TCR_Public/140212.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 12, 2014, Vol. 18, No. 42

                            Headlines

710 LONG RIDGE: Union & NLRB Claims Not Entitled to Priority
A&F ENTERPRISES: Ruling in IHOP Dispute Stayed Pending Appeal
ALVARION(R) LTD: Receiver Presents Creditors' Plan Settlement
ALTREC INC: Files Schedules of Assets and Liabilities
ANDALAY SOLAR: Issues $100,000 Convertible Note

ASPEN DENTAL: S&P Rates $330MM Term Loan 'B' & Affirms 'B' CCR
ATLANTIC EXPRESS: STA Closes Deal to Acquire California Assets
AUTOMATED BUSINESS: Reversal of Cash Collateral Order Sought
BAYTEX ENERGY: S&P Affirms 'BB' CCR Over Aurora Oil Acquisition
BENTLEY PREMIER: Hearing on Rival Plans to Begin March 28

BENTLEY PREMIER: Collin Tax Assessor/Collector Balks at Plan
BERRY PLASTICS: Posts $6 Million Net Income in Dec. 28 Quarter
BEST SAND & GRAVEL: Case Summary & 20 Largest Unsecured Creditors
BISHOP OF STOCKTON: Provides More Info on Greeley Hiring
BISHOP OF STOCKTON: Files Schedules of Assets and Liabilities

BISHOP OF STOCKTON: Files Statement of Financial Affairs
BOARDWALK PIPELINE: S&P Lowers Subordinated Debt Rating to 'BB+'
BUFFET PARTNERS: Seeks to Use Cash Collateral
BUFFET PARTNERS: Proposes to Pay 75% of Critical Vendors' Claims
BUFFET PARTNERS: Rejecting Leases for 8 Closed Stores

C & K MARKET: Panel Has OK to Hire Protiviti as Financial Advisor
C & K MARKET: Hires Big Rock as Real Estate Broker
C & K MARKET: Taps Hilco as Real Estate Consultant
C & K MARKET: Wants to Hire Menlo Management as Leasing Agent
C & K MARKET: Hires Pacific Partners as Real Estate Broker

C & K MARKET: Taps Pulver & Leever as Real Estate Broker
CAESARS ENTERTAINMENT: Taps Lazard as Restructuring Adviser
CALVARY CHAPEL: Case Summary & 12 Unsecured Creditors
CASH STORE: Incurs C$7.5 Million Loss in First Quarter
CATASYS INC: Crede Buys $900,000 Common Shares

CBS I: Court Enters Final Decree Closing Reorganization Case
CELL THERAPEUTICS: Appoints Karen Ignagni to Board of Directors
CENTURYLINK INC: Fitch Affirms 'BB+' Issuer Default Rating
CEREPLAST INC: Voluntary Chapter 11 Case Summary
CHARLESTON VEGAS: Case Summary & 4 Largest Unsecured Creditors

COLOSSUS MINERALS: Creditors' Meeting Scheduled for Feb. 25
CONSTAR INTERNATIONAL: DIP Financing Wins Final Approval
CONSTAR INT'L: Plastipak Wins Bankruptcy Auction of US Assets
COPYTELE INC: Amends 57.4 Million Shares Resale Prospectus
DEERFIELD RETIREMENT: Court Approves Use of Cash Collateral

DELUXE ENTERTAINMENT: S&P Raises CCR to 'B' Over Refinancing Plans
DETROIT, MI: Emergency Manager to Push Back Filing Date
DETROIT, MI: Fee Examiner Says $13MM++ Billed in First 3 Months
DEWEY & LEBOEUF: Trustee Sues Four Ex-Partners for $1.3-Mil.
DIGERATI TECHNOLOGIES: Several Parties Object to Confirmation

DIOCESE OF HELENA: Proposes Elsaesser Jarzabek as Counsel
DIOCESE OF HELENA: Proposes Driscoll as Special Counsel
DVORKIN HOLDINGS: Has Settlement With Lender on $11MM Claim
EAST TECH: Voluntary Chapter 11 Case Summary
ECOTALITY INC: Plan Exclusivity Period Extended Until March 1

ELBIT IMAGING: Noteholder Appeals Approval of Arrangement
ELECTRO SONIC: Chapter 15 Case Summary
EMPIRE RESORTS: Amends $250 Million Shares Prospectus
EWGS INTERMEDIARY: Has Nod to Use Cash Collateral Until Feb. 20
EWGS INTERMEDIARY: Wants More Time to Decide on Leases

EXIDE TECHNOLOGIES: Hires ERM Consulting as Consultant
FEDERAL-MOGUL: Suit Over Modification to Medical Benefits Tossed
FIELDWOOD ENERGY: S&P Affirms 'B' CCR Over SandRidge Deal
FIRST MARINER: Files for Bankruptcy in Buyout Deal
FIRST MARINER: Case Summary & 6 Largest Unsecured Creditors

FISKER AUTOMOTIVE: Bidder for Firm Hires Former Ford Executive
FISKER AUTOMOTIVE: Hybrid Loses Appeal Over Limit to Credit Bid
FURNITURE BRANDS: Bid to Terminate Insurance Policies Opposed
GENERAL GROWTH: Buys Back Pershing's Remaining Stake
GENERAL MOTORS: Barra Eligible for $14.4-Mil. Pay Package in 2014

GIBSON BRANDS: S&P Lowers CCR to 'B-' on Weak Performance
GREEN FIELD ENERGY: Womble Carlyle Okayed as Committee Co-Counsel
GUIDED THERAPEUTICS: Omnyx's Cartwright Is New CEO
HOUSTON REGIONAL: Astros Seek Stay of Bankruptcy Ruling
INLAND DIVERSIFIED: Kite Realty to Acquire Firm for $2.1B

INTELLIPHARMACEUTICS INT'L: Receives $3.1 Million From Licensee
JEVIC TRANSPORTATION: Judge Upholds Deal Violating Priority Rules
KEEN EQUITIES: Investors Raising $1MM to Pay Taxes, etc.
KEYWELL LLC: Continental Casualty May Pay Defense Cost
KEYWELL LLC: Taps Rust Omni as Claims and Noticing Agent

KRONOS WORLDWIDE: Fitch Rates New $275MM Secured Term Loan 'BB-'
LABORATORY PARTNERS: Protections for Stalking Horse Bidder OK'd
LEIPZIG LIVING TRUST: Involuntary Chapter 11 Case Summary
LOCATION BASED TECHNOLOGIES: Dave Meyers Quits From Board
LONG ISLAND COLLEGE HOSPITAL: Sale Process Suspended

LIME ENERGY: Raises $2MM From Sale of Conv. Preferred Stock
MARTIFER SOLAR: Section 341(a) Meeting Scheduled for Feb. 27
MERITOR INC: Fitch Rates Proposed $225MM Unsecured Notes 'B-/RR5'
MERITOR INC: S&P Affirms 'B' CCR & Rates $225MM Sr. Notes 'B-'
MF GLOBAL: CME Settles Lawsuit for $14.5 Million

MI PUEBLO: Has Interim OK to Use Cash Collateral Until Feb. 23
MI PUEBLO: May Enter Into Lease Decision Stipulations
MISSION NEWENERGY: Had A$1.7 Million in Cash at Dec. 31
MONARCH COMMUNITY: Incurs $446,000 Net Loss in Fourth Quarter
MONTREAL MAINE: Trustee Sues World Fuel Over Train Derailment

MONTREAL MAINE: March 12 Hearing Set for Claimants' Plan Outline
MONTREAL MAINE: Needs $1.8-Mil. More to Continue to Operate
MORGANS HOTEL: Brian Taylor Stake at 6.4% as of Dec. 31
MORRIS WELDING: Files for Chapter 7 in Florida
NATIONAL VISION: S&P Puts 'B+' CCR on Watch Neg. Over KKR Buyout

NORANDA ALUMINUM: To Sell Securities Worth $465.3 Million
NPS PHARMACEUTICALS: Columbia Wanger No Longer 5% Shareholder
POSITRON CORP: Hikes Authorized Series H Pref. Shares to 15-Mil.
RDL LOGISTICS: Voluntary Chapter 11 Case Summary
RESIDENTIAL CAPITAL: Defeats UST Bid to Block CRO's Success Fee

ROCKWELL MEDICAL: Camber Capital No Longer a Shareholder
ROSEVILLE SENIOR LIVING: Has OK for Exit Financing With MidCap
ROSEVILLE SENIOR: Has Exit Financing Term Sheet With Midland
SCOOTER STORE: May Use Cash Collateral Until Feb. 23
SCOOTER STORE: Wants Plan Filing Period Extended to May 10

SEQUENOM INC: Inks Employment Pacts with COO, Pres. and CSO
SIMPLY WHEELZ: Wants to Amend Final DIP Financing Order
SOUND SHORE: Removal Period Extended Thru Plan Confirmation
SOUND SHORE: Exclusive Period to File Plan Extended to April 24
SPECIALTY PRODUCTS: Allowed to Bypass Dist. Court in Appeal

ST. FRANCIS' HOSPITAL: Alston & Bird to Represent Committee
ST. FRANCIS' HOSPITAL: March 5 Hearing on Panel's Bid to Hire CBIZ
STAR DYNAMICS: BAE Systems Lawsuit Stays in Bankruptcy Court
STAR DYNAMICS: Gets Secured Financing Through March 31
STERLING BLUFF: Proposes Stone & Baxter as Counsel

SUNTECH POWER: Subsidiary Wins Judgment vs. Suntech Singapore
SUPERLEAF TIMBER: Court Enters Further Confirmation Order
SUPERLEAF TIMBER: Elects Jan. 23 as Plan Effective Date
TECHPRECISION CORP: Amends By-Laws, Adopts Governance Guidelines
TEXAS STATE AFFORDABLE: S&P Affirms CC Rating on Housing Rev Bonds

TRANSTAR HOLDING: S&P Alters Outlook to Neg. Over ETX Acquisition
TUSCANY INTERNATIONAL: Has Interim Authority to Tap DIP Loans
TUSCANY INTERNATIONAL: Can Use Cash Collateral Until March 3
TUSCANY INTERNATIONAL: Has Interim OK to Pay Critical Vendors
TUSCANY INTERNATIONAL: TID Has Authority to Act as Foreign Rep

TUSCANY INTERNATIONAL: Can Employ Prime Clerk as Claims Agent
UNIVERSITY GENERAL: Files Q1, Q2 & Q3 2013 Quarterly Reports
VICTORY EMS: Case Summary & 13 Unsecured Creditors
VINCE YOUNG: To Exit Chapter 11 Quickly with Deal
VIVARO CORP: Court Rules in Suit Against Raza Communication

WHEATLAND MARKETPLACE: Can Use Cash Collateral Through Feb. 28
XTREME POWER: Potential Buyers Have Until March 20 to Submit Bids
XTREME POWER: Hiring of Baker Botts & Gordian Group Opposed
XZERES CORP: Paul DeBruce Stake at 15.9% as of Dec. 17
ZLOMREX INTERNATIONAL: U.K. Debt Arrangement Enforced in U.S.

* Chapter 13 Debt Limits Aren't 'Jurisdictional'

* Flour-Milling JV Planned by Cargill, ConAgra, CHS Again Delayed
* Holder Widens Rights for Gay Married Couples
* Justice Department Sued Over $13 Billion JPMorgan Pact
* Kohlberg Kravis to Close 2 Mutual Funds
* Year Begins with Three Bank Failures in January

* Craig Wolfe Joins Sheppard Mullin's Bankruptcy Practice in N.Y.
* John Gatti Joins Manatt as Partner in Litigation Division


                             *********


710 LONG RIDGE: Union & NLRB Claims Not Entitled to Priority
------------------------------------------------------------
Bankruptcy Judge Donald H. Steckroth granted the omnibus objection
of 710 Long Ridge Road Operating Company, II, LLC, et al., to the
claims filed by the New England Health Care Employees Union,
District 1119, SEIU; and the National Labor Relations Board on the
grounds that the Claims are not entitled to administrative
priority pursuant to 11 U.S.C. Sec. 503(b)(1)(A) or wage priority
pursuant to either 11 U.S.C. Sec. 507(a)(4) or 11 U.S.C. Sec.
507(a)(5).  Judge Steckroth said the back pay claims are not
entitled to wage claim priority status under 11 U.S.C. Sec.
507(a)(4) or 11 U.S.C. Sec. 507(a)(5) and are classified as
general unsecured claims, if and when awarded in an NLRB
proceeding.

The Debtors first argue that the administrative expense claims
attributable to the time period in which they were in full
compliance with the injunction ordered by the U.S. District Court
for the District of Connecticut should be expunged, and the
administrative expense claims attributable to the period during
which the interim relief ordered by the Bankruptcy Court pursuant
to 11 U.S.C. Sec. 1113(e) was in effect should be expunged
pursuant to the law of the case doctrine.

The Debtors also contend the Claims are not entitled to priority
status because the claims being adjudicated before the NLRB have
not yet been awarded and because the claims will substantially
increase the probability of layoff or termination of employees.
Additionally, the Debtors argue that the prepetition back pay
Claims are not entitled to wage priority because they were not
earned within the statutory 180-day period prior to Feb. 24, 2013.
Because the claims for back pay arose from an alleged unfair labor
practice -- ULP -- committed by the Debtors on June 17, 2012, the
Debtors assert the Claimants' rights to wages arose on that date;
and thus, their Claims accrued prior to the 180-day statutory
period for priority claims.  Thus, the Debtors seek to classify
the Claims as general unsecured claims.

The Claimants assert they are unaware of whether the Debtors
complied with the injunction ordered by the United States District
Court for the District of Connecticut, and thus, they may have a
claim for one or two days. In addition, the Claimants assert that
the law of the case doctrine is inapplicable because the Claimants
plan to file a motion for reconsideration of the District Court's
decisions denying leave to appeal this Court's 1113(e) interim
relief orders.

The Claimants argue further that because they have a pending claim
in a NLRB proceeding which may be awarded in the future, the
Claims should be given administrative priority at this time. They
also assert that their cooperation in organizing a payment plan
with the Debtor will prevent any concerns about the probability of
layoffs or termination of employees. The Claimants additionally
assert that the prepetition back pay Claims accrued during the
180-day period prior to the Filing Date because a Union employee
incurs a right to payment for every day that the employer fails to
reinstate the employee.

On July 2, 2013, the Union filed 15 claims.  On Aug. 22, 2013, the
NLRB filed five claims.  The Union and NLRB each assert an unknown
portion of the Back Pay Claims is entitled to priority for wages,
salaries, or commission under Sec. 507(a)(4) and/or contributions
to an employee benefit plan under Sec. 507(a)(5).  The Back Pay
Claims total approximately $9,000,000.  The Back Pay Claims
represent retroactive wages and benefits which seek to remedy the
alleged ULPs committed by the Debtor.

On Oct. 11, 2013, the Union filed 15 Administrative Expense
Claims.  On Oct. 2, 2013, the NLRB filed five Administrative
Expense Claims.  The Administrative Expense Claims, which
represent "the estimated potential post-petition liability for
unpaid wages, pension contributions, medical expenses, and other
benefits arising out of unfair labor charges against the Debtor"
beginning on the Filing Date, total $1,136,273.

A copy of the Court's Feb. 6, 2014 Opinion is available at
http://is.gd/psKRihfrom Leagle.com.

          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.


A&F ENTERPRISES: Ruling in IHOP Dispute Stayed Pending Appeal
-------------------------------------------------------------
Ali Alforookh manages and operates restaurants in Wisconsin,
Illinois, and Missouri under franchise agreements with
International House of Pancakes.  He created several companies to
hold the IHOP franchises he acquired over the years, including A&F
Enterprises, Inc. II.  Alforookh and his companies are in Chapter
11 bankruptcy proceedings.  Their primary assets are 17 separate
IHOP franchise agreements and the corresponding building and
equipment leases.

At this point the central dispute in the bankruptcy is the time
limit for assuming these contracts.  In general, debtors in
Chapter 11 may assume or reject executory contracts any time
before confirmation of a plan pursuant to 11 U.S.C. Sec.
365(d)(2).  Unexpired leases of nonresidential real property,
however, must be assumed within 120 days (210 days if the court
grants a 90-day extension).

A&F neither assumed the building leases within 120 days nor sought
an extension, so IHOP contends that the building leases were
rejected, and by way of crossdefault provisions, that the
franchise agreements and equipment leases expired. A&F believes
that because the building leases are just one part of the larger
franchise arrangement with IHOP, Sec. 365(d)(2)'s more generous
time limit applies to the whole arrangement, including the
building leases.

A&F and IHOP fought this legal battle in bankruptcy court, and A&F
lost on the merits.  The bankruptcy judge issued orders deeming
the building leases rejected and the franchise agreements and
equipment leases expired.  A&F appealed this decision to the
district court.  A&F also sought a stay pending appeal, which both
the bankruptcy court and the district court denied.  Both courts
thought that A&F's position lacked merit because the text of Sec.
365(d)(4) contains no exception for leases tied to franchises.

A&F ENTERPRISES, INC. II, et al., Appellants, v. IHOP FRANCHISING
LLC, et al., Appellees, No. 13-3192 (7th Cir.), is an appeal
seeking review of the district court's order denying the stay and
also moved for an emergency stay.  The U.S. Court of Appeals for
the Seventh Circuit granted the emergency motion and issued a stay
order freezing the status quo during the pendency of this appeal.
The sole issue for the Seventh Circuit now is whether the
bankruptcy court's orders should be stayed pending resolution of
the appeal on the merits, which remains pending before the
district court.

In a Feb. 7 decision available at http://is.gd/dhSNS7from
Leagle.com, the Seventh Circuit held that a continued stay is
warranted.  Because A&F has demonstrated a likelihood of success
on the merits and the potential harm to A&F is greater than that
to IHOP, a stay is warranted, the Appeals Court said.

A & F Enterprises, Inc. II, based in Oak Park, Illinois, sought
Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
13-07930) on Feb. 28, 2013.  Judge Donald R. Cassling oversees the
case.  Michael C. Moody, Esq., at O'Rourke& Moody, serves as the
Debtor's counsel.

A & F Enterprises, Inc. II estimated $500,001 to $1 million in
assets, and $100,001 to $500,000 in liabilities.

Affiliates that simultaneously filed Chapter 11 petitions are
AbuBecker Inc.; AEA Enterprises, Inc.; AEE Enterprises Inc.; East
Peoria Enterprises Inc.; Fatma Enterprises Inc.; Halima I, Inc.;
Sabah Restaurant Inc.; Westchester Enterprises Inc.; Mahmoud Inc.;
El Sayed Inc.; and Elham Inc.  The petitions were signed by Ali
Alforookh, sole owner of A&F Enterprises.


ALVARION(R) LTD: Receiver Presents Creditors' Plan Settlement
-------------------------------------------------------------
Alvarion(R) Ltd. (in receivership and interim liquidation)
(OTCQB:ALVRQ) disclosed that Yoav Kfir, the court-appointed
Special Manager and Receiver, submitted on January 29, 2014 a
motion to the District Court of Tel Aviv -- Yaffo requesting the
Court to approve the proposed creditors' plan of settlement.

Shareholder and Creditor meetings to vote on the proposed plan
were held on January 5, 2014 in Tel Aviv.  The proposed creditors'
plan of settlement was approved by the Company's shareholders, its
senior creditors (subject to certain exceptions submitted by two
senior creditors) and its junior, unsecured creditors by the
necessary vote.  The Receiver petitioned the Court to dismiss the
exceptions submitted by the senior creditors and approve the
proposed plan.  Alternatively, the Receiver requested the Court
that an urgent hearing be scheduled to discuss the proposed plan
and provide guidance as to the approval of said plan.

Furthermore, the Receiver petitioned the Court to permanently
suspend the liquidation order for Alvarion Ltd., which was
temporarily suspended on December 12, 2014 for 45 days, in order
to allow the continued listing of the Company on NASDAQ and the
Tel Aviv Stock Exchange.

In accordance with the Court's order, the Receiver published
notifications in two local newspapers regarding the submission of
the motion to approve the proposed creditors' plan of settlement.
A copy of the motion submitted to the Court together with all its
appendices can be requested by writing to yael@var-management.com
or by fax +972-2-995-5777.  Any person who wishes to object to the
motion submitted to the Court should file his/her objection with
the Court by February 12, 2014.

                          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.


ALTREC INC: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Altrec, Inc., filed with the U.S. Bankruptcy Court for the
District of Oregon its schedules of assets and liabilities
disclosing the following:

                                       Assets     Liabilities
                                     ----------   -----------
   A. Real Property                          $0
   B. Personal Property               2,141,695
   C. Property Claimed as exempt
   D. Creditors Holding
         Secured Claims                            $8,637,023
   E. Creditors Holding Unsecured
         Priority Claims                              100,000
   F. Creditors Holding Unsecured
         Nonpriority Claims                        14,558,415
                                     ----------   -----------
      Total                          $2,141,695   $23,295,438

A full-text copy of the schedules is available for free at
http://bankrupt.com/misc/ALTRECsal0129.pdf

                         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 serve as as local co-counsel to
the Committee.


ANDALAY SOLAR: Issues $100,000 Convertible Note
-----------------------------------------------
Andalay Solar, Inc., on Jan. 27, 2014, issued a convertible note
in the principal amount of $100,000 that matures Jan. 27, 2016,
under the Securities Purchase Agreement it entered into with an
institutional investor on Dec. 19, 2013.  The Convertible Note
bears interest at the rate of 8 percent per annum compounded
annually, is payable at maturity and the principal and interest
outstanding under the Convertible Note are convertible into shares
of the common stock of the Company, at any time after issuance, at
the option of the Purchaser, at a conversion price equal to $.02,
subject to adjustment upon the happening of certain events,
including stock dividends, stock splits and the issuance of Common
Stock Equivalents at a price below the conversion price.  Subject
to the Company fulfilling certain conditions, including beneficial
ownership limits, the Convertible Note is subject to a mandatory
conversion if the closing price of the Company's common stock for
any 20 consecutive days commencing six months after the issue date
of the Convertible Note equals or exceeds $0.04.  Unless waived in
writing by the Purchaser, no conversion of the Note can be
effected to the extent that as a result of that conversion the
Purchaser would beneficially own more than 9.99 percent in the
aggregate of the Company's issued and outstanding common stock
immediately after giving effect to the issuance of common stock
upon conversion.

The Company has the option of repaying the outstanding principal
amount of the Convertible Note, in whole or in part, by paying the
Purchaser a sum of money equal to 120 percent of the principal
together with accrued but unpaid interest upon 30 days notice,
subject to certain beneficial ownership limits.  For so long as
the Company has any obligation under the Convertible Note, the
Company agreed to certain restrictions regarding, among other
things, incurrence of additional debt, liens, amendments to
charter documents, repurchase of stock, payment of cash dividends,
affiliated transactions.  The Company is also prohibited from
entering into certain variable priced agreements until the
Convertible Note is repaid in full.  The Convertible Note contains
events of default which, if triggered, will result in the
requirement to pay a default amount (up to 24 percent) as
specified in the Convertible Note.

In addition, Andalay Solar entered into an amendment to the
Securities Purchase Agreement that it entered into on Dec. 19,
2013, with certain institutional accredited investors.  The
Amendment extended the Final Closing Date set forth in the SPA to
Jan. 31, 2014.

                        About Andalay Solar

Founded in 2001, Andalay Solar, Inc., is a provider of innovative
solar power systems.  In 2007, the Company pioneered the concept
of integrating the racking, wiring and grounding directly into the
solar panel.  This revolutionary solar panel, branded "Andalay",
quickly won industry acclaim.  In 2009, the Company again broke
new ground with the first integrated AC solar panel, reducing the
number of components for a rooftop solar installation by
approximately 80 percent and lowering labor costs by approximately
50 percent.  This AC panel, which won the 2009 Popular Mechanics
Breakthrough Award, has become the industry's most widely
installed AC solar panel.  A new generation of products named
"Instant Connect" was introduced in 2012 and is expected to
achieve even greater market acceptance.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing significant
operating losses and negative cash flow from operations that raise
substantial doubt about its ability to continue as a going
concern.

Westinghouse Solar disclosed a net loss of $8.62 million on
$5.22 million of net revenue in 2012, as compared with a net loss
of $4.63 million on $11.42 million of net revenue in 2011.

The Company's balance sheet at Sept. 30, 2013, showed
$3.34 million in total assets, $6.24 million in total liabilities,
$180,468 in series A convertible redeemable preferred stock,
$1.02 million in series D convertible preferred stock, and a
$4.11 million total stockholders' deficit.


ASPEN DENTAL: S&P Rates $330MM Term Loan 'B' & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on East Syracuse, N.Y.-based Aspen Dental
Management Inc.  The outlook remains stable.

At the same time, S&P assigned its 'B' credit rating to Aspen's
$40 million revolving credit agreement and $330 million term loan
B.  S&P's recovery rating on this debt is '3', indicating its
expectation for meaningful (50% to 70%) recovery of principal in
the event of payment default.

"We believe Aspen's refinancing significantly improves its
prospects for covenant compliance over the next two years and
reinforces our "adequate" assessment of Aspen's liquidity," said
credit analyst Gail Hessol.  "We expect Aspen could have a small
discretionary cash flow (DCF) deficit in 2014, returning to modest
DCF generation in 2015."

The rating outlook is stable, reflecting S&P's expectation for
negligible DCF over the next two years and sustained high
leverage.

A downgrade would most likely be prompted by slower-than-expected
EBITDA growth.  This could occur if the flow of new patients
falters, perhaps because of constrained customer financing,
contributing to a slow ramp-up of new offices and weak same-store
growth.  S&P could also lower its rating if there is an unexpected
and substantial investment in working capital (a sharp decline in
patient deposits, for example) that depletes liquidity or if
discretionary cash flow weakens substantially and Aspen borrows to
finance office expansion.  In any of these scenarios, covenant
cushions could fall below 10%.

An upgrade is unlikely given S&P's view that business
vulnerabilities and high leverage will persist as Aspen's
management and financial sponsors pursue growth.


ATLANTIC EXPRESS: STA Closes Deal to Acquire California Assets
--------------------------------------------------------------
Student Transportation Inc. and its subsidiary Student
Transportation of America (STA) announced it has closed the
acquisition of assets from two California operations of Atlantic
Express.  STI's subsidiary SchoolWheels Direct has been managing
the operations of the fleet for the past month.

SchoolWheels Direct, a logistics and management services company,
was hired after approval by the debtors and bankruptcy court to
ensure customers and employees that there would be a smooth
transition until such time STA and the various parties involved
with Atlantic Express could complete an Asset Purchase Agreement.

"We are pleased to be able to close the transaction sooner than we
anticipated," said STI Regional Vice President Don Kissell.  "We
were able to hit the ground running just after the holidays to be
ready when the students went back to school.  The cooperation we
received from various state and local officials to ensure
thousands of children had safe transportation was just remarkable.
The SchoolWheels Direct management team was able to provide
continuity of service which was extremely important to the local
customers, the court and both of the companies."

STA management has already met with the staff and drivers, as well
as every customer to answer questions and identify the goals to
accomplish moving forward.  The company felt it was important to
address any concerns involved with such a quick turnaround, but is
confident that it can begin improving operations and implementing
programs right away.  "The entire process and customer response
has gone so well that we were able to move up the closing of the
transaction," added Mr. Kissell.  "We have a tremendous reputation
in the State and that certainly helped."

STI previously announced after the completion of a negotiated
Asset Purchase Agreement it would acquire 425 vehicles and assume
over $26 million in annualized contracted revenues.  The
transaction will add substantially to the regional density of the
company's existing operations in California. The company noted it
has also recently renewed one of its largest existing contracts
with the Los Angeles Unified School District for an additional
five years.

Mr. Kissell added, "We were able to prove ourselves to many folks
who left on holiday and came back to a new provider and no service
disruptions.  We know this is a local business and our team here
in California is very excited to welcome in over 500 new employees
to the STA Family of companies."

            About Atlantic Express Transportation Corp

Founded in 1964, Atlantic Express --
http://www.atlanticexpress.com-- is the fourth-largest school bus
corporation and the largest American-owned pupil transportation
operation.  The company employs more than 5,800 professionals who
work throughout the nation transporting children in over 100
school districts.

As reported by the Troubled Company Reporter on November 6, 2013,
Atlantic Express Transportation Corp., one of the largest school
bus transportation service providers in North America with leading
operations in New York, Massachusetts, California and
Pennsylvania, on Nov. 4 disclosed that the Company and its
subsidiaries have filed voluntary petitions for debt relief under
Chapter 11 of the United States Bankruptcy Code in the U.S.
Bankruptcy Court for the Southern District of New York.  During
the Chapter 11 process, the company will continue normal
operations and remain committed to providing its customers and
passengers with safe, reliable and timely student and commuter
transportation service.  Atlantic Express intends to use the
Chapter 11 process to explore the availability of additional debt
or equity financing, market its assets for sale and continue its
challenging labor negotiations for a new collective bargaining
agreement with Local 1181-1061, Amalgamated Transit Union, AFL-
CIO.


AUTOMATED BUSINESS: Reversal of Cash Collateral Order Sought
------------------------------------------------------------
Automated Business Power, Inc., through counsel, and Eyal Halevy,
through counsel, stipulate and agree that:

     -- Eyal Halevy filed a "Motion to Reconsider Final Order
        Approving the Debtor's Use of Cash Collateral and
        Providing Adequate Protection Therefor" on Jan. 21, 2014;

     -- The Debtor has sought additional time within which to
        respond to the Motion for Reconsideration; and

     -- The Parties have agreed to extend the time within which
        the Debtor may file a Response to the Motion for
        Reconsideration.

The Court ordered that the Debtor may file a response to the
Motion for Reconsideration on or before Feb. 12, 2014.

Counsel for Eyal Halevy can be reached at:

         Steven H. Greenfeld, Esq.
         COHEN BALDINGER & GREENFELD, LLC
         2600 Tower Oaks Boulevard, Suite 103
         Rockville, MD 20852

                 About Automated Business Power

Military supplier Automated Business Power, Inc., and Automated
Business Power Holding Co filed their Chapter 11 petitions (Bankr.
D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013.

Automated Business Power has been engaged in the design and
production of advanced filed deployable uninterruptible power
supplies, AC-to-DC power supplier, DC-to-DC converters,
uninterruptible power systems, Power/Voice/Data cases, speakers,
speaker/voice systems and ancillary equipment tactical
transceivers, power amplifiers, SATCOM, and other communications
equipment.

The petitions were signed by Daniel Akman as president.  The
Debtors estimated assets of at least $50 million and liabilities
of at least $10 million.

The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, in Washington, D.C.

PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle
Tancredi, Esq., at Gebhardt & Smith LLP.

The Debtor proposed to hire Dickinson Wright and Michael R.
Holzman as Special ESOP Plan Counsel.


BAYTEX ENERGY: S&P Affirms 'BB' CCR Over Aurora Oil Acquisition
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB' long-
term corporate credit rating on Calgary, Alta.-based exploration
and production (E&P) company, Baytex Energy Corp.  The outlook is
stable.

At the same time, Standard & Poor's affirmed its 'BB' issue-level
rating on Baytex's senior unsecured debt rating.  The '3' recovery
rating on the debt is unchanged, indicating S&P's expectation of
meaningful recovery (50%-70%) under its simulated default
scenario.

The affirmation follows Baytex's announcement of its C$2.6 billion
acquisition of the Australia-based E&P company, Aurora Oil & Gas
Ltd., and reflects Standard & Poor's view of the company's pro
forma reserves base, expanded upstream product mix, and S&P's
forecasted cash flow and leverage metrics for the company.
Despite the assumption of Aurora'sUS$660 million] debt outstanding
and the anticipated C$1.0 billion-C$1.2 billion portion of the
acquisition price to be funded with debt, S&P believes Baytex's
pro forma leverage metrics, with fully adjusted debt to EBITDA
trending above 3.0x during its 2014-2015 forecast period, should
remain stronger than the global median ranges for 'BB' rated
issuers.  Although the transaction will immediately increase
Baytex's total gross debt by about C$1.6 billion-C$1.8 billion,
the company's under-leveraged pre-acquisition balance sheet will
accommodate the increased leverage without materially
deteriorating the company's leverage and overall financial risk
profile.

"This acquisition strengthens Baytex's competitive position by
virtue of the company's expanded scale and product diversity, as
well as its improved operating efficiency, as Baytex's reserves
base and daily average production will increase by more than 65%
and 80%, respectively," said Standard & Poor's credit analyst
Michelle Dathorne.  "Although we believe the company's near-term
liquidity position will be strained by the acquisition, there is
ample cushion at the 'BB' rating to absorb the incremental debt,"
Ms. Dathorne added.

The stable outlook reflects S&P's view that Baytex's financial
risk profile will continue to anchor the 'BB' rating during its
2014-2015 rating forecast period, despite the near-term
deterioration in leverage and cash flow metrics following the
company's C$2.6 billion acquisition of Aurora.  Furthermore,
assuming the company's pro forma upstream product mix remains
relatively stable, Baytex's competitive position and profitability
should remain consistent with a fair business risk profile.

S&P would lower the rating if the volatility of Baytex's future
cash flows increases, such that its fully adjusted debt to EBITDA
moved into the 3.5x-4.0x range or higher, and FFO/debt fell below
15%, or if the company's liquidity position becomes less than
adequate.

As Baytex's key upstream characteristics, specifically the scale
and scope of its reserves and production, the current proved
developed component of its reserves, and RLI remain much weaker
than those of other E&P companies with a fair business risk
profile, Baytex will need to strengthen these components of its
business risk profile to warrant an upgrade to 'BB+'.  If the
company is able to bolster its proved developed reserves to 60% or
higher, and extend its RLI into the six-to-eight-year range S&P
would consider raising the rating to 'BB+'.


BENTLEY PREMIER: Hearing on Rival Plans to Begin March 28
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas, in
Sherman, on Jan. 27 approved:

     -- the First Amended Disclosure Statement in Support of the
        Joint Chapter 11 Plan of Reorganization for Bentley
        Premier Builders, proposed by Starside, LLC and the
        Phillip M. Pourchot Revocable Trust, as modified and
        submitted to the Bankruptcy Court for final approval on
        Jan. 24, 2014.  See:

        http://bankrupt.com/misc/BENTLEYPREMIERamendedds2.pdf


     -- the First Amended Disclosure Statement in Support of
        Chapter 11 Plan of Reorganization for Bentley Premier
        Builders, LLC, proposed by Sandy Golgart, as modified and
        submitted to the Bankruptcy Court for final approval on
        Jan. 24, 2014.  See:

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

The Court directed the Plan Proponents to coordinate to mail out a
single solicitation package that will include both Disclosure
Statements (with all exhibits and approved solicitation materials)
and a single ballot (with a cover letter from the Chapter 11
Trustee, if applicable).

Creditors entitled to vote on the Plans may cast their ballots by
March 7, 2014.  Votes may be sent to:

     Jason Searcy, Chapter 11 Trustee and Voting Agent
     SEARCY & SEARCY, P.C.
     PO Box 3929
     Longview, TX 75606
     Facsimile: (903) 757-9559
     E-mail: jsearcy@jrsearcylaw.com

The Court will hold a hearing a Plan confirmation beginning at
10:00 a.m. Central Time on March 28, 2014.  The hearing may be
continued as needed at 10:00 a.m. on March 31, 2014.  Objections
to confirmation of the Plan must be filed and served by Feb. 28,
2014.

No later than March 14, 2014, the Voting Agent will file with the
Court a final ballot summary, detailing the final vote tally, by
class, for each plan and attaching copies of all ballots received.

No later than Feb. 21, 2014, the Proponents may file plan
supplements listing the executory contracts and unexpired leases
to be assumed under their respective Plan and assigned to the
Reorganized Debtor, along with the applicable Cure Claim amounts
for each contract and lease to be assumed.  No later than Feb. 28,
2014, the Proponents shall file any other all exhibits, schedules
or Plan Supplements required by their respective Plan.

Golgart is represented by:

     Mark A. Castillo, Esq.
     Joshua L. Shepherd, Esq.
     CURTIS | CASTILLO PC
     Bank of America Plaza
     901 Main Street, Suite 6515
     Dallas, TX 75202
     Tel: 214-752-2222
     Fax: 214-752-0709
     E-mail: mcastillo@curtislaw.net
             jshepherd@curtislaw.net

          - and -

     John T. Palter, Esq.
     Kimberly M. J. Sims, Esq.
     PALTER STOKLEY SIMS WRIGHT PLLC
     Preston Commons - East
     8115 Preston Road, Suite 600
     Dallas, TX 75225
     E-mail: jpalter@palterlaw.com
             ksims@palterlaw.com

The Pourchot Parties are represented by:

     Mark E. Andrews, Esq.
     Aaron M. Kaufman, Esq.
     COX SMITH MATTHEWS INCORPORATED
     1201 Elm Street, Suite 3300
     Dallas, TX 75270
     E-mail: mandrews@coxsmith.com
             akaufman@coxsmith.com

          - and -

     Laura L. Worsham, Esq.
     Lynn Schleiner, Esq.
     JONES, ALLEN & FUQUAY, LLC
     8828 Greenville Avenue
     Dallas, TX 75243

As reported by The Troubled Company Reporter on Dec. 10, 2013,
Sandy Golgart, 50% equity owner and manager of the Debtor, filed a
reorganization plan that proposes to transfer cash, lots, homes
and a contract on the commercial lot, as well as proceeds from the
closing of the contract, to Starside LLC and Pourchot Trust in
full satisfaction of their claims.  Golgart managed the affairs of
the Debtor before a Chapter 11 trustee was appointed in September
2013.

The other 50% owner -- The Phillip M. Pourchot Revocable Trust --
along with unit Starside, LLC, has proposed a Chapter 11 plan that
contemplates payment of creditors in full and the completion of
ongoing construction jobs through the infusion of the necessary
capital from Starside and the Pourchot Trust.  Under the Trust's
Plan, Bentley will emerge with only one owner -- the successful
bidder at an auction to be held at or before the confirmation
hearing.  Absent a third-party, Pourchot will end up taking
control of the company as Pourchot and Starside intend to credit
bid up to the combined amount of their secured claim.  Pourchot
claims to be owed at least $26.4 million from the Debtor through
cash advances made in 2008 through 2012.  Starside, an entity
owned by Pourchot, claims to be owed $6.23 million after acquiring
the interests of Sovereign Bank on a promissory note.

The two factions differ on the valuation of the Debtor's assets
and the amount of Pourchot's claims.  Golgart's Plan says the
Debtor's properties have a fair market value in excess of $36
million and the maximum amount of the secured debt is $18 million,
thus leaving substantial equity in the Debtor's properties.
Pourchot's plan says the present value of the Debtor's real estate
assets is just $23 million to $27 million, and the secured claims
of Pourchot and Starside are at least $29.2 million -- thus equity
is out of the money, and Golgart would be wiped out.

Golgart's plan would allow Golgart to maintain control of the
Debtor.  If Pourchot's plan is approved, Pourchot will likely grab
control of the company as the plan would allow it to submit a
credit bid for the assets.

