon on the
10-year $400 million issuance is higher than the pricing on the
revolving credit facility (LIBOR plus 150 basis points).

AMG had a very strong year in terms of assets under management
(AUM) growth and operating performance. AUM increased to $537
billion at year-end 2013, up $105 billion or 24% from $432 billion
at year-end 2012. The growth was driven not just by market
appreciation ($60 billion) but also by strong organic inflows ($41
billion). Adjusted EBITDA increased 39% to $859 million in 2013,
from $616 million in 2012 and GAAP net income more than doubled to
$361 million in 2013, from $174 million in 2012. The increase was
mainly due to higher management fees from higher AUM levels and
increased contribution from performance fees.

RATING SENSITIVITIES

AMG's ratings reflect its increased scale and diversity in the
asset management space, strong cash flow generation, improved
funding profile, as well as management's commitment to leverage of
2.75x or less. Ratings take into account AMG's highly acquisitive
business model and AUM concentration in equities, which is a
relatively more volatile asset class.

Positive rating action could be driven by sustained improvement in
leverage and interest coverage metrics and increased AUM
diversification while maintaining solid investment performance at
the affiliate level.

Fitch expects that AMG will remain disciplined in its future
acquisition strategy with regard to pricing multiples and
transaction size. Aggressive acquisitions funded by increased debt
levels, deterioration in leverage above management's articulated
level, prolonged investment underperformance at major affiliates,
significant increase in equity puts by affiliates leading to
liquidity strains and/or unexpected operational losses or
significant net outflows could lead to negative rating action.

AMG is a global asset management company with equity investments
in leading boutique investment management firms. As of Dec. 31,
2013, the aggregate AUM of AMG's affiliates were approximately
$544 billion (pro forma for a pending investment) in more than 400
investment products across a broad range of investment styles,
asset classes and distribution channels.

Fitch currently rates AMG as follows:

Affiliated Managers Group, Inc.

-- Long-term IDR 'BBB';
-- Senior bank credit facility 'BBB';
-- Senior unsecured debt 'BBB'.

AMG Capital Trust I
AMG Capital Trust II

-- Trust preferred securities 'BB'.

The Rating Outlook is Stable.


APEX TOOLS: Moody's Cuts Corp. Family Rating to 'B3', Outlook Neg.
------------------------------------------------------------------
Moody's Investors Service downgraded Apex Tools Group, LLC's
Corporate Family Rating to B3 from B2, the Probability of Default
Rating to B3-PD from B2-PD, the company's first lien senior
secured credit facilities, consisting of $175 million revolver due
2018 and $835 million term loan due 2020, to B2 from B1, and the
$450 million senior unsecured notes due 2021 to Caa1 from B3. The
rating outlook is negative.

The following rating actions have been taken:

Corporate Family Rating, downgraded to B3 from B2;

Probability of Default Rating, downgraded to B3-PD from B2-PD;

$175 million senior secured revolving credit facility due 2018,
downgraded to B2, LDG3-43% from B1, LGD3-37%;

$835 million senior secured term loan facility due 2020,
downgraded to B2, LGD3-43% from B1, LGD3-37%;

$450 million senior unsecured notes due 2021, downgraded to Caa1,
LGD4-65% from B3, LGD5-74% assigned;

The rating outlook is negative.

Ratings Rationale

The ratings downgrade reflects Apex Tool Group's high adjusted
debt leverage which was materially higher than our expectation at
the time Apex was originally rated under the current ownership
structure. Weak operating performance was a primary contributor to
the increase in debt leverage as well as lower than expected debt
reduction. Moody's expect adjusted debt-to-EBITDA to remain above
7.0x over the intermediate term. Furthermore, Moody's expect
EBITA-to-interest expense to remain weak.

The B3 corporate family rating reflects Apex's high adjusted debt-
to-EBITDA and adjusted debt-to-capitalization leverage, small
equity base, modest operating margins in a very competitive
industry, and cyclicality within its various end markets.
Positively, the ratings also reflect the company's solid market
positions within its hand and power tool business segments,
breadth of product offerings and brand names, its global reach,
extensive operational footprint and distribution channels as well
as diversity of customers and industries served. Over time,
Moody's expect Apex to expand its profitability through a
combination of higher sales and a reduced cost structure as a
result of 2013 manufacturing restructuring initiatives. However,
fundamentals in Apex's end markets have been uneven, and Moody's
are concerned that slowing growth, especially in emerging markets,
could pressure earnings in 2014.

The company has good liquidity supported by its $175 million
senior secured revolving credit facility, cash flow from
operations and lack of significant debt maturities until 2018,
when its revolving credit facility expires. The ratings
incorporate Moody's expectation that Apex will have reasonable
room under its 4.75x senior secured net leverage covenant in the
credit agreement, which is applicable only if revolver
outstandings exceed $35 million. As of September 27, 2013, the
company had approximately $118 million of remaining revolver
availability, after accounting for $54 million of borrowings and
$3.1 million of letter of credit commitments. Apex was in
compliance with its senior secured net leverage covenant.

The negative outlook reflects our concern over near-term earnings
weakness, softness in North American demand as well as slowing
growth in emerging markets .

A return to stable outlook would be predicated upon adjusted debt
leverage below 7.0X and EBITA-to-interest coverage closer to 2.0X,
both on a sustainable basis, driven by earnings growth and margin
expansion. Strengthening fundamentals in key end markets would
also support a stable outlook.

Downward pressure on the rating could result if, over an extended
period of time, the company's adjusted debt-to-EBITDA remains
above 7.0x, adjusted debt-to-capitalization remains above 75% , or
EBITA-to interest coverage remains below 2.0x. A rating downgrade
could also occur if liquidity weakens significantly.

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

Apex Tool Group, LLC ("Apex"), headquartered in Sparks, MD, is a
global manufacturer of hand and power tools for commercial,
industrial and do-it-yourself customers. Apex was established as a
joint venture between Danaher Tool Group and Cooper Industries'
Cooper Tools in July 2010. On February 1, 2013, the company was
acquired by the private equity sponsor, Bain Capital Partners LLC
for $1.55 billion. Apex operates two business segments: Hand Tools
Segment that produces mechanic tools and trade tools, and
represents about 73% of its total revenues, and Power Tools
Segment that produces electric and pneumatic fastening and torque
controlling tools, drilling, cutting, and materials removal tools,
and soldering tools, and represents 27% of total revenues. The
company serves customers in automotive, aerospace, electronics,
hardware, energy, and consumer retail industries. Apex has
operations North America, Europe, Asia, Australia and Latin
America. In the LTM period ending September 27, 2013, the company
generated about $1.45 billion in revenues and $132 million in
adjusted EBITDA.


ARCAPITA BANK: Court Confirms 2nd Amended Plan as to Falcon Gas
---------------------------------------------------------------
Reorganized Debtors Arcapita Bank B.S.C.(c), et al., confirmed the
Second Amended Joint Plan of Reorganization as to Falcon Gas
Storage Company, Inc.

At the June 11, 2013, hearing to consider confirmation of Arcapita
Bank B.S.C.(c), et al.'s Plan, the Court confirmed the Plan as to
all Debtors except Falcon.   The Court adjourned the hearing to
consider confirmation of the Plan with respect to Falcon, pending
the ruling of the Bankruptcy Court on objections to provisions of
the Plan providing for the fully subordinated treatment of the
Claims of Tide Natural Gas Storage I LP and Tide Natural Gas
Storage II, LP in Classes 10(a) and 10(g) of the Plan, which had
been argued before the Court at a hearing on June 10, 2013, and
then taken under advisement.

Reorganized Debtor said that objections to the plan confirmation
were resolved.  The objections were filed by:

   1. Tide Natural Gas Storage I, LP formerly known as Alinda
      Natural Gas Storage I, LP, and Tide Natural Gas Storage II,
      LP f/k/a Alinda Natural Gas Storage II, LP;

   2. ACE American Insurance Company;

   3. Mayhoola for Investment Q.S.P.C.;

   4. Mounzer Nasr or Beatriz Flecha de Lima Nasr

All objections that have not been withdrawn, waived, or settled
pertaining to the confirmation of the Plan are overruled on the
merits.

On Jan. 15, 2014, Falcon filed a blackline comparison showing all
of the modifications made to the filed Plan.  The Court reviewed
the modifications, and held that the modifications are not
material or adverse to any party-in-interest as to Falcon, and
Falcon is not required to solicit new acceptances of the Plan from
the Holders of claims and interests eligible to vote to accept or
reject the Plan as to Falcon.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
served as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100 percent lender consent required to
effectuate the terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to each Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf

The effective date of the Debtors' Second Amended Joint Plan of
Reorganization, dated as of June 11, 2013, occurred on Sept. 17,
2013.


ARCHDIOCESE OF MILWAUKEE: Committee Won't Oppose Quarles Fee Hike
-----------------------------------------------------------------
The committee representing unsecured creditors of the Archdiocese
of Milwaukee said it doesn't oppose the archdiocese's bid to
increase the fee cap of its legal counsel.

The archdiocese earlier proposed to increase the fee cap to
$500,000 from $300,000 for additional services the firm will
provide in connection with the case it filed against insurers.

In a court filing, the committee said the fee cap increase may be
necessary to permit Quarles to continue its work on the case
brought by the archdiocese against OneBeacon Insurance Co.

"The debtor's success in this suit would inure to the benefit of
the estate and its creditors by recovering badly needed cash for
the estate," the committee said.

The lawsuit seeks to recover from OneBeacon more than $2.6
million, which the archdiocese has expended in the litigation of
claims filed by clergy sex abuse victims.

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


ARCHDIOCESE OF MILWAUKEE: Opposes OneBeacon Bid for Lift Stay
-------------------------------------------------------------
The Archdiocese of Milwaukee asked the U.S. Bankruptcy Court for
the Eastern District of Wisconsin to deny the request of OneBeacon
Insurance Co. to lift the automatic stay in connection with the
petition for review it filed before the Wisconsin Supreme Court.

OneBeacon wanted the legal injunction lifted to permit the
archdiocese's petition as well as any subsequent review by the
Supreme Court to proceed.  The archdiocese filed the petition to
review an opinion handed down by the Court of Appeals of
Wisconsin in favor of clergy sex abuse victims who sued the
archdiocese for negligent misrepresentation and fraud.

Daryl Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, said the archdiocese would be "negatively
impacted" if OneBeacon were to succeed.

"OneBeacon's refusal to pay defense costs would directly impact
the amount of money that might otherwise be available to fund a
plan of reorganization," the archdiocese's lawyer said in a court
filing.  He said it would limit the pool of money that would
otherwise go to creditors.

OneBeacon allegedly stopped making payments after the appeals
court affirmed the decision by lower courts, which handled the
cases filed by sex abuse victims, that the claims for negligent
misrepresentation did not trigger insurance coverage.

The appeals court's opinion concluded that the allegations
underlying the victims' complaints constituted volitional acts,
rather than accidents that would be covered under the policy
provided by insurance firms including OneBeacon.

The sex abuse victims alleged in their complaints that the
archdiocese's agents continued to allow the priests with history
of sexual abuse to have access to children through parishes and
schools although they were already confronted by former sex abuse
victims.

The victims also alleged that despite the archdiocese's knowledge
of the priests' history of sexual abuse, it represented that
children were safe in their presence.

Meanwhile, a group of claimants represented by Jeff Anderson &
Associates P.A., said it doesn't oppose the termination of the
automatic stay.  The group said it should be permitted to pursue
any potential claims it may have against OneBeacon in the
Wisconsin Circuit Courts outside of the bankruptcy proceeding in
case the bankruptcy court ruled in favor of the insurance
company.

Jeff Anderson & Associates can be reached at:

     Jeffrey R. Anderson, Esq.
     Michael G. Finnegan, Esq.
     366 Jackson Street, Suite 100
     St. Paul, MN 55101
     Tel: 651-227-9990
     Fax: 651-297-6543
     Email: jeff@andersonadvocates.com
            mike@andersonadvocates.com

                  About Archdiocese of Milwaukee

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

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

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

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

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

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


ARMORWORKS ENTERPRISES: Plan Confirmation Hearing Moved to March 4
------------------------------------------------------------------
The Hon. Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona has rescheduled March 4, 2014 at 10:30 a.m.
the hearing to consider confirmation of the proposed restructuring
plan for ArmorWorks Enterprises, LLC and TechFiber, LLC.

As reported by the Troubled Company Reporter on Jan. 27, 2014, the
Court was set to hold the confirmation hearing on Jan. 29.  The
Court approved on Dec. 30 the outline of the Plan jointly proposed
ArmorWorks and its subsidiary Techfiber, C Squared Capital
Partners LLC, Anchor Management LLC, ArmorWorks Inc., William
Perciballi and the unsecured creditors' committee.  Under the
Plan, all claims against and member equity interests in ArmorWorks
and Techfiber will be paid through a sale of assets or equity.

The Court, at the behest of the Debtors, also extended the voting
deadline and the deadline for filing any objections to
confirmation of the Plan to Feb. 24, 2014, from Jan. 22, 2014.
The Debtors determined that the Plan, the disclosure statement,
the court order (i) approving the disclosure statement; (ii)
fixing time for filing acceptances or rejections of the Plan; and
(iii) setting initial confirmation hearing and deadline for
objections, and ballots were not properly noticed to all creditors
and parties in interest.

The deadline for returning ballots evidencing written acceptance
or rejection of the Plan is extended to 4:00 p.m. MST, Feb. 24,
2014.  The last day for filing and serving written objections to
confirmation of the Plan is Feb. 24, 2014.  Any written
declarations in support of confirmation of the Plan and a written
ballot report will be filed by the Plan Proponents on or before
Feb. 28, 2014.

On Jan. 22, 2014, the United States of America, on behalf of the
Department of the Defense and its agency the Defense Logistics
Agency and its components, filed an objected to the Plan, "to the
extent it provides for a sale transaction that includes the
assumption and assignment of government contracts without DoD
permission and in violation of federal law."  DoD filed on
Jan. 16, 2014, an objection of the United States to the Debtors'
motion for orders approving the sale of Debtor's assets free and
clear of all liens, claims and interests, or an equity sale under
the Plan and to assume and assign executory contracts and
unexpired leases.   Additionally, the DoD objects to the Plan to
the extent that it states that the claims for rejection of
executory contracts constitute class 4 or 5 general unsecured
claims.  The DoD has a secured claim to the extent of its setoff
rights to $667,022.85.  If Defense Logistics Agency - Troop
Support contract number SPM1C1-08-D-0123DoD is rejected, the DoD
will have a class 2 secured claim in the amount of $667,022.85, as
well as a class 4 general unsecured claim in the amount of
$3,812,720.15.  The United States requests that the Court deny
confirmation of the Plan to the extent it seeks to classify the
secured claim of the United States as a general unsecured claim.

The State of Arizona ex rel. Arizona Department of Revenue also
filed an objection to the Plan on Jan. 22, saying that the Plan
fails to clearly provide for payment of the Department's priority
claims and is unclear as to Debtors' intention to pay the
Department's priority tax claim for over $380,000.  The Department
filed a proof of claim for Armorworks establishing that it has a
priority claim in the amount of $361,113.86 and a general
unsecured claim in the amount of $35.  The Department filed a
proof of claim for Techfiber establishing that it has a priority
claim in the amount of $20,722.34, of which $8,112is estimated,
and a general unsecured claim in the amount of $13.02.  The
Department had to issue an assessment and to estimate a portion of
the liability for Techfiber due to its failure to file certain
transaction privilege tax returns.

                   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.


ARXX CORP: U.S. Court OKs Stalking Horse Deal w/ Airlite Plastics
-----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware, at the behest of Duff & Phelps Canada Restructuring
Inc., in its capacity as the court-appointed receiver and foreign
representative for ARXX Corporation, et al., recognized in full
and given full force and effect in the United States the stalking
horse order and vesting order approved by the Ontario Superior
Court of Justice, Commercial List, which is overseeing ARXX's
insolvency proceeding.

The stalking horse order approves Airlite Plastics Co. as the
stalking horse bidder for the Debtors' assets.  The Airlite
Purchase Agreement provides for a $2.8 million base
cash purchase price, plus the "working capital amount" and certain
assumed liabilities.  As of Dec. 19, 2013, the value of the
transaction is estimated to total approximately $3.8 million.  The
Working Capital Amount is estimated to total approximately $1
million.

The Airlite Purchase Agreement provides for the payment to Airlite
of $150,000 break-up fee and $150,000 reimbursement for expenses
incurred in connection with the purchase agreement and the sale
transaction.  The ARXX Debtors and Airlite agreed that the closing
date is Feb. 3.  Should the parties be unable to close on Feb. 3,
the Closing Date will be Feb. 10, or other date as agreed by the
parties.

The case is In re ARXX Corp., 13-bk-13313, U.S. Bankruptcy Court,
District of Delaware (Wilmington).  Judge Kevin J. Carey presides
over the Chapter 15 case.  The Debtor is represented by Duff &
Phelps Canada Restructuring Inc. as receiver and foreign
representative.  Duff & Phelps is represented by Matthew Barry
Lunn, Esq., Justin P. Duda, Esq., and Ian J. Bambrick, Esq., at
Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware.


AURORA USA: Moody's Places 'B3' CFR for Possible Upgrade
--------------------------------------------------------
Moody's Investors Service placed Aurora USA Oil & Gas, Inc.'s B3
Corporate Family Rating (CFR), B3-PD Probability of Default Rating
and the Caa1 rating on the company's senior unsecured notes on
review for upgrade. The SGL-2 liquidity rating remains unchanged.
This action is in response to the announcement that Baytex Energy
Corp. (Baytex, Ba3) will acquire Aurora Oil & Gas Limited,
Aurora's parent, in a transaction valued at roughly CDN$2.6
billion (USD$2.35 billion) including Aurora debt of roughly
USD$665 million. The transaction is expected to close before June
2014.

"The acquisition is favorable for Aurora's creditors as the
unsecured notes are now likely to benefit from the credit profile
of a higher rated acquirer, Baytex, which is rated Ba3," commented
Arvinder Saluja, Moody's Assistant Vice President - Analyst.
"Aurora has exhibited positive momentum in its production and
reserves growth, but the better credit profile of Baytex is the
catalyst that calls for a ratings review."

Issuer: Aurora USA Oil & Gas, Inc.

Review for Upgrade:

Corporate Family Rating, B3

Senior Unsecured Debt, Rated Caa1

Probability of Default, Rated B3-PD

Outlook: Ratings Under Review

Ratings Rationale

The majority of the acquisition will be financed with a Baytex
equity issue of CDN$1.3 billion, a new Baytex CDN$200 million term
loan and the remaining amount under draws from Baytex's existing
revolver which is expected to increase to CDN$1 billion. The
transaction is credit positive for Aurora as it will have the
support of a parent with a Ba3 CFR, three notches above Aurora's
current B3 CFR.

The review will focus on the nature of the support to Aurora
likely to be provided by Baytex, the final structure of the
transaction, including the put on Aurora's debt, and Baytex's own
rating on closing, expected by June, 2014.

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.

Aurora USA Oil & Gas, Inc. is headquartered in Houston, Texas.
Aurora Oil & Gas Limited is based in Perth, Australia.


BEHAVIORAL HEALTH: Files for Ch. 7; Creditors Meeting Feb. 26
-------------------------------------------------------------
Behavioral Health Management Solutions Inc. filed a bankruptcy
petition for liquidation under Chapter 7 of the U.S. Bankruptcy
Code on Jan. 16, 2014 in 2971 in Central Florida.  The Debtor
declared $0 in assets and $30,000 in liabilities.  The largest
unsecured creditor is Bad Moon Rising III LLC, care of Ralph H.
Schofield, Jr. with $30,000 claims.  The creditors' meeting is set
for Feb. 26.  The company is located at 1904 Silverleaf Lane, Apt.
101, Orlando, Fla.


BIOSCRIP INC: S&P Affirms 'B' CCR & Revises Outlook to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on BioScrip Inc. and revised the outlook
to negative, reflecting 2013 cash flow deficits and S&P's reduced
confidence that the company can return to positive cash flow
generation in 2014.

S&P also raised its issue-level rating on the company's senior
secured credit facilities to 'BB-' from 'B'.  S&P revised the
recovery rating to '1' from '3', indicating expectations for very
high recovery (90%-100%) recovery in the event of a payment
default.  S&P also assigned a 'CCC+' issue-level rating to the
company's unsecured notes.  The recovery rating is '6', indicating
expectations for negligible recovery (0%-10%) recovery in the
event of a payment default.

"The ratings on BioScrip reflect its "highly leveraged" financial
risk profile and "weak" business risk profile following the
company's plans to issue $200 million unsecured notes and divest
its non-core home health business to reduce the outstanding
balance on its revolver and term loan B," said credit analyst
Tahira Wright.  "Our assessment of BioScrip's financial risk
profile reflects our expectation of negative free cash flow
generation of more than $50 million in 2013, its acquisitive past,
and high leverage. Pro forma for the debt offering and sale of its
home health business, we expect leverage to remain above 6.0x
through 2014.  The weak business risk profile reflects the
company's narrow business focus in the infusion services market."

S&P's negative rating outlook on BioScrip reflects its lower
expectations of cash flow generation in 2014, following a free
cash flow deficit in excess of $50 million in 2013, along with
considerable headwinds that could prevent the sharp turnaround.

Upside Scenario

S&P would consider revising the outlook back to stable once the
company can demonstrate the ability to generate free operating
cash flow over a sustained period.  Key factors that S&P will
monitor include managing working capital investment and
realization of cost reduction initiatives.

Downward Scenario

A lower rating would likely occur if S&P believes its base case
will not be met, and the company continues to be free cash flow
negative in 2014.  This could occur if the company continues to
face working capital challenges because of recent acquisitions
and/or continues its aggressive growth strategy.  This would
likely result in considerable borrowings on its revolver, limiting
available liquidity, and increased possibility of tightening
covenant cushions.


BISHOP OF STOCKTON: Amends List of Top Unsecured Creditors
----------------------------------------------------------
The Roman Catholic Bishop of Stockton filed an amended list
disclosing the following creditors holding largest unsecured
claims:

  Entity                        Nature of Claim      Claim Amount
  ------                        ---------------      ------------
  Farmers and Merchants Bank    Unsecured Loan and     $1,656,921
                                Contingent Guaranties

  Tyler McCartney               Settled Tort Litigation  $500,000

  Madonna of Peace              Unsecured note           $100,000
  Retreat Center

  Pastor of Saint               Fractional interest in    $36,568
  Bernadette Church             Dec. 2010 loan

  Pastor of St Anthony          Fractional interest in    $36,568
  Church of Manteca             Dec. 2010 loan

  Kathleen Lagorio Janssen      Fractional interest in    $29,254
  Trustee of the K.L. Janssen   Dec. 2010 loan
  Community Property Living
  Trust and Dean Jann Janssen
  Trustee of the Dean J.
  Janssen Living Trust

  Pastor of St. Joachim         Fractional interest in    $25,598
  Church of Lockeford           Dec. 2010 loan

  Diocese of Kumbakonam         Restricted funds          $20,676
                                collected in 2013 for
                                the Kumbakonam Diocese

  Erika L. and Edwin F. Rizo    Fractional interest in    $18,284
  Revocable Trust               Dec. 2010 loan

  Jose Domingo Ruiz             Retirement benefits       $18,000
                                for Extern Priest
                                Fr. Jose Ruiz held in
                                constructive trust by
                                the Stockton diocese

  Jairo Ramirez                 Retirement benefits       $18,000
                                for Extern Priest Fr.
                                Jairo Ramirez held in
                                constructive trust by
                                the Stockton diocese

  Edwin Musico                  Retirement benefits       $18,000
                                for Extern Priest Fr.
                                Edwin Musico held in
                                constructive trust by
                                the Stockton diocese

  Joe Maghinay                  Retirement benefits       $18,000
                                for Extern Priest
                                Joe Maghinay held in
                                constructive trust by
                                the Stockton diocese

  Dante Dammay                  Retirement benefits       $17,999
                                for Extern Priest
                                Dante Dammay held in
                                constructive trust by
                                the Stockton diocese

  Sweeney Greene & Roberts LLP  Legal services December   $17,165
                                2013 to January 2014

  Editho Mascardo               Retirement benefits       $17,000
                                for Extern Priest
                                Editho Mascardo held
                                in constructive trust
                                by the Stockton diocese
  Augustin Gialogo              Retirement benefits       $16,000
                                for Extern Priest
                                Augustin Gialogo held
                                in constructive trust
                                by the Stockton diocese

  Gemperle Brothers             Fractional interest in    $14,627
                                Dec. 2010 loan

  Financial Decision 401-K      Fractional interest in    $14,627
  Profit Sharing Plan           Dec. 2010 loan
  FBO Fred Lee

  Financial Decision 401-K      Fractional interest in    $14,627
  Profit Sharing Plan FBO       Dec. 2010 loan
  Nancy Lee

  Lenore Dougherty              Fractional interest in    $14,627
  Trustee of the Dougherty      Dec. 2010 loan
  Revocable Trust

  Pastor of Cathedral of        Fractional interest in    $14,627
  the Annunciation              Dec. 2010 loan

  Alvaro Lopez                  Retirement benefits       $14,000
                                for Extern Priest
                                Alvaro Lopez held in
                                constructive trust by
                                the Stockton diocese

  Eduardo Perez                 Retirement benefits       $13,667
                                for Extern Priest
                                Eduardo Perez held in
                                constructive trust by
                                the Stockton diocese

  Bonifacio Baldonado           Retirement benefits       $10,333
                                for Extern Priest
                                Bonifacio Baldonado held
                                in constructive trust
                                by the Stockton diocese

  Jorge Roman                   Retirement benefits        $9,499
                                for Extern Priest
                                Jorge Roman held in
                                constructive trust by
                                the Stockton diocese

  John CC Doe                   Pending Tort Litigation   Unknown

  Jane Doe 51                   Pending Tort Litigation   Unknown

  John BE Doe                   Pending Tort Litigation   Unknown

  John MT Doe                   Pending Tort Litigation   Unknown

                     About Diocese of Stockton

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

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

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

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

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

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


BISHOP OF STOCKTON: Judge Zive Appointed as Mediator
----------------------------------------------------
Judge Christopher Klein of U.S. Bankruptcy Court for the Eastern
District of California on Feb. 3 appointed Judge Gregg Zive as
judicial mediator in the Chapter 11 case of the Roman Catholic
Bishop of Stockton.

Mr. Zive, a bankruptcy judge in Nevada, will also serve as
judicial mediator in all adversary cases filed by or against the
diocese.

In connection with his appointment, Mr. Zive was authorized to
issue any order or statement to parties involved in mediations,
setting forth requirements he may impose for the conduct of
mediation sessions.

The appointment followed a decision handed down by the chief
judge of the Court of Appeals that authorized Mr. Zive to serve
temporarily in the Eastern District of California.

                     About Diocese of Stockton

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

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

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

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

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

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


BISHOP OF STOCKTON: Felderstein Firm to Comply With UST Guidelines
------------------------------------------------------------------
Paul Pascuzzi, Esq., at Felderstein Fitzgerald Willoughby &
Pascuzzi LLP, filed a supplemental declaration to address the
concerns of the U.S. Trustee regarding the application of the
Stockton diocese to hire the firm as its legal counsel.

Mr. Pascuzzi said in the filing that his firm will comply with
the U.S. Trustee's guidelines in seeking compensation and expense
reimbursement from the diocese.

In case Felderstein increases the rates for its services, the
firm will file a supplemental affidavit describing those
increases, and will notify the U.S. Trustee as well as the
unsecured creditors' committee, according to Mr. Pascuzzi.

                     About Diocese of Stockton

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

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

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

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

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

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


BISHOP OF STOCKTON: Proposes Neumiller as Special Counsel
---------------------------------------------------------
The Roman Catholic Bishop of Stockton asked Judge Christopher
Klein for approval to hire Neumiller & Beardslee as its special
counsel.

Neumiller will represent the diocese in lawsuits, including
defending the diocese against allegations of child sex abuse.  It
will also provide legal advice on insurance-related issues and
will assist the diocese's lead legal counsel in the course of its
restructuring.

Neumiller has agreed to be paid for its services at discounted
hourly rates, and will receive reimbursement for work-related
expenses.  The lawyers who are expected to represent the diocese
are:

                                       Discounted       Standard
   Professionals          Title      Hourly Rates   Hourly Rates
   -------------          -----      ------------   ------------
   Clifford Stevens       Principal      $230           $325
      Email: cstevens@neumiller.com
   Saroya Leonardini      Principal      $230           $315
      Email: sleonardini@neumiller.com
   Paul Balestracci       Principal      $230           $335
      Email: pbalestracci@neumiller.com
   Daniel Truax           Principal      $230           $325
      Email: dtruax@neumiller.com
   Lisa Jimenez           Principal      $230           $295
      Email: ljimenez@neumiller.com
   Michael Tener          Associate      $230           $265
      Email: mtener@neumiller.com
   Melissa Giannecchini   Associate      $230           $250
      Email: mvanruiten@neumiller.com
   Christopher Greene     Of counsel     $230           $335
      Email: cgreene@neumiller.com

The firm doesn't hold or represent interest adverse to the
diocese, and is not a creditor, equity security holder or an
insider of the diocese, according to a declaration by Clifford
Stevens, Esq., at Neumiller & Beardslee.

                     About Diocese of Stockton

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

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

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

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

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

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


C&K MARKET: Files Ch. 11 Plan, Offers Stock to Creditors
--------------------------------------------------------
C&K Market, Inc., filed with the U.S. Bankruptcy Court for the
District Oregon a Chapter 11 plan and accompanying disclosure
statement, which provide that each holder of an allowed general
unsecured claim will receive one share of common stock of the
reorganized debtor in exchange for each $10 of the holder's
allowed general unsecured claim and a subscription right in the
event the Debtor elects to consummate a rights offering.

The Plan, dated Jan. 31, 2014, also provides for the payment in
full on the Effective Date of all Allowed Administrative Expense
Claims, Priority Tax Claims, Other Priority Claims and the Allowed
Secured Claim of U.S. Bank.  The Plan provides for the payment in
full over time, with interest, of all other Secured Claims.  In
general, Secured Creditors with personal property collateral will
be paid in 60 equal amortizing payments, with interest at 5%, and
Secured Creditors with real property collateral will be paid in 84
equal amortizing payments with interest at 5% based on a 25-year
amortization with a balloon payment in seven years.

The Plan provides that each holder of a Small Unsecured Claim
($10,000 or less) will receive, within 90 days after the Effective
Date, a cash payment in an amount equal to 80% of its Allowed
Small Unsecured Claim.  The Plan provides that all existing Equity
Securities and Employee Equity Security Plans will be cancelled as
of the Effective Date.

The Plan and Disclosure Statement were filed by Albert N. Kennedy,
Esq., Timothy J. Conway, Esq., Michael W. Fletcher, Esq., and Ava
L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Oregon, on
behalf of the Debtor.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/C&KMARKETds0131.pdf

                         About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtors are represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtors' financial advisor.  The Debtors hired Great
American Group, LLC, to conduct store closing sales.

An Official Committee of Unsecured Creditors appointed in the
Debtors' cases has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.


CENGAGE LEARNING: Revises Plan to Incorporate Global Settlement
---------------------------------------------------------------
Cengage Learning, Inc., et al., revised their Joint Plan of
Reorganization to incorporate a global settlement they entered
into with "supporting parties," which include the: (i) Consenting
Credit Agreement Lenders; (ii) Consenting First Lien Agent; (iii)
Consenting First Lien Noteholders; (iv) Committee; (v) Consenting
Second Lien Note Holders; (vi) Consenting Second Lien Trustee;
(vii) Consenting Centerbridge Lenders; (viii) Consenting Apax
Parties; (ix) Consenting Senior Unsecured Notes Trustee; and (x)
Consenting PIK Notes Trustee.

The Debtors also asked the U.S. Bankruptcy Court for the Eastern
District of New York to approve the global settlement memorialized
in a plan support agreement.  The Global PSA, which is the result
of numerous mediation sessions with the Honorable Judge Robert D.
Drain and extensive good faith, arm's-length negotiations with the
supporting parties, which are the major stakeholders on the terms
of the Chapter 11 Plan.  The Global PSA provides that it may be
terminated if the Debtors fail to obtain Court approval of the
Global PSA and the Disclosure Statement Supplement on or before
Feb. 21, 2014, (c) confirm the Amended Plan on or before March 14,
2014, or (d) consummate the Amended Plan on or before March 31,
2014.

The most significant modifications reflected in the Plan Term
Sheet and Amended Plan are as follows:

   * Unsecured Creditor Distribution. Unsecured creditors --
     including Holders of Allowed Second Lien Claims, Allowed
     Senior Notes Claims and Allowed General Unsecured Claims --
     will receive the following in full and final satisfaction of
     their Claims: (1) New Equity in the aggregate amount of $225
     million, (2) the first $12 million of Cash distributions that
     Apax Partners LP would be entitled to in its capacity as a
     Holder of Allowed Second Lien Claims and Allowed Senior Notes
     Claims, will be withheld from Apax and instead distributed to
     all non-Apax Holders of Allowed Second Lien Claims, Allowed
     Senior Notes Claims, Allowed General Unsecured Claims, and
     Allowed PIK Notes Claims.

   * The Other Unsecured Creditor Distribution will be allocated
     as follows:

     (a) 62.5% of the Other Unsecured Creditor Distribution will
         be distributed to the Holders of Second Lien Claims,
         including Apax; provided that the portion of the Second
         Lien Distribution consisting solely of the Withheld Apax
         Distribution will be shared Pro Rata amongst Holders of
         Second Lien Claims other than Apax;

    (b) (i) 37.5% of the Other Unsecured Creditor Distribution
        will be distributed to Holders of Senior Notes Claims,
        General Unsecured Claims, and Holders of PIK Notes Claims,
        pursuant to the terms of the Amended Plan; provided, among
        other things, that to the extent that recoveries to
        Holders of Allowed General Unsecured Claims against CLAI
        would exceed 7.2%.

   * PIK Notes Distribution. In full and final satisfaction of
     their Claims, Holders of PIK Notes Claims, will receive (1)
     to the extent that the Class of Holders of PIK Notes Claims
     votes to accept the Plan and the PIK Notes Indenture Trustee
     does not take any action on or after the PIK Settlement Date
     in the Chapter 11 Cases that is inconsistent with the Amended
     Plan or any agreements under the Plan Support Agreement,
     receive, on the Effective Date, its share of the PIK Notes
     Settlement Recovery Amount.

   * First Lien Claims Distribution. In full and final
     satisfaction of their Claims, Holders of First Lien Claims,
     including Apax, will receive (1) 100% of the New Equity,
     reduced by the New Equity distributed in the Other Unsecured
     Creditor Distribution, and subject to dilution by the
     Management Incentive Plan, (2) the New Debt Facility
     Consideration and (3) the Distributable Cash.

   * Apax Claims. The First Lien Claims, the Second Lien Claims,
     the Senior Notes Claims, and the Subordinated Notes Claims
     held by Apax and the Apax Fees will be permanently Allowed
     under the Amended Plan and not subject to challenge,
     reduction, recharacterization, defense, offset, or
     counterclaims.

   * Shareholder Agreement. The Shareholders Agreement and the
     other New Corporate Governance Documents will be reasonably
     acceptable to the "Required Consenting Lenders" and will not
     unreasonably and adversely affect any Holder of New Equity in
     the exercise of its rights as a Holder of New Equity.  The
     Shareholders Agreement will expressly identify Apax as the
     "15%" holder entitled to nominate and have elected one
     director and one board observer on the Effective Date, so
     long as Apax is entitled to at least 15% of the New Equity on
     account of its First Lien Claims as of the Effective Date.

   * Professional Fees. The Amended Plan will provide for the
     payment in full by the Debtors of all the reasonable and
     documented fees and expenses incurred in connection with the
     Chapter 11 cases by the Second Lien Indenture Trustee, the
     Consenting Second Lien Holders, the Senior Notes Indenture
     Trustee, the PIK Notes Indenture Trustee, and Centerbridge,
     collectively up to an amount of $20 million in the aggregate.
     The Amended Plan will also provide for the payment to Apax of
     $8 million in Cash in respect of its Claim for accrued fees
     and expenses in full and final satisfaction of all of Apax's
     Claims against the Debtors for accrued fees and expenses.


Bill Rochelle, the bankruptcy columnist for Bloomberg News,
pointed out that the stock distribution contemplated under the
Plan will be based on a $3.6 billion enterprise value for the
reorganized company.  The emerging company will be financed with a
new loan of $1.75 billion to $2 billion, including a $250 million
revolving credit not intended to be drawn initially, Mr. Rochelle
said.

The revised plan is supported by a "super majority" of the
affected creditor groups, Mr. Rochelle added, citing a company
statement.

In line with the revised Plan, the Debtors propose the following
deadlines with respect to solicitation and confirmation of the
Amended Plan:

   * February 7, 2014: Date for determining: (i) the Holders of
     Claims entitled to receive Supplemental Solicitation
     Packages; (ii) the Holders of Claims entitled to vote to
     accept or reject the Amended Plan; and (iii) whether Claims
     have been properly transferred to an assignee so that the
     assignee entitled to receive a Supplemental Solicitation
     Package can vote as the Holder of the Claim

   * February 13, 2014: Deadline to complete distribution of
     Supplemental Solicitation Packages

   * February 14, 2014: Deadline to distribute and publish
     Confirmation Hearing notice

   * February 23, 2014: Deadline to file Plan Supplement

   * March 10, 2014 at 4:00 p.m. (EDT): Deadline to file
     objections to confirmation of the Amended Plan

   * March 10, 2014 at 4:00 p.m. (EDT): Deadline to submit ballots
     voting for or against the Amended Plan

   * March 12, 2014 at 4:00 p.m. (EDT): Deadline to reply to
     objections to the Amended Plan

   * March 12, 2014: Deadline to file voting certification

   * March 13, 2014 at 8:30 a.m. (EDT): Hearing on confirmation of
     the Amended Plan

The Debtors also propose that a hearing on the global PSA be
scheduled for February 12, 2014 at 8:30 a.m. (ET).

