TCR_Public/140218.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 18, 2014, Vol. 18, No. 48


                            Headlines

ACCELLENT INC: Moody's Rates Proposed $870MM 1st Lien Debt 'B2'
ACCELLENT INC: S&P Assigns 'B' Rating to $870MM 1st Lien Loans
ACOSTA INC: S&P Retains 'B+' CCR Following $340MM Add-On Loan
ADAYANA INC: Wants Executory Contract Option Period Extended
ADVANCED MICRO DEVICES: Vanguard Group Stake at 5.2% as of Dec. 31

AFFYMAX INC: Vanguard Stake Down to Only 0.13% as of Dec. 31
ADVANCED MICRO DEVICES: Board OKs $1.7-Mil. Bonuses for Executives
ALLIED DEFENSE: Dimensional Fund No Longer a Shareholder
ALPHA NATURAL: Bank Debt Trades at 3% Off
AMERICAN AMEX: Court Okays Hiring of Cooper Norman as Accountant

AMERICAN AXLE: Vanguard Group Stake at 4.9% as of Dec. 31
AMERICAN PATRIOT: Wants to Take Over Red Arrow Mining Operation
AMERICAN PATRIOT: Court OKs Andrew Gaudielle as Mining Consultant
ANDALAY SOLAR: Posts Five-Fold Sequential Revenue Growth in Q2
ANACOR PHARMACEUTICALS: Board OKs $912,571 Exec. Bonuses for 2013

AUTOMATED BUSINESS: PNC Opposes Halevy's Bid to Vacate Release
BEAZER HOMES: Stockholders Elect 8 Members to Board
BELLE FOODS: To Settle Unpaid Obligations With RWDSU & UFCW
BELLE FOODS: Court Approves Rumberger Kirk as Panel's Co-Counsel
BERGENFIELD SENIOR: May Hire Rotolo as Tenant Evictions Counsel

BLUEJAY PROPERTIES: Parties Balk at Sale of Real Estate
BON-TON STORES: Lombard Odier Stake at 7.8% as of Dec. 31
CABLEVISION SYSTEMS: S&P Lowers Corporate Credit Rating to 'BB-'
CALPINE CORP: Fourth Quarter Loss Wider Than Expected
CAREFREE WILLOWS: AG/ICC Asks Court to Consider New Valuation

CASH STORE: S&P Cuts Issuer Credit Rating to CCC; Outlook Negative
CENGAGE LEARNING: March 13 Hearing to Confirm Plan
CENTRAL FEDERAL: MacNealy Stake at 8.4% as of Feb. 10
CEREPLAST INC: Bioplastics Maker Seeks Chapter 11 Protection
CHA CHA ENTERPRISES: Seeks Approval to Obtain $42MM DIP Loan

CHAMPION INDUSTRIES: Dimensional Fund No Longer a Shareholder
CLEAR CHANNEL: Bank Debt Trades at 2% Off
COLFAX CORPORATION: Moody's Affirms Ba3 CFR Over Victor Tech Deal
COMMUNITY FIRST: Eslick Daniel Stake at 6.5% as of Dec. 31
CONSOL ENERGY: Moody's Confirms Ba3 CFR & B1 Senior Debt Rating

CREATIONS GARDEN: Hearing Today on BofA Bid for Stay Relief
DREIER LLP: Plan Outline OK'd, Confirmation Hearing on April 24
DUMA ENERGY: Changes Name to "Hydrocarb Energy Corporation"
EDGEN GROUP: S&P Hikes Corp. Credit Rating to BB-, Outlook Stable
EDGENET INC: Noteholders, Lender Respond to Cash Collateral Motion

ELBIT IMAGING: Creditors OK Postponement of Collaterals Creation
EMPIRE DIE: Taps Roetzel and Stites & Harbison as Special Counsel
ENDEAVOUR INTERNATIONAL: Talisman Stake at 15.6% as of Feb. 4
ENGLOBAL CORP: Provides Post-Divestiture Corporate Update
ENTERPRISES PRODUCTS: Fitch Raises Jr. Sub. Notes Rating From BB+

EXIDE TECHNOLOGIES: Fee Examiner Hires Bernstein Shur as Counsel
F&H ACQUISITION: Hearing on Sale of Assets Set for Feb. 28
F&H ACQUISITION: Can Use DIP Loans Until Feb. 28
FIELD FAMILY: Seeks to Pay for Buyer's Expenses
FIRST PHILADELPHIA: Wants Control of Case Through July

FISKER AUTOMOTIVE: Continental Automotive Opposes Sale of Tooling
FISKER AUTOMOTIVE: Panel Can Retain Brown Rudnick as Co-Counsel
FISKER AUTOMOTIVE: Emerald Capital Okayed as Committee Advisors
FISKER AUTOMOTIVE: Panel Can Retain Saul Ewing as Co-Counsel
FURNITURE BRANDS: Hearing Held on Bid to Terminate Policies

GENERAL AUTO BUILDING: Bid to Disqualify Tonkon Torp Pending
GETTY IMAGES: Bank Debt Trades at 6% Off
GOODYEAR TIRE: Fitch Affirms 'B+' Issuer Default Rating
GYMBOREE CORP: Bank Debt Trades at 10% Off
HALLWOOD GROUP: Merger Consideration Hiked to $13 Per Share

HAVEN HEALTH: Receivership Claims Bar Date Set for March 10
HELIA TEC: HSC Holdings Seeks Appointment of Bankruptcy Trustee
HERCULES OFFSHORE: Dimensional Fund Stake at 8.4% as of Dec. 31
HIBU INC: Hearing on Chapter 15 Petition Set for Feb. 27
IBAHN CORP: Has $13MM Deal for Assets, Auction Set for March 7

IDERA PHARMACEUTICALS: Englander Stake Cut to 4.4% as of Dec. 31
INTERFAITH MEDICAL: Proposes Temporary Operator for Hospital
INTERFAITH MEDICAL: DoJ Watchdog Wants Ch. 11 Trustee Appointed
J.C. PENNEY: To Replace Finance Chief with Stage Stores Executive
J.C. PENNEY: Bank Debt Trades at 4% Off

J.M. HUBER: S&P Raises Corp. Credit Rating to BB+; Outlook Stable
KAHN FAMILY: Opposes Wells Fargo Bid to Prohibit Use of Collateral
LAKELAND INDUSTRIES: Dimensional Stake at 7.7% as of Dec. 31
LANDESK GROUP: Moody's Rates Proposed 2nd Lien Debt 'Caa1'
LANDSLIDE HOLDINGS: S&P Cuts Rating on $20MM Revolver Debt to 'B'

LEVEL 3: Southeastern Asset Stake at 21.7% as of Dec. 31
LIQUIDMETAL TECHNOLOGIES: Director Quits for Personal Reasons
LONGVIEW POWER: Settles with Foster Wheeler
LPATH INC: Ailsa Craig Trust Feb. 12 Filing Discloses 5.2% Stake
MACROSOLVE INC: David Humphrey Replaces David Lawson as Director

MARTIFER SOLAR: Incomplete Filings Due Feb. 20
MARTIFER SOLAR: Claims Bar Date Set for May 28
MBIA INSURANCE: Moody's Reviews 'B3' IFS Rating for Upgrade
MCCLATCHY CO: Dimensional Has 6.1% of Class A Shares as of Dec. 31
MEDIA GENERAL: Peter Troob No Longer Owns Class A Shares

METRO AFFILIATES: Panel Seeks to Amend Terms of PwC Engagement
METRO AFFILIATES: Proposes $605,000 Bonuses for Two Top Officers
METRO AFFILIATES: Returns Vehicles to Prepetition Lenders
MODULAR SPACE: Moody's Assigns 'B3' CFR & Rates $365MM Debt 'B3'
MONTREAL MAINE: Wrongful Death Claimants' Counsel File Affidavit

MONTREAL MAINE: Received Safety Warnings Before Crash
MORGANS HOTEL: Units Ink $450MM Financing with Citigroup & BofA
MOTORCAR PARTS: Reports $1.1 Million Net Income in Dec. 31 Qtr.
MOTORCAR PARTS: River Road Asset Mgt. Stake at 4.7% as of Jan. 31
MOUNTAIN COUNTRY: Trustee Amends Management Deal With MSE

NATIONAL JEWISH: Fitch Lowers 2 Revenue Bond Series' Rating to BB+
NINE WEST: Moody's Assigns 'B2' CFR & Rates $470MM Loan 'Ba3'
NNN SIENA OFFICE PARK: Foreclosure Sale Set for Feb. 21
NORTHERN INYO: S&P Lowers Rating on 2 Rev Bond Series to 'BB+'
NOVA CHEMICALS: S&P Alters Outlook to Positive & Affirms 'BB+' CCR

OPTIM ENERGY: Meeting to Form Creditors' Panel on Feb. 25
OVERSEAS SHIPHOLDING: Has Plan Support Agreement with Lenders
PLANDAI BIOTECHNOLOGY: Obtains $15.3-Mil. Funding Commitment
PLAYA HOTELS: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
RADIOSHACK CORP: Donald Smith & Co Stake at 10% as of Dec. 31

SABINE OIL: Moody's Changes Outlook on 'B3' CFR to Stable
SALEM, NJ: Moody's Confirms 'B3' Rating on $15-Mil. GO Bonds
SEARS HOLDINGS: B. Berkowitz Stake at 22.8% as of Jan. 31
SRAM LLC: S&P Revises Outlook on 'BB-' CCR to Negative
ST. FRANCIS' HOSPITAL: Health Quest Nets $1MM From Failed Deal

ST. FRANCIS' HOSPITAL: To Have Patient Care Ombudsman
STOCKTON, CA: Hearing on Debt-Adjustment Plan Moved to May 12
SUNLAND INC: Peanut Butter Processing Plant to Be Sold March 5
SWA BASELINE: Seeks Authority to Use Cash Collateral
SYNARC-BIOCORE HOLDINGS: Moody's Assigns B2 Corp. Family Rating

SYNARC-BIOCORE HOLDINGS: S&P Gives B- CCR & Rates $265MM Debt B-
T&M SALVAGE: Files Chapter 22 in Tampa, Florida
TALON INTERNATIONAL: Larry Dyne Stake at 7.1% as of Dec. 31
TALON INTERNATIONAL: L. Schnell Stake 7.5% as of Dec. 31
TAMARACK RESORT: Sheriff's Sale Continues

TRAVELPORT HOLDINGS: Inks New GDS Agreement with Orbitz Worldwide
TRINITY COAL: US EPA to Have $4.5MM Allowed Unsecured Claim
TXU CORP: 2014 Bank Debt Trades at 31% Off
UNIVITA HEALTH: Moody's Cuts CFR to Caa1 & Sec. Debt Rating to B3
USEC INC: Dimensional Fund Stake Down to 4.9% as of Dec. 31

VICTOR TECHNOLOGIES: S&P Puts 'B' CCR on CreditWatch Positive
VIGGLE INC: Incurs $13.4 Million Net Loss in Q2 2014
VIGGLE INC: Robert Sillerman Stake at 88.2% as of Jan. 29
WALTER ENERGY: Bank Debt Trades at 3% Off
WATERFRONT OFFICE: Hearing on Rival Plans Set for April 30

WATERJET HOLDINGS: S&P Assigns 'B' CCR & Rates $225MM Notes 'B'
WESCO AIRCRAFT: S&P Affirms 'BB-' CCR & Removes Rating From Watch
YRC WORLDWIDE: Refinances $1.1 Billion in Debt
YRC WORLDWIDE: Moody's Raises Corporate Family Rating to 'Caa3'
YRC WORLDWIDE: Extends Teamsters CBA Until March 2019

ZALE CORP: Dimensional Fund Stake at 8.47% as of Dec. 31

* January's Drop in Filings Continues 2013 Pattern
* Liquidity Stress on Junk Companies Creeps Up, Moody's Says

* Large Companies With Insolvent Balance Sheets


                             *********


ACCELLENT INC: Moody's Rates Proposed $870MM 1st Lien Debt 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Accellent Inc.'s
proposed first lien senior secured credit facilities, including a
$75 million revolving credit facility expiring 2019, and a $795
million first lien term loan due 2021. Moody's also assigned a
Caa2 rating to the company's proposed $260 million second lien
term loan due 2022. Accellent's B3 Corporate Family Rating and B3-
PD Probability of Default Ratings were confirmed. At the same
time, Moody's affirmed Accellent's SGL-2 Speculative Grade
Liquidity Rating. The rating outlook is stable. This rating action
concludes the ratings review on Accellent initiated on February 3,
2014.

The proceeds from the proposed credit facilities, along with
excess cash and new equity from Lake Region's founding owners,
will be used to acquire Lake Region Medical ("Lake Region"),
refinance Accellent's existing debt, and pay transaction fees and
expenses. Lake Region, based in Chaska, Minnesota, is a designer
and producer of proprietary guidewires, coils, precision-machined
products and custom devices for the cardio and vascular medical
device markets. Upon close of the acquisition, the combined
company will be renamed Lake Region Medical.

The confirmation of the CFR and PDR reflects Moody's view that
while the combined company will continue to operate with high
financial leverage, Moody's views the transaction positively from
a credit perspective, as the company's interest burden is expected
to decline and the acquisition of Lake Region will create a market
leading supplier to the medical device industry. The acquisition
also enhances the depth and breadth of Accellent's cardiovascular
product offering. Moody's also views the potential for meaningful
cost synergy opportunities from the acquisition favorably. In
addition, the combination provides complementary product
capabilities, as catheters and guidewires are often used together
in clinical applications, providing the combined business with
potential revenue synergy opportunities.

The following is a summary of Moody's rating actions:

Accellent Inc.:

Ratings assigned:

  $75 million senior secured revolving credit facility at B2
  (LGD 3, 39%)

  $795 million senior secured first lien term loan at B2 (LGD 3,
  39%)

  $260 million senior secured second lien term loan at Caa2
  (LGD 6, 90%)

Ratings confirmed:

  Corporate Family Rating, at B3

  Probability of Default Rating at B3-PD

The following ratings are confirmed and will be withdrawn upon
close of the transaction:

  $75 million senior secured ABL revolving credit facility at Ba3
  (LGD 1, 2%)

  $400 million senior secured notes at B1 (LGD 3, 31%)

  $315 million 10% senior subordinated notes at Caa2 (LGD 5 82%)

The rating outlook is stable.

The Speculative Grade Liquidity Rating of SGL-2 has been affirmed

Ratings Rationale

Accellent's B3 CFR reflects the company's high financial leverage,
modest interest coverage, and significant customer concentration
among the largest medical device manufacturers. The ratings also
reflect the company's high reliance on end-user demand trends,
which have exhibited volatility in recent quarters. The B3 rating
also reflects the substantial integration and execution risks
inherent in the consummation of the Lake Region acquisition, the
largest acquisition in Accellent's history.

The stable outlook reflects the company's solid growth
opportunities within the cardio and vascular segment following the
acquisition of Lake Region, offset by integration and execution
risks inherent in consummating the largest acquisition in the
company's history.

The ratings could be downgraded if top-line pressure accelerates
such that leverage increases, or if operating margins, cash flow,
or sources of liquidity deteriorate. In addition, the ratings
could be lowered if the company engages in material debt-financed
shareholder initiatives. The ratings could be upgraded if top-line
growth improves and credit metrics, including free cash flow to
debt and debt to EBITDA, are sustained above 5% and below 5.5
times, respectively.

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

Wilmington, Massachusetts-based, Accellent, Inc. is an outsourcing
company that performs manufacturing and engineering services,
primarily for leading companies within the medical device
industry. The company operates under two reportable business
segments: Advanced Surgical and Cardio & Vascular. Accellent is
privately owned by affiliates of Kohlberg Kravis Roberts & Co.
(KKR) and Bain Capital LLC. The company generated net sales of
approximately $509 million for the last twelve months ended
September 30, 2013


ACCELLENT INC: S&P Assigns 'B' Rating to $870MM 1st Lien Loans
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Wilmington, Mass.-based contract manufacturer of
medical devices Accellent Inc.  S&P removed this rating from
CreditWatch, where it placed it on Feb. 3, 2014.  The outlook is
stable.

At the same time, S&P assigned its 'B' credit rating to
Accellent's $75 million revolving credit facility and $795 first-
lien term loan.  S&P assigned its 'CCC+' credit rating to the
company's $260 million second-lien term loan.  S&P's recovery
rating on the revolver and the first-lien term loan is '3',
indicating its expectation for meaningful (50% to 70%) recovery of
principal, and its recovery rating on the second-lien term loan is
'6', indicating its expectation for negligible (0 to 10%) recovery
of principal, both in the event of payment default.

S&P's issue-level ratings on Accellent's existing debt are
unchanged.  S&P expects this debt to be redeemed in connection
with the acquisition, at which time it will withdraw these
ratings.

"The rating affirmation incorporates our view that Accellent's
planned acquisition of Lake Region Medical, also a manufacturer of
medical devices, and the refinancing of its capital structure will
have only a modest impact on our assessment of Accellent's
business and financial risk profiles," said credit analyst Gail
Hessol.  "We still view Accellent's business risk profile as
"weak", reflecting its position in an industry that is highly
fragmented, global, and with low barriers to entry.  Considering
the numerous competitors in the field, Accellent must contend with
the much stronger bargaining position of its customers, which
contributes to pricing pressure.  This key risk factor is
unchanged by the Lake Region acquisition."

S&P's rating outlook on Accellent is stable, reflecting its
expectation that leverage will remain high for the next several
years, despite EBITDA growth.

Downside Scenario

A lower rating would likely be predicated on the loss of a major
contract or poor execution on the integration of the Lake Region
acquisition.  In such a scenario, margins would erode
substantially.  S&P could lower the rating in the unlikely event
that its gross margin falls more than 550 basis points, coupled
with a revenue decline, which could result in a free operating
cash flow deficit (after capital expenditures).  S&P might also
consider a downgrade if availability of the revolver is impaired,
possibly a result of increased working capital requirements.

Upside Scenario

An upgrade is highly unlikely, given prospects for sustained high
leverage and considerable business risk.


ACOSTA INC: S&P Retains 'B+' CCR Following $340MM Add-On Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' corporate
credit rating and stable outlook on Jacksonville, Fla.-based sales
and marketing agency Acosta Inc. remains unchanged following the
announced $340 million add-on to the term loan B due March 2018 to
fund the acquisition of Anderson Daymon Worldwide (ADWW).  At the
same time, S&P is affirming the 'B+' issue rating on the first-
lien credit facilities, including the revolver and term loan B.
The '3' recovery rating, which indicates S&P's expectation of
meaningful (50% to 70%) recovery for first-lien lenders in the
event of a payment default, remains unchanged.

The $340 million add-on will increase the term loan B balance to
about $1.6 billion.  However, S&P views the transaction as nearly
neutral to credit metrics given the estimated EBITDA contribution
from ADWW.  The acquisition significantly increases the company's
position with Costco.

S&P estimates the company will have about $2.3 billion in balance
sheet debt outstanding following the transaction.

The ratings on Acosta reflect S&P's assessment that the company's
business risk profile will remain "satisfactory" and its financial
risk profile will remain "highly leveraged" over the next year.
S&P's business risk assessment primarily reflects the favorable
industry dynamics and its belief that Acosta will increase sales
and profits as consumer packaged goods producers (Acosta's main
customers) will increase outsourcing of sales and marketing
functions.  Primary factors in our financial risk assessment
include weak credit ratios and an "adequate" liquidity profile.
During 2014, S&P forecasts the ratio of total debt to EBITDA will
remain between 5.8x and 6.4x and EBITDA interest coverage will
remain near 2.6x.

Ratings List

Acosta Inc.
Corporate credit rating                 B+/Stable/--

Issue Ratings Affirmed; Recovery Ratings Unchanged

Acosta Inc.
Senior secured
  $1.6 bil. term loan B due 2018         B+
    Recovery rating                      3
  $90 mil. revolver due 2016             B+
    Recovery rating                      3


ADAYANA INC: Wants Executory Contract Option Period Extended
------------------------------------------------------------
Adayana Inc., nka Persist Liquidating Corporation, asks the U.S.
Bankruptcy Court for the Southern District of Indiana to extend,
until April 14, 2014, the "Executory Contract Option Period"
contained in an asset purchase agreement with AVX Learning LLC.

Michael P. O'Neil, Esq., at Taft Stettinius & Hollister LLP,
counsel of the Debtor, says the Debtor consummated the sale of
substantially all of its assets to AVX Learning on Jan. 10, 2014.
The Executory Contract Option Period expired on Feb. 9, 2014, Mr.
O'Neil notes.

According to the Debtor, AVX and CP Pyramids Associates LP, the
Debtor's landlord, are continuing to discuss either entering into
a new lease for the non-residential real property commonly known
as the sixth, seventh and eight floors of Pyramids Building No. 3
in Indianapolis, Indiana, or assuming the Debtor's lease for the
property.

The Debtor says the Court has approved the sale of substantially
all of its assets to AVX Learning.

                        About Adayana, Inc.

Adayana, Inc., is a holding company, incorporated under the laws
of the state of Minnesota.  Its primary assets are its equity
ownership interests in two separate operating companies, ABG, an
Adayana Company, and Vertex Solutions, Inc., one of which is
headquartered in Indianapolis, and the other in Virginia.  Both
operating companies are in the "human capital" business, providing
an array of technology-based consulting and training services.

Adayana valued the subsidiaries' stock at $8 million to
$12 million as of March 31, 2013.  It also owns personal
property with book value of $949,280.

Adayana, along with its two subsidiaries, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No.
13-10919) on Oct. 14, 2013.

The Debtors are represented by Michael P. O'Neil, Esq., at Taft
Stettinius & Hollister LLP, in Indianapolis, Indiana.

Nancy J. Gargula, the United States Trustee for Region 10, said
that an official committee under 11 U.S.C. Sec. 1102 has not been
appointed in the bankruptcy case of Adayana, Inc.


ADVANCED MICRO DEVICES: Vanguard Group Stake at 5.2% as of Dec. 31
------------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, The Vanguard Group disclosed that as of
Dec. 31, 2013, it beneficially owned 38,026,762 shares of common
stock of Advanced Micro Devices Inc. representing 5.25% of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/HMDpX5

                   About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company. The Company's products include x86
microprocessors and graphics.

For the nine months ended Sept. 28, 2013, Advanced Micro incurred
a net loss of $172 million.  Advanced Micro reported a net loss of
$1.18 billion for the year ended Dec. 29, 2012, following net
income of $491 million for the year ended Dec. 31, 2011.  As of
Sept. 28, 2013, the Company had $4.31 billion in total assets,
$3.88 billion in total liabilities and $434 millioon in total
stockholders' equity.

                          *     *     *

In August 2013, Standard & Poor's Ratings Services revised its
outlook on Advanced Micro to negative from stable.  At the same
time, S&P affirmed its 'B' corporate credit and senior unsecured
debt ratings on AMD.

As reported by the TCR on Feb. 4, 2014, Fitch Ratings has affirmed
the 'CCC' long-term Issuer Default Rating (IDR) for Advanced Micro
Devices Inc.  The rating reflects Fitch's expectations for
negative near-term free cash flow (FCF) and limited top-line
visibility, despite solid product momentum heading into 2014.

In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service
lowered Advanced Micro Devices' corporate family rating to B2 from
B1.  The downgrade of the corporate family rating to B2 reflects
AMD's prospects for weaker operating performance and liquidity
profile over the next year as the company commences on a multi-
quarter strategic reorientation of its business in the face of a
challenging macro environment and a weak PC market.


AFFYMAX INC: Vanguard Stake Down to Only 0.13% as of Dec. 31
------------------------------------------------------------
The Vanguard Group disclosed in an amended Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of Dec. 31,
2013, it beneficially owned 50,201 shares of common stock of
Affymax Inc. representing 0.13 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/ILKlO2

                           About Affymax

Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based
in Palo Alto, California.  In March 2012, the U.S. Food and Drug
Administration approved the Company's first and only product,
OMONTYS(R) (peginesatide) Injection for the treatment of anemia
due to chronic kidney disease in adult patients on dialysis.
OMONTYS is a synthetic, peptide-based erythropoiesis stimulating
agent, or ESA, designed to stimulate production of red blood cells
and has been the only once-monthly ESA available to the adult
dialysis patient population in the U.S.  The Company co-
commercialized OMONTYS with its collaboration partner, Takeda
Pharmaceutical Company Limited, or Takeda during 2012 until
February 2013, when the Company and Takeda announced a nationwide
voluntary recall of OMONTYS as a result of safety concerns.

The Company's balance sheet at Sept. 30, 2013, showed $15.54
million in total assets, $16.41 million in total liabilities and a
$869,000 total stockholders' deficit.

                  Going Concern/Bankruptcy Warning

"We have experienced significant operating losses since inception.
We expect to continue to incur operating losses.  Our only source
of potential proceeds are milestone payments from Takeda related
to a reintroduction of OMONTYS which is highly uncertain.  We may
never generate additional revenues and, even if we do generate
revenue in the future, we may never achieve or sustain
profitability.

"If Takeda is unable to identify quickly the causes of the OMONTYS
safety concerns or raise additional funds when required or on
acceptable terms, we may have to:

   * discontinue operations;

   * relinquish some or all of our existing rights to OMONTYS
     milestones, royalties or other existing rights; or

   * pursue alternatives such as sale of the Company or its
     assets, a corporate merger, wind-down of operations or even
     bankruptcy proceedings," the Company said in its quarterly
     report for the period ended Sept. 30, 2013.

"Because we have not made an irrevocable decision to liquidate,
the accompanying condensed financial statements have been prepared
under the assumption of a going concern basis that contemplates
the realization of assets and liabilities in the ordinary course
of business.  Operating losses have been incurred each year since
inception, resulting in an accumulated deficit of $556.7 million
as of September 30, 2013.  Nearly all of our revenues to date have
come from our collaboration with Takeda.  As a result of the
February 23, 2013 nationwide voluntary recall of OMONTYS and the
suspension of all marketing activities, there is significant
uncertainty as to whether we will have sufficient existing cash to
fund our operations for the next 12 months.  Our liabilities
exceed our assets.  Given our limited resources, there is no
assurance that we will be able to reduce our operating expenses
enough to meet our existing and future obligations and conduct
ongoing operations.  If we do not have sufficient funds to
continue operations, we could be required to liquidate our assets,
seek bankruptcy protection or other alternatives.  Any failure to
dispel any continuing doubts about our ability to continue as a
going concern could adversely affect our ability to enter into
collaborative relationships with business partners.  These matters
raise substantial doubt about our ability to continue as a going
concern," the Company added.


ADVANCED MICRO DEVICES: Board OKs $1.7-Mil. Bonuses for Executives
------------------------------------------------------------------
The Compensation Committee of the Board of Directors of Advanced
Micro Devices, Inc., approved on Feb. 5, 2014, the annual cash
performance bonuses under the Company's Executive Incentive Plan
for the Company's named executive officers:

                                          Annual Cash
                                          Performance
Executive Officers                         Bonuses
------------------                       -----------
Devinder Kumar,                           $235,000
Senior Vice President and
Chief Financial Officer

John R. Byrne, Senior Vice                $213,850
President and Chief Sales Officer

Mark D. Papermaster,                      $258,500
Chief Technology Officer and
Senior Vice President -
Technology and Engineering

Lisa T. Su, Senior Vice                   $270,250
President and General Manager,
Global Business Units

On Feb. 6, 2014, the Board approved $705,000 annual cash
performance bonus under the Plan for the Company's chief executive
officer.

Pursuant to the Plan, the annual cash performance bonuses were
based on the Company's performance during the 2013 fiscal year as
evaluated against the following pre-established Company-wide
financial measures: revenue, adjusted non-GAAP free cash flow and
adjusted non-GAAP net income.  The funding and payment of any
annual cash performance bonuses under the Plan for fiscal 2013 was
contingent upon the Company having a cash balance of at least $700
million on the last day of each quarter of fiscal 2013.  The
Company exceeded this cash balance on the last day of each quarter
of fiscal 2013.  These bonus awards will be paid in March 2014.

The Company intends to provide additional information regarding
the 2013 annual cash performance bonuses in the Company's proxy
statement for the 2014 Annual Meeting of Stockholders of the
Company, which is expected to be filed with the Securities and
Exchange Commission in March 2014.

                   About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company. The Company's products include x86
microprocessors and graphics.

For the nine months ended Sept. 28, 2013, Advanced Micro incurred
a net loss of $172 million.  Advanced Micro reported a net loss of
$1.18 billion for the year ended Dec. 29, 2012, following net
income of $491 million for the year ended Dec. 31, 2011.  As of
Sept. 28, 2013, the Company had $4.31 billion in total assets,
$3.88 billion in total liabilities and $434 millioon in total
stockholders' equity.

                          *     *     *

In August 2013, Standard & Poor's Ratings Services revised its
outlook on Advanced Micro to negative from stable.  At the same
time, S&P affirmed its 'B' corporate credit and senior unsecured
debt ratings on AMD.

As reported by the TCR on Feb. 4, 2014, Fitch Ratings has affirmed
the 'CCC' long-term Issuer Default Rating (IDR) for Advanced Micro
Devices Inc.  The rating reflects Fitch's expectations for
negative near-term free cash flow (FCF) and limited top-line
visibility, despite solid product momentum heading into 2014.

In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service
lowered Advanced Micro Devices' corporate family rating to B2 from
B1.  The downgrade of the corporate family rating to B2 reflects
AMD's prospects for weaker operating performance and liquidity
profile over the next year as the company commences on a multi-
quarter strategic reorientation of its business in the face of a
challenging macro environment and a weak PC market.


ALLIED DEFENSE: Dimensional Fund No Longer a Shareholder
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchyange Commission, Dimensional Fund Advisors LP disclosed that
as of Dec. 31, 2013, it did not beneficially own shares of common
stock of Allied Defense Group Inc.  Dimensional Fund previously
reported beneficial ownership of 504,883 common shares or 6.13
percent equity stake as of Dec. 31, 2012.  A copy of the
regulatory filing is available for free at http://is.gd/CPTgGN

                 About The Allied Defense Group

The Allied Defense Group, Inc., based in Baltimore, Maryland,
previously conducted a multinational defense business focused on
the manufacture and sale of ammunition and ammunition related
products for use by the U.S. and foreign governments.  Allied's
business was conducted by two wholly owned subsidiaries: MECAR
sprl, formerly MECAR S.A., and ADG Sub USA, Inc., formerly MECAR
USA, Inc.

                Plan of Dissolution and Liquidation

On June 24, 2010, the Company signed a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59,560 in cash and the assumption of certain liabilities.  On
Sept. 1, 2010, the Company completed the asset sale to Chemring
contemplated by the Agreement.  Pursuant to the Agreement,
Chemring acquired all of the capital stock of Mecar for
approximately $45,810 in cash, and separately Chemring acquired
substantially all of the assets of Mecar USA for $13,750 in cash
and the assumption by Chemring of certain specified liabilities of
Mecar USA.  A portion of the purchase price was paid through the
repayment of certain intercompany indebtedness owed to the Company
that would otherwise have been cancelled at closing.  $15,000 of
the proceeds of the sale was deposited into escrow to secure the
Company's indemnification obligations under the Agreement.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
Sept. 30, 2010.  In response to concerns of certain of the
Company's stockholders, the Company agreed to delay the filing of
a certificate of dissolution with the Delaware Secretary of State.
The Company filed a certificate of dissolution with the Delaware
Secretary of State on Aug. 31, 2011.  In connection with this
filing, the Company's stock transfer agent has ceased recording
transfers of the Company's stock and the Company's stock is no
longer publicly traded.


ALPHA NATURAL: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Alpha Natural
Resources is a borrower traded in the secondary market at 97.15
cents-on-the-dollar during the week ended Friday, Feb. 14, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.90 percentage points from the previous week, The Journal
relates.  Alpha Natural Resources pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
31, 2020, and carries Moody's Ba2 rating and Standard & Poor's BB-
rating.  The loan is one of the biggest gainers and losers among
205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

In December 2013, Standard & Poor's Ratings Services said it
assigned its 'B-' issue-level rating (one notch lower than the
corporate credit rating) to Alpha Natural Resources' proposed $250
million convertible senior notes due 2020.


AMERICAN AMEX: Court Okays Hiring of Cooper Norman as Accountant
----------------------------------------------------------------
American Amex, Inc. sought and obtained authorization from the
Hon. Randall L. Dunn of the U.S. Bankruptcy Court for the District
of Oregon to employ Cooper Norman, CPA's as accountant.

Cooper Norman will review all corporate records of the Debtor,
interview the Debtor's principal and other persons involved or
with knowledge, and use their best efforts to create the proper
determination of basis and consequent capital gain.  Cooper Norman
will also determine the deductible items from the claims that are
being paid for tax determination.  The Debtor's liabilities are
known and determined.

The normal rate for Cooper Norman partners including Scott Plew
and Pete Jones, those of the firm that do most of the bankruptcy-
related work, is $200 per hour.  The rates charged as set forth
above are standard hourly rates for such services, and are
comparable with those provided by other accounting firms.

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

Scott Plew, managing partner Cooper Norman, 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.

Cooper Norman can be reached at:

       Scott Plew
       COOPER NORMAN CPAS
       722 North College Road
       P.O. Box 5399
       Twin Falls, ID 83303
       Tel: (208) 733-6581
       Fax: (208) 734-9609

                      About American Amex

American Amex, Inc., filed for Chapter 11 protection petition
(Bankr. D. Ore. Case No. 12-30656) on Feb. 1, 2012.  The Law
Offices of D. Blair Clark PLLC has been tapped as counsel.
In its amended schedules, the Debtor disclosed $34,000,000 in
total assets and $10,490,026 in total liabilities.

The Debtor is the legal owner of a mine in Grant County, Oregon,
known historically as the "Buffalo Mine."

American Amex in December 2013 won confirmation of its sale-based
Chapter 11 plan.  Under the Plan, all creditors are receiving full
payment from the proceeds from the sale of the Debtor's Buffalo
Mine.


AMERICAN AXLE: Vanguard Group Stake at 4.9% as of Dec. 31
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, The Vanguard Group disclosed that as of
Dec. 31, 2013, it beneficially owned 3,710,370 shares of common
stock of American Axle & Manufacturing Holdings Inc. representing
4.91 percent of the shares outstanding.  Vanguard previously held
3,786,844 common shares or 5.37 percent equity stake as of
Dec. 31, 2012.  A copy of the amended regulatory filing is
available for free at http://is.gd/yc3rH4

                        About American Axle

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

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

                           *     *     *

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

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

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


AMERICAN PATRIOT: Wants to Take Over Red Arrow Mining Operation
---------------------------------------------------------------
American Patriot Gold LLC asks the U.S. Bankruptcy Court for the
Southern District of Texas to appoint the Debtor as sole and
exclusive operator of the Red Arrow Mine and Red Arrow Mine
assets.

The Debtor tells the Court that it owns a 49% interest in the
Red Arrow while Red Arrow Gold Company Inc. is the owner of 51%
of the Red Arrow Mine.  Red Arrow and Craig Liukko have been the
operators of the Red Arrow Mine since January of 2012.  Red Arrow
and Craig Liukko have completely failed at their job, according to
the Debtor.

The Debtor says the permits to operate the Red Arrow Mine were
scheduled for a forfeiture hearing by the State of Colorado on
Jan. 15 and 16, 2014.  If the permits are forfeited, then a new
operator must apply for new permits and significant complications
can arise in obtaining new permits, the Debtor points out.

The Debtor says it desires to retain the operating permits and
to operate the Red Arrow Mine.  The Debtor notes it intends to
demonstrate that the Court should appoint itself as the sole and
exclusive operator of the Red Arrow Mine as the replacement for
Red Arrow and Craig Liukko.

Red Arrow objected to the Debtor's request, saying the Debtor is
circumventing the procedural and substantive due process
safeguards all creditors and parties in interest should be
afforded in a Chapter 11 case.

According to Red Arrow, there are no mining operations at the
present time; nor are there any public health issues.  The issues
raised by the State of Colorado were directly attributable to the
operational negligence of Marci Jaeger, the State Court Appointed
Receiver, when she took over operations last summer.  Any
environmental issues have been temporarily remediated by the
State of Colorado.

Red Arrow tells the Court that the Debtor has not proposed a
confirmable plan or even suggested a viable business plan.  No
operating reports have been filed.  No disclosure has been made as
to how to fund operations, the relationship of parties or how it
proposes to pay creditors.  There is an on-going dispute with Red
Arrow as to the extent of ownership of the Debtor's property and
mineral rights, says Red Arrow.

James B. Jameson, Esq., at James B. Jameson & Associates PC,
represents Red Arrow.

American Patriot Gold, LLC, filed a bankruptcy petition (Bankr.
S.D. Tex. Case No. 13-35334) on Aug. 30, 2013.  The petition was
signed by Rocky V. Emery as manager.  Reese W. Baker, Esq., at
Baker & Associates, LLP, serves as the Debtor's counsel.  The U.S.
Trustee appointed three members to the official committee of
unsecured creditors in the Debtor's Chapter 11 case.  The Debtor
reported $49,950,000 in assets and $11,642,786 in liabilities.


AMERICAN PATRIOT: Court OKs Andrew Gaudielle as Mining Consultant
-----------------------------------------------------------------
American Patriot Gold LLC sought and obtained permission from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Andrew J. Gaudielle as mining consultant.

The professional services to be rendered on behalf of the Debtor
by Mr. Gaudielle in this case include mining and milling
consulting services, evaluation, design, optimization review and
project management of the Red Arrow Mine, including, without
limitation:

   (a) sampling the mine in order to generate systematically
       acquired material in evaluating the presence and grade of
       gold and other metals, both to develop a preliminary
       interpretative geological model of the mine and to generate
       material for bench scale metallurgical testing;

   (b) assaying the above mentioned material for metal content;

   (c) assaying samples of material from various steps in the
       current mill's processing flow sheet to determine, head
       grade, concentrate grades, and reject grades in order to
       evaluate the efficacy of the current processing practices;

   (d) analyze tailings material for potentially deleterious
       constituents (water rock characterization);

   (e) develop a reasonably detailed interpretive geological model
       of the mine by qualified geologists based on sampling,
       mapping and record examination in order to provide
       direction for further resource exploration, if warranted;

   (f) if warranted, perform preliminary metallurgical testing of
       in situ material from the mine gathered in conjunction with
       the geological samples; and

   (g) perform an operational assessment of the current status of
       the mine, mill, infrastructure, equipment, manpower,
       management controls, regulatory compliance and overall
       effectiveness of the operation in order to develop plans
       for process improvements;

For consulting services rendered in the above-captioned case,
Debtor has agreed to compensate Mr. Gaudielle a daily fee of
$1,000 and will be reimbursed for all reasonable customary
expenses incurred while carrying out activities associated with
the work performed for the Debtor.  The Debtor seeks authorization
to pay Gaudielle a fee of $1,000 per day without further Court
approval and to pay up to $20,000 per month without further court
approval.

In addition, the Debtor agreed to pay Mr. Gaudielle a pre-
payment/mobilization fee of $20,000, approximately one month's
consulting fees and reimbursable expenses, immediately upon the
granting of this application.

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

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

Mr. Gaudielle can be reached at:

       Andrew J. Gaudielle
       HIGH PLAINS CONSULTING, LLC
       P.O. Box 1265
       Denver, CO 80201

American Patriot Gold, LLC, filed a bankruptcy petition (Bankr.
S.D. Tex. Case No. 13-35334) on Aug. 30, 2013.  The petition was
signed by Rocky V. Emery as manager.  The Debtor disclosed total
assets of $25.9 million and total liabilities of $11.6 million.
Reese W. Baker, Esq., at Baker & Associates, LLP, serves as the
Debtor's counsel.


ANDALAY SOLAR: Posts Five-Fold Sequential Revenue Growth in Q2
--------------------------------------------------------------
Andalay Solar, Inc., reported net revenue for the fourth quarter
of 2013 of $757,000, an increase of $600,000 or 382 percent
compared to the third quarter of 2013.

"Whereas for the third quarter of 2013 revenue was posted at
$157,000, revenue in the fourth quarter of 2013 was $757,000,
nearly a five-fold sequential increase.  Further, after completing
our supplier diversification and cutting costs, including our
recent move to a lower cost location in January 2014, the
Company's expected breakeven on sales is far lower than at any
time in its history," commented Margaret Randazzo, CEO of Andalay
Solar, Inc.