The Order approving the Disclosure Statements provide that all
offers to acquire the new equity in the Reorganized Debtor to be
issued under the Pourchot Parties'  Plan must be made in writing
and submitted to the Chapter 11 Trustee no later than 4:00 p.m.
Central time on March 21, 2014.  The Chapter 11 Trustee may, but
is not required to, establish a data room or make the Debtor's
financial documents and other relevant due diligence material
available upon request from interested parties who have executed a
confidentiality agreement on terms acceptable to the Chapter 11
Trustee.

Golgart has outstanding litigation against Phillip Pourchot, the
Pourchot Trust and Starside LLC.  Both the Debtor and Golgart sued
the Pourchot Defendants in connection with allegations that the
Pourchot Defendants acted in bad faith in seeking to foreclose on
properties for the sole purpose of forcing Golgart out or making
her ownership position worthless.  Claims against the Pourchot
Defendants include (1) Conspiracy to Interfere with Business, (2)
Tortious Interference with Existing Contracts, (3) Interfernece
with Prospective Contractual Relations, (4) Breach of Loyalty and
Good Faith, (5) Economic Duress and Breach of Duty of Good Faith
as Lender, (6) Application for Temporary Restraining Order and
Injunctive Relief, (7) Request for Appointment of Receiver, and
(8) Defamation.

The litigation originally was brought under Case #416-01973-2013;
however, that suit has been administratively closed. The
litigation is now pending by Golgart against the Pourchot
Defendants under Case #219-04162-2013. The claims include (a)
Breach of Company Agreement, (b) Tortious Interference with the
Company Agreement, (c) Shareholder Oppression, (d) Gross
Negligence and Willful Misconduct, (e) Defamation (Against
Pourchot), (f) Judicial Partition of Real Property, and (g)
Attorney Fees, seeking damages, exemplary damages, equitable
relief, court costs, and interest.

The Pourchot Defendants have counterclaimed for (x) Defamation,
and (y) Declaratory Judgment.

Golgart seeks injunctive relief, appointment of a receiver,
damages, exemplary damages, court costs, preand post-judgment
interest, and all other relief allowable in law or equity against
the Pourchot Defendants.

Confirmation of the Plan eliminates any claim against the Pourchot
Trust and Starside, LLC, but the Debtor may pursue its claims
against Pourchot.  The Debtor will dismiss its claim against
Pourchot with prejudice at the Debtor's cost and provide Pourchot
with a complete release if he, the Pourchot Trust, and Starside,
LLC vote in favor of the Plan and do not oppose confirmation of
the Plan.

Golgart said the Debtor has cash of roughly $30,000 in its DIP
account as of Jan. 27, receivables for which collection is
anticipated from homeowners in the amount of approximately
$500,000, and $543,000, subject to potential liens or claims of
Pourchot which are the subject of a motion for reconsideration as
to the use of cash collateral.

                       About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of selling high-end residential lots and
building high-quality luxury homes.  The Debtor owns and develops
lots, primarily in the two subdivisions known as Normandy Estates,
which straddles both Denton and Collin Counties, near the
intersection of Spring Creek Parkway and Midway Road in Plano, and
Wyndsor Pointe, which is located in Frisco off Stonebrook Parkway,
one-half mile west of the Dallas North Tollway.  The company has
100 vacant residential lots, with listing prices ranging from
$150,000 to $900,000.  In addition to these vacant lots, the
company owns a model house and an Amenities Center in Normandy
Estates, two houses in Wyndsor Pointe, some common areas and an
approximately 5-acre tract zoned for commercial use.

Bentley filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
13-41940) on Aug. 6, 2013 in Sherman, Texas.  The Debtor disclosed
$35,793,857 in assets and $30,428,782 in liabilities as of the
Chapter 11 filing.

The Phillip M. Pourchot Revocable Trust (led by co-trustee Phillip
M. Pourchot) and Sandy Golgart each hold a 50% member's interest
in the Debtor.  Ms. Golgart signed the bankruptcy petition.

The Debtor sought bankruptcy after Starside LLC, an entity owned
by Phillip Pourchot, acquired the note issued to Sovereign Bank
for a $7,250,000 loan, and served notice of its attempt to
foreclose upon properties securing the note.

Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche,
Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as the
Debtor's counsel.

Judge Brenda Rhoades presides over the case.

A chapter 11 trustee was appointed following motions filed by the
U.S. Trustee and the Pourchot Trust.  Jason R. Searcy, the Chapter
11 trustee, tapped to employ Joshua P. Searcy, Esq., at Searcy &
Searcy, P.C. as attorneys, and Gollob, Morgan, Peddy & Co., P.C.,
as accountants.

The deadline to file claims against and interest in the Debtor
expired Dec. 5, 2013.  Governmental entities had until Feb. 3,
2014, to file proofs of claim.


BENTLEY PREMIER: Collin Tax Assessor/Collector Balks at Plan
------------------------------------------------------------
The Collin County Tax Assessor/Collector filed an objection to the
Chapter 11 Plan of Reorganization for Bentley Premier Builders,
LLC, proposed by Sandy Golgart.

As of the Petition Date, CCTAC held statutory ad valorem tax liens
on certain real property owned by the Debtor.  CCTAC said its
statutory tax liens are currently attached to multiple parcels of
real property located within the Normandy Estates and Wyndsor
Pointe subdivisions owned by the Debtor.  The tax liens secure the
repayment of ad valorem property taxes assessed against the
property for tax years 2012 and 2013 in sum of $287,444.62.  As of
Jan. 1, 2014, additional liens attached to the Properties to
secure repayment of taxes to be assessed for tax year 2014.
5. Movant?s claim is secured pursuant to the provisions of Texas
Property Tax Code Sections 32.01 and 32.05.

CCTAC objects to the confirmation of any plan which does not
specifically provide for the retention of its statutory tax liens,
including liens recently attached for tax year 2014, until such
time as all taxes, penalties, and interest secured by such tax
lien are paid in full.  CCTAC further objects to the repayment of
outstanding tax obligations over time unless the taxes are repaid
in full with appropriate interest at the rate of 12% per annum.
It also objects to the inclusion of any language in the order
confirming the Plan which restricts its right to collect unpaid
taxes by means of foreclosure.

CCTAC is represented in the case by:

     Robert T. DeMarco, Esq.
     Michael S. Mitchell, Esq.
     DEMARCO MITCHELL, PLLC
     1255 West 15th St., 805
     Plano, TX 75075
     Tel: 972-578-1400
     Fax: 972-346-6791

                       About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of selling high-end residential lots and
building high-quality luxury homes.  The Debtor owns and develops
lots, primarily in the two subdivisions known as Normandy Estates,
which straddles both Denton and Collin Counties, near the
intersection of Spring Creek Parkway and Midway Road in Plano, and
Wyndsor Pointe, which is located in Frisco off Stonebrook Parkway,
one-half mile west of the Dallas North Tollway.  The company has
100 vacant residential lots, with listing prices ranging from
$150,000 to $900,000.  In addition to these vacant lots, the
company owns a model house and an Amenities Center in Normandy
Estates, two houses in Wyndsor Pointe, some common areas and an
approximately 5-acre tract zoned for commercial use.

Bentley filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
13-41940) on Aug. 6, 2013 in Sherman, Texas.  The Debtor disclosed
$35,793,857 in assets and $30,428,782 in liabilities as of the
Chapter 11 filing.

The Phillip M. Pourchot Revocable Trust (led by co-trustee Phillip
M. Pourchot) and Sandy Golgart each hold a 50% member's interest
in the Debtor.  Ms. Golgart signed the bankruptcy petition.

The Debtor sought bankruptcy after Starside LLC, an entity owned
by Phillip Pourchot, acquired the note issued to Sovereign Bank
for a $7,250,000 loan, and served notice of its attempt to
foreclose upon properties securing the note.

Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche,
Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as the
Debtor's counsel.

Judge Brenda Rhoades presides over the case.

A chapter 11 trustee was appointed following motions filed by the
U.S. Trustee and the Pourchot Trust.  Jason R. Searcy, the Chapter
11 trustee, tapped to employ Joshua P. Searcy, Esq., at Searcy &
Searcy, P.C. as attorneys, and Gollob, Morgan, Peddy & Co., P.C.,
as accountants.

The deadline to file claims against and interest in the Debtor
expired Dec. 5, 2013.  Governmental entities had until Feb. 3,
2014, to file proofs of claim.

Competing plans of reorganization have been filed on behalf of the
Debtor by Starside, LLC and the Phillip M. Pourchot Revocable
Trust, on the one hand; and Sandy Golgart, on the other.  The
Trust and Golgart each own 50% of the Debtor.  Golgart's plan
would allow Golgart to maintain control of the Debtor.  If
Pourchot's plan is approved, Pourchot will likely grab control of
the company as the plan would allow it to submit a credit bid for
the assets.

The two factions differ on the valuation of the Debtor's assets
and the amount of Pourchot's claims.  Golgart's Plan says the
Debtor's properties have a fair market value in excess of $36
million and the maximum amount of the secured debt is $18 million,
thus leaving substantial equity in the Debtor's properties.
Pourchot's plan says the present value of the Debtor's real estate
assets is just $23 million to $27 million, and the secured claims
of Pourchot and Starside are at least $29.2 million -- thus equity
is out of the money, and Golgart would be wiped out.

Plan votes are due March 7, 2014.  The Plan confirmation will
start March 28 and may be continued as needed on March 31.

Golgart is represented by Mark A. Castillo, Esq., and Joshua L.
Shepherd, Esq., at Curtis | Castillo PC; and John T. Palter, Esq.,
and Kimberly M. J. Sims, Esq., at Palter Stokley Sims Wright PLLC.

The Pourchot Parties are represented by Mark E. Andrews, Esq., and
Aaron M. Kaufman, Esq., at Cox Smith Matthews Incorporated; and
Laura L. Worsham, Esq., and Lynn Schleiner, Esq., at Jones, Allen
& Fuquay, LLC.


BERRY PLASTICS: Posts $6 Million Net Income in Dec. 28 Quarter
--------------------------------------------------------------
Berry Plastics Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $6 million on $1.14 billion of net sales for the
quarterly period ended Dec. 28, 2013, as compared with a net loss
of $10 million on $1.07 billion of net sales for the quarterly
period ended Dec. 29, 2012.

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

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

                         http://is.gd/jRzrWr

                        About Berry Plastics

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

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

                           *     *     *

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

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

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


BEST SAND & GRAVEL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Best Sand & Gravel, Inc.
        2390 NC Hwy 111 South
        Goldsboro, NC 27534

Case No.: 14-00818

Chapter 11 Petition Date: February 10, 2014

Court: United States Bankruptcy Court
       Eastern District of North Carolina (NEW BERN DIVISION)

Judge: Hon. Randy D. Doub

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: 252 633-2700
                  Fax: 252 633-9600
                  Email: efile@stubbsperdue.com

Total Assets: $3.69 million

Total Liabilities: $2.31 million

The petition was signed by Thomas G. Best, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb14-818.pdf


BISHOP OF STOCKTON: Provides More Info on Greeley Hiring
--------------------------------------------------------
The Roman Catholic Bishop of Stockton filed an amended application
to address the concerns of the U.S. Trustee regarding the hiring
of Greeley Asset Services, LLC, as its financial consultant.

The amended application contains additional information about the
funds maintained by the diocese in bank accounts at seven
financial institutions, which contain property of the diocese's
estate as well as property administered under various servicing
agreements or held in trust for others that isn't owned by the
estate.

The filing also contains information about the administrative
services and pooling arrangements provided by the diocese under
its service management agreements with non-debtor entities, and
the fees it receives in exchange for those services.

The diocese also disclosed that Greeley will help in the
preparation of its monthly operating reports, and will provide
support if needed for discovery.

Robert Greeley, Esq., a principal of Greeley, said in a separate
filing that his firm will comply with the U.S. Trustee's
guidelines in seeking payment for its fees and expenses.  Mr.
Greeley also said that in case the firm increases the rates for
its services, it will file a supplemental affidavit with the
bankruptcy court describing such increase, and will notify the
U.S. trustee and the unsecured creditors' committee.

                     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: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
The Roman Catholic Bishop of Stockton filed its schedules of
assets and liabilities.  The filings show assets with a value of
more than $7.2 million against debt totaling $11.85 million.

The filings also show that the diocese has $1.6 million in
secured debt.  Creditors of the diocese assert $367,290 in
unsecured priority claims and $9.88 million in unsecured
non-priority claims.

Meanwhile, liabilities for clergy sex abuse are listed as
"unknown."  The diocese's schedules of assets and liabilities can
be accessed for free at http://is.gd/6UfEY0

In a separate filing, Douglas Adel, chief financial officer of
the Stockton diocese, disclosed that the diocese's bankruptcy
case is not a "single asset real estate case."

Mr. Adel pointed that the diocese has five "different distinct"
real property holdings and "substantial business" is conducted by
the diocese on three of those properties other than the business
of operating the real property.

Two of the real properties are the Pastoral/Meeting Center and
the Bishop's Residence, which are located in Stockton,
California.  The diocese also disclosed these real property
holdings in its schedules of assets and liabilities.

                     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: Files Statement of Financial Affairs
--------------------------------------------------------
The Roman Catholic Bishop of Stockton disclosed that most of its
income during the two years prior to the Diocese's bankruptcy
filing came from services fees, diocesan appeal, gifts, bequests
and collections.

  Period                  Amount       Source
  ------                  ------     -----------
  January 15, 2014      $206,585     Diocesan appeal
                      $1,197,310     Service Fee
                         $72,185     Fee, Expense Reimbursements
                         $13,603     Interest, dividend income
                        $200,080     Diocesan ministries
                        $638,014     Gifts, bequests, collections
                        $226,764     Miscellaneous
                        $144,646     Net realized gains
                      ----------     ------------------
                      $2,699,187     Total revenues, other
                                     additions

  June 30, 2013       $2,141,754     Diocesan appeal
                      $1,720,982     Service Fee
                        $254,865     Fee, Expense Reimbursements
                        $202,743     Interest, dividend income
                        $368,130     Diocesan ministries
                      $1,720,590     Gifts, bequests, collections
                        $250,814     Miscellaneous
                        $124,207     Net realized gains
                      ----------     ------------------
                      $6,784,085     Total revenues, other
                                     additions

  June 30, 2012       $2,307,232     Diocesan appeal
                      $1,739,232     Service Fee
                        $183,463     Fee, Expense Reimbursements
                        $186,892     Interest, dividend income
                        $361,028     Diocesan ministries
                      $1,148,830     Gifts, bequests, collections
                        $196,858     Miscellaneous
                         $96,327     Net realized gains
                      ----------     ------------------
                      $6,219,862     Total revenues, other
                                     additions

Within 90 days immediately preceding the filing of its bankruptcy
case, the Stockton diocese more than $2.2 million to creditors.
A detailed list of the payments made can be accessed for free at
http://is.gd/DmaFcQ

The diocese also paid $215,525 to creditors who are or were
insiders within one year prior to its bankruptcy.

Between January 2013 and January 2014, the diocese paid $293,393
to Felderstein Fitzgerald Willoughby & Pascuzzi LLP for its legal
services.  The California-based law firm also received $260,572
held as retainer as of January 15, 2014.  The retainer does not
include $1,213 paid for filing fee.

The Stockton diocese disclosed the properties held for another
person.  The properties are listed at http://is.gd/LjMNJO

The diocese also disclosed that it is or was a party to five
lawsuits alleging discrimination or misconduct of its priests
within one year prior to its bankruptcy.

Doug Adel and Carmen Espinoza of Stockton, California, kept or
supervised the keeping of books of account and records of
the diocese within the two years before it filed for bankruptcy
protection.

   Bookkeepers/Accountants      Dates Services Rendered
   -----------------------      -----------------------
   Doug Adel                    Feb. 25, 2002 to present
   212 N San Joaquin Street
   Stockton CA 95202

   Carmen Espinoza              June 1, 2000 to present
   212 N San Joaquin Street
   Stockton CA 95202

Meanwhile, San Francisco-based Moss Adams LLP audited the books
of account and records of the diocese within two years
immediately preceding the filing of its bankruptcy case.

The diocese also disclosed all withdrawals or distributions
credited or given to an insider within one year before its
bankruptcy filing.  They are listed at http://is.gd/cMit8H

The Diocese of Stockton Priest Pension Plan, Diocese of Stockton
Priests Qualified Pension Plan, Diocese of Stockton Retirement
Plan and Diocese of Stockton 403(b) Plan are the four pension
funds maintained by the diocese within the six-year period
immediately preceding the filing of its bankruptcy case.

The diocese does not contribute to the 403(b) plan directly but
rather withholds funds from its employees' paychecks and forwards
the withheld funds to the plan.

A copy of the Stockton diocese's statement of financial affairs
is available for free at http://is.gd/jcHqeY

                     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)


BOARDWALK PIPELINE: S&P Lowers Subordinated Debt Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Houston-based Boardwalk Pipeline Partners L.P.
and its operating subsidiaries Gulf South Pipeline Co. L.P. and
Texas Gas Transmission LLC, to 'BBB-' from 'BBB'.  S&P also
lowered the issue-rating on Boardwalk Pipelines L.P.'s
structurally subordinated debt to 'BB+' from 'BBB-'.  In addition,
S&P lowered the issue-level ratings on Gulf South Pipeline and
Texas Gas Transmission to 'BBB-' from 'BBB'.  The outlook is
negative.  As of Dec. 31, 2013, Boardwalk had total balance-sheet
debt of about $3.4 billion.

The rating action reflects S&P's view of EBITDA pressure in
Boardwalk's transportation and storage businesses, resulting in a
notable increase in debt leverage.  The oversupply of shale gas
and slow ramp-up of end-user demand have caused basis
differentials (the difference between natural gas prices in
different regions) to be weak, which continues to pressure
contractual rates for transportation, storage and park-and-loan
services on key points of Boardwalk's pipeline system.  In short,
many customers are less dependent on Boardwalk's assets to service
their needs and are only willing to pay discounted rates to use
them.

"We believe that these negative underlying trends more than offset
the benefits of Boardwalk's decision to drastically cut its
distribution rate to 40 cents per unit from $2.13 per unit," said
Standard & Poor's credit analyst Michael Llanos.

In S&P's opinion, while Boardwalk's decision will undoubtedly
impair its ability to access the equity markets, it preserves
liquidity and removes the need for the partnership to access the
capital markets to fund future organic growth.  Absent the
distribution cut and continued support from parent Loews Corp.,
the ratings could have been pressured further.

The negative rating outlook reflects S&P's expectation that
Boardwalk's adjusted debt/EBITDA will be 5.3x and 5.4x in 2014 and
2015 respectively, and that there is limited headroom based on
S&P's target for a downgrade of 5.5x adjusted leverage.

S&P could lower the ratings if cash flow from Boardwalk's core
transportation and storage business worsens such that total debt
to EBITDA is above 5.5x or if the partnership is unable to de-
lever to below 5x by 2016.

Although not expected in the near term, S&P could raise the rating
if transportation and storage rates and park and loan
opportunities improve or if the partnership embraces a
significantly more conservative financial risk profile such that
S&P believes debt to EBITDA will be sustained at about 4x.


BUFFET PARTNERS: Seeks to Use Cash Collateral
---------------------------------------------
Buffet Partners, L.P, which has sought Chapter 11 protection to
restructure its balance sheet, seeks approval from the bankruptcy
court to use its prepetition lenders' cash collateral.

The Debtors say they have an agreement to use cash on an interim
basis.

The Debtors' liabilities consist primarily of $39 million in
senior, secured debts of Chatham Capital Partners and its
affiliated funds, as well as approximately $4 million in trade
payables to miscellaneous vendors, suppliers and other parties,
and undetermined liabilities to landlords of closed store
locations.  All of the assets, including cash, of the Furr's Fresh
Buffet restaurant chain are pledged to Chatham on a senior,
secured basis.

As adequate protection for the diminution in value of cash
collateral and collateral, the Debtors will (i) maintain the value
of their business as a going concern, and (ii) provide replacement
liens upon now owned and after-acquired cash and non-cash property
to the extent of any diminution in value of cash collateral and
other collateral.

                      About Buffet Partners

Buffet Partners, L.P, owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net-- operates straight-line and
scatter-bar buffet units that feature a wide variety of all-you-
can-eat and home-cooked foods served at an affordable price.
Buffet Partners was formed to purchase Furr's in September 2003.

Furr's serviced almost 11 million guests in 2013, with an
unadjusted EBITDA for 2013 of $2.7 million. In 2012 the Company's
EBITDA approximated $5.8 million and guest count approximated 12.8
million.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

The company said it has sought bankruptcy protection as ongoing
liabilities were deemed unsustainable with the current diminished
cash flow and lack of vendor credit.  Buffet Partners believes
that the core, operating business is sustainable and will be
successful over the long term, so long as it has the ability to
restructure its balance sheet and de-lever the Company.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners estimated assets and debt of $10 million to
$50 million.

                         First Bankruptcy

The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years.  In 1980, it was acquired by Kmart Corporation.  Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986.  Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas (In re Cafeteria Operators, L.P., Case
No. 03-30179-HDH-11, BANKR. N.D. Tex).


BUFFET PARTNERS: Proposes to Pay 75% of Critical Vendors' Claims
----------------------------------------------------------------
Buffet Partners, L.P, seeks approval from the bankruptcy court to
establish procedures for payment of prepetition claims of critical
vendors and PACA vendors if and when such payments become
necessary.

In their day-to-day operations, the Debtors heavily rely on many
suppliers and service providers.  Like many cafeteria and buffet
restaurants in the heavily competitive food service industry, the
Debtors rely on vendors to provide them with goods, including
"Perishable Agricultural Commodities" (as defined by the
Perishable Agriculture Commodities Act ("PACA")), and services.

The Debtors believe that the goods and services supplied by
certain of their vendors are critical to their operations in that
their business, or some arm of their business, could not continue
to operate without access to such goods, including Perishable
Agricultural Commodities, and services.

Under the proposed procedures, the Debtors will pay up to 75% of a
critical vendor claim (with the balance agreed to be treated as an
unsecured claim) or up to 100% of any (with treatment of any
balance to be negotiated) PACA vendor claim.

As a prerequisite to payment of any critical vendor claim or PACA
vendor claim, the Debtors intend to require critical vendors and
PACA vendors to agree to transact with the debtors postpetition on
customary trade terms.

                      About Buffet Partners

Buffet Partners, L.P, owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net-- operates straight-line and
scatter-bar buffet units that feature a wide variety of all-you-
can-eat and home-cooked foods served at an affordable price.
Buffet Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners estimated assets and debt of $10 million to
$50 million.


BUFFET PARTNERS: Rejecting Leases for 8 Closed Stores
-----------------------------------------------------
Buffet Partners, L.P, and Buffet G.P., Inc., ask for approval from
the bankruptcy court to reject eight non-residential real property
leases and four related equipment leases, nunc pro tunc to the
Petition Date:

The Non-Residential Real Property Leases are:

        Lessor                       Property Location
        ------                       -----------------
1750 Redondo, LLC               1606 South Georgetown, Wichita,
                                Kansas 67218

Erland L. Stenberg and
Mary Ann Stenberg               4900 Kipling, Wheat Ridge,
                                Colorado 80033

National Retail Properties, LP  2340 E Griggs Ave., Las Cruces,
                                New Mexico 88001

National Retail Properties, LP  51 South Pantano Road, Tucson,
                                Arizona, 85710

Rohde-Herzog Family Trust       937 N Expy Brownsville, Texas
                                78521

Sparky-Sanders, LLC             2503 South Gregg, Big Spring,
                                Texas 79720

HOULOUNNN, LLC                  21005 Interstate 45, Spring, Texas
                                77373

SAMP 2 L.L.C.                   7863 S Interstate 35, San Antonio,
                                Texas 78224

The Equipment Leases are:

        Lessor                       Property Location
        ------                       -----------------
Olympic Compactor Rentals Inc.  21005 Interstate 45, Spring, Texas
                                77373

Maxus Capital Group, LLC        7863 S Interstate 35, San Antonio,
                                Texas 78224

All States Compactors, Inc.     7863 S Interstate 35, San Antonio,
                                Texas 78224

Olympic Inc.                    8410 Hwy. 151, San Antonio, Texas
                                78245

The Debtors explained that certain store locations subject to the
real property leases were not profitable.  In some instances, rent
and lease terms were too onerous and could not be renegotiated to
an amount those locations could sustain.  In other cases, direct
competition or macro-economic circumstances that impacted the
Debtors' customer base caused certain locations to become
unprofitable.  As operations have ceased, the Debtors said it is
appropriate to reject the real property leases and the related
equipment leases.

                      About Buffet Partners

Buffet Partners, L.P, owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net-- operates straight-line and
scatter-bar buffet units that feature a wide variety of all-you-
can-eat and home-cooked foods served at an affordable price.
Buffet Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners estimated assets and debt of $10 million to
$50 million.


C & K MARKET: Panel Has OK to Hire Protiviti as Financial Advisor
-----------------------------------------------------------------
The Hon. Frank R. Alley of the U.S. Bankruptcy Court for the
District of Oregon has authorized the Unsecured Creditors
Committee to employ Protiviti, Inc., as financial consultant for
the Committee in the bankruptcy case of C&K Market Inc.

As reported by the Troubled Company Reporter on Jan. 9, 2014, the
firm will, among other things, review and analyze: (i) the
Debtor's weekly financial and cash flow performance as compared to
its budget; (ii) historical operating results and recent
performance and comparison to Debtor's long-term projections; and
(iii) the Debtor's business segment and location-by-location
analyses of profitability to determine profitable and unprofitable
locations or business segments.

                         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.


C & K MARKET: Hires Big Rock as Real Estate Broker
--------------------------------------------------
C & K Market, Inc. seeks authorization from the U.S. Bankruptcy
Court for the District of Oregon to employ Big Rock, Inc., dba
Century 21 Agate Realty, as real estate broker to assist the
Debtor in selling its real property located at:

   (a) 922 Chetco Ave., Brookings OR 97415;
   (b) 924 and 926 Chetco Ave., Brookings, OR 97415; and
   (c) 625 Fifth St., Brookings, OR 97415

With respect to each Property, the Debtor seeks to compensate Big
Rock at a commission rate of 5% of the gross sale price of the
Property, with the commission to be paid directly out of the
proceeds from the sale of the Property without the need for a fee
application.

Skip Watwood, broker of Big Rock, assured the Bankruptcy 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 Debtor and its estates.

Big Rock can be reached at:

       Skip Watwood
       BIG ROCK, INC.
       615 Fifth Street
       Brookings, OR 97415
       Tel: (541) 469-2143
       Fax: (541) 469-3113

                         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 Debtor is 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 Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case 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.

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, 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 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.


C & K MARKET: Taps Hilco as Real Estate Consultant
--------------------------------------------------
C & K Market, Inc. seeks permission from the U.S. Bankruptcy Court
for the District of Oregon to employ Hilco Real Estate, LLC as
real estate consultant.

The Debtor requires Hilco to:

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

   (b) mutually agree with the Debtor to a strategic plan with
       respect to the Leases and the Properties (the "Strategic
       Plan");

   (c) on the Debtor's behalf, and its direction, negotiate with
       third parties and landlords with respect to the Leases and
       the Properties, in accordance with the Strategic Plan;

   (d) provide written reports periodically to the Company
       regarding the status of such negotiations;

   (e) assist the Debtor in negotiating and closing any pertinent
       Lease restructuring, assignment, subleasing or termination
       agreements and Property purchase and sale agreements; and

   (f) provide short-form written statements to Hilco's
       estimated market value, if any, of the Leases for the
       locations closed or slated to be closed, with
       recommendations to hold or reject each Lease.  Such
       statements will be provided at no charge to the Debtor.

The Debtor has agreed to pay Hilco these fees:

    -- for each lease that becomes an assigned/sublet/terminated
       lease, excluding any lease that is terminated by Debtor's
       election to unilaterally reject such lease, Hilco
       shall earn a fee equal to all cash and non-cash
       consideration multiplied by 10%;

    -- Debtor will pay Hilco a Restructured Lease Savings Fee
       equal to the aggregate Restructured Lease Savings
       multiplied by 4%, plus an additional fee of $2,000 for each
       non-economic material modification to such Restructured
       Lease; and

    -- Hilco shall be compensated at a rate of $500 per hour
       for executive management appearances and $300 per hour for
       non-executive management appearances in Bankruptcy Court
       should such an appearance be required or requested by
       Debtor.  Travel time will be billed at 50% of the
       applicable hourly rate.

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

Ian S. Fredericks, vice president and assistant general counsel of
Hilco, 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.

Hilco can be reached at:

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

                         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 Debtor is 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 Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case 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.

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, 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 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.


C & K MARKET: Wants to Hire Menlo Management as Leasing Agent
-------------------------------------------------------------
C & K Market, Inc. seeks permission from the U.S. Bankruptcy Court
for the District of Oregon to employ Menlo Management Company as
leasing agent.

The Debtor requires Menlo Management to:

   (a) take all reasonable steps to collect and enforce the
       collection of, all rentals and other charges due Debtor
       from tenants of the property in accordance with the terms
       of its tenancy;

   (b) from gross revenues collected from the property:

       -- pay all operating expenses and such other expenses
          as may be authorized by the Debtor;

       -- pay to any lenders designated by the Debtor all sums,
          which may become due on loans affecting the property.

   (c) pay real property taxes and other taxes levied and
       assessed against the property.

   (d) do everything reasonably necessary for the proper
       management of the property, including periodic inspections,
       the supervision of maintenance and arranging for such
       improvements, alterations and repairs as may be required by
       the Debtor.  No improvements, alterations or repair work
       costing more than $1,000 shall be made by Menlo Management
       without Debtor's prior authorization.  However, in case of
       an emergency, which requires immediate repairs or
       alterations, if Debtor is not readily available for
       consultation, Menlo Management shall use its own discretion
       regarding same;

   (e) to negotiate and sign leases and month-to-month tenancies
       with existing and prospective tenants.  Lease terms for all
       tenants to be approved by the Debtor;

   (f) hire, supervise and terminate on behalf of the Debtor all
       independent contractors and employees, handle payroll and
       withholding tax, if any, reasonably required in the
       operation of said property;

   (g) handle all tenant requests and negotiations in that regard
       that may arise from time to time;

   (h) inasmuch as Menlo Management is not authorized to practice
       law, where legal assistance is needed for such matters as
       enforcing and collection of rent or eviction of a tenant,
       such action shall be through counsel designated or approved
       by the Debtor.  The expenses for such counsel shall be
       borne by Debtor;

   (i) maintain accurate records of all monies received and
       disbursed in connection with its management of the property
       and said records shall be open for inspection by Debtor at
       all reasonable times.  Menlo Management shall also render
       to Debtor a monthly statement showing all receipts and
       disbursements; and

   (j) after deducting all authorized expenses and reserves
       relating to the operation and management of the property,
       the net amount of all funds collected for Debtor's account
       shall be paid no less frequently than once a month.

The Debtor will pay Menlo Management a property management
services fee of $36,000 per year, to be paid monthly.

Menlo Management will also receive leasing and renting
commissions, the greater of either (a) 5% of the gross rental
revenues generated during the first five years of the lease plus
2.5% of the gross rental revenues generated by subsequent years
under the lease, or (b) $4 per square foot of leased space.

Half rates for lease renewals, lease extensions/renewal options
exercised and leases of fewer than three years in length.

For month-to-month renting agreements, Menlo Management will
receive the first month's rent for each twelve months period of
such tenancy.

Robert Gould, president of Menlo Management, 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.

Menlo Management can be reached at:

       Robert Gould
       MENLO MANAGEMENT COMPANY
       750 Menlo Avenue, Suite#250
       Menlo Park, CA 94025
       Tel: +1 650-327-7137

                         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 Debtor is 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 Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case 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.

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, 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 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.


C & K MARKET: Hires Pacific Partners as Real Estate Broker
----------------------------------------------------------
C & K Market, Inc. asks for authorization from the U.S. Bankruptcy
Court for the District of Oregon to employ Pacific Partners
Commercial Real Estate Inc., dba Coldwell Banker Commercial
Pacific Partners, as real estate broker to assist in selling the
real property located at:

     (a) 301 N. Fred D. Haight Dr., Smith River, CA 95567;
     (b) 291 N. Fred D. Haight Dr., Smith River, CA 95567;
     (c) 3460 Broadway, Eureka, CA 95503;
     (d) 15930 Dam Rd., Clearlake, CA 95422;
     (e) 118-168 Morgan Way, Mt. Shasta, CA 96067; and
     (f) 43622 Hwy. 299 E, Fall River Mills, CA 96028

The Debtor will compensate Pacific Partners at a commission rate
of 5% of the gross sale price of such Property, with such
commission to be paid directly out of the proceeds from the sale
of the Property without the need for a fee application.

Scott Pesch, owner of Pacific Partners, 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.

Pacific Partners can be reached at:

       Scott Pesch
       PACIFIC PARTNERS COMMERCIAL REAL ESTATE INC.
       1036 5th Street, Suite A
       Eureka, CA 95501
       Tel: 707-442-2222

                         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 Debtor is 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 Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case 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.

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, 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 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.


C & K MARKET: Taps Pulver & Leever as Real Estate Broker
--------------------------------------------------------
C & K Market, Inc. asks permission from the U.S. Bankruptcy Court
for the District of Oregon to employ Pulver & Leever Real Estate
Company as real estate broker to assist in selling the real
property located at:

     (a) 11100 Highway 92, Eagle Point, OR 97524;
     (b) 3400 Merlin Rd., Merlin, OR 97526; and
     (c) 97900 Shopping Center Ave., Harbor, OR 97415

The Debtor seeks to compensate Broker at a commission rate of 5%
of the gross sale price of such Property, with such commission to
be paid directly out of the proceeds from the sale of the Property
without the need for a fee application.

Jared Pulver, principal broker of Pulver & Leever, 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.

Pulver & Leever can be reached at:

       Jared Pulver
       PULVER & LEEVER REAL ESTATE COMPANY
       1060 Crater Lake Ave.
       Medford, OR 97504
       Tel: (541) 773-5391
       E-mail: jaredpulver@pulverandleever.com

                         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 Debtor is 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 Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case 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.

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, 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 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.


CAESARS ENTERTAINMENT: Taps Lazard as Restructuring Adviser
-----------------------------------------------------------
Emily Glazer, writing for The Wall Street Journal, reported that
Caesars Entertainment Corp. recently tapped restructuring advisers
as it contends with a hefty debt load, declining revenues and low
liquidity, people familiar with the matter said.

According to the report, Caesars, with more than $20 billion in
debt, has a complicated capital structure, and investment bank
Lazard Ltd.'s role is to work on financial restructuring
opportunities, one of these people said, adding that bankruptcy
isn't imminent.

Las Vegas-based Caesars, which operates casinos across the U.S.
with hubs in Las Vegas and Atlantic City, N.J., was taken private
by Apollo Global Management and TPG Capital in a 2008 leveraged
buyout, the report related.  It has struggled to recover fully
from the recession and hasn't posted a profit since late 2009.

The company's failure to acquire a gambling license in Macau has
also hobbled its ability to compete in that fast-growing market,
the report further related.

Analysts have long said that Caesars's debt load is unsustainable
despite continuing efforts from the company to push off a
reckoning, the report added.  Some of its debt is contained in an
operating company, while mortgage loans are in a separate
subsidiary.

                  About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $26.09 billion in total assets, $27.59 billion in
total liabilities and a $1.49 billion total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


CALVARY CHAPEL: Case Summary & 12 Unsecured Creditors
-----------------------------------------------------
Debtor: Calvary Chapel of Prescott
        2313 E State RT 69
        Prescott, AZ 86301

Case No.: 14-01584

Chapter 11 Petition Date: February 10, 2014

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

Judge: Hon. Daniel P. Collins

Debtor's Counsel: Harold E. Campbell, Esq.
                  CAMPBELL & COOMBS, P.C.
                  1811 S. Alma School RD. Ste. 225
                  Mesa, AZ 85210
                  Tel: 480-839-4828
                  Fax: 480-897-1461
                  Email: heciii@haroldcampbell.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rajesh Ahuja, president.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb14-1584.pdf


CASH STORE: Incurs C$7.5 Million Loss in First Quarter
------------------------------------------------------
The Cash Store Financial Services Inc. filed with the U.S.
Securities and Exchange Commission its interim consolidated
financial statements disclosing a net loss and comprehensive loss
of C$7.47 million on C$45.24 million of revenue for the three
months ended Dec. 31, 2013, as compared with a net loss and
comprehensive loss of C$1.70 million on C$49.50 million of revenue
for the same period a year ago.

As of Dec. 31, 2013, the Company had C$176.25 million in total
assets, C$184.98 million in total liabilities and a C$8.72 million
shareholders' deficit.

"The first quarter marked the kick off of our strategic and
tactical plan," said Gordon Reykdal, CEO.  "For the remainder of
the fiscal year we remain focused on improving our overall
financial results through revenue growth and corporate expense
reductions.  The success of these initiatives, combined with our
recent improvements in branch operating margins, will be
instrumental in the Company's return to profitable growth."

"We are also focused on ensuring the Company's compliance with new
regulatory requirements in Ontario which, effective February 15,
2014, will require that the Company have licenses pursuant to the
Payday Loans Act.  These licenses will again enable the Company to
offer payday loans in Ontario."

A copy of the Form 6-K Report is available for free at:

                         http://is.gd/KRaljH

                      About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

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

                          *     *     *

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

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

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


CATASYS INC: Crede Buys $900,000 Common Shares
----------------------------------------------
Catasys, Inc., entered into Securities Purchase Agreements with
several investors, including Crede CG III, Ltd., an affiliate of
Terren S. Peizer, chairman and chief executive officer of the
Company, relating to the sale and issuance of an aggregate of
1,724,141 shares of the Company's common stock, par value $0.0001
per share and warrants to purchase an aggregate of 1,724,141
shares of Common Stock, at an exercise price of $0.58 per share,
for an aggregate gross proceed to the Company of approximately $1
million.

Among other things, the Agreements provide that in the event that
the Company effectuates a reverse stock split of its Common Stock
within 24 months of the closing date of the Offering and the
volume weighted average price of the Common Stock during the 20
trading days following the effective date of the Reverse Split
declines from the closing price on the trading date immediately
prior to the effective date of the Reverse Split, that the Company
issue additional shares of Common Stock.  The number of Adjustment
Shares will be calculated as the lesser of (a) 20 percent of the
number of shares of Common Stock originally purchased by that
Investor and still held by the Investor as of the last day of the
VWAP Period, and (b) the number of shares originally purchased by
that Investor and still held by that Investor as of the last day
of the VWAP Period multiplied by the percentage decline in the
VWAP during the VWAP Period.  All prices and number of shares of
Common Stock will be adjusted for the Reverse Split and any other
stock splits or stock dividends.

The Warrants are exercisable immediately and expire on the fifth
anniversary of the date of issuance.  The Warrants are
exercisable, at the option of each holder, in whole or in part by
delivering to the Company a duly executed exercise notice
accompanied by payment in full for the number of shares of Common
Stock purchased upon that exercise.  The exercise price and the
number of shares of Common Stock purchasable upon the exercise of
each Warrant are subject to adjustment in the event of stock
dividends, distributions, and splits.  The exercise price of the
Warrants will be adjusted downwards in the event that Common Stock
or Common Stock Equivalents are issued by the Company at a price
below the exercise price of the Warrants, with certain exceptions.
In the event that Adjustment Shares are issued, the number of
shares that may be purchased under the Warrants will be increased
by an amount equal to the Adjustment Shares.  In addition, the
exercise price is subject to adjustment in the event that the VWAP
during the VWAP Period is less than the exercise price prior to
the VWAP Period.