A blacklined version of the Amended Plan, dated Feb. 7, 2014, is
available at http://bankrupt.com/misc/CENGAGEplan0207.pdf

The Amended Plan was filed by Jonathan S. Henes, Esq., Christopher
J. Marcus, Esq., and Christopher T. Greco, Esq., at KIRKLAND &
ELLIS LLP, in New York; and James H.M. Sprayregen, Esq., and Ross
M. Kwasteniet, Esq., in KIRKLAND & ELLIS LLP, in Chicago,
Illinois, on behalf of the Debtors.

                       About Cengage Learning

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

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

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

The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.


CENTRAL COVENTRY FIRE DISTRICT: Final Decision on Future Soon
-------------------------------------------------------------
Lauren Costa at the Coventry Patch reports that during the latest
Central Coventry Fire District hearing, Superior Court Judge Brian
P. Stern made it abundantly clear that a final decision regarding
the district's uncertain future must be made . . . . and soon.

Updates from both Special Master Rick Land and Fire Chief Andy
Baynes shed light on the foundering fire district's current status
in regards to equipment, personnel and finances -- all of which
were deemed concerning by Judge Stern, the report notes.

Chief Baynes said the status of the district's equipment is
"marginal" and "not very reliable", citing the fact that both the
district's reserve fire engine and rescue are currently out of
service for repair as just one example, the report relays.
When asked about the district's contingency plan in the event that
equipment breaks down, Mr. Baynes admitted that borrowing from
neighboring districts is common practice, but CCFD's near
inability to reciprocate, combined with budget cuts statewide,
make the situation even more difficult, the report discloses.

Mr. Baynes also summarized his staffing concerns, saying that by
June, when four CCFD members become eligible to retire, the
company could be brought down to 32 uniformed employees - down
from 45 in October 2012, the report relates.

The report notes that Special Master Land presented Judge Stern
with a summary of the district's finances, stating the district
currently has $1.48 million in the bank collected through tax
payments and rescue run recovery funds.  He estimated that the
district's weekly expenses average approximately $100,000 per
week, which includes salaries, benefits and vehicle repairs, among
other weekly necessities, the report relates.

When considering CCFD's various outstanding debts including
US$300,000 to the Town of Coventry and a minimum of $263,000 to
Kent County Water Authority, Land stated that the district
"certainly owes north of $1.5 million," the report notes.

The report says that on behalf of the district's Board of
Directors, Attorney Dave D'Agostino gave testimony highlighting
the board's most recent plans to cut costs and streamline CCFD's
financial books and records.  The report relates that board
members wish to discuss with Town officials the proposed
implementation of a town-wide street lighting plan as Central
Coventry taxpayers foot the bill for a large portion of the town's
street lights.  Mr. D'Agostino also shared the board's
consideration of a fee-per-call style of emergency service as a
cost-saving measure.

Despite the Board of Directors update, Judge Stern voiced his
concern that he has not seen enough progress since the board was
elected and charged with determining a contingency plan for the
district, the report adds.

Coventry, Rhode Island's central fire department district filed
for receivership in October 2012, after taxpayers voted down the
department's proposed budget in a meeting.  The fire department is
$1.6 million in the red and has failed to keep up payments for
health insurance to Blue Cross and Blue Shield of Rhode Island.
The department has 52 firefighters to cover 26 square miles of
Coventry.


CHARTER COMMS: To Nominate Full Slate for Time Warner Cable Board
-----------------------------------------------------------------
Shalini Ramachandran, Martin Peers and Liz Hoffman, writing for
The Wall Street Journal, reported that Charter Communications Inc.
plans this week to nominate a full slate of candidates for Time
Warner Cable Inc.'s 13-member board, say people familiar with the
situation, setting in motion one of the biggest recent hostile
takeover bids.

According to the report, Charter isn't likely to raise its offer
for TWC at the same time as putting forward the slate, the people
said, despite expectations among some investors of such a move.
Instead Charter is likely to wait a few weeks until later in the
proxy fight campaign before bumping the price, one of the people
said. Meanwhile it would likely continue trying to negotiate a
deal privately.

Charter, the fourth largest cable operator by subscribers, has
been attempting to bring Time Warner Cable, the second biggest
cable company, to the negotiating table for a merger deal since
late last spring, the report related.  It has made three offers so
far, the most recent at $132.50 a share, each rejected by TWC as
being too low. Time Warner Cable has said it wants a price of $160
a share and won't negotiate with Charter otherwise.

All 13 of Time Warner Cable's board members are up for re-election
at the annual meeting this spring, presenting Charter with a rare
opportunity among recent hostile bidders, to take control of the
board, the report further related.  Other hostile bids have been
hampered by staggered boards, in which only one-third of seats
open up each year. Men's Wearhouse Inc., for example, has said it
plans to nominate two directors at Jos. A. Bank Clothiers Inc.,
hoping to press a $1.6 billion takeover bid. But a win would be
largely symbolic. Because Jos. A. Bank's board is staggered, Men's
Wearhouse would have to win a second vote in 2015 to take control.

A central point of Charter's proxy campaign will be that its
candidates would, if elected to TWC's board, make a priority of
evaluating Charter's offer, the report pointed out.  A vote for
Charter's candidates, one of the people said, would therefore be a
vote for TWC to engage with Charter. The identities of Charter's
nominees couldn't be learned; the deadline for nominations is Feb.
15.

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

The Hon. James M. Peck presided over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, served as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, served as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, was the Debtors' conflicts counsel.
Ernst & Young LLP was the Debtors' tax advisors.  KPMG LLP was the
Debtors' independent auditor.  The Debtors' valuation consultants
were Duff & Phelps LLC; the Debtors' financial advisors were
Lazard Freres & Co. LLC; and the Debtors' restructuring
consultants were AlixPartners LLC.  The Debtors' regulatory
counsel was Davis Wright Tremaine LLP, and Friend Hudak & Harris
LLP.  The Debtors' claims agent was Kurtzman Carson Consultants
LLC.

Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on Oct. 15, 2009.

On Nov. 30, 2009, Charter Communications, Inc., announced that it
has successfully completed its financial restructuring, which
significantly improves the Company's capital structure by reducing
debt by approximately 40 percent, or approximately $8 billion.

Charter Communications, Inc., has emerged from Chapter 11 under
its pre-arranged Joint Plan of Reorganization, which was confirmed
by the United States Bankruptcy Court for the Southern District of
New York on Nov. 17, 2009.


CHESAPEAKE ENERGY: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Oklahoma City-based Chesapeake Energy Corp. to positive
from stable.  S&P affirmed its 'BB-' corporate credit rating on
the company.  S&P also affirmed the 'BB-' issue-level rating on
Chesapeake's senior unsecured notes; the recovery rating on these
notes is '3', which indicates S&P's expectation of meaningful (50%
to 70%) recovery in the event of a payment default.

The ratings on Chesapeake Energy Corp., which is one of the
largest independent oil and gas exploration and production (E&P)
companies in the world, reflect Standard & Poor's assessment of
the company's business risk profile as "satisfactory".  In
addition, S&P views the company's financial risk profile as
"aggressive."

Chesapeake is the second largest producer of natural gas in the
U.S. (behind ExxonMobil Corp.) and is also among the 15 largest
producers of liquids (oil and natural gas liquids).  The company
has among the largest U.S. onshore leasehold positions of any E&P
company, and it has been the leading driller of horizontal shale
wells globally.

"The rating could be raised within the next year if we came to
expect that debt reduction through asset sales would be sufficient
for the company to sustain debt to EBITDA of less than 3x," said
Standard & Poor's credit analyst Scott Sprinzen.  "Based on our
current expectations for oil and gas prices and Chesapeake's
production levels and operating costs, this likely would entail
debt reduction of at least several billion dollars.  The rating
could also be raised if Chesapeake demonstrated further progress
in improving its operating efficiency, overcoming legacy
commitments to third parties."

On the other hand, S&P could revise the outlook to stable if it
came to expect that significant de-leveraging is not forthcoming,
given some combination of a failure to complete asset sales,
operating setbacks, or a growth strategy that was more aggressive
than S&P now anticipates.


CHINA NATURAL GAS: Honest Best, Yong Hui Li Disclose Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Honest Best Int'l Ltd. and Yong Hui Li, both based in
Shijiazhuang, Hebei, in China, disclosed ownership of shares of
China Natural Gas Inc. Common Stock, $0.0001 par value.

Honest Best Int'l Ltd. disclosed beneficial ownership of 2,440,437
shares, representing 11.4% of the Company's common stock.

Yong Hui Li disclosed beneficial ownership of 2,660,437 shares,
representing 12.4% of the Company's common stock.

Honest Best Int'l Ltd. is a British Virgin Islands company.  Yong
Hui Li is a citizen of Canada.

                      About China Natural Gas

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP,
in Washington, D.C., represents the Petitioners as counsel.

China Natural Gas, Inc., sought dismissal of the involuntary
petition but in July 2013, it consented to the entry of an
order for relief under Chapter 11 of the U.S. Code.

China Natural Gas, Inc. obtained approval from the Court to employ
Warren Street Global, Inc. and to designate J. Gregg Pritchard as
Chief Restructuring Officer, nunc pro tunc as of Aug. 28, 2013.
It hired Schiff Hardin led by Louis T. DeLucia, Esq., as counsel.

In November, China Natural Gas Inc. said it has prepared a draft
creditor-payment plan and has a deal with a potential buyer
interested in some of its Chinese assets.

The Company's balance sheet at Sept. 30, 2013, showed $307.5
million in total assets, $87.71 million in total liabilities, and
stockholders' equity of $219.78 million.


CHINA NATURAL: Hearing on Plan Filing Extension Set for Feb. 25
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will hold a hearing on Feb. 25, 2014, at 11:00 a.m. (ET) to
consider China Natural Gas, Inc.'s motion for entry of an order
further extending the periods during which the Debtor has the
exclusive right to file a Chapter 11 plan by an additional 90
days, through and including May 5, 2014, and during which the
Debtor has exclusive right to solicit acceptances of that plan,
through and including July 7, 2014.

As reported by the Troubled Company Reporter on Nov. 22, 2013,
BankruptcyData reported that the Court previously extended, at the
behest of the Debtor, the exclusive period during which the Debtor
can file a plan and solicit acceptances thereof through and
including Feb. 4, 2014 and April 7, 2014, respectively.

The Debtor and its largest alleged creditor, the Abax Entities,
entered into and filed a protocol agreement, pursuant to which the
parties agreed to collaborate to explore the interests of any
third parties in a restructuring transaction, sharing expressions
of interest, creating a "Working Group" that would meet or confer
every week on developments and possible interested parties in a
restructuring transaction.

The Debtor said in a filing dated Feb. 3, 2014, that although it
is working to attract and identify interested parties willing to
either invest in the Debtor or to acquire assets of the Debtor in
the People's Republic of China, and has shared the identity of at
least three such parties with the Abax Entities, the Debtor and
its advisors need additional time to negotiate, document and file
any acceptable transaction.

The Debtor is focused on implementing a restructuring that
maximizes value for all stakeholders.  To that end, since the
Petition Date, the Debtor has taken a number of critical steps to
promote its restructuring, including, among other things, (i)
seeking and obtaining court approval of a critical SEC settlement
of pre-bankruptcy alleged securities violations; (ii) identifying
and retaining the CRO; and (iii) participating in discussions and
exchanging debt repayment proposals with its principal creditors.
In addition, the Debtor has worked with its attorneys defending
certain security class actions, Shearman & Sterling LLP, to bring
those matters to a conclusion that will facilitate any
restructuring, and will address the potential treatment of
claimants under a plan.

On Jan. 31, 2014, the bankruptcy case was reassigned to Judge Sean
H. Lane for administration.

                      About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP,
in Washington, D.C., represents the Petitioners as counsel.

China Natural Gas, Inc., sought dismissal of the involuntary
petition but in July 2013, it consented to the entry of an
order for relief under Chapter 11 of the U.S. Code.

The last regulatory filing listed assets as of June 30 of
$29.5 million and liabilities totaling $82.5 million.


COLLEGE WAY: Court Approves Hiring of Iwama Law as Counsel
----------------------------------------------------------
College Way Commercial Plaza, LLC sought and obtained
authorization from the Hon. Brian D. Lynch of the U.S. Bankruptcy
Court for the Western District of Washington at Tacoma to employ
Masafumi Iwama, Esq., and Iwama Law Firm as Chapter 11 counsel.

The Debtor requires Iwama Law to:

   (a) take all actions necessary to protect and preserve Debtor's
       bankruptcy estate, including the prosecution of actions on
       the Debtor's behalf.  To undertake, in conjunction as
       appropriate with special litigation counsel, the defense of
       any action commenced against the Debtor, negotiations
       concerning litigation in which the Debtor is involved,
       objections to claims filed against the Debtor in this
       bankruptcy case, and the compromise or settlement of
       claims;

   (b) prepare the necessary applications, motions, memoranda,
       responses, complaints, answers, orders, notices, reports
       and other papers required from the Debtor as debtors-
       in-possession in connection with administration of this
       case; and

   (c) negotiate with creditors concerning a Chapter 11 plan, to
       prepare a Chapter 11 plan and disclosure statement and
       related documents, and to take the steps necessary to
       confirm and implement the proposed plan.

Iwama Law will be paid at these hourly rates:

       Attorney                   $300
       Senior Paralegal           $135
       Legal Secretary            $60

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

Masafumi Iwama has been paid during the one year period prior to
filing, fees of $1,213 as the filing fee.  Masafumi Iwama received
$8,787 for this Chapter 11 case prior to filing.  Iwama Law has
received a total of $10,000.00 pre-petition and there is no
remaining balance in the client trust account.  The filing fee has
been paid to Masafumi Iwama and it was paid from the Client Trust
Account at the time of filing

Masafumi Iwama 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.

Iwama Law can be reached at:

       Masafumi Iwama, Esq.
       IWAMA LAW FIRM
       333 5th Ave. S.
       Kent, WA 98032
       Tel: (253) 520-7671
       Fax: (253) 520-7326

            About College Way Commercial Plaza, LLC

College Way Commercial Plaza, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Wash Case No. 13-47724) on Dec. 19, 2013.
The petition was signed by Sherwood B Korssjoen as member and
manager.  The Debtor disclosed $29,160,000 in assets and
$21,444,155 in liabilities as of the Chapter 11 filing.  Masafumi
Iwama, Esq., at Iwama Law Firm, serves as the Debtor's counsel.
Judge Brian D Lynch presides over the case.


COMMONWEALTH EDISON: Fitch Hikes Preferred Stock Rating From 'BB+'
------------------------------------------------------------------
Fitch Ratings has taken a number of actions with respect to the
ratings and Rating Outlooks of Exelon Corp. (EXC) and its
subsidiaries.

The ratings actions include the following:

-- Affirmed the 'BBB+' Issuer Default Ratings (IDR) and
    instrument ratings of Exelon Corp. (EXC) and Exelon Generation
    Co., LLC (Exgen) and revised the Rating Outlook for each
    entity to Negative from Stable.

-- Upgraded the IDR of Commonwealth Edison Co. (Comed) to 'BBB'
    from 'BBB-' and revised the Rating Outlook to Stable from
    Positive. Comed's instrument ratings were also upgraded one-
    notch.

-- Affirmed the 'BBB' IDR and instrument ratings of Baltimore Gas
    and Electric Co. (BGE) and revised the Rating Outlook to
    Positive from Stable.

-- Affirmed the 'BBB+' IDR and instrument ratings of PECO Energy
    Co. (PECO) with a Stable Rating Outlook.

The Negative Rating Outlooks for EXC and Exgen primarily reflect
the continued down trend in gross margin and credit protection
measures due to the on-going weakness in forward power and natural
gas prices, soft power demand and aggressive competition in the
retail supply business. Exgen remains the largest contributor to
EXC's cash flow and as such the Negative Ratings Outlook for EXC
mirrors that of its non-regulated subsidiary. The revised Rating
Outlook also considers that credit protection measures, although
declining remain solidly within the investment grade category.

The upgrade of Comed reflects the improvement in credit metrics
due in large measure to tariff increases over the past several
years and the greater predictability of earnings and cash flow due
to the implementation of a formula rate plan (FRP) in Illinois.

Similarly, the Positive Rating Outlook for BGE results from higher
rates and improving credit measures.

The rating and Stable Rating Outlook for PECO are consistent with
the company's strong credit profile.

Key Rating Drivers

Exelon Corp.

Competitive Generation Business: Low power prices, weak demand and
aggressive competitive pricing behavior have adversely affected
wholesale and retail margins and are expected by Fitch to persist
for several more years keeping pressure on credit quality
measures.

Utility Earnings Contribution: The consolidated ratings also
consider the contributions of EXC's three regulated utilities,
which account for about 50% of consolidated earnings and cash
flow. The utilities have sound and/or improving credit profiles,
limited commodity price risk and a relatively predictable earnings
stream, balancing the more volatile earnings and cash flow of the
commodity sensitive merchant business.

Prudent Financial Management: Management has taken a number of
steps over the past 15-months to reduce financial commitments and
solidify credit quality in the face of persistently low power
prices that are pressuring wholesale and retail profit margins.
The credit supportive actions include substantial reductions in
merchant capex and the common stock dividend. Consequently,
financial metrics are expected by Fitch to remain solidly within
the investment grade category. In February 2013, EXC reduced its
common stock dividend by 40%, saving nearly $750 million annually.
The dividend reduction followed a $2.3 billion reduction in
merchant capex that have subsequently been further reduced.

Financial Position: The combined reductions of the common stock
dividend and capex have solidified EXC's financial position. Fitch
estimates EXC's adjusted ratio of funds from operations
(FFO)/interest to be in excess of 6.0x over the next several years
and FFO/debt to approximate 30%.

Liquidity: Liquidity is ample and debt maturities should be
manageable. On a consolidated basis committed credit facilities
aggregate $8.4 billion, and extend to 2018.

Rating Sensitivity

Positive

-- Other than an unexpected change in business strategy (i.e.
   additional sources of regulated earnings and cash flow),
   positive rating action at the parent is unlikely at the present
   rating level.

Negative

-- Lack of rate support for utility infrastructure investments or
   changes in the commodity cost recovery provisions in Illinois,
   Pennsylvania or Baltimore.

-- More aggressive growth strategy that increased business risk
   and/or leverage.

-- Increase in risk appetite as evidenced by change in hedging
   strategy at Exgen.

Exelon Generation Company, LLC

Operating environment: The operating environment for Exgen's
competitive generation business is expected to remain challenging
with sluggish demand and low natural gas and power prices likely
to persist for several years with a downtrend in gross margin.
Favorably, Exgen is expected to be free cash flow (FCF) positive
due to reduced capex and dividend requirements, easing the
pressure on cash flow and credit quality measures during a low
point in the commodity cycle.

Competitive Position: Exgen's largely nuclear-fueled generating
fleet is positioned low on the dispatch curve and likely to be
dispatched under any price scenario. The nuclear fleet is also
well positioned to benefit from any uplift in power prices from
higher environmental costs or plant retirements and requires
limited environmental remediation expenditures. Nonetheless,
several nuclear plants operating in regions without a capacity
market are at risk for closure.

Expense Reductions: Exgen entered into a service agreement to
operate the Constellation Energy Nuclear Group (CENG) nuclear
fleet that is expected by management to generate annual savings of
roughly $50 million-$70 million annually (Exgen's share is 50%)
with a $20 million cost to achieve. NRC approval is required. CENG
is a joint venture with Electricite de France. The transaction is
expected to close late in 2014 Q1 or early Q2.

Financial Position: Exgen's financial position has weakened in
recent years, but remains solidly within the investment grade
category. Fitch expects expense and debt reductions to offset on-
going declines in gross margin and stabilize credit metrics at or
near current levels. Fitch estimates Exgen's adjusted ratio of
EBITDA/interest to range between 5.5x and 6.0x and debt/EBITDA at
about 2.5x-2.75x. Cash flow measures are expected to be stronger
with FFO/debt to be in excess of 40% and FFO/interest to exceed
7.0x.

Debt Reduction: Since the dividend reduction Exgen has retired
$950 million of recourse debt with cash including $450 million of
callable junior subordinated debt at par in June 2013 and $500
million of maturing senior debt in January 2014. Additional debt
retirements are anticipated in 2015.

Revised Growth Plan: Planned capital expenditures were reduced
$2.3 billion and now aggregate $6.8 billion over the 2014-2016
time frame. The reductions were primarily investments in
unidentified renewable projects and cancelling planned nuclear
uprates at the LaSalle and Limerick units, totaling nearly 600 MW
to beyond 2019. Over the three-year period through 2016, growth
capex is now about $775 million for nuclear uprates and wind and
solar projects, including the build-out of the Antelope Valley
Solar Ranch (AVSR). Exgen will also be investing approximately
$350 million to construct generation in Maryland required as part
of the Constellation merger approval. Fitch believes other
investments are likely, but will be limited to contracted
renewables or possibly distressed merchant assets in regions that
have a well-functioning capacity market and/or a tight reserve
position.

Rating Sensitivity

Positive:

-- There are no developments that are likely to lead to a
    positive rating action.

-- However, ratings could be maintained if there is clear
    evidence of a sustainable improvement in power prices and/or
    capacity revenue.

Negative:

-- A further decline in gas and power prices;
-- An unexpected reversion to a more aggressive growth strategy.

Commonwealth Edison Co.

Strong Credit Metrics: Higher rates effective Jan. 1, 2014 and the
FRP plan that allows for annual rate adjustments should allow
Commonwealth Edison Co. (Comed) to sustain its currently sound
financial position over the next few years. Fitch estimates
EBITDA/interest will average about 5.0x, FFO/interest 4.5x,
FFO/debt 18% - 20% and debt/EBITDA about 3.75x over the next
several years. Each measure is strong for the current rating.

Regulatory Predictability: The FRP implemented in October 2011
provides increased regulatory predictability in Illinois. The FRP
recognizes forward looking capital additions and includes a true-
up mechanism reducing, albeit not eliminating, rate lag.

Constructive Rate Decision: In December 2013, the Illinois
Commerce Commission approved a $341 million increase in
distribution rates or approximately 97% of the company's rate
request.

Commodity Price Exposure: Ratings and credit quality benefit from
the absence of commodity price exposure, which limits cash flow
volatility and reduces business risk.

Rising Capex: Capital expenditures are forecasted to rise to
approximately $5.7 billion over the three-year period 2014-2016,
compared to $3.7 billion in the prior three-year period. The
higher outlays are primarily driven by the Illinois Energy
Infrastructure Modernization Act (EIMA), which requires Comed to
invest an incremental $1.3 billion on electric system upgrades
over five years and an additional $1.3 billion for smart grid
deployment over 10 years. The legislation provides for recovery
through the FRP filings. The capex forecast also reflects an
increase in transmission expenditures, which are subject to credit
supportive Federal Energy Regulatory Commission (FERC) regulatory
policies.

Like-Kind-Exchange: Comed's exposure to the IRS's disallowance of
the tax benefits associated with a like-kind-exchange is a credit
concern, however, the issue is not likely to be resolved for
several years and was not factored into the rating decision. As of
Sept. 30, 2013, Comed's potential tax and interest that could
become payable, excluding penalties, is $305 million.

Rating Sensitivity

Positive:

-- A continuation of constructive outcomes in FRP filings;

-- Ability to reduce leverage below 3.5x.

Negative:

  -- Lack of rate support for infrastructure investments or
     changes in the commodity cost recovery provisions.

PECO Energy Co.

Strong Credit Profile: Historical and projected credit measures
are strong and well in excess of Fitch's target ratios for the
current rating category and the companies' peer group of 'BBB+'
distribution utilities. Over the next few years, Fitch estimates
EBITDA/interest and FFO/interest will average about 7.0x and 6.0x,
respectively and FFO/debt and debt/EBITDA about 20% and 3.0x. The
strong performance reflects expectations of timely rate recovery
and moderate debt financing.

Alternative Regulatory Model: Fitch considers the regulatory
legislation enacted in Pennsylvania in February 2012 (HB 1294) to
be supportive of credit quality.

Manageable Capital Spending: PECO expects to invest approximately
$1.6 billion over the next three years, moderately higher than the
$1.4 billion expended in the prior three-years. The expenditures
equate to about 2.2x depreciation and amortization, which
approximates the industry in average.

Low business Risk: Ratings and credit quality benefit from the
absence of commodity price exposure and the associated cash flow
volatility.

Rating Sensitivity

PECO Energy Company

Positive:

-- Sustaining current financial condition could lead to a
    positive rating action.

Negative:

-- Not likely given the head room in current ratings.

Baltimore Gas and Electric Company

Credit Metrics: BGE's financial position improved significantly in
2013 largely due to electric and gas rate increases implemented in
February 2013, the first increases since December 2010 and the
expiration of a $112 million rate credit. Subsequent electric and
gas rate increases implemented in December 2013 are expected to
drive further improvement in 2014 and beyond. Fitch estimates
EBITDA/interest and FFO/interest to exceed 6.0x and FFO/debt and
debt/EBITDA of about 25% and 2.5x, respectively.

Dividend Restrictions: BGE is precluded from paying dividends to
parent Exelon Corp. (Exelon) through 2014

Regulatory Recovery Mechanisms: Rate adjustment mechanisms outside
of base rate cases tend to stabilize BGE's on-going cash flow.
These include decoupling for both residential and commercial gas
and electricity sales and purchased gas and purchased power
recovery mechanisms. In addition, investments in energy efficiency
are subject to a tracking mechanism.

Ring-fencing: BGE's funding and Treasury practices result in
moderate ring fencing of the utility from its parent Exelon Corp.
and affiliates. These include maintaining separate books and
records and separate credit facilities and commercial paper
programs and allocating parent expenses according to a Cost
Allocation Manual that is filed annually with the Maryland Public
Service Commission (MPSC). Also, BGE does not participate in the
corporate money pool. Furthermore, BGE's financings do not contain
any provisions that could result in cross defaults between BGE and
Exelon.

Rating Sensitivity

Positive:

-- A constructive outcome in expected 2014 rate filing.

Negative:

-- Lack of rate support for infrastructure investments or changes
    in the commodity cost recovery provisions.

Fitch has affirmed the following ratings with a Negative Outlook:

Exelon Corp.

-- Issuer Default Rating (IDR) 'BBB+';
-- Senior unsecured debt 'BBB+';
-- Commercial paper 'F2';
-- Short-term IDR 'F2'.

Exelon Generation Co., LLC

-- Issuer Default Rating (IDR) 'BBB+';
-- Senior unsecured debt 'BBB+';
-- Commercial paper 'F2';
-- Short-term IDR 'F2'.

Fitch has affirmed the following ratings with a Positive Outlook:

Baltimore Gas and Electric Company

-- Issuer Default Rating (IDR) 'BBB;
-- First mortgage bonds 'A-';
-- Senior unsecured debt 'BBB+';
-- Pollution control revenue bonds 'BBB+'
-- Preferred stock to 'BBB-';
-- Short-term IDR 'F2';
-- Commercial paper 'F2'.

Fitch has upgraded the following ratings with a Stable Outlook:

Commonwealth Edison Company

-- Issuer Default Rating (IDR) to 'BBB' from 'BBB-;
-- First mortgage bonds to 'A-' from 'BBB+';
-- Senior unsecured debt to 'BBB+' from 'BBB';
-- Preferred stock to 'BBB-' from 'BB+';
-- Short-term IDR to 'F2' from 'F3';
-- Commercial paper to 'F2' from 'F3'.

ComEd Financing Trust III

-- Preferred stock to 'BBB-' from 'BB+'.

Fitch has affirmed the following ratings with a Stable Outlook:

PECO Energy Co.

-- Issuer Default Rating (IDR) 'BBB+';
-- First mortgage bonds 'A';
-- Senior unsecured debt 'A-';
-- Commercial paper 'F2';
-- Short-term IDR 'F2'.

PECO Energy Capital Trust III
-- Preferred stock 'BBB'.

PECO Energy Capital Trust IV

-- Preferred stock 'BBB'.


COMMUNITY HOME: Chapter 11 Trustee Hires Jones Walker as Counsel
----------------------------------------------------------------
Kristina M. Johnson, the Chapter 11 trustee of the estate of
Community Home Financial Services, Inc. asks for permission from
the U.S. Bankruptcy Court for the Southern District of Mississippi
to employ Jones Walker LLP as counsel, nunc pro tunc to Jan. 8,
2014.

The Trustee requires John Walker to:

   (a) prepare and file any amendments to the Schedules and
       Statement of Financial Affairs;

   (b) advise the Trustee with respect to her powers and duties as
       Trustee and in the continued management operation of the
       Debtor's business;

   (c) advise the Trustee with respect to the administration of
       the Debtor's estate;

   (d) attend meetings and negotiate with representatives of
       creditors, counter parties to executory contracts and
       unexpired leases to which the estate is a party, and other
       parties in interest;

   (e) advise the Trustee and consult on the conduct of the case,
       including all of the legal and administrative requirements
       of operating in Chapter 11;

   (f) take all necessary action to protect and preserve the
       Chapter 11 estate, including investigation of potential
       causes of action possessed by the estate, the prosecution
       of civil actions by the estate, defense of any civil
       commenced against the estate, adversary proceedings and
       contested matters involving the estate, negotiating
       concerning all litigation in which the Chapter 11 estate is
       involved, evaluations of claims and liens of various
       creditors, and, where appropriate, to object to such claims
       or liens against the estate or its property;

   (g) prepare on behalf of the Trustee all motions, applications,
       responses, answers, orders, and other pleadings, as well as
       agreements, reports, accounts, and other documents and
       papers necessary for the administration of the estate;

   (h) advise and consult with the Trustee and other professionals
       she may retain in connection with any sale of the Debtor's
       assets, as well as with any disclosure statement and plan
       of reorganization or liquidation, and to represent the
       Trustee in any matter arising out of, related to or in
       connection with such plan, disclosure statement, and all
       related agreements or documents, as well as any matters
       that are necessary for the confirmation, implementation or
       consummation of such plan; and

   (i) perform all other necessary legal services and provide all
       other necessary legal advice to the Trustee in connection
       with all aspects this Chapter 11 case.

John Walker will be paid at these hourly rates:

       Patrick R. Vance, Partner (New Orleans)      $450
       Elizabeth J. Futrell, Partner (New Orleans)  $415
       Ellis Brazeal, Partner (Birmingham)          $390
       Jeffrey R. Barber, Partner (Jackson)         $340
       Kristina M. Johnson, Partner (Jackson)       $340
       Patrick McCune, Associate (Baton Rouge)      $250
       Lindsey Dowdle, Associate (Jackson)          $220
       Kilby Brabston, Legal Assistant (Jackson)    $155

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

Jeffrey R. Barber, partner of Jones Walker, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court for the Southern District of Mississippi will hold a
hearing on the engagement on March 4, 2014, at 2:30 p.m.

Jones Walker can be reached at:

       Jeffrey R. Barber, Esq.
       JONES WALKER LLP
       190 East Capitol St., Suite 800
       P.O. Box 427
       Jackson, MS 39205-0427
       Tel: (601) 949-4765
       Fax: (601) 949-4804
       E-mail: jbarber@joneswalker.com

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.

The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as
Chapter 11 counsel.  Wells Marble was terminated Nov. 13, 2013.
The Debtor is now being represented by:

     Derek A. Henderson, Esq.
     1765-A Lelia Drive, Suite 103
     Jackson, MS 39216
     Tel: 601-948-3167
     E-mail: Derek@derekhendersonlaw.com

In 2013, the Debtor sought to employ David Mullin, Esq., at Mullin
Hoard & Brown LLP, as special counsel.

On Aug. 8, 2013, the Court approved the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Jan. 29,
2013.


COMMUNITY HOME: Ch.11 Trustee's "Disinterestedness" Questioned
--------------------------------------------------------------
Community Home Financial Services Inc. and creditor William D.
Dickson ask the U.S. Bankruptcy Court for the Southern District of
Mississippi to alter or amend the order approving the appointment
of Kristina M. Johnson as Chapter 11 trustee for the Debtor's
bankruptcy case.

The Debtor and Mr. Dickson tell the Court that Ms. Johnson is
presently partner of Jones Walker LLP, which has pre-existing and
continuing attorney-client relationship with Robert A. Cunningham
and his firm Grantham Poole.  Mr. Cunningham and Grantham Poole
were retained by the Debtor to render independent expert
accounting services on July 11, 2013.  Mr. Cunningham has worked
to keep critical evidences which directly support the Debtor's
objections to the proofs of claim of two creditors, Edwards Family
Partnership and Beher Holdings Trust.

The Debtor and Mr. Dickson tell the Court the motion was filed to
address all issues relating to the disinterestedness of Ms.
Johnson as Chapter 11 trustee, including, without limitations,
findings and conclusions expressly addressing the particular
circumstances of the case:

     -- whether Ms. Johnson is disinterested in light of her
        relationship with Jones Walker and the relationships
        that she and/or Jones Walker have with Mr. Cunningham and
        Grantham Poole;

     -- whether Ms. Johnson's partnership in Jones Walker and the
        relationship that Jones Walker has with Mr. Cunningham and
        Grantham Poole make her and/or Jones Walker interested
        parties who are not "disinterested"; and

     -- whether Ms. Johnson's subsequent and intervening motion
        to employ Jones Walker makes her and/or Jones Walker an
        interested party who is not "disinterested" due to the
        relationships that Ms. Johnson and Jones Walker have with
        Mr. Cunningham and Grantham Poole, and for any other
        relief that the Court deems appropriate.

A full-text copy of the request of Community Home and William
Dickson is available for free at http://is.gd/szwRG4

Mr. Dickson is represented in the case by:

     Eileen N. Shaffer, Esq.
     401 E. Capitol Street #316
     Jackson, MS 39201
     Tel: 601-969-3006
     E-mail: enslaw@bellsouth.net

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.

The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as
Chapter 11 counsel.  Wells Marble was terminated Nov. 13, 2013.
The Debtor is now being represented by Derek A. Henderson, Esq.,
in Jackson, Miss.  In 2013, the Debtor sought to employ David
Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel.

On Aug. 8, 2013, the Court approved the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Jan. 29,
2013.


CONSTAR INT'L: Gets Court OK to Hire Prime Clerk as Admin. Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Constar International Holdings LLC and its debtor-affiliates to
employ Prime Clerk LLC as administrative advisor, nunc pro tunc to
the Dec. 19, 2013 petition date.

As reported in Troubled Company Reporter on Jan. 10, 2014, the
Debtors require Prime Clerk to:

   (a) assist with, among other things, solicitation, balloting
       and tabulation of votes, and prepare any related reports,
       as required in support of confirmation of a Chapter 11
       plan, and in connection with such services, process
       requests for documents from parties in interest, including,
       if applicable, brokerage firms, bank back-offices and
       institutional holders;

   (b) prepare an official ballot certification and, if necessary,
       testify in support of the ballot tabulation results;

   (c) assist with the preparation of the Debtors' schedules of
       assets and liabilities and statements of financial affairs
       and gather data in conjunction therewith;

   (d) provide a confidential data room, if requested;

   (e) manage and coordinate any distributions pursuant to a
       Chapter 11 plan; and

   (f) provide such other processing, solicitation, balloting and
       other administrative services described in the Engagement
       Agreement.

Prime Clerk will be paid at these hourly rates:

       Director of Solicitation        $225
       Solicitation Analyst            $200
       Senior Case Manager             $190
       Case Manager                    $165
       Analyst                         $135
       Technology Consultant           $125
       Clerk                           $45

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

Prior to the petition date, the Debtors provided Prime Clerk a
retainer in the amount of $25,000.

Michael J. Frishberg, co-president and chief operating officer of
Prime Clerk, 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.

Shai Waisman, the CEO and Co-Founder of Prime Clerk, was a former
business finance and restructuring partner at Weil Gotshal.

Prime Clerk can be reached at:

       Michael J. Frishberg
       Shai Y. Waisman
       PRIME CLERK LLC
       830 Third Avenue, 9th Floor
       New York, NY 10022
       Tel: (212) 257-5450
       E-mail: swaisman@primeclerk.com

                    About Constar International

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

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

The 2013 petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.

Judge Christopher S. Sontchi oversees the 2013 case.

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

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

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


CONSTAR INT'L: Can Hire Young Conaway as Attorneys
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Constar International Holdings LLC and its debtor-affiliates to
employ Young Conaway Stargatt & Taylor, LLP as attorneys, nunc pro
tunc to the Dec. 19, 2013 petition date.

As reported in Troubled Company Reporter on Jan. 10, 2014, the
Debtors require Young Conaway to:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors in possession in the continued
       operation of their business, management of their
       properties, and sale of their assets;

   (b) prepare and pursue confirmation of a plan and approval of a
       disclosure statement;

   (c) prepare on behalf of the Debtors necessary applications,
       motions, answers, orders, reports and other legal papers;

   (d) appear in Court to protect the interests of the Debtors
       before the Court; and

   (e) perform all other legal services for the Debtors which may
       be necessary and proper in these proceedings.