Mark Kalow, chairman of Andalay Solar's Board of Directors, also
commented, "This news, coupled with a commitment from our long-
time investors, we believe puts us in a desirable position going
into 2014.  Our focus is now on increasing the top line growth of
the Company as we target achieving cash flow break-even and
profitability over the next several quarters.  We are also pleased
with our agreement with ASC Recap to pursue the purchase of prior
debt owed to four large creditors - of which one has already been
purchased and settled - in exchange for the issuance of certain
shares of the Company's common stock."  Details of the agreement
with ASC Recap LLC, which is subject to court approval, are
available for free at http://is.gd/S5Rsfp

For the year ended Dec. 31, 2013, the Company reported net revenue
of $1.1 million, compared to $5.2 million in 2012.  The decline in
full year was due to limited inventory levels during the first
nine months of 2013 due to supplier relationship issues.  The
Company began receiving product from a new supplier beginning in
September 2013 resulting in significant revenue growth during the
fourth quarter of 2013 compared to the prior quarters of 2013.

The Company plans to announce its full financial results for the
fourth quarter and year ended Dec. 31, 2013, in early March 2014.

                        About Andalay Solar

Founded in 2001, Andalay Solar, Inc., formerly Westinghouse 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.


ANACOR PHARMACEUTICALS: Board OKs $912,571 Exec. Bonuses for 2013
-----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Anacor
Pharmaceuticals, Inc., on Feb. 4, 2014, approved the cash
incentive bonuses payable under the Company's 2013 cash incentive
bonus plan, 2014 base salaries (effective retroactively to Jan. 1,
2014), and target bonuses under the Company's 2014 cash incentive
bonus plan, for the Company's named executive officers, other than
the chief executive officer and chief financial officer.

On Feb. 7, 2014, the Board, upon recommendation by the
Compensation Committee, approved the cash incentive bonus payable
under the Company's 2013 cash incentive bonus plan, 2014 base
salaries (effective retroactively to Jan. 1, 2014) and target
bonuses under the Company's 2014 cash incentive bonus plan for the
Company's chief executive officer and chief financial officer.

The Compensation Committee and the Board annually evaluate the
performance, and determine the compensation of the Company's
executive officers based on the their assessment of the
individual's performance, corporate performance and relative
compensation for competitive positions in similar life sciences
companies.  The Company's 2014 compensation program includes the
2014 cash incentive bonus plan with pre-defined target payouts as
a percentage of base salary based on achievement of corporate and
individual objectives.

     Named                 2013 Total    2014 Base  2014 Target
Executive Officer        Bonus Payment    Salary     Bonus
-----------------        -------------  ---------  -----------
David P. Perry,            $340,580      $560,000       60%
President and Chief
Executive Officer

Geoffrey M. Parker,        $144,914      $370,000       35%
Senior Vice President,
Chief Financial
Officer

Kirk R. Maples, Ph.D.,     $142,715      $335,000       35%
Senior Vice President,
Program Management

Jacob J. Plattner,         $141,726      $340,000       35%
Ph.D., Senior Vice
President, Research

Lee T. Zane, M.D.,         $142,636      $365,000       35%
Senior Vice President
and Chief Medical Officer

                  About Anacor Pharmaceuticals

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

As reported in the TCR on Mar 25, 2013, Ernst & Young LLP, in
Redwood City, California, in its report on the Company's financial
statements for the year ended Dec. 31, 2012, expressed substantial
doubt about the Company's ability to continue as a going concern,
citing the Company's recurring losses from operations and its need
for additional capital.

As of Sept. 30, 2013, the Company had $44.88 million in total
assets, $52.15 million in total liabilities, $4.95 million in
redeemable common stock and a $12.22 million total stockholders'
deficit.


AUTOMATED BUSINESS: PNC Opposes Halevy's Bid to Vacate Release
--------------------------------------------------------------
PNC Bank N.A. asked U.S. Bankruptcy Judge Wendelin Lipp to deny
the motion filed by an unsecured creditor of Automated Business
Power Inc. to reconsider the judge's earlier decision authorizing
the company's use of cash collateral.

The court order contained a release of PNC Bank, which serves as
administrative agent under a $58 million loan agreement.  Eyal
Halevy, who asserts unsecured claims against ABP, wants the
release vacated based on a technical failure to comply with
Bankruptcy Rule 4001(d).

In response, counsel to PNC Bank, Lisa Bittle Tancredi, Esq., at
Gebhardt & Smith LLP, in Baltimore, Maryland, says Mr. Halevy
"lacks standing" to file the motion.
According to Ms. Tancredi, the claims asserted by Mr. Halevy are
subordinated to the loan provided by PNC and other banks pursuant
to a 2008 agreement in which he also waived his right to enforce
his claims.

"Until the loan is paid in full, Halevy may not enforce any of his
rights or remedies in connection with the claims," Ms. Tancredi
said in a Feb. 4 filing.

Ms. Tancredi further said the release was a condition of PNC
Bank's withdrawal of its objection to ABP's use of cash
collateral.  "If the release is stricken, the administrative agent
and the lenders will be severely prejudiced," she said.

PNC Bank's counsel can be reached at:

        Lisa Bittle Tancredi, Esq.
        GEBHARDT & SMITH LLP
        One South Street, Suite 2200
        Baltimore, Maryland 21202
        Tel: (410) 752-5830
        Fax: (410) 385-5119
        E-mail: ltancredi@gebmith.com

                  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.


BEAZER HOMES: Stockholders Elect 8 Members to Board
---------------------------------------------------
Beazer Homes USA, Inc., held its annual meeting of stockholders on
Feb. 6, 2014, at which the stockholders:

   (1) elected Elizabeth S. Acton, Laurent Alpert, Brian C.
       Beazer, Peter G. Leemputte, Allan P. Merrill, Norma A.
       Provencio, Larry T. Solari and Stephen P. Zelnak, Jr., to
       serve as directors until the next annual meeting of
       stockholders and until their successors are elected and
       qualified;

   (2) ratified the selection of Deloitte & Touche LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending Sept. 30, 2014;

   (3) approved, on a non-binding, advisory basis, the
       compensation paid to the Company's named executive
       officers; and

   (4) approved the Company's 2014 Long-Term Incentive Plan.

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

Beazer Homes incurred a net loss of $33.86 million for the year
ended Sept. 30, 2013, a net loss of $145.32 million for the year
ended Sept. 30, 2012, and a net loss of $204.85 million for the
year ended Sept. 30, 2011.

As of Dec. 31, 2013, the Company had $1.93 billion in total
assets, $1.69 billion in total liabilities and $235.60 million in
total stockholders' equity.

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In the Jan. 30, 2013 edition of the TCR, Moody's Investors Service
raised Beazer Homes USA, Inc.'s corporate family rating to 'Caa1'
from 'Caa2' and probability of default rating to 'Caa1-PD' from
'Caa2-PD'.  The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the stable
outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BELLE FOODS: To Settle Unpaid Obligations With RWDSU & UFCW
-----------------------------------------------------------
Belle Foods LLC asks the U.S. Bankruptcy Court for the Northern
District of Alabama to approve a settlement agreement entered with
Retail, Wholesale & Department Store Union, Mid-South Council, and
the United Food & Commercial Workers Union Local 1996.

The terms of the settlement are:

  a) The unions are allowed a priority claim in the amount of
     $130,000 for the paid time off obligation.

  b) RWDSU is allowed a general unsecured claim in the amount of
     $45,000 for the full time obligation.

  c) The allowance of the settlement claim shall be in full and
     total satisfaction of any and all claims or obligations that
     the unions or any of the union employees have against the
     Debtor, and any and all proofs of claim that have been or
     will be filed by union employees, that the Unions possess the
     authority or right under any contract, law, or agreement to
     assert either on behalf of the unions or on behalf of
     any individual employee whose terms and conditions of
     employment were governed by a collective bargaining agreement
     between the Debtor and the unions.  The unions and all of the
     union employees hereby unconditionally release, acquit, and
     forever discharge the Debtor from any and all manner of
     claims known or unknown, actions, causes of action, suits,
     damages, and demands whatsoever, at law or in equity, of any
     kind or nature whatsoever, to the extent the Unions possess
     the authority or right under any contract, law, or agreement
     to assert the claims, action, suits, damages, or demands
     against the Debtor.  The agreement does not release claims
     that an individual employee has the right or authority to
     assert directly against the Debtor that are not governed by
     a collective bargaining agreement.

  d) The Settlement Claim shall not be paid until such time as a
     further order of this Court directs its payment.

The Debtor says RWDSU submitted proof of claim 348 regarding
the PTO Obligation, asserting that the amount owed was $229,222
and that it was entitled to priority under the Bankruptcy Code.
UFCW also submitted proof of claim 349 regarding the PTO
Obligation, asserting that the amount owed was $21,493, and
asserting that it was entitled to priority under Bankruptcy
Code.

The Debtor adds RWDSU also submitted proof of claim 414 regarding
the full time obligation, asserting that the amount owed was
$868,832, of which $402,053 accrued pre-petition and $466,778
accrued post-petition.  RWDSU claimed that the pre-petition
amounts were priority wage claims and that the post-petition
amounts were administrative expense claims under Bankruptcy Code.

The Debtor tells the Court that the obligations have not been
paid.

A full-text copy of the settlement agreement is available for free
at http://is.gd/hcDZiL

                         About Belle Foods

Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.

The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller.  The stores are in Florida, Georgia,
Alabama and Mississippi.

D. Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.

Attorneys at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama, and Otterbourg Steindler Houston & Rosen,
P.C., in New York, serve as co-counsel to the Official Committee
of Unsecured Creditors.

The Debtor reported total assets of $64,972,059 and estimated
liabilities of $16,627,087.


BELLE FOODS: Court Approves Rumberger Kirk as Panel's Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Belle Foods, LLC
sought and obtained authorization from the Hon. Jack Caddell of
the U.S. Bankruptcy Court for the Northern District of Alabama to
retain Rumberger, Kirk & Caldwell, P.C. as co-counsel for the
Committee, nunc pro tunc to Dec. 9, 2013.

The Committee requires Rumberger Kirk to represent the Committee
in all aspects in this bankruptcy case and to undertake all
actions as the Committee may direct as it relates to the
investigation of the Debtor's affairs, acquisition of assets,
financing and proposed sales as well as in any pending federal and
state court actions or potential claims against the estate, and to
bring actions and assert such claims as the Committee deems
appropriate to properly protect the interests of creditors.

Rumberger Kirk will be paid at these hourly rates:

       R. Scott Williams              $375
       Jennifer B. Kimble             $250
       Associates                  $150-$225
       Paralegal Services             $95

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

R. Scott Williams, partner of Rumberger Kirk, 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.

Rumberger Kirk can be reached at:

       R. Scott Williams, Esq.
       RUMBERGER, KIRK & CALDWELL, P.C.
       2204 Lakeshore Drive
       Lakeshore Park Plaza, Suite 125
       Birmingham, AL 35209

                         About Belle Foods

Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.

The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller.  The stores are in Florida, Georgia,
Alabama and Mississippi.

D. Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.

Attorneys at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama, and Otterbourg Steindler Houston & Rosen,
P.C., in New York, serve as co-counsel to the Official Committee
of Unsecured Creditors.


BERGENFIELD SENIOR: May Hire Rotolo as Tenant Evictions Counsel
---------------------------------------------------------------
Bergenfield Senior Housing LLC sought and obtained authorization
from the U.S. Bankruptcy Court for the District of New Jersey to
employ Joeseph J. Rotolo as special counsel.

The Debtor is authorized to retain Mr. Rotolo to provide legal
advice and services to the Debtor relating to tenant evictions in
the ordinary course of the Debtor's business.

The Debtor will pay Mr. Rotolo for his services rendered in the
ordinary course of the Debtor's business, and without the need for
filing fee applications.  All compensation paid shall be
specifically set forth on the applicable Monthly Operating Reports
filed with the Court.

                  About Bergenfield Senior Housing

Bergenfield Senior Housing, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 13-19703) in Newark, New Jersey,
on May 2, 2013.  Nicholas Rotonda signed the petition as
member/manager.  Judge Morris Stern presides over the case.
Aaron Solomon Applebaum, Esq., and Barry D. Kleban, Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, LLP, represent the Debtor
as counsel.

In its schedules, the Debtor disclosed $14,061,100 in assets and
$19,957,026 in liabilities as of the Petition Date.

The Bergenfield, New Jersey-based debtor is a single asset real
estate under 11 U.S.C. Sec. 101(51B) and said total assets and
debts exceed $10 million.  The Debtor operates and wholly owns a
90-unit residential apartment building located at 47 Legion Drive,
Bergenfield, New Jersey.

The Debtor's primary secured creditor is Boiling Springs Savings
Bank.  The Debtor is indebted to Boiling Springs on account of two
promissory notes, both of which are secured by mortgages on the
Property.  Boiling Springs' first-position mortgage secures
indebtedness in the total amount of $12.02 million and the second-
position mortgage secures indebtedness of $575,000.


BLUEJAY PROPERTIES: Parties Balk at Sale of Real Estate
-------------------------------------------------------
University National Bank objected to Bluejay Properties LLC's
motion for authorization to sell real estate.  UNB stated the
Court must not be distracted by the conundrum raised by the
Debtor.  It should act upon its earlier observation(s) of how the
case has stagnated and act upon the request of Bankers' Bank of
Kansas and appoint a trustee.  UNB said it filed an objection as a
precautionary matter due to notice being given of a hearing
scheduled for Feb. 13, 2014, at 1:30 p.m. on the motion.

As reported by the Troubled Company Reporter on Jan. 15, 2014,
BBOK filed a motion for relief from automatic stay so that it may
pursue foreclosure in state court, wherein the state court will
determine priorities prior to a sale of Bluejay Properties'
apartment complex in Junction City.  In the alternative, BBOK
seeks for the dismissal of the Debtor's bankruptcy case or for the
appointment of a Chapter 11 trustee.

BBOK also filed an objection to the sale motion.  Scott M. Hill,
Esq., at Hite Fanning & Honeyman L.L.P., on behalf of BBOK, said
the bank reserves the right to submit additional briefing related
to its motion filed earlier.

In seeking to sell assets, the Debtor said its broker has
negotiated an arm's-length transaction for the sale of real estate
with Arsenault Holdings, LLC.  The consideration to be paid for
the property is $10,250,000.  The sale will also include an
assumption by the purchaser of all rights and obligations under
the unexpired leases with the Debtor's tenants.

Meanwhile, Patricia E. Hamilton, Esq., at Stevens & Brand LLP, in
its response to the Debtor's sale motion, requested that the Court
enter an order that KVB's constructive trust claim for the unpaid
balance be paid at the closing from the proceeds of the sale and
that the balance of the sale proceeds be held pending resolution
of remaining claims and causes of action pending in an adversary
proceeding.

Prior to the filing date, the Debtor was involved in litigation in
the District Court of Douglas County, State of Kansas, in a case
captioned University National Bank v. JMD, LLC, et al., (BJP
Litigation).

                     About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., and Kathryn E. Sheedy, Esq., at Stumbo
Hanson LLP, in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.

There has been no official committee of unsecured creditors
appointed in the case.


BON-TON STORES: Lombard Odier Stake at 7.8% as of Dec. 31
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Lombard Odier Asset Management (USA) Corp
disclosed that as of Dec. 31, 2013, it beneficially owned
1,366,194 shares of common stock of The Bon-Ton Stores, Inc.,
representing 7.8 percent of the shares outstanding.  Lombard Odier
perviously reported beneficial ownership of 1,619,394 common
shares or 9.44 percent equity stake as of Dec. 31, 2012.  A copy
of the regulatory filing is available for free at:

                        http://is.gd/M0zASN

                        About Bon-Ton Stores

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

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

                           *     *     *

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

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

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


CABLEVISION SYSTEMS: S&P Lowers Corporate Credit Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Bethpage, N.Y.-based Cablevision Systems Corp. and related
entities, including the corporate credit rating to 'BB-' from
'BB', and removed all ratings from CreditWatch, where S&P had
placed them with negative implications on Nov. 14, 2013.  The
rating outlook is stable.

"The downgrade incorporates our revised view of Cablevision's
business risk profile to 'satisfactory' from the prior 'strong'
along with its 'highly leveraged' financial risk profile," said
Standard & Poor's credit analyst Richard Siderman.  "Our revision
of business risk recognizes the likelihood of a continuing loss of
video subscribers from these mature cable properties along with
continuing competitive pressure from the availability of Verizon's
rival FiOS service in much of Cablevision's service territory," he
added.

S&P expects cable system maturity, the twin secular industry
trends of video subscriber losses and higher programming costs,
along with competition to result in the cable segment EBITDA
margin remaining in the low 30% area, somewhat below that of
peers, which typically range from the mid-30% area up to 40%.
This expectation results in our view that debt to EBITDA will be
in the low-to-mid 5x area, including S&P's adjustments, for the
next two years.

The stable rating outlook recognizes that despite competitive
pressure, revenue from Cablevision's well-bundled cable customers
should be no more than only modestly lower in 2014 with video
customer losses partly offset by selective rate increases.  Based
on S&P's expectation of a consolidated EBITDA margin in the high
20% area, it expects debt leverage to be in the low-to-mid-5x area
in 2014, consistent with a highly leveraged financial risk
profile.

S&P could lower the rating if Cablevision encounters a greater-
than-anticipated level of competition from FiOS, in particular
aggressive, and sustained, triple-play pricing that leads to
erosion of all revenue generating unit (RGU) categories and
average revenue per video customer substantially below the $165.00
level.  That scenario could weaken the consolidated EBITDA margin
to the mid-20% area, or lower, and lead to debt leverage over 6x.

Consideration of a higher rating would be based on an improvement
in the cable segment EBITDA margin toward the mid-30% area that
would enable debt leverage to improve to the mid-4x area on a
sustained basis.  That would most likely stem from some material,
although likely selective, rate increases in combination with a
lower-than-anticipated loss of basic video subscribers, within the
context of the significant FiOS competition.


CALPINE CORP: Fourth Quarter Loss Wider Than Expected
-----------------------------------------------------
Micahel Calia, writing for The Wall Street Journal, reported that
Calpine Corp. posted a wider-than-expected fourth-quarter loss as
revenue missed Wall Street expectations, though the company swung
to a profit on an adjusted basis.

Still, Calpine boosted its 2014 guidance for earnings before
interest, taxes, depreciation and amortization by $100 million to
a range of $1.9 billion to $2 billion, according to the report.

The improved guidance includes the pending acquisition of a power
facility in Texas, which is expected to be completed during the
first quarter, the report said.  Chief Executive Jack Fusco also
attributed the improved outlook to "a good start to the year" and
share repurchases.

Calpine, which sells power to utilities and other entities on the
wholesale market rather than at regulated rates, has been slashing
costs and noncore assets while expanding in other markets, the
report related.  Total operating expenses in the fourth quarter
fell slightly to $1.29 billion, while fuel and purchased energy
expense declined 2.5% to $856 million.

Overall, Calpine posted a loss of $97 million, or 23 cents a
share, compared with a profit of $100 million, or 22 cents, in the
year-ago period, the report further related.  On an adjusted basis
-- which excludes the impacts of asset sales, debt extinguishment
and other items -- Calpine swung to a profit of $5 million from a
loss of $86 million a year ago.

                          About Calpine

Headquartered in Houston, Texas, Calpine Corp. is a major U.S.
independent power company that owns 93 operating power plants with
an aggregate generation capacity of nearly 29,000.  For the 12
months ending June 30, 2010, Calpine had operating revenues of
$6.4 billion.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 05-60200) on Dec. 20, 2005.
Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower,
Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP, represented
the Debtors in their restructuring efforts.  Michael S. Stamer,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represented the
Official Committee of Unsecured Creditors.  As of Aug. 31, 2007,
the Debtors had total assets of $18.467 billion, total liabilities
not subject to compromise of $11.207 billion, total liabilities
subject to compromise of $15.354 billion and stockholders' deficit
of $8.102 billion.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary Chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On September 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on Sept. 26.  On Dec. 19, 2007, the Court confirmed
the Debtors' Plan.  The Amended Plan was deemed effective as of
Jan. 31, 2008.

                            *     *     *

The Troubled Company Reporter reported on Nov. 7, 2013, that
Fitch Ratings has assigned a 'BB+/RR1' rating to Calpine's $490
million 5.875% senior secured notes due 2024. The Rating Outlook
is Stable. The 'RR1' rating reflects a three-notch positive
differential from the 'B+' Issuer Default Rating and indicates
that Fitch estimates outstanding recovery of 91%-100%.  Moody's
Investors Service assigned a B1 rating to Calpine's $490 senior
secured notes and affirmed the Company's B1 Corporate Family
Rating and B1-PD Probability of Default Rating.  Proceeds from the
debt will be used to pay down approximately $470 million of
existing senior secured debt.


CAREFREE WILLOWS: AG/ICC Asks Court to Consider New Valuation
-------------------------------------------------------------
In the Chapter 11 case of Carefree Willows LLC, Ali M. M. Mojdehi,
Esq., at Cooley LLP, on behalf of senior secured creditor AG/ICC
Willows Loan Owner, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada Carefree to reopen the record on plan
confirmation and related matters, in light of evidence of a
significant change in value of Willows LLC's property since the
time of the confirmation hearings.

AG/ICC requested for a March 5 hearing on its request.

AG/ICC, also a holder of a first mortgage and lien on the Debtor's
real property, stated that the appraisal being presented for the
Court's information demonstrates that the Debtor's real property
is currently worth at least $39 million.  As such, the Debtor's
property has increased in value by at least $9 million since its
bankruptcy filing over three years ago, or taken another way,
almost $3 million in the over a year that has passed since the
confirmation hearings in the case.  AG/ICC requests that the Court
take under consideration the new valuation evidence in connection
with its deliberations on the plan confirmation proceedings
currently under submission.

                    About Carefree Willows LLC

Carefree Willows LLC is the owner of a 300-unit senior housing
complex, located 3250 S. Town Center Drive, in Las Vegas,
Nevada.  Carefree Willows filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 10-29932) on Oct. 22, 2010.  The Law Offices of Alan
R. Smith, in Reno, Nevada, serves as counsel to the Debtor.  The
Debtor disclosed $30,604,014 in assets and $36,531,244 in
liabilities as of the Chapter 11 filing.


CASH STORE: S&P Cuts Issuer Credit Rating to CCC; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit rating on Edmonton, Alta.-based The Cash Store Financial
Services Inc. (CSF) to 'CCC' from 'CCC+'.  The outlook is
negative.  At the same time, Standard & Poor's lowered its rating
on CSF's senior secured notes to 'CCC' from 'CCC+'.  The '4'
recovery rating on the senior secured notes, which indicates S&P's
expectation for average (30%-50%) recovery of principal if a
default occurs, is unchanged.

The downgrade follows the Ontario Superior Court of Justice's
order that CSF is prohibited from acting as a loan broker for its
basic line of credit product without a brokers license under the
Payday Loans Act, 2008.  On Feb. 13, the Registrar of the Ministry
of Consumer Services in Ontario issued a proposal to refuse to
issue the license.  CSF announced that it has stopped offering the
line of credit product in its Ontario branches.

"Although CSF intends to request a hearing before the License
Appeal Tribunal, we believe that this may be a lengthy process and
the outcome is highly uncertain," said Standard & Poor's credit
analyst Michael Leizerovich.  "In our view, it is unlikely that
CSF will be able to fully replace its lost cash flows from the
discontinued line of credit product.  CSF currently operates
approximately one-third of its total stores in Ontario, and its
line of credit product represents a significant portion of its
earnings in the province."

The negative outlook reflects S&P's view that CSF's inability to
offer a line of credit product in Ontario will lead to lower cash
flow, which will likely result in liquidity constraints.  S&P
could lower the rating if CSF's liquidity position deteriorates to
the point where it would expect that the company would not meet
its interest payment obligation on its senior secured notes.  S&P
could revise the outlook to stable or raise the rating if the
company generates positive cash flow and earnings for two or more
consecutive quarters, and if its liquidity position stabilizes.


CENGAGE LEARNING: March 13 Hearing to Confirm Plan
--------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York on
Feb. 12, 2014, entered an order authorizing Cengage Learning Inc.
and its affiliated debtors to solicit acceptances for the Debtors'
Amended Joint Plan of Reorganization, as modified; approving the
Supplemental Disclosure Statement Related to the Debtors' Joint
Plan of Reorganization as containing "adequate information"
pursuant to Section 1125 of the Bankruptcy Code; approving the
solicitation materials and documents to be included in the
solicitation packages; and approving procedures for soliciting,
receiving, and tabulating votes on the Plan and for filing
objections to the Amended Plan.

The hearing at which the Court will consider confirmation of the
Plan will commence at 8:30 a.m., ET Time, on March 13, 2014.  The
hearing may be continued from time to time without further notice.

As reported by the Troubled Company Reporter on Feb. 11, 2014, the
Debtors revised their Joint Plan of Reorganization to incorporate
a global settlement they entered into with "supporting parties,"
which include the: (i) Consenting Credit Agreement Lenders; (ii)
Consenting First Lien Agent; (iii) Consenting First Lien
Noteholders; (iv) Committee; (v) Consenting Second Lien Note
Holders; (vi) Consenting Second Lien Trustee; (vii) Consenting
Centerbridge Lenders; (viii) Consenting Apax Parties; (ix)
Consenting Senior Unsecured Notes Trustee; and (x) Consenting PIK
Notes Trustee.

The Court set Feb. 7, 2014, as the voting record date, which is
the date for determining which holders of claims in voting classes
are entitled to vote on the Plan.

Plan votes are due March 10.  Plan objections are also due on the
same day.

The Debtors will file a Plan supplement by Feb. 24.

                       About Cengage Learning

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

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

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

The Debtors have tapped Kirkland & Ellis LLP's Jonathan S. Henes,
Esq., Christopher J. Marcus, Esq., and Christopher T. Greco, Esq.,
and Ross M. Kwasteniet, Esq. -- christopher.greco@kirkland.com and
ross.kwasteniet@kirkland.com -- as bankruptcy counsel; Lazard
Freres & CO. LLC as financial advisor; Alvarez & Marsal North
America, LLC, as restructuring advisor; and Donlin, Recano &
Company, Inc., as claims and notice agent.

Arent Fox's Andrew I. Silfen, Esq. -- andrew.silfen@arentfox.com
-- represents the statutory committee of unsecured creditors.

Milbank, Tweed, Hadley & McCloy LLP's Gregory Bray, Esq., and
Lauren Cohen, Esq. -- gbray@milbank.com and ldoyle@milbank.com --
represent the ad hoc group of holders of certain first lien
claims.

Davis Polk & Wardwell LLP's Damian S. Sohaible, Esq., and Darren
S. Klein, Esq. -- damian.schaible@davispolk.com and
darren.klein@davispolk.com -- represent the agent under the First
Lien Credit Agreement.

Katten Muchin Rosenman LLP's Karen Dine, Esq., and David Crichlow,
Esq. -- karen.dine@kattenlaw.com and david.crichlow@kattenlaw.com
-- represent the Indenture Trustee for the First Lien Noteholders.

Akin Gump Strauss Hauer Feld LLP's Ira Dizengoff, Esq., and Ropes
& Gray LLP's Mark R. Somerstein, Esq. --
Mark.Somerstein@ropesgray.com -- argue for CSC Trust Company of
Delaware as Second Lien Trustee.

Loeb & Loeb LLP's Walter H. Curchack, Esq. -- wcurchack@loeb.com
-- represents the Indenture Trustee for the Senior PIK Notes.

Kilpatrick Townsend's Todd Meyers, Esq. --
Tmeyers@kilpatricktownsend.com -- represents the Indenture Trustee
for the Senior Unsecured Notes.

Jones Day's Lisa Laukitis, Esq. -- llaukitis@jonesday.com -- is
counsel to Centerbridge Partners LP.

Simpson Thacher & Bartlett LLP's Peter Pantaleo, Esq. --
ppantaleo@stblaw.com -- represents Apax Partners LP.


CENTRAL FEDERAL: MacNealy Stake at 8.4% as of Feb. 10
-----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, MacNealy Hoover Investment Management Inc.
disclosed that as of Feb. 10, 2014, it beneficially owned
1,333,914 shares of common stock of Central Federal Corporation
representing 8.4 percent of the shares outstanding.  MacNealy
previously reported beneficial ownership of 1,373,285 common
shares as of Aug. 20, 2012.  A copy of the regulatory filing is
available for free at http://is.gd/DVkZ4b

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

As reported by the TCR on Feb. 4, 2014, The Office of the
Comptroller of the Currency has terminated the Cease and Desist
Order against CFBank, a subsidiary of Central Federal Corporation,
effective Jan. 23, 2014.  The CFBank Order has been in place since
May 25, 2011, which was prior to the 2012 capital raise and
recapitalization of Central Federal Corporation and CF Bank by the
current management team and standby investor group led by Timothy
O'Dell (CEO), Thad Perry (President) and Robert Hoeweler
(Chairman).

The Company incurred a net loss of $3.76 million in 2012, a net
loss of $5.42 million in 2011, a net loss of $6.87 million in
2010, and a net loss of $9.89 million in 2009.  The Company's
balance sheet at Sept. 30, 2013, showed $250.39 million in total
assets, $228.43 million in total liabilities and $21.95 million in
total stockholders' equity.


CEREPLAST INC: Bioplastics Maker Seeks Chapter 11 Protection
------------------------------------------------------------
Seymour, Indiana-based Cereplast, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Ind. Case No. 14-90200) on
Feb. 10, 2014, estimating $10 million to $50 million in both
assets and debts.

Judge Basil H. Lorch III oversees the case.  Cereplast is
represented by Tamara Marie Leetham, Esq., at Austin Legal Group,
as counsel.

Cereplast 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.

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.

According to Don Loepp, writing for PlasticsNews.com, the Company
said it sought bankruptcy protection "to strengthen its balance
sheet, clean up its capitalization structure and gain financial
flexibility as it continues to realign its operations."

In a Feb. 17 news release, Cereplast said it expects to redirect
its operations in two directions: toward traditional compounded
products and recycling polyolefins, and bioplastics made of
diversified feedstock including algae and polylactic acid.

CEO Frederic Scheer said: "We have taken a number of steps to
improve our operations over the past few months and we were making
great progress; however, the lack of traction of bioplastics
demand in the United States, the repetitive delays in
implementation of the bioplastic regulation in Europe and
especially in Italy combined with the legal problems created by
several of our lenders made clear to our board that reorganization
was the proper path forward. We believe that this reorganization
will enable us to reduce our debt and implement operational
changes, while maintaining our commitment to the environment."

The company is "actively negotiating a debtor-in-possession
financing from several interested parties," according to the
release.

PlasticsNews reported that Horizon Technology Finance Corp. on
Feb. 14 filed pleadings seeking conversion of the case to a
liqudation in Chapter 7.  Horizon said Cereplast is in default on
loan agreements.  Horizon had planned to auction Cereplast's
assets on Feb. 11, and had informed Cereplast of that plan on
Jan. 23.

The report recounted that Cereplast attempted to stop the auction
through a restraining order filed on Feb. 10, which was rejected,
according to Horizon's motion.  Cereplast then filed for Chapter
11 protection.

According to the report, Horizon said its plan to sell Cereplast
had generated interested bidders, including at least one that has
expressed an interest in continuing to operate the Seymour plant.

As reported by the Troubled Company Reporter, Cereplast on Feb. 6
commenced an action against Ironridge Technology CO, a division of
Ironridge Global IV, Ltd., Horizon Technology Finance Corporation,
Magna Group, LLC and Hanover Holdings I, LLC, in the Superior
Court of the State of California for the County of Los Angeles,
alleging breach of contract against all defendants and requesting
that the court issue a temporary restraining order and a
preliminary and permanent injunction enjoining all Cross-
defendants from taking any action unless and until a court of
competent jurisdiction adjudicates any of their respective
entitlement, if any.

Cereplast was based in El Segundo, California, until last year,
when it moved to Seymour.

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

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

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

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

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


CHA CHA ENTERPRISES: Seeks Approval to Obtain $42MM DIP Loan
------------------------------------------------------------
Cha Cha Enterprises LLC seeks approval from U.S. Bankruptcy Judge
Arthur Weissbrodt to borrow up to $42 million in debtor-in-
possession financing.

The $42 million loan will be provided by Victory Park Capital
Advisors, LLC and several other lenders.  Up to $32.75 million of
that will go to Mi Pueblo San Jose, Inc., while $9.3 million will
go to Cha Cha Enterprises.

The companies will use the loan to pay off their debt to Wells
Fargo Bank N.A. in exchange for the release of its liens that
would allow Cha Cha Enterprises to grant first priority liens to
the lenders to secure their loan.  The loan will also be used to
provide working capital to both companies for the next few months.

Cha Cha Enterprises will pledge all its assets to secure its $9.3
million loan with "first priority perfected liens" and grant the
lenders "super priority administrative claims."  Meanwhile, the
company will guarantee the repayment of Mi Pueblo's $32.75
million, according to a Feb. 13 filing.

In the same filing, Cha Cha Enterprises also asked for court
approval to use the lenders' cash collateral pursuant to budgets
to be provided to the lenders.  A copy of the DIP loan term sheet
is available for free at http://is.gd/C9K51N

Judge Weissbrodt will hold a hearing on Feb. 19 to consider
approval of the proposed financing.

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

Cha Cha filed a Chapter 11 petition (Bankr. N.D. Cal. Case
No. 13-53894) on July 22, 2013.  The Debtor estimated at least
$10 million in assets and liabilities.

An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11
protection (Case No. 13-53893) on the same day.  The cases are not
jointly administered.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP
Robert B. Kaplan, P.C. represents secured creditor Wells Fargo
Bank, N.A.


CHAMPION INDUSTRIES: Dimensional Fund No Longer a Shareholder
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that
as of Dec. 31, 2013, it did not beneficially own shares of common
stock of Champion Industries Inc.  Dimensional Fund previously
reported beneficial ownership of 758,522 common shares as of
Dec. 31, 2012.  A copy of the regulatory filing is available for
free at http://is.gd/NYX078

                     About Champion Industries

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

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

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


CLEAR CHANNEL: Bank Debt Trades at 2% Off
-----------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications is a borrower traded in the secondary market at
97.60 cents-on-the-dollar during the week ended Friday, Jan. 31,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.57 percentage points from the previous week, The
Journal relates.  Clear Channel Communications pays 365 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 30, 2016, and carries Moody's Caa1 rating and
Standard & Poor's CCC+ rating.  The loan is one of the biggest
gainers and losers among 205 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

            About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

As of Sept. 30, 2013, the Company had $15.23 billion in total
assets, $23.60 billion in total liabilities and a $8.37 billion
total shareholders' deficit.

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

In May, Standard & Poor's Ratings Services also announced that its
issue-level rating on San Antonio, Texas-based Clear Channel's
senior secured term loan remains unchanged at 'CCC+' following the
company's upsize of the loan to $4 billion from $1.5 billion.  The
rating on parent company CC Media Holdings remains at 'CCC+' with
a negative outlook, which reflects the risks surrounding the long-
term viability of the company's capital structure.


COLFAX CORPORATION: Moody's Affirms Ba3 CFR Over Victor Tech Deal
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Colfax
Corporation, including the Corporate Family Rating at Ba3,
following Colfax's announcement that it has agreed to acquire
Victor Technologies, Inc. in a transaction valued at approximately
$950 million. The company expects to fund the transaction with
proceeds from a recent equity offering as well as cash on hand and
proceeds from incremental debt issued under its existing credit
facility. The rating outlook is stable. Colfax's Speculative Grade
Liquidity rating was lowered to SGL-3 from SGL-2 because of
expected increased revolver usage as a result of the funding of
the acquisition. Victor's ratings were placed under review for
upgrade in relation to the potential benefits of being part of the
larger group, but Victor's ratings could be withdrawn if its debt
is repaid or refinanced at transaction close.

Ratings:

Issuer: Colfax Corporation

  Corporate Family Rating, Affirmed Ba3

  Probability of Default Rating, Affirmed Ba3-PD

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

  Senior Secured Bank Credit Facility Nov 7, 2018, Affirmed Ba2
  (LGD3, 41% from LGD3, 34%)

Issuer: Colfax UK Holdings Ltd

  Senior Secured Bank Credit Facility Nov 7, 2018, Affirmed Ba2
  (LGD3, 41% from LGD3, 34%)

Issuer: Colfax UK Holdings Ltd & Colfax Corporation

  Senior Secured Bank Credit Facility Nov 7, 2018, Affirmed Ba2
  (LGD3, 41% from LGD3, 34%)

Issuer: Victor Technologies Group, Inc.

  Corporate Family Rating, Placed on Review for Upgrade,
  currently B2

  Probability of Default Rating, Placed on Review for Upgrade,
  currently B2-PD

  Senior Secured Regular Bond/Debenture Dec 15, 2017, Placed on
  Review for Upgrade, currently B2

Outlook Actions:

Issuer: Colfax Corporation

  Outlook, Remains Stable

Issuer: Colfax UK Holdings Ltd

  Outlook, Remains Stable

Issuer: Victor Technologies Group, Inc.

  Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

Colfax's Ba3 corporate family rating considers the company's large
scale with over $4.2 billion in revenues in 2013, good geographic
diversification and mix of both aftermarket and original market
revenue. The proposed acquisition of Victor will expand the
company's footprint in its markets and bring incremental earnings
and cash flow, particularly if industrial activity in North
America supports further demand for Victor's welding and other
products. With a portion of the acquisition being funded with
equity, financial metrics, while weakened, are anticipated to
remain at levels that continue to support the Ba3 CFR rating. Pro
forma for the Victor acquisition, 2013 Moody's-adjusted leverage
would have been under 3.75x and Moody's anticipates a flat to
modestly improving leverage profile through 2014. Moody's also
expects continued improvement in operational efficiency over the
next 12 to 18 months to more strongly position the company within
its rating category.

Moody's expects that Colfax will maintain adequate liquidity over
the next twelve months. As of December 31, 2013, the company had
over $300 million of cash on its balance sheet with over $500
million of incremental liquidity available under its revolving
credit facilities due in 2018. Moody's believe revolver
availability will continue to be sufficient after giving effect to
the Victor acquisition. The company is anticipated to have
significant headroom under its financial covenants. Moody's expect
Colfax to allocate a portion of free cash flow for bolt-on
acquisitions.

Colfax's stable outlook reflects Moody's expectation that Colfax
will show modest improvement over the next 6 to 12 months that
will largely serve to improve its credit quality. Moreover, as
free cash flow is anticipated to fund growth initiatives,
deleveraging is expected to occur primarily through greater
profitability over an extended period.

Colfax's ratings may be downgraded if leverage were anticipated to
exceed 4.25 times for a sustained period of time or if margins
were to appreciably weaken. A reduction in free cash flow
generation could also the pressure the ratings or outlook.

Colfax is not anticipated to be upgraded over the short term.
However, positive ratings traction could occur if Colfax were to
successfully integrate Victor while continuing to improve across
its other businesses such that the company's leverage were to
decrease under 3.5 times and free cash flow available for debt
reduction anticipated to exceed 12%.

The ratings and rating outlook for Victor are expected to remain
under review until the pending transaction is addressed.

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

Colfax Corporation, headquartered in Fulton, Maryland, is a global
manufacturer of gas- and fluid-handling and fabrication technology
products. The Gas and Fluid Handling operating segment is a
supplier of products including pumps, fluid-handling systems and
controls, valves, fans, heat exchangers and gas compressors with
end markets including power generation, oil, gas, petrochemical,
mining, marine among others. The Fabrication Technology segment
supplies welding equipment, cutting equipment and consumables with
end markets including wind power, shipbuilding, pipelines,
mobile/off-highway equipment and mining. Revenues for 2013 were
approximately $4.2 billion.