In the aggregate, Crede invested approximately $0.9 million in the
Offering.  After giving effect to the Offering, Mr. Peizer
beneficially owns approximately 79.5 percent of the Common Stock
of the Company, including shares underlying options and warrants
(or approximately 67.3 percent on a fully diluted basis).

                          About Catasys Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

Catasys disclosed a net loss of $11.64 million on $541,000 of
total revenues for the 12 months ended Dec. 31, 2012, as compared
with a net loss of $8.12 million on $267,000 of total revenues in
2011.

The Company's balance sheet at Sept. 30, 2013, showed $2.08
million in total assets, $18.68 million in total liabilities and a
$16.59 million total stockholders' deficit.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the year ended Dec. 31,
2012, which raise substantial doubt about the Company's ability to
continue as a going concern.


CBS I: Court Enters Final Decree Closing Reorganization Case
------------------------------------------------------------
The Hon. Mike Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada has entered a final decree closing the Chapter
11 case of CBS I, LLC.

The Debtor, in its motion, stated that all pending contested
matters and adversary proceeding have been concluded.

As reported in the Troubled Company Reporter on Dec. 5, 2013, the
Court entered on Nov. 21, 2013, an order confirming the Debtor's
Fourth Amended Plan of Reorganization filed Nov. 6, 2013.

A copy of the plan confirmation order is available at:

     http://bankrupt.com/misc/cbsi.doc302.pdf

The Debtor filed with the Bankruptcy Court on Nov. 6, 2013, a
fourth amended disclosure statement describing its Chapter 11 Plan
of Reorganization, a copy of which is available at:

     http://bankrupt.com/misc/CBS_I_4ds.pdf

The Fourth Amended Disclosure Statement defined an additional
term, "grace period."  It refers to the period of time from the
payment due date that the Debtor may make a payment without
triggering any applicable default or cure provisions.  The Debtor
has a grace period of five days, or through the 15th day of each
month, to make monthly payments to its U.S. Bank Secured Loan.

Under the Plan, holders of other general unsecured claims will
receive payment of 100 percent of their claims to be paid in six
months after entry of the confirmation order with simple interest
at a rate of 3 percent.

                          About CBS I, LLC

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Company is a limited liability
company whose sole asset consists of 71,546 square feet of gross
rentable building area on a site containing 206,474 net square
feet or 4.74 acres, located at 10100 West Charleston Boulevard, in
Las Vegas, Nevada.  The Debtor is owned by Jeff Susa (25 percent),
Breslin Family Trust (25 percent), M&J Corrigan Family Trust (25
percent) and S&L Corrigan Family Trust (25 percent).

The Debtor scheduled assets of $19,356,448 and liabilities of
$19,422,805.  Judge Mike K. Nakagawa presides over the case.  Jeff
Susa signed the petition as manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.

Larson & Zirzow LLC has replaced Marquis Aurbach Coffing as the
Debtor's general bankruptcy counsel after one of its lawyers
involved in the case, Zachariah Larson, Esq. --
zlarson@lzlawnv.com -- moved to form his own law firm.  Dimitri P.
Dalacas, Esq., at Flangas McMillan Law Group, in Las Vegas,
represents the Debtor as special counsel.


CELL THERAPEUTICS: Appoints Karen Ignagni to Board of Directors
---------------------------------------------------------------
Karen Ignagni has been appointed a director of Cell Therapeutics,
Inc., effective Jan. 31, 2014.  Ms. Ignagni will serve as a Class
II Director for a term ending at the Company's 2014 annual meeting
of shareholders.  At the meeting, the Company will seek approval
from its shareholders to reelect Ms. Ignagni to the Board.  As of
Feb. 3, 2014, Ms. Ignagni had not yet been appointed to a
committee of the Board.  Ms. Ignagni has no material interest in
any transactions with the Company.

Ms. Ignagni will be entitled to receive the same compensation for
service as a director as is provided to other directors under the
Company's Director Compensation Policy, effective as of June 27,
2012.  Under the Policy, Ms. Ignagni will receive an annual base
retainer of $40,000, which will be pro-rated for fiscal year 2014,
and will be eligible to receive chair retainers (if applicable)
and meeting fees as provided in the Policy.  Effective upon Ms.
Ignagni's appointment, she was granted an award of fully vested
shares of the Company's common stock equal to $100,000 divided by
the closing price of a share of the Company's common stock on the
effective date of the grant of the award, resulting in 31,348
shares rounded to the nearest whole share.

Ms. Ignagni currently serves as president and chief executive
Officer of America's Health Insurance Plans (AHIP), which is the
trade association representing U.S. health plans, serving members
that provide healthcare, long-term care, dental and disability
benefits to more than 200 million Americans.

"We are delighted to welcome Karen Ignagni to the Board of CTI,"
said James A. Bianco, M.D., president and CEO of CTI.  "Karen's
leadership, deep insight and extensive health policy experience
will be invaluable to CTI as we continue to evolve as a
development and commercial biopharmaceutical company."

Since joining the organization in 1993, Ms. Ignagni has won many
accolades for her leadership.  AHIP was formed in late 2003 as a
result of a merger of the American Association of Health Plans
(AAHP) and Health Insurance Association of America (HIAA).
Previously, she directed the AFL-CIO's Department of Employee
Benefits.  In the 1980's, she was a professional staff member on
the U.S. Senate Labor and Human Resources Committee, preceded by
work at the U.S. Department of Health and Human Services.  Ms.
Ignagni has authored more than 90 articles on a wide range of
health care policy issues, and appears regularly before
congressional committees and on national newscasts.  She has
served on numerous boards and advisory groups, including presently
the Board of the National Quality Forum, the National Advisory
Committee for Altarum Institute's Center for Sustainable Health
Spending and the Healthcare Financial Management Association's
Leadership Council.

"I am pleased to join CTI's board of directors at this important
point when the company has exciting late-stage clinical
development programs underway and a clear vision to improve the
effectiveness and lessen the burden of patients' cancer
treatment," said Ms. Ignagni.  "I look forward to working with
management and the board and contributing to the future direction
of the company."

                      About Cell Therapeutics

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

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

                           Going Concern

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

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

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

                         Bankruptcy Warning

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


CENTURYLINK INC: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
CenturyLink, Inc. and its subsidiaries at 'BB+'. The issue ratings
of CenturyLink's $7.8 billion of outstanding senior unsecured
notes and the rating of its revolving credit facility have been
affirmed at 'BB+'. The outstanding $10.1 billion aggregate amount
of senior unsecured debt of Qwest Corporation (QC) and Embarq
Corporation (Embarq) have been affirmed at 'BBB-'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The following factors support CenturyLink's ratings:

-- Fitch's ratings are based on the expectation that CenturyLink
    will demonstrate steady improvement in its revenue profile
    over the next couple of years;

-- Consolidated free cash flows (FCFs) have strengthened with a
    reduction in the dividend, and liquidity is expected to remain
    relatively strong;

The following factors are embedded in CenturyLink's ratings:

-- CenturyLink's financial policy, which incorporates the
    maintenance of net leverage of up to 3.0x;

-- The decline of CenturyLink's traditional voice revenues,
    primarily in the consumer sector, from wireless substitution
    and moderate levels of cable telephony substitution. Although
    such revenues are declining in the revenue mix and are being
    replaced by broadband and business services revenues, these
    latter sources have lower margins.

Fitch estimates CenturyLink's consolidated revenues continued to
show lower rates of decline in 2013 and expects the decline to
further moderate to less than 1% in 2014. Revenues are slow in
returning to stability due to lower rates of growth than
previously expected in certain strategic areas, including high-
speed data, advanced business services, as well as in managed
hosting and cloud computing services offered by Century Technology
Solutions. Fitch continues to expect revenue growth from these
services to contribute to longer-term revenue stability.

In February 2013, CenturyLink initiated a two-year, $2 billion
common stock repurchase program, accompanied by a dividend
reduction. The repurchase program is expected to be primarily
funded from FCF. At the current pace of repurchases, Fitch expects
the program to be completed by mid-2014. The 25% reduction in 2013
in the common dividend improves annual FCF by approximately $450
million, but on a net basis, cash returned to shareholders has
increased.

On a gross debt basis, CenturyLink's leverage for the last 12
months ending Sept. 30, 2013 was approximately 2.75x, consistent
with the 2.7x to 2.8x range Fitch expects over the next several
years. Fitch expects some modest debt reduction to stay within
these metrics, as there will be some pressure on EBITDA given
newer revenue sources have lower margins than legacy voice
services.

CenturyLink's total debt was $20.6 billion at Sept. 30, 2013.
Financial flexibility is provided through a $2 billion revolving
credit facility, which matures in April 2017. As of Sept. 30,
2013, approximately $1.8 billion was available on the facility.
CenturyLink also has a $160 million uncommitted revolving letter
of credit facility.

In 2014, Fitch expects CenturyLink's FCF (defined as cash flow
from operations less capital spending and dividends) to range from
$1.1 billion to $1.3 billion, similar to Fitch's estimate for
2013. Expected FCF levels reflect capital spending within the
company's guidance of approximately $3 billion for 2013, and Fitch
expects spending in 2014 at the same level. Within the capital
budget, areas of focus for investment primarily include continued
spending on data center/hosting, broadband expansion and
enhancement, as well as spending on IPTV, the company's facilities
based video program.

Fitch believes CenturyLink has the financial flexibility to manage
upcoming maturities due to its FCF and credit facilities. In 2014
and 2015, maturities are approximately $0.7 billion and $0.5
billion, respectively.

The principal financial covenants in the $2 billion revolving
credit facility limit CenturyLink's debt to EBITDA for the past
four quarters to no more than 4.0x and EBITDA to interest plus
preferred dividends (with the terms as defined in the agreement)
to no less than 1.5x. Qwest Corporation (QC) has a maintenance
covenant of 2.85x and an incurrence covenant of 2.35x. The
facility is guaranteed by Embarq, Qwest Communications
International Inc., Qwest Services Corporation (QSC) and Savvis
Inc. (d/b/a CenturyLink Technology Solutions) and its principal
subsidiary.

Going forward, Fitch expects CenturyLink and QC will be
CenturyLink's only issuing entities. CenturyLink has a universal
shelf registration available for the issuance of debt and equity
securities.

Rating Sensitivities

Fitch does not expect a positive rating action over the next
several years based on its assessment of the competitive risks
faced by CenturyLink and expectations for leverage.

A negative rating action could occur if:

-- Consolidated leverage through, but not limited to, operational
    performance, acquisitions, or debt-funded stock repurchases,
    is expected to be 3.5x or higher; and

-- For QC or Embarq, which are notched up from CTL, leverage
    trends toward 2.5x or higher (based on external debt).

Fitch has taken the following rating actions. The Rating Outlook
is Stable.

CenturyLink

-- Long-term IDR affirmed at 'BB+';
-- Senior unsecured $2 billion revolving credit facility affirmed
    at 'BB+';
-- Senior unsecured debt affirmed at 'BB+'.

Embarq Corp.

-- IDR affirmed at 'BB+';
-- Senior unsecured notes affirmed at 'BBB-'.

Carolina Telephone & Telegraph (CT&T)

-- IDR affirmed at 'BB+' and withdrawn as there is no longer
    outstanding long-term debt.

Embarq Florida, Inc. (EFL)

-- IDR affirmed at 'BB+';
-- First mortgage bonds affirmed at 'BBB-'.

Qwest Communications International, Inc. (QCII)

-- IDR affirmed at 'BB+';
-- Senior unsecured notes rating of 'BB+' withdrawn as there is
    no longer outstanding long-term debt.

Qwest Corporation (QC)

-- IDR affirmed at 'BB+';
-- Senior unsecured notes affirmed at 'BBB-'.

Qwest Services Corporation (QSC)

-- IDR affirmed at 'BB+'.

Qwest Capital Funding (QCF)

-- IDR affirmed at 'BB+';
-- Senior unsecured notes affirmed at 'BB+'.


CEREPLAST INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Cereplast, Inc.
        2213 Killion Avenue
        Seymour, IN 47274

Case No.: 14-90200

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

Chapter 11 Petition Date: February 10, 2014

Court: United States Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Hon. Basil H. Lorch III

Debtor's Counsel: Tamara Marie Leetham, Esq.
                  AUSTIN LEGAL GROUP
                  3990 Old Town Ave. #A112
                  San Diego, CA 92110
                  Tel: 619-924-9600
                  Fax: 619-881-0045
                  Email: tamara@austinlegalgroup.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Frederic Scheer, chief executive
officer.

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


CHARLESTON VEGAS: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Charleston Vegas No. 1 LLC, a Nevada LLC
        7184 Estrella De Mar
        Carlsbad, CA 92009

Case No.: 14-00954

Chapter 11 Petition Date: February 10, 2014

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

Judge: Hon. Christopher B. Latham

Debtor's Counsel: Dennis McGoldrick, Esq.
                  LAW OFFICE OF DENNIS MCGOLDRICK
                  350 S. Crenshaw Blvd., #A207B
                  Torrance, CA 90503
                  Tel: (310) 328-1001
                  Email: dmcgoldricklaw@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bert Henick, managing member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/casb14-954.pdf


COLOSSUS MINERALS: Creditors' Meeting Scheduled for Feb. 25
-----------------------------------------------------------
Colossus Minerals Inc. on Feb. 10 disclosed that in connection
with its previously announced restructuring proceedings under the
Bankruptcy and Insolvency Act (Canada) the Company filed a
proposal to its creditors on February 7, 2014.  A meeting of
creditors to consider the Proposal has been convened for
February 25, 2014 at 2:00 p.m. (Toronto time) at the offices of
the Company's legal counsel, Fasken Martineau DuMoulin LLP, 333
Bay St., Suite 2400, Toronto, Ontario.

A copy of the Proposal (together with a notice of the meeting of
creditors to consider the Proposal), the report of Duff & Phelps
Canada Restructuring Inc. (the "Proposal Trustee") on the Proposal
and certain related materials were mailed to known creditors of
the Company by the Proposal Trustee, on February 7, 2014.  These
documents are available on the website of the Proposal Trustee at:

               http://is.gd/8zifYz

Inquiries regarding the Proposal or the Creditors' Meeting and
related matters should be directed to the Proposal Trustee (Noah
Goldstein, 416-932-6207).

Headquartered in Toronto, Canada, Colossus Minerals Inc. --
http://www.colossusminerals.com/-- is a development-stage mining
company.  Colossus is focused on its Serra Pelada project into
production.  The Serra Pelada Project is located in the mineral
prolific Carajas region in Para, Brazil, is host to high grade
gold and platinum group metals deposit.


CONSTAR INTERNATIONAL: DIP Financing Wins Final Approval
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware in January
authorized, on a final basis, Constar International Holdings, LLC,
et al., to:

   -- continue to obtain postpetition loans, advances and other
      financial accommodations from Wells Fargo Capital Finance,
      LLC, in its capacity as agent;

   -- enter into, perform under, and comply in all respects with
      the senior secured term loan priority collateral priming
      superpriority debtor-in-possession note purchase agreement
      with Black Diamond Commercial Finance, L.L.C., as agent.

The Court has entered previous interim orders on the Debtors'
request to obtain DIP financing.

The Official Committee of Unsecured Creditors had objected to the
DIP Motion, stating that the financing provided by the Debtors'
secured lenders forced the Debtors to pursue a sale of
substantially all of the Debtors' assets on a hyper-aggressive
time table.

DAK Americas, LLC and DAK Resinas Americas Mexico S.A. de C.V.,
requested that the Court deny the DIP Motion unless any order
granting the financing provides for equal and non-discriminatory
treatment of all administrative expense claims, including Section
503(b)(9) claims.

On Feb. 10, Plastipak Packaging, Inc., a global manufacturer of
rigid plastic packaging, disclosed that its bid at the bankruptcy
auction was determined to be the highest and best value for
certain U.S. assets of Constar.

                    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: Plastipak Wins Bankruptcy Auction of US Assets
-------------------------------------------------------------
Plastipak Packaging, Inc., a global manufacturer of rigid plastic
packaging, on Feb. 10 disclosed that its bid at bankruptcy 11
U.S.C. Sec. 363 auction was determined to be the highest and best
value for certain U.S. assets of Constar International, the
Philadelphia-based manufacturer of food and non-food packaging.

"We are extremely pleased with this acquisition of certain assets
and intellectual property," stated Plastipak's Chief Commercial
Officer (CCO) Frank Pollock.  "We extensively analyzed the sites,
machinery, and intellectual property, and evaluated the
organizational strengths of Constar's operations, and as a result
we are confident that this transaction will enable us to better
serve our existing and future customers."  He added that Constar's
talent and technology will allow Plastipak to bring to its valued
customers a complete portfolio of solutions to meet their current
requirements and tomorrow's challenges.

The transaction is subject to customary closing conditions,
including regulatory approval, and is expected to close in the
first quarter.  Upon closing, Constar sites will be operated under
Plastipak ownership.

"We continue to improve our organizational capabilities to earn
the confidence and loyalty of our customers in all the categories
we serve.  This includes investments in packaging that address
changing consumer demands and lifestyles.  We're excited, and
welcome the Constar associates to our organization.  We appreciate
their efforts and the contributions of Constar's leadership team
during this important transition," said Plastipak CEO William C.
Young.

                     Objections Overruled

Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware approved the asset purchase agreement between
Constar International Holdings, LLC, et al., and Plastipak
Packaging, Inc., after determining that Plastipak's $102,450,000
offer for the Debtors' U.S. assets bested the offers from Amcor
Rigid Plastics USA, Inc., and Envases Universales De Mexico
S.A.P.I. De C.V. during the Feb. 6 auction.

All objections concerning the sale are resolved in accordance with
the terms of the sale order.  To the extent any objection was not
withdrawn, waived, or settled, it is overruled and denied.
Objections were raised by The J.M. Smucker Company, Pension
Benefit Guaranty Corporation, Dallas County, Integrys Energy
Services-Natural Gas, LLC, Plex Systems, Inc., Microsoft
Corporation and Microsoft Licensing, GP, First Industrial
Financing Partnership L.P., ColorMatrix Corporation, DAK Resinas
Americas Mexico S.A. de C.V., DAK Americas, LLC, StarPet, Inc.,
and The Kroger Co.  Most of the objections took issue on the
proposed cure amounts to be paid in connection with the assumption
of their contracts with the Debtors.

With regards to Dallas County's objection, the Court directed the
Debtors, the Official Committee of Unsecured Creditors, the
Revolving Agent, the DIP Note Agent, other lenders and Dallas
County to reach an agreement on the amount of reserves provided
for in the sale order.  If the parties fail to reach an agreement,
the Court will determine the reserves at a hearing to be held on
Feb. 27, 2014, at 1:00 p.m.

Amcor will be paid a break-up fee and expense reimbursement at
closing.  Furthermore, from the proceeds of the sale of any of the
Debtors' assets located in the state of Texas, the amount of
$424,574 will be set aside as adequate protection for the secured
claims of Dallas County prior to the distribution of any proceeds
to any other creditor.

                    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.


COPYTELE INC: Amends 57.4 Million Shares Resale Prospectus
----------------------------------------------------------
CopyTele, Inc., filed a post-effective amendment to its Form S-3
registration statement originally declared effective by the U.S.
Securities and Exchange Commission on June 14, 2013.

The prospectus relates to the resale of up to 57,400,130 shares of
common stock, par value $0.01 per share, of CopyTele, held by
certain selling stockholders, consisting of the following:

   * 500,000 shares of common stock issuable upon exercise of
     common stock purchase warrants issued to ZQX Advisors, LLC,
     in connection with a consulting agreement it entered into
     with ZQX in August 2009;

   * 9,380,000 shares of common stock issued or issuable upon
     exercise of common stock purchase warrants issued to 10
     accredited investors in the Company's February 2011 private
     placement;

   * 8,252,895 shares of common stock issued upon conversion of
     $750,000 principal amount of 8 percent convertible debentures
     plus accrued interest thereon issued to five accredited
     investors in the Company's September 2012 private placement;

   * 19,267,235 shares of common stock issuable upon conversion of
     $1,765,000 principal amount of 8 percent convertible
     debentures plus accrued interest thereon and exercise of
     common stock purchase warrants issued to 20 accredited
     investors and the placement agent in the Company's January
     2013 private placement; and

   * 20,000,000 shares of common stock in the aggregate issued or
     issuable to Aspire Capital Fund, LLC, pursuant to a common
     stock purchase agreement between the Company and Aspire
     Capital, dated April 23, 2013.

The Company will not receive any proceeds from the resale of any
of the shares of common stock being registered.  However, the
Company may receive proceeds from the exercise of the warrants
exercised other than pursuant to any applicable cashless exercise
provisions of the warrants.

A copy of the amended prospectus is available for free at:

                        http://is.gd/thJp7V

                           About CopyTele

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.

CopyTele incurred a net loss of $10.08 million for the year ended
Oct. 31, 2013, as compared with a net loss of $4.25 million during
the prior year.

The Company's balance sheet at Oct. 31, 2013, showed $5.43 million
in total assets, $3.21 million in total liabilities, all current,
$548,598 in convertible debentures due January 2015, $5 million in
loan payable by CopyTele International Ltd. to related party, and
a $3.32 million total shareholders' deficiency.


DEERFIELD RETIREMENT: Court Approves Use of Cash Collateral
-----------------------------------------------------------
Judge Anita L. Shodeen has approved a stipulation allowing
Deerfield Retirement Community, Inc., the continued use of cash
collateral of UMB Bank, N.A., as Indenture Trustee, and granting
the Indenture Trustee adequate protection.

As reported in the Troubled Company Reporter on Jan. 21, 2014,
Judge Shodeen authorized Deerfield Retirement to use cash
collateral on an interim basis.

The terms of the cash collateral order have essentially been
agreed to by the secured creditors, according to court documents.
The objection filed by Daniel M. McDermott, the U.S. Trustee for
Region 12, related to payment of fees and expenses of the
professionals engaged by the Indenture Trustee has been resolved.

As of the Petition Date, the Debtor has secured revenue bonds
outstanding in the principal amounts of $37,715,000 (Series 2007A
Bonds) and $3,210,000 (Series 2007B Bonds) pursuant to an
indenture between the Iowa Finance Authority and UMB Bank, N.A. as
successor trustee.  The Debtor also owes Lifespace Communities,
Inc., $18.5 million, of which $2.76 million is secured.

The Debtor believes that cash on hand on the Petition Date
constitutes as "cash collateral".  Without access to the cash
collateral, the Debtor would not have sufficient available cash to
continue the operation of the retirement facility during this
Chapter 11 case.  The cash collateral will be used to fund the
Debtor's various operating expenses and professional fees as well
as insurance, taxes, chapter 11 fees and other costs.

As adequate protection, the Debtor will grant the indenture
trustee replacement liens, an 11 U.S.C. Sec. 507(b) priority
claim, and payment of reasonable fees and expenses of the
trustee's professionals.

               About Deerfield Retirement Community

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

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

In its schedules, the Debtor listed $27.65 million in total assets
and $69.01 million in debt as of the bankruptcy filing.  As of
the Petition Date, secured bonds are outstanding in the principal
amounts of $37,715,000 (Series 2007A Bonds) and $3,210,000 (Series
2007B Bonds).  The Debtor also owes Lifespace Communities, Inc.,
$18.5 million under a subordinated agreement and a support
agreement.

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


DELUXE ENTERTAINMENT: S&P Raises CCR to 'B' Over Refinancing Plans
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Burbank, Calif.-based entertainment services provider
Deluxe Entertainment Services Group Inc. to 'B' from 'CCC'.  The
outlook is stable.

At the same time, S&P assigned the company's proposed $570 million
first-lien term loan an issue-level rating of 'B', with a recovery
rating of '3', indicating S&P's expectation for meaningful (50%-
70%) recovery in the event of a payment default.

The 'B' corporate credit rating on Deluxe Entertainment reflects
S&P's view of the company's improved financial flexibility
provided by the refinancing of its capital structure and improved
operating performance.  Specifically, the proposed refinancing
significantly reduces the company's annual amortization payments
to roughly $15 million from $50 million.  S&P also anticipates
that the company will be able to maintain an adequate margin of
compliance with its revised total leverage covenant as a result of
greater stability in the company's operations.

S&P regards Deluxe Entertainment's business risk profile as
"weak."  The company has historically generated the majority of
its revenue from film processing, an industry that has rapidly
declined as movie theaters have replaced film projectors with
digital projectors.  In response to the shift, Deluxe
Entertainment has shut down nearly all of its film processing
business, which S&P expects will contribute less than 5% of
revenue in 2014 and almost none in 2015.

In place of its film processing business, Deluxe Entertainment has
transformed itself into a service and distribution business of
digital content.  The company's core digital creative services
include various post-production services such as color correction,
visual effects, localization, and 2D to 3D conversion.  The
company also participates further downstream by creating digital
master files of content and then distributing those master files
to various platforms (theaters, Netflix, iTunes, cable TV).
Within the post-production industry, the company benefits from
long-standing relationships with studios and a reputation for
safely handling highly sensitive content in an industry with
serious concerns over piracy.

S&P views Deluxe Entertainment's digital services as having
healthier long-term fundamentals than its film processing
business.  However, S&P believes that the competitive field is
highly fragmented and still evolving.  The company is also
dependent upon the film industry for revenue (currently about
75%), although it is attempting to expand its reach into
commercial and TV to diversify its end markets.  S&P views Deluxe
Entertainment's management and governance as "fair."

S&P views the company's financial risk profile as "highly
leveraged," reflecting the company's high leverage and high
capital expenditures.  With the winding down of the film
processing business, we expect EBITDA and the EBITDA margin to
stabilize.


DETROIT, MI: Emergency Manager to Push Back Filing Date
-------------------------------------------------------
Matthew Dolan, writing for The Wall Street Journal, reported that
Detroit's emergency manager said Monday that he expects to push
back the date he will file city's debt-cutting plan in bankruptcy
court.

"The City had hoped to file its plan of adjustment and disclosure
statement with U.S. Bankruptcy Court at the end of this week, but
that time frame is likely to be moved back until next week to
accommodate ongoing negotiations and mediation meetings,"
Emergency Manager Kevyn Orr said in a statement on Feb. 10, the
report cited.  "The City nonetheless remains prepared to file its
plan on or before the March 1 deadline established by U.S.
Bankruptcy Judge Steven Rhodes."

According to the report, this week's negotiations could alter the
balance of payments to 27 creditor classes identified in the plan.
Of those, 16 stand to receive less than what they are owed by the
city.

Last month, Mr. Orr sent creditors a draft of the proposed debt-
reorganization plan, the report related.

While the creditors can object to, and will have a vote on, the
so-called plan of adjustment on what the city owes to them, Judge
Steven Rhodes will have the final say to approve or deny the plan,
the report further related. To date, Detroit and its creditors
haven't commented publicly on the draft plan that addresses the
city's long-term obligations previously estimated at $18 billion.

                About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

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


DETROIT, MI: Fee Examiner Says $13MM++ Billed in First 3 Months
---------------------------------------------------------------
Robert M. Fishman, the duly appointed fee examiner for the City of
Detroit, filed with the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, a report for the months
of July, August, and September 2013, disclosing that during the
period the bankruptcy professionals billed more than $13 million.

Specifically, the following professionals employed by the Debtors
sought compensation for services and reimbursement of expenses
during the period:

  Firm                                           Fees     Expenses
  -----                                       ----------  --------
  Conway, MacKenzie, Inc.                     $2,258,042    $1,218
  Jones Day                                   $6,589,572  $143,273
  Foley & Lardner LLP                           $114,855        $0
  Kurtzman Carson Consultants LLC                $87,062  $123,176
  Miller Buckfire & Co. LLC                   $1,225,806   $51,302
  Miller, Canfield, Paddock & Stone, P.L.C.     $575,840    $4,160
  Milliman, Inc.                                $261,762   $18,311
  Pepper Hamilton LLP                           $272,080    $6,847

The following professionals retained by the Official Committee of
Retirees sought compensation for services and reimbursement of
expenses during the period:

  Firm                                           Fees     Expenses
  -----                                       ----------  --------
  Dentons US LLP                              $1,512,979   $54,102
  Brooks Wilkins Sharkey & Turco PLLC            $74,478      $305
  Lazard Freres & Co. LLC                       $163,333        $0
  Segal Consulting                              $209,204    $7,103

Sara Randazzo, writing for The Am Law Daily, reported that a
spokesman for Detroit city manager Kevyn Orr, from the law firm
Jones Day, has offered periodic breakdowns of the Detroit
restructuring tabs.  The most recent update, according to AmLaw,
showed that Jones Day had been paid $17.3 million for its work on
the case as of late January.

Mr. Fishman said the fees billed in the bankruptcy's first few
months were substantial, but maintained that they are absolutely
necessary.

A full-text copy of the Quarterly Report dated Feb. 4, 2014, is
available at http://bankrupt.com/misc/DETROITfeereport0204.pdf

                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.


DEWEY & LEBOEUF: Trustee Sues Four Ex-Partners for $1.3-Mil.
------------------------------------------------------------
Alan M. Jacobs, Liquidating Trustee for the Dewey & LeBoeuf
Liquidation Trust, filed separate lawsuits against former partners
of the law firm, alleging that the partners received distributions
and bonuses totaling more than $1.3 million at a time when the
Debtor was insolvent.

The Liquidating Trustee alleged that the partners received the
following amounts: $79,000 to David R. Greene, $820,036 to Eric W.
Cowan, $305,637 to Michael Steele, and $139,344 to Ronald W.
Zdrojeski.

The Trustee is represented by Allan B. Diamond, Esq., and Howard
D. Ressler, Esq., at DIAMOND McCARTHY LLP, in New York; and Andrea
L. Kim, Esq., and Christopher R. Murray, Esq., at DIAMOND McCARTHY
LLP, in Houston, Texas.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DIGERATI TECHNOLOGIES: Several Parties Object to Confirmation
-------------------------------------------------------------
Several parties-in-interest, including Hunter Carr, Rhodes
Holdings, LLC, Robert Rhodes, American Equity Fund, LLC, WEM
Equity Investments, Ltd., Robert L. Sonfield, P.C. d/b/a/ Sonfield
& Sonfield, Recap Marketing & Consulting, LLC, Rainmaker Ventures
II, Ltd., Robert Rhodes, John Howell, William McIlwain, The
Lunaria Heritage Trust, and Scott Hepford, filed objections to the
confirmation of the Chapter 11 plan of Digerati Technologies.

Johnie Patterson, Esq., at Walker & Patterson, P.C., states that
the Plan fails to comply with the Bankruptcy Settlement Agreement
and attempts to modify and alter the terms and the spirit of the
Bankruptcy Settlement Agreement (BSA) and the so-called Rule 11
Agreement.

By intentionally failing to comply with the applicable provisions
of the BSA, the Debtor has failed to comply with the lawful Court
order.

Lloyd E. Kelley, Esq., at The Kelley Law Firm, adds that the Plan
has not been proposed in good faith because, among other reasons,
the Debtor has intentionally failed to comply with the terms of
the BSA.

The Objectors also point out that:

a. There is no provision included in the Plan to allow the
   Hurley's and Dishon's to finance their settlement payment
   to the Objector's independently from funding the Plan;

b. Paragraph 13.11 of the Plan directly abrogates paragraph 57
   of the Bankruptcy Settlement Agreement;

c. All claims and all interests of Art Smith and Antonio Estrada
   were released in the Bankruptcy Settlement Agreement, however
   the Plan proposes to pay the released claims in full -- a
   blatant example of the Debtors self-dealing;

d. The Court specifically reduced the compensation of Smith
   and Estrada early on in this case, however the Plan proposes
   to overrule the Court and pay each of the insiders all
   amounts previously disallowed by the Court;

e. Based upon the Debtor's self dealing, continued employment of
   Smith and Estrada is not in the best interest of the estate,
   the creditors, the equity security holders and fails to satisfy
   public policy;

f. The Plan attempts to restrict parties-in-interest ability to
   object to claims post-confirmation;

g. The Plan on one hand appoints a trustee for a Grantor Trust
   and on the other, removes all legal obligations and duties of
   the trustee, granting him near immunity in his dealings with
   the beneficiaries of the trust;

h. The Plan provides for an unreasonable post-confirmation budget,
   including over $1 million in expenses for a holding company
   that provides no services and produces no assets;

i. The Claim Analysis attached to the Plan is inaccurate and
   misleading.

                   About Digerati Technologies

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.
Digerati -- http://www.digerati-inc.com-- is a diversified
holding company which owns operating subsidiaries in the oil field
services and the cloud communications industry.  Digerati and its
subsidiaries maintain Texas Offices in San Antonio and Houston.
The Debtor has no independent operations apart from its
subsidiaries.

The Debtor's subsidiaries include Shift 8 Networks, a cloud
communication service, Hurley Enterprises, Inc., and Dishon
Disposal, Inc., both oil field services companies.

The Debtor disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.

Bankruptcy Judge Jeff Bohm oversees the case.  Deirdre Carey
Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq.,
Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover
Slovacek, LLP, in Houston, represent the Debtor as counsel.  The
Debtor tapped Gilbert A. Herrera and Herrera Partners as the
investment banker.

Earlier in the case, Rhode Holdings, LLC, sought the transfer of
venue of Digerati's Chapter 11 case to the U.S. Bankruptcy Court
for the Western District of Texas, San Antonio Division.


DIOCESE OF HELENA: Proposes Elsaesser Jarzabek as Counsel
---------------------------------------------------------
The Roman Catholic Bishop of Helena, Montana, seeks authority
from the U.S. Bankruptcy Court for the District of Montana to
employ J. Ford Elsaesser, Esq. -- ford@ejame.com -- and Bruce A.
Anderson, Esq. -- brucea@ejame.com -- and the law firm of
Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., as
bankruptcy attorneys.

The firm will provide legal advice and assistance as needed by
the Debtor in order to propose and confirm a Chapter 11 Plan of
Reorganization.

The Debtor proposes to pay the firm's professionals at these
hourly rates:

   J. Ford Elsaesser, Esq.                 $375
   Bruce A. Anderson, Esq.                 $350
   Katie Elsaesser, Esq.                   $145
   Lois LaPointe, Paralegal                 $65
   Lisa McCumber, Support Staff             $50
   Deena Anderson, Support Staff            $50

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

Mr. Elsaesser assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to
the Debtor's interest.  Mr. Elsaesser discloses that the Debtor
has paid the firm $125,000 prepetition on Jan. 21, 2014.  From
that amount, $38,826 was paid to the firm for prepetition
services rendered through Jan. 31, 2014.  On Jan. 31, 2014, the
$1,213 filing fee was paid.  The remainder of $39,960 is held in
trust.

                    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 Anderson Elliott & MacDonald,
Chtd., 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)


DIOCESE OF HELENA: Proposes Driscoll as Special Counsel
-------------------------------------------------------
The Roman Catholic Bishop of Helena has filed an application
seeking court approval to employ William Driscoll of the law firm
Franz & Driscoll PLLP as its special counsel.

Mr. Driscoll will provide legal advice and assistance as needed by
the diocese on general business matters.  He will be paid $110 per
hour for his services, and will receive reimbursement for work-
related expenses.

Mr. Driscoll was selected by the diocese because of his
"expertise" in diocese-related business matters.  He has also
represented the diocese on such matters for the past 30 years,
according to the filing.

Mr. Driscoll represents no interest adverse to the diocese or the
estate in matters upon which he is to be engaged, according to
the court filing.

                    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 Anderson Elliott & MacDonald,
Chtd., 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)


DVORKIN HOLDINGS: Has Settlement With Lender on $11MM Claim
-----------------------------------------------------------
Gus A. Paloian, the Chapter 11 trustee Dvorkin Holdings LLC, asks
the U.S. Bankruptcy Court for the Northern District of Illinois to
approve a settlement agreement among the trustee, Plaza (Arlington
Height) Office, L.L.C., 1920 S. Highland (Lombard), L.L.C, and
lender Riversource Life Insurance Company.

The trustee requested for a hearing on the matter on Feb. 20,
2014, at 10:00 a.m.

The terms of the settlement include, among other things:

   1. transfer of the deed of the properties in lieu of lender
      foreclosing on the properties -- 115-125 South Wilke Rd.,
      Arlington Heights, Illinois, and 1920 S. Highland, Lombard,
      IL;

   2. release of the Debtor from the lender's $11,037,499 proof
      of claim; and

   3. preservation of the estate funds because the estate will
      not be subject to administrative expenses arising from
      (i) participating in foreclosure proceedings to seek to
      reduce the estate exposure on the Debtor's guaranties;
      and (ii) expensive claims estimation litigation relating
      to lender's guaranty claims.

                      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.


EAST TECH: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: East Tech Company
        767 River Terminal Road
        Chattanooga, TN 37406

Case No.: 14-10532

Chapter 11 Petition Date: February 10, 2014

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Hon. Shelley D. Rucker

Debtor's Counsel: David J. Fulton, Esq.
                  SCARBOROUGH, FULTON & GLASS
                  701 Market Street, Suite 1000
                  Chattanooga, TN 37402
                  Tel: 423- 648-1880
                  Fax: (423) 648-1881
                  Email: djf@sfglegal.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Roger W. Layne, president.

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


ECOTALITY INC: Plan Exclusivity Period Extended Until March 1
-------------------------------------------------------------
At the behest of Ecotality, Inc., the U.S. Bankruptcy Court
extended up to and including:

     -- March 1, 2014, the period within which the Debtor has
        the exclusive right to file a plan of reorganization;
        and

     -- April 30, 2014, the period within which the Debtor has
        the exclusive right to solicit acceptances for the Plan.

The Court held that the rights of Blink Acquisition LLC and/or
Blonk UYA LLC to seek to terminate the exclusivity periods
pursuant to Bankruptcy Code Section 1121(d) are preserved;
provided, however, the Debtors' rights to oppose any efforts by
Blink to terminate the exclusivity periods also are preserved.

                      About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor.  The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.

In October 2013, the bankruptcy judge cleared Ecotality to sell
most of the business to Car Charging Group Inc. for $3.3 million.
Two other buyers purchased other assets for $1 million in total.


ELBIT IMAGING: Noteholder Appeals Approval of Arrangement
---------------------------------------------------------
A holder of Series B Notes, which filed a purported class action
lawsuit against Elbit Imaging Ltd. with the Court on April 11,
2013, filed with the Israel Supreme Court an appeal arguing that
the Court erred in approving the Arrangement.  It is noted that
that appellant holds approximately 0.1 percent of the total
unsecured debt of the Company.  The Company rejects that argument
and intends to defend the case vigorously and is continuing with
pursuing the consummation of the Arrangement and the completion
thereof.

The Tel-Aviv Jaffa District Court, in a ruling issued on Jan. 2,
2014, approved the adjusted plan of arrangement of Elbit Imaging
Ltd.'s unsecured financial debt.

                       About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.