Young Conaway will be paid at these hourly rates:

       Robert S. Brady, partner           $765
       Sean T. Greecher, partner          $475
       Maris J. Kandestin, associate      $430
       Elizabeth S. Justison, associate   $280
       Chad A. Corazza, paralegal         $160

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

Young Conaway received a retainer in the amount of $75,000 on
Dec. 5, 2013, plus filing fees in the amount of $12,130, which
were paid on Dec. 12, 2013, in connection with the planning and
preparation of initial documents and Young Conaway's proposed
post-petition representation of the Debtors.  A part of the
retainer has been applied to any additional outstanding balances
existing as of the petition date.  The remainder will constitute a
general retainer as security for post-petition services and
expenses incurred during the Chapter 11 cases.

Robert S. Brady, Esq., partner at Young Conaway, 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.
Young Conaway can be reached at:

       Robert S. Brady, Esq.
       YOUNG CONAWAY STARGATT & TAYLOR, LLP
       1000 N. King Street, Rodney Square
       Wilmington, DE 19801
       Tel: (302) 571-6600
       Fax: (302) 571-1253
       E-mail: rbrady@ycst.com

                    About Constar International

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

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

The 2013 petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.

Judge Christopher S. Sontchi oversees the 2013 case.

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

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

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


CONSTAR INT'L: Court Approves Dechert LLP as Attorneys
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Constar International Holdings LLC and its debtor-affiliates to
employ Dechert LLP as attorneys, nunc pro tunc to the Dec. 19,
2013 petition date.

As reported in the Troubled Company Reporter on Jan. 10, 2014, the
Debtors require Dechert LLP to:

   (a) advise the Debtors with respect to their powers and duties
       as debtors in possession in the continued management and
       operation of their businesses and properties;

   (b) advise and consult on the conduct of these Chapter 11
       cases, including all of the legal and administrative
       requirements of operating in Chapter 11;

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

   (d) take all necessary actions to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending any action commenced against the
       Debtors, and representing the Debtors in negotiations
       concerning litigation in which the Debtors are involved,
       including objections to claims filed against the Debtors'
       estates;

   (e) prepare pleadings in connection with these Chapter 11
       cases, including motions, applications, answers, orders,
       reports, and papers necessary or otherwise beneficial to
       the administration of the Debtors' estates;

   (f) represent the Debtors in connection with obtaining
       authority to continue using cash collateral and post-
       petition financing;

   (g) advise the Debtors in connection with any potential sale of
       assets;

   (h) appear before the Court and any appellate courts to
       represent the interests of the Debtors' estates;

   (i) advise the Debtors regarding tax matters;

   (j) take any necessary action on behalf of the Debtors to
       negotiate, prepare and obtain approval of a disclosure
       statement and confirmation of a Chapter 11 plan and all
       documents related thereto; and

   (k) perform all other necessary legal services for the Debtors
       in connection with the prosecution of these Chapter 11
       cases, including: (i) analyzing the Debtors' leases and
       contracts and the assumption and assignment or rejection
       thereof; (ii) analyzing the validity of liens against the
       Debtors; and (iii) advising the Debtors on corporate and
       litigation matters.

Dechert LLP will be paid at these hourly rates:

       Michael J. Sage               $1,050
       Brian E. Greer                $780
       Stephen M. Wolpert            $675
       Janet B. Doherty              $620
       Deborah S. Sohn               $450
       Andrew Harmeyer               $405
       Partners                      $650-$1,200
       Associates                    $405-$750
       Paraprofessionals             $205-$405

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

During the 12-month period prior to the commencement of these
cases, Dechert LLP received an aggregate of $1,421,520.44 for
professional services performed and reimbursement of expenses
incurred in connection with Dechert LLP's representation of the
Debtors.

Within 90 days prior to the petition date, Dechert LLP received
$1,421,520.44 including $1,420,000 in advance retainers.  As of
the petition date, Dechert LLP holds approximately $200,000 of an
advance retainer, subject to continuing reconciliation.

Michael J. Sage, Esq., partner at Dechert LLP, 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.

Dechert LLP can be reached at:

       Michael J. Sage, Esq.
       DECHERT LLP
       1095 Avenue of the Americas
       New York, NY 10036
       Tel: (212) 698-3500
       Fax: (212) 698-3599

                    About Constar International

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

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

The 2013 petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.

Judge Christopher S. Sontchi oversees the 2013 case.

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

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

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


CONSTAR INT'L: May Hire Lincoln Partners as Financial Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Constar International Holdings LLC and its debtor-affiliates to
employ Lincoln Partners Advisors LLC as financial advisor, nunc
pro tunc to the Dec. 19, 2013 petition date.

As reported in the Troubled Company Reporter on Jan. 10, 2014,
pursuant to the engagement letter, Lincoln Advisors will provide
financial advisory services if requested by the Debtors with
respect to a Sale Transaction or Restructuring Transaction.  In
connection with a Sale Transaction, Lincoln Advisors will assist
the Debtors with:

   (a) identifying potential parties who might be interested in
       entering into a Sale Transaction;

   (b) assisting with the preparation of an information memorandum
       for delivery to potential parties to a Sale Transaction
       describing the Debtors, and business and the assets to be
       sold;

   (c) formulating and recommending a strategy for pursuing a
       potential Sale Transaction and maximizes return to the
       Debtors;

   (d) contacting and eliciting interest from potential parties to
       a Sale Transaction;

   (e) conveying information desired by potential parties to a
       Sale Transaction;

   (f) reviewing and evaluating potential parties to a Sale
       Transaction;

   (g) reviewing and analyzing proposals regarding a potential
       Sale Transaction;

   (h) advising the board and sub-committees thereof with respect
       to the consideration, terms, conditions and value of a
       potential Sale Transaction; and

   (i) advising and assisting the Debtors with respect to
       executing a Sale Transaction through its closing.

With respect to a Restructuring Transaction, Lincoln Advisors will
assist the Debtors with:

   (a) developing a restructuring plan;

   (b) structuring any securities to be issued pursuant to the
       restructuring plan;

   (c) negotiating the restructuring plan with lenders, creditors
       and other interested parties;

   (d) developing a plan of reorganization; and

   (e) participating in hearings before the relevant bankruptcy
       court, if applicable, with respect to matters upon which
       Lincoln Advisors has provided advice, including, as
       relevant, coordinating with the Debtors' legal counsel with
       respect to testimony in connection herewith.

The Debtors will pay Lincoln Advisors non-refundable cash fees of
$50,000 per month ("Monthly Fee").  Where 100% of the initial
retainer and the monthly fees paid to Lincoln Advisors will be
credited against any Sale Transaction Fee and 50% of the Monthly
Fees paid to Lincoln Advisors will be credited against any
Restructuring Transaction Fee payable by the Debtors.

In the event of a Sale Transaction, the Debtors will pay Lincoln
Advisors a transaction fee equal to 1% of the Enterprise Value up
to and including $125,000,000 and 2% of Enterprise Value in excess
of $125,000,000 less 100% of the initial retainer and monthly fees
paid to Lincoln Advisors ("Sale Transaction Fee").  The minimum
sale transaction fee shall be $800,000 and the Sale Transaction
Fee shall be due and payable in cash at the time of the actual
closing of the Sale Transaction directly from the proceeds of such
transaction before application or distribution to any stakeholder
of the Debtors.

In the event of a Restructuring Transaction, the Debtors will
compensate Lincoln Advisors with a transaction fee equal to
$800,000 ("Restructuring Transaction Fee").  The Restructuring
Transaction Fee shall be due and payable in cash at the time of
the closing of the Restructuring Transaction.

Lincoln Advisors will also be reimbursed for reasonable out-of-
pocket expenses incurred.  Lincoln Advisors will not incur
expenses in excess of $10,000 in any monthly billing period or
$75,000 in the aggregate without prior written consent of the
Debtors.

Lincoln Advisors has received a $50,000 initial retainer in
connection with the financial advisory services provided to the
Debtors which covered the first month of services from Oct. 10,
2013 through Nov. 9, 2013.  Lincoln Advisors has also received a
Monthly Fee which covered the time period of Nov. 10, 2013 through
Dec. 9, 2013 and an additional Monthly Fee which covered Dec. 10,
2013 through Jan. 9, 2014.  In addition, on Dec. 6, 2013, Lincoln
Advisors received a retainer of $50,000 to be applied to any
prepetition amounts outstanding for reasonable expenses incurred
in conjunction with the performance of services pursuant to the
engagement letter and Lincoln Advisors will credit any remaining
balance towards any post-petition fees and expenses incurred and
approved by the Court.

During the 90 days immediately preceding the petition date,
Lincoln Advisors received $200,000 in connection with services
provided to the Debtors, which includes the Initial Retainer and
Monthly Fees and the retainer.

Alexander W. Stevenson, managing director of Lincoln Partner
Advisors LLC, 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.

Lincoln Advisors can be reached at:

       Alexander W. Stevenson
       LINCOLN PARTNER ADVISORS LLC
       633 West Fifth Street, Suite 6650
       Los Angeles, CA 90071
       Tel: (213) 283-3710
       E-mail: astevenson@lincolninternational.com

                    About Constar International

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

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

The 2013 petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.

Judge Christopher S. Sontchi oversees the 2013 case.

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

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

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


COTTONWOOD ESTATES: Wants to Hire Miller Guymon as Counsel
----------------------------------------------------------
Cottonwood Estates Development, LLC seeks permission from the Hon.
R. Kimball Mosier of the U.S. Bankruptcy Court for the District of
Utah to employ Miller Guymon, P.C. as counsel.

The Debtor requires Miller Guymon to:

   (a) advise the Debtor of its rights, powers and duties as
       Debtor and debtor in possession;

   (b) assist the Debtor in taking necessary actions to protect
       and preserve the estate of the Debtor, including
       prosecution of actions on the Debtor's behalf, the defense
       of actions commenced against the Debtor, negotiation of
       disputes in which the Debtor is involved, and the
       preparation of objections of claims filed against the
       estate;

   (c) assist in preparing, on behalf of the Debtor, all necessary
       motions, applications answers, orders, reports, and papers
       in connection with the administration of the Debtor's
       estate;

   (d) assist in presenting, on behalf of the Debtor, the Debtor's
       proposed plan of reorganization and all related
       transactions and any related revisions, amendments, etc.;
       and

   (e) perform all other necessary legal services in connection
       with the Chapter 11 case.

Miller Guymon has received a $66,632.48 retainer, from which it
used $1,213 to pay the filing fee, resulting in a remaining
retainer of $65,419.48, which the firm will hold in its retainer
trust account and use to pay any fees or costs until after
receiving approval from the Court through the customary fee
application process.

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

James W. Anderson, attorney practicing in Miller Guymon, 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.

Miller Guymon can be reached at:

       James W. Anderson, Esq.
       MILLER GUYMON, P.C.
       165 Regent Street
       Salt Lake City, UT
       Tel: (801) 363-5600
       Fax: (801) 363-5601
       E-mail: anderson@millerguymon.com

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


CUE & LOPEZ: Wants Plan Exclusivity Period Extended Until April 1
-----------------------------------------------------------------
Cue & Lopez Construction Inc. asks the U.S. Bankruptcy Court for
the District of Puerto Rico to extend its exclusive period to file
a Chapter 11 plan of reorganization and disclosure statement
explaining that plan, until April 1, 2014.

The Debtor's initial plan filing deadline expired on Feb. 3, 2014.

The Debtor tells the Court that it is reviewing all of the proofs
of claim filed in the case against its books and records to
determine the allowance of the claims, as well that it is
currently in conversations with its two largest secured creditors,
Oriental Bank and Scotiabank Puerto Rico.

According to the Debtor, its financial advisor and its management
are still working on the reconciliation of claims filed in its
Chapter 11 proceedings and other financial matters pertaining to a
plan.  In addition, the matter as to the substantive consolidation
is still pending resolution, which is a significant event in these
bankruptcy proceedings, the Debtor notes.

San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 4, 2013
(Case No. 13-08297, Bankr. D.P.R.).  The case is assigned to Judge
Brian K. Tester.

The Debtor is represented by Charles Alfred Cuprill, Esq., at
Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico.  CPA
Luis R. Carrasquillo & Co., P.S.C., serves as its accountant.

The Debtor disclosed assets of $12.65 million and liabilities of
$16.66 million.  The Chapter 11 petition was signed by Frank F.
Cue Garcia, president.


DEALERTRACK TECHNOLOGIES: S&P Assigns Preliminary 'B+' CCR
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B+' corporate credit rating to Dealertrack
Technologies Inc.  The outlook is stable.

S&P also assigned a preliminary 'BB-' issue-level rating with a
preliminary recovery rating of '2' to the company's $200 million
revolving credit facility (unfunded at close) and $575 million
first-lien term loan.  The preliminary '2' recovery rating
indicates S&P's expectation for a substantial (70% to 90%)
recovery of principal in the event of default.

The company is using the loan proceeds together with $397 million
of equity and approximately $70 million of cash to fund the
approximately $1 billion purchase of Dealer.com.

"Our preliminary rating reflects Dealertrack's 'weak' business
risk profile and its 'aggressive' financial risk profile,
incorporating a relatively narrow and cyclical end market, coupled
with the significant relative size of the acquisition and expected
leverage of above 4x over the intermediate term," said Standard &
Poor's credit analyst Katarzyna Nolan.

High revenue growth rate, diversified customer base, and stable
operating cash flow generation are partial offsets.  S&P views the
industry risk as "intermediate" and the country risk as "very
low."

The stable outlook reflects S&P's expectation that Dealertrack
will maintain strong revenue growth and consistent EBITDA margins.

Although not likely in the near term, S&P would upgrade the
company if it demonstrates satisfactory performance from the new
acquisition such that its leverage is sustained in the mid-3x area
and its FFO to debt remains in the mid-20% area.

S&P could lower the rating if the company pursues sizable debt
finance acquisitions or share repurchases, or if margins
deteriorate because of increased competition or integration
issues, resulting in leverage sustained above 5x.


DELUXE ENTERTAINMENT: Moody's Rates New $570MM Secured Loan 'B2'
----------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Deluxe
Entertainment Services Group, Inc.'s proposed $570 million senior
secured term loan facility maturing 2020. In connection with the
rating action, Moody's affirmed Deluxe's B2 Corporate Family
Rating (CFR) and B2-PD Probability of Default Rating (PDR), and
changed the rating outlook to stable from negative.

Proceeds from the new term loan will refinance the existing term
loan maturing July 2017 (approximately $388 million outstanding)
and retire other outstanding obligations, including $78.3 million
of borrowings under the ABL credit facility, approximately $43
million of MacAndrews & Forbes (M&F) private equity sponsored
subordinated bridge financing (includes preferred stock) and $44.5
million of other loans. The new term loan will benefit from
upstream domestic operating subsidiary guarantees and be secured
by a first-lien security interest on Deluxe's US assets, except
for accounts receivable and deposit accounts, which will be second
priority behind the ABL facility. Moody's views the refinancing
transaction favorably due to the maturity extension and
comparatively lower interest rate on the new term loan, which will
reduce annual cash interest expense by around $10 million. Moody's
anticipate the terms of the new credit agreement will establish a
less restrictive covenant package as Moody's believes the company
will be challenged to meet the financial maintenance leverage
covenant in the existing term loan, which is scheduled to step
down to 2.4x in March 2014. Deluxe also intends to replace the
existing $100 million ABL facility with a new unrated $100 million
ABL facility maturing 2019, which Moody's expect to be undrawn at
closing.

Ratings Assigned:

Issuer: Deluxe Entertainment Services Group, Inc.

  $570 Million Senior Secured Term Loan due 2020-B2 (LGD-4, 50%)

Ratings Affirmed:

Issuer: Deluxe Entertainment Services Group, Inc.

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

The assigned rating is subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's. Moody's will withdraw the B2
rating on the existing term loan upon full repayment.

Ratings Rationale

The revision of the outlook to stable from negative reflects
reduced business risk and Moody's growing confidence that Deluxe
will restore revenue and EBITDA growth this year after completing
the exit from the legacy film processing business, which has
experienced secular decline since 2008. It also captures
management's solid execution in transitioning the client base to
the higher margin creative services business without damaging
Deluxe's strong brand recognition, long-standing client
relationships and high customer retention, as well as reorganizing
the operations to compete more effectively through a scalable
integrated platform. The business can now deliver a full suite of
advanced end-to-end services for the traditional film studio
customer base and offer value-added solutions to
commercial/enterprise customers in advertising, technology,
industrial and retail, which should produce cash flow growth.

The B2 CFR reflects Deluxe's position as the leading global
provider of outsourced digital content creation, asset management
and distribution services to the major feature film studios and
other media and entertainment companies. With the effective
transformation of the business model to a creative
services/digital-based operation, Deluxe has expanded its product
offering and created a better customer value proposition that can
deliver integrated one-stop shopping solutions along the entire
media supply chain. This has enabled Deluxe to deepen its customer
relationships within the entertainment industry and extend into
non-traditional areas such as advertising agencies' creative
departments.

At the same time, the rating is constrained by Deluxe's increasing
exposure to ad agency revenue (estimated to rise to a third of
total revenue from about 20%), lack of proven revenue generation
in end-to-end growth areas like Enterprise Solutions, and
historical underperformance relative to management's financial
projections. Moody's are concerned that M&A activity among ad
agencies to increase scale and subsequently negotiate better rates
and lower their cost structures to compete more effectively with
new low-cost entrants could place downward pressure on media
service providers' pricing, especially in market segments where
Deluxe does not command premium pricing. The creative business is
characterized by seasonal and cyclical swings since revenue
drivers include the number of films, TV shows and commercials
released/produced, as well as the size of advertising and post-
production budgets, which can experience variability during
periods of economic weakness, major election years and different
calendar quarters.

Though there is a growing preference for one-stop media service
providers like Deluxe, ad agencies may also delay aggregating and
reassigning new mandates that were previously outsourced to
various small suppliers. Moody's believe this could result in
timing differences when revenue is recognized and lead to negative
variance relative to management's projections. However, Moody's do
expect long-term trends to remain favorable, across film,
broadcast network and cable-TV pilots, TV advertising and digital
media industries, which support our forward view that Deluxe will
exhibit moderate revenue growth.

Deluxe's B2 rating embeds the significant customer concentration
as the top ten clients account for about 55% of total revenue.
However, Moody's note that the company has enjoyed enduring
relationships with all the major film studios, which are generally
blue-chip, and has contracts with key accounts that are typically
3-5 years in length. Additionally, because Deluxe supplies a range
of services to clients and maintains various touch points within
their operations, customer exposure is dispersed across clients'
different business units. Further allaying concern and providing
support is the company's: (i) technological innovation across
numerous areas along the media supply chain, which is vital given
that studios are including more digital technology in their
filmmaking; (ii) collaborative approach as a trusted advisor and
preferred vendor that entrenches Deluxe in customers' workflows
and leads to high retention; and (iii) significant scale and
global asset base. Collectively, these attributes establish high
switching costs.

Moody's anticipate adjusted leverage will decline to the low 4x
level over the next 18 months aided by EBITDA growth as well as
the scheduled amortization and mandatory excess cash flow sweep on
the proposed term loan. Deluxe's financial leverage metrics as
measured by total debt to EBITDA of 4.5x and free cash flow to
debt of 2.2% (Moody's adjusted, as of September 30, 2013) are
well-positioned in the B2 rating category given that the median
leverage ratios for B2-rated global media industry peers are 5.7x
and 2.4%, respectively. Leverage increased in 2012-2013 due to
restructuring costs, earnings pressure associated with the
business transition and debt incurred to finance near-term
maturities.

The potential for incremental acquisitions that increase leverage
and lead to integration costs and challenges constrains the
rating, as does the private equity ownership by MacAndrews &
Forbes, which creates event risk in our view.

What Could Change the Rating - UP

Moody's would consider an upgrade if there was an expectation for
total debt to EBITDA maintained comfortably below 3.5x (Moody's
adjusted), positive free cash flow to debt sustained at 10%
(Moody's adjusted) and cash balances maintained at or better than
forecasted levels. An upgrade would also require evidence of: (i)
profitable revenue growth execution in Enterprise Solutions; (ii)
meeting or exceeding management's financial projections; (iii)
limited pricing pressure; and (iv) margin expansion. Finally,
management would need to demonstrate a commitment to balance
debtholder returns with those of its shareholders and exhibit
operating performance and financial policies consistent with a
higher rating.

What Could Change the Rating - DOWN

Ratings could experience downward pressure if there was an erosion
of market share in key markets (e.g., DI/Telecine, TV, 2D/3D,
International Post, Marketing/Fulfillment and Home
Entertainment/Media Services) and operating performance weakened,
leading to our expectation that leverage would be sustained above
5.5x total debt to EBITDA (Moody's adjusted), free cash flow to
debt would be sustained below 3% (Moody's adjusted) and balance
sheet liquidity would deteriorate. Expectations for a capital
structure not conservative enough to absorb debt-financed
acquisitions, increasing business risk or cash distributions to
private equity shareholders could also lead to downward rating
pressure.

The principal methodology used in this rating was Global Business
& Consumer Service Industry 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.

Headquartered in Burbank, CA, Deluxe Entertainment Services Group,
Inc. is a leading provider of end-to-end solutions with a focus on
digital content creation (post-set production and post-
production), media/distribution (for various file formats and
across multiple platforms) and asset management to motion picture
studios, television/cable-TV programs, advertising agencies and
enterprise customers globally through its creative services
business. Deluxe is an indirect wholly-owned subsidiary of
MacAndrews & Forbes Holdings Inc. Revenue totaled approximately
$1.1 billion for the twelve months ended September 30, 2013.


DETROIT, MI: DIA Pledges to Raise $100M for Art, Pension Fund
-------------------------------------------------------------
Mark Stryker and John Gallagher, writing for Detroit Free Press,
reported that the Detroit Institute of Arts has pledged to raise
$100 million for the federally mediated rescue fund to shore up
municipal pensions, prevent the forced sale of any of the museum's
irreplaceable masterpieces and spin off the city-owned museum to
an independent nonprofit.

According to the report, DIA leaders said on Jan. 29 that its
board of directors approved a $100 million fund-raising campaign
over 20 years and would look to corporate and individual donors
for the money.  As part of the deal, the City of Detroit would
transfer legal title to the museum building, the art collection
and related assets, ending nearly a century of city control and
shielding the museum forever from whims of city finances and
politics.

The DIA's $100 million commitment marks a potential turning point
in Detroit's historic Chapter 9 bankruptcy, helping clear a path
to a less painful and faster resolution to the bankruptcy, the
report related.  The rescue fund brokered by Chief U.S. District
Judge Gerald Rosen has now potentially reached at least $820
million, including $370 million pledged by national and local
charitable foundations and $350 million in state money proposed by
Gov. Rick Snyder that awaits legislative approval.

A significant contribution from the DIA has been considered key to
garnering political support in Lansing and to satisfy Detroit
Emergency Manager Kevyn Orr, who believes that he won't be able to
get court approval for his final restructuring plan for the city
without somehow accounting for the value of DIA art, the report
further related.  The coalescing deal between nonprofit
foundations, the city of Detroit and the DIA to provide nearly
$900 million toward a bankruptcy settlement puts additional
pressure on unions, the city's two pension funds, banks and
bondholders to provide concessions and support the city's plan of
adjustment.

None of the money in the rescue fund would go to the museum, the
report said.  Instead, the dollars would mitigate against cuts to
pensions, while in turn protecting the DIA from selling art to pay
back creditors.  The fund will not make pensioners whole --
Detroit's two municipal pension funds might be underfunded by as
much as $3.5 billion.  As part of a deal, unions, retirees and
other parties would likely agree to forgo further litigation that
could bog down the bankruptcy.  Judge Steven Rhodes must approve
Orr's final restructuring plan before the city can exit
bankruptcy.

                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 estimated
more than $1 billion in both assets and debts.

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

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


DETROIT, MI: Seek to Vacate Appointment of Creditor's Panel
-----------------------------------------------------------
The City of Detroit, Michigan filed a motion with the U.S.
Bankruptcy Court seeking to vacate the appointment of an official
committee of unsecured creditors in the City's bankruptcy case by
the Office of the United States Trustee because the appointment of
such a committee is discretionary in chapter 9 and is neither
necessary nor prudent in the City's case.

As a threshold matter, according to Detroit, the U.S. Trustee
wrongly argues that section 1102(a) of the Bankruptcy Code
requires the U.S. Trustee to appoint a committee of unsecured
creditors in a chapter 9 case.  The City concedes that section
1102 of the Bankruptcy Code applies in a chapter 9 case by virtue
of section 901 of the Bankruptcy Code.  However, the part of
section 1102 mandating the appointment of unsecured creditors'
committees by its terms applies only in chapter 11 cases.  The
City does not believe there is a statutory basis to read the words
"under chapter 11 of this title" out of this provision.

Detroit said there is no reason why section 1102 of the Bankruptcy
Code should not be read and applied as written.  Thus, the
statutory requirement for the U.S. Trustee to appoint an official
committee of unsecured creditors exists only in chapter 11 cases,
and the appointment of such a committee in chapter 9 is wholly
discretionary.  Moreover, under the circumstances present here,
the appointment of the Creditors' Committee is not prudent.

Moreover, the appointment of the Creditors' Committee should be
vacated because each of the members of the Creditors' Committee,
as well as other unsecured creditors of the City, already is well-
represented in the City's chapter 9 case.

Detroit also said it should not fund any professional fees or
costs that might be incurred by the Creditors' Committee, and the
Bankruptcy Code does not provide a basis for the Creditors'
Committee to charge its costs to the debtor (as it would in
chapter 11 cases).  Nevertheless, addressing or responding to the
activities of the Creditors' Committee is expected to increase
costs to the City and unnecessarily divert its limited resources.
This additional administrative burden further supports the
disbandment of the Creditors' Committee.

Finally, the City believes that the Creditors' Committee will be
counter-productive to the progress of the City's case.  The City
is engaged in an extensive court-ordered mediation process with
the so-called GRS, the PFRS and the holders and insurers of the
COPs, among other parties.  The City believes that the appointment
of the Creditors' Committee comprised largely of parties already
participating in mediation will not advance, and may well disrupt,
the mediation.

This risk is particularly significant where four of the five
Creditors' Committee members already are participating in
mediation, with their own counsel, to advocate their individual
interests.  This potential disturbance in the progress of this
case toward the confirmation of a plan of adjustment further
supports the relief requested.

             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.


DEVER ELEMENTARY SCHOOL: Headed for Receivership
------------------------------------------------
Adrian Walker at The Boston Globe says that the Dever Elementary
School at Dorchester, in Boston, will lay off their teachers and
staff because their "turnaround school" has not turned around
quickly enough to satisfy state regulators.  The report relates
that the staff has been informed that they will have to reapply
for their jobs, or for other jobs in the system.

Dever Elementary School is one of four schools in Massachusetts
headed for receivership.

The report notes that the school is showing steady signs of
improvement but it has not hit the benchmarks dictated by state
regulations, and simply doing better is not good enough.

How receivership will work is unclear, because no schools have
reached this stage, the report relates.  No one knows whether the
school will retain its dual-language program, or focus on
something else entirely, the report discloses.

Turnaround schools receive extra money for things like tutoring
and extending the school day, but, oddly, that is eliminated when
the school goes into receivership, the report notes.

Much of the way forward will be decided by Mitchell Chester, the
state commissioner of education, the report adds.


DIOCESE OF GALLUP: Creditors Want Adequate Measures
---------------------------------------------------
Creditors of the Diocese of Gallup urged a bankruptcy judge to
implement "adequate measures" to protect the right of the
diocese's estate in funds deposited in banks accounts at Wells
Fargo Bank N.A.

The move came after the diocese asked Judge David Thuma of U.S.
Bankruptcy Court for the District of New Mexico to allow its
parishes to utilize the funds in 13 previously undisclosed bank
accounts at Wells Fargo.

In a court filing, the diocese's official committee of unsecured
creditors expressed concern over the absence of a mechanism to
protect the diocese's estate and its creditors if it is
determined that the funds are property of the estate.

"The parishes will have unfettered ability to exhaust the funds
with no ability for the estate to recover them if they are
determined to belong to the estate," said the committee's lawyer,
James Stang, Esq., at Pachulski Stang Ziehl & Jones LLP.

The unsecured creditors' committee asked Judge Thuma to set a
hearing, "with an opportunity for discovery and briefing" to
determine the ownership of the funds.

The Wells Fargo accounts were opened, without the Gallup
diocese's knowledge, by various parishes and missions associated
with parishes within the geographic territory of the diocese
using its employer tax identification number.  Alleged owners of
the accounts cannot access those funds until the diocese gets
from them all important information about the funds.

Based on the information that the archdiocese has collected, nine
of the Wells Fargo accounts are separately owned by non-debtors
and in which a total of approximately $260,000 was on deposit at
the time the diocese filed for bankruptcy protection.

Recently, the diocese discovered one more account at Wells Fargo
used by the Our Lady of the Light, a parish in Cubero, New
Mexico.  It also discovered three other accounts at Pinnacle
Bank, of which two are diocesan accounts for Native American Lay
Ministry program.  The third account is a certificate of deposit
owned by St. Francis of Assisi parish in Lumberton, New Mexico,
according to a court filing.

Mr. Stang can be reached at:

     James I. Stang, Esq.
     PACHULSKI STANG ZIEHL & JONES LLP
     10100 Santa Monica Boulevard, 13th Floor
     Los Angeles, CA 90067
     Tel: (310) 277-6910
     Fax: (310) 201-0760
     Email: jstang@pszjlaw.com

                  About the Diocese of Gallup, NM

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

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

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

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

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

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

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

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


DIOCESE OF GALLUP: Pachulski Compensation Criticized
----------------------------------------------------
The Diocese of Gallup has criticized the proposed compensation
rates of Pachulski Stang Ziehl & Jones LLP, the law firm tapped
by the unsecured creditors' committee to serve as its legal
counsel.

"The rate structure completely ignores the financial
circumstances of the debtor," said the diocese's lawyer, Susan
Boswell, Esq., at Quarles & Brady LLP, in Tucson, Arizona.

In an application it filed with the U.S. Bankruptcy Court in
Mexico, the committee proposed that all Pachulski professionals
other than paralegals be paid an hourly rate of $650, plus
reimbursement for work-related expenses.

While other firms hired by the diocese provided big discounts
from their regular hourly rates, Pachulski and the unsecured
creditors' committee "do not appear to have taken into account
the extreme poverty" of the diocese, according to the diocese's
lawyer.

                  About the Diocese of Gallup, NM

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

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

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

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

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

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

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

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


DIOCESE OF GALLUP: St. Bonaventure Indian Mission Sues Diocese
--------------------------------------------------------------
Saint Bonaventure Indian Mission and School Inc. has filed a
complaint against the Diocese of Gallup, which seeks to bar the
diocese from having or claiming any lien upon or title to a real
property.

The property located in McKinley County, New Mexico, consists of
several lots.  In 1992, the Diocese of Gallup transferred to
Saint Bonaventure title to the real property.

In March 2002, Robert O'Connell, former executive director of
Saint Bonaventure, allegedly transferred a portion of the
property back to the diocese without authorization from Saint
Bonaventure's board of directors.

The Gallup diocese asserts ownership to some or all of the real
property, which Saint Bonaventure claims it owns, according to
the complaint filed in U.S. Bankruptcy Court for the District of
New Mexico.

Saint Bonaventure is represented by:

     Charles R. Hughson, Esq.
     RODEY, DICKASON, SLOAN, AKIN & ROBB P.A.
     P.O. Box 1888
     Albuquerque, NM 87103
     Tel: (505) 76839
     Email: chughson@rodey.com

                  About the Diocese of Gallup, NM

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

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

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

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

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

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

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

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


DIOCESE OF HELENA: Files for Chapter 11 Due to Abuse Claims
-----------------------------------------------------------
The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection
under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to
resolve more than 350 sexual-abuse claims.  The Chapter 11 case
was filed with the U.S. Bankruptcy Court for the District of
Montana.

         Pre-Bankruptcy Settlement with Abuse Claimants

The Diocese's Chapter 11 filing follows a nearly 30-month
mediation process that resulted to a settlement among the
Diocese, its insurers and individuals who filed sexual abuse
claims against priests and lay workers of the Diocese.

The settlement resolves 362 claims alleging abuses that took
place between 30 and 60 years ago.  The Diocese said the details
of written agreements are still being worked on by the parties.
Under the supervision and ultimate approval of the Bankruptcy
Court, $15 million would be available to compensate the currently
identified victims with additional settlement funds for other and
unknown victims.  The process of obtaining Bankruptcy Court
approval included the opportunity for victims and creditors to
vote on the proposed settlement.  The Diocese expects that its
reorganization will be expedited by the pre-bankruptcy
negotiations with all of the affected parties.

The majority of the proposed settlement for known and unknown
victims will be funded by diocesan insurance carriers. It is
anticipated that the Diocese will need to provide at least
$2.5 million to fund claims and the costs associated with the
Court proceedings.

The composite overview of the sexual abuse cases reveals that 12%
of the claimants name diocesan priests, 65% name Jesuit priests,
26% name Ursuline Sisters, and a smaller percentage name others
who served in the Diocese over the years.  The Diocese said
negotiations with the Ursuline Sisters were inconclusive and they
will not be participating in the current resolution of the cases.

The Diocese adds that it has been experiencing a tenuous
financial condition which existed prior to, and is not related to
the sexual abuse litigation.  As a result of the
litigation/mediation process, the Diocese's Deposit and Loan fund
and other designated funds have deteriorated substantially.  This
condition has resulted in reduction in staff and services
provided by the Diocese as well as curtailing many parish
building projects.

                     Abuse Prevention Programs

The Diocese has abuse prevention programs in place, including
screening and training for employees, volunteers, priests and
seminarians.  The Diocese has a board to review claims of abuse,
whose members include a mother, a pastor, a deputy prosecutor, a
retired law enforcement officer, social workers, and a counselor.

                         Bishop's Statement

"On behalf of the entire Diocese of Helena, I express my profound
sorrow and sincere apologies to anyone who was abused by a
priest, a sister, or a lay Church worker," Helena Bishop, George
Leo Thomas, said in a news release. "No child should experience
harm from anyone who serves in the Church."

Bishop Thomas indicated: "I want to assure you that none of those
who have been credibly accused remain active in ministry at this
time. In fact, the majority of those accused have died." The
Bishop also noted that the Diocese has taken responsibility in
this matter for claims involving members of religious communities
who have served here. Efforts to include the Ursuline Sisters in
the proposed settlements were inconclusive and they are not
participating in the proposed resolution of this litigation.

Bishop Thomas added: "While we may be a poorer Church, we remain
unwaveringly committed to promoting the Good News of Jesus
Christ. Once the reorganization proceedings conclude, we will be
able to plan confidently for future ministry for the people of
the Church of the Diocese of Helena."


DIOCESE OF HELENA: Case Summary & Top Unsecured Creditors
---------------------------------------------------------
Debtor: Roman Catholic Bishop of Helena, Montana, a Montana
        Religious Corporation Sole (Diocese of Helena)
        PO BOX 1729
        Helena, MT 59624-1729

Case No.: 14-60074

Chapter 11 Petition Date: January 31, 2014

Judge: Hon. Terry Myers

Court: United States Bankruptcy Court
       District of Montana (Butte)

Debtor's Counsel: Bruce Alan Anderson, Esq.
                  ELSAESSER, JARZABEK, ET AL.
                  320 East Neider Avenue, Suite 102
                  Coeur D'Alene, ID 83815
                  Tel: 208.667.2900
                  Fax: 208-667-2150
                  Email: brucea@ejame.com

                     -- and --

                  Ford Elsaesser, Esq.
                  ELSAESSER, JARZABEK, et al.
                  PO Box 1049
                  Sandpoint, ID 83864
                  Tel: 208-263-8517
                  Email: ford@ejame.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Most Reverend George Leo Thomas,
Bishop of Diocese of Helena.

The Roman Catholic Bishop of Helena, Montana, disclosed that it
has two groups of creditors holding unsecured claims:

   (1) 95 Abuse Claimants, the names and addresses of which are
       filed under seal.  The claim amount is unliquidated,
       pending settlement subject to Bankruptcy Court approval.
       The 95 Abuse Claimants may be reached through:

         Bryan Smith, Esq.
         Vito de la Cruz, Esq.
         TAMAKI LAW OFFICES
         1340 N. 16th Avenue, Suite C
         Yakima, WA 98902
         Tel: (509)248-8338

   (2) 286 Abuse Claimants, the names and addresses of which are
       filed under seal.  The claim amount is unliquidated,
       pending settlement subject to Bankruptcy Court approval.
       The 268 Abuse Claimants may be reached through:

         Milt Datsopoulos, Esq.
         Molly Howard, Esq.
         DATSOPOULOS, MACDONALD AND LIND
         201 W. Main Street, Suite 201
         Missoula, MT 59802
         Tel: (406)728-0810

              - and -

         Timothy Kosnoff, Esq.
         Daniel Fasy, Esq.
         KOSNOFF FASY, PLLC
         520 Pike Street, Suite 1010
         Seattle, WA 98101
         Tel: (206)257-3590

              - and -

         Joseph Blumel, Esq.
         LAW OFFICES OF JOSEPH A. BLUMEL, III
         4407 N. Division Street, Suite 900
         Spokane, WA 99207
         Tel: (509)487-1651

              - and -

         Lee James, Esq.
         Craig Vernon, Esq.
         JAMES, VERNON AND WEEKS
         1626 Lincoln Way
         Coeur d'Alene, ID 83814
         Tel: (206)667-0683


DIOCESE OF HELENA: Judge Myers to Oversee Chapter 11 Case
---------------------------------------------------------
The Judicial Council of the Ninth Circuit has ordered the transfer
of U.S. Bankruptcy Judge Terry Myers to the District of Montana to
oversee the Chapter 11 case of the Roman Catholic Bishop of
Helena.