Victor, headquartered in St. Louis, Missouri, is a global designer
and manufacturer of metal cutting, gas control, and specialty
welding products used in various fabrication, construction and
manufacturing operations. Victor's product categories include gas
equipment, arc accessories, plasma cutting systems, filler metals
and hardfacing alloys and welding equipment. Victor was acquired
by affiliates of Irving Place Capital ("IPC") in December 2010 is
expected to be acquired by Colfax in 2014. Pro forma for the
acquisition of Gas-Arc Group, net sales for the year ended
December 31, 2013 were approximately $500 million.


COMMUNITY FIRST: Eslick Daniel Stake at 6.5% as of Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission on Feb. 10, 2014, Eslick E. Daniel, M.D.,
disclosed that he beneficially owned 214,736 shares of common
stock of Community First, Inc., representing 6.55 percent based on
3,274,777 shares of common stock outstanding as of Dec. 31, 2013.
A copy of the regulatory filing is available for free at:

                        http://is.gd/DWo6Qa

                       About Community First

Columbia, Tenn.-based Community First, Inc., is a registered bank
holding company under the Bank Holding Company Act of 1956, as
amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  The Bank
conducts substantially all of its banking activities in Maury,
Williamson and Hickman Counties, in Tennessee.

The Company's balance sheet at Sept. 30, 2013, showed $450.51
million in total assets, $442.26 million in total liabilities and
$8.25 million in total shareholders' equity.

"[T]he Company is subject to a written agreement with its primary
regulator, which among other things restricts the payment of
interest on subordinated debentures and outstanding preferred
stock.  The Company is in substantial compliance with this
agreement.  The Company's bank subsidiary, Community First Bank &
Trust (the "Bank"), is not in compliance with a regulatory
enforcement action issued by its primary federal regulator
requiring, among other things, a minimum Tier 1 Leverage capital
ratio of not less than 8.5%.  The Bank's Tier 1 Leverage capital
ratio was 6.46% at December 31, 2012.  Continued failure to comply
with the regulatory action may result in additional adverse
regulatory action," the Company said in its annual report for the
year ended Dec. 31, 2012.


CONSOL ENERGY: Moody's Confirms Ba3 CFR & B1 Senior Debt Rating
---------------------------------------------------------------
Moody's confirmed the ratings of CONSOL Energy Inc. (CONSOL),
including the Ba3 corporate family rating (CFR), Ba3-PD
probability of default rating and the B1 rating on senior
unsecured debt. At the same time, Moody's assigned a Speculative
Grade Liquidity rating of SGL-3. The outlook is negative. This
concludes the review for downgrade initiated on October 29, 2013,
following the company's announcement that it has entered into an
agreement to sell all of its longwall steam coal mines in West
Virginia (roughly 30 million tons in production, and 1.1 billion
tons of reserves) to Murray Energy for $3.5 billion in value,
including $850 million in cash and the assumption of $2.4 billion
of other postretirement benefits (OPEB) and other legacy
liabilities.

Ratings Rationale

The Ba3 corporate family rating (CFR) reflects CONSOL's low-cost
coal assets in the Northern Appalachian coal basin, meaningful
metallurgical (met) coal production, sizable presence in the gas
business, large reserves of coal and natural gas, and the
stability provided by its long-term thermal coal agreements. The
ratings are also supported by the reduced legacy liability burden
following the divestiture to Murray Energy. That said, Moody's
expect the transaction to negatively impact the company's leverage
metrics in the near term, reducing 2014 EBITDA by over $200
million with little or no corresponding reduction in debt. As of
December 31, 2013, Debt/ EBITDA, as adjusted by Moody's and
excluding divested operations, exceeded 5x. Although Moody's
anticipate the leverage to trend down over longer term Moody's
expect it to remain above 4.2x over the next twelve months.

CONSOL's retained coal assets include three efficient low cost
longwall mines in the Northern Appalachian Pittsburgh seam, which
production can be directed into either thermal or the high-vol
metallurgical coal markets. Due to marketing flexibility, high BTU
and low sulfur content of these coals, Moody's expect the company
to place tonnage into both domestic and seaborne markets and
maintain relatively stable production volumes and margins over the
next two years. The ratings are further supported by the company's
healthy contracted position, with roughly 90% of thermal tons
secured under contract for 2014, and about 40% for 2015. The
company also retained two producing mines in Central Appalachia,
including its low-cost Buchanan mine, which produces low-vol
metallurgical coals, primarily directed to the international
markets. Despite the company's increased focus on the seaborne
markets following the divestiture, and the current weakness in
both metallurgical and thermal coal prices, Moody's expect that
the low cost position and high quality of the company's coal
assets will allow the coal division to continue generating healthy
margins. Moody's expect that following the expansion of the
company's BMX mine, scheduled to be completed in the first quarter
of 2014, the capital expenditures in the coal division will be
limited to maintenance, allowing the coal business to remain
roughly free cash flow neutral, even in a relatively weak price
environment. In 2013, the company's continuing coal operations
sold 29 million tons of coal, including 7 million tons of met
coal, at an average margin of about $18.5 per ton. In 2014,
Moody's expect the coal division to sell about 30 million tons of
coal, including roughly 7 million tons of met coal, with an
average margin of roughly $15 per ton.

Although the gas division contributed only roughly one third of
consolidated EBITDA in 2013, Moody's expect this contribution to
increase towards 50%, as gas production ramps up over the next two
to three years. The company's ratings are supported by its ample
reserves (proven reserves of roughly 5.7 Tcfe, of which nearly 45%
are developed), and its sizeable acreage in the low-cost Marcellus
and Utica shales. After producing 172 net Bcfe of natural gas in
2013, management targets roughly 30% annual growth production,
with increasing concentration in liquid-rich zones of Marcellus.
The ratings are constrained, however, by the substantive capital
investments that will be needed to achieve a commensurate growth
in reserves. Out of $1.5 billion capital investment budgeted for
2014, roughly $1 billion will be spent on drilling and completions
in Marcellus and Utica. While Moody's expect the company to gain
efficiencies, Moody's believe that absolute investments in the gas
business are likely to increase in the future years. Although
management has initiated a number of asset sales in the past to
help finance the natural gas expansion, and has stated its
intention to continue doing so, Moody's believe that at least a
portion of future capex will be debt-financed. Moody's view the
company's natural gas business as effectively highly leveraged
over the next two years, after considering the original $2.7
billion of debt raised in 2010 to acquire the gas assets in
Marcellus and Utica from Dominion Resources, and assuming
increasing absolute levels of debt. The ratings are also
constrained by our expectation that natural gas prices will remain
range-bound at around $4/ MMBtu over the next two years, which
will limit the extent to which the natural gas division will be
able to finance its expansion through the operating cash flows. In
2013, the gross margin generated on natural gas sales averaged
roughly $0.80 per Mcfe, and Moody's expect it to approach $1.00
per Mcfe in 2014, based on the current hedged position.

The SGL-3 liquidity rating reflects our view that the company has
adequate liquidity, sufficient to cover its cash needs over the
next twelve months. The company's liquidity primarily consists of
roughly $327 million in cash and roughly $1.7 billion available
under the revolvers ($1 billion CONSOL Energy revolver and $1
billion CNX Gas revolver, both expiring in April 2016). Over the
next twelve months, Moody's expect moderate revolver usage to fund
capital investments. Moody's expect the company to remain in
compliance with the revolvers' financial covenants over the next
twelve months. The company's nearest maturity is $1.5 billion of
senior unsecured debt due in April 2017.

The B1 rating on senior unsecured debt reflects its position in
the capital structure behind the secured revolvers. Substantially
all assets of the company are pledged as collateral under the
revolving credit agreements.

The negative outlook reflects our expectation that the company's
leverage will remain elevated over the next twelve months, with
Debt/ EBITDA, as adjusted, exceeding 4.2x over the next twelve
months.

The ratings outlook could be stabilized if Debt/ EBITDA, as
adjusted, were expected to be maintained below 4.5x on a sustained
basis. CONSOL's ratings could come under pressure if Debt/ EBITDA
exceeds 4.5x on a sustained basis, debt to capital ratio
approaches 65%, or if liquidity deteriorates.

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

CONSOL Energy Inc. is a major diversified fuel producer in the
Eastern US. In 2013, the company sold 29 million tons of coal,
172 net Bcfe of natural gas, and generated revenues of over
$3 billion.


CREATIONS GARDEN: Hearing Today on BofA Bid for Stay Relief
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing today, Feb. 18, 2014, at 10:00 a.m., to
consider a motion for relief from the automatic stay filed by Bank
of America, N.A., the holder of a deed of trust, to exercise its
rights with respect to properties of Creation's Garden Natural
Products, Inc.

BofA sought relief from stay on the properties located at:

   1. 28926 N. Hancock Parkway, Valencia, California;
   2. 24849 Anza Drive, Santa Clarita, California; and
   3. 24887 Avenue Rockefeller, Valencia California.

According to BofA, the Debtor has no equity on the property, and
the property is not necessary to an effective reorganization.

             About Creation's Garden Natural Products

Creation's Garden Natural Products, Inc., filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-37815) in Los Angeles on
Nov. 20, 2013.  An affiliate, Creation's Garden Natural Food
Markets, Inc., simultaneously sought bankruptcy protection.  Dino
Guglielmelli, president and holder of 100% of the common stock,
signed the petition.

The Debtors are represented by attorneys at Leven, Neale, Bender,
Yoo & Brill L.L.P.  Sherwood Partners, LLC, serves as financial
advisor and marketing consultant.

Creation's Garden Natural Products disclosed assets of $14,398,785
and liabilities of $16,991,488.


DREIER LLP: Plan Outline OK'd, Confirmation Hearing on April 24
---------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York approved on Feb. 13, 2014, the
disclosure statement explaining the plan of liquidation proposed
by Sheila M. Gowan, the Chapter 11 trustee for Dreier LLP, and the
Official Committee of Unsecured Creditors.

The confirmation hearing will be held on April 24, 2014, at 10:00
a.m.  Objections or proposed modifications, if any, to the Plan
must be submitted no later than April 7.

The Plan will be funded by cash on hand the estate will have on
the effective date, which the Trustee estimates to total
approximately $35,519,322.  General Unsecured Claims, totaling
$375,361,793, are impaired and holders are expected to recover
only 4.9%-12.6% of their claim amount.  Bill Rochelle, the
bankruptcy columnist for Bloomberg News, said the Trustee
indicated that she might collect $30 million more from lawsuits,
raising the distribution for unsecured creditors to 12.6%.

The plan administrator will make distributions first to holders of
allowed administrative expense claims, second to holders of
allowed priority tax claims, third to a reserve for allowed
professional fee claims and trustee commission, and fourth an
initial distribution to holders of allowed unsecured claims.

A redlined version of the First Amended Disclosure Statement,
dated Feb. 6, is available for free at:

        http://bankrupt.com/misc/DREIERLLPds0206.pdf

A redlined version of the Second Amended Disclosure Statement,
dated Feb. 13, is available for free at:

        http://bankrupt.com/misc/DREIERLLPds0213.pdf

The Chapter 11 Trustee is represented by Howard D. Ressler, Esq.,
and Stephen T. Loden, Esq., at DIAMOND McCARTHY LLP, in New York.

The Creditors' Committee is represented by Tracy L. Klestadt,
Esq., Sean C. Southard, Esq., and Joseph C. Corneau, Esq., at
KLESTADT & WINTERS, LLP, in New York; and Steven J. Reisman, Esq.,
and Jerrold L. Bregman, Esq., at Curtis, Mallet-Prevost, Colt &
Mosle LLP, in New York.

               About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Diamond McCarthy LLP.  Dickstein Shapiro LLP is the
trustee's special trial counsel.

Wachovia Bank National Association; the Dreier LLP Chapter 11
Trustee; and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier
pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


DUMA ENERGY: Changes Name to "Hydrocarb Energy Corporation"
-----------------------------------------------------------
Duma Energy Corp., on Feb. 4, 2014, filed an amendment to its
Articles of Incorporation with the Secretary of State of Nevada.
Pursuant to the amendment the Company's new name will be HYDROCARB
ENERGY CORPORATION.  The name change has a future effective date
of Feb. 18, 2014.  The Amendment also increased the number of the
Company's authorized shares to be 1,000,000,000 shares of stock.
A copy of the Amendment to Articles of Incorporation is available
for free at http://is.gd/1CurQv

                         About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $40.47 million for the year
ended July 31, 2013, a net loss of $4.57 million for the year
ended July 31, 2012, and a net loss of  $10.28 million for the
year ended July 31, 2011.  As of July 31, 2013, the Company had
$26.27 million in total assets, $16.91 million in total
liabilities and $9.36 million in total stockholders' equity.


EDGEN GROUP: S&P Hikes Corp. Credit Rating to BB-, Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Edgen Group to 'BB-' from 'B+'.  The outlook is
stable.

At the same time, S&P raised its issue-level rating on the
company's 8.75% senior secured notes to 'BB-' from 'B+'.  S&P also
revised the recovery rating on the notes to '3' from '4',
reflecting its revised expectation for a meaningful recovery (50%
to 70%) for lenders in the event of a payment default.  This is in
line with S&P's notching guidelines for a '3' recovery rating and
the 'BB-' corporate credit rating on Edgen Group.

S&P removed all ratings from CreditWatch, where it placed them
with developing implications on Oct. 1, 2013.

"The stable outlook reflects our view that credit measures will
improve primarily because of the 35% note tender in January 2014
and financial performance will at least stabilize in the near term
due to positive demand drivers, including higher spending by E&P
companies and well counts.  Still, we expect leverage to remain in
the 4x to 5x range over the next 12 months," said Standard &
Poor's credit analyst Amanda Buckland.

A downgrade could be triggered if operating results weaken such
that the pace of deleveraging, as measured by debt to EBITDA, does
not decrease to less than 5x by year-end 2014 due to weaker cash
flow.  A downgrade is also possible if working capital usage or an
acquisition depleted liquidity that is not replaced by an influx
of cash or continued access to a line of credit from Sumitomo.

An upgrade is possible if debt to EBITDA decreases to less than 4x
or FFO to debt increases to more than 20%.  Improved operating
results reflected by EBITDA margin expansion and sales growth due
to higher spending and an improved supply/demand balance in the
North American oil and gas industry is also needed to support an
upgrade.


EDGENET INC: Noteholders, Lender Respond to Cash Collateral Motion
------------------------------------------------------------------
Ernest Wu, who represents a group of holders of notes issued by
Edgenet Inc., which collectively represent $18.35 million in
claims against the Debtors, responded to the Debtors' request for
a final order to use cash collateral.

Mr. Wu, in his capacity as Owners' Representative, seeks certain
modifications to the provisions in the Final Cash Collateral
Order, including access to the Debtors' premises, representatives,
and agents; and adjustment to the period that allows interested
parties and any official unsecured creditors committee to launch
an investigation or challenge the liens and security interests of
the lender arising from the pre-bankruptcy loan.

Mr. Wu noted that the nature, validity and priority of the Note
Holders' claims are disputed.  However, it is undisputed, Mr. Wu
said, that they currently hold a security interest in the Debtors'
assets.  In addition, it appears that there is insufficient
interest among unsecured creditors to form a committee.

A copy of Mr. Wu's response is available at no extra charge at:

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

Liberty Partners Lenders LLC supports the request of Edgenet Inc.
et al. to use cash collateral.  Liberty said it has sought to
assist the Debtors in achieving a soft landing into chapter 11 and
is committed to assisting the Debtors throught the Chapter 11
cases.  Liberty said its goal is to encourage an environment
whereby the Debtors maximize value and creditor recoveries by
efficiently selling substantially all of their assets to the
highest and best bidder.  To that end, Liberty said it has agreed
to provide assistance to the Debtors in numerous forms, including
its consent to the use of cash collateral.  Liberty said the
Debtors' use of cash collateral is necessary for the maintenance
and ultimate conclusion of the Chapter 11 cases, and the terms of
the proposed Final Cash Collateral Order accord with the
Bankruptcy Code and all applicable rules.

Liberty also noted that the Owners' Representative does not
categorically oppose the Debtors' use of cash collateral.
Instead, he focuses on certain specific provisions of the proosed
Final Order.  Liberty said it is willing to participate in
negotiations with the Owners' Representative and the Debtors to
attempt to resolve issues raise by the Owners' Representative.

A copy of Liberty's response is available at no extra charge at:

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

The Bankruptcy Court was scheduled to hold a hearing Feb. 11 on
the Cash Collateral Motion.  The Court has not issued a ruling on
the request, according to the case docket.

As of the bankruptcy filing, the Debtors owed Liberty roughly
$85 million, comprised of $53 million in principal indebtedness
and $32 million in unpaid interest through Dec. 31, 2013.  The
Debtors also owe $18 million on account of notes issued in
connection with the purchase of the equity interests of
predecessor EdgeNet Inc. in 2004.

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

As reported by the Troubled Company Reporter on Feb. 13, 2014,
Edgenet et al., filed a complaint with the U.S. Bankruptcy Court
for the District of Delaware to avoid and recover transfers made
by the Debtors to or for the benefit of Mr. Wu, individually and
in his capacity as representative of former owners of Edgenet who
took back $20 million in subordinated promissory notes.  The
lawsuit stems from the 2004 reverse triangular merger under which
Liberty Partners Holdings 44, L.L.C., formed Edgenet Holding
Company, which acquired all of the equity interests of Edgenet.
At the time of the sale, in addition to the approximately $40
million paid for the equity interests in EdgeNet, certain former
owners of EdgeNet also took back $20 million in subordinated
promissory notes.  To secured the repayment of the Seller Notes,
the Debtors pledged certain assets.  Subsequent to the execution
of the Seller Notes and the Security Agreement, the Owners
Representative filed on behalf of the Seller Noteholders a UCC-1
perfecting their collective security interest in and to the
Collateral.

Ernest Wu is represented by:

     Joseph Grey, Esq.
     CROSS & SIMON LLC
     913 North Market Street, 11th Flr
     P.O. Box 1380
     Wilmington, DE 19899-1380
     Tel: 302-777-4200
     Fax: 302-777-4224
     E-mail: jgrey@crosslaw.coom

Liberty is represented in the case by:

     Laura Davis Jones, Esq.
     Timothy P. Cairns, Esq.
     Colin R. Robinson, Esq.
     PACHULSKI STANG ZIEHL & JONES LLP
     919 North Market Street, 17th Floor
     P.O. Box 8705
     Wilmington, DE 19899-8705
     Tel: 302-652-4100
     Fax: 302-652-4400

          - and -

     Ryan Blaine Bennett, Esq.
     Justin Ryan Bernbrock, Esq.
     Alexandra Schwarzman, Esq.
     KIRKLAND & ELLIS LLP
     300 North LaSalle
     Chicago, IL 60654
     Tel: 312-862-2000
     Fax: 312-862-2200
     E-mail: ryan.bennett@kirkland.com
             Justin.bernbrock@kirkland.com
             Alexandra.schwarzman@kirkland.com

                         About Edgenet Inc.

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

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

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

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


ELBIT IMAGING: Creditors OK Postponement of Collaterals Creation
----------------------------------------------------------------
Elbit Imaging Ltd. announced the results of the meeting of the
Company's unsecured financial creditors that voted on the
postponement of the creating and registering of the collaterals
securing the new notes which will be issued under the terms of the
plan of arrangement between the Company and its unsecured
financial creditors by 45 business days following the closing of
the Arrangement.  Accordingly, the creating and registering will
be deemed an undertaking of the Company (rather than a condition
precedent to the closing of the Arrangement), the failure to
satisfy thereof, will render the holders of the New Notes the
right to demand early repayment of any and all amounts due under
the New Notes.

At the Meeting, unsecured financial creditors holding
approximately 99.8 percent of the aggregate voting power
participating in the Meeting voted in favor of the Resolution.

The closing of the Arrangement remains subject to other conditions
precedent, as described in the Previous Announcement, which the
Company is pursuing with the objective to execute the same as
early as possible.

Following the request of the trustees of the noteholders, the
Company reported at the Meeting that the Board of Directors of the
Company has authorized it to enter into negotiations and
subsequently to enter into a non-binding letter of intent for the
pursuit of a certain investment in the share capital of its
subsidiary that is participating in a tender for a project in
Greece.

                         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.


EMPIRE DIE: Taps Roetzel and Stites & Harbison as Special Counsel
-----------------------------------------------------------------
Empire Die Casting Co., Inc. amended its application to employ
Roetzel & Andress, LPA and Stites & Harbison, LLP as special
counsel.

The application is amended to include several matters in which
Roetzel was retained to represent the Debtor prepetition.  In
support of this amended application, the Debtor refers to and
relies upon (i) the amended affidavit of Patricia Fugee, a partner
of Roetzel, and (ii) the affidavit of Erika R. Barnes, a member of
Stitles.

The Debtor contemplates that the proposed special counsel will
provide legal representation to the Debtor related to its claim
against Oreck and Oreck's bankruptcy case.

In addition, the Debtor contemplates that Roetzel will provide
legal representation to the Debtor with respect to the matters
that were pending as of petition date, and any other, further
labor litigation matters which may arise.

In the period from Oct. 16, 2012 to the petition date, Roetzel
received $91,328 and Stites received $3,905 in compensation from
the Debtor for prepetition advice and assistance.  As of petition
date, the Debtor owed nothing to Roetzel and $495 to Stites on
account of prepetition services rendered and expenses incurred on
behalf of the Debtor.

Stites did not hold a retainer from the Debtor on the petition
date.  However, as of the petition date, Roetzel held a retainer
from the Debtor in the amount of $4,189.

Roetzel & Andress' rates are:

   Name                         Hourly Rate
   ----                         -----------
Patricia B. Fugee               $340/hr
Robert E. Blackham              $395/hr
Timothy J. Webster              $375/hr
Alexander J. Kipp               $235/hr
Christopher R. Debski           $265/hr
Nathan Pangrace                 $255/hr
Klodiana Tedesco                $250/hr

Stites & Harbison's rates are:

   Name                         Hourly Rate
   ----                         -----------
Erika R. Barnes                 $275/hr

Each of the firms attests it is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

Roetzel said it has connections to various creditors of the Debtor
and other parties-in-interest in matters related to the Debtor,
the Debtor's reorganization case or such entities' claims against
or interests in the Debtor.

Stites said it has represented, and in the future likely will
represent, various creditors of the Debtor and other parties-in-
interest in matters related to the Debtor, the Debtor's
reorganization case or such entities' claims against or interests
in the Debtor.

The Debtor's counsel can be reached at:

     Marc B. Merlkin, Esq.
     Kate M. Bradely, Esq.
     BROUSE MCDOWELL, LPA
     388 S. Main Street, Suite 500
     Akron, OH 443111
     Tel: (330) 535-5711
     Fax: (330) 253-8601
     E-mail: mmerklin@brouse.com
             kbradely@brouse.com

                      About Empire Die

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

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

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

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


ENDEAVOUR INTERNATIONAL: Talisman Stake at 15.6% as of Feb. 4
-------------------------------------------------------------
Talisman Realty Capital Master, L.P., and its affiliates disclosed
in a Schedule 13D filed with the U.S. Securities and Exchange
Commission that as of Feb. 4, 2014, they beneficially owned
7,620,570 shares of common stock of Endeavour International
Corporation representing 15.61 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/5yuppN

                    About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million as compared with a net loss of $130.99 million
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $1.50 billion in total assets, $1.41 billion in total
liabilities, $43.70 million in series C convertible preferred
stock, and $46.24 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


ENGLOBAL CORP: Provides Post-Divestiture Corporate Update
---------------------------------------------------------
ENGlobal Corporation provided a corporate update after considering
its 2012-2013 business divestitures, the most recent of which was
closed in the third quarter of 2013.

While the Company has yet to complete its final year-end
accounting and audit processes, ENGlobal provided the following
analysis of its post-divestiture performance and estimated fourth
quarter 2013 financial data from continuing operations:

   1. Revenue of approximately $25 million.

   2. Consolidated gross profit margin of approximately 19 percent
      of revenue.

   3. Selling, general and administrative (SG&A) expenses of
      approximately 17 percent of revenue, including non-recurring
      transition expenses.

   4. At Dec. 28, 2013, cash on hand of approximately $5.5
      million, without borrowing from the Company's working
      capital facility.

"Our current business is best represented by an increase in gross
profit margins and an improved financial condition as a smaller,
more focused Company," said William A. Coskey, P.E., ENGlobal's
president and chief executive officer.  "The position that we find
ourselves in today is a direct result of steps initiated in late
2012, which includes a largely rebuilt and highly motivated
management team, an emphasis on customer satisfaction, project
execution and cost containment; and innovative strategies for
future business development.  While we are not satisfied with our
overall results, we are pleased with the progress we have made to
date and look forward to additional improvements in the coming
year."

As previously reported, the Company discontinued its electrical
services division and divested its land/right of way and midstream
inspection divisions during 2012, as well as divested its Gulf
Coast engineering and in-plant operations in the third quarter of
2013.  ENGlobal experienced operating losses through the first
half of 2013 and, therefore, expects to report an operating loss
for the full year 2013, despite post-divestitures operating
improvements.

ENGlobal plans to issue its results for the year ended Dec. 31,
2013, and file its Annual Report on Form 10-K on or about
March 13, 2014.

                          About ENGlobal

Houston-based ENGlobal Corporation (Nasdaq: ENG) is a provider of
engineering and related project services primarily to the energy
sector throughout the United States and internationally.  ENGlobal
operates through two business segments: Automation and
Engineering.  ENGlobal's Automation segment provides services
related to the design, fabrication and implementation of advanced
automation, control, instrumentation and process analytical
systems.  The Engineering segment provides consulting services for
the development, management and execution of projects requiring
professional engineering, construction management, and related
support services.

Englobal incurred a net loss of $33.60 million for the year ended
Dec. 29, 2012, as compared with a net loss of $7.07 million for
the year ended Dec. 31, 2011.  The Company's balance sheet at
Sept. 28, 2013, showed $46.08 million in total assets, $20.39
million in total liabilities and $25.69 million in total
stockholders' equity.

Hein & Associates LLP, in Houston, Texas, 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 losses from operations and is in default
of its debt agreements.  This raises substantial doubt about the
Company's ability to continue as a going concern.


ENTERPRISES PRODUCTS: Fitch Raises Jr. Sub. Notes Rating From BB+
-----------------------------------------------------------------
Fitch Ratings has upgraded Enterprise Products Operating LLC's
(EPO) Issuer Default Rating (IDR) and senior unsecured debt rating
to 'BBB+' from 'BBB'. Additionally, Fitch has upgraded EPO's
junior subordinate notes to 'BBB-' from 'BB+' and affirmed its
'F2' short-term IDR and commercial paper rating. Roughly $17
billion in debt is affected by today's action. The Rating Outlook
is Stable.

The upgrade reflects the quality and diversity of the company's
sizable portfolio of midstream assets, the strong resulting cash
flow and earnings from EPO's growth project spending, the
company's conservative management approach towards distributions
and financings and its increasing percentage of fee-based revenue.
EPO has demonstrated strong access to both debt and equity markets
throughout the business cycle focused on continuing to grow cash
flow and earnings and pay its distribution, while maintaining
strong distribution coverage and decreasing its exposure to
commodity price volatility. Its size and scale provide it ample
organic growth opportunities and its integrated midstream energy
systems serves as a crucial link between oil and gas producers and
consumers throughout the U.S.

Fitch recognizes that EPO is in the middle of a significant
capital spending program. Fitch expects that leverage, coverage,
and distribution metrics will continue to exhibit strength
relative to similarly rated midstream companies, despite EPO's
large capital expenditure program. Fitch expects EPO's debt/EBITDA
to be around 3.5 times (x) in 2014.

KEY RATINGS DRIVERS

Beneficial Size & Scale: EPO's sizable portfolio of midstream
assets provides strong consistent cash flow and earnings. EPO's
midstream asset base covers most major domestic gas producing
basins. Geographic and business line diversity largely insulate
EPO from any dynamic shifts in oil and gas production as well as
provides ample organic growth opportunities within its operating
footprint, limiting the need to make large scale acquisitions for
the sake of growth. EPO accesses all of the major gas and oil
production regions in the U.S. EPO serves all U.S. based ethylene
steam crackers, which are the largest consumers of natural gas
liquids (NGLs). Fitch notes that NGL and crude prices can be very
volatile and weakness in crude, NGL, and or fractionation spreads
could impact EPO's cash flow and earnings.

Significant Capital Spending: Fitch recognizes that EPO is in the
middle of a significant capital spending program. These growth
investments are largely focused on fee-based or revenue assured
assets which should continue to help lower EPO's exposure to
changes in commodity prices. Additionally, Fitch expects EPO's
leverage metrics will improve as EPO benefits from the earnings
and cash flow associated with project completion and operation.

Decreased Business Risk: EPO's large capital spending program has
primarily been focused on lower risk projects with solid returns
and long-term contracts with revenue assurance characteristics. As
a result, the company has seen the percentage of its fee-based
gross margin, not subject to commodity price volatility, move to
over 80% (2013). This shift in fixed fee type revenue has and will
result in less earnings and cash flow volatility even as natural
gas, NGL and oil prices have fluctuated.

Strong Metrics: EPO's year-end 2013 financial metrics were strong
for the ratings category with debt/ EBITDA of 3.5x with a 50%
equity treatment for EPO's junior subordinated notes. Distribution
coverage remained strong relative to its master limited
partnership peers at roughly 1.5x for 2013. Fitch expects
distribution coverage for 2014 - 2015 to remain well above 1.2x.
Fitch expects leverage to remain near 3.5x in 2014.

Beneficial Industry Trends: Longer term the growing production and
utilization of oil, natural gas, and NGLs has prompted the
movement of energy production activity to liquids rich producing
basins and underpinned a strong need for midstream infrastructure.
This shift has been and should continue to be highly beneficial to
EPO given its scale and geographic scope and the need for
midstream solutions.

Adequate Liquidity: Liquidity remains adequate with cash and
availability under its revolver of roughly $4.1 billion at 2013
year end. Near term maturities are manageable with $650 million of
maturing notes remaining for 2014 and $1.3 billion in notes
maturing in 2015.

Credit Concerns for EPO Include:

-- Significant growth capital expenditures through 2015, which
    have the potential to weigh on metrics in the near term;

-- Exposure, though limited, to commodity price volatility
    particularly NGL margins.

RATINGS SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- Maintaining debt/adjusted EBITDA at 3.0x or below on a
    sustained basis.

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

-- Continued large-scale capital expenditure program funded by
    higher than expected debt borrowings, leading to debt/EBITDA
    of approximately 4.0x or above on a sustained basis.

-- An increase in gross margin sensitivity to changes in
    commodity prices.

Fitch upgrades the following ratings:

-- Long-term IDR to 'BBB+' from 'BBB';
-- Senior unsecured rating to 'BBB+' from 'BBB';
-- Junior subordinated rating to 'BBB-' from 'BB+'.

Fitch affirms the following ratings:

-- Short-term IDR at 'F2';
-- Commercial paper at 'F2'.


EXIDE TECHNOLOGIES: Fee Examiner Hires Bernstein Shur as Counsel
----------------------------------------------------------------
Robert J. Keach, the fee examiner of Exide Technologies Inc.,
seeks authorization from the Hon. Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware to employ Bernstein,
Shur, Sawyer & Nelson, P.A. as counsel for the fee examiner, nunc
pro tunc Jan. 28, 2014.

The Fee Examiner requires Bernstein Shur to:

   (a) review the Fee Applications and related invoices for
       compliance with:

       - Sections 328, 329, 330 and 331 of the Bankruptcy Code,

       - Rule 2016 of the Federal Rules of Bankruptcy Procedure
         (the "Bankruptcy Rules"),

       - Local Rule 2016-2 of the Local Rules for the U.S.
         Bankruptcy Court for the District of Delaware (the "Local
         Rules"),

       - the United States Trustee Guidelines for Reviewing
         Applications for Compensation & Reimbursement of Expenses
         filed under 11 U.S.C. Section 330 (28 C.F.R. Part 58,
         Appendix A) (the "UST Guidelines"), and

       - the Order Pursuant to Bankruptcy Code Section 105(a) and
         331, Bankruptcy Rule 2016-2 Establishing Interim
         Compensation Procedures (the "Compensation Order" and
         together with the Local Rules and the UST Guidelines, the
         "Guidelines");

   (b) assist the Fee Examiner in any hearings or other
       proceedings before the Court to consider the Fee
       Applications including, without limitation, advocating
       positions asserted in the reports filed by the Fee Examiner
       and on behalf of the Fee Examiner;

   (c) assist the Fee Examiner with legal issues raised by
       inquiries to and from the Retained Professionals and any
       other professional services provider retained by the Fee
       Examiner;

   (d) where necessary, attend meetings between the Fee
       Examiner and the Retained Professionals;

   (e) assist the Fee Examiner with the preparation of
       preliminary and final reports regarding professional fees
       and expenses;

   (f) assist the Fee Examiner in developing protocols and
       making reports and recommendations; and

   (g) provide such other services as the Fee Examiner may
       request.

Bernstein Shur will be paid at these hourly rates:

       Robert J. Keach, Shareholder         $525
       Michael A. Fagone, Shareholder       $385
       David S. Anderson, Shareholder       $365
       Jennifer Rood, Shareholder           $335
       Maire C. Ragozzine, Associate        $250
       Will Hueske, Associate               $225
       Timothy McKeon, Associate            $195
       Roma N. Desai, Associate             $185
       Craig Nale, Associate                $185
       Bodie Colwell, Associate             $185
       Angela Stewart, Paralegal            $155
       Karla Quirk, Paralegal               $150
       Shareholders                      $525-$335
       Associates                        $250-$185
       Paraprofessionals                 $150-$155

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

Robert J. Keach, shareholder of Bernstein Shur, 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 were dude
Feb. 12, 2014.

       Robert J. Keach, Esq.
       BERNSTEIN, SHUR, SAWYER & NELSON, P.A.
       100 Middle Street, P.O. Box 9729
       Portland, ME 04104-5029
       Tel: (207) 774-1200
       E-mail: rkeach@bernsteinshur.com

                   About Exide Technologies

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

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

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

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

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

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

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.


F&H ACQUISITION: Hearing on Sale of Assets Set for Feb. 28
----------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware approved the procedures governing the private sale of
substantially all of the assets of F&H Acquisition Corp. and its
debtor affiliates to Cerberus Business Finance, LLC, in deal
valued at more than $125 million, and scheduled a hearing to
consider approval of the sale for Feb. 28, 2014.

The total transaction value includes (i) assumption of
approximately $70 million of debt under the first lien credit
agreement; (ii) assumption of up to approximately $9.6 million of
debt under the DIP credit agreement; (iii) rollover of $10 million
of debt under the second lien credit agreement; (iv) a partial
credit bid of debt under the Second Lien Credit Agreement of $19
million; (v) $14.5 million in cash, of which $4.5 million would be
transferred to the Debtors for the purpose of the wind down; and
(vi) an estimated $6.7 million in additional assumed liabilities.

The purchase price for the assets will be (i) the cash payment as
set forth in Section 3.1(b), plus (ii) the assumption of
liabilities by buyer at closing, plus (iii) $19 million, to be
satisfied in the form of a credit against the prepetition second
lien obligations.

Judge Gross also shot down objections against the motion to the
extent not resolved.  Before the approval of the sale procedures,
Roberta A. DeAngelis, U.S. Trustee for Region 3, objected to the
motion to the extent it seeks to implicitly or expressly approve
anything other than (a) a process to determine and pay cure
obligations, if any, (b) a process for counterparties of the
contracts and leases to object to the cure amounts as well as the
Buyer's proposed adequate assurance, and (c) the scheduling of a
hearing, with an appropriate objection deadline, to approve the
private sale.  A group of owners of certain regional shopping
centers at which the Debtors are tenants called "the Taubman
Landlords" objected to the extremely short period of time between
the procedures hearing date and the hearing to approve the sale of
the assets, as well as the assumption and assignment of leases.
The Taubman Landlords also complained of the inadequate cure
amounts the Debtors propose to pay.

A full-text copy of the asset purchase agreement is available for
free at http://bankrupt.com/misc/F&HACQUISITIONapa.pdf

The sale hearing will be at 2:00 p.m., to consider approval of the
sale transaction.  Objections to the sale transaction must be
received by the Court on or before Feb. 25.

The Debtors are represented by Adam Friedman, Esq., Olshan Frome
Wolosky LLP, in New York; and Robert S. Brady, Esq., Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.

The Official Committee of Unsecured Creditors is represented by
Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Wilmington, Delaware; and Jeffrey N. Pomerantz, Esq., at
Pachulski Stang Ziehl & Jones, LLP, in Los Angeles, California.

The Prepetition First Lien Agent and DIP Agent, General Electric
Capital Corporation, is represented by Peter P. Knight, Esq., and
James Ktsanes, Esq., at Latham & Watkins, in Chicago, Illinois;
and Kurt Gwynne, Esq., at Reed Smith LLP, in Wilmington, Delaware.

The Prepetition Second Lien Agent, Cerberus Business Finance, LLC,
is represented by Michael L. Tuchin, Esq., and David A. Fidler,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles,
California; and Adam G. Landis, Esq., at Landis Rath & Cobb, in
Wilmington, Delaware.

The U.S. Trustee is represented by Richard L. Schepacarter, Esq. -
- Richard.Schepacarter@usdoj.gov -- Trial Attorney for the United
States Department of Justice - Office of the United States
Trustee, in Wilmington, Delaware.

The Taubman Landlords are represented by Susan E. Kaufman, Esq. --
skaufman@coochtaylor.com -- at Cooch and Taylor PA, in Wilmington,
Delaware; and Andrew S. Conway, Esq. -- Aconway@taubman.com -- at
Cooch and Taylor PA, in Bloomfield Hills, Michigan.

                         About Fox and Hound

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

F&H estimated assets in excess of $100 million.  According to a
court filing, outstanding debt obligations total $119 million,
including $68.4 million owing on a first-lien loan with General
Electric Capital Corp. as agent.  The $11.2 million second-lien
obligation has Cerberus Business Finance LLC as agent.  Unsecured
trade suppliers and landlords are owed $11.2 million.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

The parent holding company, F&H Acquisition Corp., is based in
Wichita, Kansas.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
local counsel, Olshan Frome Wolosky LLP as general counsel,
Imperial Capital LLC as financial advisor, and Epiq Bankruptcy
Solutions as claims and noticing agent.

The U.S. Trustee has appointed seven members to an official
committee of unsecured creditors.


F&H ACQUISITION: Can Use DIP Loans Until Feb. 28
------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware amended the Interim DIP Order issued in the Chapter 11
cases of F&H Acquisition Corp., et al., to replace the date in the
definition of "Interim Period Outside Date" with "February 28,
2014."

The DIP Borrowers are authorized to borrow under the Revolver
Facility and issue Postpetition Letters of Credit in an aggregate
outstanding principal amount comprising Revolver Facility Advances
and Postpetition Letters of Credit not to exceed $4,000,000.

"Interim Period Outside Date" refers the period within which the
Debtors have authority to use the DIP Loan to continue to operate
their business.

                         About Fox and Hound

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

F&H estimated assets in excess of $100 million.  According to a
court filing, outstanding debt obligations total $119 million,
including $68.4 million owing on a first-lien loan with General
Electric Capital Corp. as agent.  The $11.2 million second-lien
obligation has Cerberus Business Finance LLC as agent.  Unsecured
trade suppliers and landlords are owed $11.2 million.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

The parent holding company, F&H Acquisition Corp., is based in
Wichita, Kansas.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
local counsel, Olshan Frome Wolosky LLP as general counsel,
Imperial Capital LLC as financial advisor, and Epiq Bankruptcy
Solutions as claims and noticing agent.

The U.S. Trustee has appointed seven members to an official
committee of unsecured creditors.


FIELD FAMILY: Seeks to Pay for Buyer's Expenses
-----------------------------------------------
Field Family Associates LLC filed papers asking the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania for
permission to pay certain expenses incurred by MHF Properties IV
LLC, a prospective buyer of the Debtor's property, pursuant to a
purchase and sale agreement and the Debtor's second amended
Chapter 11 plan of reorganization.

According to the Debtor, MHF Properties, an affiliate of Magna
Hospitality Group, agreed to purchase the Debtor's hotel located
at 144-10 135th Street, Jamaica, New York, for $41 million.  The
proceeds of the sale will allow the Debtor to pay all allowed
claims in full on the effective of the Debtor's second amended
plan.  The sale deal provides for the reimbursement of expenses
in the amount of $150,000, the Debtor adds.