The Company's balance sheet at Sept. 30, 2013, showed NIS4.83
billion in total assets, NIS4.96 billion in total liabilities and
a NIS122.24 million shareholders' deficiency.

Since February 2013, Elbit has intensively endeavoured to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and according
to the demands of most of the bondholders, as well as an agreement
that was signed on March 19, 2013, between Elbit and the Trustees
of six out of eight series of bonds, Elbit is prohibited, inter
alia, from paying off its debts to the financial creditors -- and
as a result a petition to liquidate Elbit was filed, and Bank
Hapoalim has declared its debts immediately payable, threatening
to realize pledges that were given to the Bank on material assets
of the Company -- and Elbit undertook not to sell material assets
of the Company and not to perform any transaction that is not
during its ordinary course of business without giving an advance
notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and Mr.
Zisser have also notified the Company that they utterly reject the
Bank's claims and intend to appeal the Court's ruling.


ELECTRO SONIC: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Petitioner: MNP Ltd

Chapter 15 Debtors filing separate Chapter bankruptcy cases:

     Debtor                                Case No.
     ------                                --------
     Electro Sonic Inc.                    14-10240
     c/o MNP Ltd.
     300-111 Richmond Street West
     Toronto, ON

     Electro Sonic of America LLC          14-10239
     c/o MNP Ltd.
     300-111 Richmond Street West
     Toronto, ON

Type of Business: Electronic and Electrical Component Distributor

Chapter 15 Petition Date: February 10, 2014

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Mary F. Walrath

Chapter 15 Petitioners' Counsel: Scott J. Leonhardt, Esq.
                                 THE ROSNER LAW GROUP LLC
                                 824 Market Street, Suite 810
                                 Wilmington, DE 19801
                                 Tel: 302-777-1111
                                 Email: leonhardt@teamrosner.com

Electro Sonic Inc.'sEstimated Assets: $1 million to $10 million
Electro Sonic Inc. Estimated Debts: $1 million to $10 million

Electro Sonic of America's Estimated Assets: $1 million to
                                             $10 million

Electro Sonic of America's Estimated Debts: $1 million to
                                            $10 million


EMPIRE RESORTS: Amends $250 Million Shares Prospectus
-----------------------------------------------------
Empire Resorts, Inc., filed with the U.S. Securities and Exchange
Commission an amendment to its Form S-3 registration statement
relating to the offer and sale from time to time, in one or more
series, any one of the following securities of the company, for
total gross proceeds of up to $250,000,000:

   * common stock;

   * preferred stock;

   * purchase contracts;

   * warrants to purchase the Company's securities;

   * subscription rights to purchase any of the foregoing
     securities;

   * depositary shares;

   * debt securities (which may be senior or subordinated,
     convertible or non-convertible, secured or unsecured); and

   * units comprised of the foregoing securities.

The Company may offer and sell these securities separately or
together, in one or more series or classes and in amounts, at
prices and on terms described in one or more offerings.  The
Company may offer securities through underwriting syndicates
managed or co-managed by one or more underwriters or dealers,
through agents or directly to purchasers.

The Company's common stock is traded on the Nasdaq Global Market
under the symbol "NYNY."  If the Company decides to seek a listing
of any preferred stock, purchase contracts, warrants,
subscriptions rights, depositary shares, debt securities or units
offered by this prospectus, the related prospectus supplement will
disclose the exchange or market on which the securities will be
listed, if any, or where the Company has made an application for
listing, if any.

The Company amended the Registration Statement to delay its
effective date.

A copy of the Form S-3/A is available for free at:

                        http://is.gd/FYCfZG

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$2.26 million in 2012, as compared with a net loss applicable to
common shares of $1.57 million in 2011.  The Company incurred a
net loss applicable to common shares of $19.12 million in 2010.

The Company's balance sheet at Sept. 30, 2013, showed $60.72
million in total assets, $52.43 million in total liabilities and
$8.29 million in total stockholders' equity.


EWGS INTERMEDIARY: Has Nod to Use Cash Collateral Until Feb. 20
---------------------------------------------------------------
EWGS Intermediary, et al., obtained permission from the Hon. Mary
F. Walrath of the U.S. Bankruptcy Court for the District of
Delaware to use cash collateral until Feb. 20, 2014 in which the
subordinated lenders -- PNC Bank, National Association, and EW
Golf Holding Corp. -- assert an interest.

The Debtors are authorized to provide adequate protection to the
Subordinated Lender in the form of ongoing payment of its
reasonable fees, costs, and expenses including without limitation
reasonable legal and other professionals' fees and expenses in an
amount not to exceed $50,000 a month, which will not be subject to
the budget.  The Debtors are also authorized and directed to remit
$2 million to the Subordinated Lender for application to the
secured subordinated note obligations.

A final hearing on the Debtors' cash collateral use will be held
on Feb. 20, 2014, at 3:00 p.m. prevailing Eastern Time.

                      About EWGS Intermediary

EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No.
13-12876).  They are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware.  The Debtors tapped Bayshore
Partners LLC as their investment banker, FTI Consulting, LLC, as
their financial advisors, and Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent.  The Company indicates total assets
greater than $100 million on its Chapter 11 petition.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
Edwin Watts Golf Shops LLC, which sells golf equipment and
clothing online and through 90 U.S. retail stores, won court
approval of procedures for a bankruptcy sale process without
having a lead bidder under contract.

PNC Bank, National Association, the DIP Agent, is represented by
Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington,
Delaware.


EWGS INTERMEDIARY: Wants More Time to Decide on Leases
------------------------------------------------------
EWGS Intermediary, et al., asked Hon. Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to extend the 120-
day period during which the Debtors must assume or reject their
unexpired leases of nonresidential property through and including
March 31, 2014.

On Dec. 5, 2013, the Court entered an order approving the sale of
substantially all of the Debtors' assets to a joint venture
between Hilco Merchant Resources, LLC, and GWNE, Inc.  The sale
order authorized the Debtors to, among other things, enter into an
agency agreement whereby Hilco would conduct store closing sales
at the Debtors' locations that weren't assumed and assigned to
GWNE.  Since the store closing sales required the utilization of
the Debtors' leases, the end date for the proposed store closing
sales under the agency agreement was set to coincide with the
expiration of the Debtors' period to assume or reject leases of
nonresidential real property at 120 days after the Petition Date,
or March 4, 2014.

A number of the leases that have been utilized by Hilco have been
rejected or are subject to pending motions to reject.  However,
Hilco has indicated to the Debtors that it would like to continue
the store closing sales at some of the other locations for a short
period of time, which wouldn't extend beyond March 31, 2014.  The
Debtors said in their Jan. 30, 2014 court filing that they do not
anticipate that they will require any of these affected leases
beyond the March 31, 2014 date and thus expect that they will
either reject the leases or the leases will be deemed rejected.
However, the Debtors will continue to have administrative
obligations to the counterparties to the leases based upon their
occupancy of the leases for the month of March.  If the period is
extended for the additional 27 days with respect to the lease, the
Debtors will be able to recoup some of the administrative
obligations form Hilco under the agency agreement and the value of
the estates will be enhanced.

A hearing on the Debtors' motion to extend the lease decision
period will be held on Feb. 20, 2014, at 3:00 p.m.

                      About EWGS Intermediary

EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No.
13-12876).  They are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware.  The Debtors tapped Bayshore
Partners LLC as their investment banker, FTI Consulting, LLC, as
their financial advisors, and Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent.  The Company indicates total assets
greater than $100 million on its Chapter 11 petition.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
Edwin Watts Golf Shops LLC, which sells golf equipment and
clothing online and through 90 U.S. retail stores, won court
approval of procedures for a bankruptcy sale process without
having a lead bidder under contract.

PNC Bank, National Association, the DIP Agent, is represented by
Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington,
Delaware.


EXIDE TECHNOLOGIES: Hires ERM Consulting as Consultant
------------------------------------------------------
Exide Technologies Inc. seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ ERM
Consulting & Engineering, Inc. as environmental consultant, nunc
pro tunc to Jan. 6, 2014.

ERM Consulting will provide environmental consulting services as
the Debtor deems appropriate and feasible in the course of the
Chapter 11 Case.  Among other things, the firm will:

   (a) provide technical support to the Debtor's chapter 11
       counsel, Skadden, Arps, Slate, Meagher & Flom LLP
       ("Skadden") to assist Skadden's rendering to Debtor legal
       advice concerning certain of its environmental liabilities
       in the Chapter 11 Case;

   (b) assess and evaluate potential environmental liabilities at
       certain sites to be identified by Skadden; and

   (c) prepare reports to be shared with third parties, assist in
       negotiations with governmental entities and other creditors
       and litigation services (including testimony) in the
       Chapter 11 Case, if needed.

ERM Consulting will be paid at these hourly rates:

       Principal                         $250-$350
       Manager/Senior Consultant/
       Senior Science Advisor            $170-$275
       Senior Associate                  $145-$210
       Associate                         $90-$150
       Support Staff                     $75-$120

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

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

The Court for the District of Delaware will hold a hearing on the
application on Feb. 20, 2014, at 2:00 p.m.  Objections, if any,
are due Feb. 13, 2014, at 4:00 p.m.

ERM Consulting can be reached at:

       Carla Weinpahl
       ERM CONSULTING & ENGINEERING, INC.
       235 Park Avenue South, 4th Floor
       New York, NY 10003
       Tel: (212) 447-1900

                      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.


FEDERAL-MOGUL: Suit Over Modification to Medical Benefits Tossed
----------------------------------------------------------------
Franklin D. Snyder is a beneficiary and participant in a retiree
medical benefit plan administered by Federal-Mogul Corporation.
In FRANKLIN D. SNYDER, Plaintiff, v. FEDERAL-MOGUL CORPORATION,
Defendant, Case No. 5:12-cv-439-Oc-10PRL (M.D. Fla.), Snyder
alleges that Federal-Mogul violated his rights under the Employee
Retirement Security Act of 1974, 29 U.S.C. Sec. 1001, et seq. when
Federal-Mogul unilaterally modified his medical benefits. The
changes increased the annual deductible and the minimum co-pay for
prescription drugs, and eliminated dental and vision coverage.
Snyder seeks judicial review pursuant to 29 U.S.C. Sec.
1132(a)(1)(B) of Federal-Mogul's determination that he and his
spouse are not exempt from these plan modifications.  He requests
a declaration of his rights under the health plan, and recovery of
his expenses and attorney's fees and costs.

The Parties agree that the medical plan(s) at issue are governed
by ERISA, and they have filed cross-motions for summary judgment,
with responses in opposition.  The District Court also heard oral
argument on Jan. 31, 2014.

In a Feb. 6, 2014 Order available at http://is.gd/wXCnB5from
Leagle.com, District Judge Wm. Terrell Hodges, Sr., concludes that
Federal-Mogul's motion is due to be granted, and Snyder's motion
is due to be denied.

Snyder commenced employment with Champion Spark Plug, Inc. on
Sept. 1, 1967, and was transferred to Champion Spark Plug Limited
on Jan. 1, 1987.  Champion Spark Plug Limited is a wholly owned
subsidiary and division of Cooper Industries, Inc.  Snyder worked
as an executive for Cooper/Champion until June 30, 1990, when he
and the Company mutually agreed to end his employment.  At the
time his employment terminated, Snyder was the Vice President and
General Manager of Champion Spark Plug Canada.

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
01-10582) on Oct. 1, 2001.  Attorneys at Sidley Austin and
Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in
their restructuring effort.  When the Debtors filed for protection
from their creditors, they listed $10.15 billion in assets and
$8.86 billion in liabilities.  Attorneys at The Bayard Firm
represented the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14, 2007.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.


FIELDWOOD ENERGY: S&P Affirms 'B' CCR Over SandRidge Deal
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Houston-based exploration and
production company Fieldwood Energy LLC.  At the same time, S&P
affirmed its 'BB-' issue-level rating on Fieldwood's first-lien
debt and 'B-' issue-level rating on the company's second-lien
debt.  The rating outlook is stable.

"The affirmation follows the announcement that Fieldwood intends
to acquire properties in the Gulf of Mexico and Gulf Coast from
SandRidge Energy Inc. for $750 million in cash plus the assumption
of $370 million of abandonment liabilities, financed with a
combination of term loan debt and equity," said Standard & Poor's
credit analyst Carin Dehne-Kiley.

The acquisition will add about 25% to Fieldwood's proven reserve
base and current production, and will improve the company's
geographic diversification by adding small positions on the Gulf
Coast (Texas/Louisiana) and in the deepwater Gulf.  The company
intends to finance the deal with an incremental $200 million under
its existing first-lien term loan, an incremental $425 million
under its second-lien term loan, and $150 million of equity
contributed by its financial sponsor (Riverstone Holdings) and
management.  Following the transaction, S&P expects Fieldwood's
credit measures and liquidity to remain appropriate for its
current 'B' rating.  Notably, Fieldwood's management team is very
familiar with the assets it is buying, as several members of the
team formerly ran Dynamic Offshore Resources -- the company that
sold the same assets to SandRidge in 2012.

The ratings on Fieldwood reflect S&P's view of the company's
"weak" business risk, "highly leveraged" financial risk, and
"adequate" liquidity.

The stable outlook incorporates S&P's expectation that it is
unlikely to raise or lower the corporate credit rating during the
next 12 months.  S&P expects that Fieldwood will be successful in
stemming (within a reasonable time frame) the recent declines in
reserves and production on the majority of its asset base and
lower the assets' historical finding and development costs, and
that the company's debt to EBITDA ratio will remain around 3.5x,
with FFO to debt in the 20% to 30% range, for the next 12 to 18
months.

A downgrade to 'B-' could occur if the company's debt leverage
exceeded 5x, with FFO to debt below 12%, or if liquidity
deteriorated meaningfully, which S&P sees as unlikely within the
next year.  However, this could occur if production fell short of
S&P's expectations or if costs were significantly higher than its
estimates.

S&P could raise the rating if the company were able to
meaningfully improve the historical reserve replacement associated
with its assets, while maintaining FFO to debt above 45%.


FIRST MARINER: Files for Bankruptcy in Buyout Deal
--------------------------------------------------
First Mariner Bancorp, the holding company for Maryland community
bank 1st Mariner, filed for Chapter 11 bankruptcy on Feb. 10 in
order to sell its bank subsidiary, 1st Mariner Bank, to a new bank
formed by investors.

The company said in a statement that the sale will recapitalize
the bank with approximately $100 million, enabling it to meet all
state and federal capital standards, significantly improving the
strength of its balance sheet, and advancing its business plan to
become one of the region's leading financial institutions.

The investors, led by Priam Capital, Patriot Financial Partners,
GCP Capital Partners and TFO Financial Institutions Restructuring
Fund LLC, as well as several prominent members of the Baltimore
business community, formed an interim bank that has signed an
agreement with the holding company to acquire 1st Mariner Bank for
a cash payment to the holding company, subject to a competitive
bidding process for higher and better offers.

If the interim bank is the successful bidder, the agreement calls
for it to acquire the bank from First Mariner Bancorp and then
recapitalize the bank to a level which will satisfy all capital
requirements imposed by the bank's federal and state regulators
and will position the bank for future growth and prosperity.  The
1st Mariner Bank name will be retained.

To facilitate the transaction, the holding company I selling the
bank in an 11 U.S.C. Sec. 363 sale in the bankruptcy.

This filing affects only the bank holding company.  The bank will
not file bankruptcy, will operate separately from the holding
company and will conduct business as usual throughout the
reorganization process.  Deposits continue to be insured to the
fullest extent possible by the Federal Deposit Insurance
Corporation (FDIC).  There will be no impact on depositors,
creditors or vendors of 1st Mariner Bank.

Consistent with usual practice, the court will supervise a
competitive bidding process for the sale of the bank.  Any
competing bidder will be required to recapitalize the bank at an
equivalent level and demonstrate the ability to promptly receive
required regulatory approvals.

"The $100 million capital infusion will create a bank poised for
growth," said Mark Keidel, interim-president of 1st Mariner Bank.
"Upon approval by the court and regulatory authorities, the bank
will become strong and secure.  We will meet all federal and state
regulatory requirements for capitalization."

"There will be absolutely no interruption in services to
customers, deposits will continue to be accepted, our branches and
ATMs will continue to operate as usual and the bank will continue
to deliver on its commitments to loan applicants and vendors
throughout the reorganization," Mr. Keidel said.

The bank maintains strong levels of liquidity, comprised of cash,
cash equivalents and securities, totaling $286 million at Jan. 31,
2014, to meet its obligations.

Mr. Keidel continued, "Our new partners have extensive banking
experience in the Baltimore market.  Many of the investors are
local and recognize the growth opportunities for a community bank
headquartered in Baltimore."

The board of directors of the holding company, First Mariner
Bancorp, has unanimously approved the transaction with the interim
bank.  In the meantime, the holding company intends to ask the
court to expedite its approval of the proposed sale and
recapitalization of the bank.

"This is a tremendous opportunity to build 1st Mariner Bank and
serve the entire Maryland market," said Jack E. Steil, who led the
transaction for the investors and is slated to become chairman and
chief executive officer of the bank.  "We recognize that 1st
Mariner Bank possesses a significant presence in this community, a
presence that affords us the opportunity to build a powerful
community focused bank."

"Baltimore and the entire region present strong opportunities for
growth," added Robert D. Kunisch Jr., a proposed investor slated
to be named president and chief operating officer of 1st Mariner
Bank.  "One does not have to look too far to see great things
happening in our city and throughout the state. We look forward to
building a hometown bank in the place where we grew up."

Mr. Steil was most recently president of Wilmington Trust Mid-
Atlantic Region, and Mr. Kunisch was president of Wilmington Trust
FSB, Maryland.  Both spent the majority of their careers at
Mercantile Bank focusing predominantly on the Maryland market.

"This $100 million investment presents a tremendous opportunity to
take 1st Mariner Bank to the next level," said Howard Feinglass,
principal of Priam Capital, a New York-based investment firm and a
proposed investor in the bank.  "I look forward to supporting
other local investors in the recapitalization of First Mariner.
It has always been our goal to support Baltimore's largest local
bank in serving local Business."

Mr. Feinglass, who is a native of Baltimore, noted that a
substantial portion of the overall investment is coming from
business leaders who reside in Baltimore.

"We see an enormous opportunity in 1st Mariner Bank to support
Maryland's growing business community currently underserved by
many of the larger out-of-state banks," said Boris Gutin, managing
director of GCP Capital Partners, a New York-based private equity
firm and a proposed investor in the bank.  "The combination of new
capital and a strong management team with deep roots in the
Maryland market positions 1st Mariner Bank to substantially expand
its lending and customer relationships."

Mr. Gutin grew up in Baltimore and is a graduate of Johns Hopkins
University.

Michael R. Watson, a First Mariner Bancorp director and interim
chairman, said reorganizing was the "best way to preserve the
bank."  He noted that the parties have had on-going discussions
regarding the recapitalization plan with state and federal banking
regulators, who need to approve the transaction.

"We have worked for more than five years to raise capital, while
seeking to protect the value of the enterprise," he said.  "With
time, it's become clear, however, that the sale transaction is the
best option to preserve 1st Mariner Bank, to maintain its
independence and to protect its employment base."

The strategy of selling a subsidiary bank has increasingly been
employed as a way for banks and their holding companies to
restructure their financial affairs and raise capital.  The
strategy allows a bank holding company to reorganize and sell
assets, in this case its banking subsidiary. Generally, a
"stalking horse bidder" is identified before the holding company
files for reorganization.  The sale is completed once the holding
company has filed for reorganization, conducted an auction and
received court approval.

Stephanie Gleason, writing for The Wall Street Journal, reported
that the deal is structured so that the investors would purchase
the shares of First Mariner Bancorp for $4.775 million and then
recapitalize the bank.  The offer will be tested at auction.

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.


FIRST MARINER: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: First Mariner Bancorp
           dba 1st Mariner Bancorp
        3301 Boston Street
        Baltimore, MD 21224

Case No.: 14-11952

Chapter 11 Petition Date: February 10, 2014

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Hon. David E. Rice

Debtor's        KRAMER LEVIN NAFTALIS & FRANKEL LLP
Bankruptcy
Counsel:

Debtor's Local: Lawrence Joseph Yumkas, Esq.
Counsel         YUMKAS, VIDMAR & SWEENEY, LLC
                2530 Riva Road, Suite 400
                Annapolis, MD 21401
                Tel: (443) 569-0758
                Fax: (410) 571-2798
                Email: lyumkas@yvslaw.com

Debtor's        KILPATRICK TOWNSEND & STOCKTON LLP
Regulatory &
Corp. Counsel:

Debtor's        SANDLER O'NEILL + PARTNERS, L.P
Investment
Banker &
Financial
Adviser:

Total Assets: $5.45 million

Total Debts: $60.52 million

The petition was signed by Mark A. Keidel, chief executive
officer.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb14-11952.pdf


FISKER AUTOMOTIVE: Bidder for Firm Hires Former Ford Executive
--------------------------------------------------------------
Mike Ramsey, writing for The Wall Street Journal, reported that
Hybrid Tech Holdings LLC, one of the bidders for control of failed
luxury car maker Fisker Automotive Inc., has hired a former top
Ford Motor Co. executive to orchestrate the restart of operations
if it wins.

According to the report, the Chinese company, formed by Hong Kong
billionaire Richard Li, said it retained Martin Leach to bring
Fisker out of mothballed status. Mr. Leach has worked at Ford,
Mazda Motor Corp. and Maserati, and now owns automotive consulting
firm Magma Group.

Fisker once planned to build cars at a former General Motors Co.
factory in Delaware using a $529 million loan from the U.S.
government, but the company ran out of money and stopped
operating, owing the government about $168 million, the report
related.

Hybrid Tech is locked in a bidding war with another Chinese firm,
auto-parts maker Wanxiang Group, over the bankrupt luxury auto
maker's assets, including the Delaware plant site, the report
further related.

Wanxiang also plans to restart Fisker's operations as soon as
possible following a successful bid, said Pin Ni, president of the
American arm of the company, the report said.  Final bids for
Fisker were due Feb. 7, and an auction for the company starts on
Feb. 12.

                     About Fisker Automotive

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

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

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

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

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

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

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

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

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

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

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

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


FISKER AUTOMOTIVE: Hybrid Loses Appeal Over Limit to Credit Bid
---------------------------------------------------------------
Chief District Judge Gregory M. Sleet in Delaware tossed Hybrid
Tech Holdings, LLC's "Emergency Motion for Leave to Appeal
Decision Limiting Credit Bid" in Fisker Automotive Holdings,
Inc.'s Chapter 11 case.

Judge Sleet said the Bankruptcy Court's order is interlocutory and
Hybrid has not demonstrated that any of the factors governing
whether the court should grant leave for interlocutory appeal
under 28 U.S.C. Sec. 158(a)(3) weigh in favor of granting leave.

At a public auction on Oct. 11, 2013, Hybrid acquired the
Department of Energy's $168 million interest in a secured loan
previously extended by the Federal Financing Bank to Fisker
Automotive.  Hybrid won the auction with a bid of $25 million, and
assumed the DOE's position as the Debtors' senior secured lender.
Having acquired the loan from the DOE, Hybrid entered into an
Asset Purchase Agreement with the Debtors under which Hybrid was
to acquire the Debtors' assets through a $75 million credit bid of
the DOE loan.  The Debtors filed the bankruptcy cases to
accomplish the sale of substantially all of their assets to Hybrid
and then to administer the chapter 11 estates through the Debtors'
proposed chapter 11 plan of liquidation.

The Official Committee of Unsecured Creditors opposed Hybrid's
right to credit bid and proposed an auction instead.  The
Committee proposed an auction with Wanxiang America Corporation,
whose proposal was "extremely attractive both economically and in
its significant non-economic terms."  Wanxiang made it clear that
if Hybrid was entitled to credit bid more than $25 million at the
auction, Wanxiang would not participate in the auction.  In
effect, there would not be an auction.

On Jan. 10, 2014, the Bankruptcy Court held a hearing to consider
whether the Debtors' assets should be sold through an auction,
whether Hybrid was entitled to credit bid its claim, and whether
Hybrid's credit bid should be capped at at the $25 million with
which Hybrid won the DOE auction.

At the conclusion of the hearing, the Bankruptcy Court ruled from
the bench that the Debtors' assets should be auctioned and that
any credit bid by Hybrid should be capped at $25 million.

On Jan. 14, 2014, Hybrid filed a Notice of Appeal, among other
things.  On Jan. 17, 2014, the Bankruptcy Court heard oral
argument on Hybrid's motion.  After the hearing, the Bankruptcy
Court entered a written order again capping at $25 million
Hybrid's ability to credit bid at any auction for the Debtors'
assets.

While acknowledging that "[i]t is beyond peradventure that a
secured creditor is entitled to credit bid" under 11 U.S.C. Sec.
363(k), the Bankruptcy Court based its ruling on the fact that
"[t]he law is equally clear, as Section 363(k) provides, that the
Court may 'for cause order[] otherwise.'"  The Bankruptcy Court
concluded for a few reasons detailed in its order that there was
cause to cap at $25 million Hybrid's ability to credit bid. First,
the Bankruptcy Court cited the certainty that Wanxiang would
otherwise withdraw its attractive proposal and refuse to
participate in an auction.  The Bankruptcy Court also expressed
concern regarding the consequences for other would-be bidders of
Hybrid's rush to purchase all of the Debtors' assets, explaining
that "Hybrid, if unchecked of its purchase, might well have frozen
out other suitors for Fisker's assets."  The Bankruptcy Court also
explained that "Hybrid's claim is partially secured, partially
unsecured, and of uncertain status for the remainder . . . [and]
[t]he law leaves no doubt that the holder of a lien the validity
of which has not yet been determined, as here, may not bid its
lien."

In addition to differing in their assessments of the Bankruptcy
Court's correctness in capping Hybrid's credit bid, Hybrid and the
Committee also differ regarding whether the order of the
Bankruptcy Court constitutes a final order appealable as of right
pursuant to 28 U.S.C. Sec. 158(a)(1) and Bankruptcy Rule 8001(a).
Hybrid argues that the Bankruptcy Court's decision regarding the
credit bid is a final order and that even if its appeal is
interlocutory, the factors to be considered weigh in favor of its
appeal being heard.  The Committee argues, on the other hand, that
the decision is not final for the purposes of appeal and that
Hybrid "has failed to establish any of the elements necessary to
justify this early appeal of a non-final decision."

The District Court appeal is HYBRID TECH HOLDINGS, LLC, Appellant,
v. THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF FISKER
AUTOMOTIVE HOLDINGS, INC. AND FISKER AUTOMOTIVE, INC., Appellee,
C.A. Nos. 13-13087-KG, 14-CV-99 (GMS) (D. Del.).  A copy of the
Court's Feb. 7, 2014 Memorandum is available at
http://is.gd/H6NTxAfrom Leagle.com.

                     About Fisker Automotive

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

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

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

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

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

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

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

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

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

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

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

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


FURNITURE BRANDS: Bid to Terminate Insurance Policies Opposed
-------------------------------------------------------------
Henredon Pacific Life policy holders objected to the motion filed
by FBI Wind Down, Inc. formerly known as Furniture Brands
International, Inc., for authorization to surrender, terminate or
otherwise monetize certain insurance policies, and authorize life
insurance companies to distribute policy proceeds.

Policy holder Ann R. Robinson asked that the Court to investigate
and change the motion so that the cash value will be paid to the
employees.  Ms. Robinson said that this is a policy that she has
counted on as a death benefit for her family and to take care of
her final expenses.

Ms. Robinson added that she has contributed for years to the post
retirement Henredon life insurance policies and it was her
understanding that this a vested paid-up policy.

Policy holder Richard Claus said his policy was purchased from
Pacific Life Insurance Co.  In his objection, he inquired if the
Employee's Retirement Income Security Act (ERISA) may apply since
employees have vested rights to these policies by paying for them
over the years.

Roy Walters, et al., in their objection, stated that the insurance
policies were paid by payroll deductions and they do not
understand how the Debtor could have the right to all the proceeds
from the life insurance policies.

                       About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

The balance sheet at June 29, 2013, showed $546.73 million in
total assets against $550.13 million in total liabilities.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.


GENERAL GROWTH: Buys Back Pershing's Remaining Stake
----------------------------------------------------
Tess Stynes, writing for The Wall Street Journal, reported that
General Growth Properties Inc. said it repurchased Pershing Square
Capital Management LP's remaining stake in the real-estate
investment trust for about $556 million.

According to the report, activist investor Bill Ackman, the head
of Pershing Square, gave up his efforts last year to force General
Growth to put itself up for sale. The firm agreed to sell its
warrants in General Growth at a premium to the company's largest
shareholder largest shareholder, Brookfield Asset Management,
which had opposed a sale.

General Growth said on Feb. 10 that it repurchased roughly 27.6
million shares for $20.12 each, a 3.4% discount to that day's
closing price, the report related.  It also bought back a big
chunk of stock from Pershing Square in September.

Mr. Ackman's Pershing Square made an investment of about $60
million to buy General Growth shares during the financial crisis
as the company sank toward bankruptcy, an investment that saw its
valuation balloon into the billions, the report further related.

General Growth, which owns and manages retail properties in
shopping malls across the U.S., has sold and spun off assets in an
effort to improve its business since exiting bankruptcy in 2010,
the report said.  The company is also accelerating its
redevelopment pipeline, which General Growth says will help
generate growth in future years.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner.
General Growth is a self-administered and self-managed real estate
investment trust.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP restructured roughly $15 billion of project-level
debt Recapitalized with $6.8 billion in new equity capital Paid
all creditor claims in full achieved substantial recovery for
equity holders.

As part of its plan of reorganization, GGP split itself into two
separate and independent publicly traded corporations, and
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.

As reported by the Troubled Company Reporter on May 15, 2013,
Standard & Poor's Ratings Services said it withdrew its
unsolicited ratings on General Growth Properties Inc.'s (GGP) and
GGP's affiliate, The Rouse Company L.P. (Rouse), including the
'BB' corporate credit ratings, the 'B' rating on GGP's
$250 million 6.375% series A cumulative perpetual preferred stock,
and the ratings on issues that have been redeemed.


GENERAL MOTORS: Barra Eligible for $14.4-Mil. Pay Package in 2014
-----------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
in a move to end misconceptions, General Motors Co. said new Chief
Executive Mary Barra will be eligible for a $14.4 million pay
package this year, a 60% increase over the compensation awarded to
her predecessor Dan Akerson.

According to the report, the Feb. 10 pay disclosure was in
response to ongoing reports in both the mainstream media and on
social websites accusing the Detroit auto maker of paying Ms.
Barra less than Mr. Akerson.

Ms. Barra took over as CEO on Jan. 15, the report said.  Two days
later, GM announced it would pay Ms. Barra a cash salary of $1.6
million and a short-incentive payout of $2.8 million for a total
package of $4.4 million. The amount was less than half of the
total compensation reported for Mr. Akerson igniting a flood of
criticism.

However, what wasn't reported was the $10 million Ms. Barra is
slated to collect if she meets long-term objectives as dictated by
the board of directors, the report related.  The additional amount
pushes her potential total take to $14.4 million for the year.

"As a new CEO, Mary's total compensation is in line with her peer
group and properly weighted so that most is at-risk," GM Chairman
Tim Solso said in a statement, the report cited.  "The company's
performance will ultimately determine how much she is paid."

                     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.


GIBSON BRANDS: S&P Lowers CCR to 'B-' on Weak Performance
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nashville, Tenn.-based Gibson Brands Inc. to 'B-' from
'B'.  The outlook is stable.

S&P also lowered its issue-level rating on Gibson's $225 million
senior secured notes due 2018 to 'B-' from 'B'.  The '4' recovery
rating on this term loan is unchanged and indicates S&P's
expectation for average (30% to 50%) recovery in the event of
payment default.

"The downgrade reflects Gibson's weaker-than-expected operating
performance, which has resulted in credit metrics weaker than our
prior expectations," said Standard & Poor's credit analyst
Stephanie Harter.  "Although Gibson has resolved its supply chain
disruptions in its Epiphone line, TEAC and Onkyo have experienced
declining sales in several product lines."

Standard & Poor's estimates Gibson's adjusted leverage increased
to about 8.5x as of Sept. 30, 2013 (adjusted for the acquisition
of a controlling interest of TEAC Corp., which is fully
consolidated in our credit metrics), from about 6x at the close of
the notes transaction in July 2013.  This ratio is well above
S&P's prior expectations, as well as the indicative leverage ratio
for a "highly leveraged" financial risk profile of greater than
5x.

S&P views the company's business risk profile as "weak" because of
its narrow business focus, some customer concentration, the
discretionary nature of its products, and the highly competitive
musical instruments and consumer electronics industry in which it
operates.

The stable outlook reflects S&P's view that Gibson will stabilize
its operating performance, including some slight margin
improvement due to new higher-margin products and expected lower
operating costs in 2014, and maintain adequate liquidity.


GREEN FIELD ENERGY: Womble Carlyle Okayed as Committee Co-Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Green Field Energy Services, Inc., et al., to retain
Womble Carlyle Sandridge & Rice, LLP as co-counsel.

As reported in the Troubled Company Reporter on Dec. 30, 2013,
Womble Carlyle will:

   (a) assist and advise the Committee in its discussions with the
       Debtors and other parties-in-interest regarding the overall
       administration of these cases;

   (b) represent the Committee at hearings to be held before this
       Court and communicate with the Committee regarding the
       matters heard and the issues raised as well as the
       decisions and considerations of this Court;

   (c) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs;

   (d) review and analyze pleadings, orders, schedules, and other
       documents filed and to be filed with this Court by parties-
       in-interest in these cases; advise the Committee as to the
       necessity, propriety, and impact of the foregoing upon the
       Debtors' Chapter 11 cases; and consenting or objecting to
       pleadings or orders on behalf of the Committee, as
       appropriate;

   (e) assist the Committee in preparing such applications,
       motions, memoranda, proposed orders, and other pleadings as
       may be required in support of positions taken by the
       Committee, including all trial preparation as may be
       necessary;

   (f) confer with the professionals retained by the Debtors and
       other parties-in-interest, as well as with such other
       professionals as may be selected adn employed by the
       Committee;

   (g) coordinate the receipt and dissemination of information
       prepared by and received from the Debtors' professionals,
       as well as such information as may be received from
       professionals engaged by the Committee or other parties-in-
       interest in these cases;

   (h) participate in such examinations of the Debtors adn other
       witnesses as may be necessary in order to analyze and
       determine, among other things, the Debtors' assets and
       financial condition, whether the Debtors have made any
       avoidable transfers of property, or whether causes of
       action exist on behalf of the Debtors' estates;

   (i) negotiate and formulate a plan of reorganization for the
       Debtors or other resolution of these Chapter 11 cases; and

   (j) assist the Committee generally in performing other services
       as may be desirable or required for the discharge of the
       Committee's duties pursuant to Bankruptcy Code Section
       1103.

Womble Carlyle will be paid at these hourly rates:

       Steven K. Kortanek               $655
       Kevin J. Mangan                  $525
       Morgan Seward                    $325
       Members of the Firm           $315-$675
       Of Counsel                    $300-$500
       Associates                    $200-$445
       Senior Counsel                $350-$375
       Counsel                       $250-$430
       Paralegals                    $100-$270

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

Steven K. Kortanek, Esq., partner of Womble Carlyle, 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 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.


GUIDED THERAPEUTICS: Omnyx's Cartwright Is New CEO
--------------------------------------------------
Guided Therapeutics, Inc., announced the appointment of Gene
Cartwright, 59, as chief executive officer of the Company,
effective Jan. 6, 2014.  He was named to the board of directors
effective Jan. 30, 2014.

Pursuant to an employment agreement dated Jan. 6, 2014, with the
Company, Mr. Cartwright will receive a salary of $300,000 per year
in addition to usual and customary Company benefits.  The
agreement provides for a one-year term with automatic renewals for
successive one-year terms.  Mr. Cartwright was also awarded
2,000,000 shares of restricted stock pursuant to the Company's
Equity Plan.  Five-Hundred Thousand shares will vest when the
Company's Common Stock closes above $1.50 for 30 consecutive
trading days and 500,000 shares will vest upon the one year
anniversary of that date.  Five-Hundred Thousand shares will vest
when the Company's Common Stock closes above $2.50 for 30
consecutive trading days and 500,000 shares will vest upon the one
year anniversary of that date.  The vesting of shares is subject
to continued employment on each vesting date.  He also will be
eligible to receive an annual cash incentive bonus of up to
$150,000.  The agreement provides for a one-year severance (base
salary and health benefits) payable upon termination without cause
or resignation for good reason, or the Company's failure to renew
the employment term, as well as customary restrictive covenants in
favor of the Company.

Mr. Cartwright brings over 30 years of experience working in the
IVD diagnostics industry.  He joins the Company from Omnyx, LLC, a
joint venture between GE Healthcare and the University of
Pittsburgh Medical Center, where, as CEO for over four years he
founded and managed the successful development of products for the
field of Digital Pathology.  Prior to his work with Omnyx, LLC, he
was president of Molecular Diagnostics for GE Healthcare.  Prior
to GE, he was Divisional Vice President/General Manager for Abbott
Diagnostics' Molecular Diagnostics business.  In his 24 year
career at Abbott, he also served as Divisional Vice President for
U.S. Marketing for five years.

Mr. Cartwright replaces Mark L. Faupel who was named chief
scientific officer of the Company.

On Oct. 15, 2013, Michael James, 55, was elected Chairman of the
Board of Directors of the Company.  He replaced Ron W.  Allen, who
is retiring from the board Jan. 31, 2014.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics disclosed a net loss of $4.35 million on $3.33
million of contract and grant revenue for the year ended Dec. 31,
2012, as compared with a net loss of $6.64 million on $3.59
million of contract and grant revenue in 2011.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and accumulated deficit that raise substantial doubt
about its ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $2.93
million in total assets, $2.40 million in total liabilities and
$522,000 in total stockholders' equity.

                         Bankruptcy Warning

"Management may obtain additional funds through the private sale
of preferred stock or debt securities, public and private sales of
common stock, funding from collaborative arrangements, and grants,
if available, and believes that such financing will be sufficient
to support planned operations through the second quarter of 2014.
If sufficient capital cannot be raised by the end of the second
quarter of 2014, the Company has plans to curtail operations by
reducing discretionary spending and staffing levels, and
attempting to operate by only pursuing activities for which it has
external financial support, such additional NCI, NHI or other
grant funding.  However, there can be no assurance that such
external financial support will be sufficient to maintain even
limited operations or that the Company will be able to raise
additional funds on acceptable terms, or at all.  In such a case,
the Company might be required to enter into unfavorable agreements
or, if that is not possible, be unable to continue operations, and
to the extent practicable, liquidate and/or file for bankruptcy
protection."


HOUSTON REGIONAL: Astros Seek Stay of Bankruptcy Ruling
-------------------------------------------------------
John Royal, writing for Houston Press, reported that the Houston
Astros have appealed Bankruptcy Judge Marvin Isgur's ruling
putting CSN Houston into Chapter 11 Bankruptcy.  The Houston Press
said the Astros are asking Judge Isgur to stay the enforcement of
his order.

David Barron, writing for The Houston Chronicle, reported that the
Houston Rockets basketball club on Monday issued a statement
saying they oppose the Astros' motion to stay pending an appeal.