The assignment will only be temporary and in addition to Judge
Myer's duties in the District of Idaho, according to the order
signed by Alex Kozinski, chief judge of the Judicial Council of
the Ninth Circuit.

                    About the Diocese of Helena

The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection
under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to
resolve more than 350 sexual-abuse claims.  The Chapter 11 case
(Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana.

Attorneys at Elsaesser, Jarzabek, et al., serve as counsel to the
Debtor.

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

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

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


DOTS LLC: Hires A&G Realty as Real Estate Consultants
-----------------------------------------------------
Dots, LLC and its debtor-affiliates ask for permission from the
U.S. Bankruptcy Court for the District of New Jersey to employ A&G
Realty Partners, LLC as real estate consultants, effective
Jan. 20, 2014.

The services to be rendered by A&G Realty are subject to specific
direction by the Debtors.  As more fully set forth in the Services
Agreement, A&G Realty will advise the Debtors with respect to
stores that the Debtor determines to close or sell, including
valuing such leases, negotiating with landlords over rent
reductions, negotiating with landlords over claim reductions or
claim waivers and negotiating with landlords with respect to
assignment and sale of such leases.  All of the services to be
provided by A&G Realty will only be provided on an as-needed basis
upon the request of the Debtors.

Emilio Amendola, principal of A&G Realty, 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.

A&G Realty can be reached at:

       Emilio Amendola
       A&G REALTY PARTNERS, LLC
       445 Broad Hollow Road, Suite 410
       Melville, NY 11747
       Tel: (631) 465-9507
       Fax: (631) 420-4499
       E-mail: emilio@agrealtypartners.com

                         About DOTS LLC

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

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

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

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

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

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


DRYSHIPS INC: Ocean Rig Enters Into Amendment of $1.9BB Term Loan
------------------------------------------------------------------
DryShips Inc., an international provider of marine transportation
services for drybulk and petroleum cargoes, and through its
majority owned subsidiary, Ocean Rig UDW Inc., of offshore
deepwater drilling services, on Feb. 7 disclosed that Ocean Rig,
and its wholly-owned subsidiaries, Drillships Financing Holding
Inc., and Drillships Projects Inc., have entered into an Amendment
and Restatement Agreement to the Credit Agreement dated as of July
12, 2013, as amended, among Ocean Rig, DFHI, Drillships Projects,
the lenders from time to time party thereto and Deutsche Bank AG
New York Branch, as administrative and collateral agent which
originally comprised of tranche B-1 term loans in an aggregate
principal amount equal to $1.075 billion and tranche B-2 term
loans in an aggregate principal amount equal to $825.0 million.
Pursuant to the Amendment and Restatement Agreement, the existing
Tranche B-2 Terms Loans have been refinanced with additional new
Tranche B-1 Term Loans the result of which is that DFHI currently
has approximately $1.9 Billion of Tranche B-1 Term Loans
outstanding.

All Tranche B-1 Term Loans remain guaranteed by Ocean Rig and by
certain existing and future subsidiaries of DFHI and are secured
by certain assets, and by a pledge of the stock of DFHI and each
subsidiary guarantor.

George Economou, Chairman and Chief Executive Officer of the
Company, commented:

"We are pleased with the successful closing of this important
transaction which extends Ocean Rig's debt maturities.  We
effectively refinanced the short-term tranche of the Term Loan B
Facility with a fungible add-on to the long-term tranche.  Post
transaction, the entire $1.9 billion facility will mature not
earlier than the third quarter of 2020."

                       About DryShips Inc.

Headquartered in Athens, Greece, DryShips Inc. (NASDAQ: DRYS) is
an owner of drybulk carriers and tankers that operate worldwide.
Through its majority owned subsidiary, Ocean Rig UDW Inc.,
DryShips owns and operates 10 offshore ultra deepwater drilling
units, comprising of 2 ultra deepwater semisubmersible drilling
rigs and 8 ultra deepwater drillships, 3 of which remain to be
delivered to Ocean Rig during 2013 and 1 is scheduled for
delivery during 2015.  DryShips owns a fleet of 46 drybulk
carriers (including newbuildings), comprising of 12 Capesize, 28
Panamax, 2 Supramax and 4 Very Large Ore Carriers (VLOC) with a
combined deadweight tonnage of about 5.1 million tons, and 10
tankers, comprising 4 Suezmax and 6 Aframax, with a combined
deadweight tonnage of over 1.3 million tons.

The Company reported a net loss of US$288.6 million on
US$1.210 billion of revenues in 2012, compared with a net loss of
US$47.3 million on US$1.078 billion of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$8.878 billion in total assets, US$5.010 billion in total
liabilities, and shareholders' equity of US$3.868 billion.

                       Going Concern Doubt

Ernst & Young (Hellas), in Athens, Greece, expressed substantial
doubt about DryShips Inc.'s ability to continue as a going
concern, citing the Company's working capital deficit of
US$670 million at Dec. 31, 2012, and in addition, the non-
compliance by the shipping segment with certain covenants of its
loan agreements with banks.

As of Dec. 31, 2012, the shipping segment was not in compliance
with certain loan-to-value ratios contained in certain of its
loan agreements.  In addition, as of Dec. 31, 2012, the shipping
segment was in breach of certain financial covenants, mainly the
interest coverage ratio, contained in the Company's loan
agreements relating to US$769,098,000 of the Company's debt.  As
a result of this non-compliance and of the cross default
provisions contained in all bank loan agreements of the shipping
segment and in accordance with guidance related to the
classification of obligations that are callable by the creditor,
the Company has classified all of its shipping segment's bank
loans in breach amounting to US$941,339,000 as current at
Dec. 31, 2012.


DVORKIN HOLDINGS: Ch. 11 Trustee Hires North Clybourn as Broker
---------------------------------------------------------------
Gus A. Paloian, the Chapter 11 trustee of Dvorkin Holdings, LLC,
seeks permission from the Hon. Jack B. Schmetterer of the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
North Clybourn Group, Inc. as real estate broker.

The Chapter 11 Trustee also seeks to pay the commission earned by
North Clybourn in connection with the sale of the real property
identified on the parties' Agreement, without further Court order.

The Trustee will retain North Clybourn to market and sell the Real
Property.  The Real Property currently consists of three
commercial or industrial properties with the commonly known street
addresses identified in the schedule to the Agreement.  The
Agreement sets forth the Broker's Commission that will be paid to
North Clybourn in connection with the sale of the Real Property,
from the proceeds of the sale of such Real Property.  The Broker's
Commission will consist of:

   (a) 5% of the gross purchase price of the property sold
       cooperatively;

   (b) 3.5% of the gross purchase price if the property is not
       sold cooperatively; and

   (c) 3% if the property is sold to an existing tenant.

Michelle Brown, senior member of North Clybourn, 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.

North Clybourn can be reached at:

       Michelle Brown
       NORTH CLYBOURN GROUP, INC.
       2324 W. North Avenue
       Chicago, IL 60647
       Tel: (773) 252-0600 ext 7904
       Fax: (773) 252-1126
       E-mail: michelle@northclybourngroup.com

Meanwhile, the Bankruptcy Court was slated to convene a hearing
Feb. 10, 2014, to consider the motion filed by Gus A. Paloian, as
the Chapter 11 trustee for Dvorkin Holdings, LLC, for approval of
an agreed order withdrawing Claim No. 5 filed by Centier Bank.

On Nov. 14, 2012, the bank filed a Claim No. 5 in the amount of
$979,574, arising from the Debtor's guranty of a promissory note
to the bank from 2150 N. Clybourn(Chicago), LLC

The bank and the Chapter 11 trustee have agreed to resolve Claim
No. 5 by entry of an agreed order pursuant to which (a) Claim No.
5 is withdrawn; and (b) the bank will not file any further claims
in the proceedings.

                        About Dvorkin Holdings

Dvorkin Holdings, LLC, a holding company that has interests in
40 non-debtor entities, filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012.  The Debtor
disclosed $69,894,843 in assets and $9,296,750 in liabilities as
of the Chapter 11 filing.  Bankruptcy Judge Jack B. Schmetterer
oversees the case.  Michael J. Davis, Esq., at Archer Bay, P.A.,
in Lisle, Ill., serves as counsel to the Debtor.  The petition was
signed by Loran Eatman, vice president of DH-EK Management Corp.

The Bankruptcy Court in October 2012 granted the request of
Patrick S. Layng, the U.S. Trustee for the Northern District of
Illinois, to appoint Gus Paloian as the Chapter 11 Trustee.
Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel.
Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as
conflicts counsel.


EMPIRE DIE: Creditors' Panel Can Hire Freeborn & Peters as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Empire Die
Casting Co., Inc. sought and obtained authorization from the Hon.
Marilyn Shea-Stonum of the U.S. Bankruptcy Court for the Northern
District of Ohio to retain Freeborn & Peters LLP as counsel,
effective Oct. 30, 2013.

The Committee required Freeborn & Peters to:

   (a) advise the Committee on all legal issues as they arise;

   (b) represent and advise the Committee regarding the term of
       any sales of assets or plans of reorganization or
       liquidation, and assist the Committee in negotiations with
       the Debtor and other parties;

   (c) investigate the Debtor's assets and pre-bankruptcy conduct;

Freeborn & Peters will be paid at these hourly rates:

       Richard S. Lauter, Partner      $585
       Thomas R. Fawkes, Partner       $505
       Devon J. Eggert, Associate      $335
       Brian J. Jackiw, Associate      $285
       New Associates                  $265
       Senior Partners                 $820
       Paraprofessionals            $150-$280

Freeborn & Peters gave a voluntary 10% discount as courtesy to the
Debtor.

Freeborn & Peters will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Richard S. Lauter, partner and the chair of the Bankruptcy and
Financial Restructuring Practice Group of Freeborn & Peters,
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 Empire Die

Macedonia, Ohio-based Empire Die Casting Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ohio Case No. 13-52996) on Oct. 16, 2013.  The Debtor estimated
assets of $10 million to $50 million and liabilities of $1 million
to $10 million.  The petition was signed by Robert Hopkins,
president.

The case is before Judge Marilyn Shea-Stonum.  The Debtor is
represented by Marc B. Merklin, Esq., and Kate M. Bradley, Esq.,
at Brouse McDowell, LPA, in Akron, Ohio.

The Official Committee of Unsecured Creditors is represented by
Freeborn & Peters LLP.

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


EXIDE TECHNOLOGIES: Posts $34MM Net Loss for Fiscal Q3
------------------------------------------------------
Exide Technologies filed its quarterly report on Form 10-Q for the
fiscal third quarter ended Dec. 31, 2013, with the Securities And
Exchange Commission on Feb. 7, 2014, a copy of which is available
at http://is.gd/Y8lLTU

Milton, Georgia-based Exide posted a net loss of $34,477,000 for
the third quarter on net sales of $759,666,000; and a net loss of
$165,663,000 for the past three quarters on net sales of
$2,139,710,000.

Total assets at Dec. 31, 2013, were $2,114,460,000, while
liabilities not subject to compromise total $1,118,685,000, and
liabilities subject to compromise total $972,827,000.

Exide received Bankruptcy Court approval for, among other things,
access to a $500.0 million Debtor-in-Possession financing facility
to supplement cash flows from operations during the reorganization
process including the payment of post-petition ordinary course
trade and other payables, the payment of certain permitted pre-
petition claims, working capital needs, letter of credit
requirements, and other general corporate purposes. The DIP Credit
Facility contains certain financial covenants. Failure to maintain
compliance with these covenants would result in an event of
default which would restrict the availability of funds necessary
to maintain the Company's operations and assist in funding the
Company's reorganization plans.

On Sept. 13, 2013, the Bankruptcy Court entered an order, which,
among other things, established Oct. 31, 2013, as the general bar
date for filing claims and Dec. 9, 2013 as the bar date for claims
by certain governmental authorities.  The claims bar date order
was supplemented by a further order on Oct. 24, 2013, extending
the bar date to Jan. 31, 2014, solely with respect to personal
injury claims related to the Company's secondary lead recycling
facility in Vernon, California.

"At this time it is not possible to predict the ultimate effect of
the Chapter 11 reorganization on our business, various creditors
and security holders, or when it may be possible to emerge from
Chapter 11.  The Company believes that under any reorganization
plan the Company's common stock would likely be substantially
diluted or canceled in its entirety. Further, it is also expected
that the Company's senior secured notes and convertible senior
subordinated notes will suffer substantial impairment," Exide said
in the regulatory filing.

                      About Exide Technologies

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

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

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

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

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

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.


F&H ACQUISITION: Feb. 28 Hearing on Global Compromise
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will hold a
hearing on Feb. 28, 2014, at 2:00 p.m. ET, to consider the
approval of F&H Acquisition Corp., et al., and the Official
Committee of Unsecured Creditors' global compromise of
controversies in accordance with that certain settlement term
sheet.  Objections must be filed by Feb. 21, 2014, 4:00 p.m. ET

A copy of the Term Sheet is available for free at:

      http://bankrupt.com/misc/F&HACQUISITIONtermsheet.pdf

The settlement embodied in the Term Sheet is a global settlement
of all claims and issues between (i) the Committee, and (ii) the
Debtors, the postpetition secured lenders and General Electric
Capital Corporation as agent, the prepetition first lien lenders
and GECC as agent, the prepetition second lien lenders and
Cerberus Business Finance, LLC, as agent (including, in such
capacity, as the contemplated buyer of substantially all of the
Debtors' assets pursuant to the amended sale motion, which
resolves all of the Committee's actual and potential objections
to, among other things, the amended sale motion and the DIP
financing motion.  The settlement embodied in the Term Sheet
provides for the payment of allowed administrative expense claims
based upon estimates provided by the Debtors, avoids potentially
costly and lengthy litigation, and provides a funding source for
distributions to general unsecured creditors.

The Term Sheet provides for: (a) the sale of substantially all of
the Debtors' assets to the buyer; (b) the funding of pre-closing
administrative expenses incurred in the ordinary course of the
Debtors' business, including payment of stub rent claims, as set
forth in the revised final order approving the Debtors'
postpetition financing; (c) the funding of a wind down budget by
the buyer for the purpose of satisfying valid and allowed
503(b)(9) claims and other wind down expenses; (d) an increase of
the funds available to pay professional fees incurred by the
Committee from that provided under the interim DIP order; (e) the
transfer of $500,000 by the buyer to a trust created for the
benefit of general unsecured creditors and Committee
professionals, or to a segregated account to be maintained by the
Debtors pending the potential creation of such a trust; (f) the
buyer's acquisition of the Debtors' causes of action as part of
the sale of the Debtors' assets; and (g) validation of the Secured
Lender Parties' liens and claims and related releases.

On Jan. 29, 2014, the Court entered the order extending until
Feb. 5, 2014, the Debtors' allowed interim period to use cash
collateral and obtain postpetition financing, from Jan. 14, 2014.
The Court also extended until Feb. 5 the deadline for the entry of
bid procedures order.  The hearing on the bid procedures motion
was previously required to be completed on Jan. 28, 2014, and the
order was previously required to have been entered on Jan. 29,
2014.

On Feb. 7, 2014, the Debtors requested that the hearing to
consider the approval of the sale procedures be held on Feb. 12,
2014, at 11:00 a.m. (ET).  The Debtors also asked the Court to set
for Feb. 28, 2014, at 2:00 p.m. (ET) the hearing to consider the
sale of substantially all of the Debtors' assets.  A copy of the
terms of sale is available for free at:

     http://bankrupt.com/misc/F&HACQUISITIONsaleamended.pdf

The total transaction value provided by buyer is in excess of
$125 million, including (i) assumption of approximately
$70 million of debt under the first lien credit agreement;
(ii) assumption of up to approximately $9.6 million of debt under
the DIP credit agreement; (iii) rollover of $10 million of debt
under the second lien credit agreement; (iv) a partial credit bid
of debt under the Second Lien Credit Agreement of $19 million;
(v) $14.5 million in cash, of which $4.5 million would be
transferred to the Debtors for the purpose of the wind down; and
(vi) an estimated $6.7 million in additional assumed liabilities.

The purchase price for the assets will be (i) the cash payment as
set forth in Section 3.1(b), plus (ii) the assumption of
liabilities by buyer at closing, plus (iii) $19 million, to be
satisfied in the form of a credit against the prepetition second
lien obligations.  A copy of the asset purchase agreement is
available for free at:

         http://bankrupt.com/misc/F&HACQUISITIONapa.pdf

                         About Fox and Hound

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

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

F&H estimated assets in excess of $100 million.  According to a
court filing, outstanding debt obligations total $119 million,
including $68.4 million owing on a first-lien loan with General
Electric Capital Corp. as agent.  The $11.2 million second-lien
obligation has Cerberus Business Finance LLC as agent.  Unsecured
trade suppliers and landlords are owed $11.2 million.

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

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

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


FIBERTECH NETWORKS: S&P Affirms B+ CCR & B+ Rating on $51MM Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Fibertech Networks LLC.  The outlook is
stable.

At the same time, S&P also affirmed its 'B+' issue-level rating
and '3' recovery rating on the company's proposed $561 million
senior secured credit facility, which consists of the upsized
$511 million term loan B due 2019 and a $50 million revolving
credit facility due 2017.  The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%) recovery in a payment
default.

"The ratings on Fibertech LLC reflect the company's 'fair'
business risk profile and 'aggressive' financial risk profile,"
said Standard & Poor's credit analyst Michael Weinstein.

Key elements of S&P's financial risk assessment are its
expectation that company will generate positive FOCF in 2014 and
2015 and that leverage will remain in the 3.5x to 4.5x range
longer term.  While the company will reach the higher end of the
anticipated leverage range following the proposed dividend recap
transaction, S&P believes leverage will be around 4x at the end of
2014, a level that is consistent with the corporate credit rating.

The stable outlook reflects S&P's expectation that adjusted
leverage will decline to about 4x by the end of 2014 from organic
EBITDA growth, with FOCF only slightly positive due to elevated
capital spending from continued network expansion.

Although S&P considers a downgrade unlikely because of the
company's long-term contracts, it could lower the rating if
increased competition caused a negative pricing inflection for
fiber-optic service providers, leading to a substantial decline in
margins and sustained cash outflows.  For example, S&P believes
that a decline in EBITDA margins to the low-50% area with no
reduction in spending on growth initiatives would lead to negative
FOCF and could prompt a downgrade.

Alternatively, if the company issues additional debt for an
acquisition, investment, or sponsor distribution that does not
have as favorable profit characteristics as its core business, S&P
could lower the rating if it believes leverage will be sustained
above 5x for an extended period.

S&P considers prospects for an upgrade to be limited by the
company's private-equity ownership and its assessment of its
financial policy as aggressive, including S&P's expectation that
debt to EBITDA is not likely to decline below the mid-3x range for
a sustained period.


FIRST CHURCH OF CHRIST: Foreclosure Sale on March 14
----------------------------------------------------
Pursuant to an Amended Judgment of Foreclosure and Sale entered on
Sept. 12, 2013, in the case, NYCTL 1998-2 TRUST AND THE BANK OF
NEW YORK MELLON, AS COLLATERAL AGENT AND CUSTODIAN, Plaintiffs
against FIRST CHURCH OF CHRIST, INC., et al Defendant(s), pending
before the Supreme Court County of Queens, Kathleen Clifford
Gallo, Esq., as referee, will sell at public auction at the Queens
County Supreme Courthouse, 88-11 Sutphin Blvd., in Courtroom #25,
Jamaica, NY on March 14, 2014, at 10:00 a.m. premises situate,
lying and being in the Borough of Queens, County of Queens, New
York, known and designated as Block 12276 and Lot 0063 on the
Queens County Tax Assessment Map.  The premises is also known as
129-12 Guy R Brewer Boulevard, Jamaica, NY.

The Trust and BoNY hold a lien on the property in the approximate
amount of $22,650.75 plus interest & costs.

The Referee, who serves as attorney to the Plaintiffs, may be
reached at:

     Kathleen Clifford Gallo, Esq.
     PHILLIPS LYTLE LLP
     1400 First Federal Plaza
     Rochester, NY 14614


FREEDOM INDUSTRIES: Faces "Vantap" Suit Over January 2014 Spill
---------------------------------------------------------------
Vantap, LLC, d/b/a Vandalia Grill, a West Virginia Limited
Liability Company; Georgia Hamra, a West Virginia Resident; John
Sarver, d/b/a Mousie's Car Wash, a West Virginia Resident; Nitro
Car Care Center, LLC., a West Virginia Limited Liability Company;
Carolyn Burdette, a West Virginia Resident; Colors Salon and
Boutique, LLC, a West Virginia Limited Liability Company; Crystal
Goode, a West Virginia Resident; Michael Manypenny, a West
Virginia Resident, on behalf of themselves and all others
similarly situated v. Eastman Chemical Company, a Delaware
corporation; Freedom Industries, LLC, a West Virginia corporation;
West Virginia American Water Corporation, a West Virginia
corporation; and, Gary Southern, a West Virginia resident, Case
No. 2:14-cv-01374 (S.D. W. Va., January 13, 2014) arises from a
spill.

On January 9, 2014, about 300,000 West Virginians lost their water
supply after the discovery of a spill of a coal processing
chemical from a facility owned and operated by Freedom Industries,
LLC upstream from the West Virginia-American Water Corp. water
treatment plant.  Had Freedom Industries LLC not breached its
duties under statutory and common law, the leak would have never
occurred, the Plaintiffs allege.  They add that West Virginia
American Water Corp. should have recognized the risk presented by
this facility's presence just upstream from their intake, and
should have determined what chemicals were being used and assessed
the risk they presented to the water supply.

Eastman Chemical Company is a Delaware Corporation with its
principal place of business in Kingsport, Tennessee.  Eastman as
the manufacturer and producer of the product bears legal
responsibility for damages stemming from the leak of 4-MCHM on
January 9, 2014, the Plaintiffs contend.

Freedom Industries, LLC, is a West Virginia company with its
principal place of business in Kanawha County, West Virginia.
Freedom Industries as the operator of the site bears legal
responsibility for the leak of 4-MCHM on January 9.  West
Virginia-American Water Company is a West Virginia Corporation
headquartered in Charleston, West Virginia.  Gary Southern is a
resident of Charleston, West Virginia.  He allegedly bears
responsibility because of his personal role in directing
operations at the facility of Freedom Industries and his ownership
interest in the facility, which he sold to Freedom Industries.

The Plaintiffs are represented by:

          Kevin W. Thompson, Esq.
          David R. Barney, Jr., Esq.
          THOMPSON BARNEY
          2030 Kanawha Boulevard, East
          Charleston, WV 25661
          Telephone: (304) 235-4006
          Facsimile: (304) 235-4009
          E-mail: kwthompsonwv@gmail.com
                  drbarneywv@gmail.com

               - and -

          Van Bunch, Esq.
          BONNETT FAIRBOURN FRIEDMAN & BALINT PC
          2325 E. Camelback Road, Suite 300
          Phoenix, AZ 85016
          Telephone: (602) 274-1100
          Facsimile: (602) 274-1199
          E-mail: vbunch@bffb.com

               - and -

          P. Rodney Jackson, Esq.
          LAW OFFICES OF ROD JACKSON
          401 5th/3rd Center
          700 Virginia Street East
          Charleston, WV 25301
          Telephone: (843) 780-6879
          E-mail: prodjackson27@yahoo.com

               - and -

          Michael G. Stag, Esq.
          Sean Cassidy, Esq.
          Stephen H. Wussow, Esq.
          Stuart H. Smith, Esq.
          SMITH STAG
          365 Canal Street, Suite 2850
          New Orleans, LA 70130
          Telephone: (504) 593-9600
          Facsimile: (504) 593-9601
          E-mail: mstag@smithstag.com
                  scassidy@smithstag.com
                  ssmith@smithstag.com

Freedom Industries, LLC is represented in the lawsuit by:

          Stephen L. Thompson, Esq.
          BARTH & THOMPSON
          P. O. Box 129
          Charleston, WV 25321-0129
          Telephone: (304) 342-7111
          Facsimile: (304) 342-6215
          E-mail: sthompson@barth-thompson.com

                    About Freedom Industries

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

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

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

The petition was signed by Gary Southern, president.


GENERAL MOTORS: Steps Up Pickup-Truck Discounts After Weak January
------------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. is dialing up the discounts on its new
Chevrolet Silverado and GM Sierra pickup trucks, offering as much
as $7,000 off the list price after sales slumped in January.

According to the report, the Presidents Day sale, which started on
Feb. 4 and runs through Feb. 28, allows all pickup-truck shoppers
to buy at dealer invoice price plus the traditional destination
charge and a $150 program fee.

GM also is offering as much as a $7,000 discount on a Chevrolet
double-cab, six-cylinder All Star edition and the GMC 2014 Sierra
1500 double-cab, the report related.

GM spokesman Jim Cain said the pickup incentive was in step with
the auto maker's annual Presidents Day sale offerings and the
larger discount on the V-6 was a move designed to "raise consumer
awareness," the report further related.

The incentives come after Silverado's year-over-year January sales
dropped 18.4% to 28,926 vehicles, while GMC Sierra's sales fell
13.5% to 11,118, the report added.

                     About Motors Liquidation

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

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

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

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


GREEN FIELD: Court OKs Key Employee Incentive & Retention Plans
---------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has approved Green Field Energy Services, Inc., et
al.'s key employee incentive plan and key employee retention plan.

On Jan. 13, 2014, the Court authorized the Debtors to file the
redacted version of the motion for approval of the KEIP and KERP.
The Debtors are also authorized to file the unredacted version of
the motion under seal.

Amounts earned and payable under the KEIP and the KERP will have
administrative expense priority; provided, however, that the
administrative expenses claim will be junior to those
superpriority claims of the DIP lenders.

The financial advisor of the Committee, Conway MacKenzie, is
authorized to consult with the Debtors' independent director,
Brent Kugman, as and when Conway determines is appropriate through
the closing of a sale of substantially all of the Debtors' assets
to ensure that the KEIP recipients are adequately performing their
employment duties.  In addition, Conway will have a fair and
reasonable opportunity to monitor management's involvement in the
sale process.

On Jan. 8, 2014, the Debtors said in a filing in response to the
U.S. Trustee's objection to the approval of the KEIP and KERP that
only the U.S. Trustee, a party with no economic interest in these
Chapter 11 cases, has objected.

"Implementation of the KEIP and the KERP are necessary to maximize
the value of the Debtors' estates for the benefit of all
stakeholders.  The proposed KEIP is specifically designed to
incentivize senior management to work to obtain the greatest
possible recovery for stakeholders from the sale of substantially
all of the Debtors' assets.  In order to achieve the KEIP targets,
senior management will take-on significant additional duties
related to the asset sale, including responding to diligence
requests and continuing to perform their day-to-day job functions.
The KERP is designed to retain those non-insider employees who
perform duties necessary to maintain the business through the
completion of an asset sale," the Debtors stated.

The U.S. Trustee claimed that the KEIP is a disguised retention
plan that does not satisfy the Bankruptcy Code Section 503(c)(1)
or, in the alternative, the KEIP and KERP are not justified by the
facts and circumstances as required under Bankruptcy Code Section
503(c)(3).   The Debtors insisted in its Jan. 8 court filing that
the KEIP is a true incentive plan, not a retention plan, and is
therefore not subject to the requirements of Bankruptcy Code
Section 503(c)(1).

                    About Green Field Energy

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

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

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

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

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

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

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

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


GREEN MOUNTAIN: S&P Puts 'BB-' CCR on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and issue-level ratings on Waterbury, Vt.-based
Green Mountain Coffee Roasters Inc. (GMCR) on CreditWatch with
positive implications, meaning that S&P could either raise or
affirm the ratings upon completion of our review.

"The CreditWatch placement follows GMCR's announcement that it has
entered into a strategic collaboration agreement with The Coca-
Cola Company to jointly develop and market Coca-Cola products for
use in the company's new cold beverage system to be launched
during GMCR's calendar 2015," said Standard & Poor's credit
analyst Bea Chiem.

S&P believes that this partnership with Coca-Cola, a global
partner with leading shares in the liquid refreshment beverage
category, will improve S&P's assessment of GMCR's business risk
profile because it will result in greater product and geographic
diversity and improved competitive advantage with participation in
new and larger carbonated soft drink and cold beverage categories.
S&P will seek to resolve the CreditWatch listing following its
review of the potential impact on the company's business risk as a
result of this new partnership.


GROUP UNITED: Panama Canal Expansion Suspended
----------------------------------------------
David Roman, writing for The Wall Street Journal, reported that a
consortium in charge of expanding the Panama Canal said on Feb. 7
that work on the $3.1 billion project has been suspended, pending
a response from the Panamanian authorities on its latest proposal
to share cost overruns.

According to the report, in a statement to Spain's stock market
regulator, the GUPC consortium said it remains committed to
finding a solution to the conflict with Panama's Canal Authority.
But it added that the Authority has so far refused to take on
extra costs incurred during the project.

The statement -- filed by Madrid-based construction firm Sacyr SA,
the leading company in the consortium -- is the latest development
in a conflict triggered last month when GUPC set a deadline for
the Authority to contribute extra funds to the project, the report
said.

The deadline has since been postponed, but discussions remain
focused on $1.6 billion in overruns, the report related.  A Miami-
based arbitration court will have the final word on a series of
small cases on unexpected costs, referring to the expense on the
concrete used and the delays caused by events such as bad weather
and labor strikes. But the parties disagree on who will pay for
the remaining work, before the arbitration court decides on their
disputing claims.

Panama says it is already paid some funds in advance, so GUPC must
put up any additional funds needed to complete the work as signed,
the report further related.  GUPC, meanwhile, says Panama must
keep paying installments agreed on the original contract, on top
of the funds delivered in advance, to ensure that the work will be
completed by 2015.


GSP GROUP: PE Firm Revives 'Mafia' Defamation Claims in Sale Row
----------------------------------------------------------------
Law360 reported that Black Diamond Capital Management LLC has
sought to revive its Mafia-themed defamation accusations in a
lawsuit stemming from the now-resolved bankruptcy of investment
management firm GSC Group Inc., telling a New York appeals court
the statement at issue was clearly directed at the private equity
firm.

According to the report, in oral arguments before an intermediate
appellate court in Manhattan, Black Diamond took issue on a quote
GSC's minority lenders gave to a news reporter that allegedly
compared it to the Corleone family from the classic book and film
"The Godfather."

                         About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- was a private equity firm that specialized
in mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010, estimating
assets at $1 million to $10 million and debts at $100 million
to $500 million as of the Chapter 11 filing.

Effective Jan. 7, 2011, James L. Garrity Jr., was named Chapter 11
trustee for the Debtors.  The Chapter 11 trustee completed the
sale of business in July 2011 and filed a liquidating Chapter 11
plan and explanatory disclosure statement in late August.  The
bankruptcy court authorized the trustee to sell the business to
Black Diamond Capital Finance LLC, as agent for the secured
lenders.  Proceeds were used to pay secured claims.  The price
paid by the lenders' agent was designed for full payment on
$256.8 million in secured claims, with $18.6 million cash left
over.  Black Diamond bought most assets with a $224 million credit
bid, a $6.7 million note, $5 million cash, and debt assumption.  A
minority group of secured lenders filed an appeal from the order
allowing the sale.  Through a suit in state court, the minority
lenders failed to halt Black Diamond from completing the sale.

The Chapter 11 Trustee and Black Diamond filed rival repayment
plans for GSC Group.  The Chapter 11 trustee reached a handshake
deal on Dec. 13, 2011, ending the dispute with Black
Diamond that delayed a $235 million asset sale.

Michael B. Solow, Esq., at Kaye Scholer LLP, served as the
Debtor's bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, was
the Debtor's notice and claims agent.  Capstone Advisory Group LLC
served as the Debtor's financial advisor.

The Chapter 11 trustee tapped Shearman & Sterling LLP as his
counsel, and Togut, Segal & Segal LLP as his conflicts counsel.

Black Diamond Capital Management, LLC, is represented by attorneys
at Latham & Watkins and Kirkland & Ellis LLP.


HARRISBURG, PA: Receivership Could be Over by Spring, Mayor Says
----------------------------------------------------------------
Michael Hyland of Fox43 News reports that Harrisburg Mayor Eric
Papenfuse said the state could move to begin the process of
bringing the city out of receivership.

Gov. Tom Corbett (R) declared the city to be in a fiscal emergency
in October 2011.  In the time since, two receivers have worked to
bring the city out of debt.  That culminated with Maj. Gen.
William Lynch's creation of the Harrisburg Strong Plan last year,
according to Fox43 News.

The Pa. Department of Community and Economic Development (DCED),
through the Office of General Counsel, is expected to file
paperwork in Commonwealth Court to begin the process, the report
notes.

The report relates that the governor would lift the fiscal
emergency declaration.  If the judge approves the proposal, a
coordinator would be appointed within DCED to continue working
with the city to implement the Strong Plan, the report says.

Mayor Papenfuse said it's possible the city could be out of
receivership by late February or early March.

Mayor Papenfuse said he does not expect Gen. Lynch to continue to
work with the city.  However, Mayor Papenfuse pointed out the team
that helped Lynch craft the Strong Plan will remain, the report
relates.

Harrisburg would remain under Act 47 and still be considered a
distressed city, the report relates.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.  Mr. Unkovic was
replaced by William Lynch as receiver.


HDOS ENTERPRISES: Can Use Cash Collateral Until March 20
--------------------------------------------------------
Judge Neil W. Bason of the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, gave interim
authority for HDOS Enterprises to use cash collateral securing its
prepetition indebtedness.  The interim order came after the Debtor
entered into a stipulation with its secured creditor, Torrey Pines
Bank.

A final hearing on the use of cash collateral will be held on
March 20, 2014, commencing at 1:00 p.m., or as soon thereafter as
counsel may be heard in Courtroom 1545 of the Roybal Federal
Building.

                     About Hot Dog On A Stick

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

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq. -- sbiegenzahn@jbflawfirm.com --
and Michael D. Sobkowiak, Esq. -- msobkowiak@jbflawfirm.com -- at
FRIEDMAN LAW GROUP, P.C., in Los Angeles, California.

The Debtor has estimated assets ranging from $10 million to $50
million and estimated debts ranging from $1 million to $10
million.

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


HDOS ENTERPRISES: Sec. 341(a) Meeting of Creditors Set for March 7
------------------------------------------------------------------
The U.S. Trustee for Region 16 will hold a meeting of creditors of
HDOS Enterprises pursuant to Section 341(a) of the Bankruptcy Code
on March 7, 2014, at 1:15 p.m., at RM 7, 915 Wilshire Blvd., 10th
Floor, in Los Angeles, California.

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 U.S. Bankruptcy Court for the Central District of
California, Los Angeles Division.

                     About Hot Dog On A Stick

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

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Bankr. C.D. Cal. Case No. 14-
12028).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq. -- sbiegenzahn@jbflawfirm.com --
and Michael D. Sobkowiak, Esq. -- msobkowiak@jbflawfirm.com -- at
Friedman Law Group, P.C., in Los Angeles, California.

The Debtor has estimated assets ranging from $10 million to
$50 million and estimated debts ranging from $1 million to $10
million.

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


HDOS ENTERPRISES: Has Interim Authority to Pay Critical Vendors
---------------------------------------------------------------
Judge Neil W. Bason of the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, gave interim
authority for HDOS Enterprises to pay prepetition claims of
certain critical vendors to the extent that the contemplated
payments are made in the ordinary course of the Debtor's business,
with any further payments subject to review at a continued hearing
set for March 20, 2014, at 1:00 p.m.

The Debtors sought authority to pay its main supplier, Shamrock
Foods Company, for 20 days' worth of its prepetition claim, which
the Debtor estimates to be approximately $200,000.  The Debtor
also sought authority to pay all credit card processing fees and
chargebacks owed prepetition to its credit card processors.  The
Debtor estimates the prepetition processing fees to be $31,200 and
expects the chargebacks to be de minimus, especially in comparison
to the value to the Chapter 11 estate of continuing to accept
payment by credit card in an uninterrupted fashion.

All objections to the motion, if any, will be heard on the March
20 hearing.

                     About Hot Dog On A Stick

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

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq. -- sbiegenzahn@jbflawfirm.com --
and Michael D. Sobkowiak, Esq. -- msobkowiak@jbflawfirm.com -- at
FRIEDMAN LAW GROUP, P.C., in Los Angeles, California.

The Debtor has estimated assets ranging from $10 million to $50
million and estimated debts ranging from $1 million to $10
million.

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


HDOS ENTERPRISES: Seeks to Reject Leases for 16 Stores
------------------------------------------------------
HDOS Enterprises seeks authority from Judge Neil W. Bason of the
U.S. Bankruptcy Court for the Central District of California, Los
Angeles Division, to reject 16 unexpired leases immediately.

Among the leases, 10 apply to stores which are materially
underperforming; and have been for quite for some time before the
Chapter 11 case was commenced.  The other six leases relate to
stores closed prior to the Debtor initiating the Chapter 11 case.
Each of the 16 leases is "burdensome," the Debtor states in court
papers.