The Court confirmed the Debtor's first amended Chapter 11 plan on
Oct. 2, 2013, but the effective date of that plan did not take
place.  As reported in the Troubled Company Reporter, the Plan
contemplates to pay all creditors in full over time.  The Plan
will be funded from cash on hand, cash from future operations, and
a loan of $2 million from The Field Family Trust, an affiliate of
the Debtor.  Existing owners will retain control of the company.
General unsecured claimants will receive amortized quarterly
payments equal to their allowed claim over a four-year period with
interest at the rate of one percent per annum, with the first
payment to be made on the Effective Date and on the first business
day of each quarter thereafter with the final payment to be made
on the fourth anniversary of the Effective Date.

New-Penn Management Co., Inc., will continue management of the
hotel.

The Debtor's current agreement with HLT Existing Franchise
Holding, LLC, by which it operates the Hotel as a Hampton Inn,
expires in November 2013.  The Debtor has engaged in negotiations
regarding continued operation of the hotel as a Hampton Inn.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/FIELD_FAMILY_1ds.pdf

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.


FIRST PHILADELPHIA: Wants Control of Case Through July
------------------------------------------------------
First Philadelphia Holdings, LLC, is seeking an extension of its
exclusive periods to file a chapter 11 plan until May 20, 2014,
and to solicit acceptances for that plan until July 20.

The U.S. Bankruptcy Court for the District of New Jersey was
slated to convene a hearing on Feb. 11 to consider the motion.

The Debtor explains that, to effectuate the amended plan through
the sale of the Debtor's real estate, the Debtor filed a sale
motion.  In this relation, the hearing on the Amended Disclosure
Statement and bidding procedures motion is scheduled for Feb. 26.

As reported in the Troubled Company Reporter, the Debtor filed on
Oct. 23, 2013, an amended disclosure statement describing the
Debtor's Liquidating Plan.

The Debtor seeks to accomplish payments under the Plan by (i)
marketing its real estate for sale; (ii) making payment to its
secured creditors from the proceeds of such sale; and (iii) making
payment to unsecured creditors funded by the Debtor's managing
member, George M. Diemer.  If a sale cannot be achieved in the
time frame set forth in the Plan, the Debtor will transfer its
interest in the Property to one or both of the secured creditors.

Under the Plan, holders of allowed General Unsecured Claims will
receive an 8.47% dividend on account of the allowed claims.

The Interest Holder, George M. Diemer (Class 3) will not receive
and distribution under the Plan.

A copy of the Amended Disclosure Statement for the Debtor's
Liquidating Plan is available at:

        http://bankrupt.com/misc/firstphiladelphia.doc67.pdf

The TCR reported on Nov. 27, 2013, that the Debtor's exclusive
plan filing period and solicitation period were extended until
Feb. 19 and April 21, respectively.

                     About First Philadelphia

First Philadelphia Holdings, LLC, is a Pennsylvania limited
liability company formed on or about March 14, 2005.  The Debtor
is headquartered in New Jersey and is in the business of owning
real estate located at 6501 New State Road a/k/a Tacony Street,
Philadelphia, Pennsylvania.

The Company filed a Chapter 11 petition (Bankr. D.N.J. Case No.
12-39767) on Dec. 21, 2012.  The Debtor scheduled $15,000,000 in
assets and $10,346,981 in liabilities as of the Chapter 11 filing.
Judge Gloria M. Burns presides over the case.

Maureen P. Steady, Esq., who has an office in Marlton, New Jersey,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $15,000,000 in total assets and $10,346,981 in
total liabilities.

No official committee of unsecured creditors, trustee or examiner
has been appointed in the Debtor's Chapter 11 case.


FISKER AUTOMOTIVE: Continental Automotive Opposes Sale of Tooling
-----------------------------------------------------------------
A group of manufacturers led by Continental Automotive Systems,
Inc. said it may own some of the tools and machines that would be
included in the proposed sale of Fisker Automotive Holdings,
Inc.'s assets.

Continental Automotive complained that the proposed order
approving the sale gives Fisker the right to sell them in
contravention of the manufacturers' "possible ownership interest"
in those tools and machines.

In its lists of assets and liabilities, Fisker claims it owns
certain tools and machines held by Continental Automotive worth
more than $2.07 million.

Meanwhile, Diversified Machine Inc. and Fisker Coachbuild LLC
expressed concern over the possible assumption, assignment or
rejection of their contracts with Fisker as part of the proposed
sale.  DMI said it doesn't have existing contracts with Fisker
that are eligible for assumption or rejection.

Fisker proposed to sell its assets to China's Wanxiang Group,
which emerged as the winning bidder at a recently held auction.
Wanxiang offered to buy the assets for $149.2 million, beating out
a rival bidder Hybrid Tech Holdings LLC.

U.S. Bankruptcy Judge Kevin Gross is scheduled to consider
approving the sale on Feb. 18.

Continental Automotive is represented by:

         Kevin G. Collins, Esq.
         BARNES & THORNBURG LLP
         1000 N. West Street, Suite 1500
         Wilmington, DL 19801-1058
         Tel: (302) 888-4536
         Fax: (302) 295-4801
         E-mail: kcollins@btlaw.com

DMI is represented by:

         Jeremy W. Ryan, Esq.
         Etta R. Mayers, Esq.
         POTTER ANDERSON & CORROON LLP
         1313 North Market Street, Sixth Floor
         P.O. Box 951
         Wilmington, DE 19899-0951
         Tel: (302) 984-6000
         Fax: (302) 658-1192
         E-mail: jryan@potteranderson.com
                emayers@potteranderson.com

              - and -

         Lisa S. Gretchko, Esq.
         450 West Fourth Street
         Royal Oak, MI 48067
         Tel: (248) 645-1483
         Fax: (248) 645-1568
         E-mail: lgretchko@howardandhoward.com

Fisker Coachbuild is represented by:

         Rachel B. Mersky, Esq.
         MONZACK MERSKY MCLAUGHLIN AND BROWDER P.A.
         1201 North Orange Street, Suite 400
         Wilmington, DE 19801
         Phone: 302-656-8162
         Fax: 302-656-2769
         E-mail: RMersky@monlaw.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.


FISKER AUTOMOTIVE: Panel Can Retain Brown Rudnick as Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fisker Automotive
Holdings, Inc. and its debtor-affiliates sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Brown Rudnick LLP as co-counsel for the
Committee, nunc pro tunc to Dec. 5, 2013, to:

   (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; and

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

                      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.  Emerald Capital Advisors Corp. is the
financial advisors for the Committee.

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: Emerald Capital Okayed as Committee Advisors
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fisker Automotive
Holdings, Inc. and its debtor-affiliates sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Emerald Capital Advisors Corp. as financial
advisors to the Committee, nunc pro tunc to Dec. 11, 2013, to:

   (a) review and analyze the Debtors' operations, financial
       condition, business plan, strategy, and operating
       forecasts;

   (b) assist the Committee in evaluating any proposed debtor-in-
       possession financing; and

   (c) assist in the determination of an appropriate capital
       structure for the Debtors.

Emerald Capital will be paid at these hourly rates:

       John P. Madden              $600
       Joseph R. Scopo             $500
       Phil F. Murtaugh            $400
       Associates                  $300
       Analysts                    $200

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

John P. Madden -- jpm@emeraldcapitaladvisors.com -- senior
managing director of Emerald Capital, 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 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.  Emerald Capital Advisors Corp. is the
financial advisors for the Committee.

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: Panel Can Retain Saul Ewing as Co-Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fisker Automotive
Holdings, Inc. and its debtor-affiliates sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Saul Ewing LLP as co-counsel for the Committee,
nunc pro tunc to Dec. 5, 2013, to:

   (a) advise the Committee with respect to its rights, duties,
       and powers in these chapter 11 cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors relative to the administration of these chapter
       11 cases; and

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with holders of claims and equity interests.

Saul Ewing will be paid at these hourly rates:

       Partners                  $350-$750
       Special Counsel           $300-$495
       Associates                $245-$425
       Paraprofessionals         $160-$275

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

Mark Minuti, partner of Saul Ewing, 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 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.  Emerald Capital Advisors Corp. is the
financial advisors for the Committee.

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: Hearing Held on Bid to Terminate Policies
-----------------------------------------------------------
The Bankruptcy Court on Feb. 10, 2014, at 10:00 a.m., commenced a
hearing to consider the request of 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.

At the hearing, the Court was to consider objections to the
request, including that of James Poarch, James A. Cornelison, and
William Isaacs, a former insured under the insurance policies.

Mr. Poarch asked the Court to direct the Debtor to pay back the
cash value of the policy paid.

Mr. Cornelison requested that the decision to deny vested
employees their legally earned benefits be revoked and that the
Debtor or their designee etc. be ordered to pay the Henredon
employees the full cash surrender value of their policies.

Joseph H. Huston, Jr., Esq., at Stevens & Lee, P.C., on behalf of
Mr. Isaacs, joined in the objections filed by Messrs. Walters,
Stroupe, Abshire, Claus, Cornelison, Poarch and Ms. Robinson to
the motion.  Mr. Isaacs also requested that issues relating to the
benefit plan and reliance policy be clearly preserved for another
day.

As reported in the Troubled Company Reporter on Feb. 12, 2014,
Henredon Pacific Life policy holders objected to the motion filed
by the Debtor.

Policy holder Ann R. Robinson asked 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.

Following the sale, the Bankruptcy Court entered an order
approving a change in the name of Furniture Brands International,
Inc. to FBI Wind Down, Inc.  Similar name changes were approved
for the other Debtors.


GENERAL AUTO BUILDING: Bid to Disqualify Tonkon Torp Pending
------------------------------------------------------------
Trial was held in January on (i) the motion filed by the U.S.
Trustee seeking removal of Tonkon Torp LLP as counsel to General
Auto Building LLC, and to disallow the firm's fees; and (ii) the
objection filed by the U.S. Trustee to the firm's application for
final professional compensation.

At the end of the Jan. 13 hearing, Bankruptcy Judge Elizabeth L.
Perris took the matter under advisement.

As reported by the Troubled Company Reporter, Acting U.S. Trustee
for Region 18, Gail Brehm Geiger, objected to the application for
final professional compensation filed by Tonkon Torp on Sept. 20,
2013, Claim 34-1, and asked the Bankruptcy Court to enter an
order: (i) disallowing fees requested by Tonkon Torp as of the
date it commenced its representation of McCall General
Investments, LLC ("MGI") in connection with the Chapter 11 case of
General Auto Building through the date the Plan became effective;
(ii) requiring Tonkon Torp to forgo taking an interest in Heorot
Mead Hall, LLC, in exchange for fees; (iii) disallowing fees
charged to the estate for work performed for the benefit of MGI;
(iv) disallowing all fees for Tonkon Torp's defense of its
employment and fee application; and (v) for such other relief as
the Court deems appropriate.  According to the Acting U.S.
Trustee, MGI through its membership interest in Heorot has an
ownership interest in substantial insider claims.

The Acting U.S. Trustee explains: "Tonkon Torp was no longer
disinterested and held and represented interests adverse to
the estate when it: (1) represented MGI in connection with this
case, and (2) negotiated an equity interest in Heorot during the
pendency of the Chapter 11 case.  Tonkon Torp failed to make
complete or timely disclosures of its connections, fee
arrangements, and fee payments as required by the Bankruptcy Code
and Rules.  The estate should not be charged for services that
appear to have been rendered for the benefit of MGI, and Tonkon
Torp should not receive fees for defending its dual employment by
the Debtor and MGI.

"Tonkon Torp's fees should be disallowed for the period of
April 2, 2013, through Aug. 31, 2013 -- the date it began its dual
representation of the Debtor and MGI in connection with this case
through the last business day preceding the Plan's effective date.
Tonkon Torp should also be required to forgo an equity interest in
Heorot in payment of fees incurred through the Effective Date."

                    About General Auto Building

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Michael W.
Fletcher, Esq., Albert N. Kennedy, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, serve as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.

As reported in the TCR on Aug. 1, 2013, the Court confirmed the
Debtor's Fifth Amended Plan.  A copy of the confirmation order is
available at http://bankrupt.com/misc/generalauto.doc440.pdf

Thereafter, Judge Perris denied Park & Flanders LLC's motion to
reconsider the order confirming the Fifth Amended Plan, dated
Feb. 11, 2013.  Judge Perris said she is not convinced that Park &
Flanders has demonstrated a basis for reconsideration of the
confirmation order.


GETTY IMAGES: Bank Debt Trades at 6% Off
----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 93.96 cents-on-
the-dollar during the week ended Friday, February 7, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.26 percentage points from the previous week, The Journal
relates.  Getty Images Inc. pays 350 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Oct. 14,
2019, and carries Moody's B2 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

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


GOODYEAR TIRE: Fitch Affirms 'B+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Rating (IDR)
and various issue ratings of The Goodyear Tire & Rubber Company
(GT) and its subsidiary Goodyear Dunlop Tires Europe B.V. (GDTE).

GT's ratings apply to a $2 billion secured revolving credit
facility, a $1.2 billion second lien secured term loan and $3
billion in senior unsecured notes. GDTE's ratings apply to a
Eur400 million secured revolving credit facility and Eur250
million of senior unsecured notes.

The Rating Outlooks for GT and GDTE have been revised to Positive
from Stable.

Key Rating Drivers

GT's ratings reflect the company's strong market position as the
third-largest global manufacturer of replacement and original
equipment (OE) tires. Although GT's global unit tire sales have
declined annually over the past two years, the company's focus on
producing higher-margin high value added (HVA) tires and its cost
reduction initiatives have helped to grow margins and operating
income as revenue has fallen. However, the tire volume decline in
2013 was driven solely by lighter volumes in the first quarter, as
GT's global tire volumes rose in each of the last three quarters
of 2013. This suggests that GT's volume declines have bottomed and
will grow modestly going forward. Free cash flow improved markedly
in 2013, although discretionary pension contributions made early
in the year kept the overall free cash flow figure negative.

Liquidity remains strong, in part due to the company issuing debt
to fund its 2013 discretionary pension contribution. Fitch expects
GT's credit protection metrics will improve over the intermediate
term as overall tire demand grows, particularly in emerging
markets, and the company makes further progress on improving its
cost structure. Leverage is likely to trend down over the
intermediate term, as earnings rise and as the company was able to
fund its 2014 discretionary pension contribution without issuing
incremental debt. With the discretionary contributions to its U.S.
salaried and hourly pension plans in 2013 and 2014, the funded
status of the company's global pension plans has improved
dramatically, and it is no longer viewed as a key risk to GT's
credit profile.

Rating concerns include growing tire industry capacity,
particularly in North America, which could pressure industry
pricing over the longer term, and volatility in raw material
costs, especially for natural rubber. The tire market environment
in Europe remains a concern, although the brightening economic
situation in the region may help the market to at least stabilize
over the next year. Other concerns include seasonal swings in GT's
working capital, and margins that continue to lag several of its
key European and Asian competitors. GT's focus on lessening
working capital volatility has shown results over the past two
years, with the magnitude of the seasonal changes significantly
reduced, while cost savings initiatives and a continued focus on
pricing will help to narrow its competitive profitability gap.

GT's free cash flow generation has improved markedly over the past
two years. Free cash flow in 2013 was ($271) million. However,
excluding $834 million in discretionary pension contributions made
in early 2013, free cash flow would have been $563 million. This
compares to free cash flow of ($118) million in 2012 and ($285)
million in 2011. The improvement has largely been driven by GT's
HVA tire focus, traction on cost reduction activities and
moderating raw material prices. Going forward, Fitch expects GT to
continue posting positive free cash flow, excluding pension pre-
funding, although volatile raw material prices remain a meaningful
risk. Capital spending in 2014 is expected to decline somewhat, to
a range of $900 million to $1 billion, while GT's common stock
dividend, which the company began paying in the fourth quarter of
2013, will reduce free cash flow by $55 million annually (at the
current payout rate), although a partial offset will be the
savings of $29 million in annual preferred stock dividends once
GT's Series B preferred stock converts to common stock on April 1,
2014.

The funded status of GT's pension plans has improved dramatically
following the company's discretionary contributions to its U.S.
salaried plan in early 2013 and its U.S. hourly plan in January
2014. GT now estimates that its plans are underfunded by only $700
million, down from $3.5 billion at year end 2012. Based on GT's
labor agreement with the United Steelworkers entered into in
August 2013, the company can freeze its U.S. hourly pension plan
on April 30, 2014. The remaining underfunded pension plans are
primarily outside the U.S., with a sizeable portion of the
remaining underfunding tied to unfunded plans in certain countries
where plans are administered on a pay-as-you-go basis. GT
estimates that after contributing $1.3 billion to its pension
plans in 2014, cash pension funding will only be $75 million
annually in 2015 and 2016.

GT's liquidity position remains relatively strong. At year-end
2013, prior to the early 2014 discretionary pension contribution,
GT had $3 billion in cash and cash equivalents and another $1.7
billion available on its primary U.S. and European revolvers. Cash
and cash equivalents was well above the $1 billion level that
management considers the minimum necessary to meet GT's daily
operational requirements through the cycle. Other than $207
million in accounts receivable facility borrowings due in 2015,
the company has no significant debt maturities until 2019,
although its European and U.S. revolvers mature in 2016 and 2017,
respectively. Fitch expects GT to retain a reasonably high level
of financial flexibility over the intermediate term, with strong
liquidity and positive free cash flow (excluding discretionary
pension contributions).

On an EBITDA basis, GT's gross leverage (debt/Fitch-calculated LTM
EBITDA) at year-end 2013 was 3.0x, up slightly from 2.8x at year
end 2012, as a result of a $900 million senior unsecured note
issuance in February 2013 that was used to fund the contributions
to its U.S. salaried pension plan. EBITDA improved to $2.1 billion
in 2013 from $1.8 billion in 2012 as the EBITDA margin grew to
10.7% from 8.6%. The growth in the EBITDA margin was notable,
given that revenue of $19.5 billion in 2013 was down $1.5 billion
year-over-year. Over the intermediate term, Fitch expects leverage
to trend down on increased earnings and cash flow.

The rating of 'BB+/RR1' on GT's and GDTE's secured credit
facilities reflects their substantial collateral coverage and
outstanding recovery prospects in the 90% to 100% range in a
distressed scenario. The rating of 'B/RR5' on GT's unsecured notes
reflects Fitch's expectation that recoveries would be below
average, in the 10% to 30% range, in a distressed scenario. The
relatively low level of expected recovery for the unsecured debt
is the result of the substantial amount of higher-priority secured
debt in the company's capital structure.

The rating of 'BB/RR2' on GDTE's senior unsecured notes is higher
than the rating on GT's unsecured notes due to structural
seniority. GDTE's notes are guaranteed on an unsecured basis by GT
and GT's subsidiaries that guarantee the parent company's secured
credit facility. However, GDTE does not guarantee GT's senior
unsecured notes. The recovery prospects of GDTE's senior unsecured
notes also benefit from the lower level of secured debt at GDTE.
GDTE's credit facility and senior unsecured notes are subject to
cross-default provisions relating to GT's material indebtedness.

RATING SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

-- Demonstrating positive growth in tire unit volumes, market
    share and revenue;

-- Producing positive annual free cash flow on a sustained basis
    (adjusted for discretionary pension contributions);

-- Generating sustained gross EBITDA margins of 11% or higher;

-- Maintaining leverage below 3.5x for an extended period.

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

-- A significant step-down in demand for the company's tires;

-- An unexpected increase in costs, particularly related to raw
    materials, that cannot be offset with higher pricing;

-- A decline in the company's cash below $1 billion for several
    quarters;

-- A sustained increase in gross EBITDA leverage above 4.0x,
   particularly to support any shareholder-friendly activities.

Fitch has affirmed the following ratings for GT and GDTE:

GT

-- IDR at 'B+'
-- Secured bank credit facility at 'BB+/RR1';
-- Secured second-lien term loan at 'BB+/RR1';
-- Senior unsecured notes at 'B/RR5'.

GDTE

-- IDR at 'B+';
-- Secured bank credit facility at 'BB+/RR1';
-- Senior unsecured notes at 'BB/RR2'.

The Rating Outlook for both companies is revised to Positive from
Stable.


GYMBOREE CORP: Bank Debt Trades at 10% Off
------------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 90.38 cents-on-the-
dollar during the week ended Friday, February 14, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.67
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Feb. 23, 2018.  The bank
debt carries Moody's B2 and Standard & Poor's B- rating.  The loan
is one of the biggest gainers and losers among 204 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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


HALLWOOD GROUP: Merger Consideration Hiked to $13 Per Share
-----------------------------------------------------------
The Hallwood Group Incorporated has reached a settlement in a
purported class and derivative action which, subject to court
approval, will increase the Merger Consideration by $3.00 per
share, from $10.00 to $13.00 per Share, less any incentive fee and
attorneys' fees that may be awarded by the Court.

As previously announced, on June 4, 2013, the Company, Hallwood
Financial Limited ("Parent"), and HFL Merger Corporation, a
Delaware corporation and wholly owned subsidiary of the Parent
("Merger Sub"), entered into an Agreement and Plan of Merger, as
amended on July 11, 2013.  The Merger Agreement provides that,
upon the terms and subject to the conditions set forth in the
Merger Agreement, Merger Sub will merge with and into the Company,
with the Company continuing as the surviving corporation and a
wholly owned subsidiary of Parent.  Parent is controlled by
Anthony J. Gumbiner, chairman and chief executive officer of the
Company, and Parent currently owns 1,001,575, or 65.7 percent, of
the issued and outstanding shares of common stock, par value $0.10
per share, of the Company.

Section 2.1(a) of the Merger Agreement provides, among other
things, that at the Effective Time, each Share (other than
Excluded Shares and any Dissenting Shares) will be converted
automatically into and will thereafter represent the right to
receive $10.00 in cash, without interest.

On Aug. 23, 2013, Gary L. Sample filed a purported class and
derivative action in the Court of Chancery of the State of
Delaware against the parties to the Merger Agreement and certain
directors and officers of the Company, asserting, among other
things, that the Original Merger Consideration was unfair and did
not reflect the true value of the Company and all of its assets.

On Feb. 7, 2014, Plaintiff and the Defendants entered into a
Stipulation of Settlement, by and through their respective
attorneys, whereby the Parties agreed that, in order to resolve
the Litigation, the parties to the Merger Agreement would, among
other actions, amend the Merger Agreement to increase the Merger
Consideration by $3.00 per share, from $10.00 per Share to $13.00
per Share, less any incentive fee and attorneys' fees that may be
awarded by the Court to Plaintiff and Plaintiff's counsel in
accordance with the Stipulation.  The Defendants specifically deny
that they have engaged in any wrongdoing, deny that they committed
any violation of law, deny that they breached any fiduciary
duties, and deny liability of any kind to Plaintiff, the Company,
or its stockholders.  The Increased Merger Consideration will be
paid if the settlement set forth in the Stipulation is approved by
the Court and the Merger is consummated pursuant to the terms of
the Merger Agreement as amended by the Second Amendment to the
Merger Agreement, which was entered into by the Company, Parent,
and Merger Sub as of Feb. 7, 2014.

The Board of Directors of the Company, by affirmative vote of all
of the members of the Board of Directors of the Company other than
Mr. Gumbiner, acting upon the unanimous recommendation of the
Special Committee, has (i) reaffirmed its original determination
that the Merger is substantively and procedurally fair to the
Company's minority and unaffiliated stockholders; (ii) declared
that it is advisable and in the best interests of the Company and
its minority stockholders that the Increased Merger Consideration
be accepted in connection with the Settlement in order to resolve
the Litigation and as an additional benefit to the Company's
minority stockholders if the Settlement is approved by the Court
and the Merger is consummated pursuant to the terms of the Merger
Agreement as amended by the Second Amendment; (iii) approved the
execution, delivery and performance of the Second Amendment; and
(iv) resolved to recommend adoption by the stockholders of the
Company of the Merger Agreement as amended by the Second
Amendment.

If the Settlement is approved by the Court, all known and unknown
claims against the Defendants relating to the Litigation, the
Merger, the Settlement, and investments in securities issued by
the Company between Nov. 6, 2012, and the date of the Merger will
be released, including derivative claims.  If the Court does not
approve the Settlement, the Settlement and any actions to be taken
with respect to the Settlement will be of no further force or
effect and will be null and void, provided, however, that any
amendment to the Merger Agreement entered into by the parties
thereto will remain in effect.  In the event that the Court does
not approve the Settlement, the parties to the Merger Agreement
have agreed to proceed with the consummation of the Merger based
on the Original Merger Consideration of $10.00 per Share, without
the $3.00 per Share increase to the Merger Consideration
contemplated by the Second Amendment, which would involve the
resolicitation of stockholder approval at that price.

The Company has filed a preliminary proxy statement with the SEC
relating to the holding of a special meeting of its stockholders
for the adoption of Merger Agreement.  In the near future, the
Company expects to file with the SEC, and subsequently mail to its
stockholders, a definitive proxy statement, and currently expects
that the special meeting of stockholders will be held in March or
April 2014.

A copy of the Second Amendment to Agreement and Plan of Merger is
available for free at http://is.gd/NoEk9Y

                       About Hallwood Group

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.

Hallwood Group incurred a net loss of $17.94 million in 2012, as
compared with a net loss of $6.33 million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed
$65.88 million in total assets, $25.75 million in total
liabilities, and stockholders' equity of $40.13 million.

Deloitte & Touche LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company is dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to its fund ongoing operations.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


HAVEN HEALTH: Receivership Claims Bar Date Set for March 10
-----------------------------------------------------------
The Superior Court for the Judicial District of Hartford,
Connecticut, on July 7, 2008, entered an order appointing Phyllis
A. Belmonte as receiver of Haven Health Center of Danielson, LLC;
Haven Health Center of Norwich, LLC; Haven Health Center of
Waterford, LLC; Waterford Equities, LLC; and Haven Health Center
of Windham, LLC, skilled nursing facilities located in
Connecticut.

The Receiver closed Haven Health Center of Waterford, LLC on
December 3, 2008; and sold the assets of Haven Health Center of
Danielson, LLC; Haven Health Center of Norwich, LLC; and Haven
Health Center of Windham, LLC on September 15, 2009, both pursuant
to the Court's orders.

Any person or entity claiming a financial or property interest of
any kind that arose between July 7, 2008 and February 7, 2014,
inclusive, with respect to the Receivership and/or any nursing
home, is instructed to provide written notice to:

     Receivership Claims Procedure
     P.O. Box 6607
     Hamden, CT 06517

for delivery no later than 2 p.m. on Monday, March 10, 2014, the
Bar Date.

The written notice must include a full and complete description of
the facts and circumstances which gave rise to the asserted
claimed interest.  Original claims must be submitted in paper form
and may not be faxed.  No special claims form is necessary. Claims
received after the Bar Date and claims that do not comply with
these substantive requirements shall not be considered by this
Court.

This process is not intended to invite or entertain pre-
Receivership claims against the Defendant, as the Court concluded
a pre-Receivership claims procedure in November 2008.  Claims
filed against the Defendants or the Receiver that arose prior to
July 7, 2008 will not be considered by the Court.

Nothing is intended to be or shall be deemed to be an admission by
the Receiver as to the validity of any claimed interest, or a
waiver by the Receiver of any rights with respect to any
Receivership property, all of which, including the right to
contest any alleged interest or claim of any type, is expressly
reserved.

Any creditor or other person or entity asserting a financial or
property interest against the Receivership or a nursing home named
in the caption to this notice that fails to comply with the
provisions of this notice on or before 2 p.m. on Monday, March 10,
2014, the Bar Date, shall be deemed to have abandoned its
collateral and/or its claim.

The Court restrains and enjoins the commencement, prosecution, or
continuance of the prosecution, of any action, suit, arbitration
proceeding, hearing, or any foreclosure, reclamation, or
repossession proceeding, both judicial and non-judicial, or any
other proceeding, in law, or in equity, or under any statute, or
otherwise, against the Receiver or any of the assets or property
in the custody and or control of the Receiver, in any Court,
agency, tribunal, or elsewhere, or before any arbitrator, or
otherwise, by any creditor, stockholder, corporation, partnership
or other person without the prior authorization of the Court and
prior notice to the Receiver.  The levy of any attachment,
execution or other process upon or against any property in the
custody or control of the Receiver, or the taking or attempting to
take into possession of any property in the possession, custody or
control of the Receiver, or of which the Receiver has the right to
possession, without obtaining prior approval thereof from the
Court, shall be deemed to be invalid, void and without effect.

The Court directs the Receiver to provide notice of the
Receivership Period Claims Procedure to all potential creditors,
including residents, employees and vendors of and to the
Receivership facility, by mailing a copy of such order and to
publish the order in the appropriate newspaper serving the
geographic areas where the nursing home was located. The Court
further directs the Receiver to mail a report on claims filed in
this Receivership Period Claims Procedure to the parties and to
all claimants no later than seven (7) days prior to the hearing at
which such claims shall be considered by the Court.

The Court will hold a hearing on March 21, 2014 at 11 a.m. at
Connecticut Superior Court, 95 Washington Street, Hartford,
Connecticut 06106 at which time all claims asserted in compliance
with this notice shall be considered.

                     About Haven Healthcare

Headquartered in Middletown, Connecticut,  Haven Healthcare
Management LLC -- http://www.havenhealthcare.com/-- provides
nursing care to the elderly in New England, Connecticut.  The
company operates health centers and assisted living facilities.
In addition, the company specializes in short-term rehabilitative
care and long-term care.

The company and 46 of its affiliates filed for chapter 11
protection (Bankr. D. Conn. Lead Case No. 07-32719) on Nov. 22,
2007.  Moses and Singer LLP served as the Debtors' counsel.
Kurtzman Carson Consultants LLC was the Debtors' claims and
notice agent.  The U.S. Trustee for Region 2 appointed nine
creditors to serve on an Official Committee of Unsecured Creditors
in this case.  Pepper Hamilton LLP served as counsel and Neubert
Pepe & Monteith P.C. served as co-counsel to the Creditors
Committee.  When the Debtors sought protection from their
creditors, they listed assets and debts of between $1 million and
$100 million.  As of Feb. 29, 2008, the Debtors' balance sheet
showed total assets of $25,965,631 and total liabilities of
$38,597,720 resulting in a $12,632,089 stockholders' deficit.
The Debtors' consolidated list of 50 largest unsecured creditors
showed total claims of more than $20 million.

In August 2008, the Bankruptcy Court dismissed the Chapter 11
cases of Haven Healthcare Management and its debtor-affiliates, at
the behest of the U.S. Trustee for Region 2.


HELIA TEC: HSC Holdings Seeks Appointment of Bankruptcy Trustee
---------------------------------------------------------------
HSC Holdings Co., Ltd., asked the U.S. Bankruptcy Court for the
Southern District of Texas to appoint a bankruptcy trustee if the
Chapter 11 case of Helia Tec Resources, Inc., is not converted to
a Chapter 7 case.

Appointment of a trustee "is appropriate based on overwhelming
conflicts of interest" involving Helia Tec's management, according
to HSC lawyer, David Harberg, Esq., at The Law Offices of David B.
Harberg, in Houston, Texas.

Mr. Harberg also said there is evidence of "dishonesty, breach of
fiduciary duty and gross management" of the company on the part of
its president Cary Hughes, which makes the appointment of an
outside trustee necessary.

The lawyer cited a case where Mr. Hughes and another officer
allegedly offered to settle Helia Tec's arbitration claim as well
as their claims against HSC's predecessor GE&F Co. Ltd. to gain
personally from the deal.  Another case was when both officers
chose to pay themselves over $186,000 from the settlement payment
made by GE&F to Helia Tec rather than use the money to pay the
company's trade creditors, according to Mr. Harberg.  Both
officers "have already demonstrated that they will put their
interests above those of creditors as well as those of Helia Tec's
majority shareholder," Mr. Harberg said.
In a court filing, Helia Tec denied most of the allegations made
by HSC including allegations that its bankruptcy case was filed in
bad faith and that there are "substantial and material conflicts
of interest inherent" in the case.

Mr. Harberg can be reached at:

         David B. Harberg, Esq.
         The Law Offices of David B. Harberg
         1010 Lamar, Suite 450
         Houston, Texas 77002
         Tel: (713) 752-2200
         Fax: (832) 553-7888
         E-mail: david@harberglaw.com

                     About Helia Tec Resources

Helia Tec Resources, Inc. filed a Chapter 11 petition (Bankr. S.
D. Tex. Case No. 13-36251) on Oct. 3, 2013 in Houston, Texas,
represented by Richard L. Fuqua, II, Esq., at Fuqua & Associates,
PC, in Houston, as counsel to the Debtor. The Debtor listed
$16.15 million in assets and $2.24 million in liabilities. The
petition was signed by Cary E. Hughes, president.

Judy A. Robbins, U.S. Trustee for Region 7, was unable to appoint
an official committee of unsecured creditors in the Debtor's case.


HERCULES OFFSHORE: Dimensional Fund Stake at 8.4% as of Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that
as of Dec. 31, 2013, it beneficially owned 13,471,163 shares of
common stock of Hercules Offshore Inc. representing 8.43 percent
of the shares outstanding.  Dimensional Fund previously reported
beneficial ownership of 12,680,695 common shares or 8% equity
stake as of Dec. 31, 2012.  A copy of the regulatory filing is
available for free at http://is.gd/6fZ5nv

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $127 million in 2012, a net loss
of $76.12 million in 2011, and a net loss of $134.59 million in
2010.  The Company's balance sheet at Sept. 30, 2013, showed $2.40
billion in total assets, $1.48 billion in total liabilities and
$922.37 million in stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HIBU INC: Hearing on Chapter 15 Petition Set for Feb. 27
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
will convene a hearing for 1:30 p.m. on Feb. 27, 2014, with
respect to the Verified Petition for Recognition and Chapter 15
Relief filed by Christian Henry Wells, in his capacity as the
foreign representative of hibu Inc. et al.

Hibu et al. are debtors in reorganization proceedings currently
pending before the High Court of Justice of England and Wales
(Chancery Division)(Companies Court) pursuant to Part 26, Section
895 of the Companies Act 2006.

Objections to the petition are due seven days prior to the
Recognition Hearing.

                          About hibu Inc.

hibu is one of the largest multinational providers of print and
digital directories and digital services connecting local
consumers and merchants. While headquartered in Reading, U.K.,
hibu has approximately one million small and medium-sized
business ("SMB") customers located around the world.  hibu's main
operations are located in the U.K., U.S., and Spain, with
operations also in Argentina, Chile, and Peru along with shared
service functions in India and the Philippines.  hibu seeks to
transform itself from being a leading supplier of print and
online advertising for SMBs to becoming a leader in providing a
portfolio of print and digital marketing solutions for SMBs to
reach consumers.

hibu Inc. and related entities commenced restructuring
proceedings under Part 26 of the United Kingdom Companies Act
2006 before the High Court of Justice of England and Wales
(Chancery Division) on Jan. 17, 2014.

hibu Inc. and related entities filed Chapter 15 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 14-70323) in Central
Islip, New York on Jan. 28, 2014, to seek recognition of
reorganization proceedings in the United Kingdom.

Christian Henry Wells, the foreign representative, is represented
by James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., Adam C.
Paul, Esq., Jeffrey D. Pawlitz, Esq., at Kirkland & Ellis LLP.

hibu estimated at least US$1 billion in assets and liabilities in
its Chapter 15 petition.

U.S. Bankruptcy Judge Robert E. Grossman oversees the U.S. case.


IBAHN CORP: Has $13MM Deal for Assets, Auction Set for March 7
--------------------------------------------------------------
iBahn Corporation, et al., entered into an asset purchase
agreement with Guest-Tek International Ltd. for the sale of
substantially all of their assets for $13 million plus the
assumption of certain liabilities, subject to higher and better
bids.

Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware has approved the procedures governing the sale of the
assets and has scheduled an auction for March 7, at 9:00 a.m.
(Eastern Time), at the offices of Pachulski Stang Ziehl & Jones
LLP, in Wilmington, Delaware.

To be a potential bidder, a person must deliver the potential bid
documents to the Debtors' financial advisor and counsel by March
4, 2014, at 5:00 p.m. (Pacific Time).  The auction will take place
if, as of the Bid Deadline, the Debtors have received one or more
Qualified Bids.

If the asset purchase agreement with Guest-Tek is terminated
because the Debtors consummate the sale a prevailing bidder that
is not Guest-Tek and Guest-Tek, as the stalking horse, is not in
default under the APA, the Debtors will be required, from the
proceeds of the sale to the Prevailing Bidder, at closing, to pay
to the Stalking Horse the break-up fee in the amount of $390,000
and an expense reimbursement of up to $110,000 upon submission of
invoices, for a total of up to $500,000.

Objections, if any, to the sale must be filed so as to be received
by March 3.  The sale hearing will be held before the Court on
March 11, at 10:00 a.m. (Eastern Time).

         Nomadix Says it was Frozen Out of Sale Process

Nomadix, Inc., filed a limited objection, complaining that the
Debtors must conduct the sale in a manner that is fair and
reasonable and designed to maximize the value of the asset being
auctioned, which includes providing potentially interested bidders
access to due diligence materials.  Nomadix said access has been
denied to it and as a result, the recovery for the estates and
their creditors may suffer.  Nomadix added that it has offered to
execute a confidentiality agreement but, in response, the Debtors'
financial advisors sent the company a letter setting forth vague
conditions on which they would even consider granting the company
and its corporate parent, DOCOMO interTouch Pte. Ltd.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that unlike other potential buyers, who were required
only to sign a confidentiality agreement, Nomadix said, it's being
forced to show corporate authority from NTT along with financial
capacity to carry out an acquisition.

A hearing is set for Feb. 18, when Nomadix will ask the bankruptcy
judge to grant access to the information.

Counsel to the Debtors is Laura Davis Jones, Esq., and James
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.

Counsel to Guest-Tek is Ryan Udell, Esq. --
udellr@whiteandwilliams.com -- and Thomas Pinney, Esq. --
pinneyt@whiteandwilliams.com -- at White and Williams LLP, in
Philadelphia, Pennsylvania.

Nomadix is represented by Richard S. Cobb, Esq. -- cobb@lrclaw.com
-- J. Landon Ellis, Esq. -- ellis@lrclaw.com -- and Joseph D.
Wright, Esq. -- wright@lrclaw.com -- at Landis Rath & Cobb LLP, in
Wilmington, Delaware; and John W. Holcomb, Esq. --
john.holcomb@knobbe.com -- and Alan G. Laquer, Esq. --
alan.laquer@knobbe.com -- at Knobbe, Martens, Olson & Bear, LLP,
in Irvine, California.

                          About iBahn Corp.

Salt Lake City, Utah-based IBahn Corp., a provider of Internet
services to hotels, sought bankruptcy protection (Bankr. D. Del.
Case No. 13-12285), citing a loss of contracts with largest
customer Marriott International Inc. and patent litigation costs.
IBahn Chief Financial Officer Ryan Jonson said the company had
assets of $13.6 million and it listed liabilities of as much as
$50 million in the Chapter 11 filing on Sept. 6, 2013.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Laura Davis Jones, Esq., Davis M. Bertenthal, Esq., James E.
O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang,
Ziehl Young & Jones, LLP, serve as the Debtors' counsel.  The
Debtors' claims and noticing agent is Epiq Bankruptcy Solutions.
Epiq also serves as administrative agent.  Houlihan Lokey Capital,
Inc., serves as financial advisor and investment banker.


IDERA PHARMACEUTICALS: Englander Stake Cut to 4.4% as of Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Israel A. Englander and his affiliates
disclosed that as of Dec. 31, 2013, they beneficially owned
3,207,605 shares of common stock of Idera Pharmaceuticals, Inc.,
representing 4.4 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/1bWgmG

                    About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

In the auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston,
Mass., expressed substantial doubt about Idera's ability to
continue as a going concern, citing recurring losses and negative
cash flows from operations and the necessity to raise additional
capital or alternative means of financial support, or both, prior
to Dec. 31, 2013, in order to continue to fund its operations.

The Company reported a net loss of $19.2 million on $51,000 of
revenue in 2012, compared with a net loss of $23.8 million on
$53,000 of revenue in 2011.  Revenue in 2012 and 2011 consisted of
reimbursement by licensees of costs associated with patent
maintenance.