According to the Chronicle, the Rockets, in a statement filed
Monday afternoon with the court, for the first time in court
documents said they also are suffering financially because of the
CSN Houston deadlock and that their problems at this point
outweigh those of the Astros.  The Rockets said they are already
owed millions of dollars of media rights fees and are exclusively
financing this case as additional media rights fees come due on a
monthly basis and remain unpaid.

The Rockets said they cannot wait an extended period of time for
the network to be restructured an the indirect harms of which the
Astros complain are inconsequential when compared to significant
burdens being imposed on the Rockets by any further delays.

The Chronicle said Comcast also opposes the stay.

The Houston Chronicle said Judge Isgur was to hold a 2:30 p.m.
hearing on Feb. 10 on the Astros' motion to stay.  Houston Press
said the parties were slated to return to Judge Isgur's courtroom
again Tuesday, Feb. 11.

As reported by The Troubled Company Reporter, Comcast Corp. and
its units launched an involuntary Chapter 11 filing against the
sports network.  The Astros favors case dismissal.

               About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.


INLAND DIVERSIFIED: Kite Realty to Acquire Firm for $2.1B
---------------------------------------------------------
Lou Whiteman, writing for The Deal, reported that Kite Realty
Group Trust said on Feb. 10 it would acquire Inland Diversified
Real Estate Trust Inc. in a $2.1 billion deal that would push the
owner of shopping centers into new markets.

According to the report, the of the deal call for Indianapolis-
based Kite to pay $10.50 per share for Inland Diversified, a
nontraded investment trust.  The deal values Inland's equity at
$1.2 billion, and includes assumed debt.  Post-deal, current Kite
owners are expected to own 40.6% to 41.4% of the combined
company's diluted common equity.

Oak Brook, Ill.-based Inland owns 57 retail properties that are
95.3% leased and located in markets, including Westchester, N.Y.,
Las Vegas and Salt Lake City, where Kite currently has no
presence, the report said.  Post-deal, the combined Kite Realty
would have 131 properties, up from a current 74, totaling 20.3
million owned square feet in 26 states.

Kite chairman and CEO John A. Kite in a statement called the deal
"a transformational transaction" for his company, the report
cited.  "Inland Diversified has assembled a very well located,
high quality portfolio," Kite said.  "This transaction will
further strengthen our balance sheet and enhance our cash flow,
positioning us favorably for future growth and shareholder value
creation."

Inland Diversified, the report related, in recent months has been
seeking to sell assets to provide shareholders with liquidity.
The company in December said it would sell a portfolio of single-
tenant properties to Realty Income Corp. for $503 million.  Kite
said that it also expects to dispose of three multifamily assets
owned by Inland Diversified, as well as the target's securities
portfolio, with sale proceeds earmarked for debt repayment.

Bank of America Merrill Lynch and a Barclays plc team of Scott
Levin, Jed Brody and Ernest Kwarteng provided financial advice to
Kite, according to The Deal.  Hogan Lovells US LLP acted as legal
counsel with a team led by David Bonser, Esq. --
david.bonser@hoganlovells.com -- and Paul Manca, Esq. --
paul.manca@hoganlovells.com.

Inland Diversified was advised by a Wells Fargo Securities LLC
team of David Lazarus, David Schinasi, Randy Williamson and Mark
Horgan, the report added.  Alston & Bird LLP provided legal
counsel with a team of David Brown, Esq. -- david.brown@alston.com
-- Rosemarie Thurston, Esq. -- rosemarie.thurston@alston.com --
Justin Howard, Esq. -- justin.howard@alston.com -- Jennifer Weiss,
Esq. -- jennifer.weiss@alston.com -- Jim Croker, Esq. --
jim.croker@alston.com -- Allison Ryan, Esq. --
allison.ryan@alston.com -- Meryl Diamond, Esq. --
meryl.diamond@alston.com -- Jason Goode, Esq. --
jason.goode@alston.com -- and Blake MacKay, Esq. --
blake.mackay@alston.com.


INTELLIPHARMACEUTICS INT'L: Receives $3.1 Million From Licensee
---------------------------------------------------------------
Intellipharmaceutics International Inc. received $3.1 million as
its first payment relating to commercial sales of
dexmethylphenidate hydrochloride extended-release capsules by its
licensee Par Pharmaceutical, Inc.  This represents the Company's
share of profits for the 15 and 30 mg strengths of the drug
product for the period commencing with the first commercial sales
of those strengths on Nov. 19, 2013, and ending Dec. 31, 2013,
under its License and Commercialization Agreement with Par.
Future profit-share payments are expected on a quarterly basis,
although the amounts of any such payments cannot now be determined
and may vary significantly from time-to-time.

As the first-filer for the drug product in the 15 mg strength, the
Company currently has 180 days of exclusivity of generic sales for
that strength from the Nov. 19, 2013, date of launch in the United
States by Par.  In addition, Intellipharmaceutics has the
potential to receive its share of the profits on the 5, 10, 20 and
40 mg strengths which were also tentatively approved by the United
States Food and Drug Administration, subject to the right of
another party or parties to 180 days of generic exclusivity from
the date of first launch of such strengths of the drug product by
such parties.  The Company currently believes Par intends to
launch these strengths immediately upon the expiry of those
exclusivity periods and upon the anticipated final approvals from
the FDA at those times, but there can be no assurance as to if or
when any such approvals or launches will occur.

At the present time, publicly available records of the FDA show
that only four entities, including the Company, have received
approvals or tentative approvals to market one or more generic
strengths of this drug product.  Further, the Company believes
that only three of those entities, including the Company, have
commenced sales of one or more generic strengths of the drug
product.  Dr. Isa Odidi, CEO and co-founder of the Company,
stated, "We believe that the number of competitors tentatively
approved or in the market at this time is an indication that our
drug delivery technologies and competence are robust and well-
adapted to the formulation of difficult-to-replicate generic drug
products."

Intellipharmaceutics disclaims any intention and has no obligation
or responsibility, except as required by law, to make, update or
revise any statements regarding any future profit-share payments
under its agreement with Par.

                   About Intellipharmaceutics

Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada.  Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs.  Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals.  Based on this technology, Intellipharmaceutics
has a pipeline of product candidates in various stages of
development, including filings with the FDA in therapeutic areas
that include neurology, cardiovascular, gastrointestinal tract,
diabetes and pain.

The Company's balance sheet at Aug. 31, 2013, showed $4.11 million
in total assets, $5.49 million in total liabilities and a $1.37
million shareholders' deficiency.

                     Going Concern Uncertainty

"In order for the Company to continue operations at existing
levels, the Company expects that for at least the next twelve
months the Company will require significant additional capital.
While the Company expects to satisfy its operating cash
requirements over the next twelve months from cash on hand,
collection of anticipated revenues resulting from future
commercialization activities, development agreements or marketing
license agreements, through managing operating expense levels,
funds from senior management through the convertible debenture
described elsewhere herein, equity and/or debt financings, and/or
new strategic partnership agreements funding some or all costs of
development, there can be no assurance that the Company will be
able to obtain any such capital on terms or in amounts sufficient
to meet its needs or at all," the Company said in its quarterly
report for the period ended May 31, 2013.


JEVIC TRANSPORTATION: Judge Upholds Deal Violating Priority Rules
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a settlement that distributes money in violation of
bankruptcy priorities is acceptable if the Chapter 11 case is then
dismissed, U.S. District Judge Sue L. Robinson in Delaware wrote
in a Jan. 24 opinion.

According to the report, the case involved a trucking company that
shut down before bankruptcy and completed liquidation during
Chapter 11.  The official unsecured creditors' committee
negotiated a settlement with the lender and owner setting aside
some money for distribution to unsecured creditors.

The bankruptcy court approved the settlement, the report said.
The money was distributed to unsecured creditors, and the case was
dismissed.

Worker who lost their jobs appealed.  Judge Robinson denied the
appeal, saying that the money going to creditors was "indisputably
the collateral of the secured creditors," the report related.
Because the distribution wasn't made in a Chapter 11 plan, the
settlement wasn't required to follow absolute priority rules,
Judge Robinson said.

As authority for her holding, Judge Robinson pointed to a 2005
decision from the U.S. Court of Appeals in Philadelphia called
Armstrong World Industries, the report further related.  In that
case, the appeals court upheld denial of confirmation because the
plan violated the absolute priority rule.

The case is Czyzewski v. Jevic Holding Corp., 13-cv-00104, U.S.
District Court, District of Delaware (Wilmington).

                    About Jevic Transportation

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provided trucking services.  Two
affiliates -- Jevic Holding Corp. and Creek Road Properties --
have no assets or operations.  Jevic et al. sought Chapter 11
protection (Bankr. D. Del. Case No. 08-11008) on May 20, 2008.
Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, in Wilmington, Del., represent
the Debtors.  The U.S. Trustee for Region 3 appointed five
creditors to serve on an Official Committee of Unsecured
Creditors.  Robert J. Feinstein, Esq., Bruce Grohsgal, Esq., and
Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.

Before filing for bankruptcy, the Debtors initiated an orderly
wind-down process.  As a part of the wind-down process, the
Debtors ceased substantially all of their business and
terminated roughly 90% of their employees.  The Debtors continue
to manage the wind-down process in an attempt to deliver all
freight in their system and to retrieve their assets.

When the Debtors sought protection from their creditors, they
estimated assets and debts between $50 million and $100 million.
At Oct. 31, 2010, the Debtor had total assets of $424,567, total
liabilities of $12.2 million, and a stockholders' deficit of
$11.8 million.  The Debtor ended the period with $362,104 in cash,
which includes restricted cash of $66,977.


KEEN EQUITIES: Investors Raising $1MM to Pay Taxes, etc.
--------------------------------------------------------
Chris McKenna, writing for the Times Herald-Record, reports that
the investor group that owns Keen Equities said they're cobbling
together $1 million to pay taxes they owe, resume mortgage
payments and pursue new development plans for the property.

The report notes the owners of Keen Equities, which acquired the
851-acre former Lake Anne County Club, owe $6.5 million to the
family that sold it to them and $300,000 in unpaid property taxes.
Keen Equities filed for Chapter 11 bankruptcy case in November to
halt foreclosure.

According to the report, the 12 "equity holders" of Keen Equities
say in court papers that they bought the sprawling property in
Blooming Grove for $15 million in 2006 to build "multi-family
housing to accommodate the growing needs of the Satmar Community
in Kiryas Joel."  The deal was financed with a $10 million
mortgage from the Greene family, longtime owners of the defunct
resort.

According to the report, the Greenes filed for foreclosure in
January 2011, after Keen Equities defaulted on payments.  By the
time the buyers petitioned for bankruptcy protection in November
2013, only $3.9 million of the original $10 million loan had yet
to be paid, but interest and other charges ballooned the debt to
$6.5 million, court papers indicate.  The investor group said they
intend to meet "with the Town and attempt to work constructively
on a consensual development plan."

Keen Equities, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 13-46782) on Nov. 12, 2013.  The petition was signed by
Y.C. Rubin as manager.  The Debtor disclosed total assets of $15.1
million and total liabilities of $6.84 million.  Judge Nancy
Hershey Lord presides over the case.  Goldberg Weprin Finkel
Goldstein LLP serves as the Debtor's counsel.


KEYWELL LLC: Continental Casualty May Pay Defense Cost
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
entered an order vacating the automatic stay in the Chapter 11
case of Keywell LLC to allow Continental Casualty Company to
advance and pay the defense cost related to these lawsuits:

   * Cozzi O' Brien Recycling and Cozzi Partners, LLC vs Keywell
     LLC, and  Michael Rosenberg, pending in the Circuit Court
     of Cook County, Illinois;

   * SOS Metals, Inc. vs Philip Rosenberg, Keywell LLC and
     Does 1 through 50, pending in the superior Court of the
     state of California for the County of Los Angeles.

The request for stay relief was filed by Michael Rosenberg and
Philip Rosenberg.  The defense costs were under the management
liability insurance policy issued by Continental to the Debtor in
connection with several pending lawsuits against management and
the Debtor.

                        About Keywell L.L.C.

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

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

Judge Eugene R. Wedoff presides over the case.

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

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

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

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


KEYWELL LLC: Taps Rust Omni as Claims and Noticing Agent
--------------------------------------------------------
Keywell L.L.C. asks for permission from the Hon. Eugene R. Wedoff
of the U.S. Bankruptcy Court for the Northern District of Illinois
to employ Rust Consulting Omni Bankruptcy as claims and noticing
agent.

The Debtor requires Rust Omni to:

   (a) serve as the Court's notice agent to mail certain notices
       to the Debtor's creditors and other parties-in-interest;

   (b) provide computerized claims, objection and balloting
       database services;

   (c) provide expertise, consultation, and assistance in claim
       and ballot processing, if appropriate; and

   (d) provide expertise and assistance with disseminating
       information about this Chapter 11 case to creditors and
       other parties-in-interest.

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

Brian Osborne, president of Rust Omni, 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 Northern District of Illinois will hold a hearing on the
application today, Feb. 12, 2014, at 9:30 a.m.

Rust Omni can be reached at:

       Brian Osborne
       RUST CONSULTING OMNI BANKRUPTCY
       5955 De Soto Ave Ste 100
       Woodland Hills, CA 91367-5100
       Tel: (818) 906-8300
       Fax: (818) 704-0415
       E-mail: bosborne@omnimgt.com

                     About Keywell L.L.C.

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

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

Judge Eugene R. Wedoff presides over the case.

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

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

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

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


KRONOS WORLDWIDE: Fitch Rates New $275MM Secured Term Loan 'BB-'
----------------------------------------------------------------
Fitch Ratings rates Kronos Worldwide's proposed $275 million, six-
year, senior secured term loan 'BB-'. The Rating Outlook is
Negative. The facility is to benefit from upstream guarantees and
is to be secured by equity interests, intercompany loans and a
second lien in domestic accounts receivable and inventory. The
facility is not expected to have maintenance financial covenants.
Proceeds are to be used to repay the Contran term loan and for
general corporate purposes.

The Negative Rating Outlook reflects weaker than expected earnings
in 2013 and the possibility of weak operating cash flows for 2014.
Fitch had expected operating EBITDA of at least $75 million for
the year compared to preliminary 2013 adjusted EBITDA loss of $38
million.

Key Ratings Drivers:

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

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

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

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

The company announced that its average TiO2 selling prices in the
fourth quarter of 2013 are expected to be 1% higher than the third
quarter of 2013 but 10% lower than the fourth quarter of 2012.

Expectations:
Fitch expects capital expenditures and dividends to aggregate $135
million per annum. Scheduled debt maturities through 2020 are
expected to be largely comprised of the $2.75 million per annum
due under the new term loan. Fitch expects maximum borrowings of
$300 million.

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

Adequate Liquidity:
At Sept. 30, 2013, cash on hand aggregated $59.8 million the bulk
of which was held by non-U.S. subsidiaries. This amount is
expected to increase by at least $50 million after the closing of
the term loan.

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

The EUR120 million revolver at Kronos International is secured by
the accounts receivable and inventory of the borrowers (operating
subsidiaries). The facility currently expires in September 2017
and has a net secured debt to EBITDA maximum of 0.7x and net debt
to equity minimum of 0.50 to 1 which is calculated at the
operating subsidiary level. At Sept. 30, 2013, the facility was
undrawn. The facility tends to be drawn seasonally with borrowings
repaid in the third quarter.

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

The new term loan is expected to amortizes quarterly at 0.25% or
$2.75 million per year.

Rating Sensitivities:

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

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

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

-- Diversification of earnings from TiO2.

Fitch currently rates Kronos Worldwide, Inc. as follows:

-- Issuer Default Rating (IDR) 'BB-';
-- ABL revolver 'BB+'; and
-- Senior secured term loan 'BB-'.

Fitch currently rates Kronos International, Inc.as follows:

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

The Rating Outlook is Negative.


LABORATORY PARTNERS: Protections for Stalking Horse Bidder OK'd
---------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware approved the bid protections for Laboratory
Corporation of America Holdings as the stalking horse bidder for
the Debtors' "Talon Division."

The Talon Division refers to the clinical laboratory and anatomic
pathology services to (i) physicians, physician officers and
medical groups (the "PO Division") in Indiana, Illinois, and (ii)
Union Hospital, Inc., in Terre Haute and Clinton, Indiana (the "UH
Division" and, together with the PO Division, the "Talon
Division").

LabCorp will set the the floor at $10.5 million.

As bid protections, the Debtors will pay to LabCorp (a) a break-up
fee in the amount of $300,000 paid from the proceeds of the sale
to the Successful Bidder, if the Successful Bidder is not LabCorp;
(b) a minimum initial overbid increment of the Break-Up Fee plus
an additional $100,000 over the Purchase Price; (c) a minimum
subsequent bid increment of $50,000, which may be waived by
LabCorp at any time in its sole discretion; (d) a requirement that
LabCorp and its legal counsel promptly receive copies of any
potential qualifying competing bids following the time the Debtors
receive notice of the bids as required by the Bidding Procedures
Order; and (e) a requirement that any potential bidder agrees, as
part of its bid submission, to be a backup bidder according to the
terms of the Bidding Procedures Order.

Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that the U.S. Department of Health and Human Services is objecting
to the sale of clinical laboratory operator MedLab, saying it
violates regulations that protect patients' privacy.

                     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.


LEIPZIG LIVING TRUST: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Leipzig Living Trust
                c/o Kirk Leipzig
                1 Burton Hills Blvd., Suite 120
                Nashville, TN 37215

Case Number: 14-00953

Involuntary Chapter 11 Petition Date: February 10, 2014

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Hon. Randal S. Mashburn

Petitioner's Counsel: Scott D Johannessen, Esq.
                      LAW OFFICES OF SCOTT D. JOHANNESSEN
                      3200 West End Avenue Suite 500
                      Nashville, TN 37203
                      Email: scott@sdjnet.com

Alleged Debtor's petitioner:

Petitioners                    Nature of Claim    Claim Amount
-----------                    ---------------    ------------
Anarion Investments LLC        Purchase option,   In excess of
3200 West End Avenue,          fees, and costs    $50,000
Suite 500
Nashville, TN 37203
877-863-5400


LOCATION BASED TECHNOLOGIES: Dave Meyers Quits From Board
---------------------------------------------------------
Dave Meyers has resigned from the Board of Directors of Location
Based Technologies, Inc.  Mr. Meyers served on the Company's Board
since October 2011 and was a member of the Compensation and
Governance and Nominating Committees and was chair of the Audit
Committee.

Mr. Meyers has taken a position as Del Monte Foods, Inc's chief
financial officer, which will prohibit him from continuing to
serve in his capacity as a Location Based Technologies Board
Member.

                About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

The Company incurred a net loss of $11.04 million for the year
ended Aug. 31, 2013, as compared with a net loss of $7.96 million
for the year ended Aug. 31, 2012.  The Company's balance sheet at
Nov. 30, 2013, showed $2.83 million in total assets, $10.27
million in total liabilities and a $7.43 million total
stockholders' deficit.

Comiskey & Company, the Company's independent registered public
accounting firm, issued a "going concern" qualification on the
consolidated financial statements for the year ended Aug. 31,
2013.  The independent auditors noted that the Company has
incurred recurring losses since inception and has accumulated
deficit in excess of $45 million.  There is no establised sales
history for the Company's products, which are new to the
marketplace, the auditors added.

                        Bankruptcy Warning

The Company said it remains obligated under a significant amount
of notes payable, and Silicon Valley Bank has been granted
security interests in the Company's assets.

"If we are unable to pay these or other obligations, the creditors
could take action to enforce their rights, including foreclosing
on their security interests, and we could be forced into
liquidation and dissolution.  We are also delinquent on a number
of our accounts payable.  Our creditors may be able to force us
into involuntary bankruptcy," the Company said in the 2013 Annual
Report.


LONG ISLAND COLLEGE HOSPITAL: Sale Process Suspended
----------------------------------------------------
Daniel Geiger, writing for Crain's New York Business reported on
Sunday that talks late last week broke down to settle a lawsuit
that has barred SUNY Downstate Medical Center from selling Long
Island College Hospital.  This has cast doubt on whether SUNY
could sell LICH to one of four bidders seeking to redevelop it
into medical facilities and affordable housing.

According to Crain's, if a settlement can't be reached by today,
Feb. 11, SUNY Downstate, the state-owned medical school and
hospital operator, will have to defend itself in state Supreme
Court in a case presided over by a former labor-union attorney,
Judge Johnny Lee Baynes, who has blocked SUNY from selling the
complex for the past year.

According to the report, SUNY officials have identified four
potential buyers for a final round of bidding on Feb. 3.  Three of
those bidders have proposed to turn the hospital into a mix of
condos and medical offices, but none offered to preserve a full-
service hospital, a demand that opponents of the closure have made
a condition for settling their lawsuits.

The report also notes SUNY officials said LICH, a small community
hospital with about 1,400 employees, has accrued about $500
million in liabilities -- and has lost more than $100 million
since July, when then-mayoral candidate Bill de Blasio got
arrested for protesting the hospital's attempted closure.

According to Crain's, a sale of LICH could reap $280 million,
would only partially recoup SUNY's losses.  The university system
will likely be left with a deficit of more than $200 million that
state officials say could require the university to hike tuition
and could put SUNY's flagship medical facility, University
Hospital of Brooklyn, in jeopardy.

In an earlier report on Thursday, Crain's Mr. Geiger said SUNY
officials alerted the field of prospective buyers on the evening
of Feb. 5 that a planned final presentation they were to give to
SUNY Downstate's board of trustees the following day (Feb. 6)
would be delayed to a yet-to-be-determined time.

According to that report, SUNY Downstate had requested that final
and best offers for LICH be submitted by Feb. 3.  The initial plan
was to have respondents give presentations detailing their bids in
front of SUNY Downstate's trustees Thursday, with a decision by
the board as soon as Feb. 7.

Thursday's Crain's report said five bidders were selected to
participate in the last round:

     -- developer Don Peebles;
     -- a partnership between Brooklyn Hospital and the
        Related Cos.;
     -- a partnership between Fortis Property Group and
        NYU Langone Medical Center;
     -- Brisa Builders and Joe Chetrit; and
     -- a group called the Chinese Community Accountable Care
        Organization.

Sunday's Crain's report also noted that Brooklyn Borough President
Eric Adams suggested that New York State Comptroller Thomas
DiNapoli's office, which audited SUNY Downstate in 2013,
investigate SUNY's decision to buy LICH, as well as how a $135
million endowment was drained by Continuum Health Partners, former
owner of LICH.


LIME ENERGY: Raises $2MM From Sale of Conv. Preferred Stock
-----------------------------------------------------------
Lime Energy Co. entered into a Preferred Stock and Warrant
Purchase Agreement with Greener Capital Partners Fund II, L.P., in
which Lime agreed to sell Greener Capital 200,000 shares of its
Series B Convertible Preferred Stock and warrants to purchase
282,686 shares of the Lime's common stock at $2.83 per shares, for
a total purchase price of $2 million.

"Lime Energy is focused on one of the fastest growing segments of
the clean energy industry, small business energy efficiency, and
we are thrilled to have the support of Greener Capital," said Adam
Procell, president & CEO of Lime Energy.  "This investment further
strengthens our balance sheet and brings to $6 million the re-
capitalization of our business over the last month.  These
resources should help to expand our business to meet increasing
demand from existing clients during 2014."

Lime Energy is providing their award-winning, performance-based
direct install energy efficiency model to some of the nation's
largest utilities, including Duke Energy, AEP, National Grid,
Northeast utilities and PSE&G.  In the last nine years, the
utility ratepayer-funded energy efficiency program market has
grown tremendously.  Utilities have struggled to engage their
small business customers and get them to participate in these
programs, but with over 25 years of experience with this market
segment, Lime focuses solely on helping their utility clients to
reach these small businesses.

The Preferred Shares purchased by Greener Capital are entitled to
an accruing dividend of 12.5 percent per annum of their original
issue price, payable semi-annually in arrears.  Those dividends
will be paid in additional shares of Series B Preferred Stock at
the original issue price or, at the sole discretion of the
Company's board of directors, in cash.

The Preferred Shares may be converted, at any time following the
approval of that conversion by the Company's stockholders, at the
election of the holder of those shares, into shares of the
Company's common stock at a conversion price equal to $2.83 per
share.

The Purchase Agreement requires that the transaction close no
later than Feb. 21, 2014.  Greener Capital has informed the
Company that it anticipates it will be prepared to close during
the week of Feb. 7, 2014.

Additional information is available for free at:

                         http://is.gd/hPgqht

                          About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

Lime Energy disclosed in regulatory filings in July 2013 it is in
discussions with PNC Bank about entering into a forbearance
agreement in which they would agree not to accelerate a loan for a
period of time while the Company attempts to correct the gas flow
issue and sell its landfill-gas facility.  The bank is considering
the Company's request.

As of Sept. 30, 2013, the Company had $33.15 million in total
assets, $26.70 million in total liabilities and $6.45 million in
total stockholders' equity.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $12.58 million.  The Company incurred a net loss of
$31.81 million in 2012 as compared with a net loss of $18.93
million in 2011.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses and negative cash flow from operations
that raise substantial doubt about its ability to continue as a
going concern.


MARTIFER SOLAR: Section 341(a) Meeting Scheduled for Feb. 27
------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Martifer Solar USA,
Inc., et al., on Feb. 27, 2014, at 1:00 p.m.  The meeting will be
held at 341s - Foley Bldg, Rm 1500.

The deadline to file proofs of claim is March 28, 2014.

Martifer Solar USA, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D. Nev. Case No. 14-10357) in Las Vegas on Jan. 21, 2014.
The Los Angeles, California-based company estimated $10 million to
$50 million in assets and liabilities.

The Debtor has tapped Brett A. Axelrod, Esq., and Micaela Rustia
Moore, Esq., at Fox Rothschild LLP, in Las Vegas, as counsel, and
Armory Consulting Co. as restructuring and financial advisor.


MERITOR INC: Fitch Rates Proposed $225MM Unsecured Notes 'B-/RR5'
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B-/RR5' to Meritor, Inc.'s
(MTOR) proposed $225 million in senior unsecured notes due 2024.
MTOR's Issuer Default Rating (IDR) is 'B' and the Rating Outlook
is Stable.

The proposed notes will be guaranteed on an unsecured basis by
each of MTOR's current and future subsidiaries that also guarantee
the company's secured credit facility. MTOR intends to use
proceeds from the new notes to redeem its remaining secured term
loan debt, as well as fund the redemption of a portion of its 10
5/8% senior unsecured notes. As of Dec. 29, 2013, $41 million in
borrowings remained outstanding on the term loan and the principal
balance of the 10 5/8% notes was $250 million.

Key Rating Drivers

MTOR's ratings reflect the company's relatively strong market
position as a supplier of axles and brakes to the highly cyclical
capital goods sector. Although credit protection metrics have
weakened over the past two years as the global truck and
industrial equipment markets have slumped, the work that MTOR has
undertaken to improve its profitability has begun to show results.
However, despite this improvement, MTOR's margins remain
relatively low for the capital goods industry. Looking ahead, the
company's M2016 strategy has laid the foundation for a number of
initiatives that could improve MTOR's financial flexibility over
the next two years by increasing sales, growing margins, and
reducing balance sheet obligations.

The rating of 'B-/RR5' on MTOR's senior unsecured notes reflects
Fitch's expectation that recovery would be below average, in the
10% to 30% range, in a distressed scenario. This lower level of
expected recovery is due, in part, to the substantial amount of
higher-priority secured debt in MTOR's capital structure,
including the potential for full draws on both its secured
revolver and its U.S. accounts receivable securitization facility.

Despite weak market conditions, MTOR continues to have solid
financial flexibility. The company's liquidity position at Dec.
29, 2013 included $300 million in cash and cash equivalents, full
availability of $429 million on its secured revolver (although
availability stepped down to $415 million in January 2014 when one
bank's commitments expired), and a full $100 million of
availability on its receivables securitization facility. Cash
obligations tied to debt maturities are minimal until FY2015, when
$84 million in notes comes due.

Free cash flow (FCF) in the 12 months ended Dec. 29, 2013 was
($60) million, but this included $54 million in voluntary pension
contributions and $33 million in cash taxes tied to the sale of
the company's 50% interest in its Suspensys Sistemas Automotivos
Ltda. (Suspensys) joint venture. FCF in FY2014 is likely to be
pressured by continued market weakness, but it is likely to be
substantially improved from FY2013. Notably, following the
voluntary pension contributions made in FY2013, MTOR is not
expected to have any required contributions to its U.S. qualified
and U.K. pension plans in FY2014.

As of Dec. 29, 2013, the face value of MTOR's debt stood at $1.2
billion. Fitch-calculated EBITDA in the 12 months ended Dec. 29,
2013 was $227 million, leading to Fitch-calculated leverage
(debt/Fitch-calculated EBITDA) of 5.2x. EBITDA interest coverage
was 1.8x. Fitch expects MTOR's credit protection metrics to
improve modestly in FY2014 on a slight EBITDA increase, as margins
grow on roughly flat revenue. The de-levering objective in the
M2016 plan suggests that the company will look for additional
opportunities to reduce its debt over the next three years.

RATING SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

-- A decline in leverage to below 4.0x for a sustained period;

-- An ability to produce positive free cash flow on a consistent
    basis;

-- An increase in margins as a result of restructuring actions.

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

-- A material further deterioration in the global commercial
    truck or industrial equipment markets;
-- An extended period of negative operating cash flow that
    substantially reduces the company's liquidity;

-- An unexpected acquisition that leads to an increase in
    leverage;

-- An increase in debt to fund shareholder-friendly activities.


MERITOR INC: S&P Affirms 'B' CCR & Rates $225MM Sr. Notes 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Troy, Mich.-based Meritor Inc.  The
outlook is stable.  At the same time, S&P assigned its 'B-' issue-
level rating to the company's proposed $225 million 10-year senior
unsecured notes, with a recovery rating of '5', which indicates
that lenders could expect modest (10%-30%) recovery in the event
of a payment default.

S&P's affirmation reflects its view that Meritor's free operating
cash flow could return to positive territory for fiscal year
ending September 2014, though it will likely remain nominal,
following some deleveraging as a result of the proposed
refinancing and gradually improving operating performance.

The outlook is stable.  The company continues to gradually improve
its operating performance, and this transaction will slightly
reduce debt leverage.  S&P believes Meritor's free operating cash
flow could turn positive in fiscal 2014, but it will likely remain
nominal.

S&P could lower its rating on Meritor in the next 12 months if the
commercial-truck and industrial demand falters instead of
remaining flat, or gradually recovering.  For example, a downgrade
could occur if Meritor uses more than $100 million in free
operating cash flow or leverage exceeds 6x, and S&P don't expect
near-term improvement.  This could occur if gross margins fall
below 10% in fiscal 2014.

Although unlikely during the year ahead, largely because of
expected industry trends, S&P could raise the rating if adjusted
debt to EBITDA is 4x-5x on a sustained basis along with
consistently positive free operating cash flow.  This could occur
if global commercial-vehicle demand began to pick up around the
world.


MF GLOBAL: CME Settles Lawsuit for $14.5 Million
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that CME Group Inc. and its Chicago Mercantile Exchange
Inc. unit agreed to pay $14.5 million to settle lawsuits filed on
behalf of customers of MF Global Holdings Ltd., the defunct
futures broker once led by Jon Corzine.

According to the report, the settlement "is a tremendous result
for investors everywhere in terms of the monetary resolution and
the fact that CME has been held accountable," Andrew Entwistle, a
lawyer for MF Global customers, said in an interview. The
customers alleged CME failed to properly supervise MF Global.

In a prior accord, CME got an approved secured claim against MF
Global of $29 million on collateral to secure indemnities, the
report related.  The new accord calls for CME to turn over half
its recovery on the claim to MF Global customers whose money was
lost when $1.6 billion of segregated funds couldn't be located at
the outset of bankruptcy.

Entwistle, of Entwistle & Cappucci LLP in New York, asked U.S.
District Judge Victor Marrero to approve the settlement by March
14, a rapid turnaround that will allow brokerage trustee James
Giddens to include the $14.5 million in a distribution that was
approved on Dec. 20, the report further related.

With the CME settlement, Giddens can use less of general estate
funds to cover full payment to customers, as required in a
separate settlement with regulators, the report added.  CME said
in a statement that it's pleased the agreement "helps customers
finally recover the balance of their property."

The suit in Judge Marrero's court is In re MF Global Holdings Ltd.
Securities Litigation, 11-cv-7866, U.S. District Court, Southern
District of New York.

                        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.


MI PUEBLO: Has Interim OK to Use Cash Collateral Until Feb. 23
--------------------------------------------------------------
Mi Pueblo San Jose, Inc., has obtained interim authorization from
the Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California to use cash collateral of Wells
Fargo Bank, N.A., until Feb. 23, 2014.

A copy of the budget is available for free at:

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

The Debtor will pay the Bank a further adequate protection payment
in the amount equal to the sum of (i) the monthly payment of
principal and interest at the non-default rate that will be due
and owing by the Debtor to the Bank pursuant to the term note on
that payment date; (ii) the monthly payment of interest at the
non-default rate that will be due and owing by the Debtor to the
Bank pursuant to the revolving reducing note on that payment date;
and (iii) the monthly payment required to be paid by the Debtor to
the Bank pursuant to the swap documents on that payment date.

A further interim hearing on the Debtor's cash collateral use will
be held on Feb. 21, 2014, at 3:15 p.m.

                    About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53893) in San Jose, California, on July 22, 2013.
An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MI PUEBLO: May Enter Into Lease Decision Stipulations
-----------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California has authorized Mi Pueblo San Jose,
Inc., to enter into stipulations to extend the deadline for the
Debtor to assume or reject certain unexpired leases of
nonresidential real property for up to 120 days from the current
deadline.

As reported by the Troubled Company Reporter on Jan. 29, 2014, the
current deadline for the assumption or rejection of unexpired
leases is Feb. 17, 2014.

At least 30 calendar days prior to the expiration of an agreed
upon extension with a lessor, the Debtor will notify that Wells
Fargo Bank, National Association, in writing of its intention to
enter into further Stipulations and the time period for which the
further stipulations will cover, and in the event the Bank
notifies the Debtor seven calendar days after its receipt of the
notice that Bank opposes further extensions, the Debtor will file
a motion with the Court for further authority to enter into
further stipulations.

The Debtor said in a court filing dated Jan. 27, 2014, that the
Bank's opposition "expresses one concern about the Debtor's
motion.  That is that somehow Mi Pueblo will be able to obtain
open ended extensions from its landlords that amount to a 'blank
check' for unlimited extensions.  Mi Pueblo submits that it and
the landlords, in the normal course of their business judgment,
will negotiate reasonable extensions depending on the
circumstances of each location, the progress in the Chapter 11
cases, and the desires of the parties.  Notably, not a single
landlord or other party in interest objected to the motion."

The Debtor stated that due to the urgency and importance of this
matter, the Debtor has made contact with all of its landlords
requesting the 120 day extension.  The Debtor already has obtained
numerous consents to 120 day extensions through signed
stipulations that will be filed with the Court upon resolution of
the motion.  "To require the Debtor to go back to all of the
landlords, and especially those that have already agreed to a 120
day extension, to change the extension for a mere difference of 30
days is wasteful and unnecessary.  In the Debtor's view, 120 days
is a reasonable time for it to implement its exit strategy or at
least be far enough along with that strategy to know whether
further extensions are needed," the Debtor said.

                    About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53893) in San Jose, California, on July 22, 2013.
An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MISSION NEWENERGY: Had A$1.7 Million in Cash at Dec. 31
-------------------------------------------------------
Mission NewEnergy Limited filed with the U.S. Securities and
Exchange Commission a quarterly report for the purpose of
informing the market on how the Company's activities have been
financed for the past quarter and the effect on its cash position.

The Company disclosed that it has A$7.24 million available under
its loan facilities.

For the quarter ended Dec. 31, 2013, Mission NewEnergy had
A$597,000 of receipts from customers.

At the beginning of the quarter, Mission NewEnergy had A$5.92
million in cash.  At Dec. 31, 2013, the Company's cash decreased
by A$4.20 million.

A copy of the Report is available for free at:

                        http://is.gd/Mo0xZH

                      About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Mission NewEnergy disclosed net profit of A$10.05 million on
A$8.41 million of total revenue for the year ended June 30, 2013,
as compared with a net loss of A$6.19 million on A$38.20 million
of total revenue during the prior fiscal year.

The Company's balance sheet at June 30, 2013, showed A$20.10
million in total assets, A$32.60 million in total liabilities and
a A$12.50 million total deficiency.

BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million.  These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.


MONARCH COMMUNITY: Incurs $446,000 Net Loss in Fourth Quarter
-------------------------------------------------------------
In a press release dated Jan. 30, 2014, Monarch Community Bancorp,
Inc., reported a net loss available to common stock of $446,000 on
$1.75 million of interest income for the quarter ended Dec. 31,
2013, as compared with net income available to common stock of
$747,000 on $2.02 million of interest income for the same quarter
a year ago.

For the year ended Dec. 31, 2013, the Company incurred a net loss
available to common stock of $2.55 million on $7.37 million of
interest income as compared with a net loss available to common
stock of $741,000 on $8.63 million of interest income during the
prior year.

The Company's balance sheet at Dec. 31, 2013, showed
$171.05 million in total assets, $151.33 million in total
liabilities, and $19.72 million in stockholders' equity.

"The successful completion of the $16.5 million capital raise, the
retirement of our TARP obligations at a significant (55%)
discount, and the continued reduction in non-performing assets
were highlights of the quarter," stated Richard J. DeVries,
president and CEO of Monarch Community Bank and Monarch Community
Bancorp, Inc.  "With the new capital in place, our focus in 2014
will be the growth of our business and a return to profitability.
The staff reductions in 2013, combined with the growing momentum
in both our commercial and residential lending areas, will assist
us in this endeavor."

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

                        http://is.gd/52Afux

On Jan. 31, 2014, Monarch Community issued a correction to its
fourth quarter 2013 earnings announcement released on Jan. 30,
2014.

In the Monarch Community Bancorp, Inc., Condensed Statement of
Income (Unaudited) for the years ending Dec. 31, 2013, and 2012
table included in the release, the Basic and Diluted Earnings Per
Share for the year ended Dec. 31, 2012, is reported as $(0.37) per
share.  The $(0.37) per share does not reflect Monarch's one for
five reverse stock split which was effective May 28, 2013.  As was
reported in the body of the release, the correct Basic and Diluted
Earnings Per Share for the year ended Dec. 31, 2012 (after giving
effect to the reverse split) should be reported as $(1.85) per
share.

                       About Monarch Community

Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association.  The Bank converted
to a stock savings institution effective Aug. 29, 2002.  In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.

Plante & Moran, PLLC, in Auburn Hills, Michigan, expressed
substantial doubt about Monarch Community's ability to continue as
a going concern.  The independent auditors noted that the
Corporation has suffered recurring losses from operations and as
of Dec. 31, 2011, did not meet the minimum capital requirements as
established by the regulators.

The Corporation reported a net loss of $353,000 on $6.8 million of
net interest income (before provision for loan losses) in 2011,
compared with a net loss of $10.9 million on $7.5 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $4.0 million for 2011, compared with
$3.7 million for 2010.