The 16 lease affected are the following:

  Landlord                  Store
  --------                  -----
  Simon                     Westminster Mall
  Carlyle Group             Metro Center, AZ
  Stone Bros. & Assoc.      Shewood Mall
  Macerich                  Fiesta (AZ)
  Forest City               Simi Valley
  Cushman Wakefield         Paradise Valley (AZ)
  Simon                     Aurora Denver
  JLL                       QKC Maui
  Glimcher                  Lloyd Center (Portland)
  Terramar                  Encinitas
  Legacy Mgt.               West Valley
  Klann, LP                 Catering
  Westfield                 Horton
  Westfield                 Galleria at Roseville
  Westfield                 Mission Valley
  JLL                       Serramonte Center

According to the Debtor, it is agreed and understood that as soon
as practicable after the motion has been granted, the Debtor will
remove its equipment and inventory; will return the affected
stores to "broom clean" condition; and will turn over the keys of
stores to the respective landlord or its agent.

                     About Hot Dog On A Stick

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

HDOS Enterprises, owner of the Hot Dog On A Stick business, sought
protection under Chapter 11 of the Bankruptcy Code on Feb. 3, 2014
(Bankr. C.D. Cal. Case No. 14-12028).

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

The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq. -- sbiegenzahn@jbflawfirm.com --
and Michael D. Sobkowiak, Esq. -- msobkowiak@jbflawfirm.com -- at
Friedman Law Group, P.C., in Los Angeles, California.

The Debtor has estimated assets ranging from $10 million to $50
million and estimated debts ranging from $1 million to $10
million.

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


HEENAN BLAIKIE: Closes, Lawyers Seek New Homes
----------------------------------------------
Lawyers from law firm Heenan Blaikie LLP are rushing to form new
ventures and negotiate mergers following the announcement that the
firm, once one of Canada's biggest, is closing the doors, Canada's
Globe and Mail reported.

U.S. giant DLA Piper -- the world's largest law firm -- confirmed
on Feb. 6 it is in talks with a core group of 60 to 70 lawyers
from the Toronto and Calgary offices of Heenan with the goal of
gaining a toehold in the Canadian market, Daily Bankruptcy Review
said.  Roger Meltzer, who serves as DLA Piper's co-chairman for
the Americas, told ABA Journal that the firm is talking with a
group that includes 25 to 30 partners with expertise in banking,
corporate and litigation, among other practices.

The ABA Journal related that an attorney exodus began from the
storied Canadian firm after it announced that partner pay would
drop by 10 to 15 percent.  The departure of dozens of lawyers made
headlines on Feb. 5, and more news followed Heenan Blaikie's
announcement that evening its partners had voted to dissolve,
although a number of offices and practice groups would form their
own firms.

"I can tell you about one," Vancouver partner Geoff Plant, a
former attorney general for British Columbia, told the Vancouver
Sun on Feb. 5.  "Sixteen lawyers from the Vancouver office will be
announcing the creation of a new firm called Gall, Legge, Grant
and Munroe."

On Feb. 6, the partners of Gall, Legge, Grant & Munroe announced
the establishment of British Columbia's newest law firm.  The firm
focuses on litigation, labour, employment and public law.
Founding partners are Peter Gall, Q.C., Andrea Zwack, and Jillian
Frank.  The firm will include Heenan Blaikie LLP founder Roy L.
Heenan, O.C., Ad.E., former Supreme Court of Canada Justice Michel
Bastarache, C.C., former BC Attorney General Geoff Plant, Q.C.,
former BC Labour Relations Board Chair and arbitrator Donald R.
Munroe, Q.C., sports industry legend and Harvard Law School
graduate Brian P. Burke, and leading UBC constitutional law
professor Robin Elliott, Q.C.


HOSPITALITY STAFFING: Feb. 24 Hearing on Severance Benefits
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Feb. 24, 2014, at 2:00 p.m., to consider HSS
Holding, LLC, et al.'s motion authorizing payment of severance
benefits to certain employees.  Objections, if any, are due
Feb. 17, 2014, at 4:00 p.m.

The Debtors relates that Section 9.1 of the asset purchase
agreement with HS Solutions Corporation provides that the "Buyer
shall offer employment to substantially all employees as of the
closing date;" however, the Buyer is not required to hire any
employee for any period of time after the closing.

Consistent with the APA, the Buyer offered employment to the
majority of the Debtors' 6,700 employees.  Unfortunately, 27 of
the Debtors' management-level employees were left out.

The Debtors do not have a formal severance program and did not
seek authority to pay severance benefits at the onset of the case.
Still, for the critical reasons, the Debtors sought to pay
severance benefits to the employees in an amount equal to three
weeks of normal weekly wages, less any standard deductions;
provided, however, that such severance benefits will not exceed
$91,000 in the aggregate.

The Debtors said the bonuses will not be paid out for the
employees and the severance benefits will not include any amounts
owed for sick leave, vacation or other types of paid time off
benefits.  The Buyer and DIP Lender have consented to the Debtors'
payment of the severance benefits to the employees and the DIP
Lender has funded the amount necessary to pay the severance
benefits, if approved.

The Debtors noted that a vice president of human resources for the
Debtors is included in the list of employees.  The VP of Human
Resources is an officer of the Debtors in title only and does not
partake in making operational or strategic decisions or otherwise
participate in the management of the Debtors' businesses so as to
be an "insider" for purposes of Bankruptcy Code sections 101(31)
or 503(c).

               About Hospitality Staffing Solutions

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.  HSS Holding disclosed assets of undetermined
amount and liabilities of $22,910,994.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.

Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the Debtors' cases as there was
insufficient response to the U.S. Trustee communication/contact
for service on the committee.

The Debtors filed for bankruptcy to facilitate a sale of the
business to HS Solutions Corporation, an entity formed by LJC
Investments I, LLC and a group of investors including Littlejohn
Opportunities Master Fund, L.P., Caymus Equity Partners and
Management, and SG Distressed Debt Fund LP.  The investor group
acquired $22.9 million of the secured bank debt on Oct. 11, 2013.
That debt is in default.

The asset purchase agreement with HS Solutions was approved by the
Court on Dec. 13, 2014.  The sale closed on Jan. 24, 2014.


HOSPITALITY STAFFING: Wants to Change Case Caption Following Sale
-----------------------------------------------------------------
HSS Holding, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to revise the caption for
their bankruptcy cases to reflect their new legal names.

The Debtors relate that the change is pursuant to the terms of the
asset purchase agreement for the sale of substantially all of the
Debtors' assets which closed on Jan. 24, 2014.

The name changes are:

   Former Debtor Names        New Debtor Names
   -------------------        ----------------
HSS Holdings, LLC             Hospitality Liquidation I, LLC
Hospitality Staffing
Solutions Group, LLC          Hospitality Liquidation II, LLC
Hospitality Staffing
Solutions, LLC                Hospitality Liquidation III, LLC
IHS Staffing Services, LLC    Hospitality IV, LLC
IHS Hospitality Services, LLC Hospitality Liquidation V, LLC
Hospitality Staffing
Solutions of Louisiana,
L.L.C.                        Hospitality Liquidation VI, LLC
Hospitality Staffing
Solutions of Iowa, LLC        Hospitality Liquidation VII, LLC
Hospitality Staffing
Solutions of Connecticut,
LLC                           Hospitality Liquidation VIII, LLC
Hospitality Staffing
Solutions of Indiana, LLC     Hospitality Liquidation IX, LLC
Hospitality Staffing
Solutions of Illinois, LLC    Hospitality Liquidation X, LLC

In addition, the Debtors intend to file a notice of legal name
change in the cases to ensure that all creditors and parties-in-
interest are aware of the Debtors' new names.

The Debtors propose a hearing on Feb. 24, 2014, at 2:00 p.m., to
consider the matter.  Objections, if any, are due Feb. 17 at 4:00
p.m.

               About Hospitality Staffing Solutions

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.  HSS Holding disclosed assets of undetermined
amount and liabilities of $22,910,994.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.

Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the Debtors' cases as there was
insufficient response to the U.S. Trustee communication/contact
for service on the committee.

The Debtors filed for bankruptcy to facilitate a sale of the
business to HS Solutions Corporation, an entity formed by LJC
Investments I, LLC and a group of investors including Littlejohn
Opportunities Master Fund, L.P., Caymus Equity Partners and
Management, and SG Distressed Debt Fund LP.  The investor group
acquired $22.9 million of the secured bank debt on Oct. 11, 2013.
That debt is in default.

The asset purchase agreement with HS Solutions was approved by the
Court on Dec. 13, 2014.  The sale closed on Jan. 24, 2014.


JAMES RIVER: Mulls Sale, Other Alternatives
-------------------------------------------
John Kell, writing for The Wall Street Journal, reported that
James River Coal Co. said it has tapped advisors to help the coal
mining company explore a potential sale and other strategic
alternatives.

According to the report, shares slumped 16% to 62 cents in after-
hours trading on Feb. 7.  The stock, which has languished for
years, briefly traded over $60 at its peak in 2008.

The company, which sells coal to electric utilities and industrial
customers, has reported wider losses, idled coal production and
furloughed jobs as utilities increasingly favor cheaper natural
gas to thermal coal, the report related.  Meanwhile,
metallurgical-coal prices have suffered as an uncertain economy
keeps a lid on demand.

On Feb. 7, James Coal said it is evaluating several options, which
could include a capital investment through debt or equity, or a
sale of all or one or more portions of the company, the report
further related.

The company has named Perella Weinberg Partners LP has
restructuring advisor, Deutsche Bank AG as merger and acquisitions
advisor, and Davis Polk & Wardwell LLP to provide legal advice.

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $14.99 million.  James River reported a net loss of
$138.90 million in 2012, as compared with a net loss of $39.08
million in 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $1.06 billion in total assets, $818.69 million in total
liabilities and $247.34 million in total shareholders' equity.

                           *     *     *

In the May 24, 2013, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating to
Caa2 from Caa1.

"While the company continues to take actions to reposition
operations and shore up its balance sheet, we expect external
factors will preclude James River from maintaining credit measures
and liquidity consistent with the Caa1 rating level," said Ben
Nelson, Moody's lead analyst for James River Coal Company.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


KINDE DURKEE: Liquidators Recover Only $94,000 From Theft
---------------------------------------------------------
Patrick McGreevy, writing for the Los Angeles Times, reports that
more than a year after campaign treasurer Kinde Durkee was ordered
to repay $10.5 million she embezzled from the accounts of dozens
of politicians, including U.S. Sen. Dianne Feinstein; federal
officials said they have only been able to recover $94,469 from
liquidation of her assets to go to restitution.

The report says that in November 2012, Ms. Durkee was sentenced to
eight years in federal prison and ordered to repay the money she
stole from 77 victims, mostly politicians from California,
including the campaign committees of Feinstein and Democratic
Reps. Laura Richardson of Long Beach, Loretta Sanchez of Garden
Grove and Susan A. Davis of San Diego, according to Los Angeles
Times.

The report notes that federal prosecutors allege that Ms. Durkee
used money from clients' accounts to pay for Disneyland tickets,
ice cream and other expenses billed to her credit cards, as well
as to pay her mortgage and for residential care for a relative and
office expenses to keep her failing business afloat.

Ms. Feinstein's campaign committees lost the most, at least US$4.5
million, according to the court filings, the reports notes.

Federal officials liquidated Ms. Durkee's retirement account and
sold her Burbank office building but have come up with less than
US$100,000, according to Lauren Horwood, a spokeswoman for the
U.S. attorney's office, the report discloses.

The report relates that Justin Berger, an attorney for Feinstein's
campaign committees, said his law firm is still pursuing financial
claims against the bank Ms. Durkee used, but he was not shocked
that the liquidation of Ms. Durkee's assets have yielded a
fraction of what she stole.


KIT DIGITAL: Files Suit Against Invigor Over Asset Acquisition
---------------------------------------------------------------
Piksel, Inc., on Feb. 9 disclosed that it has commenced legal
action against Invigor Group Limited, formerly known as Hyro
Limited.

In June of 2012 Piksel's predecessor company, KIT digital, Inc.
acquired substantially all of the assets of Invigor in exchange
for $2 million cash and shares of KIT digital, Inc., valued at
approximately $15 million.  The shares issued to Invigor as
consideration were subject to a "Top-Off" provision.

The lawsuit filed by Piksel accuses Invigor of making fraudulent,
negligent, and misleading representations regarding its customer
relationships, its business outlook, and its cash tax liabilities.
Piksel's suit seeks disallowance of Invigor's Top-Off claim, cash
damages, and recovery of Piksel's attorney's fees.  The suit is an
amendment to litigation previously commenced in KIT digital,
Inc.'s reorganization case in the US Bankruptcy Court for the
Southern District of New York, where Invigor's Top-Off claim was
previously subordinated to the claims of general creditors.

"Invigor claimed it was selling a $25 million revenue business
with happy customers.  Invigor also claimed it had no outstanding
tax obligations," said Allan Dunn, Chief Operating Officer of
Piksel.  "In truth, Invigor was a business less than half that
size and it was losing customers at a very rapid rate.  Invigor
also had significant undisclosed tax obligations in Australia and
New Zealand."

This suit is a result of a review of all partnerships and
agreements by Piksel's new leadership team.

"As a listed company in Australia, Invigor continues to make
public statements that it expects to receive warrants to purchase
8% of the outstanding shares of Piksel.  We feel very strongly
that when presented at trial, the facts will demonstrate that
Invigor made significant fraudulent and negligent representations.
As such, pending resolution of the litigation, Piksel will not
issue any warrants to Invigor; on the contrary, Piksel is seeking
to recover damages from Invigor," said Fabrice Hamaide, Chief
Financial Officer of the Company.

A complete copy of the complaint is available on
http://www.americanlegalclaims.com/kdi

                           About Piksel

Headquartered in New York City, Piksel (formerly KIT digital,
Inc.) is a global provider of digital television and media
solutions.  Its offices can be found throughout Europe and the
Americas, serving more than 1,600 clients in over 50 countries.

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.

The Official Committee of Equity Security Holders tapped to retain
Brown Rudnick LLP, as lead bankruptcy counsel.

The Official Committee of Unsecured Creditors tapped to retain
Cathy Hershcopf, Esq., at Cooley LLP as its lead bankruptcy
counsel, and Odyssey Capital Group as its financial advisor.

The Debtor won confirmation of its Third Amended Plan of
Reorganization, dated as of Aug. 6, 2013, on August 7.  The Plan
became effective on Aug. 16, 2013.


LABORATORY PARTNERS: Wants More Time to Decide on Leases
--------------------------------------------------------
Laboratory Partners Inc., et al., filed with the U.S. Bankruptcy
Court for the District of Delaware a motion seeking to extend for
an additional 90 days, through and including May 27, 2014, the
deadline by which the Debtors must assume or reject unexpired
leases of nonresidential real property.

The Debtors are parties to several unexpired leases of
nonresidential real property.  The Debtors are in the midst of
evaluating options with respect to anticipated sales of their
assets.  The Debtors have been engaged in active negotiations with
potential bidders for the Debtors' assets so as to maximize value
for their estates.  Consequently, the Debtors have not yet had an
opportunity to carefully and thoroughly consider the propriety of
assuming or rejecting the Leases, and need additional time to do
so in a manner which will be beneficial to their creditors and
estates.  Currently, the Debtors have until Feb. 24, 2014, to
decide on the Leases.

The Debtors said, "The Leases are important to their business and
it is imperative that the Debtors be afforded sufficient time to
evaluate all of the Leases.  The Debtors should not be forced at
this time to incur administrative claims or reject what may prove
to be valuable or necessary assets before the Debtors have had a
full opportunity to explore their options with respect to the
Leases in the context of these cases."

                     About Laboratory Partners

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

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

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


LADDER CAPITAL: Fitch Says IPO Neutral to Company's 'BB' IDR
------------------------------------------------------------
Fitch views Ladder Capital Corp's initial public offering (IPO) as
neutral to the company's 'BB' issuer default rating. Ladder raised
$225 million in equity capital by selling 13.25 million of Class A
shares in an IPO this week. The company is listed on NYSE under
the symbol 'LADR'.

The IPO has some positive elements including opening up a new
source of capital to fund growth and establishing a public
valuation for the company, which creates optionality for existing
owners including affiliates of Alberta Investment Management
Corp., GI Partners, Ontario Municipal Employees Retirement System
and TowerBrook Capital Partners. Publicly traded shares represent
approximately 15% of the company's capital base as of Sept. 30,
2013, pro forma for the IPO.

The public ownership addresses the relatively shorter-term
investment horizon of the company's private equity firm owners,
which could have otherwise potentially introduced strategic
uncertainty or shareholder friendly activities, including Ladder
acquiring these firms' equity stakes by incurring additional debt.
In addition, the equity raise should result in modestly reduced
leverage, at least for the near term. As of Sep. 30, 2013,
Ladder's leverage, calculated as gross debt to tangible equity,
was 1.0x (0.9x pro forma for the IPO), well below management's
stated leverage target of 2.0x - 3.0x.

However, public ownership could potentially put pressure on the
company to generate short-term earnings growth or challenge the
company's current balanced operating strategy. Fitch views the
company's management team and conservative operating strategy
(including reduced risk taking depending on market conditions) as
key strengths to current ratings. Any adverse changes to the
operating strategy including aggressive growth or loosening of
underwriting standards would be viewed negatively by Fitch.


LAND RESOURCE: 6th Circuit Says Condo Owner Can't Sue Insurers
--------------------------------------------------------------
Law360 reported that in an unpublished opinion on Jan. 30, the
Sixth Circuit upheld a district court's ruling that there is no
exception to a Tennessee law barring a condo owner from directly
suing the insurers of two companies that she says defrauded her,
even though the alleged perpetrators entered bankruptcy while the
woman's lawsuit against them was still pending.

According to the report, a three-judge panel for the appellate
court ruled in favor of Great American E and S Insurance Co., the
insurer of now-defunct Land Resources Co. and its affiliate
Villages at Norris Lake, LLC.

The case is Diane Mauriello v. Great American E and S Insurance
Co., Case No. 13-5469 (6th Cir.).

                      About Land Resource

Headquartered in Orlando, Florida, Land Resource LLC --
http://www.landresource.com-- developed residential communities,
includig coastal, lakefront and mountain locations in Georgia,
North Carolina, West Virginia, Tennessee and Florida.

The Company and its affiliates filed for Chapter 11 protection on
October 30, 2008 (Bankr. M.D. Fla. Lead Case No. 08-10159).  Jordi
Guso, Esq., at Berger Singerman, P.A., in Miami, Florida, and
Richard D. Sierra, Esq., at Kosto & Rotella PA, in Orlando,
Florida, were counsel to the Debtors.  Jeffrey I. Snyder,
Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in Miami,
Florida, represented the Committee of Creditors Holding Unsecured
Claims as counsel.  The Company listed assets of $100 million to
$500 million and debts of $50 million to $100 million.  Trustee
Services Inc. is the Debtors' notice, claims and balloting agent.


LIBERTY MEDICAL: Court Rejects Relators' Reverse False Claim
------------------------------------------------------------
Bankruptcy Judge Peter Walsh in Wilmington, Delaware, rejected the
proofs of claims filed by Lucas W. Matheny and Deborah Loveland --
former employees of Liberty Medical Supply, Inc., and/or its
affiliated debtors -- who have alleged that Liberty received
millions of dollars in what they term "Overpayments" from federal
health care payors (e.g., Medicare, Medicaid) that Liberty
allegedly never repaid or reported to the government per Liberty's
Corporate Integrity Agreement.  Mr. Matheny and Ms. Loveland, so-
called Relators, also allege that Liberty created false records
during the annual paid claims reviews mandated by the Corporate
Integrity Agreement and conducted by independent auditors.

In June 2008, the Relators filed their initial qui tam complaint
under seal in the Florida District Court, alleging violations of
the reverse false claim provision of the False Claims Act, 31
U.S.C. Sec. 3729(a)(7) (2006), against the Debtors and certain
non-debtor entities.

The U.S. Department of Justice spent over a year investigating the
Relators' claims, at the conclusion of which the Department of
Justice declined to intervene in the case.

Judge Walsh held that the Relators have received more than four
million pages of documents and numerous databases containing reams
of data from the Debtors; have deposed 10 witnesses, including
three extensive corporate depositions; and have retained two
experts.  Yet their claims remain unsubstantiated.

Accordingly, Judge Walsh granted the Motion for "Summary Judgment
on Joint Objection to Proofs of Claim 303, 304, and 305" filed by
debtors PolyMedica Corporation, Liberty Healthcare Group, Inc.,
and Liberty Medical Supply, Inc., finding that there are no
genuine disputes regarding the material facts and that the Debtors
and the creditors that joined in the Summary Judgment Motion are
entitled to judgment as a matter of law on the joint objection to
proofs of claim numbers 303, 304, and 305.

In his Feb. 6, 2014 decision available at http://is.gd/aj5HBxfrom
Leagle.com, Judge Walsh held that the requisite elements of a
reverse false claim have not been proven, nor have any factual or
legal arguments been disputed.  In sum, going through the
elements, not a single one has been sustained.  There has been no
proof of a false record or statement.  There has been no proof of
Liberty's knowledge of any falsity.  There has been no proof that
Liberty made, used or caused a false statement for the purpose of
concealing, avoiding or decreasing money owed to the federal
government. There has been no proof that Liberty had any specific
legal monetary obligation owed to the federal government by which
it attempted to fraudulently circumvent.

Mark S. Chehi, Esq., Robert A. Weber, Esq., and Jason M. Liberi,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP; Michael R.
Manthein, Esq., William N. Shepherd, Esq., and Daniel S. Fridman,
Esq., at Holland & Knight LLP; and Ted A. Berkowitzn, Esq., and
Veronique Urban, Esq., at Farrell Fritz, P.C., argue for Arlene
(Perazella) Rodriguez, a creditor and currently Liberty's
Executive Vice President of Operations and Chief Operating
Officer.  Ms. Rodriguez was named as defendant in the qui tam
suit.

Jack E. Fernandez, Esq., and Nathan M. Berman, Esq., at Zuckerman
Spaeder LLP, represent Carl Dolan, a former Liberty employee, who
was also named as defendant in the qui tam suit.  Mr. Dolan served
as Assistant Vice President and Vice President in Liberty's
Account Services Department (later known as RCM).

Adam Hiller, Esq., and Brian Arban, Esq., at Hiller & Arban, LLC;
Mark A. Cullen, Esq., at The Cullen Law Firm, P.A., serve as
attorneys for the Relators, and counsel to Medco Health,
Solutions, Inc.

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., Nancy A. Mitchell, Esq., and Joseph P.
Davis, Esq., at Greenberg Traurig, LLP; and Enu Mainigi, Esq., and
Jennifer G. Wicht, Esq., at Williams & Connolly LLP, Washington,
D.C., serve as the Debtor's counsel; Ernst & Young LLP to provide
investment banking advice; and Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.


LIBERTY MEDICAL: Hires EYCA as Financial Advisor
------------------------------------------------
ATLS Acquisition, LLC and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Ernst & Young Capital Advisors, LLC ("EYCA") as financial
advisor, nunc pro tunc to Jan. 1, 2014.

The Debtors require EYCA to:

   (a) evaluate the Debtors' potential debt capacity in light of
       projected cash flows;

   (b) advise the Debtors on financial issues in connection with
       the Debtors' determination of a capital structure in
       connection with a Financing;

   (c) advise the Debtors on tactics and strategies for
       negotiating with lenders or investors;

   (d) render financial advice to the Debtors in connection with a
       Financing and, at the request of the Debtors, participating
       in meetings or negotiations with lenders, investors and
       rating agencies or other appropriate parties in connection
       with a Financing;

   (e) advise the Debtors on the timing, nature, structure and
       terms of new debt or loan, other considerations or other
       inducements to be offered pursuant to a Financing;

   (f) advise and assist the Debtors in evaluating potential
       Financing transactions from a financial perspective;

   (g) contact potential sources of capital;

   (h) assist the Debtors in implementing a Financing;

   (i) assist the Debtors in their preparation of marketing
       materials and other documentation required in connection
       with any Financing, subject to the provisions of the
       Engagement Agreement;

   (j) attend meetings of the Debtors' Board of Directors and the
       Board's committees with respect to matters on which EYCA
       has been engaged to advise; and

   (k) provide other related financial advisory services
       specifically relating to the Financing.

By separate application and order, the Debtors have already
retained Ernst & Young LLP ("EY LLP") as financial advisor to the
Debtors.  EYCA is a separate legal entity from EY LLP and EYCA has
its own engagement agreement with the Debtors, separate from that
of EY LLP.

EYCA will be paid at these hourly rates:

       Managing Director             $715-$880
       Senior Vice President         $585-$720
       Vice President                $485-$600
       Associate                     $360-$440
       Analyst                       $185-$225

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

K.C. Brechnitz, senior managing director of EYCA, 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.

EYCA can be reached at:

       K.C. Brechnitz
       ERNST & YOUNG CAPITAL ADVISORS, LLC
       Suite 3800, 100 N. Tryon Street
       Charlotte, NC 28202
       Tel: (704) 372-6300
       Fax: (704) 331-1988

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., Nancy A. Mitchell, Esq., and Joseph P.
Davis, Esq., at Greenberg Traurig, LLP; and Enu Mainigi, Esq., and
Jennifer G. Wicht, Esq., at Williams & Connolly LLP, Washington,
D.C., serve as the Debtor's counsel; Ernst & Young LLP to provide
investment banking advice; and Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.


LIQUIDATION WORLD: Closes 73 Stores in Canada
---------------------------------------------
Wetaskiwin Times reports that The LW (Liquidation World) outlet in
the Wetaskiwin Mall in Wetaskiwin, Alberta, is only one of 73
stores under the brand name to close up shop across Canada.

LW's parent company, Big Lots, based in Columbus, Ohio, made the
announcement last month in its third quarter results of 2013.

Not only is it shuttering the LW stores, but another five stores
under the Big Lots name brand, two distribution centers and an
office, are also on the chopping block, according to Wetaskiwin
Times.  The report relates that the "principal operations will
cease during the first quarter of fiscal 2014.

Big Lots purchased "the struggling Canadian business in July 2011
with the intention of revitalizing it and using it as a base for
bringing extreme value merchandising and the Big Lots brand to
customers in Canada, the report recalls.

Andrew Regrut, director of investor relations for Big Lots,
declined to say how many employees would lose their jobs at the
Ontario location this spring.  There are estimated 1,600 workers
employed by the company across Canada.

Liquidation World, with shelves stocked with everything from toys,
health and beauty products to clothing and hardware "was a
struggling retailer."  The Canadian Company had not made money for
the previous five to six years.

                  About Liquidation World

Liquidation World (TSX:LQW) liquidates consumer merchandise
through 92 stores in Canada.  The Company solves asset recovery
problems in a professional manner for the financial services
industry, insurance companies, manufacturers, wholesalers and
other organizations. Liquidation World is based in Brantford,
Ontario.  The Company opened its first store in Calgary, Alberta
in 1986 and today, with more than 1,200 employees, is Canada's
largest operator of closeout retail stores.


LONGVIEW POWER: Exclusive Plan Filing Deadline Moved to March 14
----------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware has extended, at the behest of Longview Power
LLC, et al., the exclusive periods for the Debtors to file a
Chapter 11 plan to March 14, 2014, and to solicit acceptances of
that plan until May 15, 2014.

As reported by the Troubled Company Reporter on Jan. 27, 2014, the
backstoppers -- holders of approximately 60% of the debt
outstanding under the Longview Credit Agreement -- supported the
extension of the exclusivity periods and expressed support on the
Debtors' response to Kvaerner North American Construction Inc.'s
objection to the extension request.

Kvaerner had said that the Debtors and the Backstoppers repeatedly
expressed that reorganization in the cases must be accomplished
quickly and that any other timetable was unworkable.  Kvaerner
claimed that through the exclusivity motion, the Debtors sought to
prolong the timeframe for reorganization.

The TCR reported on Jan. 3, 2014, the Debtor sought the extension
in concert with the Feb. 10 plan confirmation hearing.  Longview
in November 2013 filed a bankruptcy-exit plan that will drop
$1 billion in debt from the Debtor's balance sheet and raise money
to cover the cost of fixing the plant.  Under the Plan, the
lenders under a $1.04 billion credit facility would share between
85% and 90% of the reorganized company's equity, court papers
show.  The lenders providing the bankruptcy loan would get the
rest of the equity.

An unresolved issue is the status of $370 million in mechanics'
liens and whether they come before or behind other lenders.  The
company initiated proceeding for the bankruptcy court to estimate
the mechanics' lien claims.  The company says they are entitled to
no payment under the plan.

On Jan. 24, 2014, the Debtors filed a notice saying that the
confirmation hearing has been adjourned to March 10, 2014, at
10:00 a.m., prevailing Eastern Time.  On Jan. 28, 2014, Kvaerner
withdrew its objection without prejudice for Kvaerner to respond
or object to additional or subsequent requests by the Debtors to
extend the exclusive periods.

                     About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


LONGVIEW POWER: Kvaerner Wants Relief From Automatic Stay
---------------------------------------------------------
Kvaerner North American Construction Inc. filed on Jan. 22, 2014,
a motion for relief from automatic stay for it to be able to
pursue claims under insurance policies in which Longview Power
LLC, et al., may have an interest.

Kvaerner wants to (a) pursue claims tendered under the insurance
policies prior to the Petition Date and (b) tender new claims
under the insurance policies, in which the Debtors may have an
interest, on account of damages incurred or that could be incurred
by Kvaerner and arising out of the power facility project,
including seeking reimbursement, defense costs, and
indemnification as necessary.  In connection with the power
facility project, Kvaerner has direct insurance claims for damage
caused by others, and insurance claims for third-party claims
brought against Kvaerner.  Prior to the Petition Date, Kvaerner
tendered insurance claims under the Allianz and Liberty Mutual
Policies as well as the excess policies.

Longview Power LLC is a named insured under the Allianz Policy and
is believed to be an additional insured under the Liberty Mutual
Policy, and by extension the excess policies, on account of the
Services Agreement with Kvaerner.  The Excess Policies provide
excess coverage in the event that the coverage available under the
Liberty Mutual Policy is depleted.  The Debtors did not list any
of the Insurance Policies in the Longview Schedules and it is
unclear if the Longview estate claims a property interest in the
insurance policies or if Longview has a property interest in the
proceeds available under the insurance policies.  It yet is
unclear whether the insurance policies are subject to the
automatic stay provisions of the U.S. Bankruptcy Code, Kvaerner
said in its Jan. 22, 2014 court filing.

Prior to the commencement of the bankruptcy cases, Allianz Global
Risk U.S. Insurance Company issued its Builder's All-Risk Policy,
with limits of $1.41 billion for material damage per any one
occurrence and $383.94 million in the aggregate for "time element"
loss.  The Allianz Policy lists Longview and Kvaerner as named
insureds and provides project specific, first-party coverage for
Kvaerner's losses.

In connection with the power facility project, Liberty Mutual Fire
Insurance Company issued a Commercial General Liability Policy,
wherein Kvaerner and certain of its subcontractors were named
insureds.  The Liberty Mutual Policy provides coverage in the
amount of $2 million per occurrence and $4 million in the
aggregate.

Kvaerner also secured: (a) an "Excess Construction (Wrap Up)
Liability Policy (CCIP)", issued by Aspen Insurance UK Ltd./Lloyds
Syndicate 2003 as a first layer of excess coverage, which provides
coverage above the Liberty Mutual Policy of up to $25 million
per occurrence with a cap of $25 million; (b) a "Following
Form Liability Insurance Policy" issued by Endurance Specialty
Insurance Ltd. as a second layer of excess coverage, which
provides coverage above the Aspen/Lloyds Policy of up to
$25 million per occurrence with a cap of $25,000,000; and (c) a
"Following Form Liability Insurance Policy" issued by XL Europe
Ltd as a third layer of excess coverage above the Endurance Policy
of up to $50 million per occurrence with a cap of $50 million.
The excess policies cover the same named insureds and, with some
exceptions, are generally subject to the same terms, definitions,
exclusions and limitations as the Liberty Mutual Policy.

                     About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


LOUISIANA RIVERBOAT: May Use Cash Collateral Through 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 through March 31, 2014, from
Dec. 31, 2013, on the same terms and conditions as provided in the
final cash collateral order.

A copy of the budget is available for free at:

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

As reported by the Troubled Company Reporter on Oct. 2, 2012, the
U.S. Bankruptcy Court for the Western District of Louisiana
authorized, on a final basis, the Debtor to use the cash
collateral of the first lien lenders and second lien lenders.
Each of the lenders asserts that certain prepetition obligations
were secured by valid, enforceable and properly perfected liens on
and security interest in substantially all assets and cash held in
certain accounts of the Debtors.

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.

The TCR reported on Oct. 2, 2012, that as adequate protection from
any diminution in value of the lender's collateral, the Debtors
were allowed 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.

                       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.


MERITAGE HOMES: Moody's Hikes Corp. Family Rating to 'Ba3'
----------------------------------------------------------
Moody's Investors Service raised the Corporate Family Rating of
Meritage Homes Corporation to Ba3 from B1 and Probability of
Default rating to Ba3-PD from B1-PD. Concurrently, Moody's
upgraded all of the company's existing senior unsecured notes and
convertible senior notes due 2032 to Ba3 from B1. Moody's also
affirmed Meritage's Speculative-Grade Liquidity (SGL) assessment
at SGL-2. The rating outlook is stable.

The upgrade of the Corporate Family Rating to Ba3 reflects the
expectation for continued improvement in Meritage's credit
metrics. Moody's projects adjusted homebuilding debt leverage to
be maintained below 50% and gross margins are projected to be at
least 22% resulting in continued positive net income generation.

The following rating actions were taken:

Corporate Family Rating, upgraded to Ba3 from B1;

Probability of Default Rating, upgraded to Ba3-PD from B1-PD;

$175 million 4.5% senior unsecured notes due 2018, upgraded to Ba3
(LGD4, 53%) from B1 (LGD4, 54%);

$303 million 7.15% senior unsecured notes due 2020, upgraded to
Ba3 (LGD4, 53%) from B1 (LGD4, 54%);

$300 million 7.0% senior unsecured notes due 2022, upgraded to Ba3
(LGD4, 53%) from B1 (LGD4, 54%);

$127 million 1.875% convertible senior unsecured notes due 2032,
upgraded to Ba3 (LGD4, 53%) from B1 (LGD4, 54%);

Senior unsecured shelf rating, upgraded to (P)Ba3 from (P)B1;

Speculative Grade Liquidity assessment, affirmed at SGL-2;

The rating outlook is stable.

Ratings Rationale

The Ba3 Corporate Family Rating reflects Meritage's improving
operating performance which is expected to result in a moderate
adjusted homebuilding debt-to-capitalization ratio of 46% in 2014
and continued profitability on a net income basis (the company
resumed generating net income in Q2 2012). Additionally, the Ba3
rating reflects Moody's projected healthy gross margins of around
22% by the end of 2014, modest land supply, and good cash
position. Moreover, our ratings incorporate the industry's
positive momentum which Moody's expect to support the improvement
in the company's credit metrics in 2014.

At the same time, the rating is constrained by projected negative
free cash flow generation as the company invests in land and land
development over the next 12 to 18 months. The rating also
reflects the company's reliance on its Texas and California
operations, which accounted for 27% and 26%, respectively, of
revenues for the YTD period ended 9/30/13.

The SGL assessment takes into account internal and external
sources of liquidity, covenant compliance, and alternate sources
of liquidity. Meritage's SGL-2 rating indicates a good liquidity
profile, supported by a $274 million cash balance and $90 million
short term investments and market table securities balance at
December 31, 2013, full availability under its $200 million
revolving credit facility, and by the lack of near term debt
maturities. However, liquidity is constrained by the expected
negative cash flow generation, lack of any significant sources of
alternate liquidity, and by the need to comply with the financial
covenants in the credit facility agreement.

The stable outlook reflects Meritage's steady financial
performance and our view that the company will continue to
generate improved results over the next year, as demand and
pricing continue to strengthen. The outlook also incorporates our
view that an improving operating environment combined with
expected capital structure discipline should allow the company's
debt leverage to decline.

The ratings would be considered for an upgrade if Meritage's
adjusted homebuilding debt-to-capitalization ratio declined below
40% and if the company expands its profitability on a net income
basis, while maintaining strong liquidity. In addition, a material
increase in size, scale, and diversification is an important
consideration for upgrade.

The ratings could be lowered if the company jeopardized its
liquidity position by engaging in land purchases or substantial
share buy-backs, if gross margins or earnings deteriorate
substantially, or if the adjusted homebuilding debt-to-
capitalization ratio is maintained above 50% during the next 12 to
18 months.

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

Meritage Homes Corporation is the ninth largest homebuilder in the
U.S., primarily building single-family and attached homes in 18
metropolitan areas in Arizona, Texas, California, Colorado,
Florida, North Carolina, South Carolina, and Tennessee. Formerly
known as Meritage Corporation, the company was founded in 1985 and
is headquartered in Scottsdale, Arizona. Total revenues and
consolidated net income for 2013 were approximately $1.8 billion
and $124 million, respectively.


MESA AIR: KSAZ News 10 Story Misrepresents Pilots, ALPA Says
------------------------------------------------------------
Air Line Pilots Association, Int'l disclosed that on Feb. 7, 2014,
Mesa Air Group pilots, represented by the Air Line Pilots
Association, Int'l (ALPA), condemned a news story aired by
Phoenix-based Fox affiliate KSAZ News 10 on Feb. 6.  The
sensationalized story cited a number of inaccuracies, including
one that asserts that no pilots were laid off during Mesa's 2010
Chapter 11 bankruptcy and that a Mesa Airlines captain can earn
$100,000, while proclaiming that "starting pay is modest."