The Company's balance sheet at Sept. 30, 2013, showed $39.57
million in total assets, $2.46 million in total liabilities, and
stockholders' equity of $37.11 million.


INTERFAITH MEDICAL: Proposes Temporary Operator for Hospital
------------------------------------------------------------
Interfaith Medical Center, Inc., asks the U.S. Bankruptcy Court
for the Eastern District of New York to approve a term sheet it
entered into with the Dormitory Authority of the State of New York
and vacate the automatic stay to the extent necessary to permit
the appointment of a temporary operator.

The Term Sheet is a settlement agreement between IMC and DASNY
that: (a) would (i) provide IMC with substantial funding that
should ensure IMC's administrative solvency, and also hopefully
lead to distributions to IMC's prepetition unsecured creditors
plus (ii) facilitate the continued operation of IMC's hospital and
clinic operations; while (b) enabling DASNY's concerns about IMC's
operations to be addressed by having DOH determine the identity of
the post-March 14, 2014 senior manager of IMC's Hospital and
Clinics.

The Temporary Operator and any professionals it retains would be
subject to the Court's approval and oversight.  The Temporary
Operator would be managing those assets that would be retained or
conveyed by the DIP Lender.  The DIP Lender and the New York State
Department of Health would be responsible for funding the use of
the DIP Collateral that is being managed by the Temporary
Operator; and the funding would be subject to review by the Court
and interested parties.

The motion and the term sheet are supported by the Official
Committee of Unsecured Creditors.

                 U.S. Trustee, et al., Object

William K. Harrington, U.S. Trustee for Region 2, objects to the
proposed motion complaining "In an attempt to mollify the serious
concerns of its regulatory agency and its secured lender regarding
the Debtor's current management, while still allowing the Debtor
and its professionals to retain some level of control, the Debtor
has crafted a complex, unworkable and impractical structure
involving an unprecedented pre-confirmation bifurcation of its
estate into a business division controlled by a temporary operator
appointed by the DOH and a non-operating division controlled by
the Debtor's current Board of Trustees and management. This
proposed estate bifurcation, with its commensurate appointment of
a Temporary Operator, is not authorized by the Bankruptcy Code."
The proposed appointment of a Temporary Operator and bifurcation
of the estate leaves the Debtor without a true fiduciary with
duties owing to creditors and to the estate.  Rather, the Debtor
proposes to appoint an individual whose fiduciary obligation under
state law is to the DOH, not to creditors and to the estate.  For
the reasons stated, the U.S. Trustee asks the Court to deny the
motion.

The United States, on behalf of the Secretary of Health and Human
Services, objects to the motion and the term sheet, asserting that
in instances in which a facility participating in the Medicare
program undergoes a change of ownership, Medicare regulations
provide that an existing provider agreement is automatically
assigned to a successor, subject to all the applicable statutes,
regulations, and terms and conditions under which it was
originally issued.  The HHS further asserts that if the proposed
Temporary Operator chooses to reject assignment of IMC's Medicare
Provider Agreement and does not accept successor liability, the
Temporary Operator will not be able to participate in the Medicare
program.  Rejection of assignment is considered to be a voluntary
termination of the existing Medicare provider agreement and there
will be no Medicare payments for services under the rejected
provider agreement furnished on or after the acquisition date, the
HHS adds.

The 1199SEIU United Healthcare Workers East and the New York State
Nurses Association tell the Court that they support the motion to
the extent that it provides continued funding for the operations
of the Hospital and it changes the management.  The Unions,
however, take no position and reserve their rights in the fact
that the community is still excluded from the process in
determining the future course of action for Interfaith.

The Committee of Interns and Residents/Service Employees
International Union supports the efforts of the Debtor to preserve
IMC as an operating hospital, and is pleased to see the effort to
do so as demonstrated by the Term Sheet.  The CIR also recognizes
that the Term Sheet is simply the beginning of the process of the
formulation, negotiation and confirmation of a Plan of
Reorganization by the Debtor and the other Interested Parties.  To
the extent any issue may arise at or after the hearing on the
Motion, or not be addressed to CIR's satisfaction, CIR reserves
the right to raise those matters with the Court.

             Parties Ordered to Further Mediation

Bankruptcy Judge Carla E. Craig modified her mediation order to
add the U.S. Trustee as a party for the purpose of mediating
issues relating to the U.S. Trustee's objection to the motion and
the term sheet.

A hearing on the motion is set for March 10, 2014 at 10:00 AM.

The Debtor is represented by Alan J. Lipkin, Esq., Shaunna D.
Jones, Esq., and Anna C. Burns, Esq., at WILLKIE FARR & GALLAGHER
LLP, in New York.

The Creditors' Committee is represented by Martin G. Bunin, Esq.,
and Craig E. Freeman, Esq., at Alston & Bird LLP, in New York.

The U.S. Trustee is represented by William E. Curtin, Esq., Trial
Attorney, in New York.

HSS through Loretta E. Lynch, United States Attorney, is
represented by Kathleen A. Mahoney -- kathleen.mahoney@usdoj.gov -
- Assistant U.S. Attorney.

The 1199 is represented by:

         Suzanne Hepner, Esq.
         Ryan J. Barbur, Esq.
         LEVY RATNER, P.C.
         80 Eighth Avenue, 8th Floor
         New York, NY 10011-5126
         Tel: 212-627-8100
         Fax: 212-627-8182

The NYSNA is represented by:

         Avrum J. Rosen, Esq.
         THE LAW OFFICES OF AVRUM J. ROSEN, PLLC
         38 New Street
         Huntington, New York 11743
         Tel: (631) 423-8527
         Fax: (631) 423-4536

The CIR is represented by:

         Michael D. Brofman, Esq.
         Akshara Kannan, Esq.
         WEISS, ZARETT, BROFMAN & SONNENKLAR, P.C.
         3333 New Hyde Park Road, Suite 211
         New Hyde Park, New York 11042
         Tel: (516) 627-7000
         Fax: (516) 877-1172

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTERFAITH MEDICAL: DoJ Watchdog Wants Ch. 11 Trustee Appointed
---------------------------------------------------------------
William K. Harrington, U.S. Trustee for Region 2, asks the U.S.
Bankruptcy Court for the Eastern District of New York to appoint a
Chapter 11 trustee in the bankruptcy case of Interfaith Medical
Center, Inc., under Section 1104(a) of the Bankruptcy Code.

The U.S. Trustee's request will be subject to mediation among the
Debtors, the Official Committee of Unsecured Creditors, Dormitory
Authority of the State of New York, New York State Department of
Health, 1199SEIU United Healthcare Workers East, Ad Hoc Group of
Doctors, IM Foundation, New York State Nurses Association, and the
U.S. Trustee before Judge Elizabeth S. Strong.

The U.S. Trustee is represented by Alicia M. Leonhard --
Alicia.M.Leonhard@usdoj.gov -- Assistant United States Trustee -
Office of the U. S. Trustee-Brooklyn, in New York.

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


J.C. PENNEY: To Replace Finance Chief with Stage Stores Executive
-----------------------------------------------------------------
Everdeen Mason, writing for The Wall Street Journal, reported that
J.C. Penney Co. said Ken Hannah will depart as its chief financial
officer, a move that comes as the struggling department-store
retailer looks to turn around its business.

According to the report, Penney named former Stage Stores Inc.
executive Edward Record as his replacement, effective March 24.

Earlier this month, the company reported it failed to meaningfully
improve sales in the fourth quarter, renewing fears and sending
its stock sinking, the Journal related.  The results raised
questions about whether the company would be able to climb out of
the hole caused by a failed overhaul under former Chief Executive
Ron Johnson.

Mr. Hannah was brought on as finance chief in May 2012, during Mr.
Johnson's tenure, the report further related.  When Mr. Johnson
was ousted last year, a number of executives were thought to
follow, though Mr. Hannah was considered more likely to stay.

However, the company has struggled to stem its sales decline and
has taken to periodically releasing its sales figures and
liquidity position, looking to reassure its investor base, the
report said.

                         About J.C. Penney

J.C. Penney Company, Inc. is one of the U.S.'s largest department
store operators with about 1,100 locations in the United States
and Puerto Rico.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2013,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'CCC'
from 'B-'.


J.C. PENNEY: Bank Debt Trades at 4% Off
---------------------------------------
Participations in a syndicated loan under which JC Penney is a
borrower traded in the secondary market at 96.41 cents-on-the-
dollar during the week ended Friday, February 14, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.28
percentage points from the previous week, The Journal relates.
JC Penney pays 500 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 29, 2018 and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                         About J.C. Penney

J.C. Penney Company, Inc. is one of the U.S.'s largest department
store operators with about 1,100 locations in the United States
and Puerto Rico.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2013,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'CCC'
from 'B-'.


J.M. HUBER: S&P Raises Corp. Credit Rating to BB+; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on J.M. Huber Corp. to 'BB+' from 'BB'.  The outlook is
stable.

At the same time, S&P raised its senior unsecured debt rating on
the company's $225 million of senior unsecured notes due 2019 to
'BB+' from 'BB'.  The recovery rating on this debt remains
unchanged at '3', indicating S&P's expectation of meaningful (50%
to 70%) recovery in the event of a payment default.

"The rating upgrade reflects stronger earnings and cash flow from
strengthening U.S. housing markets and the company's continued
prudent financial policies," said Standard & Poor's credit analyst
Henry Fukuchi.  As a result, S&P is revising its assessment of
Huber's financial risk profile to "intermediate" from
"significant".  Correspondingly, S&P expects the company's ratio
of funds from operations (FFO) to adjusted debt to be about 40%
over the next year.  S&P's adjusted Huber's debt by $211 million
to include capitalized operating leases and underfunded
postretirement obligations.  S&P continues to regard the company's
business risk profile as "fair".

The stable outlook on Huber reflects S&P's expectation for
continued earnings stability at CP Kelco and HEM, as well as
further strengthening of U.S. residential construction markets
during the next year, which should result in improved earnings at
HEW.  S&P expects Huber to balance its growth initiatives with
prudent leverage and maintain an "intermediate" financial risk
profile.  At the current ratings, S&P expects Huber to maintain
FFO to total adjusted debt between 35% and 40% in the next few
years, although S&P expects it to be slightly higher in 2014.

In view of Huber's current business mix, S&P would consider an
upgrade if the company's FFO to adjusted debt ratio exceeded 45%
on a sustainable basis, and S&P would need to believe that future
business conditions and financial policies would continue to
support this higher ratio.  This could occur if 2014 revenues
increase around 5% to 6% as expected and the EBITDA margins
increase more than 200 basis points from current expectations in
2014.

S&P would lower the ratings if Huber's FFO to adjusted debt ratio
dropped below 30% with no immediate prospects for recovery.  S&P
believes this could occur if 2014 revenue declines by more than
10% from expectations and EBITDA margins decrease to the midteens
percentage area.


KAHN FAMILY: Opposes Wells Fargo Bid to Prohibit Use of Collateral
------------------------------------------------------------------
Kahn Family, LLC, asked U.S. Bankruptcy Judge Helen Burris to deny
the request of Wells Fargo Bank, N.A., to prohibit the company
from using cash collateral.

Kahn Family said it has already provided Wells Fargo with an
accounting, and that the company will seek the bank's consent once
it uses the cash collateral.

Wells Fargo wants the company barred from using the cash
collateral, saying it has not met its burden to show the bank is
adequately protected.  Wells Fargo is the holder of six loans to
Kahn-related entities, which are generated by Mr. Kahn and secured
by various collateral pledged by non-debtor and debtor entities.
Collectively, the loans have a balance due of $61,802,838 as of
Jan. 3, 2014.

                         About Kahn Family

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  R. Geoffrey Levy, Esq.,
at Levy Law Firm, LLC, serves as the Debtors' counsel.  David G.
Wolff, Esq., at Barnes, Alford, Stork & Johnson, LLP, is the
Debtor's special counsel.  Bill Quattlebaum, CPA of Elliott Davis,
LLC, serves as its accountant.

The Debtor's Plan of Reorganization dated Dec. 20, 2013, provides
that payments and distributions under the Plan will be funded by
(1) the sale of certain of the Debtor's real property at fair
market value; (2) the transfer of certain real property of the
Debtor to Gibraltar BB4, LLC; (3) conversion of certain unsecured
claims against the Debtor to equity in the Reorganized Debtor; (4)
cash on hand on the Effective Date; and (5) cash flow from
continuing operations.

Hearing on the Disclosure Statement is scheduled for Feb. 28,
2014, at 10:00 a.m. before Judge Helen E. Burris.  Parties-in-
interest have until Feb. 21 to file formal written objections, if
any, to the Disclosure Statement.


LAKELAND INDUSTRIES: Dimensional Stake at 7.7% as of Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that
as of Dec. 31, 2013, it beneficially owned 412,495 shares of
common stock of Lakeland Industries Inc. representing 7.7 percent
of the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/g8Fvoa

                      About Lakeland Industries

Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and
sells a comprehensive line of safety garments and accessories for
the industrial protective clothing market.

The Company reported a net loss of $26.3 million on $95.1 million
of net sales for the year ended Jan. 31, 2013, compared with a net
loss of $376,825 on $96.3 million of sales for the year ended
Jan. 31, 2012.

The Company's balance sheet at Oct. 31, 2013, showed
$87.33 million in total assets, $38.56 million in total
liabilities and $48.77 million in total stockholders' equity.

In their report on the consolidated financial statements for the
year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham,
Alabama, expressed substantial doubt about Lakeland Industries'
ability to continue as a going concern.  The independent auditors
noted that Company is in default on certain covenants of its loan
agreements at Jan. 31, 2013.  "The lenders have not waived these
events of default and may demand repayment at any time.
Management is currently trying to secure replacement financing but
does not have new financing available at the date of this report."


LANDESK GROUP: Moody's Rates Proposed 2nd Lien Debt 'Caa1'
----------------------------------------------------------
Moody's Investors Service revised LANDesk Group Inc.'s ratings
outlook to negative from stable, affirmed the B2 corporate rating,
revised the probability of default to B2-PD from B3-PD and revised
the rating on Landslide Holdings Inc.'s first lien secured debt to
B1 from B2 and assigned a Caa1 to the Landslide's proposed second
lien debt. The change in outlook is driven by the large proposed
dividend and the increase in debt being used to finance the
distribution to the private equity owners Thoma Bravo.

Ratings Rationale

The $200 million proposed distribution is the second owner's
distribution in the last [six] months. The owners will have take
out nearly 3x their initial investment after this distribution. As
a result, leverage pro forma for the transaction will exceed 6x
based on preliminary 2013 results excluding certain transaction
and integration related expenses. Including the expenses, leverage
is approximately 7x. With a modest amount of growth however the
company should be able reduce leverage to below 6x over the next
18 months if they do not incur additional transaction related
expenses. LANDesk is expected to continue its moderate organic
growth rates and benefit from the integration of the Wavelink and
Shavlik acquisitions. The company is acquisitive however and debt
financed acquisitions would likely delay de-leveraging and lead to
a downgrade. To the extent proceeds from the proposed dividend
transaction are re-invested to fund acquisitions and related
expenses, leverage may not be impacted and could potentially
improve if they acquire profitable assets.

The ratings outlook is negative reflecting the limited flexibility
the company has in the rating category given their very high
leverage, aggressive financial policies and acquisition appetite.
The ratings could be downgraded If performance deteriorates or if
leverage is not on track to get below 6x over the near term.
Ratings could be upgraded if leverage is sustained below 4x. Given
the aggressive financial policies of the owners an upgrade is
unlikely in the near to medium term.

Liquidity is adequate based on an expected $10 million of cash at
closing, expected free cash flow of approximately $25 million over
the next year and an undrawn $20 million revolver. The debt
instrument ratings are based on their relative position in the
capital structure.

Affirmations:

Issuer: LANDesk Group, Inc.

Corporate Family Rating, Affirmed B2

Upgrades:

Issuer: LANDesk Group, Inc.

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

Issuer: Landslide Holdings, Inc.

First Lien Senior Secured Bank Credit Facility Aug 9, 2020,
revised to B1 from B2, LGD3, 37 % from a range of LGD3, 35 %

First Lien Senior Secured Revolving Bank Credit Facility Aug 9,
2018, revised to B1 from B2, LGD3, 37 % from a range of LGD3,
35%

Assignments:

Issuer: Landslide Holdings, Inc.

Second Lien Senior Secured Bank Credit Facility, Assigned Caa1,
LGD6, 90 %

Outlook Actions:

Issuer: LANDesk Group, Inc.

Outlook, Changed To Negative From Stable

Issuer: Landslide Holdings, Inc.

Outlook, Changed To Negative From Stable

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

LANDesk Software, headquartered in South Jordan, UT, is a provider
of IT management tools and end point security solutions.


LANDSLIDE HOLDINGS: S&P Cuts Rating on $20MM Revolver Debt to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
to 'B' from 'B+' on South Jordan, Utah-based Landslide Holdings
Inc.'s (doing business as LANDesk Software) $20 million revolving
credit facility due 2018, and S&P's recovery rating on the
facility to '3' from '2', following the company's proposed
dividend recapitalization.  The corporate credit rating is
unchanged at 'B'.  The outlook is stable.

In addition, S&P assigned its 'B' issue-level rating with a
recovery rating of '3' to the company's proposed $378 million
senior secured first-lien term loan due 2020.  The '3' recovery
rating indicates S&P's expectation for meaningful recovery (50% to
70%) in the event of payment default.  S&P will withdraw its
ratings on the company's current first-lien term loan following
the close of the transaction.

At the same time, S&P assigned its 'CCC+' issue-level rating to
LANDesk's proposed $130 million senior secured second-lien term
loan due 2021, with a recovery rating of '6', indicating its
expectation for negligible recovery (0% to 10%) in the event of
payment default.

"The rating action reflects our view of the company's 'highly
leveraged' financial risk profile, with leverage in the low 6x
area at Dec. 31, 2013, pro forma for the proposed transaction, up
from the low 4x area at Sept. 30, 2013," said Standard & Poor's
credit analyst Christian Frank.

The ratings also reflect S&P's view of LANDesk's "weak" business
risk profile with a narrow market focus on end-point management
software targeted at small-to-midsize businesses, competition from
much larger market participants, and customer churn that is higher
than software peers'.  Partly offsetting the above factors, in
S&P's view, are the company's good recurring revenue base
representing more than 60% of total revenue and strong channel
partner relationships, which have allowed it to increase revenue
and improve profitability in 2013.

The stable outlook reflects S&P's anticipation that LANDesk's
meaningful base of recurring revenue and good bookings growth are
likely to result in stable operating performance during the next
12 months.  S&P could lower the rating if increased competition,
integration challenges, the loss of a key channel partner, or
debt-financed acquisitions or shareholder returns result in
leverage above the low 7x area on a sustained basis.  S&P is
unlikely to raise the rating during the next year based on its
view that the company's private equity ownership structure likely
precludes sustained deleveraging.

RATINGS LIST

Landslide Holdings Inc.
Corporate credit rating              B/Stable/--

Downgraded
                                      To          From
Landslide Holdings Inc.
$20 mil revolv cred fac              B           B+
  Recovery rating                     3           2

New Rating

Landslide Holdings Inc.
$378 mil sr secd 1st lien term ln    B
  Recovery rating                     3
$130 mil sr secd 2nd lien term ln    CCC+
  Recovery rating                     6


LEVEL 3: Southeastern Asset Stake at 21.7% as of Dec. 31
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Southeastern Asset Management, Inc., and its
affiliates disclosed that as of Dec. 31, 2013, they beneficially
owned 48,481,997 shares of common stock of Level 3 Communications,
Inc., representing 21.7 percent based on 223,605,574 shares of
Common Stock outstanding.  The reporting persons previously held
beneficial ownership of 47,121,339 common shares as of Feb. 14,
2013.  A copy of the regulatory filing is available for free at:

                        http://is.gd/cUBrEM

                     About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $123 million on $4.71 billion of revenue as compared
with a net loss of $366 million on $4.76 million of revenue for
the same period a year ago.  The Company's balance sheet at
Sept. 30, 2013, showed $12.85 billion in total assets, $11.70
billion in total liabilities and $1.14 billion in total
stockholders' equity.

                           *     *     *

In October 2013, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LIQUIDMETAL TECHNOLOGIES: Director Quits for Personal Reasons
-------------------------------------------------------------
Mark Hansen resigned as a director of the Board of Directors of
Liquidmetal Technologies, Inc., On Feb. 5, 2014, due to personal
reasons.

Mr. Hansen's resignation was not the result of any disagreement
with the Company, known to an executive officer of the Company, on
any matter relating to the Company's operations, policies, or
practices.

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal incurred a net loss of $14.02 in 2012, as compared
with net income of $6.15 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $5.08
million in total assets, $6.28 million in total liabilities and a
$1.19 million total shareholders' deficit.


SingerLewak LLP, in Los Angeles, 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 suffered recurring losses from operations and
has an accumulated deficit, which raises substantial doubt about
the Company's ability to continue as a going concern.


LONGVIEW POWER: Settles with Foster Wheeler
-------------------------------------------
Longview Power, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to approve a settlement with Foster Wheeler
North America Corp., resolving many years of dispute between the
two parties.  The settlement provides that Foster Wheeler will
timely vote to accept the Debtors' Plan of Reorganization.

The salient terms of the Settlement are as follows:

   (a) Rehabilitation Work. Foster Wheeler will perform
       rehabilitation work with respect to a coal-fire boiler
       under the supervision and to the satisfaction of Longview.
       Foster Wheeler will not receive any payment or compensation
       from Longview for the completion of the Rehabilitation
       Work, unless a Termination occurs, or if Foster Wheeler's
       performance is materially delayed by Longview.  Any
       Rehabilitation Work performed by Foster Wheeler before the
       effective date of the Plan of Reorganization will have (a)
       an Allowed Administrative Expense priority under Section
       503(b) of the Bankruptcy Code -- which claim will be junior
       to Longview's DIP financing -- and (b) all protections
       provided for Sections 364(b) and (e) of the Bankruptcy
       Code.

   (b) Guaranty of Rehabilitation Work. As security for the
       completion of the Rehabilitation Work, Foster Wheeler will
       provide Longview a guaranty, which will remain in full
       force and effect until the expiration of the warranty
       period.

   (c) Letters of Credit. Foster Wheeler agrees to keep certain
       letters of credit in full force and effect until the timely
       completion of the 2015 Outage and the successful completion
       of the Performance Testing and submission of the results
       thereof to Longview.

   (d) Assignment of Claims. Longview will assign to Foster
       Wheeler, the following claims arising under Longview's
       contracts with Kvaerner North America Construction, Inc.,
       and Siemens Power Generation, Inc: (i) the price to perform
       the Rehabilitation Work that is the responsibility of
       Siemens and/or Kvaerner, and (ii) the claims Longview is
       entitled to assert against Siemens and/or Kvaerner arising
       from the claims Foster Wheeler has asserted against
       Longview arising from the Boiler Agreement, to the extent
       that Foster Wheeler is not entitled to directly assert
       those claims against Kvaerner and/or Siemens without the
       assignment.

   (e) Mutual Release. Longview and Foster Wheeler will release
       each other from all actions, claims, proceedings,
       counter-claims, third-party claims, liabilities, damages,
       demands, defenses, costs, expenses, and fees that have
       arisen or might arise out of, or relate in any way to, the
       Boiler Agreement and Foster Wheeler's performance on the
       Project.

   (f) Release of Mechanics' Liens. Foster Wheeler must release
       and discharge any and all of its mechanics' liens against
       the Project and the property of Longview's estates and
       leasehold interests.

The Debtors and Foster Wheeler also ask the Court to file the
agreement under seal due to highly confidential and sensitive,
commercial and technical proprietary terms and information
relating to the specifications of the power facility, design and
manufacturing details of the boiler, and the remedial actions that
Foster Wheeler has agreed to take to resolve problems at the power
facility, the disclosure of which would provide the competitors of
Foster Wheeler with a commercial advantage over it and would be
detrimental to Foster Wheeler's ability to successfully compete in
the industry.  The Agreement, however, will be made available to
the Court, the Office of the U.S. Trustee, the Contractors,
Citicorp North America Inc. as administrative agent under the
Longview prepetition credit agreement, and the Backstoppers.

A hearing on the motion is scheduled for March 4, 2014, at 9:30
a.m.  Objections are due Feb. 25.

The Debtors are represented by Daniel J. DeFranceschi, Esq., Paul
N. Heath, Esq., Zachary I. Shapiro, Esq., and Marisa A. Terranova,
Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware,
as local Delaware counsel; and Philip R. White, Esq., D.
Farrington Yates, Esq., Scott E. Koerner, Esq., and David A.
Pisciotta, Esq., at DENTONS US LLP, in New York, as special
litigation counsel.

Foster Wheeler is represented by William P. Bowden, Esq., and
Karen B. Skomorucha Owens, Esq., at ASHBY & GEDDES, P.A., in
Wilmington, Delaware; Lawrence A. Larose, Esq., Samuel S. Kohn,
Esq., and Robert J. Gayda, Esq., at CHADBOURNE & PARKE LLP, in New
York; and Ira Genberg, Esq., and Jason D. McLarry, Esq., at
TROUTMAN SANDERS LLP, in Atlanta, Georgia.

                     About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


LPATH INC: Ailsa Craig Trust Feb. 12 Filing Discloses 5.2% Stake
----------------------------------------------------------------
Ailsa Craig Trust and Michael Svensson, as Trustee of the Ailsa
Craig Trust disclosed in a Schedule 13G filed with the U.S.
Securities and Exchange Commission that as of Oct. 9, 2013, they
beneficially owned 698,572 shares of common stock of Lpath, Inc.,
representing 5.22 percent of the shares outstanding.  A copy of
the regulatory filing is available for free at http://is.gd/bSrrTi

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

Lpath disclosed a net loss of $2.75 million in 2012, a net loss of
$3.11 million in 2011 and a net loss of  $4.60 million in 2010.

The Company's balance sheet at Sept. 30, 2013, the Company had
$17.96 million in total assets, $7.61 million in total assets,
$10.35 million in total stockholders' equity.


MACROSOLVE INC: David Humphrey Replaces David Lawson as Director
----------------------------------------------------------------
David Lawson resigned for personal reasons, effective Feb. 6,
2014, as a director of MacroSolve, Inc.  In submitting his
resignation, Mr. Lawson did not express any disagreement with the
Company on any matter relating to the Company's operations,
policies or practices.

Effective Feb. 6, 2014, the Company appointed David Humphrey to
the Board of Directors of the Company.

David Humphrey was a director of the Company between 2004 and
2012.  Mr. Humphrey has been the president and chief executive
officer of ADDvantage Technologies Group, Inc., a NASDAQ-listed
supplier to the cable television industry throughout North America
and Latin America since April 2012 and a director since April
2013.  Between 2010 and 2011, Mr. Humphrey was the CEO of TokenEx,
an early stage company focused on tokenization as a service for
the payment card industry.  From 2004 to 2010, Mr. Humphrey was
chief operating officer of Oklahoma Equity Partners, a venture
capital fund.  Oklahoma Equity Partners focused exclusively on
Oklahoma venture opportunities and Mr. Humphrey was responsible
for all investment operations.  Prior to joining Oklahoma Equity
Partners, Mr. Humphrey served from 1997 to 2004 as a principal of
Davis, Tuttle Venture Partners, one of Oklahoma's largest and
oldest venture capital firms.  From 1995 to 1997, Mr. Humphrey was
a senior business development coordinator at Texaco Natural Gas
Liquids.  During his two-year stay with Texaco, he led ten major
acquisition and expansion projects.  Prior to joining Texaco in
1996, Mr. Humphrey spent thirteen years with Koch Industries, Inc.
serving in a variety of management and business development
initiatives.  Mr. Humphrey earned his Bachelor of Science in
Chemical Engineering from the University of Wisconsin and his
Master of Business Administration from Texas A&M University.

There is no understanding or arrangement between Mr. Humphrey and
any other person pursuant to which Mr. Humphrey was selected as a
director.  Mr. Humphrey does not have any family relationship with
any director, executive officer or person nominated or chosen by
the Company to become a director or executive officer.

                      About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

The Company's balance sheet at Sept. 30, 2013, showed $1.49
million in total assets, $1.01 million in total liabilities and
$476,842 in total stockholders' equity.

Macrosolve, Inc., incurred a net loss of $1.77 million in 2012,
a net loss of $2.53 million in 2011 and a net loss of
$1.92 million in 2010.


MARTIFER SOLAR: Incomplete Filings Due Feb. 20
----------------------------------------------
The deadline for Martifer Solar USA, Inc. to file its schedules of
assets and liabilities is Feb. 20, 2014.

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, 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.


MARTIFER SOLAR: Claims Bar Date Set for May 28
----------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 cases of Martifer Solar USA
Inc. and Martifer Aurora Solar LLC on Feb. 27, 2014, at 1:00 p.m.
The meeting will be held at 341s - Foley Bldg, Rm 1500 in Las
Vegas, Nevada.

Creditors, except governmental units, have 90 days after the date
first set for the meeting of creditors -- May 28, 2014 -- as the
deadline for filing proofs of claim.

Governmental units have 180 days after the date of the order for
relief -- July 20, 2014 -- as the deadline for filing proofs of
claim.

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, 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.


MBIA INSURANCE: Moody's Reviews 'B3' IFS Rating for Upgrade
-----------------------------------------------------------
Moody's Investors Service has placed the B3 insurance financial
strength (IFS) rating of MBIA Insurance Corporation (MBIA Corp.)
on review for upgrade following MBIA's announcement of its
commutation of $3 billion of commercial mortgage backed securities
pools. As part of the same rating action, Moody's placed the
ratings of MBIA Mexico S.A de C.V. (MBIA Mexico -- B3 IFS), MBIA
UK Insurance Limited (MBIA UK -- B1 IFS), and MBIA Inc. (Ba3,
senior debt) on review for upgrade. The Baa1 IFS rating of
National Public Finance Guarantee Corporation (National) was
affirmed with a positive outlook. The rating action also has
implications for the various transactions wrapped by the MBIA
group as discussed later in this press release.

Summary Rationale

Moody's stated that the rating actions reflect the positive effect
that MBIA's recent settlement of CMBS exposures has had on the
credit profile of MBIA Insurance Corporation (MBIA Corp.) and its
linked affiliates. Specifically, the settlement, while in excess
of third quarter 2013 loss reserves, has substantially reduced
MBIA Corp.'s exposure to impaired CMBS and to the associated
potential losses in adverse scenarios. The effect of the
settlement will be reflected in YE 2013 statutory financials.
Following the settlement of approximately $3 billion of CMBS
exposures, MBIA Corp. retains only $760 million of exposure to
CMBS with reference obligations originally rated Baa, of which,
according to the insurer, approximately $391 million has some
associated statutory loss reserves. This settlement follows a
number of material settlements in 2013 that substantially reduced
the volatility of insured losses and improved the liquidity of
MBIA Corp. and terminated the main litigations challenging the
group's 2009 restructuring.

Ratings Rationale - MBIA Insurance Corporation

The B3 IFS rating, review for possible upgrade, of MBIA Corp.
reflects the firm's improved capital adequacy profile following
the settlement of CMBS exposures. As part of its review Moody's
will assess the insurer's post settlement capital adequacy and
liquidity profile. MBIA Corp.'s preferred stock (C rated) and
surplus notes (Ca rated) are not reviewed for upgrade, but have a
positive outlook, reflecting Moody's view of the meaningful
expected losses for these securities despite improvements at MBIA
Corp.

The B3 IFS rating, review for possible upgrade, of MBIA Mexico,
S.A. de C.V. (MBIA Mexico) reflects the formal and informal
support from MBIA Corp., in the context of the insurer's limited
size and standalone financial profile. Its rating is expected to
remain closely linked to that of its parent.

Ratings Rationale -- MBIA UK

The B1 IFS rating, review for possible upgrade, of MBIA UK
reflects its meaningful stand-alone financial resources relative
to its insured risks, as well as its limited standalone business
profile and lower pressures stemming from its weaker parent, MBIA
Corp. following the recent CMBS settlement. MBIA Corp.'s support
of MBIA UK, in the form of excess of loss reinsurance and net
worth maintenance agreements, is subordinated to insured claims
and thus of limited value, in Moody's opinion, due to MBIA Corp.'s
weaker credit profile.

Ratings Rationale -- MBIA Inc.

The Ba3 senior unsecured debt rating, review for possible upgrade,
of MBIA Inc. reflects the improving credit profile of its
subsidiaries and the resumption of dividend payments from
National. The firm's high debt burden and meaningful asset risks,
reflecting the deterioration of its wind-down operations, remain a
distinct weakness, however. MBIA Inc.'s senior debt rating is
currently five rating notches below the IFS rating of its lead
insurance subsidiary, National, rather than the more typical three
notches, reflecting weakness in its other subsidiaries.

Ratings Rationale -- National Public Finance Guarantee Corporation

According to Moody's, the Baa1 IFS rating of National, positive
outlook, reflects the insurer's strong overall capital profile and
ongoing de-risking through insured portfolio amortization. These
strengths are tempered by the fact that National is currently not
writing any material new business, operates in an industry that
has not recovered from the financial crisis and, like its peers,
the company faces significant headwinds from declining
fundamentals in the sector, including a dramatic reduction in
insurance usage, moderate prospective profitability and still-
meaningful legacy risk.

The positive outlook of National also reflects the improving
capital and liquidity trends at MBIA Corp., which reduce the need
and likelihood of support by National of its weaker affiliate.
While the credit quality of National's insured portfolio is
generally good and is supported by substantial claims paying
resources, its business position is characterized by a lack of
participation in the market. Moody's are also cautious about some
of National's large single risks and the linkages between these
obligations.

What Could Change The Ratings Up Or Down

The ratings of MBIA Corp., MBIA UK, MBIA Mexico and MBIA Inc.
could be raised if MBIA Corp's financial profile, both capital
adequacy and liquidity, proved substantially stronger following
recent settlements, with low risk of insolvency or of lack of
liquidity over the coming years. According to Moody's, a rating
confirmation would reflect substantial remaining risks relative to
capital at MBIA Corp., lower than anticipated putback and other
mortgage-related recoveries, or weak liquidity relative to claims
and other obligations.

National's rating could be raised if the insurer were able to
establish a more solid market position, marked by underwriting of
high quality risks at attractive prices. Meaningful improvements
at MBIA Corp., would also be a positive rating driver for
National, as well as for MBIA Corp., as those improvements would
reduce the contingent risk of a call on National's resources. In
addition, reduced single risk concentration, as well as improved
capital and financial flexibility could also improve National's
credit profile. National's rating could be lowered if the quality
of its large insured exposures meaningfully decreased or if
capital was withdrawn without an associated reduction of risk, or
if profitability reduced materially.

Rating List

The following ratings have placed on review for upgrade:

Issuer: MBIA Inc.

Senior Unsecured Regular Bond, at Ba3

Issuer: MBIA Insurance Corp.

Insurance Financial Strength, at B3

Issuer: MBIA UK Insurance Limited

Insurance Financial Strength, at B1

Issuer: MBIA Mexico S.A de C.V.

Insurance Financial Strength, at B3 and B1.mx

The following ratings have been affirmed, with a positive outlook:

Issuer: National Public Finance Guarantee Corp.

Insurance Financial Strength, Affirmed Baa1

Issuer: MBIA Insurance Corp.

Subordinate Surplus Notes, at Ca (hyb)

Pref. Stock Preferred Stock, at C (hyb)

Non-cumulative Preferred Stock, at C (hyb)

Treatment of Wrapped Transactions

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of the following: a) the rating of the guarantor (if
rated at the investment grade level); or b) the published
underlying rating (and for structured securities, the published or
unpublished underlying rating). Moody's approach to rating wrapped
transactions is outlined in Moody's methodology "Rating
Transactions Based on the Credit Substitution Approach: Letter of
Credit-backed, Insured and Guaranteed Debts" (March 2013).

As a result of the rating action, the Moody's-rated securities
that are guaranteed or "wrapped" by MBIA Corp., MBIA Mexico, and
MBIA UK are placed on review for upgrade, except those with higher
published underlying ratings (and for structured finance
securities, except those with higher published or unpublished
underlying ratings).

National Public Finance Guarantee Corp. and MBIA Insurance Corp.
are financial guaranty insurance companies based in New York
State. MBIA UK Insurance Limited and MBIA Mexico S.A de C.V. are
financial guaranty reinsurance companies based in UK and Mexico
respectively. They are wholly owned by MBIA Inc. [NYSE: MBI], the
ultimate holding company. As of September 30, 2013, MBIA Inc. had
consolidated gross par outstanding of approximately $375.3
billion, qualified statutory capital of $4.4 billion, and total
claims paying resources of $9.0 billion.

The principal methodology used in this rating was Moody's Rating
Methodology for the Financial Guaranty Insurance Industry
published in September 2006.


MCCLATCHY CO: Dimensional Has 6.1% of Class A Shares as of Dec. 31
------------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that
as of Dec. 31, 2013, it beneficially owned 3,743,891 shares of
Class A common stock of McClatchy Co. representing 6.08 percent of
the A shares outstanding.  Dimensional Fund previously reported
beneficial ownership of 3,821,715 Class A shares as of Dec. 31,
2012.  A copy of the regulatory is available for free at:

                        http://is.gd/XlnOqY

                    About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The McClatchy incurred a net loss of $144,000 in 2012, as compared
with net income of $54.38 million in 2011.  The Company's balance
sheet at Sept. 29, 2013, showed $2.60 billion in total assets,
$2.54 billion in total liabilities and $60.25 million in
stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MEDIA GENERAL: Peter Troob No Longer Owns Class A Shares
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Peter J. Troob and his affiliates disclosed
that as of Dec. 31, 2013, they did not beneficially own shares of
Class A common stock, par value $5.00, of Media General, Inc.  The
reporting persons previously disclosed beneficial ownership of
1,830,353 Class A shares as of Dec. 31, 2012.  A copy of the
regulatory filing is available for free at http://is.gd/Ac9W2r

                         About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

Media General, Inc., closed on its business combination with New

Young Broadcasting Holding Co., Inc., on Nov. 12, 2013.

The Company's balance sheet at Sept. 30, 2013, showed
$749.87 million in total assets, $967.06 million in total
liabilities, and a $217.18 million in total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Report on July 10, 2013,
Moody's Investors Service upgraded Media General, Inc.'s Corporate
Family Rating to B1 from Caa1 reflecting the marked improvement in
credit metrics pro forma for the pending stock merger with New
Young Broadcasting Holding Co., Inc.

In the July 12, 2013, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Richmond,
Va.-based local TV broadcaster Media General Inc. to 'B+' from
'B'.  "The rating action reflects the improvement in discretionary
cash flow from the refinancing and our expectation that trailing-
eight-quarter leverage will remain at 6x or below over the
intermediate term," said Standard & Poor's credit analyst Daniel
Haines.


METRO AFFILIATES: Panel Seeks to Amend Terms of PwC Engagement
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Metro Affiliates,
Inc. et al. filed a motion with the U.S. Bankruptcy Court for an
order authorizing the panel to amend the terms of its engagement
with PricewaterhouseCoopers LLP, its financial advisors in the
Debtors' chapter 11 cases.

The Committee said the terms of PwC's retention should be amended
to reflect that the Monthly Fee Cap will not apply to the work
performed by PwC for the so-called Waiver Period.  The Monthly Fee
Cap will apply to the work performed by PwC on and after Jan. 1,
2014, through the completion of these chapter 11 cases.

The terms of PwC's compensation, including the amount of the
Monthly Fee Cap, were based upon the expectation that the Debtors'
bankruptcy cases would require roughly the same level of activity
from PwC each month, with only some peaks and valleys along the
way.

Yet, the pace of the chapter 11 cases has been unusually front-
loaded.  The Committee requests authority from the Court to modify
PwC's compensation terms in order to fairly compensate PwC for the
work it performed during those unusually busy months.