MONTREAL MAINE: Trustee Sues World Fuel Over Train Derailment
-------------------------------------------------------------
Robert J. Keach, in his capacity as Chapter 11 trustee for
Montreal, Maine & Atlantic Railway, Ltd., sued World Fuel Services
Corporation, World Fuel Services, Inc., and Western Petroleum
Company, arising out of the derailment of a freight train
transporting 72 tank cars loaded with crude oil in Lac-Megantic,
Quebec, on July 6, 2013.

MMAR and its Canadian subsidiary, Montreal Maine & Atlantic Canada
Co. were the operators of the train at the time of the derailment.
The train's cargo of crude oil was owned by WFSI.  WFSI and its
affiliates arranged for its transport by rail from New Town, North
Dakota to an oil refinery in Saint John, New Brunswick.

According to Mr. Keach, the Defendants representations that the
crude oil inside the train was of low danger were false.  On the
contrary, tests conducted after the derailment have confirmed that
the crude oil had a dangerously low flash point and was highly
volatile.  Had the Defendants properly classified, identified, and
labelled the train's crude oil cargo, MMAR could and would have
taken steps that would have avoided the derailment, Mr. Keach
asserted.

Mr. Keach said that at the time of the derailment, MMAR was a
going-concern business, which had recently experienced substantial
growth in both revenues and profits.  The derailment precipitated
the MMAR's Chapter 11 filing, Mr. Keach alleged.

As a result of the derailment, MMAR's business was effectively
destroyed and it was named a defendant in a number of civil
actions brought by the representatives and administrators of the
estates of deceased victims of the derailment in both the Circuit
Court of Cook County, Illinois, and a class action petition
brought by representatives and administrators of the estates of
the deceased victims of the derailment in the Superior Court of
the Province of Quebec (Canada), District of Megantic.

Moreover, MMAR and MMA Canada have been named as respondents by
the government of Quebec (Canada) of a lawsuit which seek to hold
the two companies responsible for the costs and remediation of the
environmental damage caused by the derailment.

Through the complaint, Mr. Keach, without citing a specific
amount, seeks to recover damages from the Defendants for the
injuries it suffered as a result of the Defendants'
misrepresentations.  Mr. Keach also asked the U.S. Bankruptcy
Court for the District of Maine to disallow Claim Nos. 28, 29, 30,
31, and 32 filed by the Defendants, arguing that MMAR is not
liable for any amount, whether based on subrogation,
indemnification, contribution, reimbursement, or otherwise.

The claims "are without merit and we intend to vigorously defend
against them," Miami-based World Fuel said in an e-mailed
statement to Bloomberg News.

The trustee also said in an e-mail to Bloomberg that he's
"examining all potential causes of action." He said he hasn't made
"any final determinations at this time."

The Trustee is represented by Michael A. Fagone, Esq., and Paul
McDonald, Esq., at BERNSTEIN SHUR, in Portland, Maine.

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.
Development Specialists, Inc., serves as the Chapter 11 trustee's
financial advisor.  Gordian Group, LLC, serves as the Chapter 11
Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.

The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75 percent of the $25 million
in available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25 percent would be earmarked for claimants seeking
compensation for property that was damaged when much of the town
burned.  Former U.S. Senator George Mitchell, a Democrat who
represented Maine in the U.S. Senate from 1980 to 1995 and who is
now chairman emeritus of law firm DLA Piper LLP, would administer
the plan and lead the effort to wrap up MM&A's Chapter 11
bankruptcy.


MONTREAL MAINE: March 12 Hearing Set for Claimants' Plan Outline
----------------------------------------------------------------
A hearing to consider approval of the disclosure statement
explaining the plan proposed by the estates of Marie Alliance, et
al., is scheduled for March 12, 2014, at 10:00 AM.  Objections to
the disclosure statement are due by Feb. 28.

As previously reported by The Troubled Company Reporter, a group
of holders of wrongful death claims filed the plan, which provides
for the insurer to settle, or else to turn over a portion of the
policy proceeds to the MMA's bankruptcy estate.  Insurance
coverage of at least $25 million is available, and negotiations
are continuing with the insurance company and other stakeholders.
The plan includes a split of insurance proceeds whereby 75% would
be distributed to claims for wrongful death and personal injury
claims, which would be paid through the Chapter 11 case, and 25%
would be distributed to property damage claimants through the
Canadian insolvency proceeding of MMA's Canadian subsidiary.

A key element of the plan is the appointment of former U.S.
Senator George J. Mitchell as the Plan Fiduciary.

Robert J. Keach, the Chapter 11 Trustee for the Debtors, said in
an e-mail to Bloomberg News that the reorganization proposal is
"not a serious plan," is "facially non-confirmable" and "will go
nowhere."

"Mr. Keach has unfortunately embarked on a war against the
wrongful-death claimants," the report cited Daniel C. Cohn, of
Murtha Cullina LLP in Boston, who represents the claimants.

The proposal is "just a publicity stunt," Luc Despins of Paul
Hastings LLP in New York, a lawyer for the official victims'
committee, told Bloomberg in an interview. Despins said the
lawyers who wrote the plan have agreements giving them 40 percent
of client recoveries.

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.
Development Specialists, Inc., serves as the Chapter 11 trustee's
financial advisor.  Gordian Group, LLC, serves as the Chapter 11
Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.

The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75 percent of the $25 million
in available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25 percent would be earmarked for claimants seeking
compensation for property that was damaged when much of the town
burned.  Former U.S. Senator George Mitchell, a Democrat who
represented Maine in the U.S. Senate from 1980 to 1995 and who is
now chairman emeritus of law firm DLA Piper LLP, would administer
the plan and lead the effort to wrap up MM&A's Chapter 11
bankruptcy.


MONTREAL MAINE: Needs $1.8-Mil. More to Continue to Operate
-----------------------------------------------------------
Robert J. Keach, the Chapter 11 trustee in the Chapter 11 case of
Montreal Maine & Atlantic Railway, Ltd., asks the U.S. Bankruptcy
Court for the District of Maine to approve an increase in the
availability under the line of credit entered into between the
Debtor and Camden National Bank by up to $1.8 million, resulting
in total availability of a maximum of $4.8 million.

According to the Chapter 11 Trustee, the New Loan is essential to
maximize the value of the distributions to creditors, including
priority creditors, by ensuring that the Debtor is able to
continue operating and to consummate the closing of the sale,
which will maximize the value of the Debtor's assets and its
estate for the benefit of those creditors.

The Chapter 11 Trustee seeks interim authorization for the Debtor
to obtain credit under the New Loan in the amount of $900,000,
saying that without the credit provided by the New Loan, the
Debtor could exhaust its cash reserves in the next couple of weeks
or less.

The commitment fee relating to the New Loan equals three points on
the amount of new availability arising under the financing, or
$54,000.  One additional point, or an additional $18,000, will be
added to the commitment fee in the event the New Loan is not paid
in full by June 15, 2014.  Interest on the New Loan will be 5.00%
per annum, payable monthly and the default rate will be 18.00% per
annum.

The maturity date of the New Loan will be Aug. 30, 2014.

Wheeling & Lake Erie Railway Company stated that it does not
object to the relief requested in the second borrowing motion
based on the representation of the Chapter 11 Trustee that the
collateral securing the proposed additional postpetition financing
to be provided to Camden is the same collateral that secures the
original financing provided by Camden.  Wheeling does object,
however, to the second borrowing motion insofar as the relief
requested in that motion was modified by the revised form of order
filed on Feb. 7, which revised FOO stated that the Chapter 11
Trustee proposes to provide the Federal Railroad Association a
lien, subject to Wheeling's interests, in and to the Debtors'
interest in the Traveler's Proceeds and the 45G Proceeds.
Wheeling, accordingly, asks the Court to deny the Second Borrowing
Motion insofar as it seeks to grant to FRA a security interest in
the Travelers' Proceeds or the 45G Proceeds, or any other
unencumbered asset of the estate.

The Chapter 11 Trustee is represented by Sam Anderson, Esq., and
Michael A. Fagone, Esq., BERNSTEIN, SHUR, SAWYER & NELSON, P.A.,
in Portland, Maine.

Wheeling is represented by George J. Marcus, Esq., David C.
Johnson, Esq., and Andrew C. Helman, at MARCUS, CLEGG & MISTRETTA,
P.A., in Portland, Maine.

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.
Development Specialists, Inc., serves as the Chapter 11 trustee's
financial advisor.  Gordian Group, LLC, serves as the Chapter 11
Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.

The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75 percent of the $25 million
in available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25 percent would be earmarked for claimants seeking
compensation for property that was damaged when much of the town
burned.  Former U.S. Senator George Mitchell, a Democrat who
represented Maine in the U.S. Senate from 1980 to 1995 and who is
now chairman emeritus of law firm DLA Piper LLP, would administer
the plan and lead the effort to wrap up MM&A's Chapter 11
bankruptcy.


MORGANS HOTEL: Brian Taylor Stake at 6.4% as of Dec. 31
-------------------------------------------------------
Brian Taylor and Pine River Capital Management L.P. disclosed in a
Schedule 13G filed with the U.S. Securities and Exchange
Commission that as of Dec. 31, 2013, they beneficially owned
2,141,019 shares of common stock of Morgans Hotel Group Co.
representing 6.4 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/VyE8qC

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.

The Company's balance sheet at Sept. 30, 2013, showed $572.83
million in total assets, $745.70 million in total liabilities,
$6.31 million in redeemable noncontrolling interest and
$179.18 million total deficit.


MORRIS WELDING: Files for Chapter 7 in Florida
----------------------------------------------
Morris Welding Inc. filed for liquidation under Chapter 7 of the
U.S. Bankruptcy Code on Jan. 28, 2014 in Belleview, Florida.  The
Debtor disclosed $0 in assets and $380,371 in liabilities.  Major
creditors are Community Bank & Trust of Florida and Ocala with
$355,371 claims.  The creditors' meeting is set for March 11,
2014.


NATIONAL VISION: S&P Puts 'B+' CCR on Watch Neg. Over KKR Buyout
----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B+'
corporate credit rating on National Vision Inc. on CreditWatch
with negative implications.

Concurrently, S&P placed its 'BB-' issue-level rating on the
company's $325 million senior secured facility on CreditWatch with
negative implications.  S&P's '2' recovery rating on this issue
remains unchanged.

"The rating action reflects our belief that credit protection
metrics will weaken considerably from current levels as a result
of KKR & Co.'s planned leveraged buyout of the company," said
credit analyst Mariola Borysiak.

S&P aims to resolve the CreditWatch as soon as possible, subject
to additional details of the proposed transaction.  If no
transaction occurs, S&P would expect to resolve the CreditWatch
based on the current management team's business strategy and
financial strategies.


NORANDA ALUMINUM: To Sell Securities Worth $465.3 Million
---------------------------------------------------------
Noranda Aluminum Holding Corporation, Noranda Aluminum Acquisition
Corporation and certain other subsidiaries may offer and sell from
time to time common stock, preferred stock, stock purchase
contracts, warrants, debt securities and guarantees of debt
securities for a proposed maximum aggregate offering price of
$350 million.

The common stock, preferred stock, stock purchase contracts,
warrants, debt securities and guarantees may be offered separately
or together, in multiple series, in amounts, at prices and on
terms that will be set forth in one or more prospectus supplements
to this prospectus.  Certain subsidiaries may fully and
unconditionally guarantee any debt securities that are issued.

In addition, up to 33,325,673 shares of the Company's common stock
may be offered and sold, from time to time, by Apollo and certain
of the Company's current and former executive officers, employees
and directors for a proposed aggregate offering price of
$115.3 million.  The Company will bear all costs, fees and
expenses in connection with the selling of stockholders'
securities.  The selling stockholders will pay all commissions and
discounts, if any, attributable to the sale or disposition of
their shares of the Company's common stock.  The Company will not
receive any proceeds from the sale of its common stock by the
selling stockholders.

Noranda Aluminum Holding Corporation's common stock is traded on
the New York Stock Exchange under the symbol "NOR."

A copy of the Form S-1 prospectus is available for free at:

                        http://is.gd/nHyHDV

                       About Noranda Aluminum

Noranda Aluminum Holding Corporation --
http://www.norandaaluminum.com/-- is a North American integrated
producer of value-added primary aluminum products, as well as high
quality rolled aluminum coils.  The Company has two businesses, an
upstream and downstream business.  The primary metals, or upstream
business, produced approximately 261,000 metric tons of primary
aluminum in 2008.  The rolling mills, or downstream business, are
one of the largest foil producers in North America and a major
producer of light gauge sheet products.  Noranda Aluminum Holding
Corporation is a private company owned by affiliates of Apollo
Management, L.P.

                            *     *     *

As reported by the TCR on Dec. 13, 2013, Moody's Investors Service
placed Noranda Aluminum Acquisition Corporation's B2 corporate
family rating under review for downgrade.  The review for
downgrade reflects Moody's view that Noranda's operating
performance will remain challenged by the slow and uneven recovery
affecting the aluminum markets and that a return to credit metrics
that are more appropriate for a B2 rating within the medium term
has become increasingly unlikely.

In the Feb. 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it affirmed its 'B' corporate credit rating
on Franklin, Tenn.-based Noranda Aluminum Holding Corp.  The
ratings on Noranda reflect the company's "vulnerable" business
risk profile and "aggressive" financial risk profile.


NPS PHARMACEUTICALS: Columbia Wanger No Longer 5% Shareholder
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Columbia Wanger Asset Management, LLC,
disclosed that as of Dec. 31, 2013, it beneficially owned less
than 5 percent of NPS Pharmaceuticals, Inc.'s outstanding common
stock.  Columbia Wanger previously held 6,099,600 common shares or
7 percent equity stake as of Feb. 28, 2013.  A copy of the
regulatory filing is available for free at http://is.gd/kXBl8S

                    About NPS Pharmaceuticals

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

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

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


POSITRON CORP: Hikes Authorized Series H Pref. Shares to 15-Mil.
----------------------------------------------------------------
Positron Corporation, on Nov. 6, 2013, amended the Statement of
Designation Establishing Series H Junior Convertible Preferred
Stock of Positron Corporation to increase the number of authorized
shares of Series H Preferred Stock from 10,000,000 shares to a
maximum of 15,000,000 shares.  There was no other amendment to the
rights and preferences of the Series H Preferred Stock.

                    About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.

Positron disclosed a net loss and comprehensive loss of $7.95
million in 2012, as compared with a net loss and comprehensive
loss of $6.12 million in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $2.47 million in total assets, $11.50
million in total liabilities and a $9.02 million total
stockholders' deficit.

Sassetti LLC, in Oak Park, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has a significant accumulated deficit which raises
substantial doubt about the Company's ability to continue as a
going concern.


RDL LOGISTICS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: RDL Logistics, LLC
        86280 Gene Lasserre Blvd.
        Yulee, FL 32097-3310

Case No.: 14-00606

Chapter 11 Petition Date: February 10, 2014

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

Judge: Hon. Paul M. Glenn

Debtor's Counsel: William B McDaniel, Esq.
                  BANKRUPTCY LAW FIRM OF LANSING J ROY, PA
                  1710 Shadowood Lane, Suite 210
                  Jacksonville, FL 32207
                  Tel: 904-391-0030
                  Fax: 904-391-0031
                  Email: court@lansingroy.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Livesay, managing member.

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


RESIDENTIAL CAPITAL: Defeats UST Bid to Block CRO's Success Fee
---------------------------------------------------------------
Bankruptcy Judge Martin Glenn authorized Residential Capital LLC
to pay a $2.0 million success fee to their Chief Restructuring
Officer, Lewis Kruger.

The Debtors previously filed with the Court a "Motion Pursuant to
Sections 105(a) and 363(b) of the Bankruptcy Code for an Order
Approving Amendment to Engagement Letter with Debtors Chief
Restructuring Officer, Lewis Kruger".  The Amendment to the
Engagement Letter explicitly provides for a success fee of $2.0
million, subject to a reasonableness determination under
Bankruptcy Code section 330.  The Amendment was approved by the
Court at a hearing on Oct. 9, 2013, without objection from any
party in interest, including the U.S. Trustee.

The Unsecured Creditors' Committee supports the payment of the
Success Fee.

The Debtors appointed Kruger as CRO on February 7, 2013, to assist
in their attempts to achieve a consensual chapter 11 plan and
negotiate with major creditor constituencies.  The issue of the
Success Fee was not taken up immediately upon Mr. Kruger's
retention approval. Instead, Mr. Kruger focused on the issues
surrounding the chapter 11 cases.

After the Debtors filed a Plan with the Court, Mr. Kruger and the
Debtors renewed discussions regarding the Success Fee.  The Board
of Directors requested that Mercer (US) Inc. and FTI Consulting,
Inc., each perform an analysis of success fees awarded to chief
restructuring officers in comparable bankruptcy cases.  Mercer and
FTI examined the structure, prevalence, and appropriateness of
success fees in those cases and presented their findings to the
Board.  Subsequently, the Board determined that a $2.0 million
Success Fee was reasonable and appropriate.  The Board's approval
of the Success Fee nevertheless remained subject to the Court's
approval of the fee under the section 330 reasonableness standard.

Mercer reviewed over 30 bankruptcy cases since 2005 where the
debtor retained restructuring professionals to act as CROs; in
five of those cases, the retained professionals also acted as CEO.
In 21 of those cases (approximately 66%), the professionals
received both a time-based compensation rate (either an hourly or
monthly rate) and a success fee.  The median value of the success
fee in the cases analyzed was $2 million, and the 75th percentile
was $3 million.  The proposed $2.0 million Success Fee falls at
the median of the sample.  Mercer's statistical analysis of
success fees found that a higher prepetition asset base roughly
correlates to a higher success fee.  The Mercer professionals also
considered that Kruger's perceived independence from AFI
accelerated the progress of the chapter 11 cases and that "even a
three month acceleration of the resolution of plan issues has
saved substantial costs in professional fees alone -- the total
professional fees for a recent quarter was just short of $100
million."  Finally, Mercer considered whether the size of the
engagement team and the duration of the engagement should impact
the size of the success fee and concluded that the success fee
should reflect the value of the contribution rather than the
number of people assigned to the engagement; in any event, Mercer
found that the empirical correlation between team size and success
fee was weaker than the link between asset size and success fee.

FTI examined 10 large bankruptcy cases in the Southern District of
New York in which a CRO was retained.  FTI considered that, by the
time Mr. Kruger was retained, the sale of the majority of the
Debtors' assets was substantially completed and that Mr. Kruger's
primary duties involved negotiating settlements of the Debtors'
significant liabilities.  Consequently, FTI considered the
correlation between the size of a success fee and the size of the
Debtors' liabilities at the time of filing.  The weighted average
success fee paid to CROs in the sample of cases in the Southern
District of New York is 0.02% of total liabilities at filing.

Using that metric and applying it to Residential Capital's $15.276
billion of liabilities at the time of filing, FTI found that a
success fee ranging from $2.5 million to $2.8 million was implied.
FTI further evaluated Mr. Kruger's enagement with the Debtors,
using the ResCap estate's Key Employee Incentive Program as a
baseline for analyzing Mr. Kruger's success fee.  The KEIP was
established to incentivize the Debtors' management by matching
compensation to increased creditor recoveries.  Though Mr. Kruger
was not compensated under the KEIP, FTI found that his role as an
intermediary in negotiating between multiple parties-in-interest
and having the estate's and creditors' interests in mind warranted
using the KEIP as a baseline to analyze a success fee.  AFI
ultimately contributed $2.1 billion to the global settlement.
Subtracting from that contribution the $750 million original
proposed AFI contribution (included in a prepetition plan support
agreement that was opposed by most creditor constituencies and was
not approved by the Court), the estate's recovery was enhanced by
$1.35 billion due to negotiations with AFI during the case.
Considering Mr. Kruger's role helping to achieve the $1.35 billion
enhanced recovery, and taking into account that Mr. Kruger cannot
take all of the credit for that enhancement, FTI determined that a
success fee of approximately $2.228 million was appropriate using
the KEIP as a guideline.

The U.S. Trustee objects to the timing of the Motion, arguing that
the hearing on Mr. Kruger's Success Fee should be postponed to a
later date because the Success Fee is subject to the same
reasonableness standard under section 330 as the final fee
applications of other estate professionals and would be better
addressed concurrently with those applications (not yet
scheduled), and the parties-in-interest have not been given enough
time to fully examine the reasonableness of the requested Success
Fee.

Alternatively, the U.S. Trustee argues that the Debtors have not
met their burden of establishing the reasonableness of the Success
Fee under section 330 of the Bankruptcy Code because: (1) awarding
the Success Fee would result in "an exceptionally high hourly
rate" of over $2,300 per hour, and the Debtors did not address the
reasonableness of the high hourly rate in the Motion; (2) Mr.
Kruger's monthly fee statements do not support the Debtors'
contention that he was serving in the capacity of CEO but rather
suggest that he engaged in "work more commonly performed by a
bankruptcy attorney and not a company executive or a crisis
manager;" and (3) the cases cited by the Debtors to support the
high Success Fee award are not analogous to Mr. Kruger's situation
because the CRO in each of those cases involved awards to firms,
not individuals.

According to Judge Glenn, the Debtors' Board was fully informed
and exercised appropriate business judgment in setting the amount
of the Kruger Success Fee.  Additionally, applying the
reasonableness standard under section 330 of the Bankruptcy Code,
the Court held that the Success Fee is reasonable under the
circumstances.  Therefore, the Objection of the U.S. Trustee is
overruled and the Debtors' Motion is granted.

A copy of the Court's Feb. 6, 2014 Memorandum Opinion and Order is
available at http://is.gd/ApzUC7from Leagle.com.

                    About Residential Capital

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

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

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

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

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

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

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

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


ROCKWELL MEDICAL: Camber Capital No Longer a Shareholder
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Camber Capital Management LLC and Stephen
DuBois disclosed that as of Dec. 31, 2013, they did not
beneficially own common shares of Rockwell Medical, Inc.  The
reporting persons previously held 2,622,500 common shares as of
May 14, 2013.  A copy of the regulatory filing is available for
free at http://is.gd/0YXyA7

                           About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton
Township, Michigan, expressed substantial doubt about Rockwell
Medical's ability to continue as a going concern, citing the
Company's recurring losses from operations, negative working
capital, and insufficient liquidity.

The Company reported a net loss of $54.0 million on $49.8 million
of sales in 2012, compared with a net loss of $21.4 million on
$49.0 million of sales in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $43.60
million in total assets, $37.50 million in total liabilities and
$6.10 million in total shareholders' equity.


ROSEVILLE SENIOR LIVING: Has OK for Exit Financing With MidCap
--------------------------------------------------------------
Roseville Senior Living Properties LLC obtained permission from
the Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey to enter into an exit financing term sheet.

The Debtor is also authorized to incur and pay certain fees,
indemnities, costs and expenses in connection therewith, in
accordance with the Term Sheet, in a capped amount not to exceed
the deposit of $50,000.

A copy of the Term Sheet is available for free at:

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

Under the Term Sheet, the Debtor will borrow from MidCap
Financial, LLC, $27 million limited to 75% of the as-is appraised
value plus the "as complete" value of a 40-unit Memory Care
expansion.  Of the Loan Amount, $2 million will be held in escrow
until commencement of the expansion plan.

On Jan. 27, 2014, CapitalSource Finance LLC, the holder of first
priority liens and security interests in the Debtor's primary
assets, filed with the Court an objection to the Debtor's motion
for an order authorizing the Debtor to enter into exit financing
term sheet, saying that it is uncertain whether the proposed
MidCap exit financing will actually be available to the Debtor and
whether the final loan amount will be enough to allow the Debtor
to reorganize.

"The motion is devoid of any detail regarding the scope and extent
of fees, indemnities, costs and expenses that Debtor would be
required to incur and pay even if MidCap ultimately does not
provide the financing other than to claim they are 'market' and
reasonable.  Rather, Debtor simply requests that this Court rely
on Debtor's business judgment and issue a blank check -- a check
that would be paid prior to any other claims and funded by the
proceeds of CapitalSource's collateral -- to pursue potential exit
financing which ultimately may not be available to Debtor and
which may not be enough to allow Debtor to reorganize,"
CapitalSource said.

CapitalSource is represented by:

         Brian W. Hofmeister, Esq.
         TEICH GROH
         691 State Highway 33
         Trenton, New Jersey 08619
         Tel: (609)890-1500
         Fax: (609)890-6961
         E-mail: bhofmeister@teichgroh.com

                  - and -

         Kenneth J. Ottaviano, Esq.
         William S. Dorsey, Esq.
         Karin H. Berg, Esq.
         KATTEN MUCHIN ROSENMAN LLP
         525 W. Monroe Street
         Chicago, IL 60661
         Tel: (312)902-5200
         Fax: (312)902-1061
         E-mail: kenneth.ottaviano@kattenlaw.com
                 william.dorsey@kattenlaw.com
                 karin.berg@kattenlaw.com

                      About Roseville Senior

Roseville Senior Living Properties, LLC, filed for Chapter 11
bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in
Newark.  Judge Donald H. Steckroth presides over the case.  Walter
J. Greenhalgh, at Duane Morris, LLP, represents Roseville Senior
Living Properties as counsel.  Friedman LLP serves as the Debtor's
accountant.

Roseville Senior Living Properties estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
In its schedules filed with the Bankruptcy Court, the Debtor
indicated total assets and total debts as "Unknown".  A copy of
the Schedules is available at:

        http://bankrupt.com/misc/rosevillesenior.doc54.pdf

The petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.

The United States Trustee for Region 3 appointed Joseph Rodrigues,
State Long Term Care Ombudsman, California Department of Aging, as
the Patient Care Ombudsman in the Debtor's case.


ROSEVILLE SENIOR: Has Exit Financing Term Sheet With Midland
------------------------------------------------------------
Roseville Senior Living Properties, LLC, seeks to enter into a
exit financing term sheet of up to $27,000,000 from MidCap
Financial, LLC.

The Debtor also seeks to pay certain non-refundable fees and
reimburse certain expenses under the Term Sheet.

The principal of the exit loan will be Michael Edrei.  The loan
will be for a 36-month term with extension options.

As security for the exit loan, the Debtor will afford the Lender a
first lien mortgage and assignment of leases, rents and profits on
its property known as the Terraces of Roseville, a 198-unit
independent/assisted living/memory care facility located at 707
Sunrise Avenue, Roseville, CA.

The Debtor intends to file a Plan of Reorganization and Disclosure
Sttement once MidCap issues a commitment to lend.  The Exit
Financing provided for in the Term Sheet will form the basis for
funding the Debtor's proposed Plan.

The Debtor further sought to seal certain Confidential Information
contained in the Term Sheet.  The Confidential Information relates
to certain risks which are necessary to properly incentivize
underwriters to provide services and lenders to consider making a
loan.

                     About Roseville Senior

Roseville Senior Living Properties, LLC, filed for Chapter 11
bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in
Newark.  Judge Donald H. Steckroth presides over the case.  Walter
J. Greenhalgh, Esq., at Duane Morris, LLP, represents Roseville
Senior Living Properties as counsel.  Friedman LLP serves as the
Debtor's accountant.

Roseville Senior Living Properties estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
In its schedules filed with the Bankruptcy Court, the Debtor
indicated total assets and total debts as "Unknown", a copy of
which is available for free at:

       http://bankrupt.com/misc/rosevillesenior.doc54.pdf

The petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.

The United States Trustee for Region 3 appointed Joseph Rodrigues,
State Long Term Care Ombudsman, California Department of Aging, as
the Patient Care Ombudsman in the Debtor's case.


SCOOTER STORE: May Use Cash Collateral Until Feb. 23
----------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved on Jan. 30, 2014, a second amendment
to the final order authorizing The Scooter Store Holdings, Inc.,
et al., to use cash collateral until Feb. 23, 2014.

A copy of the amended budget is available for free at:

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

As reported by the Troubled Company Reporter on Aug. 30, 2013, the
Court entered a final order authorizing the Debtors to use cash
collateral until the earliest to occur of: (i) the repayment in
full of the Prepetition Second Lien Obligations and the
Prepetition Third Lien Obligations; and (ii) the date the right to
use cash collateral otherwise terminates as provided in the order.
As adequate protection of the respective interests in the
Prepetition Collateral of the Prepetition Second Lien Secured
Parties and the Prepetition Third Lien Secured Parties, each of
the Prepetition Second Lien Agent and the Prepetition Third Lien
Agent was granted a separate allowed superpriority administrative
expense claims in each of the Chapter 11 cases and, upon the
conversion of the Chapter 11 cases to a case under Chapter 7 of
the Bankruptcy Code.  As further adequate protection of the
Prepetition Second Lien Obligations and the Prepetition Third Lien
Obligations, the Debtors were authorized and directed to provide
adequate protection to the respective Prepetition Second Lien
Secured Parties and the Prepetition Third Lien Secured Parties in
the form of ongoing payment of those parties' reasonable fees,
costs, and expenses including without limitation reasonable legal
and other professionals' fees and expenses not to exceed $100,000
in the aggregate.

The Court approved a first amendment to the final cash collateral
order on Nov. 14, 2013, allowing continued cash collateral use
until Nov. 24, 2013.  The first amendment order stated that
"nothing set for in this Order shall be deemed to reflect the
Court's approval of the Debtors making any bonus, severance or
incentive plan payments absent further order of the Court, upon
notice and hearing.  The Carve-Out will be funded to a third-party
escrow account to be established by the Debtors.  The
Reorganization Milestones shall be eliminated and of no further
force and effect.  The balance referenced in paragraph 4(c)(ii) of
the Final Order shall be amended from $2,000,000 to $1,500,000 or,
upon (a) consent of the Committee, the Lenders and the Debtors and
(b) ten days' notice to parties requesting notice pursuant to
Bankruptcy Rule 2002, such other amount as is mutually acceptable
to the Debtors, the Committee and the Lenders."

In the second amendment of the cash collateral order, all
provisions of the cash collateral order and cash collateral order
amendment will remain in full force and effect.

On Dec. 27, 2013, the Court approved a second stipulation entered
into by Debtors, the Official Committee of Unsecured Creditors,
Garrison Investment Group, one of the Debtors' secured lenders,
and Wells Fargo, National Association, regarding letters of credit
issued by Wells Fargo Bank, National Association.

Under the Stipulation, Wells Fargo was granted an allowed secured
claim without necessity of filing of any proof of claim,
application, motion, or other pleading and without necessity of
obtaining any subsequent court order (i) in the amount of $250,000
for the amount of the L/C Draw and (ii) in the amount of $52,500
for its reasonable and necessary fees, costs, charges interest and
expenses through the effective date.  Wells Fargo was also granted
an allowed unsecured claim without necessity of filing any proof
of claim, application, motion, or other pleading and without
necessity of obtaining any subsequent court order to the extent
Wells Fargo is owed any amounts as surviving obligations incurred
or arising after the effective date.

A copy of the Stipulation is available for free at:

                       http://is.gd/28tJGP

Wells Fargo is represented by:

         Ian Connor Bifferato, Esq.
         Matthew Denn, Esq.
         Thomas F. Driscoll III, Esq.
         BIFFERATO-ATTORNEYS AT LAW
         800 N. King Street
         P.O. Box 2165
         Wilmington, DE 19899-2165

                 - and -

         William L. Wallander, Esq.
         Bradley R. Foxman, Esq.
         VINSON & ELKINS LLP
         Trammell Crow Center
         2001 Ross Avenue, Suite 3700
         Dallas, Texas 75201-2975

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SCOOTER STORE: Wants Plan Filing Period Extended to May 10
----------------------------------------------------------
The Scooter Store Holdings, Inc., et al., asked the Hon. Peter J.
Walsh of the U.S. Bankruptcy Court for the District of Delaware to
extend the Debtors' exclusive periods to file a Chapter 11 plan or
plans and to solicit acceptances of that plan, through and
including May 10, 2014, and July 8, 2014, respectively.

The Debtors said in a court filing dated Feb. 4, 2014, that since
the Petition Date, the Debtors have spent considerably all of
their time winding down their affairs and liquidating their
assets.  In addition, significant time has been spent attending to
the normal demands placed upon a Chapter 11 debtor, and working
towards resolving complex issues with interested parties.

The Debtors stated in their Feb. 4 court filing that "after their
efforts to consummate a going-concern sale failed, the Debtors
have consummated numerous sales, enabling the disposition of their
remaining inventory, FF&E, and certain intangible assets.  In
addition, the Debtors entered into a stipulation with the DOJ --
which was approved by the Court -- that resolved all of the issues
between the parties.  The wind down and asset liquidation
processes are nearing their completion, and the Debtors believe
that it is in the best interests of all parties that the Exclusive
Periods be extended until after such time as these processes are
complete, so that the Debtors are able to make a fully informed
decision about the best manner in which to wrap up these chapter
11 cases."

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SEQUENOM INC: Inks Employment Pacts with COO, Pres. and CSO
-----------------------------------------------------------
Sequenom, Inc., entered into employment agreements with William
Welch, its president and chief operating officer, and Dirk van den
Boom, its executive vice president, Research and Development and
chief scientific officer.  The Employment Agreements have an
initial term of three years.

Pursuant to the Employment Agreements, if the Company terminates
the employment of an Executive for reasons other than "cause," or
if an Executive terminates his employment for "good reason", the
Executive will be entitled to receive the following compensation,
conditioned upon Executive's execution of a full general release
of all claims against the Company and subject to all terms and
conditions of the Agreements:

   * 12 months of Executive's then-current base salary, payable in
     a lump sum within 60 days of termination;

   * payment of Executive's targeted level bonus in the year of
     the termination of employment, pro-rated to the date of that
     termination, payable in a lump sum within 60 days of
     termination;

   * COBRA health premiums until the earlier of (i) one year
     following the Executive's termination date or (ii) the first
     date that the Executive is covered under another employer's
     health benefit program;

   * acceleration of the vesting of Executive's outstanding stock
     options and other equity awards as if Executive had completed
     an additional 12 months of service with the Company as of the
     date of the termination of employment; and

   * Executive will be permitted to exercise any outstanding
     vested stock options granted under the Company's 2006 Equity
     Incentive Plan until the earlier of (i) the date twelve
     months following the termination of employment or (ii) the
     expiration of the term of the applicable option.

The Employment Agreements do not apply to any termination of an
Executive's employment in connection with a change in control of
the Company, which continue to be governed by the Company's
Amended and Restated Change in Control Severance Benefit Plan.

                        About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom disclosed a net loss of $117.02 million in 2012, a net
loss of $74.13 million in 2011 and a net loss of $120.84 million
in 2010.  The Company's balance sheet at Sept. 30, 2013, showed
$164.82 million in total assets, $195.85 million in total
liabilities and a $31.02 million total stockholders' deficit.


SIMPLY WHEELZ: Wants to Amend Final DIP Financing Order
-------------------------------------------------------
Simply Wheelz LLC, doing business as Advantage Rent a Car, filed
with the U.S. Bankruptcy Court for the Southern District of
Mississippi a motion to supplement and amend the final order
authorizing the Debtor to obtain postpetition secured financing.

The Court entered the final DIP order on Dec. 3, 2013, pursuant to
which the Court authorized the Debtor "to borrow under the DIP
facility in an aggregate outstanding principal amount not to
exceed the commitment, in each case subject to the terms and
conditions of this Final Order and the other DIP loan documents."

The Debtor has requested, and the DIP Lender has agreed, to an
increase of the Commitment of the DIP Lender in an aggregate
principal amount not to exceed $46 million, which may be increased
without further motion or application to, or order of, the Court
by up to an additional $20 million upon written agreement of the
Debtor and the DIP lender in their respective sole discretion, and
to correspondingly amend the definition of "Commitment" in the
final DIP court order.

The DIP Lender has waived the events of default resulting solely
from the Debtor's failure to satisfy the weekly receipts test and
monthly receipts test for the time period ending Nov. 30, 2013.

The Debtor also requests that the DIP lender have the option, in
its sole discretion, to fund any or all accrued liabilities in the
Approved Budget upon the closing of the sale approved by the Court
pursuant to the order (i) approving the purchase agreement; (ii)
authorizing sale free and clear of all liens, claims and
encumbrances, and other interests; and (iii) granting related
relief by funding into a segregated account the aggregate amount
of the accruals.  The Debtor will use those funds solely to pay
funded accrued liabilities.

The Debtor requests that, notwithstanding anything to the contrary
in the DIP terms sheet or final DIP order, the DIP facility will
mature on Feb. 28, 2014.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.


SOUND SHORE: Removal Period Extended Thru Plan Confirmation
-----------------------------------------------------------
The U.S. Bankruptcy Court extended the time provided by Fed. R.
Bankr. P. 9027 within which Sound Shore Medical Center of
Westchester et al., may file notices of removal of related
proceedings under Rules 9006 and 9027(a)(2) of the Federal Rules
of Bankruptcy Procedure up to and including the date upon which a
chapter 11 plan is confirmed in the Debtors' Chapter 11 cases.

The Extended Removal Deadline applies to the Actions and all
matters specified in Fed. R. Bankr. P. 9027(a)(2).  The Court's
Order is without prejudice to the Debtors' right to seek further
extensions of the time within which to remove related proceedings.

                 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.


SOUND SHORE: Exclusive Period to File Plan Extended to April 24
---------------------------------------------------------------
At the behest of Sound Shore Medical Center of Westchester and its
debtor-affiliates, the Bankruptcy Court extended their exclusive
period to file a Chapter 11 plan through April 24, 2014, and
exclusive period to solicit acceptances of that Plan through June
23, 2014.  This is the Debtors' second request for an extension of
the Exclusive Periods.

According to the Debtors, they need additional time to effectively
negotiate and file a plan of reorganization and develop a strategy
for the successful confirmation of their Chapter 11 cases.

"Given the enormous effort that was subsequently required and
undertaken to promptly consummate the Sale, the initial extension
has not afforded the Debtors with a meaningful opportunity to
propose and file a Chapter 11 plan," says Burton S. Weston, Esq.,
at Garfunkel Wild, P.C., counsel to the Debtors.

"While the Debtors' efforts thus far have been well conducted and
led to substantial progress in these Chapter 11 Cases, including
the expedient consummation of the sale of substantially all of
their assets. . . the filing of a plan of reorganization would be
premature at this time," he adds.

The Debtors relate they remain focused on addressing and resolving
emergent matters arising in connection with the closing of the
Sale.  Simultaneously, the Debtors add, they must attend to the
ongoing administration of their estates and these cases and
complying with their requirements under the Bankruptcy Code.

The Debtors assert they are not seeking these extensions to
artificially delay the conclusion of their Chapter 11 cases or for
the purposes of coercing credit consent or for any other improper
motive.  The Debtors tell the Court they are largely paying all
undisputed postpetition obligations as they come due in accordance
with their agreements with their creditors.

               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.


SPECIALTY PRODUCTS: Allowed to Bypass Dist. Court in Appeal
-----------------------------------------------------------
Delaware District Judge Sue L. Robinson certified for direct
appeal to the U.S. Court of Appeals for the Third Circuit the
appeal by Specialty Products Holding Corp. from the bankruptcy
court's order setting the debtors' present and future asbestos
claims at $1.1 billion.