"In truth, our pilots often leave flight schools with more than
$100,000 in student loan debt, only to find a job at Mesa paying
$22,000 a year," said First Officer Marcin Kolodziejczyk, head of
the Mesa unit of ALPA.  "This is unconscionable for a well-trained
pilot entrusted with the lives of hundreds of passengers each day.
After eight years, a first officer may expect to make $40,000 a
year, while he waits to be upgraded to captain.  This is hardly
the lucrative career path that the news story depicted."

Though the story claimed that the company was able to "avoid lay-
offs" during its 2010-11 bankruptcy, in fact, the company
furloughed almost 500 pilots plus flight attendants and many other
employees in an effort to cut costs.  The pilot group also took
deep cuts in quality-of-life issues, such as health care.

For the past two years, the pilot leadership at Mesa has been
attempting to recuperate many of these benefits during contract
negotiation talks with management.  However, talks have been slow
on the economic issues of the contract, and pilots continue to
work under a 2008 agreement while their company touts new planes,
a bright future, and a growing business.

"We are extremely proud of our company's achievements and are
excited about new aircraft and new business opportunities,"
continued First Officer Kolodziejczyk.  "However, this shouldn't
be used as a platform for the company and the media to whitewash
the past and misrepresent the current status of our pilots.  Our
pay scales, work rules, and scheduling continue to be near the
bottom of the regional airline industry.  If Mesa Air Group truly
wants to celebrate its success, we invite them to do so at the
negotiating table by offering a fair and equitable deal to their
pilots."

Founded in 1931, Air Line Pilots Association, Int'l --
http://www.alpa.org-- is the world's largest pilot union,
representing nearly 50,000 pilots at 31 airlines in the United
States and Canada.

                          About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
(Bankr. S.D.N.Y. Lead Case No. 10-10018) on Jan. 5, 2010, in New
York, listing assets of $976 million against debt totaling
$869 million as of Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on Jan. 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MF GLOBAL: Knighthead Questions Liquidation Fees
------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reports
that Knighthead Capital Management LLC said it is "extremely
troubled" by what it says is a lack of transparency for millions
of dollars of fees charged in the liquidation of MF Global Inc.

Knighthead, a New York hedge-fund manager that specializes in
distressed investments, is calling for more disclosure of the fees
charged by the consultants and other non-legal professionals that
trustee James W. Giddens hired to help him wind down the defunct
broker-dealer, according to the WSJ.  Knighthead said those fees
may be as much as $200 million.

Knighthead "is extremely troubled by the incurrence of certain
non-attorney administrative expenses by the trustee's 'team of
professionals' without any ability of creditors or the court to
even review such expenses," Knighthead said in court papers
obtained by the WSJ.

The WSJ notes that appointed to wind down MF Global upon its
October 2011 collapse, Mr. Giddens encountered a $1.6 billion
shortfall in brokerage customer accounts.  In November, he won
bankruptcy court approval of a plan to return 100% of the money
owed to MF Global's U.S. and overseas commodity customers, the WSJ
relates.

The report notes that the fees that Mr. Giddens and his lawyers
charged for the monumental effort are covered by the Securities
Investor Protection Corp, or SIPC, which Congress created in 1970
to protect brokerage customers.  The bankruptcy court and SIPC
review those fees, the report relays.

But SIPC doesn't cover non-legal fees.  Instead, that must come
out of MF Global's own cash, which is the same stockpile that MF
Global creditors like Knighthead are depending on for payment, the
WSJ notes.

Judge Martin Glenn of the U.S. Bankruptcy Court in Manhattan will
consider Knighthead's request at a Feb. 13 hearing.

The WSJ relays that Kent Jarrell, Mr. Giddens' spokesman, said
SIPC reviewed and approved the consultants' fees on an "ongoing
basis."  Mr. Giddens said the consultants and accountants, from
Ernst & Young and Deloitte, also applied a "substantial public
interest discount" to their fees, the WSJ adds.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MICHAEL GERARD: $281,000 Judgment Non-Dischargeable
---------------------------------------------------
Wisconsin District Judge C.N. Clevert, Jr., affirmed a bankruptcy
court order granting Kevin and Margaret Gerard's summary judgment
motion finding that a $281,000 judgment was the result of "willful
and malicious injury" by Chapter 11 debtor Michael Gerard, Kevin's
brother, and, therefore, nondischargeable under 11 U.S.C. Sec.
523(a)(6).  The appellate case is MICHAEL J. GERARD, Appellant, v.
KEVIN P. GERARD, MARGARET M. GERARD, Appellees, Case No. 13-C-0114
(E.D. Wis.).  A copy of the Feb. 5, 2014 Order is available at
http://is.gd/Fppt1Nfrom Leagle.com.


MONTANA ELECTRIC: Court OKs Hiring of McGuireWoods as Co-Counsel
----------------------------------------------------------------
Southern Montana Electric Generation and Transmission Cooperative,
Inc. sought and obtained authorization from the U.S. Bankruptcy
court for the District of Montana to employ McGuire Woods LLP, and
its professionals, Mike Roeschenthaler, Mark E. Freedlander,
Joanne Katsantonis and Michele McKinnon as THE Debtor's co-
counsel.

The retention of McGuire Woods is intended to supplement work
performed by Goodrich, which will remain lead bankruptcy counsel
to the Debtor.  In particular, McGuire Woods currently expects
that it will assist Goodrich in the representation of the Debtor
with respect to matters as follows:

   (a) matters involving applicable cooperative or non-profit law
       and its intersection with bankruptcy law and/or impact on
       the Debtor's bankruptcy case;

   (b) matters requiring the involvement of lawyers with specific
       expertise in the energy industry;

   (c) certain matters relating to the plan of reorganization or
       plan of liquidation process involving the Debtor,
       including, without limitation, litigation support, to the
       extent required by Goodrich;

   (d) strategic bankruptcy and restructuring matters as and when
       required, including, without limitation, litigation
       support; and

   (e) certain other matters as may be requested by the Debtor's
       Board of Trustees or Goodrich in order to allow the Debtor
       to fulfill its duties and obligations under this chapter 11
       case.

McGuire Woods will be paid at these hourly rates:

       Mike Roeschenthaler          $675
       Mark E. Freedlander          $800
       Joanne Katsantonis           $675
       Michele McKinnon             $650

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

Mark E. Freehandler, member of McGuire Woods LLP, 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.

McGuire Woods can be reached at:

       Mark E. Freedlander, Esq.
       MCGUIREWOODS LLP
       EQT Plaza
       625 Liberty Avenue, 23rd Floor
       Pittsburgh, PA 15222
       Tel: (412) 667-6000
       Fax: (412) 667-6050
       E-mail: mfreedlander@mcguirewoods.com

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as 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.

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.


MORNINGSTAR MARKETPLACE: Wants Schedules Filing Moved to March 17
-----------------------------------------------------------------
Morningstar Marketplace, LTD, asks the bankruptcy court to extend
by 30 days, until March 17, 2014, the deadline to file its Chapter
11 schedules of assets and liabilities, statement of financial
affairs and other documents.

The Debtor is seeking an extension of the Feb. 17 deadline
because, among other things, it was unable to readily obtain
complete and accurate records and additional time is necessary to
review and sign the final paperwork.

                   About Morningstar Marketplace

Morningstar Marketplace, LTD, operator of a flea market business
in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on
Feb. 3, 2014.  Judge Mary. D France presides over the case.
Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the
Debtor.  The Debtor estimated $100 million to $500 million in
assets and liabilities.


MORNINGSTAR MARKETPLACE: Proposes Smigel Anderson as Counsel
------------------------------------------------------------
Morningstar Marketplace, LTD, asks the bankruptcy court for
approval to hire Smigel, Anderson & Sacks, LLP as attorneys nunc
pro tunc to January 30, 2014.

The Debtor desires to employ the firm on a general prepetition
retainer of $13,870.  Within the one year prior to the Petition
Date, the firm received $8,000 for professional services and for
reimbursement of expenses.

All charges will be billed at the firm's standard hourly billing
rates:

                                         Hourly Rate
                                         -----------
      Robert L. Knupp, Esq.                  $300
      Louise S. Hutchinson, Esq.             $275
      Adam G. Klein, Esq.                    $250
      Associates                             $200
      Paralegal                              $150

Robert L. Knupp attests that his firm represents no other entity
in connection with the case, is a "disinterested person" as that
term is defined in 11 U.S.C. Sec. 101(14), and represents or holds
no interest adverse to the interests of the estate with respect to
matters upon which it is to be employed.

                   About Morningstar Marketplace

Morningstar Marketplace, LTD, operator of a flea market business
in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on
Feb. 3, 2014.  Judge Mary D France presides over the case.
Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the
Debtor.  The Debtor estimated $100 million to $500 million in
assets and liabilities.


MSI CORPORATION: Wants Until June 2 to File Chapter 11 Plan
-----------------------------------------------------------
MSI Corporation asks the Hon. Jeffery A. Deller of the U.S.
Bankruptcy Court for the Western District of Pennsylvania to
further extend its exclusive period to:

  a) file a Chapter 11 plan of reorganization until June 2, 2014;
     and

  b) solicit acceptances of that plan to Aug. 1, 2014.

The Debtor reminds the Court that this is its second extension
request.  The Debtor notes that the current deadline to file a
Chapter 11 plan was slated to expire Feb. 2, 2014, absent an
extension.

The Debtor said it has made significant progress towards
reorganization during its bankruptcy case, but is still unable to
propose a meaningful plan of reorganization.  The Debtor says
extending the exclusivity deadlines will allow it to continue its
attempt to obtain financing that could fund a reorganization plan.

                       About MSI Corp.

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

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

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


MW GROUP: BofA to File Amended Plan & Disclosure Statement
----------------------------------------------------------
Bank of America, N.A., intends to file an amended plan and
disclosure statement to (i) supplement its disclosures and make
certain clarifying modifications to the bank's Chapter 11 plan of
liquidation for MW Group, LLC, (ii) resolve any remaining
objections to its disclosure statement, and (iii) comply as
otherwise directed by this Court.

On Jan. 23, 2014, the Debtor and BofA each filed with the U.S.
Bankruptcy Court for the Western District of North Carolina on
Jan. 23, 2014, objections to their respective Chapter 11 plans.

BofA is the Debtor's pre-petition senior secured lender, asserting
a lien on the Debtor's certain vacant land, 48 condominium units,
and 200 apartment units for rent known as Weyland and Weyland II,
as well as the leases, rents, profits and proceeds generated by
the Property.  BofA asserts a claim in the amount of approximately
$5,700,000 as of the Petition Date.  The Property has historically
appraised at significantly in excess of $10 million, and the
Debtor has had the Property appraised during this case at
$10,614,000.

As reported by the Troubled Company Reporter on Feb. 10, 2014, the
Court held a hearing Jan. 30, 2014, on the disclosure statements
explaining the competing plans.

A copy of the disclosure statement accompanying the Debtor's
Second Amended Plan of Reorganization, which proposes to pay all
allowed claims in full, with interest, is available at no extra
charge at:

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

A copy of the first amended disclosure statement accompanying
BofA's Chapter 11 plan of liquidation, which proposes to conduct
an expedited auction of the Property after confirmation, in order
to pay $5.90 million to BOA, is available for free at:

             http://bankrupt.com/misc/MWGROUP1ds.pdf

The Debtor asked the Court to deny approval of BofA's Disclosure
Statement because, among others, it: (i) contains no information
regarding the total amount of administrative expenses of the
estate, including professional fees; and (ii) fails to identify
the proposed third-party property manager that will manage the
Property after confirmation of the BofA Plan, the qualifications
of the individual or entity to manage the Property, or the terms
of any compensation payable to the third-party property manager.

On Jan. 27, 2014, BofA responded to the Debtor's objection, saying
that the Debtor has failed to identify any material inadequacies
in bank's Disclosure Statement.  To address certain objections
raised by Debtor, the Bankruptcy Administrator, and the U.S.
Department of Justice (Environment and Natural Resources
Division) to the Disclosure Statement, BofA intends to file an
amended plan and disclosure statement.

"Pursuant to Debtor's most recent operating report, Debtor
certifies that: 'there are '[n]o post petition liabilities
exist[ing] at the end of this reporting period.  Debtor then lists
the total amount of such claims as '$0.'  The operating report
also shows sufficient cash on hand ($802,267.43 as of Nov. 30,
2013) to pay all administrative claims in full under the Amended
Bank Disclosure Statement.  Moreover, the Debtor Disclosure
Statement only provides an estimate of the expected outstanding
fees of professionals prior to the confirmation date and refers to
an additional $1,300,500 administrative claim to insider Laurance
Realty.  Debtor will not assume, or assume and assign, the
Laurance Realty contract under Amended Bank Plan," BofA said in
its Jan. 27 court filing.

According to the BofA, it will be authorized, in consultation with
Debtor, to appoint a property manager.  If Laurance Realty
continues to be interested in serving as property manager, the
bank, in collaboration with Debtor, will consider retaining
Laurance Realty, which will serve for the time period between
confirmation of the amended Plan and the effective date.

On Jan. 23, BofA also filed an objection to the Debtor's Plan,
claiming that the Debtor fails to disclose information sufficient
to allow creditors to cast an informed vote on the Plan,
including: (1) how Debtor expects to pay all claims in a full and
timely fashion; (2) why certain classes of claimants will receive
different payments at different times; and (3) why Debtor's
insiders are provided substantial benefits under the Debtor Plan
without providing any consideration to Debtor or its creditors.
"The Disclosure Statement also describes a patently unconfirmable
Debtor Plan that, inter alia: (a) is not feasible; (b) violates
the absolute priority rule; (c) unfairly discriminates against
BofA and other creditors; (d) violates the best interest of
creditors test; and (e) is proposed in bad faith," BofA claims in
the filing.

                        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.


NATIONAL ENVELOPE: Plan Filing Period Extended to April 7
---------------------------------------------------------
NE OPCO, Inc. et al., formerly known as National Envelope, sought
and obtained an extension of their exclusive periods to file a
Chapter 11 plan and solicit acceptances of that plan to April 7,
2014, and June 5, 2014, respectively.

The Debtors said that at the outset of these large and complex
cases, they made their intentions to sell their assets and to
maximize the recovery for their creditors known.  The Debtors said
in a Jan. 6, 2013 court filing that to date, they have exhausted
all efforts in accomplishing successful asset sales and have (a)
garnered the support of their key stakeholders in their efforts to
date, (b) marketed and sold substantially all of their assets to
three separate purchasers, (c) assisted the asset purchasers in
the transition of their former assets, (d) facilitated the
continued employment of approximately 95% of their former
workforce by one of the asset purchasers, and (e) completed a bar
date process.

"The Debtors are now well-situated to evaluate their financial
standing in an effort to determine the most appropriate resolution
of these cases.  However, they require additional time to complete
this analysis," said William A. Romanowicz, Esq., at Richards,
Layton & Finger, P.A., counsel for the Debtors.

                        About NE OPCO, Inc.

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

National Envelope won court approval on July 19, 2013, for a
global settlement permitting a sale of the company without
objection from the official unsecured creditors' committee.  The
settlement ensures some recovery for unsecured creditors.  The
Company also won final approval for $67.5 million in
bankruptcy financing being supplied by Salus Capital Partners LLC.

Judge Sontchi authorized three buyers to acquire Frisco, Texas-
based National Envelope's business for a total of about $70
million.  Connecticut-based printer Cenveo Inc. acquired National
Envelope's operating assets for $25 million, Hilco Receivables LLC
picked up accounts receivable for $25 million and Southern Paper
LLC took on its inventory for $15 million.


NATURAL MOLECULAR: Wants to File Chapter 11 Plan Until May 30
-------------------------------------------------------------
Natural Molecular Testing Corporation asks the U.S. Bankruptcy
Court for the Western District of Washington to extend its
exclusive period to file a Chapter 11 plan of reorganization until
May 30, 2014.

The Debtor tells the Court that extending the exclusivity period
will allow "an unfettered opportunity" to draft a confirmable plan
of reorganization without the burden of responding to competing
plans.  An extension allows the Debtor "a level of focus" that
cannot occur if the Debtor must split its attention, says
Elizabeth H. Shea, Esq., at Hacker & Willig Inc. P.S.

Ms. Shea says, as demonstrated by the record in the case, the
unsecured creditor's committee has been very active in the
bankruptcy and may seek to propose its own plan prior to May 30,
2014, absent an extension of the exclusivity period.  However, any
competing plan will only serve to increase attorneys' fees and
costs for all parties-in-interest and provide unnecessary
distractions, she adds.

Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle.  Hacker
& Willig, Inc., P.S., serves as its bankruptcy counsel. The
closely held company said assets are worth more than $100 million
while debt is less than $50 million.

Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a
five-member Committee of Unsecured Creditors.  Foster Pepper's
Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance
Keenan, Esq., serve as the Committee's attorneys.


NATURAL PORK: Files Joint Liquidation Plan
------------------------------------------
Natural Pork Production, II, LLP, et al., filed a Liquidating Plan
and accompanying Disclosure Statement dated Jan. 21, 2014 to the
U.S. Bankruptcy Court for the Southern District of Iowa.

Natural Pork commenced its Chapter 11 petition on Sept. 11, 2012.
Wholly owned subsidiaries Crawfordsville LLC, Brayton LLC, North
Harlan LLC and South Harlan LLC filed their own Chap. 11 petitions
on Dec. 7, 2012.  All five cases are not jointly administered, but
the Joint Plan proposes that the cases be substantively
consolidated upon confirmation.  The Natural Pork case is
designated as the lead case.

Upon confirmation, the Natural Pork case will be the sole
surviving Reorganized Debtor while the other four Debtor cases
will be dissolved, liquidation and their bankruptcy cases closed.

Through the liquidation of assets during the pendency of the
bankruptcy cases, the Debtors believe they will have sufficient
cash on hand to pay all creditors in full, with some receiving
interest on their claims, on the Plan Effective Date.

The Debtors have disputed, will continue to dispute, and will seek
a judicial determination of disallowance, of the alleged Secured
Claims of the Inter-Creditor Committee, individually and
collectively on behalf of the signatories to the Settlement and
Intercreditor Agreement (SIA Parties).

The SIA Parties who held Sub Debt Notes and received a payment
from the January 2012 Distribution, will have the amounts they
received re-characterized from partial return of their equity
investment in Natural Pork to a repayment of their Sub Debt Notes,
for tax purposes.

For those SIA Parties who received a payment from the January 2012
Distribution and the amount was less than the amount of their Sub
Debt Note Claim on the Petition Date, they will get to keep their
earlier January 2012 Distribution, and receive a further
Distribution under the Joint Plan, so that their Sub Debt Note
Claim will be paid in full, but without postpetition interest.
They will also be dismissed from all the Adversary Proceedings.

Those SIA Parties who were Sub Debt Note holders and received a
payment from the January 2012 Distribution in an amount exceeding
their respective Sub Debt Note Claim as of the Petition Date, will
also get to keep their earlier payment and be dismissed from all
the Adversary Proceedings, provided they consensually disgorge all
amounts in excess of their Sub Debt Note Claim, on or before the
Effective Date.

Those SIA Parties who did not hold Sub Debt Notes but received a
payment from the January 2012 Distribution will be compelled to
disgorge all amounts they received from the January 2012
Distribution.

Natural Pork will amend all of its previously filed 2011 and 2012
state and federal tax returns, and corresponding Schedule K-1's,
to re-characterize the January 2012 Distribution as a repayment of
debt rather than a partial return of equity.

The Debtors anticipate that after payment in full on the Allowed
Claims of Creditors, there will be a dividend paid to Equity
Interest holders, both Current Equity Interest holders and
Dissociated Equity Interest holders.

Claim Classes 1, 2, 3, 4, 5, 7, 8, 9, 10 and 11 are Unimpaired.
Classes 6, 12, 13 and 14 are Impaired.

The Joint Plan was signed by Managing Member Lawrence Handlos.

A copy of the proposed Disclosure Statement is available for free
at http://bankrupt.com/misc/NATURALPORKds.pdf

                       About Natural Pork

Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  Attorneys at Davis,
Brown, Koehn, Shors & Roberts, P.C., in Des Moines, Iowa,
represent the Debtor as special litigation counsel.

Attorneys at Sugar, Felsenthal Grais & Hammer LLP, in Chicago,
represent the Official Committee of Unsecured Creditors.  Robert C
Gainer, Esq. at Cutler Law Firm, P.C., in West Des Moines, Iowa,
represent the Committee as associate counsel. Conway MacKenzie,
Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represents the IC Committee as
counsel.


NMP-GROUP: Plan Declared Effected in October Last Year
------------------------------------------------------
The First Amended Plan of Liquidation of NMP-Group LLC was
declared effective last Oct. 28, 2013.

The U.S. Bankruptcy Court for the Southern District of New York
previously entered an order approving the First Amended Disclosure
Statement and confirming the First Amended Plan on Oct. 23, 2013.

As reported on the Aug. 29, 2013 edition of The Troubled Company
Reporter, the Plan designates six classes of claims and interests
-- Class 1 Real Estate Tax and Other In rem Governmental Lien
Claims, Class 2 Mortgagee Claims estimated to total $51.64
million, Class 3 Subordinate Lien Claims, Class 4 Other Priority
Claims, Class 5 General Unsecured Claims and Class 6 Equity
Interests.  All the claim classes are unimpaired and claimholders
are expected to have 100% recovery on their claims.

The Plan embodies a sale of the Debtor's property to Madison 33
Owner LLC for $51,878,784, subject to adjustments.  The sale
proceeds will be used to satisfy the Class 1 and 2 Claims.  The
Purchaser has agreed to assume the payment of (i) any Allowed
General Unsecured Claim that is not paid by the Debtor because the
Purchase Price is otherwise insufficient to pay in full all of the
Claims secured by the Property, all of the Allowed Administrative
Claims, and all such Allowed General Unsecured Claims, and (ii)
administrative claims for attorneys' fees that are approved by the
Bankruptcy Court, that exceed $100,000 in amount (but not to
exceed $2,000,000 in the aggregate), and that cannot be paid from
the Purchase Price.

                         About NMP-Group

NMP-Group LLC, the owner of 21 East 33rd Street in Manhattan,
filed a petition for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 13-bk-12269) on July 10, 2013, in New York to prevent a
foreclosure sale.  Ilana Volkov, Esq. --
ivolkov@coleschotz.com -- and Felice R. Yudkin, Esq. --
fyudkin@coleschotz.com -- at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtor.

The U.S. Trustee has not formed a creditors' committee due
to lack of interest of creditors to serve in a committee.


OLEO E GAS: Gets $215 Million Investment
----------------------------------------
Luciana Magalhaes, writing for The Wall Street Journal, reported
that a group of bondholders of Brazil's Eike Batista's struggling
oil firm have agreed to invest $215 million in the company as part
of a restructuring plan to try to help it emerge from bankruptcy
proceedings, the firm confirmed late night on Feb. 7.

According to the report, the agreement signed on Feb. 7 is part of
a bankruptcy protection plan for Oleo e Gas Participacoes SA --
formerly known as OGX Petroleo e Gas Participacoes SA -- which
will now be presented to a judge by Feb. 17, according to a person
familiar with the company's plans.

It is the third delay, the report pointed out.  OGP had initially
said it would present the recovery plan by Jan. 24. Then it pushed
the deadline back to Jan. 31 and, after, to Feb. 7.

The $215 million investment will initially be made through debt
which will later be converted into shares representing a 65% stake
in the company after its restructuring process is completed, OGP
said, the report related.

OGP, once the backbone of Mr. Batista's industrial empire, ran
into financial trouble over the last 18 months after its first oil
wells failed to produce as much oil as had been expected, the
report further related.  The company filed for court protection in
late October, in one of Latin America's largest corporate
collapses.

                          About OGX Petroleo

Based in Rio de Janeiro, Brazil, OGX Petroleo e Gas Participaaoes
S.A. is an independent exploration and production company with
operations in Latin America.

OGX filed for bankruptcy in a business tribunal in Rio de Janeiro
on Oct. 30, 2013, case number 0377620-56.2013.8.19.0001.  The
bankruptcy filing puts $3.6 billion of dollar bonds into default
in the largest corporate debt debacle on record in Latin America.
The filing by the oil company that transformed Eike Batista into
Brazil's richest man followed a 16-month decline that wiped out
more than $30 billion of his personal fortune.

The filing, which in Brazil is called a judicial recovery, follows
months of negotiations to restructure the dollar bonds, in which
OGX sought to convert debt to equity and secure as much as $500
million in new funds. OGX said Oct. 29 that the talks concluded
without an agreement. The company's cash fell to about $82 million
at the end of September, not enough to sustain operations further
than December.


ORLANDO CITY, FL: S&P Affirms 'CC' Bond Rating, Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on the
City of Orlando, Fla.'s series 2008C (third-lien) tourist
development tax (TDT) revenue bonds to stable from negative.  At
the same time, Standard & Poor's has affirmed its 'CC' underlying
rating (SPUR) on the bonds.

"We base the outlook revision on our expectation that the city
will have sufficient pledged revenues and a debt service reserve
fund balance to cover future series C debt service payments," said
Standard & Poor's credit analyst Richard Marino.

Standard & Poor's also affirmed its 'BB' SPUR on Orlando's 2008A
(first-lien) tourist development tax (TDT) bonds and its 'CCC'
SPUR on the city's series 2008B TDT (second-lien) bonds.  The
outlook on both is stable.

The notching of the ratings among the three series reflects their
lien priority and the level of debt outstanding within each lien,
which magnifies the impact of even a modest decrease in revenues.
The notching further reflects S&P's view of the level of sustained
pledged revenue growth it believes would likely be needed to
provide at least 1x annual debt service coverage at each lien.

Securing the bonds is a lien on net proceeds from the city's share
(50%) of the sixth-cent TDT enacted on Sept. 1, 2006, and levied
on each dollar charged for tourist rentals within Orange County.
The series A bonds have a senior lien on the pledged revenues
while the series B and C bonds have second and third liens,
respectively.

The stable outlook on the series 2008A and 2008B bonds is based on
S&P's expectation of adequate coverage of the respective liens.
However, should economic conditions weaken substantially and TDT
revenues correspondingly decrease, S&P could lower the ratings on
the series 2008A and 2008B bonds.  A sustained growth in pledged
revenues resulting in an increase in debt service coverage to good
levels could pressure the rating upward for the series 2008A and
2008B bonds.

The stable outlook on the series C bonds reflects S&P's
expectation that the combined pledged revenues and debt service
reserve fund will be sufficient to fulfill their debt service
requirements.  S&P expects that the sustained pledged revenue
growth will aid Orlando in rebuilding its debt service and
liquidity reserve fund balance to indenture required levels.
Therefore, S&P do not see any upward rating pressure within the
outlook horizon.  However, any negative growth in pledged revenues
could pressure the rating downward due to the highly leveraged
nature of series C bonds.


OSHKOSH CORP: S&P Rates $250MM Sr. Unsecured Notes 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Oshkosh, Wisc.-based Oshkosh Corp.'s proposed $250 million senior
unsecured notes.  The recovery rating on the notes is '3',
indicating S&P's expectation for meaningful (50%-70%) recovery in
the event of a payment default.  Oshkosh intends to use the
proceeds from the notes, along with available cash, to redeem its
outstanding $250 million unsecured notes due 2017.

The rating on Oshkosh reflects its "fair" business risk profile
and "intermediate" financial risk profile.  In December 2013, S&P
raised its ratings on Oshkosh, including the corporate credit
rating to 'BB+' from 'BB'.  The upgrades reflected the company's
good overall operating performance, including its improved
profitability, and disciplined financial policy, which includes
targeted reported debt to EBITDA of 1x-2x.  S&P believes Oshkosh's
financial policy supports an "intermediate" financial risk profile
after accounting for the company's potential cash flow and
leverage volatility.  S&P's assessment of the company's business
risk profile as "fair" reflects its market-leading positions in
most end-markets, its good scale and scope, as well as S&P's view
that its profitability is volatile and relatively low for a
company in the capital goods sector, despite recent improvement.

RATINGS LIST

Oshkosh Corp.
Corporate credit rating                BB+/Stable/--

New Rating

Oshkosh Corp.
$250 million senior unsecured notes   BB+
Recovery rating                       3


PAYPAL INC: Buyout Firms Gear Up for a Swipe at Firm
----------------------------------------------------
Jonathan Marino, writing for The Deal, reported that private
equity wants PayPal Inc. but a combination of a bevy of bidders,
as well as the industry's newfound disdain for club deals, could
push an asset valued at more than $35 billion just out of their
range.

According to the report, with activist Carl Icahn rattling his
saber at owner eBay Inc.'s digital gates and the company facing
lackluster stock performance, a spinout into private ownership for
PayPal could be the optimal move.  More than a decade after eBay's
acquisition of PayPal (then, at a comparatively paltry $1.2
billion), the asset's dependence on the marketplace has been
turned into eBay's reliance on its subsidiary, now a fully
developed technology company that is fully capable of standing on
its own.

There's only one thing standing in private equity's way: Everyone
else, the report pointed out.  Sources said that, while they
expected PE players to perk up their ears if and when PayPal hits
the block, many potential big technology bidders -- Google Inc.,
Apple Inc., even Facebook Inc. -- would have traditional payment
processors and credit card companies -- Visa Inc. and American
Express Co. -- nipping at their heels in a rush to outbid each
other.

"It's a rare asset because you can expect that guys from a number
of sectors will come out," one banker told The Deal.

Still, if there were a time for PE firms to take another stab at a
more successful version of a leveraged buyout approaching $40
billion, factors are aligned for that to happen now, more than at
any other point in recent history, the report said.


PRM FAMILY: Court Okays Private Sale of Assets
----------------------------------------------
The Hon. Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona entered on Feb. 6, 2014, an order authorizing
the private sale of substantially all assets of PRM Family Holding
Company, L.L.C., et al.

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 Court on Dec. 2, CNG sought 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.
The $14,000,000 in new capital will be used to satisfy all
PACA/PASA trust claims, pay administrative expenses and
transactional closing costs.

Wells Fargo Equipment Finance, Inc., had objected to the sale,
saying that the Court must deny the sale and assumption motion to
the extent that it seeks to affect in any way WFEFI's rights in
connection with the leases.

In a filing dated Jan. 27, 2014, the Official Committee of
Unsecured Creditors expressed its support on the sale motion,
stating that it believes that a private sale to CNG represents the
highest and best opportunity for the Debtors to maximize the value
of their estates.  The Debtors and the Committee are in the
process of drafting a joint plan of liquidation which is premised
upon the approval of the sale motion, and the successful sale of
substantially all of the Debtors' assets to CNG.  The Committee
believes that the sale motion and the forthcoming plan of
liquidation offers the best (if not the only) option for a
resolution of these bankruptcy cases and will maximize the value
of the Debtors' estates for the benefit of the Debtors' creditors,
including unsecured creditors.

                         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.


RENT-A-CENTER: Hoping To Pay A Dividend, Will Refinance
-------------------------------------------------------
Lisa Allen, writing for The Deal, reported that Rent-A-Center Inc.
announced on Feb. 6 that it intends to refinance its senior credit
facility with $850 million in new debt, as the largest rent-to-own
business in North America tries to boost its financial position
and get the go-ahead to pay a shareholder dividend amid concerns
about its performance, liquidity, and debt covenant compliance.

According to the report, the Plano, Tex.-based company, which
allows customers to lease products such as electronics,
appliances, furniture, and accessories under rental purchase
agreements with no long-term obligation, hopes to replace its
existing $687.5 million credit facility with a $350 million term
loan and a $500 million revolving credit facility.

Rent-A-Center wants to arrange the new financing by the end of
this year's first quarter, the report said.  The company plans to
repay the $348 million outstanding under its existing senior
credit facility with proceeds from a new term loan.

The current senior secured credit facility, which matures on July
14, 2016, has two parts: a $500 million revolver with $212.5
million drawn as of Sept. 30, and a $250 million term loan, the
report related.

The interest rate on that facility is either the prime rate plus
0.5% to 1.5%, or the Eurodollar rate plus 1.5% to 2.5%, the report
further related.

                          *     *     *

The Feb. 6, 2014, edition of The Troubled Company Reporter said
that Moody's Investors Service downgraded Rent-A-Center, Inc.'s
debt ratings, including its Corporate Family Rating to Ba3 from
Ba2 and Probability of Default rating to Ba3-PD from Ba2-PD. The
ratings were placed on review for further downgrade. Moody's also
assigned a SGL-4 Speculative Grade Liquidity Rating reflecting
weak liquidity, which stems from Moody's expectation for negative
free cash flow over the next twelve months and tenuous covenant
cushion.


RESIDENTIAL CAPITAL: Judge Approves $2 Million Bonus for Chief
--------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York authorized Residential Capital, LLC, et al.,
to pay a $2 million success fee to Lewis Kruger, the Debtors'
Chief Restructuring Officer.

Judge Glenn overruled the objections of the U.S. Trustee, which
argued that the success fee is not reasonable under Section 330 of
the Bankruptcy Code because when combined with the CRO's monthly
compensation, the blended hourly rate is unreasonable.

In support of his approval, Judge Glenn stated, "in this case,
Kruger played a 'vital and indispensable role' in the Debtors'
reorganization.  This was an extremely complicated and contentious
case. . . The case was nearly in a free-fall before Kruger's
appointment as CRO.  The two events that finally moved the process
along were Judge Peck's appointment as mediator and Kruger's
appointment as CRO, ultimately leading to a largely consensual
chapter 11 plan."  Judge Glenn added that through Kruger was not
solely responsible for the success of the case, Section 330 of the
Bankruptcy Code does not require sole responsibility.

Moreover, Judge Glenn found that the Debtors have provided
evidence that the $2.0 million success fee is well within market
standards, considering the Debtors' asset size, amount of
liabilities, and the measure of value creation, and savings, to
the estates.

                    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.


REVOLUTION DAIRY: Court Issues Confirmation Order
-------------------------------------------------
Judge R. Kimball Mosier entered on Nov. 1, 2013, an order
confirming the Joint Chapter 11 Plan of Revolution Dairy, LLC, et
al., modified as of Oct. 10, 2013.  The effective date of the Plan
was deemed to be Oct. 31, 2013.

The Plan contemplates the formation of Bliss LLC.  On or before
the Effective Date, Robert E. Bliss, Timothy S. Bliss, Michael
Bliss, and Justin Bliss will organize Bliss LLC into which
Revolution Dairy, LLC and Highline Dairy, LLC will merge.  Timothy
S. Bliss will be the initial manager of Bliss LLC.

All Bliss Dairy Assets and all assets of Revolution and Highline
will be transferred and assigned free and clear of liens, claims,
and interests, to Bliss LLC on the Effective Date.  These
transfers will be effected by merger of Revolution and Highline
into Bliss LLC or by appropriate transfer documents.  Bliss LLC
will, in turn, assume the obligation to pay all Bliss Dairy Debts
and all of Revolution's and Highline's debts according to the
terms of the Plan.  Allowed Claims (except for the Bliss Residence
Mortgage which will be paid by Bliss from post-Confirmation wages
and social security income) will be paid in full under the Plan by
Bliss LLC.

Treatment of Secured Claims consists of modification of
prepetition payment obligations (primarily as to term and interest
rate), execution of a new note by Bliss LLC evidencing the
modified obligation, and retention of prepetition liens.

The Plan proposes payment in full of each of the unsecured claims
but in different time frames.

A copy of the Confirmation Order is available for free at:

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

Adam Affleck, Esq. -- asa@pyglaw.com -- and Ted Cundick, Esq. --
tec@princeyeates.com -- of Prince, Yeates & Geldzahler appeared on
behalf of Revolution Dairy, LLC.

George Hoffman, Esq. -- gbh@pkhlawyers.com -- of Parsons Kinghorn
Harris appeared on behalf of Highline Dairy, LLC.

David Berry, Esq. -- slc@berrytripp.com -- of Berry & Tripp P.C.
appeared on behalf of Robert and Judith Bliss dba Bliss Dairy.

Troy Aramburu, Esq. -- taramburu@swlaw.com -- and Blakely Denny,
Esq. -- bdenny@swlaw.com -- appeared on behalf of the Official
Unsecured Creditors' Committee.

Michael Johnson, Esq. -- mjohnson@rqn.com -- appeared on behalf of
Rabo Agrifinance, Inc.

Danny Kelly, Esq. -- dckelly@stoel.com -- appeared on behalf of
Metropolitan Life Insurance Company.

George Pratt appeared on behalf of Bank of the West.

Sherilyn Olsen appeared on bhalf of John Deere Financial and Wells
Fargo Equipment Finance.

Vince Cameron -- Vince.Cameron@usdoj.gov -- appeared on behalf of
the U.S. Trustee.

                     About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Michael N. Zundel, Esq.,
Adam S. Affleck, Esq., and T. Edward Cundick, Esq., at Prince,
Yeates & Geldzahler.  Highline Dairy, LLC, is represented by
George B. Hoffman, Esq., at Parsons Kinghorn & Harris.  Robert and
Judith Bliss are represented by David T. Berry, Esq., at Berry &
Tripp P.C.

The Debtors' cases are jointly administered under Case No.
13-20770.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee tapped Snell and Wilmer
L.L.P. as its counsel.  Berkeley Research Group LLC serves as the
panel's financial advisor.