As is reflected in the "First Monthly Fee Statement of
PricewaterhouseCoopers LLP, Financial Advisors to the Official
Committee of Unsecured Creditors for Compensation for Services
Rendered and Reimbursement of Expenses Incurred During the Period
From November 13, 2013 Through December 31, 2103," filed on Jan.
21, 2014, the firm was actively involved in all aspects of the
Debtors' sale efforts, participated in the marathon auction for
the sale of the Debtors' assets and attended the subsequent
lengthy sale hearings, which occurred over four days.

In addition, the Committee has relied heavily upon PwC's insight
and recommendations during the busy months as the Debtors sought
to effectuate a plethora of sales transactions.  As a result of
the heightened activity level in these cases during the Waiver
Period, PwC's hourly fees aggregated $187,923.50 and involved
397.50 man-hours of work.  This amount, which exceeds the Monthly
Fee Cap by nearly $80,000.00, reflects the extent of PwC's efforts
during the early stages of these cases.

PwC, in recognition of the constraints of these chapter 11 cases,
is voluntarily reducing its fees for the Waiver Period by 18%, or
$32,733.50, thereby lowering the amount of fees it seeks in the
First Fee Statement to $155,190.  Even with this voluntary
reduction, the fees sought in the First Fee Statement exceed the
Monthly Fee Cap by over $55,000.  Were PwC to not be granted a
waiver of the Monthly Fee Cap for the Waiver Period, it would be
forced to take a total reduction of 47% (or approximately $88,000)
from its customary rates.

PwC has evaluated its billing projections for January 2014 and
subsequent months, and believes that for the remainder of these
chapter 11 cases, its fees will fall within the Monthly Fee Cap.
Accordingly, the Committee seeks a waiver of the Monthly Fee Cap
only for the Waiver Period.  The Committee believes that PwC
should not be harmed by the exigencies of these chapter 11 cases,
particularly in light of the already substantial discount it has
voluntarily applied to its fees reflected in the First Fee
Statement.

The Committee said it does not seek to change the procedures by
which PwC will seek allowance and payment of its fees and
expenses.  PwC will be compensated only in accordance with the
procedures set forth in sections 330 and 331 of the Bankruptcy
Code, the Bankruptcy Rules, the Retention Order and such
procedures as may be fixed by Court order, including the Order
Establishing Procedures for Interim Compensation and Reimbursement
of Expenses for Professionals.  Rather, the Motion requests
authority to amend the terms of PwC's retention so that PwC will
have the opportunity to request the full payment of its fees and
expenses for the Waiver Period in accordance with such procedures.

                    About Metro Affiliates

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

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

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

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

The Official Committee of Unsecured Creditors retained
PricewaterhouseCoopers LLP as financial advisors; and Farrell
Fritz, P.C. as counsel.

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


METRO AFFILIATES: Proposes $605,000 Bonuses for Two Top Officers
----------------------------------------------------------------
Metro Affiliates, Inc., et al., propose to a key employee
incentive plan that will pay bonuses of up to $605,000 to their
president and chief executive officer and chief financial officer.

The KEIP provides that payments will be made to Messrs. Carpenter
and Schlenker at month-end for three months, beginning on February
28, 2014, provided each is still employed with the Debtors, to the
extent there are incremental gross proceeds after satisfaction of
the Wells Fargo DIP Facility, including $22.8 million in letters
of credit.  If the amount is not satisfied, there will be no
incremental gross proceeds.

Amounts to be earned under the KEIP range from $27,778 for David
J. Carpenter, as president and CEO, and $20,000 for Nathan W.
Schlenker, as CFO, after collecting $1 million in incremental
proceeds through the sale of almost 900 buses that remain unsold
after several transactions conducted during the bankruptcy
proceeding and the collection of accounts receivables, to $425,000
for Mr. Carpenter (after collecting $12 million in incremental
proceeds) and $180,000 for Mr. Schlenker (after collecting $9
million in incremental proceeds).

The KEIP, according to the Debtors' counsel, Lisa G. Beckerman,
Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, is aimed
at incentivizing Messrs. Carpenter and Schlenker to use their
relationships, irreplaceable institutional knowledge and influence
to drive the expeditious collection of the Debtors' receivables
and monetization of the remaining assets for the benefit of the
Debtors' estates and creditors.

Ms. Beckerman tells the Court that the Debtors' management is
likely to be more successful in collecting outstanding receivables
and monetizing their remaining assets than a bankruptcy trustee or
a liquidator.

The Debtors' proposed bonuses will be presented for approval
before the U.S. Bankruptcy Court for the Southern District of New
York on Feb. 20, 2014 at 2:00 p.m. (ET).  The Bankruptcy Court
will also consider at the Feb. 20 hearing the objection raised by
William K. Harrington, as U.S. Trustee for Region 2.

In its objection, the U.S. Trustee complains that the KEIP Motion
does not contain adequate information to allow a determination as
to whether the KEIP is a true incentive plan that sets
"challenging standards" and "high hurdles" for the two insiders to
overcome and whether those insiders benefit from simply remaining
employed by the Debtors as their tasks are completed.
Specifically, the U.S. Trustee says the Debtors provide no
information on the current balance of the DIP Facility or the
estimated timing of its satisfaction.  This information is
necessary because the bonuses are triggered upon the payment of
two components of the DIP Facility, the U.S. Trustee asserts.

Moreover, the U.S. Trustee complains that the Debtors have also
not provided all parties-in-interest information regarding the
appraised value or the estimated liquidation value of the vehicles
or the face-value of or the estimated proceeds from the accounts
receivable.  Without this information, the Debtors cannot meet
their burden under Section 503(c) of the Bankruptcy Code and its
rigorous strictures on the payment of bonuses to insiders, the
U.S. Trustee argues.

The Court has authorized the Debtors to amend the Permanent
Financing Order in order to operate in accordance with an amended
and updated budget.  The Court, however, pointed out that,
notwithstanding the inclusion of the KEIP line item in the updated
budget, the Debtors are not authorized to pay those funds unless
and until the Court approves the KEIP.

The Debtors are also represented by Rachel Ehrlich Albanese, Esq.,
at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York; and Scott L.
Alberino, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in
Washington, D.C.

The U.S. Trustee is represented by Michael T. Driscoll, Trial
Attorney, Office of the United States Trustee, in New York.


                      About Metro Affiliates

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

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

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

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

The U.S. has appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's financial
advisors.

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


METRO AFFILIATES: Returns Vehicles to Prepetition Lenders
---------------------------------------------------------
Metro Affiliates, Inc., et al., sought and obtained approval from
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York of stipulations returning collateral to
lienholders.

Specifically, the Debtors agreed to return to People's Capital &
Leasing Corp. the 51 school buses and to ABC Leasing two vehicles
that secured the financing the Lienholders each extended to the
Debtors prior to the Petition Date.

According to the Debtors, the vehicles were not selected to be
purchased by any bidder at the auction and they have determined
that the indebtedness under the Loan and secured by the Unsold
Collateral is equal to or greater than the orderly liquidation
value of the Unsold Collateral, so that there is little or no
equity value remaining in the Unsold Collateral for the estate.

The Debtors are represented by Lisa G. Beckerman, Esq., Rachel
Ehrlich Albanese, Esq., and Michael P. Cooley, Esq., at AKIN GUMP
STRAUSS HAUER & FELD LLP, in New York; and Scott L. Alberino,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in Washington, D.C.

People's Capital is represented by:

         Theresa A. Driscoll, Esq.
         MORITT HOCK & HAMROFF LLP
         400 Garden City Plaza
         Garden City, NY 11530
         Tel: (516) 873-2000
         Fax: (516) 873-2010

ABC Leasing is represented by:

         Glenn Thompson, Esq.
         HAMILTON STEPHENS STEELE + MARTIN, PLLC
         201 South College Street, Suite 2020
         Charlotte, NC 28244
         Tel: (704) 344-1117
         Fax: (704) 344-1483


                      About Metro Affiliates

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

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

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

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

The U.S. has appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's financial
advisors.

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


MODULAR SPACE: Moody's Assigns 'B3' CFR & Rates $365MM Debt 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
(CFR) to Modular Space Holdings, Inc. (ModSpace) and a B3 rating
to the $365 million senior secured second lien notes (Notes) of
its wholly owned subsidiary Modular Space Corporation. The outlook
for the ratings is stable.

Ratings Rationale

ModSpace's B2 CFR reflects the company's strong North American
market position in the sale and leasing of modular space
structures, storage containers, and ancillary services. The B2
rating also incorporates a number of rating constraints, including
the inherent cyclicality of ModSpace's business which has
pressured profitability in recent years, the firm's high leverage,
reliance on secured financing (which encumbers assets and limits
financial flexibility), and future debt maturity concentrations.

The Notes' B3 rating reflects the fact that they are structurally
junior to ModSpace's first lien asset-based lending revolving
credit facility, which comprises more than two thirds of the
company's debt structure by commitment amounts.

The outlook is stable, reflecting Moody's expectation that
ModSpace will generate acceptable earnings and profitability in
coming periods, taking into consideration expected moderate
economic growth.

The ratings could be upgraded if the company improves its leverage
(Debt/EBITDA), resulting from a sustained strengthening of
operating performance and return to profitability.

The ratings and/or rating outlook could come under downward
pressure if Moody's believe that leverage, interest coverage, and
profitability are likely to remain at weakened levels for an
extended period of time.

Based in Berwyn, PA, ModSpace is a leading North America-based
provider of modular buildings, storage, and services for temporary
and permanent space needs.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


MONTREAL MAINE: Wrongful Death Claimants' Counsel File Affidavit
----------------------------------------------------------------
Daniel C. Cohn, on behalf of Murtha Cullina LLP; and George W.
Kurr, Jr., on behalf of Gross, Minsky & Mogul P.A., filed an
amended verified statement concerning the firms' representation of
the unofficial committee of wrongful death claimants as required
by pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure.

The firms said the Wrongful Death Claimants hold unliquidated
wrongful death claims against the Debtor's estate arising from the
train explosion.  They said certain of the wrongful death
claimants or certain of the decedents' estates they represent, may
hold other types of claims against the Debtor's estate, like
business interruption and  property damage.  The wrongful death
claimants hold no other disclosable economic interest in relation
to the Debtor.

A full-text copy of the affidavit, dated Jan. 28, 2014, is
available at:

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

                       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: Received Safety Warnings Before Crash
-----------------------------------------------------
Kim Mackrael, writing for The Globe and Mail, reported that the
company whose train derailed in Lac-Megantic, Que., received
multiple warnings about brake violations in the decade before the
devastating accident.

Transport Canada sent the notices to Montreal, Maine & Atlantic
Railway between 2004 and 2009, and again in 2011 and 2012, the
report said, citing documents obtained by Radio-Canada. One of the
violations occurred in the community of Nantes, which is the town
where the train that derailed in Lac-Megantic was parked before it
came loose from its brakes and began sliding down the tracks.

The runaway train careered down a slope and derailed in the centre
of the small Quebec town, causing a series of explosions that
killed 47 people, the report related.  The train had been hauling
crude oil from the Bakken region in North Dakota, which officials
have since confirmed was more volatile than traditional crude.

The Transport Canada warnings obtained by Radio-Canada address
section 112 of the Canadian Rail Operating Rules, which requires
that a "sufficient number" of hand brakes be applied to prevent a
train from moving, the report further related.  The rules do not
specify how many brakes a railway operator should use, and instead
say they should test the effectiveness of the brakes to make sure
the train will remain in place.

Asked about the violations during the Question Period in the
House, Transport Minister Lisa Raitt said the Conservative
government has "done a lot" to fund rail safety, the report added.
"I would like to again reiterate that if MMA is found to have
violated the rules and regulations of this country, it will be
prosecuted to the fullest extent of our law," she said.

                       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: Units Ink $450MM Financing with Citigroup & BofA
---------------------------------------------------------------
Subsidiaries of Morgans Hotel Group Co., on Feb. 6, 2014, entered
into a new mortgage financing with Citigroup Global Markets Realty
Corp. and Bank of America, N.A., as lenders, consisting of
nonrecourse mortgage and mezzanine loans in the aggregate
principal amount of $450 million, secured by mortgages encumbering
Delano South Beach and Hudson and pledges of equity interests in
certain subsidiaries of the Company, that was fully funded at
closing.

The Hudson/Delano 2014 Mortgage Loan bears interest at a reserve
adjusted blended rate of 30-day LIBOR plus 565 basis points.  The
Company will maintain an interest rate cap for the amount of the
Hudson/Delano 2014 Mortgage Loan that will cap the LIBOR rate on
the debt under the Hudson/Delano 2014 Mortgage Loan at
approximately 1.75 percent through the initial maturity date.

The Hudson/Delano 2014 Mortgage Loan matures on Feb. 9, 2016.  The
Company has three, one-year extension options that will permit the
Company to extend the maturity date of the Hudson/Delano 2014
Mortgage Loan to Feb. 9, 2019, if certain conditions are satisfied
at the respective extension dates, including delivery by the
borrowers of a business plan and budget for the extension term
reasonably satisfactory to the lenders and achievement by the
Company of a specified debt yield.  The second and third
extensions would also require the payment of an extension fee in
an amount equal to 0.25 percent of the then outstanding principal
amount under the Hudson/Delano 2014 Mortgage Loan.  A minimum
unencumbered assets requirement may also be required if certain
other indebtedness becomes due during the extension term.  The
Company may prepay the Hudson/Delano 2014 Mortgage Loan in an
amount necessary to achieve the specified debt yield.

The Hudson/Delano 2014 Mortgage Loan may be prepaid at any time,
in whole or in part, subject to payment of a prepayment premium
for any prepayment prior to Aug. 9, 2015.  There is no prepayment
premium after Aug. 9, 2015.

The Hudson/Delano 2014 Mortgage Loan is assumable under certain
conditions, and provides that either one of the encumbered hotels
may be sold, subject to prepayment of the Hudson/Delano 2014
Mortgage Loan at a specified release price and satisfaction of
certain other conditions.

The Hudson/Delano 2014 Mortgage Loan contains restrictions on the
ability of the borrowers to incur additional debt or liens on
their assets and on the transfer of direct or indirect interests
in Hudson or Delano and the owners of Hudson and Delano and other
affirmative and negative covenants and events of default customary
for multiple asset commercial mortgage-backed securities loans.
The Hudson/Delano 2014 Mortgage Loan is nonrecourse to the
Company's subsidiaries that are the borrowers under the loan,
except pursuant to certain carveouts detailed therein.  In
addition, the Company has provided a customary environmental
indemnity and nonrecourse carveout guaranty under which it would
have liability with respect to the Hudson/Delano 2014 Mortgage
Loan if certain events occur with respect to the borrowers,
including voluntary bankruptcy filings, collusive involuntary
bankruptcy filings, changes to the Hudson capital lease without
prior written consent of the lender, violations of the
restrictions on transfers, incurrence of additional debt, or
encumbrances of the property of the borrowers.  The nonrecourse
carveout guaranty requires the Company to maintain minimum
unencumbered assets until the Company's outstanding convertible
notes and the promissory notes held by Messrs. Masi and Sasson are
repaid, extended, refinanced or replaced beyond the term of the
Hudson/Delano 2014 Mortgage Loan.

Repayment of Outstanding Debt

The net proceeds from the Hudson/Delano 2014 Mortgage Loan were
applied to (1) repay $180 million of outstanding mortgage debt
under the prior mortgage loan secured by Hudson, (2) repay $37
million of indebtedness under the Company's $100 million senior
secured revolving credit facility secured by Delano South Beach,
(3) provide cash collateral for reimbursement obligations with
respect to a $10 million letter of credit under the Delano Credit
Facility, and (4) fund reserves required under the Hudson/Delano
2014 Mortgage Loan, with the remainder available for general
corporate purposes and working capital, which may include the
repayment of other indebtedness.

The 2012 Hudson Mortgage Loan facility and the Delano Credit
Facility were terminated after repayment of the outstanding debt
thereunder.

Certain of the lenders, agents and other parties to the
Hudson/Delano 2014 Mortgage Loan, and their affiliates, have in
the past provided, and may in the future provide, investment
banking, underwriting, lending, commercial banking and other
advisory services to the Company and its subsidiaries. Such
lenders, agents and other parties have received, and may in the
future receive, customary compensation from the Company and its
subsidiaries for those services.

Consulting Agreement with Jonathan Langer

On Feb. 9, 2014, the Company entered into a one-year Consulting
Agreement with Jonathan Langer, a member of the Company's Board of
Directors.  Based upon Mr. Langer's extensive experience both in
the financial sector and hospitality industry, the Company
believes that Mr. Langer is uniquely suited to provide financial
and strategic advisory services to the Company.  Under the terms
of the Consulting Agreement, Mr. Langer will provide services to
the Company in connection with various strategic and financial
opportunities.  Pursuant to the Consulting Agreement, in
consideration of Mr. Langer's efforts in connection with the
Hudson/Delano 2014 Mortgage Loan, including negotiating with the
lenders and overseeing the transaction on the Company?s behalf,
Mr. Langer is entitled to a payment of $495,000 (or 0.11 percent
of the aggregate proceeds from the Hudson/Delano 2014 Mortgage
Loan).  Under the terms of the Consulting Agreement, Mr. Langer
may also be compensated for the successful negotiation of a
revised hotel management or new franchise agreement with one of
the Company's existing hotels in an amount equal to 2.0 percent of
the projected management, incentive and franchise fees to be
earned by the Company during the duration of the management or
franchise agreement, plus certain other potential fess not to
exceed $250,000.  Under the Consulting Agreement, the Company and
Mr. Langer may agree in the future to expand the scope of services
Mr. Langer is providing to the Company.

The Consulting Agreement was approved by the Audit Committee of
the Board pursuant to the Company's Related Persons Transaction
Policy and Procedures, with Mr. Langer recusing himself from the
vote.

As a result of the payments to be made to Mr. Langer under the
Consulting Agreement, Mr. Langer will no longer satisfy the
independence requirements under the rules of The NASDAQ Stock
Market and the SEC.  As such, Mr. Langer has stepped down as a
member of the Audit Committee and the Corporate Governance &
Nominating Committee.  The Board has appointed Andrea Olshan to
replace Mr. Langer on the Audit Committee.

No Compensation for Independent Directors

On Jan. 18, 2014, the Board voted to adjust the compensation
policies of the Board.  Retroactive to June 14, 2013, the current
independent directors of the Company will receive no compensation.
Additionally, to the extent compensation is awarded to the
independent directors in 2014, it is expected that it will be
either entirely or majority equity-based.  The changes are
intended to align the directors with the company as it continues
to execute on a plan to reduce costs and maximize shareholder
value.

                     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.


MOTORCAR PARTS: Reports $1.1 Million Net Income in Dec. 31 Qtr.
---------------------------------------------------------------
Motorcar Parts of America, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $1.14 million on $65.56 million of net
sales for the three months ended Dec. 31, 2013, as compared with
net income of $935,000 on $50.65 million of net sales for the same
period during the prior year.

For the nine months ended Dec. 31, 2013, the Company reported net
income of $104.29 million on $181.98 million of net sales as
compared with a net loss of $17.86 million on $155.10 million of
net sales for the same period last year.

As of Dec. 31, 2013, the Company had $297.34 million in total
assets, $191.90 million in total liabilities and $105.43 million
in total shareholders' equity.

"Results for the quarter benefitted from continued strong industry
dynamics within the non-discretionary automotive aftermarket
sector.  We anticipate this momentum will continue, supported by
an aging vehicle population and recent extreme weather conditions
throughout most of the nation.  I appreciate our team's efforts in
accomplishing industry-leading customer service levels," said
Selwyn Joffe, chairman, president and chief executive officer of
Motorcar Parts of America.

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

                       http://is.gd/zy0EJq

In a separate filing with the SEC, the Company amended its Form
10-Q for the quarterly period ended Sept. 30, 2013, initially
filed with the SEC on Nov. 11, 2013, solely to refile the Amended
and Restated Financing Agreement, dated Nov. 6, 2013, among the
Company, each lender from time to time a party thereto, Cerberus
Business Finance, LLC, as collateral agent, and PNC Bank, National
Association, as administrative agent.  No revisions are being made
to the Company's financial statements.  A copy of the Amended and
Restated Financing Agreement is available for free at:

                        http://is.gd/GI0nmU

                       About Motorcar Parts

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.

The Company reported a net loss of $91.5 million on $406.3 million
of sales in fiscal 2013, compared to a net loss of $48.5 million
on $363.7 million of sales in fiscal 2012.

In their report on the consolidated financial statements for the
year ended March 31, 2013, Ernst & Young LLP, in Los Angeles,
California, noted that the Company's wholly owned subsidiary
Fenwick Automotive Products Limited has recurring operating losses
since the date of acquisition and has a working capital and an
equity deficiency.  "In addition, Fenco has not complied with
certain covenants of its loan agreements with its bank.  These
conditions relating to Fenco coupled with the significance of
Fenco to the Consolidated Companies, raise substantial doubt about
the Consolidated Companies' ability to continue as a going
concern."


MOTORCAR PARTS: River Road Asset Mgt. Stake at 4.7% as of Jan. 31
-----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, River Road Asset Management, LLC, disclosed
that as of Jan. 31, 2014, it beneficially owned 684,492 shares of
common stock of Motorcar Parts of America, Inc., representing 4.7
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/aGHS0q

                        About Motorcar Parts

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.

The Company reported a net loss of $91.5 million on $406.3 million
of sales in fiscal 2013, compared to a net loss of $48.5 million
on $363.7 million of sales in fiscal 2012.  As of Dec. 31, 2013,
the Company had $297.34 million in total assets, $191.90 million
in total liabilities and $105.43 million in total shareholders'
equity.

In their report on the consolidated financial statements for the
year ended March 31, 2013, Ernst & Young LLP, in Los Angeles,
California, noted that the Company's wholly owned subsidiary
Fenwick Automotive Products Limited has recurring operating losses
since the date of acquisition and has a working capital and an
equity deficiency.  "In addition, Fenco has not complied with
certain covenants of its loan agreements with its bank.  These
conditions relating to Fenco coupled with the significance of
Fenco to the Consolidated Companies, raise substantial doubt about
the Consolidated Companies' ability to continue as a going
concern."


MOUNTAIN COUNTRY: Trustee Amends Management Deal With MSE
---------------------------------------------------------
Robert L. Johns, Chapter 11 Trustee of Mountain Country Partners
LLC, filed papers with the Court seeking entry of an order
authorizing the Chapter 11 Trustee to amend paragraph 6.01 of the
management agreement, dated Sept. 18, 2013, between the Trustee
and Mountaineer State Energy LLC consistent with the intention of
the parties.

The amended paragraph states:

"6.01 Management Fee. Owner agrees to pay manager and manager
agrees to accept as full compensation for the services to be
rendered to owner hereunder during the term hereof, a sum equal to
$5,000 per month, plus 10% of the owner's revenue (after royalty
payments) on the sale of oil production over 550 barrels per
month."

                 About Mountain Country Partners

Seven individual investors filed an involuntary Chapter 11
bankruptcy petition against Jacksonville, Florida-based Mountain
Country Partners, LLC (Bankr. S.D. W.Va. Case No. 12-20094) on
Feb. 17, 2012.  Judge Ronald G. Pearson presides over the case.
Joseph W. Caldwell, Esq., at Caldwell & Riffee, represent the
petitioners.

An Order for Relief was entered by the Court on June 25, 2012.
Robert L. Johns was appointed Chapter 11 Trustee on July 6, 2012.

James W. Lane, Jr., at the Law Offices of Jim Lane, Jr.,
represents the Debtor as counsel.  The law firm of Turner & Johns,
PLLC, represents Chapter 11 Trustee Robert L. Johns, as counsel.

Kay Biscopink of Elliot Davis, LLP is the Debtor's accountant.


NATIONAL JEWISH: Fitch Lowers 2 Revenue Bond Series' Rating to BB+
------------------------------------------------------------------
Fitch Ratings has downgraded to 'BB+' from 'BBB-' the rating on
the following revenue bonds issued by the Colorado Health
Facilities Authority on behalf of National Jewish Health (NJH):

-- $24,145,000 series 2012 fixed-rate bonds
-- $11,100,000 series 2005 variable-rate demand bonds

The series 2005 bonds are secured by a letter of credit (LOC: UMB
Bank, National Association).

The Rating Outlook is revised to Stable from Negative.

SECURITY

Pledge of gross revenues excluding restricted charitable donations
and grants.

KEY RATING DRIVERS

GROWING OPERATING LOSSES: The downgrade to 'BB+' reflects
persistent large operating losses in fiscal 2013, which weakened
further through the 2014 interim period. Operating margin was
negative 4.4% in fiscal 2013 and negative 9.6% through the six-
month interim period. Further rating movement is precluded at this
time given NJH's adequate liquidity position and coverage of debt
service as calculated under the Master Trust Indenture (MTI), and
the joint operating agreements (JOA) underway.

HIGHLY SPECIALIZED SERVICES: NJH is a national leader in the
treatment of respiratory and related diseases with a focus on
research and teaching. Over the last five years, NJH has
significantly expanded its clinical capabilities to provide more
comprehensive care to its patients with the majority of its
services currently provided in an outpatient setting.

ADEQUATE BALANCE SHEET: Liquidity and leverage indicators are
satisfactory at the 'BB+' rating. However, a sizable line of
credit is utilized for operating expenditures, diluting NJH's
overall balance sheet position.

JOA WITH EXEMPLA ST. JOSEPH HOSPITAL: In September 2013, NJH
signed a letter of intent with Exempla St. Joseph Hospital (ESJH;
part of Sisters of Charity of Leavenworth, revenue bonds rated
'AA-') to form a JOA to collaborate in providing inpatient and
outpatient services. Through a newly created not-for-profit
entity, the two hospitals will provide services at multiple
locations including NJH's campus and ESJH's new facility to be
named and opened in December 2014. Fitch believes this JOA is a
favorable opportunity for NJH to grow its clinical capacity with
minimal capital outlay.

RATING SENSITIVITIES

ADEQUATE MTI COVERAGE OF DEBT: The Stable Outlook is predicated
upon Fitch's expectation that NJH will continue producing
sufficient net income available for debt service as calculated
under the MTI. Inability to do so could lead to further negative
rating action.

SUCCESSFUL EXECUTION OF JOA: Fitch believes the JOA with ESJH will
provide growth opportunities in NJH's clinical business, and can
lead to increased revenue growth. Effective execution leading to
improved operating profitability could result in a return to the
investment-grade rating category.

CREDIT PROFILE

NJH is a national referral medical institute engaged in patient
care, medical research, and teaching, primarily in the areas of
respiratory, cardiac, allergic, and immunologic medicine. NJH only
has 46 licensed beds and the majority of its services are provided
on an outpatient basis. The medical staff currently provides
inpatient care at Denver area hospitals. Total revenue for fiscal
year ended June 30, 2013 was $197.7 million, approximately 80% of
which was generated by clinical and research activities.


Increasing Operating Losses

Operating profitability further weakened in fiscal 2013 with a
negative 4.4% operating margin compared to negative operating
margins of 4% in 2012 and 1.5% in 2011. Deterioration in
profitability accelerated through the six-month interim period
ended Dec. 31, 2013, with a negative operating margin of 9.6% as
compared to a negative 5.5% operating margin in the prior year
period.

Historically, NJH's highly profitable clinical operations, along
with philanthropic contributions, have offset substantial
operating losses incurred by the organization's research
activities. Losses from research activities exceeded $20 million
over the last several years. While management noted various
strategies are in place to bring annual losses below $20 million,
meaningful progress is not expected in the near term. In 2013,
clinical operations were negatively affected by a one-time write-
off of receivables resulting from changes in Medicare Molecular
Diagnostic reimbursements.

Management is projecting profitability to improve in fiscal 2014,
supported by enhanced clinical operations and philanthropic
contributions. However, due to heightened expenditures in
physician investments and timing of certain funds released from
restriction, net income was negative through the six-month interim
period and will likely remain weak through the end of fiscal 2014.

Philanthropy activity has been solid, with annual fundraising
levels of over $20 million. NJH is currently in the process of
completing its largest campaign yet, with the goal of raising $250
million that includes $150 million to fund outpatient facility
expansions and other clinical and research projects.

Joint Operating Agreement with Exempla St. Joseph Hospital

In September 2013, NJH and ESJH signed a letter of intent to form
a JOA to partner in providing inpatient and outpatient care. The
JOA will be co-governed and named to reflect both the NJH and ESJH
brands. ESJH is in the process of constructing a new facility,
which is expected to be occupied by both NJH and ESJH.

Fitch believes this opportunity should yield clinical and
financial advantages to NJH, as the organization had initially
planned to build an inpatient tower to expand inpatient
capabilities. This JOA will provide the physical capacity needed
for NJH. Additionally, NJH should be able to capitalize on revenue
growth opportunities by having access to a larger network and
develop a continuum of care. Research should benefit as well
through increased access to patients and clinical trials.

NJH management indicated the transaction is currently undergoing
due diligence review, with the goal of signing a definitive
agreement in the first quarter of calendar year 2014. NJH is
expected to continue operating outpatient and some inpatient
programs on its existing campus and begin admitting patients at
the new facility in December 2014. Financial reporting should
remain relatively similar to prior years, as assets and
liabilities will remain separate.

10-Year Strategic Plan

NJH is continuing its strategic plan begun in 2007, which focuses
on clinical and research capabilities as well as philanthropy. NJH
has increased the depth and breadth of services offered over the
last several years, and the JOA with ESJH is consistent in
executing existing goals.

In addition, NJH is partnering with Icahn School of Medicine (SOM;
part of Mount Sinai Hospital, revenue bonds rated 'A', Stable
Outlook) to create a respiratory institute in New York City. This
venture is NJH's first major project outside of Colorado, and will
be located on the SOM campus. Fitch believes this partnership
should enhance NJH presence and brand as well as revenues and
fundraising.

Adequate Liquidity

As of Dec. 31, 2013, unrestricted cash and investments totaled
$52.1 million including available earnings from the Permanent
Endowment, which is fully accessible to NJH with board approval.
Liquidity metrics equating to 100.1 days cash on hand, 9.4x
cushion ratio, and 85.4% cash-to-debt are sound for the rating
category, and provide some cushion as NJH executes strategic
plans.

Weak Debt Metrics

Total outstanding debt as of Dec. 31, 2013 was $61 million, which
included $49.2 million in bonds and capital leases and $11.8
million drawn on an operating line of credit. Fitch is treating
the line of credit as long-term debt based on NJH's intentions to
leave it outstanding for the foreseeable future. The bonds and
capital leases are 77% fixed rate and 23% floating rate. The $11.1
million series 2005 variable-rate demand bonds are supported by an
LOC from UMB bank that renews automatically (current expiration
date is March 1, 2015).

Fitch used a maximum annual debt service (MADS) of $5.6 million
occurring in 2015. There is a $6.3 million bullet maturity due in
2017 related to the 2011 Gove School Property Note, which Fitch
excluded for MADS purposes due to management's stated goals to pay
off the note with fundraising and NJH's history of success with
philanthropy. MADS comprised $3.5 million for bonded debt,
$980,000 for capital leases, $780,000 for the 2011 note, and
$325,000 in interest payments estimated for the line of credit.
MADS drops to $4 million in 2018. Coverage of MADS by EBITDA was
weak at 1.4x in fiscal 2013, and deteriorated significantly to
negative 0.3x in the six-month interim period (based on
unrestricted funds).

While debt service coverage metrics calculated per Fitch's
definition are concerning, the MTI allows for inclusion of certain
displacements of restricted funds in net income available. In
addition, coverage is tested only on bonded debt. MADS coverage
calculated under the MTI using a MADS of $3.2 million was 6.4x in
2013 and 3.1x in 2012. MTI calculations are performed and
disclosed only on an annual basis, but using the same methodology,
management estimated MADS coverage of 2.4x through the six-month
interim period.

Modest Capital Needs

Routine capital expenditures are around $3 million-$4 million
annually, and budgeted at $4 million in fiscal 2014. Capital plans
have been scaled back due to the JOA and planned outpatient
facility expansion is contingent upon success of the capital
campaign. Other capital plans will be evaluated after the initial
implementation process of the JOA.

DISCLOSURE

NJH covenants to disclose audited financial statements within 150
days of the end of the fiscal year. Quarterly unaudited financial
information is disclosed within 45 days of the close of the first
three quarters of the fiscal year and within 90 days of the close
of the fourth quarter. Financial statements are posted to the
Municipal Securities Rulemaking Board's EMMA system.


NINE WEST: Moody's Assigns 'B2' CFR & Rates $470MM Loan 'Ba3'
-------------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and B2-PD
Probability of Default ratings to Nine West Holdings, Inc. ("Nine
West", initially Jasper Merger Sub Inc.) and assigned a Ba3 rating
to the company's proposed $470 million secured term loan. The
rating outlook is stable. Moody's also assigned a SGL-2
Speculative Grade Liquidity rating. The ratings assigned are
subject to receipt and review of final loan documentation and
closing of the acquisition of The Jones Group Inc. on
substantially the current terms. Upon consummation of the
transaction, Jasper Merger Sub, Inc. will be merged with and into
The Jones Group, Inc. ("Jones") with Jones being the surviving
entity, and will be renamed Nine West Holdings, Inc.

In December, 2013 Jones entered into a definitive agreement to be
acquired by Sycamore Partners for approximately $2.2 billion,
including Jones' existing debt. Concurrently with the acquisition,
it is intended that certain of Jones' existing businesses --
primarily Jones Apparel, Stuart Weitzman and Kurt Geiger -- will
be transferred to Sycamore affiliates. Proceeds from the new $470
million senior secured term loan, a modest drawing under the
company's $250 million asset based revolver, an equity
contribution from Sycamore Partners and cash proceeds from the
carve-out transactions will be used to fund the cash costs of the
acquisitions, including the redemption of Jones outstanding $250
million notes due 2014.

Moody's notes that Jones' existing unsecured notes due 2019 have a
change of control provision, and these bondholders may elect to
put their bonds to the company upon the change of control. At the
current time, Moody's presume the substantial majority of the 2019
notes will remain in place. However under certain circumstances,
if a meaningful amount of 2019 noteholders elect to put their
bonds upon a change of control, Nine West is expected to offer new
senior unsecured notes (or drawings under a committed unsecured
bridge loan) in an amount necessary to substantially fund the
redemption of the 2019 notes. It is expected that Jones existing
senior unsecured notes due 2034, which do not have a change of
control provision, will remain outstanding as obligations of Nine
West.

The new secured term loan, and any new unsecured debt offering
that may result from a tender of the 2019 notes, will benefit from
upstream guarantees of the operating subsidiaries of Nine West,
while the existing Jones unsecured notes will not benefit from any
upstream guarantees. At the current time, Jones' Ba3 Corporate
Family Rating and the B1 ratings assigned to Jones outstanding
senior unsecured bonds remain under review for downgrade.
Presuming the transaction proceeds on the terms and conditions
contemplated, Moody's anticipate that in view of the B2 Corporate
Family Rating assigned to Nine West, and the structural
subordination of Jones existing debt to the new debt raised by
Nine West Holdings, the rating assigned to the existing 2034 notes
and, to the extent they remain outstanding, the 2019 notes would
likely be lowered from B1 to Caa1.

The following ratings were assigned:

Nine West Holdings (initially, Jasper Merger Sub, Inc.)

-- Corporate Family Rating at B2

-- Probability of Default Rating at B2-PD

-- $470 million senior secured term loan due 2019 at Ba3
    (LGD 3,31%)

-- Speculative Grade Liquidity Rating at SGL-2

Ratings Rationale

Nine West Holdings' B2 Corporate Family Rating reflects Moody's
expectations that the company's rent-adjusted leverage will
approach the high five times range within 12-18 months from
closing of the transaction. Deleveraging will occur primarily
through the achievement of cost savings including the closing of
unprofitable stores -- primarily full price stores operating under
the "Nine West" and "Easy Spirit" brands. Cost savings are also
expected to come from the closing of smaller and unprofitable
brands and cost savings, such as those it will no longer incur as
a private company. The ratings reflect that Nine West has a
meaningful concentration in the mass/mid tier and department store
channels, though it has a broad range of products and brands
within these channels and benefits from its meaningful scale. The
ratings also reflect Nine West's good liquidity profile as Moody's
expect the company to maintain positive free cash flow, albeit
with some seasonality, and access to a $250 million asset based
revolver which Moody's expects will be modestly used and will
primarily support seasonal working capital needs.

The Ba3 rating assigned to the proposed term loan reflects its
second lien position on the company's accounts receivable and
inventory (the $250 million asset based revolver will have a first
lien on these assets), the first lien on other assets, and the
meaningful level of junior capital support provided by the $250
million unsecured Jones Group notes due 2034 and additional junior
capital provided by the 2019 notes (if they remain outstanding) or
other unsecured debt (to the extent the company needs to redeem
any of its 2019 notes).

The stable rating outlook reflects Moody's expectations that cost
saving measures identified, notably the continued closing of
unprofitable store locations, wind down of unprofitable brands,
and elimination of public company costs, should enable the company
to improve operating margins over the next 12-18 months. As a
result, Moody's expect debt/EBITDA should approach the high five
times range over this period.

Ratings could be upgraded if the company is successful in
improving operating margins over time, evidencing that cost
savings are being realized, while also demonstrating stable to
modestly positive revenue growth, indicating market share is being
maintained. Quantitatively ratings could be upgraded if the
company sustained debt/EBITDA below 5 times and interest coverage
approached 2.5 times while maintaining a good liquidity profile.

Ratings could be downgraded if operating margins did not improve,
which would evidence that either cost savings were not being
achieved or the company's brand position weakened. Ratings could
also be downgraded if the company's financial policies were to
become more aggressive. Quantitatively ratings could be downgraded
if Moody's expected debt/EBITDA to be sustained above 6 times for
an extended period or if the company's good liquidity profile were
to erode.

Headquartered in New York, NY, Nine West Holdings expected to be
the surviving corporation upon the conclusion of the acquisition
of The Jones Group, Inc. by affiliates of Sycamore Partners. Upon
conclusion of the transfer of certain existing brands to
affiliates of Sycamore Partners, Nine West is expected to have
pro-forma revenue in excess of $2 billion. Its most significant
brands would include Nine West, Gloria Vanderbilt, L.e.i, and Easy
Spirit.

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


NNN SIENA OFFICE PARK: Foreclosure Sale Set for Feb. 21
-------------------------------------------------------
Assured Lender Services, Inc. -- the duly appointed trustee under
and pursuant to Deed of Trust recorded on June 4, 2007, executed
by NNN Siena Office Park I LLC, and several affiliated entities,
as borrowers, for the benefit of Wachovia Bank, National
Association, a national banking association as lender -- will sell
the borrowers' real and personal property at the Siena Office Park
in the City of Henderson in Clark County, Nevada, at public
auction to the highest bidder for cash on Feb. 21, 2014, at 10:00
a.m. at at the front entrance to The Nevada Legal News located at
930 So. Fourth St., Las Vegas, NV 89101.

The street address and other common designation, if any, of the
real property is 2850 W. Horizon Ridge Pkwy. and 861 Coronado
Center Drive, Henderson, NV 89052.  Proceeds of the sale will be
used to pay the remaining principal sum of the note(s) secured by
the Deed of Trust, with interest, in the amount of $35,527,139.48.

Beneficial interest in the debt has been assigned to U.S. Bank
National Association, as Trustee, Successor-In-Interest to Bank of
America, N.A., as Trustee, Successor to Wells Fargo Bank, N.A., as
Trustee, for the Registered Holders of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2007-C32.

The property is sold "as-is".  The Trustee and BofA are unable to
validate the condition, defects or disclosure issues of the
property and the Buyer waives the disclosure requirements under
NRS 113.130 by purchasing at this sale and signing the receipt.