"I recognize that Third Circuit precedent gives the bankruptcy
courts wide-ranging discretion in making their estimation
determinations, leaving the district courts unhelpful at best,
impotent at worst, in any attempts to promote the resolution of
these complex cases.  Given that the Third Circuit has not
directly addressed the estimation process in the context of the
asbestos litigation, it strikes me that, consistent with 28 U.S.C.
Sec. 158(d), having appellate input earlier in the process would
go far in establishing needed guidance for the parties going
forward," Judge Robinson said.

There is also pending a motion to dismiss the appeal filed by
appellees in Misc. No. 13-194-SLR.  Judge Robinson said she will
consider the motion once the Third Circuit has made its
certification determination.

The case before the District Court is, SPECIALTY PRODUCTS HOLDING
CORP., et al., Appellants, v. OFFICIAL COMMITTEE OF ASBESTOS
PERSONAL INJURY CLAIMANTS and the FUTURE CLAIMANTS'
REPRESENTATIVE, Appellees, Civ. No. 13-1244-SLR., 13-1245-SLR (D.
Del.).  A copy of Judge Robinson's Feb. 7, 2014 Memorandum is
available at http://is.gd/pyg8txfrom Leagle.com.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., Zachary
I. Shapiro, Esq., Paul N. Heath, Esq., and Tyler D. Semmelman,
Esq., at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  The Company
estimated its assets and debts at $100 million to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

Counsel to the Official Committee of Asbestos PI Claimants are
Natalie D. Ramsey, Esq., and Mark A. Fink, Esq. of Montgomery,
Mccracken, Walker & Rhoads, LLP, in Wilmington Delaware, and Mark
B. Sheppard, Esq. of the firm's Philadelphia, Pennsylvania
division.

Counsel to the Future Claimants' Representative are James L.
Patton, Jr., Esq., Edwin J. Harron, Esq., Edmon Morton, Esq.,
Sharon Zieg, Esq., and Erin Edwards, Esq. of Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

Competing bankruptcy exit plans have been filed by the Debtors, on
one hand, and the Official Committee of Unsecured Creditors and
the Future Claimants' Representative on the other.

The Debtors' First Amended Joint Plan of Reorganization and the
explanatory Disclosure Statement, dated Nov. 18, 2013, provides
for an asbestos trust to be established and funded with cash to
pay present and future asbestos-related claims.  The trust will be
funded by secured notes, issued by the Debtors and their ultimate
parent, RPM International Inc. ("International"), and the amounts
and terms of the notes will, with one exception, be determined by
the final outcome or settlement of the litigation that will
determine the asbestos claimants' rights in the chapter 11 cases.
The one exception is that the notes will provide for an aggregate
initial nonrefundable payment of $125 million to the asbestos
trust irrespective of the outcome of any litigation.  In short,
the Debtors and International have committed to pay to asbestos
claimants the maximum amount to which they are entitled based on
the applicable judgments or rulings in the litigation that will
determine the extent of the claimants' rights in the chapter 11
cases, and to make comparable payments to other similarly situated
creditors.

The PI Committee and the FCR's Third Amended Plan, filed Oct. 15,
2013, provides that: (i) SPHC will be separated from non-Debtor
direct or indirect parent Bondex International; (ii) Reorganized
SPHC will be managed and/or sold for the benefit of holders of all
Claims that are not paid in Cash, subordinated, cancelled or
otherwise treated pursuant to the Plan; (iii) all of SPHC's causes
of action will survive; (iv) Asbestos PI Trust Claims against SPHC
will be channeled to an Asbestos PI Trust; and (v) current SPHC
equity interests will be cancelled, annulled, and extinguished.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.


ST. FRANCIS' HOSPITAL: Alston & Bird to Represent Committee
-----------------------------------------------------------
The U.S. Trustee for Region 2 has appointed five members to the
Official Committee of Unsecured Creditors in the Chapter 11 case
of St. Francis' Hospital.  The Committee members are:

      1. Cardinal Health, Inc.
         7000 Cardinal Place
         Dublin, OH 43014
         Attn: Tom Gerhart
               Credit Portfolio Manager
               Chairperson
         Tel: (614) 553-3124
         Fax: (614) 757-1318
         E-mail: tom.gerhart@cardinalhealth.com

      2. Restorix Health, Inc.
         (fka The Center for Wound Healing)
         155 White Plains Road, Suite 222
         Tarrytown, NY 10591
         Attn: Patrick Seiler
               Chief Financial Officer
         Tel: (914) 372-3156
         Email: Patrick.seiler@restorixhealth.com

      3. Owens & Minor Distribution, Inc.
         7437 Industrial Boulevard
         Allentown, PA 18106
         Attn: Joseph J. Chupela
         Area Credit Manager
         Tel: (610) 706-3105
         Fax: (610) 366-7385
         E-mail: Joseph.Chupela@owens-minor.com

      4. 1199SEIU UHWE
         155 Washington Avenue
         Albany, NY 12210
         Attn: Ana Vasquez
         Tel: (516) 396-2301
         Fax: (516) 436-1140
         E-mail: ana.vasquez@1199.org

      5. HTA Poughkeepsie, LLC
         463 King Street, Suite B
         Charleston, SC 29403
         Attn: Amanda Houghton
         EVP Asset Management
         Tel: (480) 988-3478
         Fax: (480) 991-0755
         E-mail: AmandaHoughton@htareit.com

Proposed counsel to the Committee can be reached at:

         Martin G. Bunin, Esq.
         Craig E. Freeman, Esq.
         ALSTON & BIRD LLP
         90 Park Avenue
         New York, NY 10016
         Tel: (212) 210-9400
         Fax: (212) 210-9444

                    About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors' counsel is Christopher M. Desiderio, Esq., at Nixon
Peabody LLP, in New York; the financial adviser is CohnReznick
Advisory Group; and the investment banker is Deloitte Corporate
Finance LLC.  BMC Group is the claims and notice agent.

St. Francis will sell its 333-bed acute-care facility, which was
founded in 1914, for $24.2 million to Health Quest Systems Inc.,
absent higher and better offers.  An auction will be held Feb. 13
if a rival offer is submitted.


ST. FRANCIS' HOSPITAL: March 5 Hearing on Panel's Bid to Hire CBIZ
------------------------------------------------------------------
The hearing on the request filed by the Official Committee of
Unsecured Creditors appointed in the Chapter 11 case of St.
Francis' Hospital, to retain CBIZ Accounting, Tax & Advisory of
New York, LLC as the panel's financial advisor is set for March 5,
2014 at 11:00 a.m., Eastern Time in the United States Bankruptcy
for the Southern District of New York, 355 Main Street,
Poughkeepsie, New York, 12601.

Deadline to file objections is Feb. 26, 2014, at 4:00 p.m.

According to the Committee, CBIZ will, among other things, provide
these services:

(a) assist the Committee in its evaluation of the Debtors' post-
    petition cash flow and/or other projections and budgets
    prepared by the Debtors or their financial advisor;

(b) monitor the Debtors' activities regarding cash expenditures
    and general business operations subsequent to the filing of
    the petitions under Chapter 11; and
(c) assist the Committee in its review of monthly operating
    reports submitted by the Debtors or their financial advisor.

The panel attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The firm's rates are:

  Professional                             Rates
  ------------                             ------
Directors and Managing Directors    $400 to $695 per hour
Managers and Senior Managers        $300 to $425 per hour
Senior Associates and Staff         $130 to $310 per hour

The U.S. Trustee for Region 2 appointed five members to the
unsecured creditors' committee on Dec. 23.  The Committee members
are:

      1. Cardinal Health, Inc.
         7000 Cardinal Place
         Dublin, OH 43014
         Attn: Tom Gerhart
               Credit Portfolio Manager
               Chairperson
         Tel: (614) 553-3124
         Fax: (614) 757-1318
         E-mail: tom.gerhart@cardinalhealth.com

      2. Restorix Health, Inc.
         (fka The Center for Wound Healing)
         155 White Plains Road, Suite 222
         Tarrytown, NY 10591
         Attn: Patrick Seiler
               Chief Financial Officer
         Tel:(914) 372-3156
         Email: Patrick.seiler@restorixhealth.com

      3. Owens & Minor Distribution, Inc.
         7437 Industrial Boulevard
         Allentown, PA 18106
         Attn: Joseph J. Chupela
         Area Credit Manager
         Tel: (610) 706-3105
         Fax: (610) 366-7385
         E-mail: Joseph.Chupela@owens-minor.com

      4. 1199SEIU UHWE
         155 Washington Avenue
         Albany, NY 12210
         Attn: Ana Vasquez
         Tel:(516) 396-2301
         Fax: (516) 436-1140
         E-mail: ana.vasquez@1199.org

      5. HTA Poughkeepsie, LLC
         463 King Street, Suite B
         Charleston, SC 29403
         Attn: Amanda Houghton
         EVP Asset Management
         Tel: (480) 988-3478
         Fax: (480) 991-0755
         E-mail: AmandaHoughton@htareit.com

Proposed counsel to the Committee can be reached at:

         Martin G. Bunin, Esq.
         Craig E. Freeman, Esq.
         ALSTON & BIRD LLP
         90 Park Avenue
         New York, NY 10016
         Tel: (212) 210-9400
         Fax: (212) 210-9444

                    About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors' counsel is Christopher M. Desiderio, Esq., at Nixon
Peabody LLP, in New York; the financial adviser is CohnReznick
Advisory Group; and the investment banker is Deloitte Corporate
Finance LLC.  BMC Group is the claims and notice agent.

St. Francis will sell its 333-bed acute-care facility, which was
founded in 1914, for $24.2 million to Health Quest Systems Inc.,
absent higher and better offers.  An auction will be held Feb. 13
if a rival offer is submitted.


STAR DYNAMICS: BAE Systems Lawsuit Stays in Bankruptcy Court
------------------------------------------------------------
Bankruptcy Judge Charles M. Caldwell in Columbus, Ohio, denied the
request of BAE Systems Technology Solutions & Services Inc.:

     -- to remand to the Franklin County, Ohio Court of Common
        Pleas the dispute involving BAE and STAR Dynamics
        Corporation; and

     -- for relief from the automatic stay in the Chapter 11 case
        of STAR Dynamics to allow the state court proceeding.

Judge Caldwell held that the dispute between the parties cannot be
adjudicated in the Court of Common Pleas without substantial harm
and delay to STAR Dynamics' bankruptcy proceeding and to the
Debtor's attempts to pay its creditors, preserve employment for a
large workforce and continue to provide vital defense-related
services.

Judge Caldwell was slated to conduct a status conference Feb. 7,
2014, to discuss and establish a schedule for the timely
adjudication of all disputes and issues between the parties.

On Nov. 16, 2012, a Complaint for Injunctive Relief and Damages
was filed on behalf of BAE against the Debtor.  This litigation
was commenced in the Franklin County, Ohio Court of Common Pleas
(BAE Systems Technology Solutions & Services Inc. v. STAR Dynamics
Corporation, Case No. 12 CV 14372).

BAE alleges that five of its former employees went to work for the
Debtor in 2012 and took with them technology involving the
military-related radar business.  BAE sought injunctive relief to
preclude the Debtor's use of any alleged stolen technology as well
as monetary damages.  Most recently, BAE requested leave to amend
its complaint to add parties.

Regarding the status of the Court of Common Pleas litigation and
according to the Debtor's special counsel, depositions have not
been completed, including as many as six expert witnesses, and
there has been no discovery on the damages portion of the
complaint.  Also, there is an ongoing discovery dispute in Florida
state courts involving the five former BAE employees.  The
technologically complex nature of the dispute is amply
demonstrated by the parties' agreement to the installation of a
software program developed to identify BAE's electronic documents
in possession of the Debtor.  Indeed, a pool of electronic
information has been identified, the Debtor has challenged some of
the assessments that materials originated from BAE's systems, and
BAE must still respond to these challenges.

Although BAE obtained a preliminary injunction from the Court of
Common Pleas prohibiting the Debtor from pursuing certain defense-
related contracts, it expired by the time the Debtor filed for
Chapter 11 on Dec. 10, 2013.  Nine days later on Dec. 19, 2013,
BAE filed its Motion for Relief from Stay to continue the
litigation in state court, and on the next day, Dec. 20, 2013, the
Debtor filed its Notice of Removal.

Since the bankruptcy filing, the Debtor has obtained the
appointment of Sagent Advisors, LLC, to arrange a sale of the
business as a going concern.  To this end, Sagent has gathered and
made available to approximately 25 prospective purchasers
marketing data for the Debtor's business.  Sagent has obtained
non-disclosure agreements from 10 prospective purchasers, and
established Jan. 10, 2014, as a deadline by which parties are
required to express their initial interests.

It is envisioned that from this pool the most promising prospects
will receive management presentations and tours of the Debtor's
facilities. Allowing for approximately a month for due diligence,
it is anticipated that expressions of interest will be refined to
the form of proposed asset purchase agreements by late February,
2014.  Counsel for the Debtor anticipates that a motion to approve
any proposed sale will be filed in time to be closed during March
2014.

Critical to any sale of the Debtor as a going concern, is its
ability to continue to bid on contracts and utilize technologies
that were temporarily enjoined by, and subject to, the litigation
commenced in the Court of Common Pleas. Specifically, the Debtor
projects that its revenue for the years of 2014-2016 will be
substantially enhanced by such bids.  Given the Debtor's current
deteriorating financial condition, it is only this potential
future performance as a going concern that makes it valuable on
the open market.  According to the testimony of Mr. Chris Oliver,
a Sagent advisor, absent this potential, the Debtor will be left
only with the prospect of liquidating its assets.

While the parties have significant legal differences, their
interests are aligned in that they each assert exclusive ownership
of technology that must be timely and freely marketed to realize
its full value. In the Debtor's bankruptcy schedules filed on
Jan. 14, 2014, it has identified intellectual property,
proprietary technology and radar products it claims as property of
the estate. Some of this intellectual property may be subject to
the claims of BAE.

Also, the Debtor has scheduled executory contracts for delivering
and supporting radar systems that were subject to the Court of
Common Pleas litigation. The BAE litigation is detailed in the
Debtor's Statement of Financial Affairs, and BAE is scheduled as a
general unsecured creditor in an unknown amount, and as holding
disputed claims based upon the alleged misappropriation of trade
secrets.

The parties are at odds over whether this Court or the Court of
Common Pleas is better suited to answer this question. BAE asserts
that this Court is either required, or should on a discretionary
basis, abstain and remand the removed litigation to allow the
Court of Common Pleas to decide what, in effect, constitutes
property of the estate.

On the other hand, the Debtor contends that because it must sell
the business as a going concern to realize any value, this
fundamental bankruptcy question of what it owns must be resolved
by the Bankruptcy Court, and that only the Bankruptcy Court can
approve and effectuate any sale of the company free and clear of
all interests under Section 363 of the Bankruptcy Code.

BAE suggests upon remand to state court, that this process can be
completed in four-five weeks, including all necessary depositions.
BAE estimates that the dispute will be ready for jury trial in the
Court of Common Pleas by mid-March 2014, and that the weeks of
March 24 through April 21, 2014, are available on the state
court's calendar.

The Court said those estimates are overly optimistic given that
BAE has requested leave to amend the complaint to add parties, who
will then need time to answer and conduct their own discovery,
prior to any determination of the issues and trial on the merits.
Also, the credibility of this aggressive schedule is called into
question by the more than a year already spent in state court,
without any final resolution.

A copy of the Court's Feb. 7, 2014 Order is available at
http://is.gd/M50IQ9from Leagle.com.

                        About STAR Dynamics

STAR Dynamics Corp. develops, sales, and services instrumentation
radar systems for missile test ranges utilized by the United
States and foreign governments.  Located principally in Hilliard,
Ohio, with satellite offices in Herndon, Virginia and Sandestin
Florida, it has 112 full-time employees.

STAR Dynamics filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a lawsuit by BAE Systems Plc.

According to its first-day motions and as of Nov. 30, 2013, it has
assets of $28,470,788.13, liabilities of $50,892,360.12 and gross
sales of $8,140,140.93.  In its schedules, the Debtor listed
$12,138,334 in total assets and $50,740,343 in total liabilities.

BAE is an American subsidiary of a global-level defense contractor
based in Great Britain, with more than 50,000 employees world-
wide.  BAE has its headquarters in Arlington, Virginia, and like
the Debtor, is engaged in the radar range business for the testing
of missiles and other weaponry.

Bankruptcy Judge Charles M. Caldwell oversees the case.  Thomas R.
Allen, Esq., and Richard K. Stovall, Esq., at Allen Kuehnle
Stovall & Neuman LLP serve as the Debtor's bankruptcy counsel.
Michael J. Sullivan, Esq., Russell A. Williams, Esq., Julie E.
Adkins, Esq., Louis T. Isaf, Esq., and Nanda K. Alapati, Esq., at
Womble Carlyle Sandridge & Rice LLP, serve as special counsel with
respect to litigation involving BAE Systems and with respect to
the completion of prepetition patent work.  Sagent Advisors LLC
serves as financial advisor.


STAR DYNAMICS: Gets Secured Financing Through March 31
------------------------------------------------------
Judge Charles M. Caldwell of the U.S. Bankruptcy Court for the
Southern District of Ohio, Eastern Division, gave STAR Dynamics
Corporation final authority to use cash collateral and obtain
postpetition, secured financing in an aggregate amount of up to
$2,525,000, on an administrative priority basis, until March 31,
2014.

The Debtor will maintain its bank accounts at a federally insured
depository institution, and each account will be a STAR Dynamics
Corporation debtor in possession account.  The Debtor will, upon
receipt of cash collateral generated, or of funding under the DIP
Facility, take or cause to be taken any and all action necessary
to cause all of cash collateral and funding to be immediately
deposited into a STAR Dynamics Corporation debtor in possession
account.

The security interests and liens of Whitney Bank and Thomas R.
Becnel in cash collateral are continued and re-granted, and
neither Whitney nor Mr. Becnel will be required to take any other
action to perfect the liens re-granted to each of them.  Whitney
and Mr. Becnel are also granted liens and security interests in
the Debtor's assets acquired subsequent to the Petition Date,
accounts receivable, general intangibles and other revenues
generated by the operation of Debtor's business subsequent to the
Petition Date, their proceeds, and all collections.

To secure all obligations of the Debtor in connection with the DIP
Facility, Whitney, as DIP Lender, is granted a fully perfected
security interest in all assets, whether now existing or hereafter
arising, of the Debtor, subject and junior in all respects to the
liens and security interests of or held by Whitney, Mr. Becnel,
and any other party existing as of the Petition Date, and to the
postpetition liens and security interests granted and regranted
to Whitney and Mr. Becnel.

The Court also approved the stipulation between the Government of
Israel, Ministry of Defense, and STAR Dynamics, under which
parties reserve all rights each party may have with respect to a
contract requiring the Debtor to deliver to the Government of
Israel the first "MIRTS" radar and agree to the extension of the
letter of credit for the equal to the amount of all advance and
interim financing payments to secure its performance under the
Contract.

A full-text copy of the Final DIP Order is available for free
at http://bankrupt.com/misc/STARDYNAMICSdipord0131.pdf

Thomas R. Allen, Esq., Richard K. Stovall, Esq., and Erin L.
Pfefferle, Esq., at Allen Kuehnle Stovall & Neuman LLP, in
Columbus, Ohio, represent the Debtor.

Joseph P. Hebert, Esq. -- jphebert@liskow.com -- at LISKOW &
LEWIS, in Lafayette, Louisiana, represents Whitney Bank.

Frederick M. Luper, Esq. -- fluper@lnlattorneys.com -- William B.
Logan, Jr., Esq. -- wlogan@lnlattorneys.com -- and Kenneth M.
Richards, Esq. -- krichards@lnlattorneys.com -- at LUPER,
NEIDENTHAL & LOGAN, LPA, in Columbus, Ohio; and David R. Kuney,
Esq. -- dkuney@sidley.com -- at Sidley Austin LLP, in Washington,
D.C., represent the Government of Israel.

                        About STAR Dynamics

STAR Dynamics Corp. develops, sales, and services instrumentation
radar systems for missile test ranges utilized by the United
States and foreign governments.  Located principally in Hilliard,
Ohio, with satellite offices in Herndon, Virginia and Sandestin
Florida, it has 112 full-time employees.

STAR Dynamics filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a trade secrets lawsuit by BAE Systems Plc.

According to its first-day motions and as of Nov. 30, 2013, it has
assets of $28,470,788.13, liabilities of $50,892,360.12 and gross
sales of $8,140,140.93.  In its schedules, the Debtor listed
$12,138,334 in total assets and $50,740,343 in total liabilities.

BAE is an American subsidiary of a global-level defense contractor
based in Great Britain, with more than 50,000 employees world-
wide.  BAE has its headquarters in Arlington, Virginia, and like
the Debtor, is engaged in the radar range business for the testing
of missiles and other weaponry.

Bankruptcy Judge Charles M. Caldwell oversees the case.  Thomas R.
Allen, Esq., and Richard K. Stovall, Esq., at Allen Kuehnle
Stovall & Neuman LLP serve as the Debtor's bankruptcy counsel.
Michael J. Sullivan, Esq., Russell A. Williams, Esq., Julie E.
Adkins, Esq., Louis T. Isaf, Esq., and Nanda K. Alapati, Esq., at
Womble Carlyle Sandridge & Rice LLP, serve as special counsel with
respect to litigation involving BAE Systems and with respect to
the completion of prepetition patent work.  Sagent Advisors LLC
serves as financial advisor.


STERLING BLUFF: Proposes Stone & Baxter as Counsel
--------------------------------------------------
Sterling Bluff Investors, LLC, asks the bankruptcy court for
approval to employ the firm of Stone & Baxter, LLP, in Macon,
Georgia, as its counsel in the bankruptcy case.

Subject to Court approval, attorneys and other professional
personnel within the firm will undertake this representation at
their standard hourly rates, which now range $195 to $425 for each
attorney, and $125 per hour for research assistants and
paralegals, including all travel time.  The rates are subject to
periodic adjustment by the firm.

The firm is currently holding $41,000 as a retainer, which was
paid with funds loaned to the Debtor by SBI Loan, LLC, an
affiliate of the Debtor.

Austin E. Carter, Esq., a partner at the firm, attests that Stone
& Baxter does not hold or represent any interest adverse to the
Debtor or the estate and the firm and its attorneys are
disinterested persons.

                       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) in Savannah, Georgia, on Feb. 3, 2014.

The Debtor's counsel is Austin E. Carter, Esq., at Stone & Baxter,
LLP, in Macon, Georgia.

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

The petition was signed by Michael Greene, manager.


SUNTECH POWER: Subsidiary Wins Judgment vs. Suntech Singapore
-------------------------------------------------------------
Suntech Power Holdings Co., Ltd. on Feb. 10 disclosed announced
that on January 15, 2014, the Company's immediate subsidiary,
Power Solar System Co., Ltd (in Liquidation) ("PSS"), issued a
writ of summons in the Republic of Singapore against Suntech Power
Investment Pte., Ltd. ("Suntech Singapore") for an outstanding
balance of US$263,910,599 due from Suntech Singapore.  Suntech
Singapore failed to enter an appearance within the time frame
required for them to do so.  The High Court of the Republic of
Singapore has granted, on 27 January 2014, Judgment in Default of
Appearance against Suntech Singapore to pay to PSS US$263,910,599,
interest at 5.33% and costs, under Order 13 of the Rules of Court
in Singapore.

"We are pleased to have the judgment in our favor and will take
further steps to enforce our rights against Suntech Singapore.  It
is the first of many steps being taken by the Liquidator to
maximize the recovery for the creditors," said Mr. John Ayres, the
Liquidator of PSS.  "The recovery actions will continue with focus
on an investigation of the purported transfer of equity interest
of Suntech Power Japan Corporation ("Suntech Japan") and Suntech
Singapore to Wuxi Suntech Power Co., Ltd. ("Wuxi Suntech") and the
purchase of PSS's equity interest in Wuxi Suntech by Jiangsu
Shunfeng Photovoltaic Technology Co., Ltd, a subsidiary of a Hong
Kong listed company Shunfeng Photovoltaic International Ltd
(1165.HK)."

"We will take all steps as necessary to remedy improper actions
which have caused loss to Suntech, PSS and their creditors,"
Mr. David Walker, the Joint Provisional Liquidator of the Company,
added.

                          About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are represented
by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in White
Plains, New York.

Suntech Power on Jan. 31, 2014, disclosed that it has
signed a Restructuring Support Agreement relating to the petition
for involuntary bankruptcy filed against it under chapter 7 of the
U.S. Bankruptcy Code.  Under the RSA, the parties agreed that
chapter 7 proceedings will be dismissed following recognition of
the provisional liquidation proceeding previously filed by the
Company in the Cayman Islands under chapter 15 of the U.S.
Bankruptcy Code.


SUPERLEAF TIMBER: Court Enters Further Confirmation Order
---------------------------------------------------------
Bankruptcy Judge Paul Glenn entered an order on Dec. 20, 2013
confirming Sugarleaf Timber, LLC's Amended Chapter 11 Plan of
Reorganization, as modified.  The Court opined that the Plan
satisfied confirmation requirements under Sec. 1129 of the
Bankruptcy Code.

The Dec. 20 order incorporates the Bankruptcy Court's findings of
fact and conclusions and order of confirmation entered on Nov. 22,
2013.

As previously reported by The Troubled Company Reporter, the U.S.
Bankruptcy Court for the Middle District of Florida entered a
confirmation order on Nov. 22, 2013, on Sugarleaf Timber, LLC's
Chapter 11 Plan, as amended.  The Court further scheduled a
hearing for Dec. 20, 2013, for the purpose of considering the
Debtor's election of the alternative treatments proposed for Farm
Credit's secured claim pursuant to Article V of the Plan.

The Court ruled under its Dec. 20 order that all objections to
confirmation not withdrawn or addressed are overruled.

The Debtor's Property is deemed to have a fair market value of
$30.33 million as of Dec. 20, 2013.

On the Effective Date and subject to the transfer of the Propert
by the Debtor to Farm Credit Florida, ACA, title to the Debtor's
property will revest in the Debtor free and clear of all liens and
will be property of the reorganized Debtor.  Thereafter, (i) Farm
Credit is directed to turnover the Set Aside Proceeds of $400,000
to the Debtor, and (ii) Brennan, Manna & Diamond, P.L. and the
Wilcox Law Firm are directed to turnover all of the Existing
Hunting Lease Proceeds to the Debtor.

A copy of the Dec. 20 Confirmation Order is available for free at:

       http://bankrupt.com/misc/SUGARLEAFConfOrd_Dec20.pdf

             Farm Credit's Stay Relief Motion Denied

In a separate Dec. 23 order, the Court denied, without prejudice,
Farm Credit of Florida's ACA's Motion for Relief from the
Automatic Stay or in the alternative, to Dismiss the Case.

                    About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the
business of purchasing, developing, and reselling real property in
Northeast Florida.  The Company filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.  Chief
Bankruptcy Judge Paul M. Glenn presides over the case.  Robert D.
Wilcox, Esq. -- rdwilcox@bmdpl.com -- of the Wilcox Law Firm, in
Ponte Vedra Beach, Fla., serves as the Debtor's bankruptcy
counsel.

In its schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.

The Debtor's plan that was filed in October 2011 provides for the
delivery of a portion of the Debtor's properties which are subject
to Farm Credit's liens, which delivery the Debtor asserts will
provide the "indubitable equivalent" of Farm Credit's secured
claim.  Management of the reorganized Debtor will remain the same
after the bankruptcy exit.  Counsel for Farm Credit has opposed
the Plan, citing that the Plan is a partial "dirt for debt" plan
seeking to force Farm Credit to receive a portion of its real
property in full satisfaction of approximately $27,400,000 in
secured claims while the Debtor retains approximately 622 acres of
real property collateral which Farm Credit is forced to release
under the Plan.

An Official Committee of Unsecured Creditors has not been
appointed.  Additionally, no trustee or examiner has been
appointed.


SUPERLEAF TIMBER: Elects Jan. 23 as Plan Effective Date
-------------------------------------------------------
Counsel to Sugarleaf Timber, LLC, filed an amended notice
reflecting that pursuant to the Debtor's First Amended Chapter 11
Plan of Reorganization, pursuant to Farm Credit of Florida, ACA's
request, and at the Bankruptcy Court's direction at a Dec. 20,
2013 hearing, the Debtor elects Jan. 23, 2014 as the Effective
Date of the Plan.

In a separate court filing dated Dec. 18, 2013, the Debtor noted
that it withdrew its motion for authority to use cash collateral
without prejudice to its refiling.

                    About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the
business of purchasing, developing, and reselling real property in
Northeast Florida.  The Company filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.  Chief
Bankruptcy Judge Paul M. Glenn presides over the case.  Robert D.
Wilcox, Esq. -- rdwilcox@bmdpl.com -- of the Wilcox Law Firm, in
Ponte Vedra Beach, Fla., serves as the Debtor's bankruptcy
counsel.

In its schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.

The Debtor's plan that was filed in October 2011 provides for the
delivery of a portion of the Debtor's properties which are subject
to Farm Credit's liens, which delivery the Debtor asserts will
provide the "indubitable equivalent" of Farm Credit's secured
claim.  Management of the reorganized Debtor will remain the same
after the bankruptcy exit.  Counsel for Farm Credit has opposed
the Plan, citing that the Plan is a partial "dirt for debt" plan
seeking to force Farm Credit to receive a portion of its real
property in full satisfaction of approximately $27,400,000 in
secured claims while the Debtor retains approximately 622 acres of
real property collateral which Farm Credit is forced to release
under the Plan.

An Official Committee of Unsecured Creditors has not been
appointed.  Additionally, no trustee or examiner has been
appointed.


TECHPRECISION CORP: Amends By-Laws, Adopts Governance Guidelines
----------------------------------------------------------------
By unanimous written consent, the Board of Directors of
TechPrecision Corporation amended and restated the By-laws of the
Company to update the Bylaws to reflect the current state of the
Company as well as to update outdated provisions and provisions
that are no longer customary for public companies.

Among other things, the Board clarified the procedures and
requirements related to stockholder proposals for consideration at
the Company's annual meeting and director nomination and enhanced
the indemnification and insurance requirements with respect to the
Company's directors and officers.

Corporate Governance Guidelines

On Jan. 28, 2014, the Board also adopted Corporate Governance
Guidelines as a general governance framework for the Company to
which the Company's directors, officers and other employees will
be expected to adhere.  Among other things, the Guidelines provide
for a "plurality plus" voting standard for director elections, age
limitations on directors and other governance guidelines and
principles intended to further the interests of the Company's
stockholders.  Under the plurality plus voting standard, directors
elected by less than a majority of votes cast at the stockholder
meeting at which they were elected shall offer to resign from the
Board and the Board will have 90 days to decide to accept that
resignation.

A copy of the Amended By-Laws is available for free at:

                        http://is.gd/CXStza

A copy of the Corporate Governance Guidelines is available for
free at http://is.gd/MBHUUY

                        About TechPrecision

TechPrecision Corporation (OTC BB: TPCSE), through its wholly
owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical
Components Co., Ltd., globally manufactures large-scale, metal
fabricated and machined precision components and equipment.

Loss from operations was $1.6 million in fiscal 2013 compared to
an operating loss of $3.4 million in fiscal 2012.  The Company's
balance sheet at Sept. 30, 2013, showed $18.56 million in total
assets, $10.37 million in total liabilities and $8.18 million in
total stockholders' equity.

In their report on the consolidated financial statements for the
year ended March 31, 2013, KPMG LLP, in Philadelphia, Pa., said
that the Company was not in compliance with the fixed charges and
interest coverage financial covenants under their credit facility,
and the Bank has not agreed to waive the non-compliance with the
covenants.  "Since the Company is in default, the Bank has the
right to accelerate payment of the debt in full upon 60 days
written notice.  The Company has suffered recurring losses from
operations, and the Company's liquidity may not be sufficient to
meet its debt service requirements as they come due over the next
twelve months.  These circumstances raise substantial doubt about
the Company's ability to continue as a going concern."


TEXAS STATE AFFORDABLE: S&P Affirms CC Rating on Housing Rev Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'CC(sf)' long-
term rating on Texas State Affordable Housing Corp.'s (American
Opportunity Foundation/Bexar Affordable Housing Corp.) series
2011A and 2011A-T multifamily housing revenue bonds, issued for
the HDSA Texas Affordable Housing Pool project, and removed the
rating from CreditWatch, where it was placed with negative
implications on Oct. 21, 2013.  The outlook is negative.

At the same time, Standard & Poor's has affirmed its 'D (sf)'
long-term rating on the corporation's 2011B subordinate bonds,
also issued for the HDSA Texas Affordable Housing Pool project.

"The removal of the 'CC (sf)' rating from CreditWatch follows a
large $1,451,321.88 draw from the project's $1,651,321.88 debt
service reserve fund (DSRF) to make its scheduled Jan. 1, 2014,
payment on the 2011A and A-T bonds, which, barring unforeseen
enhancements, leaves only $200,000 remaining in the DSRF to cover
all future debt obligations on these bonds," said Standard &
Poor's credit analyst Raymond S. Kim.

Meanwhile, the 'D (sf)' rating reflects Standard & Poor's view of
the continued nonpayment of debt service on the 2011B subordinate
bonds, which remain in default.

"The negative outlook on the 2011A and A-T bonds reflects our view
that the scheduled July 2014 debt service payment for these bonds
will not be made," Mr. Kim added.  "We base this on the Jan. 1,
2014, payment, which sharply reduced the DSRF balance from
$1,651,321.88 to $200,000.  Should an event of a default on the
July 2014 debt service payment occur, we will lower the rating on
the 2011A and A-T bonds."


TRANSTAR HOLDING: S&P Alters Outlook to Neg. Over ETX Acquisition
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Cleveland-based transmission parts distributor Transtar
Holding Co. to negative from stable and affirmed its 'B' corporate
credit rating on the company.  At the same time, S&P affirmed its
'B+' rating on Transtar's proposed upsized first-lien credit
facility, which consists of a $50 million revolver due 2017 and a
$370 million term loan due 2018.  The '2' recovery rating on this
debt remains unchanged, indicating S&P's expectation for
substantial (70%-90%) recovery for lenders in the event of a
payment default.  S&P also affirmed its 'CCC+' rating on
Transtar's proposed upsized second-lien credit facility, which
consists of a $170 million term loan due 2019.  The '6' recovery
rating on this debt remains unchanged, indicating S&P's
expectation for negligible (0%-10%) recovery for lenders in the
event of a payment default.

"The outlook revision reflects our view of the potential risks
Transtar faces both in integrating the newly acquired ETX Holdings
Inc. and improving the operating performance of its base business
amid the sluggish demand conditions in the automotive
aftermarket," said Standard & Poor's rating analyst Robyn Shapiro.
Two industry-specific factors--miles driven and vehicle age--
remain somewhat weak. Miles driven have increased since 2008, but
they remain less than the 2007 peak.  In addition, the age of the
vehicles in the car parc has risen in recent years because of
newer vehicles' higher quality and durability.

S&P considers Transtar to have a "weak" business risk profile.
S&P's assessment reflects its expectation that, despite sluggish
end-market demand, the company will maintain its operating
performance in line with recent history, including good margins
that exceed those of other rated aftermarket distribution
companies in the mid-teens percentage area.  Transtar is the
largest light-vehicle aftermarket transmission parts distributor
in the U.S., even though S&P believes this is a niche segment.
The company's acquisition of ETX diversifies its product mix
slightly, such as for its same- or next-day service of torque
converters through its national distribution network.

The negative outlook reflects S&P's view of the potential risks of
Transtar faces in integrating the newly acquired ETX and improving
its base business' operating performance amid the sluggish demand
conditions in the automotive aftermarket.

S&P could lower the rating within the next year if the company's
free cash flow generation turns negative.  This could occur if
gross margins declined significantly, perhaps as a result of
significantly weaker-than-expected end-market demand and
acquisition integration issues, while working capital needs
increased.

Alternatively, S&P could consider revising the outlook to stable
within the next year if the company remains on course with its
operational improvement initiatives, if it continues to generate
positive free cash flow, and if it develops a track record of
successful operation with the acquired business.


TUSCANY INTERNATIONAL: Has Interim Authority to Tap DIP Loans
-------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware gave Tuscany International Holdings (U.S.A.) Ltd., et
al., interim authority to obtain secured postpetition financing on
a senior secured, superpriority basis of a dual-draw term loan
credit facility of up to an aggregate principal amount of
$70,000,000, plus certain accrued and unpaid interest from Credit
Suisse AG, as administrative agent, The Bank of New York Mellon,
as global collateral agent, Credit Suisse AG, Cayman Islands
Branch, as special collateral agent, and BNY Mellon Servicos
Financeiros DTVM S.A., as Brazilian collateral agent.

In the interim, amounts under the DIP Facility will be made
available up to $15,000,000.  Additional amounts under the DIP
Facility will be made available up to $20,000,000 in aggregate
principal amount upon final approval of the DIP Loan.  A portion
of the Prepetition Senior Obligations will be redesignated as DIP
Loans in the amount of up to $35,000,000.

A full-text copy of the Interim DIP Order is available for free
at http://bankrupt.com/misc/TUSCANYdip0204.pdf

The hearing to consider final approval of the request is scheduled
for March 3, 2014, at 1:00 p.m. (prevailing Eastern time).

                          About Tuscany

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Attorneys at Latham Watkins LLP and Young Conaway Stargatt &
Taylor LLP serve as the Debtors' co-counsel.  FTI Consulting
Canada, Inc.'s Deryck Helkaa is the chief restructuring officer.
Prime Clerk LLC is the claims and notice agent.  McCarthy Tetrautt
LLP is the special Canadian counsel.  Deloitte & Touche LLP is
providing tax professionals.


TUSCANY INTERNATIONAL: Can Use Cash Collateral Until March 3
------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware gave Tuscany International Holdings (U.S.A.) Ltd., et
al., interim authority to use cash collateral securing their
prepetition indebtedness.

As adequate protection of the interests of the Prepetition Agent
and Prepetition Secured Creditors, they will be granted adequate
protection liens junior only to a carve out, senior prior liens,
DIP liens, and senior statutory liens.  The Prepetition Lenders
will also be granted an allowed superpriority administrative
expense claim against each of the Debtors on a joint and several
basis.  The Adequate Protection Claim will be subject to the
payment in full in cash of (A) the Carve Out; and (b) the DIP
Superpriority Claim.

The term "carve out" means collectively the following: (i)
statutory fees payable to the U.S. Trustee or fees payable to the
clerk of the Court; (ii) all accrued and unpaid fees,
disbursements, costs and expenses incurred by case professionals
in an aggregate amount not to exceed (x) $500,000 with regard to
fees incurred by professionals employed by the Debtors and (y)
$100,000 with regard to fees incurred in the aggregate by the
professionals retained by all statutory committees.

The hearing to consider final approval of the request is scheduled
for March 3, 2014, at 1:00 p.m. (prevailing Eastern time).

                          About Tuscany

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Attorneys at Latham Watkins LLP and Young Conaway Stargatt &
Taylor LLP serve as the Debtors' co-counsel.  FTI Consulting
Canada, Inc.'s Deryck Helkaa is the chief restructuring officer.
Prime Clerk LLC is the claims and notice agent.  McCarthy Tetrautt
LLP is the special Canadian counsel.  Deloitte & Touche LLP is
providing tax professionals.