REXNORD LLC: S&P Raises Corp. Credit Rating to BB-, Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Milwaukee, Wis.-based industrial machinery manufacturer Rexnord
LLC, including the corporate credit rating to 'BB-' from 'B+'.
The outlook is stable.  The recovery ratings on the company's
senior secured credit facilities and senior unsecured notes remain
unchanged.

"The upgrade reflects Apollo Management L.P. and its affiliates'
reduced ownership of publicly traded Rexnord Corp. (Rexnord LLC's
ultimate parent) to about 42% from about 56% and our view that
Rexnord's good operating performance will support continued credit
measure improvement," said Standard & Poor's credit analyst Dan
Picciotto.  "We view Apollo Management's sale as a positive step
because it reduces risks related to Rexnord pursuing a more
aggressive financial policy." Rexnord's credit measures have
improved to levels commensurate with an "aggressive" financial
risk profile, and we expect continued improvement in light of
broadly favorable end-market conditions.  In addition, as part of
the share offering, Rexnord Corp. sold three million shares (which
generated more than $75 million) to bolster its cash balances and
provide some additional financial flexibility".

The outlook is stable.  S&P expects that Rexnord's credit measures
will continue to improve against a backdrop of a slow growth
conditions for its business segments while meeting levels that are
appropriate for an "aggressive" financial risk profile, including
debt to EBITDA of less than 5x and funds from operations to debt
of more than 12%.

S&P could raise the rating if Apollo Management continues its exit
of Rexnord and if it expects Rexnord to maintain credit measures
appropriate for a higher financial risk profile assessment
("significant" instead of "aggressive"), including debt to EBITDA
of less than 4x.

S&P could lower the rating if it do not expect Rexnord to maintain
debt to EBITDA of less than 5x.  This could occur if market
downturn or operational weakness result in declining revenues and
margin deterioration and the company did not use cash to reduce
debt levels.


SHELBOURNE NORTH: Seeks Court Nod on Plan Investment Agreement
--------------------------------------------------------------
Shelbourne North Water Street L.P., the owner of the site of the
Chicago Spire at 400 N. Lake Shore Drive, filed a motion for
approval of a plan investment agreement on Feb. 7 in the U.S.
Bankruptcy Court.  The plan investment agreement was developed
with Atlas Apartment Holdings LLC, a major international
residential developer and apartment owner headquartered in
Chicago.  Shelbourne has the exclusive right to file a plan of
reorganization through March 10, 2014.

The plan investment agreement provides for up to $135 million of
funding for a plan of reorganization that will pay all bona fide
claims in full.

This plan of reorganization will enable Shelbourne to emerge from
bankruptcy and with Atlas to move forward with the Chicago Spire,
the 2,000 foot high residential building at the intersection of
the Chicago River and Lake Michigan.  Before the recession, the
vertical foundations of the tower and underground garage had been
completed, as had the ramps to lower Lake Shore Drive.

Steven Ivankovich, the CEO of Atlas, said, "We have been working
with Garrett Kelleher over the past several months and now share
his belief and vision in the Chicago Spire.  This is a building
that deserves to be built and built in Chicago.  Atlas is
committed to making this happen.  The Spire will offer a very high
end product to a demanding local and international public."

Garrett Kelleher, the managing member of Shelbourne, said, "Given
the ongoing recovery in the Chicago property market, the timing is
better now than when this project commenced.  I am delighted to
have found a partner who believes in the project as passionately
as I do."

Tom Villanova, head of the Chicago Building Trades Council, said:
"We have been waiting for this day.  We look forward to a project
that will provide over 15,000 construction jobs.  Restarting this
project will be a game changer for Chicago."

             About Shelbourne North Water Street L.P.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
on Oct. 10, 2013 (Bankr. D. Del. Case No. 13-12652).  The case is
assigned to Judge Kevin J. Carey.

The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

The Debtor consented on Nov. 8, 2013, to being in Chapter 11
reorganization.

FrankGecker LLP represents the Debtor in its restructuring
efforts.


SHELBOURNE NORTH: Developer Finds Investor to Restart Project
-------------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that developer Garrett Kelleher has found an investor to help him
pay off the debts on his stalled Chicago Spire project and
complete construction of the high-rise condominium, which would be
the tallest building in the Western Hemisphere.

According to a Feb. 6 filing in the developer's bankruptcy case,
Atlas Apartment Holdings LLC of Chicago will provide up to
$135 million in new capital to fund the developer's Chapter 11
plan of reorganization, the report related.

The investment from Atlas, an arm of multifamily apartment company
Atlas Residential Management, would allow Mr. Kelleher's company
to pay creditors in full and exit bankruptcy protection, the
report further related.  The developer hopes to secure court
approval of a bankruptcy-exit plan, which hasn't been filed yet,
by Aug. 31 and emerge from bankruptcy by Oct. 31.

"After thorough evaluation, the debtor believes that entry into
the plan agreement represents the best available opportunity for
the debtor to complete its reorganization while maximizing the
value of the debtor's assets for the benefit of its creditors,"
attorneys for Mr. Kelleher's company, Shelbourne North Water
Street LP, said in court papers, the report cited.

Atlas Chief Executive Steven Ivankovich told The Wall Street
Journal on Feb. 7 that his firm hopes to partner with
Mr. Kelleher's company to ensure that construction of the Chicago
Spire is completed.  He said the project's 2.2-acre site on
Chicago's Lake Shore Drive is "possibly the best residential
development land in all of North America, if not the world."

             About Shelbourne North Water Street L.P.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
on Oct. 10, 2013 (Bankr. D. Del. Case No. 13-12652).  The case is
assigned to Judge Kevin J. Carey.

The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

The Debtor consented on Nov. 8, 2013, to being in Chapter 11
reorganization pursuant to a settlement, which also requires
transferring the case from Delaware to Chicago.

FrankGecker LLP represents the Debtor in its restructuring
efforts.


SHOTWELL LANDFILL: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Shotwell Landfill, Inc., filed with the Bankruptcy Court for the
Eastern District of North Carolina its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,900,000
  B. Personal Property           $20,335,236
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,675,268
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $373,095
                                 -----------      -----------
        TOTAL                    $23,235,236      $10,048,364

The Debtor amends its Schedule B and Summary of Schedules to
disclose the following personal property:

-- 2002 International 4300 18' Flatbed truck with hoist
    Value: $20,000.00
-- 2005 Chevrolet Silverado C1500
    Value: $3,500.00
-- 2001 Mack RD600 Truck
    Value: $25,000.00
-- 2005 Mack YA-84730 Truck
    Value: $75,000.00
-- 2002 Volvo 37' roll off truck with hoist
    Value: $67,000.00
-- 2002 Proline Trailer
    Value: $1,000.00
-- 1996 Ford Truck (used for parts)
    Value: $0.00

Total: $191,500.00

                      About Shotwell Landfill

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013.  Blake P. Barnard, Esq., William P.
Janvier, Esq., and Samantha Y. Moore, Esq., at the Janvier Law
Firm, PLLC, in Raleigh, N.C., represent the Debtor as counsel.
William W. Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh,
N.C., represents the Debtor as special counsel.

The Bankruptcy Administrator was unable to appoint an official
committee of unsecured creditors in the Debtor's case.

The Debtor disclosed $23,027,736 in assets and $10,039,308 in
liabilities as of the Chapter 11 filing.  In its amended
schedules, the Debtor disclosed $23,043,736 in assets and
$10,048,364 in liabilities as of the Chapter 11 filing.


SHUANEY IRREVOCABLE: Denies US Trustee's Bid for Ch. 7 Conversion
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida has
denied the motion of Guy G. Gebhardt, Acting United States Trustee
for Region 21, to convert the Chapter 11 case of Shuaney
Irrevocable Trust to a liquidation under Chapter 7.

As reported by the Troubled Company Reporter on Feb. 7, 2014, the
Court dismissed, at the behest of Beach Community Bank, the
Debtor's Chapter 11 case, subject to payment of quarterly fees to
the U.S. Trustee.  When the fees remain unpaid despite several
efforts to obtain payment of the fees for the fourth quarter of
2013 by the U.S. Trustee, and no order dismissing the case was
entered, the U.S. Trustee asked for the conversion of the case to
Chapter 7.

On Feb. 5, 2014, Beach Community -- the single largest secured
creditor in this case and has, by virtue of numerous security
agreements and mortgages, "locked up" virtually every asset of any
value in which the Debtor claims an interest as collateral for the
Debtor's indebtedness to Beach Community -- asked the Court to
deny the U.S. Trustee's conversion motion.  "While the U.S.
Trustee reiterates the Debtor's stated position that the Debtor
has no monies to pay these fees, and then noting that the Debtor
has on deposit with Beach Community Bank funds in which Beach 'may
hold a security interest' and it further appearing that Beach is
not willing to allow the Debtor to use funds that 'may be' subject
to a security interest to pay the quarterly fees, the U.S. Trustee
fails to acknowledge that this Court has already determined as a
matter of law that the funds on deposit with Beach are indeed the
bank's cash collateral.  Therefore, there is no question but that
Beach holds a security interest in these funds," Beach Community
said in its Feb. 5 court filing.

Beach Community stated that as the Debtor argued in its response
to the U.S. Trustee's conversion motion, to the extent any
additional quarterly fees are payable to the U.S. Trustee, these
fees are no different from any other administrative expense which
may remain unpaid in an unsuccessful Chapter 11 case.  Section
1112(b)(4)(K) recognizes as grounds for dismissal the failure to
pay any U.S. Trustee's quarterly fees.

Beach Community sought and obtained relief from stay.  The bank
said in its Jan. 15, 2014 filing, "With each passing day, the
amount of the debt continues to increase while the value of the
collateral diminishes or, at best, remains the same.  Thus Beach's
secured interest is not adequately protected.  With this Court's
decision to dismiss this case, despite the fact that an order of
dismissal has not been entered, there is simply no reason why
Beach should be prohibited from pursuing its state law and state
court remedies."  Due to the lack of an order of dismissal being
entered by the Court, Beach Community was not free to pursue its
state law and state court remedies with regard to its collateral.

The Court also granted the Debtor's motion for authorization to
modify the requirement to pay U.S. Trustee fees as a condition of
dismissal of the case.  The Debtor had contended that it had paid
the quarterly fees in the amount of $325, while the U.S. Trustee
claimed that the fees owed for the quarter were $9,750.

The Debtor was unable to locate any case law which would form a
basis to dispute the U.S. Trustee's position as to the amount of
the fees owed, and was unable to pay the balance of the fees owed,
in the amount of $9,425, because the Debtor has no assets from
which to pay the fee.  The Debtor couldn't access the funds in its
bank accounts which are Beach Community's cash collateral.

Because the Debtor has no assets from which to pay the fees, the
Debtor asked the Court to modify its prior ruling to allow
dismissal of the case without the payment of the fees.  The Debtor
said it wasn't requesting the Court to waive the obligation of the
Debtor for payment of the fees, but was only asking the Court to
no longer condition dismissal of the case upon payment of the
fees.

Beach Community is represented by:

         Yancey F. Langston, Esq.
         MOORE, HILL & WESTMORELAND, P.A.
         220 West Garden Street, 9th Floor
         P.O. Box 13290
         Pensacola, Florida 32591-3290
         Tel: (850) 434-3541
         Fax: (850) 435-7899

                  About Shuaney Irrevocable Trust

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  The Debtor scheduled $20,996,723 in assets and
$19,625,890 in debts.  The Law Office of Mark Freund serves as
counsel to the Debtor.  Judge William S. Shulman presides over the
case.  The U.S. Trustee for Region 21 was unable to appoint an
Official Committee of Unsecured Creditors of Shuaney Irrevocable
Trust.


SOUND SHORE: Ford Credit Seeks Relief From Automatic Stay
---------------------------------------------------------
Ford Motor Credit Company, as agent for CAB East LLC, asks the
Bankruptcy Court for relief from automatic stay in the Chapter 11
cases of Sound Shore Medical Center of Westchester, et al.

According to FMCC, as of Jan. 21, 2014, the Debtor was in default
of its payment obligations to FMCC pursuant to the terms and
conditions of the contract as:

   a. Net balance due: $15,220

   b. Postpetition arrears: $335 for the month of December 2013,
      together with applicable late charges.

FMCC asserts that its interest in the Debtor's property will not
be adequately protected if the automatic stay is allowed to remain
in effect.

Martin A. Mooney, Esq., at Schiller & Knapp, LLP, represented
FMCC.

FMCC has requested that Court consider the matter at an April 25
hearing at 10:00 a.m.

                 About Sound Shore Medical Center

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

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

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

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

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

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

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

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

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

Montefiore is represented by Togut, Segal & Segal LLP.


SOUNDVIEW ELITE: Jones Day's Corinne Ball Named Ch.11 Trustee
-------------------------------------------------------------
The Bankruptcy Court approved the appointment of Corinne Ball,
Esq., as the Chapter 11 trustee for the estates of Soundview
Elite, Ltd., et al.  Ms. Ball is a senior partner at Jones Day.

On Jan. 23, 2014, the Court entered a bench decision with respect
to, inter alia, the Chapter 11 trustee motion.  In its bench
decision, the Court authorized and directed William K. Harrington,
the U.S. Trustee for Region 2, to appoint a Chapter 11 trustee.

To the best of the U.S. Trustee's knowledge, the Chapter 11
trustee has no connections with the Debtors, their creditors, any
other parties-in-interest, their respective attorneys, the United
States Trustee, and persons employed in the Office of the U.S.
Trustee.

Ms. Ball -- cball@jonesday.com -- led a team of Jones Day
attorneys representing Chrysler LLC in connection with its
successful chapter 11 reorganization, which won the Investment
Dealers' Digest Deal of the Year award for 2009.  She also led a
team of attorneys in the successful restructuring of Dana Corp.,
which emerged from bankruptcy in 2008, and has orchestrated many
other complex reorganizations involving companies such as Axcelis
Technologies, Kaiser Aluminum, Oceans Casino Cruise Lines,
Tarragon, and The Williams Communications Companies.  In addition,
she has counseled lenders and bondholders in the ABFS, Comdisco,
Excite@Home, Exide SA, GST Communications, Iridium, Loews,
NorthPoint Communications, Telergy, VARIG Airlines, and Worldcom
restructurings, among others.  Ms. Ball also has advised on loans,
acquisitions, and workouts involving professional sports
franchises, including the Charlotte Bobcats, the Detroit Redwings,
the Minnesota Wild, the New Jersey Devils, and the Phoenix
Coyotes.

She leads the Firm's distressed M&A efforts and is the featured
"Distress M&A" columnist for the New York Law Journal.

She won the Turnaround Management Association's "International
Turnaround Company of the Year" Award and was named "Dealmaker of
the Year" by The American Lawyer and one of "The Decade's Most
Influential Lawyers" by The National Law Journal. She is a
director of the American College of Bankruptcy and the American
Bankruptcy Institute.

                       About Soundview Elite

Six mutual funds originally created by Citco Group of Cos.,
including Soundview Elite Ltd., filed petitions for Chapter 11
protection on Sept. 24, 2013, in Manhattan to avoid undergoing
bankruptcy liquidation in the Cayman Islands, where they are
incorporated.

The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098)
Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd.
(Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium
Designated (Case No. 13-13103); and Star Designated (Case No.
13-13104).  The petitions were signed by Floyd Saunders as
corporate secretary.  By order dated Oct. 16, 2013, the Court
directed that the Debtors' bankruptcy cases be procedurally
consolidated and jointly administered.

SoundView Elite Ltd. and two similarly named funds were the target
of a winding-up petitions in the Cayman Islands filed in August by
Citco, which had sold its interest in the funds' manager years
before.  An investor, who was removed from the funds' board in
June, filed a different winding-up petition in August, aimed at
three funds created later to hold illiquid assets.

Soundview Elite estimated assets and debts of at least $10
million.  The funds said in a court filing their total cash assets
of about $20 million are held in the U.S., where the funds are
managed.  Court papers list the funds' total assets as $52.8
million, against debt totaling $28 million.

Judge Robert E. Gerber presides over the U.S. cases.

Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane
Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg &
Newman, PC, serve as the Debtors' counsel.  CohnReznick LLP serves
as financial advisor.

Peter Anderson and Matthew Wright, as Joint Official Liquidators
of the Debtors, are represented in the U.S. proceedings by John A.
Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold,
Esq., at Morrison & Foerster LLP.

The U.S. Trustee solicited for the formation of an official
committee of unsecured creditors, but to date one has not been
formed.


SOUNDVIEW ELITE: Law Clerk Recuses From Bankruptcy Matters
----------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorized law clerk Genna Ghaul to
recuse herself from all matters in the Chapter 11 cases of
Soundview Elite, Ltd., et al., and all related adversary
proceedings.

Six mutual funds originally created by Citco Group of Cos.,
including Soundview Elite Ltd., filed petitions for Chapter 11
protection on Sept. 24, 2013, in Manhattan to avoid undergoing
bankruptcy liquidation in the Cayman Islands, where they are
incorporated.

The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098)
Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd.
(Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium
Designated (Case No. 13-13103); and Star Designated (Case No.
13-13104).  The petitions were signed by Floyd Saunders as
corporate secretary.  By order dated Oct. 16, 2013, the Court
directed that the Debtors' bankruptcy cases be procedurally
consolidated and jointly administered.

SoundView Elite Ltd. and two similarly named funds were the target
of a winding-up petitions in the Cayman Islands filed in August by
Citco, which had sold its interest in the funds' manager years
before.  An investor, who was removed from the funds' board in
June, filed a different winding-up petition in August, aimed at
three funds created later to hold illiquid assets.

Soundview Elite estimated assets and debts of at least $10
million.  The funds said in a court filing their total cash assets
of about $20 million are held in the U.S., where the funds are
managed.  Court papers list the funds' total assets as $52.8
million, against debt totaling $28 million.

Judge Robert E. Gerber presides over the U.S. cases.

Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane
Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg &
Newman, PC, serve as the Debtors' counsel.  CohnReznick LLP serves
as financial advisor.

Peter Anderson and Matthew Wright, as Joint Official Liquidators
of the Debtors, are represented in the U.S. proceedings by John A.
Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold,
Esq., at Morrison & Foerster LLP.

The U.S. Trustee solicited for the formation of an official
committee of unsecured creditors, but to date one has not been
formed.


SOUTH FLORIDA SOD: GSS Seeks Rule 2004 Examination
--------------------------------------------------
Gator State Sod, Co., asks the U.S. Bankruptcy Court for the
Middle District of Florida for authorization to conduct a Rule
2004 examination of:

     -- South Florida Sod, Inc.,

     -- Two Hombres, LLC, of which the Debtor is an owner and
        member, and

     -- Jonathan Stidham, Esq. at Stidham & Stidham, P.A.,
        the attorney of record for Two Hombres, LLC;

and for authority to serve related discovery.

GSS intends to examine the parties under Rule 2004 of the Federal
Rules of Bankruptcy Procedure, through a designated agent pursuant
to Federal Rule of Civil Procedure 30(b)(6) and Federal Rule of
Bankruptcy Procedure 7030, in relation to a foreclosure case, the
Debtor's use of real property, and matters relating to GSS's
Claim.

GSS relates the foreclosure case threatens GSS' interest in Two
Hombres.  Further, the Debtor has been utilizing the real property
for its own benefit but has paid no rent to Two Hombres.

According to GSS, in May 2005, the Debtor and GSS formed Two
Hombres to acquire real property in Highlands County, Florida,
comprised of approximately 2,000 acres.  The Debtor and GSS agreed
that in exchange for the contribution of GSS's lease agreement
purchase option in the real property, GSS would receive a 40%
interest in Two Hombres, and Two Hombres would acquire the real
property after exercising the lease option. The Debtor and GSS
further agreed that in exchange for the contribution of the
purchase price of the real property, the Debtor would receive a
60% interest in Two Hombres.  GSS thereafter assigned the lease
option to the Debtor, who then assigned it to Two Hombres.

Following litigation with the former owner of the real property,
Gerald Darroh, Inc., regarding the lease option, Two Hombres
entered into a settlement agreement with Darroh and purchased the
real property for $9,950,000.

In conjunction with the purchase of the real property by Two
Hombres, on Feb. 27, 2007, Two Hombres, through the Debtor and
McCall, executed a Promissory Note and Purchase Money Mortgage and
Security Agreement in favor of Darroh and in the amount of
$7,075,000.

GSS recently learned that a foreclosure complaint was filed by
Darroh against Two Hombres in September of 2013 in the Circuit
Court in and for Highlands County, Florida.  GSS was never
provided notice of the Foreclosure Case by Darroh, Two Hombres or
the Debtor, and GSS only learned of the Foreclosure Case after
searching the Highlands County Clerk of Court website on a hunch.

                      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.

As reported in the TCR on Jan. 17, 2014, the Court authorized 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.

The Bankruptcy Court canceled the hearing scheduled for Feb. 10,
2014, to consider confirmation of South Florida Sod's Amended Plan
of Reorganization, as further amended.  On Nov. 14, 2013, the
Court entered its order conditionally approving the Disclosure
Statement explaining the Plan.  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 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


SPECTRASCIENCE INC: HJ Assoc. Replaces McGladrey as Accountant
--------------------------------------------------------------
SpectraScience, Inc., on Feb. 3, 2014, notified McGladrey LLP that
they were being dismissed as the Company's independent registered
accounting firm effective immediately.  The Board of Directors of
the Company, upon the recommendation of its Audit Committee,
approved the dismissal of MG and elected to engage HJ Associates &
Consultants, LLP, to serve as the Company's independent registered
accounting firm.

On Feb. 6, 2014, the Company was informed that it had been
accepted as a client of HJ Associates.

MG's audit reports on the consolidated financial statements of the
Company and its subsidiaries for the fiscal years ended Dec. 31,
2011 and 2012 did not contain any adverse opinion or disclaimer of
opinion, nor were either qualified or modified as to uncertainty,
audit scope, or accounting principles, except that MG's audit
reports for the fiscal years ended Dec. 31, 2011 and 2012, were
modified for substantial doubt as to the Company's ability to
continue as a going concern.

During the fiscal years ended Dec. 31, 2011 and 2012 and the
subsequent interim periods through February 3, 2014, there were no
disagreements with MG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of MG, would
have caused MG to make reference to the subject matter of the
disagreement(s) in connection with its reports.

The Company also said that during the fiscal years ended December
31, 2011 and December 31, 2012 and the subsequent interim periods
through February 3, 2014, there were no "reportable events" as
defined in Regulation S-K, Item 304(a)(1)(v), except that: (a) in
connection with the audit of the Company's financial statements
for the fiscal year ended December 31, 2012, MG issued a material
weakness letter relating to the Company's internal controls over
financial reporting; and (b) during MG's review of the Company's
financial statements for the quarter ended March 31, 2013, MG
informed the Company that the material weakness in the Company's
internal controls over financial reporting continued. MG has not
completed a review of the Company's financial statements for any
period subsequent to the quarter ended March 31, 2013.

The Company has authorized MG to respond fully to the inquiries of
HJ Associates with respect to their role as predecessor auditor.

During the Company's two most recent fiscal years ended Dec. 31,
2012 and the subsequent interim periods through Feb. 3, 2014, the
Company did not consult HJ Associates with respect to the
application of accounting principles to a specific transaction,
either completed or contemplated, or the type of audit opinion
that might be rendered on the Company's consolidated financial
statements, or any other reportable matters set forth in Items
304(a)(2)(i) and (ii) of Regulation S-K.

                       About SpectraScience

SpectraScience, Inc. (OTC QB: SCIE) is a San Diego based medical
device company that designs, develops, manufactures and markets
spectrophotometry systems capable of determining whether tissue is
normal, pre-cancerous or cancerous without physically removing
tissue from the body.  The WavSTAT(TM) Optical Biopsy System uses
light to optically scan tissue and provide the physician with an
immediate analysis.

                           *     *     *

As reported in the TCR on April 25, 2013, McGladrey LLP, in Des
Moines, Iowa, in its report on the Company's financial statements
for the year ended Dec. 31, 2012, said the Company has suffered
recurring losses from operations and its ability to continue as a
going concern is dependent on the Company's ability to attract
investors and generate cash through issuance of equity instruments
and convertible debt.  "This raises substantial doubt about the
Company's ability to continue as a going concern."


STANS ENERGY: Provides Update on Management Cease Trade Order
-------------------------------------------------------------
Stans Energy Corp. on Feb. 7 disclosed that further to its
application dated Nov. 28, 2013 for a Management Cease Trade Order
(MCTO), a temporary MCTO of the Ontario Securities Commission was
issued on December 9, 2013.  This MCTO prohibits all trading in
and all acquisitions of the securities of the Company, by certain
insiders, until two days after receipt by the Commission of all
the required filings as noted in the Company's Nov. 28, 2013 press
release.

Until the MCTO is lifted, Stans will comply with the alternative
information guidelines set out in National Policy 12-203 ? Cease
Trade Orders for Continuous Disclosure Defaults for issuers who
have failed to comply with a specified continuous disclosure
requirement within the times prescribed by applicable securities
laws.  The guidelines, among other things, require the Company to
issue bi-weekly default status reports by way of a news release,
and one will be forthcoming in the prescribed time frame.

Rodney Irwin, Interim CEO and President, reports that the Company
is continuing to work on evaluating potential impairment
considerations of both exploration and evaluation costs on mineral
properties in Kyrgyzstan and on the Company's Kashka Rare Earth
Processing Facility ("KRP").  Furthermore, the review of corporate
records continues to determine the date when impairment of assets
may be reflected in the Company's financial statements.

On Feb. 3, 2014 the Company reported that the Ontario Securities
Commission extended the MCTO to provide additional time to
complete this evaluation of potential impairment and the Company
anticipates being in a position to file the Required Filings by
Feb. 28, 2014.

On Feb. 8, 2014 the Company reported that the Government of
Kyrgyzstan in reaction to the Company's ongoing International
Arbitration claim has formed an inter-departmental working group.
A stated aim of this working group is to hold negotiations with
Stans to reach an out-of-court settlement with the Company.  The
Arbitration Court of the Moscow Chamber of Commerce and Industry
should release a detailed plan for the next scheduled hearings in
the coming week.

                         About Stans Energy

Stans Energy Corp. is a resource development company focused on
progressing Heavy Rare Earth (HRE) properties in areas of the
Former Soviet Union.  In December 2009, Stans acquired a 20-year
mining license for the past-producing Kutessay II rare earth mine
from the Kyrgyz Republic.  On May 26, 2011 Stans completed the
purchase of the Kashka Rare Earth Processing Plant (KRP) the same
plant that previously refined REEs historically from Kutessay II.
The KRP was the only hard rock plant to produce all rare earth
elements outside of China, producing 120 different metals, alloys,
and oxides.  For over 30 years, Kutessay II produced 80% of the
rare earth metals for the former Soviet Union.


STERLING BLUFF: Coastal Bank Wants Ch. 11 Case Dismissed
--------------------------------------------------------
The Coastal Bank asks the U.S. Bankruptcy Court for the Southern
District of Georgia to dismiss the Chapter 11 case of Sterling
Bluff Investors, LLC, for cause, including the fact that the
filing was made in bad faith or, in the alternative, to grant stay
relief.

According to TCB's counsel, Kathleen Horne, Esq. --
khorne@bouhan.com -- at Bouhan Falligant LLP, in Savannah,
Georgia, Sterling Bluff's Chapter 11 case was filed in bad faith
for the purpose of hindering, delaying and frustrating TCB's
legitimate efforts to pursue its remedies as set forth in the loan
documents.  The Debtor granted TCB a deed to secure debt and lien
on 66 of the Debtor's lot and 50 memberships related to the lots.
On the Petition Date, the Debtor was indebted to TCB in the
approximate amount of $5,439,331, exclusive of attorney's fees,
plus future accruing interest, costs, and other changes pursuant
to the terms of a promissory note from the Debtor to TCB.

Ms. Bouhan asserts that the current value of the Property is less
than the secured debt owed by the Debtor to TCB and the Debtor
does not have the ability to reorganize within any realistic
period of time, much less the 90 days required by Section
362(d)(3) of the Bankruptcy Code in single asset real estate
cases.

                       About Sterling Bluff

Sterling Bluff Investors, LLC, a Georgia limited liability company
formed for the purpose of acquiring and owning lots in a
subdivision known as the Ford Plantation, Bryan County, Georgia,
and also certain club memberships in the Ford Plantation Club,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Ga. Case No. 14-40200) on Feb. 3, 2014.

The Debtor's counsel is Austin E. Carter, Esq., at Stone & Baxter,
LLP, in Macon, Georgia.

The Debtor has estimated assets ranging from $10 million to
$50 million and estimated debts from $10 million to $50 million.

The petition was signed by Michael Greene, manager.


STERLING BLUFF: Sec. 341(a) Meeting of Creditors Set for March 3
----------------------------------------------------------------
The U.S. Trustee for of 21 will hold a meeting of creditors of
Sterling Bluff Investors, LLC, pursuant to Section 341(a) of the
Bankruptcy Code on March 3, 2014, at 10:00 a.m.

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 U.S. Bankruptcy Court for the Southern District of
Georgia.

According to court documents, proofs of claim are due by June 2,
2014, while government proofs of claim are due by Aug. 4.  The
Chapter 11 Plan and the disclosure statement explaining the Plan
are due by June 3.

                       About Sterling Bluff

Sterling Bluff Investors, LLC, a Georgia limited liability company
formed for the purpose of acquiring and owning lots in a
subdivision known as the Ford Plantation, Bryan County, Georgia,
and also certain club memberships in the Ford Plantation Club,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Ga. Case No. 14-40200) on Feb. 3, 2014.

The Debtor's counsel is Austin E. Carter, Esq., at Stone & Baxter,
LLP, in Macon, Georgia.

The Debtor has estimated assets ranging from $10 million to
$50 million and estimated debts from $10 million to $50 million.

The petition was signed by Michael Greene, manager.


SWA BASELINE: Mesa, Arizona Business Campus Owner in Chapter 11
---------------------------------------------------------------
SWA Baseline, LLC, owner of a 14.53-acre business campus in Mesa,
Arizona, is in Chapter 11.

The company said in its schedules that the property -- located at
708 West Baseline Road, in Mesa -- is worth $16.9 million and
serves as collateral to a $16.6 million debt to Alliance Bank of
Arizona.

Aside from the property, the company disclosed among its assets a
$2.67 million claim filed in the bankruptcy of Rural/Metro Corp.
(Bankr. D. Del. Case No. 13-11952).  The company said potential
recovery is $334,000.

The company said total assets are $18.0 million and liabilities
are $16.8 million.

The meeting of creditors is scheduled for March 13, 2014, at 3:30
p.m.

SWA Baseline, LLC, a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101(51B), filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-01418) on Feb. 5, 2014.  Andrew J.
Briefer signed the petition as designated representative.  Patrick
A. Clisham, Esq., at Engelman Berger PC, in Phoenix, serves as the
Debtor's counsel.  The Hon. Brenda Moody Whinery oversees the
case.


TAMERLANE VENTURES: Global Resource Seeks CCAA Termination
----------------------------------------------------------
Tamerlane Ventures Inc. disclosed the filing by Global Resource
Fund of an application in the Ontario Superior Court of Justice on
Jan. 24, 2014 for termination of the proceedings of Tamerlane
Ventures Inc. and Pine Point Holding Corp. under the Companies'
Creditors Arrangement Act and issuance of a Receivership Order
with respect to Tamerlane Ventures Inc. and Pine Point Holding
Corp.  The Court was scheduled to hear the application Jan. 30,
2014.


TC GLOBAL: Unit's Suit v. AFCM in Seattle Goes to Trial
-------------------------------------------------------
In the lawsuit, TULLY'S COFFEE ASIA PACIFIC INC., Plaintiff, v.
ASIA FOOD CULTURE MANAGEMENT PTE LTD., Defendant, Case No. C13-
2134 MJP (W.D. Wash.), Chief District Judge Marsha J. Pechman in
Seattle denied Asia Food Culture Management PTE LTD's Motion for
Summary Judgment, in which it argued that Plaintiff Tully's Coffee
Asia Pacific, Inc. -- TCAP -- lost its management authority over
Tully's Coffee Asia Pacific Partners, LP -- TCAPPLP -- when TC
Global, TCAP's parent company, engaged in an "Indirect Transfer"
to Global Baristas, giving AFCM management authority over TCAPPLP.

TCAP argues it did not lose its management authority over TCAPPLP
because TC Global did not make an "Indirect Transfer" to GB.  The
Plaintiff also argued it needed additional discovery to present
the Court with a proper record.

A copy of the Court's Feb. 5, 2014 Order is available at
http://is.gd/b4y6FXfrom Leagle.com.

                           About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.

TC Global Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 12-20253-KAO) on Oct. 10, 2012.

The Debtor is represented by attorneys at Bush Strout & Kornfeld
LLP, in Seattle.

The Debtor disclosed assets of $4.9 million and debt totaling
$3.7 million, including $2.6 million in unsecured claims.

The Seattle-based chain has 57 company-owned stores and 12
franchised.  There are another 71 franchises in grocery stores,
schools and airports.  Tully's will close nine stores following
bankruptcy.

Tully's sold the wholesale and distribution business in 2009,
generating $40 million that allowed a $5.9 million distribution to
shareholders.


TERENCE QUINN O'NEIL: Assets to Be Auctioned Off Feb. 25
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut approved
procedures in connection with the sale of property owned by
Terence Quinn O'Neil, located at 45 Baldwin Farms South,
Greenwich, Connecticut.  Pursuant to the terms of the Procedures
Order, Douglas S. Skalka has been appointed as auctioneer of the
Property and has been granted, inter alia, the power and authority
to (i) accepted bids for the Property and (ii) conduct an auction
of the Property.  The Auctioneer was slated to make the Property
available for the inspection of all interested parties on Feb. 8,
2014 at 10:00 a.m., and will hold an Auction for the sale of the
Property on Feb. 25, 2014 at 2:00 p.m., at the Bankruptcy Court,
915 Lafayette Boulevard, Bridgeport, Connecticut.  The hearing to
authorize and approve the Sale to the successful bidder, free and
clear of all liens, claims, and interests, and to approve the
winning bid at the Auction will be held at the Bankruptcy Court
immediately after the conclusion of the Auction.

The Auctioneer may be reached at:

         Douglas S. Skalka
         NEUBERT, PEPE & MONTEITH, P.C.
         195 Church Street
         New Haven, CT 06510
         Tel: (203) 821-2000
         E-mail: dskalka@npmlaw.com

Terence Quinn O'Neil, aka Terry O'Neil, filed a pro se Chapter 11
bankruptcy petition (Bankr. D. Conn. Case No. 12-50192) on Feb. 2,
2012, in Bridgeport.


THERMO FISHER: FTC Goes Global in Antitrust Review
--------------------------------------------------
William McConnell, writing for The Deal, reported that there was a
twist to the regulatory approvals Thermo Fisher Scientific Inc.
secured in order to close its $13.6 billion acquisition of Life
Technologies Corp., which was cleared by the Federal Trade
Commission Jan. 31.

According to the report, the FTC clearance was the last regulatory
action needed to close the deal and was a rare instance of U.S.
regulators being slower than their Chinese counterparts.
Officials at China's Ministry of Commerce, or Mofcom, had approved
the transaction two weeks before the U.S. on Jan. 16.

But John Harkrider isn't complaining about the FTC being last to
cross the finish line, the report said.  The Axinn, Veltrop &
Harkrider LLP partner who oversaw Thermo Fisher's global antitrust
approval process credits the FTC with reaching out to other
antitrust officials around the world, particularly in China and
the European Union, to keep the various merger reviews in synch
and to make sure officials in the various jurisdictions were in
agreement on the antitrust risks posed by deal and the remedies
they would seek.  Antitrust approvals were also needed in
Australia, Canada, Japan, New Zealand, Russia and South Korea.

A tacit agreement with the FTC and the European Commission was
reached early on, the report related.  Thermo Fisher agreed to
sell GE Healthcare three business lines, short/small interfering
ribonucleic acid, or siRNA, reagents, cell culture media and cell
culture sera.  The product lines being spun off are used to study
gene function, the cause of disease and agricultural research, and
for growing cells in lab environments.

The FTC determined that without the divestitures, the combined
companies would have market shares of more than 50% and 90%
percent of the worldwide market for aspects of the siRNA reagent
businesses and at least 50% and 60% of the worldwide market for
cell culture media and cell culture sera, respectively, the report
further related.


TIMBERLINE RESOURCES: Gets NYSE MKT Listing Non-Compliance Notice
------------------------------------------------------------------
Timberline Resources Corporation on Feb. 8 disclosed that it has
received notice from the NYSE MKT LLC that the Company is not in
compliance with one of the Exchange's continued listing standards
as set forth in Part 10 of the NYSE MKT Company Guide.
Specifically, the Company is not in compliance with Section
1003(a)(iv) of that Company Guide in that it has sustained losses
which are substantial in relation to its overall operations or its
existing financial resources, or its financial condition has
become impaired such that it appears questionable, in the opinion
of the Exchange, as to whether the Company will be able to
continue operations and/or meet its obligations as they mature.

In order to maintain its listing on the Exchange, the Exchange has
requested that the Company submit a plan of compliance by
February 20, 2014 addressing how it intends to regain compliance
with Section 1003(a)(iv) of the Company Guide by March 31, 2014.