The borrowers are:

     * NNN SIENA OFFICE PARK I, LLC,
     * NNN SIENA OFFICE PARK I 2, LLC,
     * NNN SIENA OFFICE PARK I 3, LLC,
     * NNN SIENA OFFICE PARK I 4, LLC,
     * NNN SIENA OFFICE PARK I 5, LLC,
     * NNN SIENA OFFICE PARK I 7, LLC,
     * NNN SIENA OFFICE PARK I 8, LLC,
     * NNN SIENA OFFICE PARK I 10, LLC,
     * NNN SIENA OFFICE PARK I 12, LLC,
     * NNN SIENA OFFICE PARK I 13, LLC,
     * NNN SIENA OFFICE PARK I 17, LLC,
     * NNN SIENA OFFICE PARK I 20, LLC,
     * NNN SIENA OFFICE PARK I 21, LLC,
     * NNN SIENA OFFICE PARK I 22, LLC,
     * NNN SIENA OFFICE PARK I 24, LLC, and
     * NNN SIENA OFFICE PARK I 25, LLC

The Trustee may be reached at:

         Cherie Maples
         Vice President of Trustee Operations
         Assured Lender Services, Inc.
         2552 Walnut Avenue Suite 100
         Tustin, CA 92780
         Sale Line: (714) 573-1965
         Reinstatement Line: (714) 508-7373


NORTHERN INYO: S&P Lowers Rating on 2 Rev Bond Series to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on the Northern Inyo County Local Hospital
District, Calif.'s series 2010 and series 2013 revenue bonds.  The
outlook is stable.

"The rating action reflects our view of the district's low
unrestricted reserves, which have consistently been lower than the
district's projected levels in each of the past few fiscal years,"
said Standard & Poor's credit analyst Kenneth Gacka.  In S&P's
view, the persistently lower-than-anticipated unrestricted
reserves in recent years contribute to S&P's assessment that the
district's overall financial profile is more consistent with a
speculative-grade rating.  S&P understands that the district
expects to receive a cost report settlement in the near term,
which would strengthen unrestricted reserves by approximately
$5.5 million (to an estimated 100 days' cash on hand).  S&P views
this favorably and expect that this will result in improved
metrics before the end of the current fiscal year.

The rating also reflects S&P's continued view of the district's
history of strong margins and its solid business position.  In
S&P's opinion, certain aspects of the district's credit profile
are good and consistent with recent years; however, S&P believes
that an improvement in unrestricted reserves to a level consistent
with a higher rating that is sustained over time would be needed
to return to a higher rating.


NOVA CHEMICALS: S&P Alters Outlook to Positive & Affirms 'BB+' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
NOVA Chemicals Corp. to positive from stable.  At the same time,
Standard & Poor's affirmed its 'BB+' long-term corporate credit
rating on NOVA and its 'BB+' issue-level rating on the company's
unsecured debt.  The recovery rating on the debt is unchanged at
'3', indicating S&P's expectation of meaningful (50%-70%) recovery
in the event of default.

"The outlook revision reflects our expectation that the upcoming
completion of NOVA's Corunna feedstock conversion project and
Joffre feedstock diversification program will dampen volatility in
earnings and cash flow," said Standard & Poor's credit analyst
David Fisher.  "In addition, these projects set the stage for
structurally higher earnings in future years," Mr. Fisher added.

This could lead S&P to reassess NOVA's financial risk profile in a
positive manner within the year, possibly resulting in an upgrade.

NOVA is a midsize producer of petrochemical products, most notably
ethylene, polyethylene, and related derivatives.  For the 12
months ended Sept. 30, 2013, NOVA reported revenue and Standard &
Poor's adjusted EBITDA of US$5.1 billion and US$1.2 billion,
respectively.

S&P views NOVA's business risk profile as "fair," based primarily
on its highly volatile earnings profile.  The company operates in
the commodity chemicals sector, which S&P considers to be highly
cyclical, competitive, and prone to price volatility -- all of
which have led to large swings in NOVA's profitability.

The positive outlook on NOVA reflects the potential for lower cash
flow and profit variability after the company completes its
operational-improvement projects, which S&P expects will occur
within the year.  This could lead to an improvement in the
company's financial risk profile and hence trigger an upgrade.

An upgrade would be contingent on the completion and successful
ramp-up of the Corunna and Joffre feedstock projects, which would
increase S&P's confidence that the company will benefit from lower
volatility in its financial results.  In addition, an upgrade
would require that NOVA and International Petroleum Investment Co.
to continue to pursue financial policies generally consistent with
S&P's base case scenario.  S&P would expect the company to be
committed to maintaining adjusted debt to EBITDA below 1.5x under
current market conditions, while preserving large cash balances
and liquidity reserves.

S&P could revise the outlook to stable if unanticipated challenges
emerge with the Corunna or Joffre projects that render them less
effective at dampening volatility than expected.  S&P could also
revise the outlook to stable if it detects a shift in financial
policies such that shareholder returns are more aggressive than
expected in S&P's base case or if the company pursues large debt-
funded acquisitions.


OPTIM ENERGY: Meeting to Form Creditors' Panel on Feb. 25
---------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on February 25, 2014, at 10:00 a.m.
in the bankruptcy case of Optim Energy, LLC, et al.  The meeting
will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                       About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cear
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

The Debtors have $713 million of outstanding principal
indebtedness.


OVERSEAS SHIPHOLDING: Has Plan Support Agreement with Lenders
-------------------------------------------------------------
Overseas Shipholding Group, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to approve a plan support
agreement resulting from numerous negotiations with several key
creditor constituencies.

After discussions, and careful analysis and deliberation, the
Debtors determined that the proposal ultimately negotiated with
certain of the lenders under the Debtors' $1.5 billion credit
facility, dated as of February 9, 2006, represented the highest
and best value now available to the Debtors' creditors and equity
holders.

Among other things, that proposal contemplates a plan of
reorganization that will:

   * Infuse new equity of up to $150 million into the Debtors'
     capital structure;

   * Pay interest due under two series of the Debtors' outstanding
     bond issues, so as to cure any defaults and permit
     reinstatement of those bonds;

   * Pay all other creditors' allowed claims in full, in cash,
     with interest;

   * Provide a meaningful distribution to holders of existing
     equity interests and allowed subordinated claims;

   * Pay the amended claims of the Internal Revenue Service in
     full in cash on the Effective Date, in a manner consistent
     with the Company's understandings with the IRS; and

   * Ensure sufficient financing to repay the secured claims of
     the Export-Import Bank of China and retain the vessels
     subject to its security interest in the reorganized Debtors'
     fleet.

Pursuant to the PSA, the proposed Plan enjoys the support of the
Debtors and approximately 60% of the lenders under the Credit
Agreement.

All other creditors will be paid in full or reinstated, and,
therefore, unimpaired under the terms of the Plan.  The Plan
contemplates using cash on hand, $625 million of debt financing,
and, at the Debtors' sole option, up to $150 million to be raised
pursuant to a rights offering to fund distributions to be made
under the Plan.

The Debtors' counsel, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton LLP, in New York, tells the Court that the PSA
does not bar the Debtors from receiving alternative plans proposed
by other parties and discussing and analyzing those alternative
plans received without breaching or terminating the PSA.  The PSA
will be terminated if, among other things, the Debtors fail to
file a plan of reorganization and accompanying disclosure
statement with the Court on or before March 7, 2014.  The PSA also
requires the Debtors to have the PSA approved on or before
April 11, the Disclosure Statement approved on or before May 16,
and the Plan confirmed on or before June 20.  Furthermore, the PSA
requires that the effective date of the Plan must occur on or
before Aug. 31.

The Debtors also seek permission from the Court to file the
unredacted version of the PSA under seal.  The Debtors explain
that the PSA requires the disclosure of the amount of claims,
interests, and securities that each consenting lenders hold.  The
individual holdings of each Consenting Lender are confidential,
commercially sensitive information that should not be disclosed
because disclosure would allow investors and competitors to
ascertain details related to specific investment strategies and
decisions of the Consenting Lenders, Mr. Bromley asserts.
Furthermore, disclosure of the sensitive commercial information
would likely dissuade the Consenting Lenders, or any other holder
of Claims, Interests, and Securities, from entering into a PSA
with the Debtors, Mr. Bromley adds.  Nor are the individual level
holdings of any Consenting Lender necessary or relevant to
creditors or the Court in evaluating the Approval Motion where the
aggregate holdings of the Consenting Lenders have been disclosed,
Mr. Bromley further asserts.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, OSG dropped 22% in over-the-counter trading after the Feb.
12 announcement of its reorganization plan.  The company's
existing shares plunged more than $1.30 on Feb. 12 to about $4.70,
down from a post-bankruptcy high of $8.99 on Jan. 30. The stock
sold for about 55 cents on the day of bankruptcy.

The $300 million in 8.125 percent senior unsecured notes due 2018,
to be reinstated, traded at 11:29 a.m. on Feb. 12 for 115.25 cents
on the dollar, Mr. Rochelle said, citing Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
They were trading around par in November and sold for as little as
18.75 cents on the day of bankruptcy.

A hearing on the motion is scheduled for March 20, 2014, at 9:30
a.m.  Objections are due Feb. 26.

The Debtors are represented by Luke A. Barefoot, Esq., at Cleary
Gottlieb Steen & Hamilton LLP, in New York; and Derek C. Abbott,
Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., Esq., at
MORRIS, NICHOLS, ARSHT & TUNNELL LLP, in Wilmington, Delaware.


PLANDAI BIOTECHNOLOGY: Obtains $15.3-Mil. Funding Commitment
------------------------------------------------------------
Plandai Biotechnology, Inc., has entered into a stock purchase
agreement with Lincoln Park Capital Fund, LLC, a Chicago-based
institutional investor, whereby Lincoln Park committed to invest,
at the Company's sole option, up to $15.3 million of equity
capital over the term of the purchase agreement including an
initial investment of $300,000.

Roger Duffield, chief executive officer of Plandai, commented on
the agreement, "This agreement with Lincoln Park gives Plandai the
flexibility to access capital over the next few years at
prevailing market prices and as the need arises.  As we enter into
production and commence sales in the coming months, it is
important to have a strong balance sheet and the ability to
continue our research in green tea, citrus and to brand our
cannabis extracts under the Diego Pellicer Gold label."

During the 30-month term of the stock purchase agreement the
Company, at its sole discretion, has the right to sell to Lincoln
Park up to an additional $15 million of its common stock, in
amounts as described in the agreement and subject to certain
conditions, which include the effectiveness of a registration
statement with the U.S. Securities and Exchange Commission
covering the sale of the shares that may be issued to Lincoln
Park.  The Company controls the timing and amount of any future
investment and Lincoln Park is obligated to make purchases, if and
when the Company decides, in accordance with the purchase
agreement.

There are no upper limits to the price Lincoln Park may pay to
purchase Plandai common stock and the purchase price of the shares
related to any future investments will be based on the prevailing
market prices of the Company's shares immediately preceding the
notice of sale to Lincoln Park.  Lincoln Park has agreed not to
cause or engage in any manner whatsoever, any direct or indirect
short selling or hedging of the Company's shares of common stock.
The agreement may be terminated by the Company at any time, at its
sole discretion, without any monetary cost.  The proceeds from
this investment will be used for research, product development,
marketing and general operating purposes.

A more detailed description of the agreement is set forth in the
Company's Current Report on Form 8-K, a copy of which is available
for free at http://is.gd/THJnjW

A copy of the Purchase Agreement, dated as of Feb. 4, 2014, by and
between Plandai Biotechnology, Inc., and Lincoln Park Capital
Fund, LLC, is available for free at http://is.gd/3u6KLy

                            About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

Plandai incurred a net loss of $2.96 million on $359,143 of
revenues for the year ended June 30, 2013, as compared with a net
loss of $3.83 million on $74,452 of revenues during the prior
fiscal year.  The Company's balance sheet at Sept. 30, 2013,
showed $8.89 million in total assets, $13.11 million in total
liabilities and a $4.22 million deficit allocated to the Company.

As reported by the TCR on Feb. 4, 2014,  Terry L. Johnson, CPA,
replaced Patrick Rodgers, CPA, P.A., as the Company's independent
accountant.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company has incurred losses since
inception, has a negative working capital balance at June 30,
2013, and has a retained deficit, which raises substantial doubt
about its ability to continue as a going concern.


PLAYA HOTELS: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B' corporate
credit rating on parent guarantor Playa Hotels & Resorts B.V.  The
outlook is stable.

At the same time, S&P affirmed its 'B-' issue-level rating (one
notch below the corporate credit rating) on Playa Resorts Holding
B.V.'s $350 million senior unsecured notes due 2020, following the
$50 million add-on.  The recovery rating on this debt is '5',
indicating S&P's expectation for modest (10% to 30%) recovery for
lenders.  The company plans to use proceeds from the proposed add-
on senior notes primarily to fund an expansion of its renovation
plans to develop 69 additional rooms at Hyatt Ziva Rose Hall in
Jamaica (for a total of 620 rooms upon reopening planned for late
2014), and to upgrade the energy infrastructure and other
amenities at the property.

The 'BB-' issue-level rating and '1' recovery rating on the
secured credit facility (consisting of a $25 million revolver due
2018 and a $375 million term loan due 2019) are unchanged.

The rating affirmation reflects S&P's expectation that EBITDA
coverage of cash interest expense will remain adequate--in the
high-1x area in 2014 and the low-2x area in 2015--and that Playa
is likely to maintain adequate liquidity to complete significant
renovations through 2015.  S&P's expectation for adequate
liquidity incorporates additional debt related to the add-on notes
to fund the Jamaican resort development expansion, and a
meaningful lowering of S&P's 2014 EBITDA forecast (compared with
our previous one).  The lowered EBITDA forecast results from the
temporary closure of the company's Dreams Cancun and Dreams Puerto
Vallarta properties for renovation in the second half of 2014, a
longer than anticipated renovation disruption at the Jamaican
property, and the potential for the 5% increase in the value-added
tax in Mexican border states implemented in January 2014 to
negatively impact Playa's cash flow.

S&P's rating on Playa reflects its assessment of the company's
financial risk as "highly leveraged," based on its expectation for
the ratio of total debt to EBITDA to be about 8x in 2014 and
improve to the low-6x area in 2015, partially offset by S&P's
expectation for EBITDA coverage of cash interest expense to be in
the high-1x area in 2014 and improve to the low-2x area in 2015.
Including an aggregate of $275 million of 10% pay-in-kind (PIK)
preferred equity that S&P treats as debt-like, total adjusted debt
to EBITDA would be in the mid-11x area in 2014 and in the low-9x
area in 2015, and EBITDA coverage of total interest and PIK
dividends would be in the low-1x area over the next two years.
Debt-like features of the preferred equity include a maturity date
one year after the senior unsecured notes mature in 2020 and a
high PIK rate for preferred dividends, which can motivate a
company to refinance preferred shares, often with debt.  However,
the Hyatt preferred equity terms also include Playa's right to
require Hyatt to redeem (or at Hyatt's election to convert to
common equity) up to $125 million of its $225 million preferred
share position with proceeds from a future IPO or other equity
raise.  In addition, there is a debt incurrence covenant in the
proposed bank facility that will restrict Playa's ability to
refinance a significant portion of the preferred equity with debt.
Also, S&P views the large Hyatt preferred investment in Playa as
supportive and the non-cash PIK dividend increases the company's
near-term financial flexibility.

"Our rating on Playa reflects our assessment of the company's
business risk as "weak," based on limited geographic and business
diversity compared with other global leisure companies, high
volatility over the lodging cycle, and travel-related event risk
in the company's Mexican and Caribbean resort markets.  We also
take into account the high levels of competition for leisure
discretionary spending as well as the integration, renovation, and
rebranding risks associated with the acquisition of the resorts
(three of which face significant renovations) and the launch of
two new Hyatt all-inclusive resort brands.  In addition, following
the acquisition of the eight all-inclusive resorts from Playa's
predecessor, Playa terminated two management contracts starting in
mid-2014 at resorts that AMResorts currently manages, and Playa
will begin to manage these resorts itself.  These risks are
partially offset by an experienced management team and a good
position in, and the increasing popularity of, the all-inclusive
resort vacation market.  Playa's portfolio of 13 all-inclusive
resorts also includes the four resorts and a management company
purchased in 2013 from BD Real Resorts, and the resort in
Jamaica," S&P noted.


RADIOSHACK CORP: Donald Smith & Co Stake at 10% as of Dec. 31
-------------------------------------------------------------
Donald Smith & Co., Inc., and its affiliates disclosed in a
regulatory filing with the U.S. Securities and Exchange Commission
that as of Dec. 31, 2013, they beneficially owned 10,042,423
shares of common stock of RadioShack Corp. representing 10.03
percent of the shares outstanding.  A copy of the Schedule 13G is
available for free at http://is.gd/1s4tXP

                    About Radioshack Corporation

RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com
-- is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.60 billion in total
assets, $1.21 billion in total liabilities and $394 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 26, 2013, Standard & Poor's Ratings
Services raised the corporate credit rating on the Fort Worth,
Texas-based RadioShack Corp. to 'CCC+' from 'CCC'.  "The upgrade
reflects an improved liquidity position with a recent financing
that increased funded debt by $125 million and increased the
company's revolving credit borrowing capacity, which improved
the company's liquidity by approximately $200 million," said
credit analyst Charles Pinson-Rose.

In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on
RadioShack Corporation.  The IDR reflects the significant decline
in RadioShack's profitability and cash flow, which has become
progressively more pronounced over the past two years.

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.


SABINE OIL: Moody's Changes Outlook on 'B3' CFR to Stable
---------------------------------------------------------
Moody's Investors Service changed Sabine Oil & Gas LLC's rating
outlook to stable from negative. Moody's affirmed its B3 Corporate
Family Rating (CFR), its B3-PD Probability of Default Rating
(PDR), its Caa1 second lien term loan rating, and its Caa2
unsecured notes rating. Moody's also assigned a SGL-3 Speculative
Grade Liquidity Rating to Sabine.

"Sabine's 2013 operating performance has alleviated Moody's
concerns regarding tight liquidity and Sabine's ability to deliver
higher liquids volumes from acquired properties, which drove its
negative outlook," commented Andrew Brooks, Moody's Vice
President. "However, concerns regarding high debt levels relative
to production and cash flow persist."

Ratings affirmed:

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

Senior Secured Bank Credit Facility Apr 7, 2016, Affirmed Caa1,
58-LGD4

Senior Unsecured Regular Bond/Debenture Feb 15, 2017, Affirmed
Caa2, 90-LGD6

Rating assigned:

Speculative Grade Liquidity Rating, assigned SGL-3

Outlook, Changed To Stable From Negative

Ratings Rationale

Sabine's B3 Corporate Family Rating reflects its growing size and
scale, with production having reached approximately 31,000 barrels
of oil equivalent (Boe) per day in 2013's third quarter, up from
21,000 Boe per day in 2012's comparable quarter. The composition
of that production has also gained in value with liquids growing
to 31% of total third quarter volumes up from 14% in 2012's third
quarter, resulting in more than a five-times increase in oil
production revenues alone. Funding this production growth has
required additional borrowings under the company's revolving
credit facility, temporarily moderating the progression of
improved leverage metrics from 2012 to 2013 relative to proved
developed reserves, production and cash flow.

Sabine's SGL-3 Speculative Grade Liquidity Rating reflects Moody's
expectation of adequate liquidity through 2014. Moody's expect
Sabine to outspend operating cash flow in 2014, which should be
covered by availability under its secured borrowing base revolving
credit facility. At September 30, 2013, $388 million was
outstanding under the facility. The borrowing base was
redetermined upwards to $675 million in November, then reduced by
$55 million reflecting Sabine's December sale of its Cleveland
Sands asset; however, proceeds from the sale added a net $140
million of liquidity. The revolving credit facility is scheduled
to expire in April 2016; it contains two financial covenants -- a
current ratio and interest coverage -- both of which Sabine was in
compliance with at September 30.

Sabine, previously known as NFR Energy LLC, is a privately held
exploration and production (E&P) company whose operations are
focused in the Eagle Ford Shale, the Granite Wash, and the Cotton
Valley Sand and Haynesville Shale in East Texas. Sabine began
operations in 2007, originally funded by First Reserve Corporation
and by a subsidiary of Nabors Industries Ltd. Effective December
2012, First Reserve acquired 100% of Nabors's interest in Sabine's
parent holding company, making First Reserve the 99.6% owner of
Sabine. In December 2012, Sabine acquired TLP Energy LLC (TLP) for
$736 million, which added a liquids-rich reserve base in the
Granite Wash and Cleveland Sands plays, as well as certain Eagle
Ford assets. In December 2013, Sabine sold the Cleveland Sands
assets for $195 million.

While its December 2012 acquisitions added basin diversity and
furthered production gains, the cost of the acquisition together
with an outspend of cash flow increased the company's debt
leverage. At September 30, debt to average daily production and
proved developed reserves at $54,055 and $16.43 per Boe,
respectively, were relatively unchanged from2012's levels.
However, a continued progression of expected production gains
points towards debt on production improving to the mid-$40,000 per
Boe into 2014. Retained cash flow (RCF) to debt is weak at 13%,
but should improve as higher valued liquids production grows.

The stable rating outlook is based on expected growth in
production and proved reserves that builds on the growth Sabine
achieved in 2013, both organically and through its success in
executing on asset acquisitions, and on the successful management
of its liquidity position. This stable assessment is somewhat
tempered by the company's elevated leverage metrics. A rating
upgrade is possible presuming leverage on production approaches
$40,000 per Boe and if RCF to debt exceeds 20%, conditioned upon
the company maintaining solid liquidity. The ratings could be
downgraded if Sabine's capital productivity does not sustain the
production and cash flow growth necessary to reduce its leverage
metrics. RCF to debt dropping towards 10% could also result in a
downgrade.

Sabine's borrowing base revolving credit facility is secured on a
first-lien basis by substantially all of the company's assets. Its
$650 million senior secured second-lien term loan is secured by a
second-lien on the company's assets, while the $350 million senior
notes due 2017 are unsecured and guaranteed on senior unsecured
basis by Sabine's operating subsidiaries. The size of the first
and second lien secured claims relative to Sabine's outstanding
senior unsecured notes results in the second-lien term loan being
rated Caa1 and the senior unsecured notes rated Caa2, one notch
and two notches, respectively, beneath the B3 CFR under Moody's
Loss Given Default Methodology.

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

Sabine Oil & Gas LLC is a privately owned E&P company
headquartered in Houston, Texas.


SALEM, NJ: Moody's Confirms 'B3' Rating on $15-Mil. GO Bonds
------------------------------------------------------------
Moody's Investors Service has confirmed the Ba3 rating on $15
million of the City of Salem's (NJ) General Obligation bonds. The
outlook is stable. The bonds are secured by the city's General
Obligation, unlimited tax pledge.

The city's rating was placed under review with direction uncertain
on December 27, 2013, prompted by a lack of sufficient financial
information, which Moody's have subsequently received, for fiscal
2012.

Summary Rating Rationale

The confirmation of the Ba3 rating reflects the large and possibly
unaffordable guaranty the city pledged for debt issued to fund an
office project. The city has provided budgetary support to the
project in recent years. Debt service is expected to escalate
significantly beginning in 2027 and the size of the liability
relative to the city's budget poses risks of significant
bondholder loss in the future. The rating also encompasses the
city's limited financial position and very weak tax base and
demographic profile .

The stable outlook incorporates the steps the project has taken
toward covering its own debt service through renegotiated leases
and cost-cutting. Moody's  expect debt service on the city-
guaranteed debt to be paid from the project's operations for the
near term.

Strengths

-- Strides made toward self-sustainability of city-guaranteed
    project

-- Demonstrated city willingness to honor GO guaranty

Weaknesses

-- Long amortization schedule on city-guaranteed debt

-- Significant uncertainty of out-year lease payments to support
    debt service on city-guaranteed debt

-- Limited ability to honor GO guaranty in full

What Could Move the Rating UP:

-- Long-term prospects for city-guaranteed debt to become
    permanently self-sustaining

-- Demonstrated ability to meet GO guaranty if called in full

What Could Move the Rating DOWN:

-- Loss of tenant or increase in costs leading to call on city
    GO guaranty

-- Demonstration of a lack of willingness to meet GO guaranty if
    called

Rating Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.


SEARS HOLDINGS: B. Berkowitz Stake at 22.8% as of Jan. 31
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Bruce R. Berkowitz and his affiliates
disclosed that as of Jan. 31, 2014, they beneficially owned
24,226,073 common shares of Sears Holdings Corporation
representing 22.8 percent of the shares outstanding.  Mr.
Berkowitz previously held beneficial ownership of 18,146,573
common shares or 17.1 percent equity stake as of Dec. 31, 2012.  A
copy of the regulatory filing is available for free at:

                        http://is.gd/nrqNGd

                             About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Nov. 2, 2013, showed $20.20 billion
in total assets, $17.88 billion in total liabilities and $2.32
billion in total equity.

                           Junk Rating

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."


SRAM LLC: S&P Revises Outlook on 'BB-' CCR to Negative
------------------------------------------------------
Standard & Poor's Ratings Services revised its 'BB-' corporate
credit rating outlook on SRAM LLC to negative from stable.

At the same time, S&P affirmed the 'BB-' corporate credit rating
and the 'BB-' issue-level rating on the company's senior secured
credit facilities (consisting of a $50 million senior secured
revolving credit facility due 2018 and a $715 million senior
secured term loan due 2020).  The recovery rating on this debt
remains '4', indicating S&P's expectation for average (30% to 50%)
recovery for lenders in the event of a payment default.

"The outlook revision to negative reflects our expectation for
operating performance and leverage measures in 2014 to be weaker
than previously forecast," said Standard & Poor's credit analyst
Stephen Pagano.  "This is primarily the result of anticipated flat
demand in 2014 for SRAM's components following poor weather
conditions that lowered sales of bicycles in the U.S. and Europe,
causing a buildup in inventory at retailers in 2013," added
Mr. Pagano.

Although S&P believes bicycle retailers have largely worked off
excess inventory, it expects some residual pressure on SRAM's
revenue and EBITDA this year.  Revenue declined 2% and EBITDA
declined 10%, and total lease adjusted debt to EBITDA increased to
5.1x in 2013, mostly as a result of lower demand from the
inventory buildup.


ST. FRANCIS' HOSPITAL: Health Quest Nets $1MM From Failed Deal
--------------------------------------------------------------
St. Francis' Hospital, Poughkpeepsie, New York, et al., on
Feb. 10, 2014, filed notice of their intention to cancel the
auction for the sale of substantiallly all of the Debtors' assets,
and to accept a higher and better bid from Westchester County
Health Care Corporation.

Health Quest Systems, Inc., which had served as stalking horse
bidder, has agreed to abide by the decision of the Debtors to
cancel the auction.

The Debtors and HQ have agreed to terminate the Asset Purchase
Agreement, dated as of Dec. 17, 2013 as amended, pursuant to the
terms of a stipulation.

In accordance with the APA and the Supplemental Order Authorizing
and Approving Sale Procedures in Connection with the Proposed Sale
of Substantially all of the Debtors' Assets and Granting Other
Related Relief:

     (i) upon the closing of the Alternative Transaction with
         WCHCC (or, if a closing of the Alternative Transaction
         with WCHCC shall fail to occur, upon the closing of any
         subsequent Alternative Transaction with any other party
         other than HQ), HQ will have an allowed administrative
         expense claim entitled to priority under Sections
         503(b)(1) and 507(a)(1) of the Bankruptcy Code for
         $1,000,000, representing the aggregate total amount of
         the Break-Up Fee and Expense Reimbursement that was
         approved by the Court; and

    (ii) upon such closing, the Debtors will pay to HQ by wire
         transfer of immediately available funds the $1,000,000,
         in full satisfaction and release of the Allowed
         Administrative Expense Claim and any claims HQ may have
         against the Debtors' estates in connection with the APA
         and the sale process, and HQ shall have no other claims
         or recourse against the Debtors' estates relating to the
         sale process or the APA.

The Debtor will appear before the Court today, Feb. 18, to seek
approval of the sale to WCHCC.

As reported by The Troubled Company Reporter, the Debtors intended
to sell their 333-bed acute-care facility in a deal valued at
$24.2 million to HQ, absent higher and better offers.  According
to the Debtors' counsel, Christopher M. Desiderio, Esq., at Nixon
Peabody LLP, in New York, the terms of the WMC asset purchase
agreement are substantially and materially better than those
provided for in the stalking horse APA for all parties-in-
interest.  Under the WMC APA, Westchester will assume certain
liabilities, plus pay $3,500,000 in cash at closing to cover the
break-up fee of $1,000,000 and Administrative Costs of $2,500,000.
The WMC APA also provides for the exchange of bonds in the amount
of $27,352,000 at 5.00%.

Mr. Desiderio adds that the Stalking Horse could not provide any
bid which would be both higher and better than the WMC APA because
of substantial closing risks associated with a transaction with
the Stalking Horse.  Based upon conversations with both the
Federal Trade Commission and the New York State Office of the
Attorney General it is apparent to the Debtors and their
professionals that the Stalking Horse would neither never be
permitted to close a sale with the Debtors, or would face
significant difficulties in doing so, in light of the fact that
the Debtors received a bid for the assets from a party other than
the Stalking Horse, Mr. Desiderio says.  In light of these
obstacles, the Debtors determined that accepting the WMC APA as
the "highest and best" offer for the Purchased Assets absent an
auction was appropriate, and indeed necessary.  Further, the
prospect of holding a "sham" auction between two bidders would be
a tremendous waste of time and estate resources, Mr. Desiderio
adds.

The WMC APA also provides that WMC will loan or arrange for the
loan of funds to retire the DIP at closing, up to a limit of
$17,600,000, secured by the Accounts Receivable.  Any DIP
obligation in excess of $17,600,000 will be paid by the estate.
Moreover, WMC will provide a loan in the amount of $250,000 as a
"Final Payment" on Bonds to be used to initially capitalize the
liquidating trust of the Estate.

James P. Lagios, Esq. -- jlagios@icrh.com -- at Iseman,
Cunningham, Riester & Hyde, LLP, represents Health Quest Systems,
Inc.

                    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 are represented by Christopher M. Desiderio, Esq.,
Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody
LLP, in New York.  Their financial adviser is CohnReznick Advisory
Group; and the investment banker is Deloitte Corporate Finance
LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.


ST. FRANCIS' HOSPITAL: To Have Patient Care Ombudsman
-----------------------------------------------------
The U.S. Bankruptcy Court denied the request of St. Francis'
Hospital, Poughkeepsie, New York et al., for an order waiving the
appointment of a patient care ombudsman.  The Court determined
that the Debtors did not met their burden to show that such an
appointment is unnecessary.

The Court directed William K. Harrington, the United States
Trustee for the Southern District of New York, to appoint a
patient care ombudsman in the Debtors' cases pursuant to 11 U.S.C.
Sec. 333, provided however, that the appointment will not apply to
Saint Francis Health Care Foundation, Inc.

The Court further ordered that the Ombudsman will perform the
duties required of a patient care ombudsman, pursuant to sections
333(b) and (c), and may apply for reasonable compensation for
actual and necessary services rendered as well as reimbursement
for actual and necessary expenses incurred, pursuant to section
330, after application to the Court, notice and court order.

The Debtors had argued that a patient care ombudsman is not
required because the ombudsman would merely duplicate -- at a
substantial expense -- the internal quality management procedures
and internal and external oversight already in place, and that in
view of what they expect to be a relatively fast tracked sale of
their assets to another hospital facility, any input from an
ombudsman would likely be rendered moot.

The U.S. Trustee, however, held that the fundamental purpose of
the appointment of a patient care ombudsman in a bankruptcy case
is to ensure that there is an independent and disinterested party
focused exclusively on monitoring the quality of patient care
provided to patients and protecting patient interests.  The fact
that the Debtors anticipate that the hospital facilities will be
sold in a relatively short period of time does not obviate the
need for the appointment of an independent and disinterested party
to monitor patient care and report to the Court regarding the
quality of the patient care.  Moreover, in contrast to the
Debtors' management who must now concentrate on the sale process
and all the other administrative duties that must be performed by
a debtor-in-possession, an ombudsman's focus will be solely on
representing the interests of the patients.

Further, contrary to the Debtors' assertion, a patient care
ombudsman will not duplicate the internal and external patient
care controls already utilized by the Debtors.  A patient care
ombudsman will monitor the quality of patient care provided to
patients, to the extent necessary under the circumstances,
including interviewing patients and physicians.  Significantly, no
other entity is tasked with reporting to the Court at a hearing or
in writing -- not later than 60 days after being appointed -- the
quality of patient care provided to the Debtors' patients.

Should the ombudsman determine that the quality of patient care
provided to patients is declining significantly or is otherwise
materially compromised; no other party is specifically charged
under the Bankruptcy Code with filing a motion or written report
about such a situation.

Accordingly, because the Debtors have not met their burden of
proof to demonstrate that the appointment of a patient care
ombudsman is not necessary for the protection of patients, the
Court should deny the Motion and direct the U.S. Trustee to
appoint an Ombudsman, the U.S. Trustee said.

               U.S. Trustee Names Barry Liss as PCO

Mr. Harrington filed a motion seeking to employ Barry Liss of
Gibbons, P.C. as patient care ombudsman in the Debtors' case.

Barry Liss attests that he is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

Mr. Liss is required to provide these services:

(1) monitor the quality of patient care provided to patients of
    the debtor, to the extent necessary under the circumstances,
    including interviewing patients and physicians;

(2) not later than 60 days after the date of this appointment, and
    not less frequently than at 60- day intervals thereafter,
    report to the court after notice to the parties in interest,
    at a hearing or in writing, regarding the quality of patient
    care provided to patients of the debtor; and

(3) if such ombudsman determines that the quality of patient care
    provided to patients of the debtor is declining significantly
    or is otherwise being materially compromised, file with the
    court a motion or a written report, with notice to the parties
    in interest immediately upon making such determination.

Barry Liss' current hourly rate is $450.

Trial attorney Eric J. Small represents the U.S. Trustee.

The Patient Care Ombudsman can be reached at:

         Barry Liss
         Gibbons, P.C.
         One Gateway Center
         Newark, NJ 07102-5310
         Tel: 973-596-4483
         Fax: 973-639-6382
         E-mail: Bliss@gibbonslaw.com

                 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.

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.

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.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.


STOCKTON, CA: Hearing on Debt-Adjustment Plan Moved to May 12
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Stockton, California's debt-adjustment plan is set to go
before a judge for approval at a May 12 hearing under a revised
schedule laid down by the U.S. Bankruptcy Court in Sacramento. The
hearing had been set for March.

According to the report, the principal issue will be the different
treatment of creditors, a question U.S. Bankruptcy Judge
Christopher M. Klein avoided addressing in June when he wrote an
opinion finding Stockton eligible for Chapter 9 municipal
bankruptcy.

Through mediation by another bankruptcy judge, the city hammered
out an agreement with all major creditors other than Franklin
Resources Inc.'s high-yield bond funds, the report related.  Even
if Franklin votes against the plan, there will be enough other
"yes" votes for the class to support plan approval, the city said.

Under the revised schedule, Franklin is due to file papers laying
out its opposition on Feb. 26, the report related.  Examinations
of witnesses under oath will be completed by March 14, with
examinations of experts finished by April 8.

If the city overcomes Franklin's opposition, municipal pensions
will be paid in full, while other creditors will get smaller
recoveries, the report said.  Stockton said its citizens support
the plan because they voted in favor of a sales-tax increase
included in the proposal.
Objections to confirmation must be served on these parties:

   i. John M. Leubberke, City Attorney's Office, 425 N. El Dorado
Street, 2nd Floor, Stockton, CA 95202,
John.Luebberke@stocktongov.com ;

  ii. Marc A. Levinson, Orrick, Herrington & Sutcliffe LLP, 400
Capitol Mall, Suite 3000, Sacramento, CA 95814-4497,
malevinson@orrick.com (counsel to the City);

iii. Steven H. Felderstein, Felderstein, Fitzgerald, Willoughby &
Pascuzzi LLP, 400 Capitol Mall, Suite 1750, Sacramento, CA 95814,
SFelderstein@ffwplaw.com (counsel to the Retirees Committee);

  iv. Debra A. Dandeneau, Weil, Gotshal & Manges LLP, 767 Fifth
Avenue, New York, NY 10153, Debra.dandeneau@weil.com (counsel to
NPFG);

   v. Jeffrey E. Bjork, Sidley Austin LLP, 555 West 5th Street,
Los Angeles, CA 90013, jbjork@sidley.com (counsel to Assured
Guaranty);

  vi. David Dubrow, Arent Fox LLP, 1675 Broadway, New York, NY
10019-5820, david.dubrow@arentfox.com (counsel to Ambac);

vii. James O. Johnston, Jones Day, 555 South Flower Street,
Fiftieth Floor, Los Angeles, CA 90071, jjohnston@jonesday.com
(counsel to Franklin);

viii. William K. Kannel, Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., One Financial Center, Boston, MA 02111,
wkannel@mintz.com (counsel to the indenture trustee); and

  ix. Michael J. Gearin, K&L Gates LLP, 925 Fourth Avenue, Suite
2900, Seattle, WA 98104, michael.gearin@klgates (counsel to
CalPERS).

                           Modified Plan

Stockton filed its First Amended Plan for the Adjustment of Debts
on Nov. 15, 2013, and a Modified Disclosure Statement on Nov. 21.

Holders of general unsecured claims (Class 12), including retiree
health benefit claimants, will be paid a percentage of their
claims equal to the unsecured claim payout percentage (unless the
amount of the retiree health benefit claims changes, that
percentage will be equal to 0.93578% (i.e., $5,100,000 divided by
$545,000,000) or such other amount as is determined by the
Bankruptcy Court before confirmation of the Plan to constitute a
pro-rata payment on such other general unsecured claims.
According to the City, that is all it can afford to pay and still
maintain even a bare minimum level of City services.

Retirees who are receiving a CalPERS pension but no health
benefits from the City will not be affected by the Plan.  Retirees
who are receiving a CalPERS pension plus health benefits will have
their health benefits eliminated.

Current employees of the City have also agreed to forego health
benefits in retirement, which, along with changes in compensation,
results in the loss of their retirement "spike" and reduces their
post-employment benefits by 30% to 50%.  The loss of retiree
health benefits is a substantial concession of approximately
$1 billion that has already been agreed to without compensation
for this loss.  In addition, most current employees hired before
Jan. 1, 2013, have also agreed to a 7% to 30% reduction in
pensionable compensation, which will reduce their future CalPERS
pension from what it otherwise would have been.

A copy of the Modified Disclosure Statement is available at:

        http://bankrupt.com/misc/cityofstockton.doc1215.pdf

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


SUNLAND INC: Peanut Butter Processing Plant to Be Sold March 5
--------------------------------------------------------------
The bankruptcy trustee in the Chapter 7 case of Sunland Inc. will
sell by auction the peanut butter processing plant in Portales,
New Mexico.  The sale includes property, plant and equipment,
inventory and 69+ acre land.  Bids are due 4:30 p.m. on March 5,
2014.

For available asset information, minimum qualifying bid and
complete bidding procedures, contact mwells@walkerlawpc.com

Portales, N.M.-based Sunland, Inc., on Oct. 8, 2013, initiated
proceedings under Chapter 7 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of New Mexico.  The case
docket number is 13-13301-7.

Operations at Sunland's plant have ceased.  The Chapter 7 trustee
has taken possession of the company's property, plant and
equipment, and wind up the company's affairs.  All future decision
to operate, sell or otherwise liquidate the company's plant and
other assets will be made as part of the bankruptcy proceedings by
the Trustee, not by the company or its management.

The filing was precipitated by a series of difficult events over
the past year that negatively impacted the company's finances.
Sunland voluntarily recalled all of its products in October 2012,
a precautionary measure with enormous financial consequences.
Subsequent administrative actions by the Food and Drug
Administration and Sunland's own commitment to re-double its
efforts in the areas of food safety and quality control resulted
in the prolonged shutdown of the company's manufacturing facility
to allow for necessary renovations to its facility and the
implementation of new food safety procedures. In May 2013, Sunland
received authorization to resume full operations. Despite resuming
operations, ongoing financial and liquidity challenges made it
necessary for the company to file for bankruptcy under Chapter 7
of the Bankruptcy Code.

Dan Flynn, writing for FoodSafetyNews.com, reported in December
that the membership-based warehouse club, Issaquah, WA-based
Costco, played a major role in Sunland's bankruptcy when it
unilaterally terminated the parties' deal.

Mr. Flynn said Sunland began planning as early as April 2012 for a
possible reorganization, which would have allowed it to continue
operations like airlines often do.

Mr. Flynn also reported that Costco sought possession of $20
million worth of peanuts currently in storage at Sunland, and
Sunland wanted Costco to pay it $4 million for previously
delivered shelled and bagged peanuts and for finished peanut
butter, also in storage.  A Dec. 23 hearing was set on the matter.