TUSCANY INTERNATIONAL: Has Interim OK to Pay Critical Vendors
-------------------------------------------------------------
Tuscany International Holdings (U.S.A.) Ltd., et al., received
interim authority from Judge Kevin Gross of the U.S. Bankruptcy
Court for the District of Delaware to pay the claims of critical
vendors provided that payments to these vendors do not exceed $1.4
million and provided further that any payments to these vendors in
excess of $1.2 million in the aggregate will not be made without
prior consent of the DIP Agent and Lenders.

The final hearing with respect to the motion will be held on
March 3, 2014, at 1:00 p.m.

                          About Tuscany

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Attorneys at Latham Watkins LLP and Young Conaway Stargatt &
Taylor LLP serve as the Debtors' co-counsel.  FTI Consulting
Canada, Inc.'s Deryck Helkaa is the chief restructuring officer.
Prime Clerk LLC is the claims and notice agent.  McCarthy Tetrautt
LLP is the special Canadian counsel.  Deloitte & Touche LLP is
providing tax professionals.


TUSCANY INTERNATIONAL: TID Has Authority to Act as Foreign Rep
--------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Tuscany International Drilling Inc. ("TID") to
act as the foreign representative on behalf of the estates of
Tuscany International Holdings (U.S.A.) Ltd., et al., in any
judicial or other proceedings in a foreign country, including any
bankruptcy proceeding in Canada.

As previously reported by The Troubled Company Reporter, in
addition to their operations in the U.S. and South America, the
Debtors have certain assets and operations in Canada.  TID is
incorporated in Canada and is the parent of Tuscany International
Holdings (U.S.A.) Ltd.  TID, as the foreign representative, will
shortly seek ancillary relief in Canada on behalf of the Debtors,
pursuant to the Companies' Creditors Arrangement Act in the
Calgary Courts Center (Commercial List) in Calgary, Alberta,
Canada.

The purpose of the ancillary proceedings is to request that the
Canadian court recognize the Chapter 11 cases as a "foreign non-
main proceeding" under the applicable provisions of the CCAA in
order to, among other things, protect the Debtors' assets and
operations in Canada.

As a foreign representative, TID will be authorized and will have
the power to act in any permitted by applicable foreign law,
including, but not limited to (a) seeking recognition of the
Chapter 11 cases in the Canadian Proceedings, (b) requesting that
the Canadian Court lend assistance to the U.S. Court in protecting
the property of the Debtors' estates, and (c) seeking any other
appropriate relief from the Canadian Court that TID deems just and
proper in the furtherance of the protection of the Debtors'
estates.

                          About Tuscany

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Attorneys at Latham Watkins LLP and Young Conaway Stargatt &
Taylor LLP serve as the Debtors' co-counsel.  FTI Consulting
Canada, Inc.'s Deryck Helkaa is the chief restructuring officer.
Prime Clerk LLC is the claims and notice agent.  McCarthy Tetrautt
LLP is the special Canadian counsel.  Deloitte & Touche LLP is
providing tax professionals.


TUSCANY INTERNATIONAL: Can Employ Prime Clerk as Claims Agent
-------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Tuscany International Holdings (U.S.A.) Ltd.,
et al., appoint Prime Clerk LLC as claims and noticing agent to,
among other things, (i) distribute required notices to parties-in-
interest; (ii) receive, maintain, docket and otherwise administer
the proofs of claim filed in the Debtors' Chapter 11 cases; and
(iii) provide other administrative services -- as required by the
Debtors -- that would fall within the purview of services to be
provided by the Clerk's office.

For its claims and noticing services, Prime Clerk will charge the
Debtors at these hourly rates:

                                    Hourly Rate
                                    -----------
     Case Manager                      $45
     Analyst                          $135
     Technology Consultant            $130
     Consultant                       $140
     Senior Consultant                $170
     Director                         $195

                          About Tuscany

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Attorneys at Latham Watkins LLP and Young Conaway Stargatt &
Taylor LLP serve as the Debtors' co-counsel.  FTI Consulting
Canada, Inc.'s Deryck Helkaa is the chief restructuring officer.
Prime Clerk LLC is the claims and notice agent.  McCarthy Tetrautt
LLP is the special Canadian counsel.  Deloitte & Touche LLP is
providing tax professionals.


UNIVERSITY GENERAL: Files Q1, Q2 & Q3 2013 Quarterly Reports
------------------------------------------------------------
University General Health System, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly reports for the
periods ended March 31, 2013, June 30, 2013, and Sept. 30, 2013.

For the three months ended March 31, 2013, the Company incurred a
net loss attributable to common shareholders of $17.59 million on
$31.25 million of total revenues as compared with net income
attributable to common shareholders of $489,438 on $19.08 million
of total revenues for the same period a year ago.  A copy of the
Q1 Form 10-Q is available for free at http://is.gd/MhiOLn

The Company incurred a net loss attributable to common
shareholders of $15.91 million on $77.69 million of total revenues
for the six months ended June 30, 2013, as compared with net
income attributable to common shareholders of $1.50 million on
$48.16 million of total revenues for the same period during the
prior year.  A copy of the Q2 Form 10-Q is available for free at:

                         http://is.gd/UHA9ad

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss attributable to common shareholders of $14.92 million on
$127.24 million of total revenues as compared with net income
attributable to common shareholders of $3.35 million on $84.18
million of total revenues for the same period during the previous
year.  A copy of the Q3 Form 10-Q is available for free at:

                        http://is.gd/1RurnW

As of Sept. 30, 2013, the Company had $189.45 million in total
assets, $169.55 million in total liabilities, $3.07 million in
series C, convertible preferred stock, and $16.82 million in total
equity.

"This was a much better quarter for the Company than the previous
quarters of 2013, and we are working diligently to improve our
financial reporting systems as well as our ongoing commitment to
the development of our physician-centric health delivery system in
Dallas," commented Dr. Hassan Chahadeh, M.D., chairman and chief
executive officer of University General Health System, Inc.
"Financially, our net revenue increased by 38% relative to the
third quarter of 2012, yet our operating income decreased from
prior-year levels.  While our UGH Houston hospital continues to
perform well, our UGH Dallas hospital has struggled to achieve
expected results and we have implemented a strategic plan to
improve results in the upcoming quarters."

"We are very pleased that we have now filed our three quarterly
reports and believe the hiring of additional financial staff,
including a Chief Accounting Officer, two controllers at our
hospitals, a controller for our Hospitality Management Company and
a controller for our physician management services group, as well
as a number of other support staff, will contribute to our ability
to file on a timely basis in the future," noted Dr. Chahadeh.  "We
invested nearly $15 million during the first nine months of 2013
on marketing initiatives, financial auditing and accounting,
legal, management retention, and future development costs.  These
were reflected as non-capitalized expenses, and we expect at least
half of these costs to be non-recurring in 2014.  We expect to
realize significant benefits from these investments in the current
and future years."

"The negative working capital and relative low levels of cash and
cash equivalents amounts, significant increase in operating
expenses, and required past due payroll and income tax payments
raise substantial doubt concerning the Company's ability to
continue as a going concern for a reasonable period of time," the
Company said in its quarterly report for the period ended
Sept. 30, 2013.

University General held a conference on Tuesday, Feb. 4, 2014, to
review the Company's Form 10-Q filings for the quarters ended
March 31, 2013; June 30, 2013; and Sept. 30, 2013, and to update
investors regarding other topics of interest.

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

University General incurred a net loss attributable to common
shareholders of $3.97 million on $113.22 million of total revenues
for the year ended Dec. 31, 2012, as compared with a net loss
attributable to common shareholders of $2.57 million on $71.17
million of total revenues during the prior year.

Moss, Krusick & Associates, LLC, in Winter Park, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has negative working capital and
relative low levels of cash and cash equivalents.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


VICTORY EMS: Case Summary & 13 Unsecured Creditors
--------------------------------------------------
Debtor: Victory EMS, Inc.
        1275 North Air Depot Blvd
        Oklahoma City, OK 73110-3333

Case No.: 14-10429

Chapter 11 Petition Date: February 10, 2014

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Hon. Niles L. Jackson

Debtor's Counsel: Roland V. Combs, III, Esq.
                  LAW FIRM OF ROLAND V. COMBS III & ASSOC
                  P.O. Box 60647
                  4401 NW 4th Street Suite 121
                  Oklahoma City, OK 73146-0647
                  Tel: (405) 942-7866
                  Fax: 405-942-7845
                  Email: rolandvcombs@sbcglobal.net

Estimated Assets: $0 to $50,000

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

The petition was signe by Joe Weaver, chief operations manager.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/okwb14-10429.pdf


VINCE YOUNG: To Exit Chapter 11 Quickly with Deal
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vince Young, the star college quarterback who went on
to play six season in the National Football League, won't be in
bankruptcy much longer.

According to the report, Young sought Chapter 11 protection on
Jan. 17 in Houston and filed papers on Jan. 31 saying he's settled
disputes with Pro Player Funding, the lender whose actions
prompted bankruptcy.

Young quarterbacked the University of Texas to a collegiate title
in 2005 before playing five seasons for the NFL's Tennessee Titans
and one with the Philadelphia Eagles, the report related.  Young
sought Chapter 11 protection because Pro Player was about to seize
his assets, according to court papers.

A third party purchased the Pro Player debt, the report further
related.  Young said he worked out an arrangement to pay that
party in full. Amounts weren't stated.

In seeking dismissal of the bankruptcy, Young said he will pay all
creditors in full within 10 days, excluding lenders with liens on
his home and car, the report added.

The case is In re Vincent P. Young Jr., 14-bk-30400, U.S.
Bankruptcy Court, Southern District of Texas (Houston).  Brian
Kilmer, Esq., serves as Young's bankruptcy lawyer.  Sean Bellew,
Esq., represents Pro Player Funding.


VIVARO CORP: Court Rules in Suit Against Raza Communication
-----------------------------------------------------------
Bankruptcy Judge Martin Glenn granted, in part, and denied, in
part, the Motion for Partial Judgment on the Pleadings Pursuant to
Rule 7012 of the Federal Rules of Bankruptcy Procedure and Rule
12(c) of the Federal Rules of Civil Procedure Dismissing
Counterclaim of Raza Communication, Inc., filed by Kare
Distribution, Inc., in the lawsuit, VIVARO CORPORATION, STI
PREPAID, LLC, KARE DISTRIBUTION, INC., STI TELECOM, INC., TNW
CORPORATION, STI CC 1, LLC and STI CC 2, LLC, Plaintiffs, v. RAZA
COMMUNICATION, INC. and SALIM HEMANI, individually, Defendants,
Adv. Proc. No. 12-01928 (MG) (Bankr. S.D.N.Y.).

The disputes arise from a distribution agreement between Kare and
Raza, whereby Kare sold prepaid calling cards to Raza, which Raza
agreed to distribute in an exclusive territory in Chicago.  When
Raza failed to pay substantial outstanding invoices, Kare stopped
honoring the exclusivity clause in the distribution agreement and
ultimately terminated the distribution agreement.  Kare sued Raza
to recover the amount due; Raza counterclaimed, seeking to recover
alleged lost profits because Kare sold to parties that Raza claims
were in Raza's exclusive territory.  The distribution agreement,
governed by New York law, contains a limitation of liability
clause barring recovery of consequential damages.  Kare asserts it
is entitled to judgment on the pleadings on Raza's consequential
damages claim.  Kare also seeks to dismiss the one counterclaim
asserted by Raza.

The Plaintiffs allege that Raza owes $1,012,820 for calling cards
that Kare delivered to Raza, and $87,414.79 for calling cards that
STi Prepaid delivered to Raza.

According to Judge Glenn, "Each party accuses the other of
breaching the Distribution Agreement. Whether Raza's alleged
material breach of contract by failing to pay amounts due excused
Kare's performance of the exclusive distribution clause cannot be
determined on a motion to dismiss. But on the pleadings before the
Court, Raza has not pleaded facts sufficient to avoid the
limitation of liability clause in the Distribution Agreement.  For
the reasons stated . . . the Motion is GRANTED in part, and the
Counterclaim is dismissed without prejudice to the extent it seeks
to recover consequential damages; the Motion is DENIED insofar as
it seeks to dismiss the Counterclaim in its entirety."

A copy of Judge Glenn's Feb. 6, 2014 Memorandum Opinion and Order
is available at http://is.gd/5CxlmSfrom Leagle.com.

Zieske Law's William F. Zieske, Esq., argues for the Defendants.

                         About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc., STi
Prepaid, LLC, STI Telecom, Inc., TNW Corporation, STi1, LLC and
STi2, LLC.

Bankruptcy Judge Martin Glenn oversees the case.  The Debtors are
represented by John R. Goldman, Esq., Frederick E. Schmidt, Jr.,
Esq., and Justin B. Singer, Esq., at Herrick, Feinstein LLP.
Garden City Group Inc. is the claims and notice agent.  SSG
Capital Advisors, LLC, serves as investment banker.  UHY Advisors
NY, Inc. and UHY LLP provide accounting and tax services.

Vivaro tapped Marotta Gund Budd & Dzera, LLC, to provide crisis
management services.  The firm's Philip J. Gund serves as chief
restructuring officer; B. Lee Fletcher serves as acting chief
financial officer; and Lyle Potash serves as assistant
restructuring officer.  The Law Offices of Gabriel Del Virginia
serves as special counsel to investigate and prosecute the
avoidance actions.  Womble Carlyle Sandridge & Rice, LLP, serves
as special counsel for matters related compliance with the Federal
Communications Commission rules and regulations in connection with
the sale of the Debtors' assets.

The U.S. Trustee for Region 2 appointed five members to the
official committee of unsecured creditors.  Arent Fox LLP, led by
George P. Angelich, Esq., serves as counsel; and BDO Consulting is
the financial advisor to the committee.

In its schedules, Vivaro disclosed $47,530,929 in total assets and
$51,643,053 in total liabilities.

Angel Telecom Corporation disclosed that on Feb. 8, 2013, Next
Angel LLC, a joint venture between Angel Telecom (Angel), Next
Communications, Inc. and Marcatel Telecommunications, LLC,
acquired substantially all of the assets of Vivaro and certain of
its affiliates out of Vivaro's bankruptcy.  Angel owns a 42.5%
stake in Next Angel.  Dow Jones' DBR Small Cap said the assets
were sold for $4.5 million in cash plus $25 million in assumed
liabilities.


WHEATLAND MARKETPLACE: Can Use Cash Collateral Through Feb. 28
--------------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered a second interim order
extending the time, through and including Feb. 28, 2014, with
which Wheatland MarketPlace, LLC, may use the cash collateral of
the U.S. Bank National Association, as Trustee for Bear Stearns
Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-
Through Certificates, Series 2003-TOP12 acting by and through C-
III Asset Management LLC, in its capacity as special servicer
pursuant to the Oct. 1, 2003 pooling and servicing agreement.

As adequate protection, the Debtor will pay $47,510.29 as adequate
protection to the noteholder on or before Feb. 15, 2014.  The
Court will hold a final hearing on the further use of cash
collateral on Feb. 25, 2014.

As reported in the Troubled Company Reporter on Dec. 30, 2013,
Judge Hollis entered an interim order allowing Wheatland
MarketPlace to use until Jan. 31, 2014, the cash collateral of the
U.S. Bank National Association, as Trustee for Bear Stearns
Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-
Through Certificates, Series 2003-TOP12 acting by and through
C-III Asset Management LLC, in its capacity as special servicer
pursuant to the Oct. 1, 2003 pooling and servicing agreement.

Use of cash collateral will be in accordance with a budget.  A
copy of the budget is available for free at:

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

The cash collateral includes any cash or cash equivalents, funds
or proceeds of or from that certain improved real property
described in the mortgage and security agreement dated Aug. 27,
2003, executed by the Debtor for the benefit of Principal
Commercial Funding to pay operating expenses of the Property.

As adequate protection for the Debtor's use of cash collateral,
(a) the Debtor will make a $95,021 payment to U.S. Bank by
Jan. 15, 2014; provided, however, that the application of the
payment by U.S. Bank against any indebtedness owing in accordance
with the terms of the loan documents will be provisional only and
subject to further court order, and (b) U.S. Bank will have nunc
pro tunc as of the commencement of the Chapter 11 case, a
replacement lien and security interest on all property acquired or
generated postpetition by the Property, to the same extent and
priority and of the same kind and nature as U.S. Bank's
prepetition liens and security interests in the cash collateral.

Wheatland Marketplace, LLC, owner of a commercial retail center in
Naperville, Illinois, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013.
The Debtor has tapped Thomas W. Toolis, Esq., at Jahnke, Sullivan
& Toolis, LLC, in Frankfurt, Illinois, as counsel.  Coleen J.
Lehman Trust and Lucy Koroluk each holds a 50% membership interest
in the Debtor.


XTREME POWER: Potential Buyers Have Until March 20 to Submit Bids
-----------------------------------------------------------------
Xtreme Power on Feb. 10 disclosed that it won bankruptcy court
approval on February 7 to eliminate a February deadline for bids
and instituted a straight auction process in March.  Horizon
Technology Finance Corporation will provide debtor-in-possession
financing and serve as the stalking horse at the auction with a
bid of $10 million and a pledge not to compete with firms bidding
higher.

"This is all very good news -- qualified bids are now due
March 18, with an auction on March 20," said Peter S. Kaufman,
President and Head of Restructuring and Distressed M&A of Gordian
Group LLC.  "We also announced in court on Thursday that we have
contacted over 100 buyers to purchase Xtreme Power, and about 30
firms have signed non-disclosure agreements to demonstrate their
seriousness and gain access to management and Xtreme Power's
confidential information."

Last month, Xtreme Power filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Western District of Texas.
The Chapter 11 filing enables the company to continue its
operations at all locations as it identifies an acquirer.  The
decision to file for Chapter 11 protection is part of a strategy
to ensure that the company and its cutting-edge value offerings
continue to be viable in the marketplace and take advantage of
growing energy storage markets.  The company's core engineering,
project development and operations staff will remain in place
during this process.

"With an unmatched track-record for deploying applications that
work as designed, we're perfectly poised to take advantage of the
latest developments in our market," said Alan Gotcher, CEO of
Xtreme Power.

On January 21, 2014, the Puerto Rico Electric Power Authority
("PREPA") announced the approval of eight projects for 210 MW of
renewable energy requiring storage -- the culmination of years of
preparation, in which Xtreme Power took an active role.

In addition, California regulators recently approved an ambitious
plan to install a large amount of energy storage projects totaling
over 1,325 MW by 2020 to help the state meet its renewable energy
mandate.  Of note, large-scale pumped storage was excluded in
favor of newer, more sophisticated technologies, like Xtreme
Power's. The first bidding process will start by the end of 2014
and continue every two years.  Also this week, several Caribbean
nations committed to replacing diesel generators with renewable
energy sources to power their grids.

Xtreme Power retained Gordian Group LLC to assist in the sale of
the company.  Gordian Group LLC is one of the nation's leading
independent investment banks specializing in complex and/or
distressed financial advisory and mergers and acquisitions work.
Gordian will work with Xtreme Power to help manage the sale
process.

With 12 projects in the field accounting for 60 MW of grid-scale
installations, ranging from 1MW up to 36 MW, Xtreme Power's
operational experience includes more than 34,100 MWh charged and
discharged over 472,200 hours of integrated power unit operation.
The grid-scale energy storage market is poised for significant
growth in the next five years.  Xtreme Power has already built the
largest energy storage system of its kind for Duke Energy's
Notrees wind energy farm in Texas, and has operations spanning
from the Hawaiian Islands to the South Pole.

Interested bidders should contact Gordian Group, care of
Matthew Jacobs at (212) 486-3600 ext. 114 or mj@gordiangroup.com

                        About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.

Judge Christopher H. Mott presides over the case.

The Debtors have tapped Jordan Hyden Womble & Culbreth & Holzer,
P.C., as bankruptcy attorneys, Baker Botts L.L.P. as special
counsel, Gordian Group, LLC, as investment banker and financial
advisor.

Xtreme Power Inc. estimated assets of at least $10 million and
liabilities of at least $50 million.


XTREME POWER: Hiring of Baker Botts & Gordian Group Opposed
-----------------------------------------------------------
The City of Austin Police Retirement System objects to the
requests filed by Xtreme Power Inc. and its debtor-affiliates with
the U.S. Bankruptcy Court for the Western District of Texas to
employ Baker Botts, LLP as special counsel and Gordian Group, LLC,
to provide banking and financial advisory services.

According to Austin Police, Baker Botts' representation of the
Debtor while holding a reported claim in excess of $668,000
constitutes a clear conflict in this case.  Moreover, this debt
owed Baker Botts according to the Debtor's schedules constitutes
an irreconcilable conflict.

On its opposition to the employment of Gordian Group, Austin
Police states that there is no need for Gordian Group to provide
"investment banking and financial advisory services" if all of
Xtreme Power's assets are to be sold.

Austin Police's attorney can be reached at:

       Walter H. Tarcza, Esq.
       TARCZA & ASSOCIATES, LLC
       228 St. Charles Ave., Suite 1310
       New Orleans, LA 70130
       Tel: (504) 525-6696
       Fax: (504) 525-6701

                       About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.

Judge Christopher H. Mott presides over the case.

The Debtors have tapped Shelby A. Jordan, Esq., Harlin C. Womble,
Jr., Esq., Nathaniel Peter Holzer, Esq., Brennon Gamblin, Esq.,
Susan M. Womble, Esq., and Antonio Ortiz, Esq., at Jordan Hyden
Womble & Culbreth & Holzer, P.C., as bankruptcy attorneys, Baker
Botts L.L.P. as special counsel, Gordian Group, LLC, as investment
banker and financial advisor.

Xtreme Power Inc. estimated assets of at least $10 million and
liabilities of at least $50 million.

Xtreme Power on Feb. 7 won bankruptcy court approval to eliminate
a February deadline for bids and instituted a straight auction
process in March.  Horizon Technology Finance Corporation will
provide debtor-in-possession financing and serve as the stalking
horse at the auction with a bid of $10 million and a pledge not to
compete with firms bidding higher.


XZERES CORP: Paul DeBruce Stake at 15.9% as of Dec. 17
------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Paul DeBruce disclosed that as of Dec. 17, 2013, he
beneficially owned 6,666,666 shares of common stock of Xzeres Corp
representing 15.9 percent of the shares outstanding.  A copy of
the regulatory filing is available for free at http://is.gd/rdwVhm

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

Xzeres incurred a net loss of $7.59 million on $4.51 million of
gross revenues for the year ended Feb. 28, 2013, as compared with
a net loss of $8.60 million on $3.96 million of gross revenues for
the year ended Feb. 28, 2012.  The Company's balance sheet at
Nov. 30, 2013, showed $7.64 million in total assets, $12.27
million in total liabilities and a $4.62 million total
stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statement for the year ended Feb. 28, 2013.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


ZLOMREX INTERNATIONAL: U.K. Debt Arrangement Enforced in U.S.
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.K. debt arrangement proposed by Zlomrex
International Finance SA, the financing vehicle for an integrated
Polish steel producer, will be enforced in the U.S.

According to the report, on Jan. 31, after no creditors objected,
the New York judge ruled that the U.K. is home to the so-called
foreign main proceeding, halting creditor actions in the U.S.  The
U.S. court is also enforcing the U.K. debt arrangement extending
the Feb. 1 maturity of 117.9 million euros ($159.2 million) in 8.5
percent senior secured notes.

The notes provided primary financing for affiliates Hutta Stali
Jakosciowych SA, Ferrostal Labedy Sp, Zlomrex Metal Sp and their
parent, Cognor SA, the report related.  The company said it would
be unable to refinance the notes at maturity.  Although the
financing vehicle is a French-incorporated business, the company
avoided a bankruptcy in France because it would cause defaults on
other obligations.  The company said a Chapter 11 reorganization
in the U.S. would be too costly.

The debt restructuring is being carried out through proceedings
initiated in November in the Chancery Division of the High Court
of Justice of England and Wales, the report further related.  The
U.K. court is approving what?s known technically as a "scheme of
arrangement," akin to Chapter 11 in the U.S.

For full payment under the scheme, holders of the notes will be
given new secured notes maturing in 2020 for 80 percent of the
current debt, the report said.  The other 20 percent will be in
exchangeable debt securities to mature in 2021.

                    About Zlomrex International

Zlomrex International Finance SA filed a petition for Chapter 15
protection on Dec. 23, 2013 (Case No. 13-bk-14138, Bankr.
S.D.N.Y.) to assist the Chancery Division of the High Court of
Justice of England and Wales court in extending the Feb. 1
maturity of EUR117.9 million in 8.5 percent senior secured notes.

White Case LLP serves as solicitors for Zlomrex International in
the U.K. proceeding.


* Chapter 13 Debt Limits Aren't 'Jurisdictional'
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an objection that an individual in Chapter 13 has
more debt than permitted by Section 109(e) of the Bankruptcy Code
isn't "jurisdictional" and can be waived, according to U.S.
District Judge Kenneth A. Marra in Miami.

The report related that bankruptcy judge approved a Chapter 13
plan, prompting an appeal by a lender with a third lien on a home.
The lender claimed that the bankrupt had more unsecured debt than
Section 109(e) permits.

According to the report, Judge Marra agreed with the bankruptcy
court and ruled on Jan. 29 that the lender was barred by the
doctrine of laches from raising the Section 109 issue.
Information underlying the fault was available during two years
the case was in active litigation with the lender.

Although the U.S. Court of Appeals in Atlanta hadn't ruled on the
issue, Judge Marra said that a majority of courts say that a
Section 109 violation doesn't deprive the court of jurisdiction,
the report related.

Judge Marra said that violation of Section 109 didn't deprive the
court of jurisdiction, so the objection could be waived or subject
to laches, the report added.

The case is General Lending Corp. v. Cancio, 13-bk-21030, U.S.
Bankruptcy Court, Southern District of Florida (Miami).


* Flour-Milling JV Planned by Cargill, ConAgra, CHS Again Delayed
-----------------------------------------------------------------
John Kell, writing for The Wall Street Journal, reported that
ConAgra Foods Inc., Cargill Inc. and CHS Inc. again pushed back
the date they expect to combine their North American flour-milling
businesses into a multibillion-dollar joint venture.

According to the report, the delay comes nearly a year after the
three companies said they would combine those businesses to form a
new company, called Ardent Mills, which would unite ConAgra Mills
and Horizon Milling, a joint venture formed in 2002 between
Cargill and CHS.

Ardent Mills will be the industry's biggest player, selling flour
products to customers in the baking and food industries, the
report related.

But in July, the U.S. Justice Department said it was investigating
the plan, and in a Securities and Exchange Commission filing on
Feb. 10, ConAgra said the pushed-back date was due to the
continuing regulatory review process, among other reasons, the
report further related.

The companies now expect the deal to close in the second quarter,
after initially expecting the joint venture to form by the end of
2013, the report added.  In November, they expected the deal to be
completed in the first quarter of 2014.


* Holder Widens Rights for Gay Married Couples
----------------------------------------------
Devlin Barrett, writing for The Wall Street Journal, reported that
same-sex spouses will have the same legal rights in federal
matters as other married couples when it comes to issues of
bankruptcy, prison visits and testimony, under new policies to be
issued on Feb. 10 by the Justice Department.

According to the report, the move follows a Supreme Court decision
last year that invalidated a key part of the Defense of Marriage
Act that defined marriage as solely between a man and a woman. The
Justice Department has been reviewing federal rules and
regulations to see what it can legally change without legislation
from Congress.

The announcement is another indication of how quickly state and
federal policies on gay rights are shifting; 17 states and the
District of Columbia have legalized gay marriage, the report
pointed out.

But social conservatives said during the weekend that the Obama
administration had reached far beyond the scope of the Supreme
Court ruling, the report said.  They have called for passage of an
act that would require the federal government to defer to states'
definitions of marriage -- meaning marriage-related rights of gay
couples couldn't be recognized in states that haven't legalized
same-sex marriage.

Brian Brown, president of the National Organization for Marriage,
called the decision a move by the administration "to undermine the
authority and sovereignty of the states to make their own
determinations regulating the institution of marriage," the report
related.


* Justice Department Sued Over $13 Billion JPMorgan Pact
--------------------------------------------------------
Ben Protess, writing for The New York Times' DealBook, reported
that with a record $13 billion sticker price, the settlement deal
between JPMorgan Chase and the government captured the attention
of Wall Street and Washington late last year.

And yet, according to a lawsuit that a nonprofit group filed
against the Justice Department on Feb. 10, the crucial details of
the deal were for the government's eyes only, the report said.
The lawsuit filed by Better Markets, a group critical of Wall
Street, challenged the constitutionality of the deal, a landmark
settlement stemming from accusations that JPMorgan overstated the
quality of mortgage securities it sold before the financial
crisis.

According to the report, in a complaint filed on Feb. 10 in the
United States District Court for the District of Columbia, Better
Markets argued that the Justice Department violated the
constitutional principle of separation of powers when it
"unilaterally" struck the deal without a judge's blessing.

"The executive branch, through DOJ, acted as investigator,
prosecutor, judge, jury, sentencer and collector, without any
review or approval of its unilateral and largely secret actions,"
Better Markets said in the lawsuit, the report cited.

The lawsuit from Better Markets, the latest development in a case
that was long thought to be closed, could provide a backdoor route
for subjecting the deal to judicial scrutiny, the report related.
Better Markets is seeking to have a judge approve an injunction
that would scuttle the pact -- unless the Justice Department
provides "an ample and detailed record so that such court may
review all the facts and circumstances."


* Kohlberg Kravis to Close 2 Mutual Funds
-----------------------------------------
William Alden, writing for The New York Times' DealBook, reported
that Kohlberg Kravis Roberts is closing two mutual funds less than
two years after it started them, a setback for the private equity
giant as it looks to attract smaller investors.

According to the report, the two funds, the KKR Alternative High
Yield Fund and the KKR Alternative Corporate Opportunities Fund,
have stopped selling shares and plan to liquidate by around March
31, according to regulatory filings on Feb. 10.  Investors will
get their money back at that time.

Started in 2012, the funds were part of K.K.R.'s strategy to
attract capital from investors who would not be able to access
traditional private equity funds, which count wealthy individuals
and institutions as investors, the report related.  Some of
K.K.R.'s big rivals, including the Carlyle Group and the
Blackstone Group, have also unrolled products aimed at retail
investors.

But the two K.K.R. funds were hurt by a competitive marketplace
and a flawed design, according to a person briefed on the matter
who was not authorized to speak publicly about it, the report
further related.

The corporate opportunities fund had an application process that
was too onerous, adding paperwork for financial advisers and
investors, this person said, the report added.  In addition, its
quarterly liquidity feature was a deterrent to investors who
expected to be able to get their money back at any day they needed
it.


* Year Begins with Three Bank Failures in January
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Syringa Bank from Boise, Idaho, was taken over by
regulators on Jan. 31.  The six branches and the failed bank's
assets were taken over by Sunwest Bank from Irvine, California.

According to the report, Syringa, the third bank to fail in
January, had $145.1 million in assets in September.  The failure
was estimated to cost the Federal Deposit Insurance Corp. $4.5
million.

In 2013, there were 24 bank failures, about half the number from
2012, the report related.  Last year's failures were the fewest
since 2007, when there were three.  Failed banks last year had a
combined $6 billion in assets.

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


* Craig Wolfe Joins Sheppard Mullin's Bankruptcy Practice in N.Y.
-----------------------------------------------------------------
Craig A. Wolfe has joined Sheppard, Mullin, Richter & Hampton LLP
as a partner in the firm's Finance and Bankruptcy practice group,
based in the firm's New York office.  Mr. Wolfe joins from Kelley
Drye & Warren.

"Craig is an excellent fit with our marquee bankruptcy practice
and adds additional breadth and depth to our shipping industry
capabilities.  His maritime insolvency specialty dovetails well
with our maritime finance and maritime litigation practice in New
York and San Francisco," said Guy Halgren, chairman of Sheppard
Mullin.

"Craig further diversifies our insolvency practice to include more
debtor and committee work as well as to expand our cross-border
work which already exists for U.S.-Bermuda, U.S.-EU, and U.S.-
China.  We are thrilled with Craig's arrival to further grow our
75-attorney Finance and Bankruptcy practice group," commented Ed
Tillinghast, Sheppard Mullin's Finance and Bankruptcy practice
group co-chair.

"We work very hard to find the right people.  Craig is one of
those people.  Last year we significantly grew our presence in New
York by adding 20 attorneys.  We welcome Craig, as we continue to
expand the office and make further headway into the New York
market," said Blaine Templeman, managing partner of Sheppard
Mullin's New York office.

"I am excited to join Sheppard Mullin, a top-notch full service
firm that offers an excellent platform to grow my practice,
particularly in the maritime and cross-border areas where Sheppard
is a prominent player.  In addition to the strength and breadth of
the firm's bankruptcy practice, I am impressed with Sheppard
Mullin's maritime industry expertise.  I look forward to again
practicing with my friend and former partner Rob Friedman, as well
as other attorneys I previously practiced with who have joined
Sheppard Mullin in New York in recent years," Mr. Wolfe stated.

Mr. Wolfe's practice focuses on representing debtors, creditors'
committees, individual creditors, lenders, purchasers of assets
and indenture trustees in complex Chapter 9, Chapter 11,
Chapter 15, and cross-border insolvency cases and out-of-court
workouts.  He has experience in all aspects of bankruptcy law.
Wolfe regularly represents creditors' committees in the
bankruptcies of companies in various industries, including the
maritime, shipping, shipbuilding and offshore petroleum
industries.  He was the CEO of a maritime company for more than a
decade and held a U.S. Coast Guard Master's License for more than
two decades while having operated commercial vessels of all types.

Mr. Wolfe has recently served as counsel to the official
committees of unsecured creditors in the bankruptcy cases of TMT
Shipping, B+H Ocean Carriers, U.S. Shipping, Derecktor Shipyards,
Hawaii Superferry, and Bender Shipbuilding.  He also represented
the proposed official committee of unsecured creditors in the
chapter 9 bankruptcy of Jefferson County, Alabama.  Mr. Wolfe also
represents chapter 11 debtors and has served as debtor's counsel
for companies such as Contessa Premium Foods, Warnaco, Owens
Corning, Horizon PCS, Federal Mogul, Imagyn Medical Technologies,
Aragon Engineering and the Everyday convenience store chain. He
further represents individual clients in the petroleum trading,
offshore oil, pipeline, maritime, shipbuilding, food
manufacturing, chemical, aircraft, steel, publishing, retail,
manufacturing and printing industries.

Mr. Wolfe received a J.D. from Yale Law School and an A.B., with
highest distinction, from University of California, Berkeley.

Sheppard Mullin has 60 attorneys based in its New York office. The
firm's Finance and Bankruptcy practice group includes 75 attorneys
firm wide.

          About Sheppard, Mullin, Richter & Hampton LLP

Sheppard Mullin -- http://www.sheppardmullin.com-- is a full
service Global 100 firm with 650 attorneys in 15 offices located
in the United States, Europe and Asia.  Since 1927, companies have
turned to Sheppard Mullin to handle corporate and technology
matters, high stakes litigation and complex financial
transactions.  In the U.S., the firm's clients include more than
half of the Fortune 100.


* John Gatti Joins Manatt as Partner in Litigation Division
-----------------------------------------------------------
Manatt, Phelps & Phillips, LLP on Feb. 10 disclosed that
John M. Gatti has joined the Los Angeles office as a partner in
the Litigation Division and will serve as co-chair of the firm's
national Entertainment Litigation practice group.  He joins the
firm from Stroock & Stroock & Lavan LLP, where he served as the
chair of its Entertainment Litigation practice group.

Considered one of the nation's leading entertainment litigators --
for six consecutive years TheHollywood Reporter has named
Mr. Gatti to its "Power Lawyers: Top 100 Influential Attorneys in
Entertainment" list -- Mr. Gatti has more than 25 years of
commercial litigation experience representing clients in various
industries, with an emphasis representing studios, television
networks, film financiers, talent, gaming and sports entities, and
independent entertainment production companies involved in the
media, entertainment, sports, Internet and gaming industries.

"John is a terrific addition to Manatt," said Matt Kanny, chair of
the firm's national Litigation Division.  "He is a superb
litigator and proven leader.  Substantively, his focus on
entertainment and, in particular, motion pictures and television,
complements Manatt's industry-leading work in this area.  John
joins an extraordinary team, and I know he and Entertainment
Litigation practice co-chair Robert Jacobs will accomplish great
things for clients."

Mr. Gatti's litigation and trial involvement includes significant
first-chair trial experience representing clients across a variety
of industries before state, federal and bankruptcy courts.  His
practice includes representing individuals and corporations in
complex business and commercial disputes.  Current and past
clients include CBS, Alcon Entertainment, Atom Factory,
Sony/Columbia Pictures, Fox, MGM and Alan Ladd, Jr.

His record of success includes actions for breach of contract,
unfair competition, copyright and trademark infringement, profit
participation claims, idea submission claims, media torts
including defamation, invasion of privacy, and right to publicity
and use of celebrity name and likeness in all media, including the
Internet.

William T. Quicksilver, Manatt's managing partner and chief
executive officer, said Mr. Gatti's addition "further strengthens
our outstanding national litigation platform and underscores our
commitment to growth in our core industry sectors.  John's work
presents cross-practice opportunities in the areas of digital
media, intellectual property, real estate, labor and employment,
tax and corporate transactions.  We are pleased to welcome him to
the firm."

"I'm energized by the opportunities this move presents," said
Mr. Gatti.  "Manatt combines one of the strongest litigation
practices in the country with a top-flight entertainment practice.
The firm has a reputation for deep industry expertise and
excellent client service.  I look forward to working with Robert
to lead the practice and working with my new colleagues across the
country."

Mr. Gatti serves as a board member for the University of Southern
California Entertainment Institute, Junior Achievement of Southern
California, and the Inner City Law Center.

He earned a J.D. and a B.S., magna cum laude, from the University
of Southern California.

Representing global corporate players and legendary talent across
film, television, and music, Manatt provides entertainment and
media clients with a full array of services.  With coast-to-coast
resources backing entertainment litigation teams in Los Angeles,
New York, and San Francisco, the firm combines in-depth knowledge
of industry deals and transactions with a proven record in
entertainment and media litigation.  Manatt's multidisciplinary
practice represents clients in the television, radio, motion
picture, music, digital entertainment, art and advertising sectors
in high-profile disputes over copyright infringement and breach of
contract, right of publicity matters, trademark claims, false
advertising consumer class actions, and Digital Millennium
Copyright Act claims.

              About Manatt, Phelps & Phillips, LLP

Manatt, Phelps & Phillips, LLP -- http://www.manatt.com-- is one
of the nation's leading law and consulting firms, with offices
strategically located in California (Los Angeles, Orange County,
Palo Alto, San Francisco and Sacramento), New York (New York City
and Albany) and Washington, D.C.  The firm represents a
sophisticated client base -- including Fortune 500, middle-market
and emerging companies -- across a range of practice areas and
industry sectors.



                             *********

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.

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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
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The TCR subscription rate is $975 for 6 months delivered via
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