Timberline's management has been working to increase its working
capital and minimize expenditures by forgoing salaries, minimizing
discretionary exploration expenditures and reducing other
expenses.  Most recently, the Company had relied on anticipated
funding through purchases of shares of its common stock by
RockStar Resources pursuant to the Exclusivity Fee specified in
the No-Shop/Exclusivity clause of the Confidentiality Agreement
entered into by and between the Company and RockStar in December
2013.  However, as previously announced on Feb. 6, 2014, the
Company has not received any funds from RockStar from the funding
commitments for Dec. 31, 2013 and Jan. 31, 2014.  The resulting
cash deficiency is a major factor considered by the Exchange prior
to its issuance of the notice of non-compliance.

Timberline's management is pursuing a number of potential
transactions to address the Company's financial requirements.  The
Company intends to submit a Plan in the prescribed form to the
Exchange prior to the due date that management anticipates will
address the concerns of the Exchange and regain compliance with
the Exchange's continued listing standards.  If the Plan is not
accepted by the Exchange, then the Company will be subject to the
Exchange's delisting procedures.

The Company recognizes the need to engage in financing
transactions to continue as a going concern given its current cash
balance and anticipated, upcoming operating expenses.  Such
financing activities may include equity financings, asset sales,
strategic alliances, or other arrangements, in order to execute
its operating plans and exploration programs. The Company may not
be able to obtain necessary financing in sufficient amounts to
meet its ongoing obligations or on acceptable terms, if at all,
however, Company management believes that through its best efforts
it will complete a Plan and one or more transactions that will
bring the Company into compliance with NYSE MKT guidelines.

Unexpected regulatory delays in permitting have resulted in
deferred receipts of cash flow from the Company's Butte Highlands
project, however the permitting process is advancing as the
Montana Department of Environmental Quality works to finalize
preparation of a Final Environmental Impact Statement as the
remaining milestone toward issuance of the final Hard Rock
Operating Permit.

                     About Timberline Resources

Timberline Resources Corporation is exploring and developing
advanced-stage gold properties in the western United States.
Timberline holds a 50-percent carried interest ownership stake in
the Butte Highlands Joint Venture in Montana.  Timberline's
exploration is primarily focused on the major gold districts of
Nevada, where it is advancing its flagship Lookout Mountain
Project toward a production decision while exploring a pipeline of
quality earlier-stage projects at its South Eureka Property and
elsewhere. Timberline's leadership has a proven track record of
discovering economic mineral deposits that are developed into
profitable mines.

Timberline is listed on the NYSE MKT where it trades under the
symbol "TLR" and on the TSX Venture Exchange where it trades under
the symbol "TBR".


TLC HEALTH: Court Okays Menter Rudin as Bankruptcy Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
granted TLC Health Network permission to hire Menter, Rudin &
Trivelpiece, P.C., as bankruptcy attorneys.

                          About TLC Health

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  The case is assigned to the Hon.
Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.


TRANSTAR HOLDING: ETX Acquisition No Impact on Moody's B2 Rating
----------------------------------------------------------------
Moody's Investors Services said that Transtar Holding Company's
(B2 negative) announcement that it has agreed to purchase ETX
Holdings, Inc. is a near-term credit negative but has no impact on
the company's ratings or outlook.

Transtar Holding Company is a distributor of automotive
aftermarket driveline replacement parts, kits and components sold
to the transmission repair and remanufacturing market. The company
also supplies autobody refinishing products to professional
aftermarket automotive refinishers and autobody repair shops. Net
revenue for the latest twelve month period ended September 30,
2013 approached $500 million.


TRINITY COAL: Court Okays Deal with Caterpillar Financial
---------------------------------------------------------
Judge Tracy Wise approved a settlement of Debtors Trinity Coal
Corporation, et al., with Caterpillar Financial Services
Corporation (CFSC) and Essar Global Fund Limited, by which CFSC
withdrew its objection to the Debtors' Reorganization Plan.

Under the Settlement, CFSC will be allowed a Class 3 CAT Secured
Claim for $10,675,000, to be paid over a four-year period.

On the Effective Date, CFSC's Third-Party Guaranty from Essar
Minerals Inc. is modified and reduced to a principal obligation of
$10,000,000, but the EMI Guaranty will otherwise remain in full
force and effect as modified.

Caterpillar Financial Services is represented by:

         STOLL KEENON OGDEN PLLC
         Gregory D. Pavey, Esq.
         Adam M. Back, Esq.
         Jessica L. Haurylko, Esq.
         300 West Vine Street, Suite 2100
         Lexington, KY 40507

Essar Global Fund Limited is represented by:

         SHEARMAN & STERLING LLP
         Robert Britton, Esq.
         599 Lexington Avenue
         New York, NY 10022

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.  Privately held
multinational conglomerate Essar Global Limited acquired Trinity
Coal in 2010 for $600 million.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.
The Debtors consented to the entry of an order for relief in each
of their respective Chapter 11 cases.

Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L.
Bregman, Esq., and Dienna Ching, Esq., at Curtis, Mallet-Prevost,
Colt & Mosle LLP, in New York, N.Y.; and John W. Ames, Esq., C.R.
Bowles, Jr., Esq., and Bruce Cryder, Esq., at Bingham Greenebaum
Doll LLP, in Lexington, Ky., represent the Debtors as counsel.

Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the
Official Committee of Unsecured Creditors as counsel.  Sturgill,
Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the
Official Committee of Unsecured Creditors as local counsel. Dixon
Hughes Goodman LLP serves as tax accountants.

Trinity Coal on Nov. 8, 2013 won an order confirming its Chapter
11 plan.  Under the Plan, the company will exit Chapter 11 through
a repurchase by Essar Group, the co-proponent of the Plan.  Essar
is reacquiring Trinity by paying secured lenders $56 million
toward claims of some $123 million.  Essar is an Indian business
group controlled by billionaire brothers Shashikant and Ravikant
Ruia.


VIVA ALAMO: S&P Assigns Prelim. 'BB-' Rating on $500MM Sec. Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB-' rating to Viva Alamo LLC's $500 million secured
term loan B and $50 million senior secured revolving credit
facility.  S&P also assigned its preliminary '1' recovery rating
on the term loan and revolver indicating high (90% to 100%)
recovery under a default scenario.  Finalization of ratings is
subject to documentation review.

Blackstone purchased the power generation facilities for
$685 million (and $33 million in transaction expenses) on Jan. 17,
2014.  With the issuance of the term loan B, about $215 million of
equity will remain in the project.

The portfolio consists of three combined-cycle gas turbine (CCGT)
facilities (Bastrop, Frontera, and Paris) totaling 1,295 MW in the
North and South regions of the Electric Reliability Council of
Texas (ERCOT) market.  Through February 2017, the facilities will
sell 100% of their capacity under heat rate call option (HRCO)
agreements to Energy America LLC, a division of Direct Energy, and
will be supported by a parent guarantee from Centrica.
Competitive Power Ventures Inc., an experienced manager of
merchant gas-fired power plants in the U.S., is the asset manager
of the project and the facilities are operated by NAES Corp., the
largest global provider of third-party power plant operations.  In
addition, NAES has hired the plant staff that operated the
facilities under Direct Energy's ownership.

The outlook is stable.  Relatively small projects of this type
normally have a rating no higher than 'BB'.  A rating upgrade, not
under consideration until 2017, could occur if operational
performance through the forecast period enables deleveraging of
the portfolio by 20%, and there is visibility into merchant
pricing that will likely to support DSCR levels of about 2.5x.

Conversely, a ratings downgrade could occur if operational issues
emerge that result in DSCRs declining to 1.7x.  In the merchant
period, S&P could lower ratings if DSCR levels are below 2x,
and/or debt pay-down lags, and refinancing leverage levels are
expected to be above $250 per kilowatt.


WORLD IMPORTS: Can Access Bank's Cash Collateral Until Feb. 28
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
on Jan. 24 entered a sixth final stipulation and order authorizing
World Imports, Ltd., et al., to use cash collateral of PNC Bank,
National Association, and PNC Equipment Finance, LLC, until
February 28, 2014, pursuant to a budget available for free at
http://is.gd/dRLAo7

As reported in the Troubled Company Reporter on Nov. 28, 2013, as
adequate protection, the banks are granted replacement liens in
all of the Debtors' post-petition collateral.

Any diminution in the value of the pre-petition liens in favor of
the Banks caused by the Debtors' use of the Banks' cash collateral
that is not compensated by post-petition collateral or through
adequate protection payments will constitute a cost and expense of
administration in the Bankruptcy Cases in accordance with Section
503(b)(1) of the Bankruptcy Code and will have a superpriority
status pursuant to Section 507(b) of the Bankruptcy Code.

A copy of the Sixth Final Stipulation and Order is available
at http://is.gd/94z4gS

                     About World Imports

World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 13-15929) on July 3, 2013, in Philadelphia.  Debtor-
affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No.
13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World
Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed
separate petitions for Chapter 11 relief.  The cases are jointly
administered under Case No. 13-15929.  John E. Kaskey, Esq., at
Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the
Debtors.  World Imports, Ltd., estimated assets and debts of
$10 million to $50 million.  World Imports South, LLC, estimated
assets of $1 million to $10 million.


* Bid to Speed 'Proxy Plumbing' Riles Activist Investors
--------------------------------------------------------
Ronald Orol, writing for The Deal, reported that an influential
business lobby group may soon press the nation's securities
regulator to speed up the "proxy plumbing" process that occurs in
advance of a vote on a major deal, a prospect that has sparked
outrage among activist hedge fund managers who argue that the same
change will hurt their ability to mobilize support for their
dissident campaigns and director candidates.

According to the report, at issue is the amount of time the
Securities and Exchange Commission gives corporations to establish
who their shareholders are in advance of an annual meeting or a
special meeting, such as when investors vote on a merger or
acquisition.  Specifically, the agency requires that corporations
start their inquiry with various banks and brokers to determine
how many beneficial owners they have 20 business days -- four
weeks -- prior to a "record date" that the company sets in advance
of the meeting.  Investors who purchase stock prior to this
scheduled record date are entitled to vote those shares at the
upcoming scheduled annual or special meeting and those who buy
shares after that day are not.  (The inquiry is made so that
companies can determine how many proxy statements to provide to
its shareholder base).

Brian Breheny, Esq. -- brian.breheny@skadden.com -- a partner at
Skadden, Arps, Slate, Meagher & Flom LLP in Washington, said that
an American Bar Association committee he chairs is debating
whether the time has come for the SEC to shorten the mandatory
search period, the report related.  Breheny, a former chief of the
SEC's M&A unit, argued that recent technological advancements have
made it easier to collect a list of shareholders, adding that a
shorter period would speed up the process of preparing for a vote
on a deal or other transaction and allow it to be completed with
fewer headaches.

The subcommittee may soon vote to submit a petition asking that
the SEC shorten the inquiry period to five days, significantly
less than the current four-week investigation period, according to
people familiar with the situation, the report related.  The SEC
is not required to follow up on the petition, but the ABA is a
major and influential pro-corporate SEC constituent (made up of
numerous ex-SEC officials) and agency staffers typically pay close
attention to the group's suggestions.

Backers of a compressed inquiry period insist that it would be
helpful in situations where shareholders are voting on
transactions, because it would provide more deal certainty and
less time for external issues to arise that can lower valuations
or dismantle deals -- such as third-party bids, poor earnings
reports, employee departures or macro-economic problems, the
report further related.


* For-Profit Colleges Face New Wave of State Investigations
-----------------------------------------------------------
John Lauerman, writing for Bloomberg News, reported that for-
profit colleges, bruised by years of investigations and rule-
making, may face additional financial pressure from a new wave of
state probes by attorneys general and the U.S. Consumer Financial
Protection Bureau.

According to the report, Education Management Co., the education
chain partly owned by Goldman Sachs Group Inc.; Corinthian
Colleges Inc.; ITT Educational Services Inc.; and Career Education
Corp. have said that they've received demands for information from
a network of at least 12 attorneys general.  The Federal Trade
Commission has stiffened guidelines for marketing vocational
training programs, which many for-profit colleges offer.

The CFPB, created in 2011 to regulate financial products, has said
it's preparing to tackle student debt, which has climbed to $1.2
trillion and is pervasive among former students at for-profit
colleges, the report said.  Richard Cordray, head of the consumer
bureau and a former Ohio attorney general, said in written
testimony to a House panel on Jan. 29 that the bureau has received
thousands of complaints and comments about private student loans
and debt.

"A coordinated approach benefits all the parties involved,"
Kentucky Attorney General Jack Conway, who is chairman of a group
of state attorneys general investigating the education industry,
said in a telephone interview, the report cited.  "It helps to
have federal agencies looking at this as well in order to make
sure that federal education money and taxpayer dollars are being
spent wisely."

If they find wrongdoing, attorneys general typically file civil
suits that seek monetary damages or restitution and changes in
corporate behavior, said Allison Martin, a spokeswoman for Conway,
the report further cited.


* Fitch: SNAP Cuts in Farm Bill May Dent Food Companies
-------------------------------------------------------
The sharp reduction in Supplemental Nutrition Assistance Program
(SNAP) payments may dent the operations of food companies when the
Agriculture Act of 2014 (farm bill) becomes law, Fitch says.  The
farm bill cuts SNAP spending by $8.6 billion over the next decade.
According to the United States Department of Agriculture, SNAP
program benefits were approximately $76 billion in 2013.

The bill passed legislation this week after a tumultuous four-year
back-and-forth process. President Obama is set to sign the bill
into law later today.

The new law's reductions in SNAP (formerly known as the Food Stamp
Program) payments will further constrain spending for already
cash-strapped consumers. The bifurcation of consumers continues,
with higher income consumers faring well but middle to low income
consumers remaining severely cost conscious and searching for food
products on promotion. Packaged food companies have already
reported weakness in growth for packaged foods in the center of
the store where shelf stable foods are sold.

An increase included in the 2009 Recovery Act raised the maximum
SNAP benefit from April 2009 through Oct. 2013. That increase
ended in Nov. 2013, reducing benefits for nearly every SNAP
household. Families of three now receive approximately $29 less
per month. Feeding America estimates that the bill will cause an
estimated 850,000 low-income households to lose approximately $90
more in monthly benefits.

Fitch believes spending on non-essential foods such as snacks
could be hit hard and that basics such as milk will be also be
affected, possibly causing a slight shift toward lower priced
private label foods. We note that branded packaged food companies
generally have the ability to manage their capital structures to
maintain metrics appropriate for their current ratings.

There may also be a slight shift toward farmers' markets, as the
farm bill allows the doubling of food stamp benefits at these
types of markets to encourage the consumption of more nutritious
foods.

Fitch does not expect any portion of the farm bill alone to
materially impact ratings of US food or agribusiness companies.

In addition, protein producers and industry groups have lobbied
for the repeal of country of origin (COOL) labeling contained in
the farm bill. The additional costs of tracking and labeling
exactly where animals were born, raised and slaughtered will
likely eventually be passed on to consumers in the form of higher
prices.


* ADGS Appoints Ho Sai Kwan David as Legal Advisor
--------------------------------------------------
ADGS Advisory, Inc. on Feb. 7 disclosed that it has appointed
Mr. Ho Sai Kwan David effective as of February 1, 2014 as a Legal
Advisor.  Mr. Ho has extensive experience in Hong Kong Bankruptcy
and Insolvency Matters.  Mr. Ho is a licensed and practicing
solicitor in Hong Kong under Section 73 of the Legal Practitioners
Ordinance (Cap. 159).

Mr. Ho has more than seven years of experience in the securities
industry, with particular expertise in legal and compliance, and
in-house training programs at a number of securities firms
including Bright Smart Securities based in Hong Kong.  Mr. Ho has
also been a course instructor at the Hong Kong Securities and
Investment Institute, and a part-time instructor at Hong Kong
Baptist University School of Continuing Education and SCOPE, City
University of Hong Kong teaching HKICPA/ ACCA/ KKIAAT law papers.
Mr. Ho was admitted as a solicitor of HKSAR in July 1999, was
awarded an HKSI practicing certificate (securities) and an HKSI
specialist certificate (securities) in July 2006, and passed a
variety of Hong Kong Securities Institute licensing examinations
in August 2010.  He graduated in June 1980 from Wah Yah College in
Hong Kong, Stafford House College, UK in June 1982, and received
an LL.B. with honors from the University of Essex, UK.

Mr. Ho will actively offer a legal advisory service to the
Company's clients.

The Company indicated that it is expanding its revenue streams.
Management believes the new streams of revenue will add over 2
million Hong Kong Dollars (approximately US $250,000) for the
coming year.

                            About ADGS

ADGS Advisory, Inc. is primarily engaged in providing accounting,
taxation, company secretarial, general corporate and consultancy
services in Hong Kong.  ADGS has a strong and successful
background in the Hong Kong market, most notably bankruptcy and
insolvency services to a variety of customers including high
growth industries in China.  ADGS intends to further bolster its
growth via additional acquisitions.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                            Total
                                           Share-     Total
                                 Total   Holders'   Working
                                Assets     Equity   Capital
  Company         Ticker          ($MM)      ($MM)     ($MM)
  -------         ------        ------   --------   -------
ABSOLUTE SOFTWRE  OU1 GR         129.8      (11.3)    (10.7)
ABSOLUTE SOFTWRE  ALSWF US       129.8      (11.3)    (10.7)
ABSOLUTE SOFTWRE  ABT CN         129.8      (11.3)    (10.7)
ACCELERON PHARMA  0A3 GR          48.4      (19.9)      6.2
ACCELERON PHARMA  XLRN US         48.4      (19.9)      6.2
ADVANCED EMISSIO  ADES US        106.4      (46.1)    (15.3)
ADVANCED EMISSIO  OXQ1 GR        106.4      (46.1)    (15.3)
ADVENT SOFTWARE   AXQ GR         454.9     (133.8)    (83.4)
ADVENT SOFTWARE   ADVS US        454.9     (133.8)    (83.4)
AERIE PHARMACEUT  AERI US          7.2      (22.4)    (11.0)
AIR CANADA-CL A   ADH GR       9,481.0   (3,056.0)    105.0
AIR CANADA-CL A   ADH TH       9,481.0   (3,056.0)    105.0
AIR CANADA-CL A   AC/A CN      9,481.0   (3,056.0)    105.0
AIR CANADA-CL A   AIDIF US     9,481.0   (3,056.0)    105.0
AIR CANADA-CL B   ADH1 TH      9,481.0   (3,056.0)    105.0
AIR CANADA-CL B   ADH1 GR      9,481.0   (3,056.0)    105.0
AIR CANADA-CL B   AIDEF US     9,481.0   (3,056.0)    105.0
AIR CANADA-CL B   AC/B CN      9,481.0   (3,056.0)    105.0
AK STEEL HLDG     AKS* MM      3,766.4     (211.8)    394.9
AK STEEL HLDG     AK2 GR       3,766.4     (211.8)    394.9
AK STEEL HLDG     AK2 TH       3,766.4     (211.8)    394.9
AK STEEL HLDG     AKS US       3,766.4     (211.8)    394.9
ALLIANCE HEALTHC  AIQ US         515.6     (131.4)     61.3
AMC NETWORKS-A    AMCX US      2,524.8     (611.9)    790.3
AMC NETWORKS-A    9AC GR       2,524.8     (611.9)    790.3
AMER AXLE & MFG   AYA GR       3,118.5      (46.8)    387.6
AMER AXLE & MFG   AXL US       3,118.5      (46.8)    387.6
AMER RESTAUR-LP   ICTPU US        33.5       (4.0)     (6.2)
AMERICAN AIRLINE  A1G GR      26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE  A1G TH      26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE  AAL* MM     26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE  AAL US      26,780.0   (7,922.0)    143.0
AMR CORP          AAMRQ US    26,780.0   (7,922.0)    143.0
AMR CORP          AAMRQ* MM   26,780.0   (7,922.0)    143.0
AMR CORP          ACP GR      26,780.0   (7,922.0)    143.0
AMYLIN PHARMACEU  AMLN US      1,998.7      (42.4)    263.0
ANACOR PHARMACEU  ANAC US         44.9       (7.3)     17.0
ANACOR PHARMACEU  44A TH          44.9       (7.3)     17.0
ANACOR PHARMACEU  44A GR          44.9       (7.3)     17.0
ANGIE'S LIST INC  ANGI US        109.7      (23.0)    (24.2)
ANGIE'S LIST INC  8AL TH         109.7      (23.0)    (24.2)
ANGIE'S LIST INC  8AL GR         109.7      (23.0)    (24.2)
ARRAY BIOPHARMA   ARRY US        152.6      (13.2)     82.3
ARRAY BIOPHARMA   AR2 TH         152.6      (13.2)     82.3
ARRAY BIOPHARMA   AR2 GR         152.6      (13.2)     82.3
AUTOZONE INC      AZO US       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC      AZ5 GR       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC      AZ5 TH       7,023.4   (1,721.2)   (962.6)
BARRACUDA NETWOR  CUDA US        236.2      (90.1)    (66.5)
BARRACUDA NETWOR  7BM GR         236.2      (90.1)    (66.5)
BENEFITFOCUS INC  BTF GR          54.8      (43.9)     (3.6)
BENEFITFOCUS INC  BNFT US         54.8      (43.9)     (3.6)
BERRY PLASTICS G  BP0 GR       5,135.0     (196.0)    653.0
BERRY PLASTICS G  BERY US      5,135.0     (196.0)    653.0
BOSTON PIZZA R-U  BPZZF US       156.7     (108.0)     (4.2)
BOSTON PIZZA R-U  BPF-U CN       156.7     (108.0)     (4.2)
BRP INC/CA-SUB V  BRPIF US     1,875.1      (63.7)    116.5
BRP INC/CA-SUB V  B15A GR      1,875.1      (63.7)    116.5
BRP INC/CA-SUB V  DOO CN       1,875.1      (63.7)    116.5
BURLINGTON STORE  BUI GR       2,594.2     (421.3)    139.7
BURLINGTON STORE  BURL US      2,594.2     (421.3)    139.7
CABLEVISION SY-A  CVC US       6,482.1   (5,284.1)    342.2
CABLEVISION SY-A  CVY GR       6,482.1   (5,284.1)    342.2
CAESARS ENTERTAI  C08 GR      26,096.4   (1,496.8)    626.7
CAESARS ENTERTAI  CZR US      26,096.4   (1,496.8)    626.7
CANNAVEST CORP    CANV US         10.7       (0.2)     (1.3)
CAPMARK FINANCIA  CPMK US     20,085.1     (933.1)      -
CC MEDIA-A        CCMO US     15,231.2   (8,370.8)    786.9
CENTENNIAL COMM   CYCL US      1,480.9     (925.9)    (52.1)
CENVEO INC        CVO US       1,238.5     (473.0)    143.1
CHOICE HOTELS     CHH US         555.7     (484.7)     79.2
CHOICE HOTELS     CZH GR         555.7     (484.7)     79.2
CIENA CORP        CIE1 GR      1,802.8      (82.7)    780.7
CIENA CORP        CIE1 TH      1,802.8      (82.7)    780.7
CIENA CORP        CIEN US      1,802.8      (82.7)    780.7
CIENA CORP        CIEN TE      1,802.8      (82.7)    780.7
CINCINNATI BELL   CBB US       2,551.7     (687.2)   (147.2)
COROWARE INC      HT9B GR          0.3      (32.1)    (31.9)
DIRECTV           DIG1 GR     20,588.0   (6,208.0)   (300.0)
DIRECTV           DTV US      20,588.0   (6,208.0)   (300.0)
DIRECTV           DTV CI      20,588.0   (6,208.0)   (300.0)
DOMINO'S PIZZA    EZV TH         468.5   (1,322.2)     76.9
DOMINO'S PIZZA    EZV GR         468.5   (1,322.2)     76.9
DOMINO'S PIZZA    DPZ US         468.5   (1,322.2)     76.9
DUN & BRADSTREET  DB5 GR       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET  DB5 TH       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET  DNB US       1,849.9   (1,206.3)   (128.9)
DYAX CORP         DYAX US         70.6      (38.8)     41.0
DYAX CORP         DY8 GR          70.6      (38.8)     41.0
EASTMAN KODAK CO  KODK US      3,815.0   (3,153.0)   (785.0)
EASTMAN KODAK CO  KODN GR      3,815.0   (3,153.0)   (785.0)
EDGEN GROUP INC   EDG US         883.8       (0.8)    409.2
ENTRAVISION CO-A  EV9 GR         455.7       (5.6)     78.1
ENTRAVISION CO-A  EVC US         455.7       (5.6)     78.1
EVERYWARE GLOBAL  EVRY US        356.6      (53.9)    142.5
FAIRPOINT COMMUN  FRP US       1,592.6     (406.7)     30.0
FERRELLGAS-LP     FGP US       1,441.3     (134.9)    (55.6)
FERRELLGAS-LP     FEG GR       1,441.3     (134.9)    (55.6)
FIFTH & PACIFIC   FNP US         957.0     (220.7)    (66.9)
FIFTH & PACIFIC   LIZ GR         957.0     (220.7)    (66.9)
FOREST OIL CORP   FST US       1,909.3      (63.1)   (148.3)
FREESCALE SEMICO  FSL US       3,819.0   (4,526.0)  1,239.0
FREESCALE SEMICO  1FS TH       3,819.0   (4,526.0)  1,239.0
FREESCALE SEMICO  1FS GR       3,819.0   (4,526.0)  1,239.0
GENCORP INC       GY US        1,750.4     (142.6)    111.1
GENCORP INC       GCY TH       1,750.4     (142.6)    111.1
GENCORP INC       GCY GR       1,750.4     (142.6)    111.1
GLG PARTNERS INC  GLG US         400.0     (285.6)    156.9
GLG PARTNERS-UTS  GLG/U US       400.0     (285.6)    156.9
GLOBAL BRASS & C  6GB GR         576.5      (37.0)    286.9
GLOBAL BRASS & C  BRSS US        576.5      (37.0)    286.9
GRAHAM PACKAGING  GRM US       2,947.5     (520.8)    298.5
HALOZYME THERAPE  HALO US        110.1       (3.5)     63.2
HALOZYME THERAPE  HALOZ GR       110.1       (3.5)     63.2
HCA HOLDINGS INC  2BH GR      28,393.0   (7,044.0)  2,352.0
HCA HOLDINGS INC  2BH TH      28,393.0   (7,044.0)  2,352.0
HCA HOLDINGS INC  HCA US      28,393.0   (7,044.0)  2,352.0
HD SUPPLY HOLDIN  5HD GR       6,518.0     (698.0)  1,346.0
HD SUPPLY HOLDIN  HDS US       6,518.0     (698.0)  1,346.0
HOVNANIAN ENT-A   HOV US       1,759.1     (432.8)    956.3
HOVNANIAN ENT-A   HO3 GR       1,759.1     (432.8)    956.3
HOVNANIAN ENT-B   HOVVB US     1,759.1     (432.8)    956.3
HOVNANIAN-A-WI    HOV-W US     1,759.1     (432.8)    956.3
HUGHES TELEMATIC  HUTCU US       110.2     (101.6)   (113.8)
HUGHES TELEMATIC  HUTC US        110.2     (101.6)   (113.8)
INFOR US INC      LWSN US      6,515.2     (555.7)   (303.6)
IPCS INC          IPCS US        559.2      (33.0)     72.1
ISTA PHARMACEUTI  ISTA US        124.7      (64.8)      2.2
JUST ENERGY GROU  JE CN        1,533.5     (359.8)   (281.4)
JUST ENERGY GROU  1JE GR       1,533.5     (359.8)   (281.4)
JUST ENERGY GROU  JE US        1,533.5     (359.8)   (281.4)
L BRANDS INC      LTD GR       6,636.0     (820.0)    846.0
L BRANDS INC      LB US        6,636.0     (820.0)    846.0
L BRANDS INC      LTD TH       6,636.0     (820.0)    846.0
LDR HOLDING CORP  LDRH US         78.7       (0.6)      9.6
LEE ENTERPRISES   LEE US         989.0     (102.6)    (11.9)
LEE ENTERPRISES   LE7 GR         989.0     (102.6)    (11.9)
LORILLARD INC     LLV GR       3,555.0   (2,042.0)  1,297.0
LORILLARD INC     LLV TH       3,555.0   (2,042.0)  1,297.0
LORILLARD INC     LO US        3,555.0   (2,042.0)  1,297.0
MACROGENICS INC   M55 GR          42.0       (4.0)     11.7
MACROGENICS INC   MGNX US         42.0       (4.0)     11.7
MANNKIND CORP     NNF1 GR        287.6     (167.7)   (117.8)
MANNKIND CORP     NNF1 TH        287.6     (167.7)   (117.8)
MANNKIND CORP     MNKD US        287.6     (167.7)   (117.8)
MARRIOTT INTL-A   MAR US       6,480.0   (1,409.0)   (776.0)
MARRIOTT INTL-A   MAQ GR       6,480.0   (1,409.0)   (776.0)
MDC PARTNERS-A    MDCA US      1,365.7      (40.1)   (211.1)
MDC PARTNERS-A    MD7A GR      1,365.7      (40.1)   (211.1)
MDC PARTNERS-A    MDZ/A CN     1,365.7      (40.1)   (211.1)
MEDIA GENERAL     MEG US         749.9     (217.2)     36.8
MERITOR INC       AID1 GR      2,570.0     (822.0)    338.0
MERITOR INC       MTOR US      2,570.0     (822.0)    338.0
MERRIMACK PHARMA  MACK US        224.2      (16.6)    139.4
MERRIMACK PHARMA  MP6 GR         224.2      (16.6)    139.4
MIRATI THERAPEUT  MRTX US         18.0      (23.6)    (24.5)
MONEYGRAM INTERN  MGI US       4,923.2     (116.3)     49.2
MORGANS HOTEL GR  MHGC US        572.8     (172.9)      6.5
MORGANS HOTEL GR  M1U GR         572.8     (172.9)      6.5
MPG OFFICE TRUST  MPG US       1,280.0     (437.3)      -
NATIONAL CINEMED  XWM GR         982.5     (217.5)    139.1
NATIONAL CINEMED  NCMI US        982.5     (217.5)    139.1
NAVISTAR INTL     NAV US       8,315.0   (3,601.0)  1,198.0
NAVISTAR INTL     IHR GR       8,315.0   (3,601.0)  1,198.0
NAVISTAR INTL     IHR TH       8,315.0   (3,601.0)  1,198.0
NEKTAR THERAPEUT  NKTR US        383.0      (50.3)    127.0
NEKTAR THERAPEUT  ITH GR         383.0      (50.3)    127.0
NORCRAFT COS INC  NCFT US        265.0       (6.1)     47.7
NORCRAFT COS INC  6NC GR         265.0       (6.1)     47.7
NORTHWEST BIO     NWBO US          7.6      (14.3)     (9.7)
NYMOX PHARMACEUT  NYMX US          1.4       (6.9)     (2.7)
OCI PARTNERS LP   OP0 GR         460.3      (98.7)     79.8
OCI PARTNERS LP   OCIP US        460.3      (98.7)     79.8
OMEROS CORP       3O8 GR          12.0      (23.9)     (1.6)
OMEROS CORP       OMER US         12.0      (23.9)     (1.6)
OMTHERA PHARMACE  OMTH US         18.3       (8.5)    (12.0)
OPHTHTECH CORP    O2T GR          40.2       (7.3)     34.3
OPHTHTECH CORP    OPHT US         40.2       (7.3)     34.3
PALM INC          PALM US      1,007.2       (6.2)    141.7
PHILIP MORRIS IN  PM1CHF EU   36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PM1 TE      36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PM US       36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PM FP       36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  4I1 TH      36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PMI SW      36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PM1EUR EU   36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  4I1 GR      36,795.0   (5,908.0)     (2.0)
PLAYBOY ENTERP-A  PLA/A US       165.8      (54.4)    (16.9)
PLAYBOY ENTERP-B  PLA US         165.8      (54.4)    (16.9)
PLY GEM HOLDINGS  PGEM US      1,088.3      (37.7)    212.1
PLY GEM HOLDINGS  PG6 GR       1,088.3      (37.7)    212.1
PROTALEX INC      PRTX US          1.2       (8.6)      0.6
PROTECTION ONE    PONE US        562.9      (61.8)     (7.6)
QUALITY DISTRIBU  QLTY US        465.1      (38.1)     92.3
QUINTILES TRANSN  QTS GR       2,842.0     (712.0)    382.8
QUINTILES TRANSN  Q US         2,842.0     (712.0)    382.8
RE/MAX HOLDINGS   2RM GR         252.0      (22.5)     39.1
RE/MAX HOLDINGS   RMAX US        252.0      (22.5)     39.1
REGAL ENTERTAI-A  RETA GR      2,508.3     (658.5)     54.0
REGAL ENTERTAI-A  RGC US       2,508.3     (658.5)     54.0
RENAISSANCE LEA   RLRN US         57.0      (28.2)    (31.4)
RENTPATH INC      PRM US         208.0      (91.7)      3.6
RETROPHIN INC     RTRX US         21.4       (5.8)    (10.3)
REVLON INC-A      REV US       1,259.4     (619.8)    192.4
REVLON INC-A      RVL1 GR      1,259.4     (619.8)    192.4
RINGCENTRAL IN-A  3RCA GR         60.8      (25.3)    (10.9)
RINGCENTRAL IN-A  RNG US          60.8      (25.3)    (10.9)
RITE AID CORP     RAD US       7,138.2   (2,228.8)  1,881.2
RITE AID CORP     RTA GR       7,138.2   (2,228.8)  1,881.2
RURAL/METRO CORP  RURL US        303.7      (92.1)     72.4
SALLY BEAUTY HOL  S7V GR       1,950.1     (303.5)    473.2
SALLY BEAUTY HOL  SBH US       1,950.1     (303.5)    473.2
SILVER SPRING NE  9SI GR         513.9      (88.9)     76.3
SILVER SPRING NE  SSNI US        513.9      (88.9)     76.3
SILVER SPRING NE  9SI TH         513.9      (88.9)     76.3
SUNESIS PHARMAC   SNSS US         46.6       (5.8)     11.2
SUNESIS PHARMAC   RYIN GR         46.6       (5.8)     11.2
SUNGAME CORP      SGMZ US          0.1       (2.2)     (2.3)
SUPERVALU INC     SJ1 GR       4,738.0   (1,031.0)    154.0
SUPERVALU INC     SVU US       4,738.0   (1,031.0)    154.0
SUPERVALU INC     SJ1 TH       4,738.0   (1,031.0)    154.0
TANDEM DIABETES   TNDM US         48.6       (2.8)     13.8
TANDEM DIABETES   TD5 GR          48.6       (2.8)     13.8
TAUBMAN CENTERS   TCO US       3,438.8     (211.5)      -
TAUBMAN CENTERS   TU8 GR       3,438.8     (211.5)      -
THRESHOLD PHARMA  THLD US        101.0      (17.5)     74.4
THRESHOLD PHARMA  NZW1 GR        101.0      (17.5)     74.4
TOWN SPORTS INTE  CLUB US        408.9      (40.4)     (3.9)
TOWN SPORTS INTE  T3D GR         408.9      (40.4)     (3.9)
TRANSDIGM GROUP   TDG US       6,148.9     (336.4)    998.0
TRANSDIGM GROUP   T7D GR       6,148.9     (336.4)    998.0
ULTRA PETROLEUM   UPL US       2,069.0     (376.8)   (243.9)
ULTRA PETROLEUM   UPM GR       2,069.0     (376.8)   (243.9)
UNISYS CORP       UISEUR EU    2,237.7   (1,509.9)    411.6
UNISYS CORP       UIS1 SW      2,237.7   (1,509.9)    411.6
UNISYS CORP       UISCHF EU    2,237.7   (1,509.9)    411.6
UNISYS CORP       USY1 TH      2,237.7   (1,509.9)    411.6
UNISYS CORP       USY1 GR      2,237.7   (1,509.9)    411.6
UNISYS CORP       UIS US       2,237.7   (1,509.9)    411.6
VECTOR GROUP LTD  VGR GR       1,121.0     (192.6)    316.7
VECTOR GROUP LTD  VGR US       1,121.0     (192.6)    316.7
VENOCO INC        VQ US          695.2     (258.7)    (39.2)
VERISIGN INC      VRS GR       2,330.0     (493.8)     97.7
VERISIGN INC      VRS TH       2,330.0     (493.8)     97.7
VERISIGN INC      VRSN US      2,330.0     (493.8)     97.7
VERSO PAPER CORP  VRS US       1,094.4     (409.5)     84.9
VINCE HOLDING CO  VNCE US        467.8     (179.1)      7.7
VINCE HOLDING CO  VNC GR         467.8     (179.1)      7.7
VIRGIN MOBILE-A   VM US          307.4     (244.2)   (138.3)
VISKASE COS I     VKSC US        346.7      (16.3)    106.1
WEIGHT WATCHERS   WW6 GR       1,408.2   (1,509.4)    (79.8)
WEIGHT WATCHERS   WTW US       1,408.2   (1,509.4)    (79.8)
WEST CORP         WT2 GR       3,480.7     (782.6)    349.0
WEST CORP         WSTC US      3,480.7     (782.6)    349.0
WESTMORELAND COA  WME GR         939.8     (280.3)      4.1
WESTMORELAND COA  WLB US         939.8     (280.3)      4.1
XERIUM TECHNOLOG  XRM US         626.9      (25.4)    128.4
XERIUM TECHNOLOG  TXRN GR        626.9      (25.4)    128.4
XOMA CORP         XOMA US         91.0      (13.5)     58.8
XOMA CORP         XOMA GR         91.0      (13.5)     58.8
XOMA CORP         XOMA TH         91.0      (13.5)     58.8
ZOGENIX INC       ZGNX US         54.6      (13.9)      3.1
ZOGENIX INC       Z08 TH          54.6      (13.9)      3.1



                             *********

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 ***