Logan Hawkes, writing for SouthWestFarmPress.com, meanwhile
reported in December that U.S. Bankruptcy Court Judge David Thuma
cleared the way for the plant's door to reopen on a limited basis
to help clear some of the plant's assets.  Specifically, court
officials say the plant has been granted authority to reopen with
a limited crew in order to move product inventory to the company's
existing customers and to maintain plant equipment that was
purchased about a year before the plant was shut down after it was
linked to a nationwide salmonella outbreak.

Mr. Hawkes said Sunland Trustee Clarke Coll made the request to
the court arguing it was in the best interest of all parties
involved in the bankruptcy protection case.  The report said it
remains unclear how many workers might return to work, but
officials close to the case say the number of workers under terms
of the court action will probably be limited to a skeleton crew.

According to the judge's order, Sunland trustees are authorized to
operate the plant in a limited capacity but can not process
peanuts or peanut products. The court further granted a period not
to exceed one year for temporary operations.


SWA BASELINE: Seeks Authority to Use Cash Collateral
----------------------------------------------------
SWA Baseline, LLC, seeks authority from the U.S. Bankruptcy Court
for the District of Arizona to use cash collateral to meet
ordinary and necessary business expenses that will be incurred in
maintaining and preserving the 14.53-acre business campus located
at 708 West Baseline Road, in Mesa, Arizona.

Alliance Bank of Arizona, the Debtor's prepetition secured lender,
currently claims to be owed $16.6 million under the terms of the
Debtor's prepetition loan.

The Debtor believes that Alliance's interest in the Cash
Collateral will be adequately protected by the equity that exists
in the Debtor's assets, and by the ongoing funding of necessary
maintenance and security at the Campus.  The Debtor's counsel,
Steven N. Berger, Esq., at Engleman Berger, P.C., in Phoenix,
Arizona, says that based on a 2013 appraisal of the Campus
obtained by Alliance, there is equity in the Campus sufficient to
adequately protect Alliance?s interests.  Mr. Berger adds that the
value of the Campus is stable and improving.  The Debtor also
reasonably anticipates additional income of more than $320,000
during the first half of 2014.

A full-text copy of the Cash Collateral Motion with a proposed 90-
day budget is available at http://bankrupt.com/misc/SWAcashcol.pdf

SWA Baseline, LLC, a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101(51B), filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-01418) on Feb. 5, 2014.  Andrew J.
Briefer signed the petition as designated representative.  Patrick
A. Clisham, Esq., at Engelman Berger PC, in Phoenix, serves as the
Debtor's counsel.  The Hon. Brenda Moody Whinery oversees the
case.


SYNARC-BIOCORE HOLDINGS: Moody's Assigns B2 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2-PD Probability of Default Rating to Synarc-BioCore
Holdings, LLC, ("BioCore") a newly formed entity that will be
formed by the merger of BioClinica, Inc. ("BioClinica") and CCBR-
SYNARC ("SYNARC"). Moody's assigned a B1 to the proposed $265
million first lien credit facility and a Caa1 to the proposed $100
million second lien term loan. The proceeds of the proposed loans
will be used to refinance existing debt of BioClinica and SYNARC
and pay a dividend to shareholders. This is the first time Moody's
has rated BioCore. The outlook is stable.

Ratings Assigned:

Corporate Family Rating, at B2

Probability of Default Rating, at B2-PD

$40 million revolving credit facility, B1 (LGD3, 33%)

$225 million first lien term loan, B1 (LGD3 33%)

$100 million second lien term loan, Caa1 (LGD5, 86%)

The outlook is stable.

Ratings Rationale

The B2 rating is constrained by BioCore's small absolute size and
its significant revenue and backlog concentration within its top
customer. The B2 also reflects the high financial leverage being
assumed to extract a large dividend (about 50% of originally
invested equity), concurrent with integration risk arising from a
significant merger. BioCore's pro forma leverage of approximately
5.7x is highly prospective as it includes estimated synergies from
both the proposed merger between BioClinica and SYNARC as well as
BioClinica's acquisition of CoreLab in 2013. Absent assumed
synergies, pro forma leverage approximated 7.0x. Further, Moody's
expects that the company will continue to be acquisitive.

The ratings are supported by the company's leadership position in
the specialized niche of outsourced imaging services for clinical
trials. Moody's views this as a defensible business that lends
itself well to the outsourced model. While Moody's views BioCore's
other businesses, including Patient Recruitment and eClinical as
more competitive, they offer better potential growth prospects
than the imaging business, which is relatively mature. The ratings
are also supported by Moody's expectation of positive free cash
flow and good cash interest coverage, even after significant
growth capital expenditures (largely related to capitalized
software costs associated with the eClinical business).

Moody's could upgrade the ratings if BioCore gains increased
diversity by customer and grows revenue and EBITDA such that
adjusted leverage is expected to be sustained below 4.0x.

Moody's could downgrade the ratings if BioCore experiences
significant contract cancellations or other business headwinds, or
fails to achieve assumed synergies, such that adjusted leverage is
expected to be sustained above 6.0x or if there is any material
weakening of liquidity. Further acquisitions or dividends that
raise leverage could also lead to a downgrade.

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

Synarc-BioCore Holdings, LLC is a leading provider of specialized
services to the pharmaceutical industry with a focus on clinical
imaging. The company also offers clients cardiovascular solutions
(such as electrocardiograms), patient recruitment and software and
technology products used to enhance clinical trial speed and
results. The company will be owned by private equity firms JLL
Partners and Water Street Healthcare Partners.


SYNARC-BIOCORE HOLDINGS: S&P Gives B- CCR & Rates $265MM Debt B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to U.S.-based specialty clinical research
outsourcing service provider Synarc-BioCore Holdings LLC.  The
outlook is positive.

At the same time, S&P assigned the company's proposed $265 million
first-lien secured credit facilities its 'B-' issue-level rating
(the same as the corporate credit rating), with a recovery rating
of '3', indicating S&P's expectation for meaningful (50%-70%)
recovery for secured lenders in the event of a payment default.
The facility consists of a $40 million revolving credit facility
due 2019 (undrawn at closing) and a $225 million term loan due
2021.

Additionally, S&P assigned the company's proposed $100 million
second-lien secured credit facilities its 'CCC' issue-level rating
(two notches below the corporate credit rating), with a recovery
rating of '6', indicating S&P's expectation for negligible
(0%-10%) recovery for secured lenders in the event of a payment
default.

The company will use the proceeds to repay existing debt and to
pay a dividend to its shareholders, JLL Partners and Water Street
Healthcare Partners.

"The 'B-' corporate credit rating reflects Synarc-BioCore's "weak"
business risk profile and "highly leveraged" financial risk
profile," said credit analyst Tulip Lim.  "Our assessment of
Synarc-BioCore's business risk profile reflects the absence of any
history as a consolidated entity, integration risks, and the
company's narrow focus in the specialized clinical research
outsourcing services niche.  Our "highly leveraged" financial risk
profile reflects our expectation that leverage will remain above
5x over the next two years and that financial policy will remain
aggressive."

The outlook is positive based on S&P's belief that restructuring
charges will wind down and that the combined businesses can
achieve low-single-digit growth, anticipated synergies, and
positive cash flow generation.

Upside Scenario

S&P could raise the rating if Synarc-BioCore manages the
integration well and is on a trajectory to achieve its base-case
projections.  This could occur if the company's revenue grows at a
low-single-digit pace or more, if transaction and restructuring
charges do not exceed $7 million, and if the company makes headway
in reducing duplicative costs and other cost-savings as
anticipated in its plan.

Downside Scenario

S&P could revise the outlook to stable if integration challenges
arise leading to weaker-than-expected performance or erosion of
discretionary cash flow or liquidity.  This could occur if revenue
does not grow at a low-single-digit rate, restructuring charges
rise, or the company does not make progress in improving EBITDA
margins to 22%.


T&M SALVAGE: Files Chapter 22 in Tampa, Florida
-----------------------------------------------
Lisa Gordon, writing for AMM.com, reports T&M Salvage Inc., a
Florida metals recycler, filed for Chapter 11 bankruptcy
protection for a second time, but a court trustee is suggesting
that the company might be better off ceasing operations.

T&M Salvage Inc., based in Mulberry, Florida, filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 14-01264) on Feb. 4, 2014.
Joseph VanBlarcom, Esq., at The Kohl Law Firm, serves as counsel
to the Debtor.  In its petition, T&M Salvage estimated $0 to
$50,000 in assets and $1 million to $10 million in liabilities.
The petition was signed by Adelina McCulley, president.  A list of
the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-1264.pdf

T&M Salvage first filed for Chapter 11 (Bankr. M.D. Fla. Case No.
09-07159) on April 13, 2009.  Patti W Halloran, Esq., at Gibbons,
Neuman, Bello, Segall & Allen, represented the Debtor as counsel
in the 2009 petition.  In the 2009 petition, the Debtor estimated
$1 million to $10 million in both assets and debts.  A list of the
Debtor's 20 largest unsecured creditors in the 2009 bankruptcy is
available for free at: http://bankrupt.com/misc/flmb09-07159.pdf
The 2009 petition was signed by Ms. McCulley.


TALON INTERNATIONAL: Larry Dyne Stake at 7.1% as of Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Larry Dyne disclosed that as of Dec. 31,
2013, he beneficially owned 6,557,697 shares of common stock of
Talon International, Inc., representing 7.1 percent based on a
total of 91,342,215 shares of the Issuer's common stock issued and
outstanding on Dec. 31, 2013.  Mr. Dyne previously reported
beneficial ownership of 6,540,250 common shares as of July 12,
2013.  A copy of the regulatory filing is available at:

                         http://is.gd/arKK47

                      About Talon International

Woodland Hills, Cal.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

Talon International disclosed net income of $679,347 for the year
ended Dec. 31, 2012, as compared with net income of $729,133
during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $14.23
million in total assets, $17.22 million in total liabilities and a
$2.98 million total stockholders' deficit.


TALON INTERNATIONAL: L. Schnell Stake 7.5% as of Dec. 31
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Lonnie D. Schnell disclosed that as of
Dec. 31, 2013, he beneficially owned 6,943,097 shares of common
stock of Talon International, Inc., representing 7.5 percent based
on a total of 91,342,215 shares of the Issuer's common stock
issued and outstanding on Dec. 31, 2013.  Mr. Schnell previously
reported beneficial ownership of 6,540,250 common shares or
7.4 percent equity stake as of July 12, 2013.  A copy of the
regulatory filing is available for free at http://is.gd/d4qkkf

                     About Talon International

Woodland Hills, Cal.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

Talon International disclosed net income of $679,347 for the year
ended Dec. 31, 2012, as compared with net income of $729,133
during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $14.23
million in total assets, $17.22 million in total liabilities and a
$2.98 million total stockholders' deficit.


TAMARACK RESORT: Sheriff's Sale Continues
-----------------------------------------
The sheriff in Valley County, Idaho, continues to sell collateral
as defined in the TRC Whitewater/TCR Village Plaza Mortgage,
according to:

     -- NOTICE OF SHERIFF'S SALE Case No. CV-2013-203C.
        See http://is.gd/bgTMx4

     -- THIRD AMENDED NOTICE OF SHERIFF'S SALE OF (A) INITIAL
        TAMARACK FORECLOSURE PROPERTY AND (B) INITIAL WHITEWATER
        pg 5 of several.  See http://is.gd/NZEnN5

     -- THIRD AMENDED NOTICE OF SHERIFF'S SALE OF (A) INITIAL
        TAMARACK FORECLOSURE PROPERTY AND (B) INITIAL WHITEWATER
        pg 6 of several.  See http://is.gd/BdL0JZ

                     About Tamarack Resort

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

On April 9, 2010, Bankruptcy Judge Terry Myers signed an order
converting Tamarack Resort LLC's involuntary chapter 7 case to a
chapter 11 reorganization.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.

In January 2011, Bankruptcy Judge Terry Myers dismissed Tamarack
Resort's Chapter 11 protection, sending it back to state court
where foreclosure proceedings would eventually proceed to a
sheriff's sale.


TRAVELPORT HOLDINGS: Inks New GDS Agreement with Orbitz Worldwide
-----------------------------------------------------------------
Travelport signed a new long term GDS agreement with leading
online travel agency, Orbitz Worldwide Inc.  Orbitz operates
numerous consumer travel brands including Orbitz.com,
Cheaptickets.com, ebookers and HotelClub.com, and also provides
managed on-line business travel to corporations through Orbitz For
Business solutions.  Terms of the agreement were not disclosed.

"Travelport technology has been the leading provider of airline,
car rental and hotel fares, availability, booking and ticketing
services to Orbitz since its launch in 2001," said Kurt Ekert,
chief commercial officer, Travelport.  "Under this new agreement,
we have plans to work together to supplement this via an upgrade
to Travelport's latest API connectivity - Travelport Universal API
- enabling Orbitz to progressively access and display to its
customers the much wider range of travel content that Travelport
can now provide through its direct connections to a wide variety
of airlines.  The wider range of travel content will include
improved descriptive information on the airline products on offer,
airline fares families, ancillary products (such as paid seats and
other merchandising), as well as a much broader range of hotel
content."

"We have updated our agreement, which dates back to 2007, to meet
the changing needs of Orbitz in its distribution landscape to the
mutual benefit of both parties," Ekert adds.  "Orbitz has always
used a combination of GDSs and other connectivity options and
today's agreement continues this flexibility.  Orbitz will process
the majority of its GDS segments on Travelport for 2014 and we
expect to continue to be a significant GDS provider and technology
partner to Orbitz thereafter."

"Travelport has been an important partner for Orbitz and we are
pleased that they will continue to play a key role in our
technology and travel management needs through this multi-year
agreement.  As we work to keep our online sites the best places to
buy travel, we will use Travelport's new solutions for the
changing airline marketplace," said Chris Orton, Chief Operating
Officer, Orbitz Worldwide.

"Due to the increase in payments payable to Orbitz Worldwide under
the Subscriber Services Agreement in 2014, we expect a negative
impact on our 2014 cash flow attributable to this agreement, and
no impact to our 2014 Adjusted EBITDA," the Company said in
current report filed with the U.S. Securities and Exchange
Commission.  "From 2015 onwards, the combination of increased
payments and greater flexibility for Orbitz Worldwide will have a
greater impact on both our earnings and cash flow.  We expect,
however, growth in other areas of our business to largely mitigate
such negative impact on our financial results," the Company added.

                      About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport Limited incurred a net loss of $236 million in 2012, as
compared with net income of $172 million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed
$3.16 billion in total assets, $4.53 billion in total liabilities
and a $1.36 billion total deficit.

                           *     *     *

As reported by the TCR on May 1, 2013, Standard & Poor's Ratings
Services said that it raised its long-term corporate credit
ratings on Travelport Holdings Ltd. and
indirect primary operating subsidiary Travelport LLC (together,
Travelport) to 'CCC+' from 'SD' (selective default).  The rating
action follows S&P's review of Travelport's business and financial
risk profiles after it downgraded the group to 'SD' on April 16,
2013.


TRINITY COAL: US EPA to Have $4.5MM Allowed Unsecured Claim
-----------------------------------------------------------
Trinity Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Kentucky to approve a stipulation
among the United States of America, the Official Committee of
Unsecured Creditors, Essar Minerals, Inc., and New Trinity Coal,
Inc., allowing the general unsecured claim of the United States on
behalf of the U.S. Environmental Protection Agency.

On June 6, 2012, the United States of America, acting through the
U.S. Department of Justice and at the direction of the U.S.
Environmental Protection Agency, filed a complaint against Frasure
Creek Mining, LLC, Essar, Trinity Coal Corporation, Trinity Coal
Partners, LLC, Bear Fork Resources, LLC, Falcon Resources, LLC,
and Prater Branch Resources, LLC.  The complaint was amended on
Jan. 11, 2013, to add another defendant, Trinity Parent
Corporation.

The United States alleges that beginning in 2005 the defendants
violated and have continued to violate Section 301(a) of the Clean
Water Act by discharging dredged or fill material into waters of
the United States without the permits required by Section 404 of
the CWA to authorize such discharges.  The United States seeks
injunctive relief against all defendants requiring them to cease
discharging dredged or fill material, to complete restoration of
the sites affected by the discharge, or pay for mitigation of the
environmental damage, and also seeks to impose civil penalties
against all defendants, which civil penalties range between a
maximum of $32,500 and $37,500 per day from 2005 to the present.

The salient terms of the stipulation are:

   1. in full settlement and discharge of the covered claims as
against the covered parties, inclusive of any civil penalties and
injunctive relief sought by the United States in the lawsuit, the
United States on behalf of EPA will receive (in addition to the
Agreed Payment) an allowed general unsecured claim against the
estates of the Debtors in the Chapter 11 cases in the amount of
$4,500,000, provided however, that the amount of distributions on
the Allowed Claim will be capped at $700,000 (the recovery amount)
and the United States on behalf of EPA will receive no
distribution in respect of the Allowed Claim in excess of the
recovery amount;

   2. the Allowed Claim will be a general unsecured claim and paid
in the same manner and amount as other general unsecured claims
under Class 6 of Debtors' Joint Plan of Reorganization that are
allowed in the Chapter 11 Cases against the Debtors.  The payments
will be made by FedWire Electronic Funds Transfer to the U.S. DOJ
account in accordance with current electronic funds transfer
procedures; and

   3. upon the Order approving the stipulation becoming a final
order and upon the entry of a consent decree to resolve the
lawsuit, the covered claims will be deemed to have been satisfied
and resolved, provided that if the Covered Parties fail to fully
comply with the terms of the consent decree and agreed order, the
United States retains all rights to enforce the terms of the
consent decree and agreed order.

Parties to the stipulation were represented by: (i) Laura Day
DelCotto, Esq., at Delcotto Law Group PLLC for New Trinity Coal,
Inc. and Essar Minerals, Inc.; (ii) Geoffrey S. Goodman, Esq., at
Foley & Lardner LLP for the Official Committee of Unsecured
Creditors; (iii) C.R. Bowles, Jr., Esq., at Bingham Greenebaum
Doll LLP, and Steven J. Reisman, Esq., at Curtis, Mallet-Prevost,
Colt & Mosle LLP for the Debtors; and (iv) for the United States:
(a) Robert G. Dreher, Esq., Acting Assistant Attorney General,
Environment & Natural Resources Division, (b) Martin F. Mcdermott,
John Thomas H. Do, U.S. Department of Justice, Environmental
Defense Section, and (c) Kerry B. Harvey, U.S. Attorney, Eastern
District of Kentucky.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.  Privately held
multinational conglomerate Essar Global Limited acquired Trinity
Coal in 2010 for $600 million.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.
The Debtors consented to the entry of an order for relief in each
of their respective Chapter 11 cases.

Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L.
Bregman, Esq., and Dienna Ching, Esq., at Curtis, Mallet-Prevost,
Colt & Mosle LLP, in New York, N.Y.; and John W. Ames, Esq., C.R.
Bowles, Jr., Esq., and Bruce Cryder, Esq., at Bingham Greenebaum
Doll LLP, in Lexington, Ky., represent the Debtors as counsel.

Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the
Official Committee of Unsecured Creditors as counsel.  Sturgill,
Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the
Official Committee of Unsecured Creditors as local counsel. Dixon
Hughes Goodman LLP serves as tax accountants.

Trinity Coal on Nov. 8, 2013 won an order confirming its Chapter
11 plan.  Under the Plan, the company will exit Chapter 11 through
a repurchase by Essar Group, the co-proponent of the Plan.  Essar
is reacquiring Trinity by paying secured lenders $56 million
toward claims of some $123 million.  Essar is an Indian business
group controlled by billionaire brothers Shashikant and Ravikant
Ruia.


TXU CORP: 2014 Bank Debt Trades at 31% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 68.38 cents-on-the-
dollar during the week ended Friday, February 14, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.30
percentage points from the previous week, The Journal relates.
TXU Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


UNIVITA HEALTH: Moody's Cuts CFR to Caa1 & Sec. Debt Rating to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded Univita Health Inc.'s
Corporate Family Rating (CFR) to Caa1 from B3 and Probability of
Default Rating (PDR) to Caa1-PD from B3-PD. Concurrently, Moody's
downgraded the rating on Univita's senior secured credit
facilities to B3 from B2. The rating outlook is stable.

The downgrade reflects Moody's expectation that Univita's credit
metrics will remain weak due to lower than anticipated operating
performance. Despite double-digit percentage revenue growth
largely driven by new contract wins within its Integrated Homecare
segment, Unitiva's 2013 EBITDA continued to fall versus the prior
year. As a result, the operating margin percentage declined
precipitously in 2013, following a significant drop in 2012.
Moody's believes the company will continue to face challenges in
its home health segment, including margin pressure from an
escalating utilization rate, slow ramp-up of new contracts that
typically carry lower margins and operational missteps. Also, the
company will likely face difficulties in meeting financial
covenants in the coming quarters due to lower than expected EBITDA
and scheduled tightening of the covenant levels.

The rating actions are as follows:

Rating downgraded:

Corporate Family Rating downgraded to Caa1 from B3

Probability of Default Rating to Caa1-PD from B3-PD

$20 million senior secured revolving credit facility expiring
2016 to B3 (LGD3, 32%) from B2 (LGD 3, 34%)

$203 million senior secured term loan due 2017 to B3 (LGD3, 32%)
from B2 (LGD 3, 34%)

Ratings Rationale

The Caa1 CFR reflects Moody's expectation that the company will
continue to operate with high financial leverage, weak cash flow
and interest coverage. Further constraining the rating is
Unitiva's relatively small scale, geographic concentration and
high customer/product concentration -- all factors that make it
more vulnerable to margin pressure. The rating also incorporates
ongoing execution risks associated with company's growth strategy
and lingering reimbursement pressures facing many of its payors.
Moody's expects that the company's leverage will remain high at
above 6.0 times and interest coverage weak below 1.0x (EBITDA-
Capex/interest) in the near to medium term. Positive rating
consideration is given to Univita's good revenue visibility
associated with its Insurance Administration Services (around 28%
of its total revenues) and stable customer relationships in this
segment.

The stable outlook reflects Moody's expectation that Univita's
EBITDA could stabilize and increase very modestly next year, as it
implements pricing initiatives to offset margin erosion from
utilization rate increase. The reduction of bad debt expense and
continued ramp-up of new contracts should also benefit financial
results. However, we believe that these improvements will take a
considerable amount of time to be realized and the positive impact
from pricing actions could be offset by a further increase in
utilization rates, resulting in only a modest improvement in
credit metrics. The stable outlook also considers the external
liquidity support provided by the sponsor, to backstop otherwise
insufficient liquidity generated from the company's operations. In
2013, the sponsor contributed $10 million to support the company's
liquidity.

The ratings could face downward pressure if Univita is unable to
stabilize margins or reverse its negative free cash flow. Any
deterioration in liquidity, such as a covenant breach could result
in a downgrade. A loss of significant contracts/customers could
also exert negative pressure on ratings. Quantitatively, the
rating could be downgraded if debt/EBITDA increases above 7.5
times or (EBITDA-Capex)/interest falls below 0.5x.

A stabilization of margins and an improvement in credit metrics
leading to sustained leverage below 6.0 times, EBITDA-
Capex/Interest approaching 1.0x and at least breakeven free cash
flow, could result in a positive rating action. An upgrade will
also require at a minimum adequate liquidity.

Headquartered in Eden Prairie, MN, Univita delivers care in the
home settings and operates in four strategic business units.
Univita is majority owned by financial sponsor Genstar Capital,
LLC and management.

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


USEC INC: Dimensional Fund Stake Down to 4.9% as of Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that
as of Dec. 31, 2013, it beneficially owned 246,933 shares of
common stock of USEC Inc. representing 4.99 percent of the shares
outstanding.  Dimensional Fund previously reported beneficial
ownership of 7,633,804 common shares or 6.15 percent equity stake
as of Dec. 31, 2012.  A copy of the regulatory filing is available
for free at http://is.gd/Ypuwc2

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012 as compared
with a net loss of $491.1 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $1.70 billion in total assets,
$2.16 billion in total liabilities and a $462.1 million
stockholders' deficit.

PricewaterhouseCoopers LLP, in McLean, Virginia, 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 reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of September 30, 2013, we had $530 million of convertible notes
outstanding.  Under the terms of our convertible notes, a
"fundamental change" is triggered if our shares of common stock
are not listed for trading on any of the NYSE, the American Stock
Exchange (now NYSE-MKT), the NASDAQ Global Market or the NASDAQ
Global Select Market, and the holders of the notes can require
USEC to repurchase the notes at par for cash.  We have no
assurance that we would be eligible for listing on an alternate
exchange in light of our market capitalization, stockholders'
deficit and net losses.  Our receipt of a NYSE continued listing
standards notification described above did not trigger a
fundamental change.  In the event a fundamental change under the
convertible notes is triggered, we do not have adequate cash to
repurchase the notes.  A failure by us to offer to repurchase the
notes or to repurchase the notes after the occurrence of a
fundamental change is an event of default under the indenture
governing the notes.  Accordingly, the exercise of remedies by
holders of our convertible notes or the trustee of the notes as a
result of a delisting would have a material adverse effect on our
liquidity and financial condition and could require us to file for
bankruptcy protection," the Company said in its quarterly report
for the period ended Sept. 30, 2013.

                           *     *     *

As reported by the TCR on Dec. 18, 2013, Moody's Investors Service
lowered USEC's Corporate Family Rating (CFR) to Ca from Caa1.  The
downgrade follows announcement that USEC has initiated a debt
restructuring plan and intends to file for reorganization under
Chapter 11 of the Bankruptcy Code.


VICTOR TECHNOLOGIES: S&P Puts 'B' CCR on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Victor Technologies Group Inc., including the 'B' corporate
credit rating, on CreditWatch with positive implications.

The CreditWatch placements follow the higher-rated Colfax Corp.'s
announcement that it plans to buy Victor from Irving Place Capital
(IPC) for $947 million.  If all of Victor's outstanding debt is
repaid as part of the transaction, S&P would withdraw the ratings.
However, if Colfax assumes the debt, the rating on the notes would
remain outstanding.  The transaction is subject to customary
closing conditions, including regulatory approvals, and S&P
expects it to close in second-quarter 2014.

"We view Victor's business risk profile as 'weak,' based on its
participation in the highly competitive cutting and welding
industry, with some niche positions offsetting these industry
conditions," said Standard & Poor's credit analyst John Sico.  "We
assess the company's financial risk profile as 'highly leveraged,'
mainly due to the high debt level its financial sponsor owner IPC
has incurred."

S&P plans to resolve the CreditWatch following the close of the
transaction.


VIGGLE INC: Incurs $13.4 Million Net Loss in Q2 2014
----------------------------------------------------
Viggle Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of
$13.40 million on $5.03 million of revenues for the three months
ended Dec. 31, 2013, as compared with a net loss of $12.43 million
on $3.87 million of revenues for the same period during the prior
year.

For the six months ended Dec. 31, 2013, the Company reported a net
loss of $37.68 million on $9.37 million of revenues as compared
with a net loss of $31.89 million on $5.92 million of revenues for
the same period last year.

As of Dec. 31, 2013, the Company had $60.63 million in total
assets, $53.94 million in total liabilities, $37.71 million in
series A convertible redeemable preferred stock, and a $31.02
million total stockholders' deficit.

"The Viggle platform now offers an entertainment experience not
only during a show on the Viggle app, but also before and after an
airing on the Wetpaint properties.  Brand and network advertisers
can now better leverage Viggle Inc.'s end-to-end marketing and
promotions platform to reach a passionate and engaged audience,"
said Greg Consiglio, president and COO of Viggle.



"We continue our improvements in revenue, EBITDA and net
registered users," continued Consiglio.  "Entertainment fans today
have an overabundance of choices, and it's our goal to create the
singular marketing and promotional platform to not only reach them
from an advertiser's perspective, but also to provide the tools
and services they need to take greater control of how they consume
entertainment."

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

                        http://is.gd/jN1yT8

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


VIGGLE INC: Robert Sillerman Stake at 88.2% as of Jan. 29
---------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Robert F.X. Sillerman disclosed that as of
Jan. 29, 2014, he beneficially owned 165,706,640 shares of common
stock of Viggle Inc. representing 88.2 percent of the shares
outstanding.  Mr. Sillerman previously reported beneficial
ownership of 162,308,702 common shares or 87.6 percent equity
stake at Dec. 16, 2013.  A copy of the regulatory filing is
available for free at http://is.gd/Hprous

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  As of Dec. 31, 2013, the Company had $60.63 million
in total assets, $53.94 million in total liabilities, $37.71
million in series A convertible redeemable preferred stock, and a
$31.02 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


WALTER ENERGY: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc.
is a borrower traded in the secondary market at 97.14 cents-on-
the-dollar during the week ended Friday, February 14, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 1.69 percentage points from the previous week, The Journal
relates.  Walter Energy Inc. pays 575 basis points above LIBOR to
borrow under the facility. The bank loan matures on March 14, 2018
and carries Moody's B3 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                About Walter Energy Inc

Walter Energy, Inc. is primarily a metallurgical coal producer
with additional operations in metallurgical coke, steam and
industrial coal, and natural gas.  Headquartered in Birmingham,
Alabama, the company generated $2 billion in revenue for the 12
months ended June 30, 2013.


WATERFRONT OFFICE: Hearing on Rival Plans Set for April 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut issued a
second amended pre-trial order in relation to the confirmation of
the competing Amended Chapter 11 Plans proposed by Waterfront
Office Building, LP, and Summer Office Building, LP, and creditor
Deutsche Genossenschafts-Hypothekenbank AG.  The second amended
pre-trial order provides for, among other things:

   1. all discovery will be completed and closed no later than
      March 31, 2014;

   2. parties will exchange pre-trial memorandums of law not to
      exceed 10 pages by March 21;

   3. pre-trial conference to settle the controversies or narrow
      the issues on April 7, at 2:30 p.m.; and

   4. trial date is set for April 30, at 10:00 a.m.

At the hearing, the Court will also consider the objection to
confirmation of the Plan filed by creditor Deutsche
Genossenschafts-Hypothekenbank AG.

                     The Competing Plans

As reported in the Troubled Company Reporter, the Debtors' Plan
provides that DG Hyp will receive title to the property owned by
Summer, $3.5 million from the Debtors' reserves, and a promissory
note of $20 million.  Holders of general unsecured claims,
estimated to total $350,000, will receive a payment equal to 100%
their allowed claims plus a payment of 5% interest on the first
anniversary of the Effective Date.  DG-Hyp's general unsecured
claims estimated at $16.5 million -- which are separated from the
class of other general unsecured creditors -- will have a 3%
recovery and will be paid in four equal quarterly cash payments.
Holders of interests will be permitted to retain their interests
in exchange for a $5 million contribution.

The DG-Hyp Plan proposes to pay all creditors in full on or around
the Effective Date.  DG Hyp, owed in excess of $55 million, has
recently had the Properties appraised as having a value of
$41,200,000, leaving DG Hyp with a large deficiency claim
estimated at approximately $14,472,000.  DG Hyp will receive the
deeds of the properties, and DG Hyp will waive its deficiency
claim.  Unsecured creditors will be paid in full from the
$3,500,000 held in the Debtors' accounts reserved for DG Hyp.
Pursuant to DG Hyp's plan, equity holders won't receive anything
and their interests will be extinguished.

               About Waterfront Office Building &
                      Summer Office Building

Stamford, Conn.-based Waterfront Office Building, LP, filed a
voluntary Chapter 11 petition (Bankr. D. Conn. Case No. 12-52121)
in Bridgeport on Nov. 27, 2012, listing $50 million to $100
million in both assets and debts.  The Debtor owns a 206,186
square foot multi-tenant office building on 8.1 waterfront acres
with two on site restaurants and an adjacent 71-slip marina.

Summer Office Building, LP, also filed for Chapter 11 (Bankr. D.
Conn. Case No. 12-52122), listing $10 million to $50 million in
assets and $50 million to $100 million in debts.

Judge Alan H.W. Shiff oversees the Chapter 11 cases.  The
petitions were signed by Paul Kuehner, manager of managing member
of sole member of Debtor's GP.

DG Hyp is represented by John Carberry, Esq., at CUMMING &
LOCKWOOD LLC, in Stamford, Connecticut; and Deborah J. Piazza,
Esq., at Tarter Krinsky & Drogin LLP, in New York.


WATERJET HOLDINGS: S&P Assigns 'B' CCR & Rates $225MM Notes 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to U.S.-based waterjet pump manufacturer
Waterjet Holdings Inc.  The outlook is stable.  At the same time,
S&P assigned its 'B' issue-level rating to Waterjet's $225 million
senior secured notes, with a recovery rating of '3', indicating
S&P's expectation for meaningful (50%-70%) recovery in the event
of a payment default.

S&P's rating on Waterjet reflects the company's "aggressive"
financial risk profile, with pro forma leverage of about 4.5x, and
its "vulnerable" business risk profile, which reflects its narrow
scope of operations and cyclical end markets.

Waterjet manufactures waterjet cutting systems, ultra high-
pressure pumps, robotic cutting systems, and surface preparation
systems, and it provides related parts and services.  The
company's end markets include aerospace, automotive, defense,
electronic manufacturing services (EMS), food processing, oil and
gas, building products, and other industrial markets.

The outlook is stable.  "We expect modest revenue growth and
improving margins will allow Waterjet to maintain leverage below
5x," said Standard & Poor's credit analyst Svetlana Olsha.

S&P could lower the rating if weaker-than-expected market demand
or operational issues cause deterioration in the company's credit
measures, such as leverage of more than 5x for an extended period,
and if the company is unable to generate positive free cash flow.
S&P could also lower the rating if liquidity becomes constrained.

S&P could raise the rating if Waterjet demonstrates a track record
of good operating performance and consistent profitability.  For
an upgrade, S&P would also expect the company to maintain leverage
below 5x and FFO to debt above 12%, which is consistent with an
"aggressive" financial risk profile assessment.


WESCO AIRCRAFT: S&P Affirms 'BB-' CCR & Removes Rating From Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Wesco Aircraft Holdings Inc. and removed the
rating from CreditWatch, where it placed it with negative
implications on Jan. 31, 2014.  The outlook is stable.  S&P also
assigned its 'BB-' issue-level ratings and '3' recovery ratings to
the company's senior secured facilities, which consist of the
existing $200 million revolver and $568 million term loan A, both
of which mature in 2017; and the proposed $525 million term loan
B, which matures in 2021.  The '3' recovery ratings indicate S&P's
expectation of meaningful (50%-70%) recovery in the event of a
payment default.

The rating affirmation reflects S&P's view that Wesco's credit
metrics will return to levels appropriate for the rating, despite
a significant increase in debt to fund the company's planned
$550 million purchase of Haas Group International Inc.  Haas is a
Pennsylvania-based provider of chemical management, product
distribution, supply chain management, and hazardous communication
services.  Wesco plans to finance the transaction with a new
$525 million term loan B, cash on hand, and revolver borrowings.
The new term loan will be added to the company's existing
$768 million credit facility, which includes a $200 million
revolver and $568 million term loan A.  The transaction is
expected to close in first-quarter 2014, resulting in pro forma
debt to EBITDA increasing to about 4.5x from 2.6x in the 12 months
ending Sept. 30, 2013.

S&P continues to assess Wesco's financial risk profile as
"aggressive," based on its view that a combination of debt
reduction and earnings growth will result in gradual improvement
in credit metrics over the next two years.  Since Haas is
considerably larger than Wesco's previous acquisitions, S&P do not
expect the company to engage in any substantial merger and
acquisition activity in the near future.  S&P expects the company
to use excess cash flow towards debt reduction.

"We assess Wesco's business risk profile as "fair," based on the
company's leading market position in a niche segment of the
overall aerospace and defense industry, as well as its strong
profitability and efficient operations.  These factors are offset
by the highly competitive and cyclical general aviation markets in
which the company operates and its relatively limited end-market
and product diversity.  Although Wesco is one of the leading
distributors in the industry, the market is highly competitive and
there has been a trend of disintermediation in recent years.  The
market is dominated by two companies (B/E Aerospace Inc. is the
largest of the two and it focuses more on aftermarket work)
followed by Wesco, which concentrates more on original equipment
manufacturer parts," S&P said.

"We believe that the Haas acquisition will improve some elements
of Wesco's business risk profile, but not enough to warrant a
change in the overall "fair" business risk assessment at this
time.  The acquisition adds a new business capability -- chemicals
supply chain management (CSCM) -- that has considerable customer
overlap with Wesco's existing business. CSCM services include
sourcing and procurement, quality assurance, inventory management,
and process control and usage management.  However, given Haas's
size as the largest acquisition in Wesco's history, combined with
the company's entry into a fairly new market, the combination
could create some challenges such as integration risk.  We believe
that Wesco's decision to run Haas as a parallel company, keep
their management team, and preserve their information technology
systems mitigates some of this risk.  Another consideration in our
"fair" business risk assessment is the combined company's
operating profitability.  The margin profile of Haas' products is
similar to those of Wesco's EPG (electronic products) business,
which has a lower margin profile than the company's other
products.  As such, profit margins will not be as strong as has
been the case historically, due to the mix shift towards lower-
margin products," S&P noted.


YRC WORLDWIDE: Refinances $1.1 Billion in Debt
----------------------------------------------
John Kell, writing for The Wall Street Journal, reported that
trucking company YRC Worldwide Inc. said it has refinanced more
than $1.1 billion in debt, pushing back the date it is due to
mature to 2019.

According to the report, the move comes after YRC, earlier this
year, won approval from its union employees to extend their
contract, clearing the way for a refinancing critical to
stabilizing the company.

"The new credit agreements are much more flexible than the
previous agreements," the Journal cited Chief Financial Officer
Jamie Pierson as saying.

YRC closed on financing of a new $700 million term loan and a $450
million asset-backed loan, the report related.  The proceeds from
the new term loan were used to refinance a prior loan and asset-
backed facilities that were put in place in 2007 and subsequently
restructured in 2011.

The new facilities provide interest savings of about $40 million
to $50 million a year, YRC said, the report further related.
Shares rose 1.4% to $21.25 in after-hours trading on Feb. 13.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.


YRC WORLDWIDE: Moody's Raises Corporate Family Rating to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service has upgraded the Corporate Family Rating
for YRC Worldwide Inc. ("YRCW") from Caa3 to B3, following the
successful closing of its refinancing transactions. In addition,
Moody's revises the Probability of Default ("PDR") rating from
Caa3-PD to B3-PD/LD ("Limited Default"), as it deems the
conversion of $50 million of principal amount of the Series B
Convertible Notes that took place as part of YRCW's refinancing
transactions, a distressed exchange. Moody's will remove the "/LD"
indicator after three business days. Moody's also changed the
rating for YRCW's new $700 million first lien term loan to Ba3
from (P)Ba3, and raised YRCW's Speculative Grade Liquidity ("SGL")
rating to SGL-3 from SGL-4. The rating outlook is stable.

Ratings Rationale

Yesterday, YRCW announced that it has successfully closed a new
$700 million first lien term loan and a new $450 million ABL
credit facility. On January 31st, the company also announced that
it successfully issued $250 million of common and preferred stock
and that approximately $50 million of principal amount of the
company's Series B Convertible Notes were exchanged for or
converted to common stock. These transactions, together with a new
collective bargaining agreement with the International Brotherhood
of Teamsters ("IBT"), complete YRCW's planned refinancing of more
than $1.0 billion of debt that would have become due in the next
14 months.

The upgrade of the CFR to B3 reflects the improvements to YRCW's
capital structure that result from these transactions, while
recognizing that YRCW's debt levels remain elevated, despite a
debt reduction of approximately $250 million. In calculating
YRCW's debt levels, Moody's takes into account its standard
adjustments for operating leases and pension liabilities. Moody's
estimates that the debt adjustment associated with YRCW's pension
liabilities represents almost half of YRCW's total debt. The CFR
also takes into consideration YRCW's improved ability to generate
cash flows following the refinancing, as the company benefits from
materially reduced interest expenses and cost savings from the
implementation of the new IBT agreement. Importantly, this would
allow the company to increase its capital expenditures, which have
been constrained in recent years due its weak financial condition.
The improvements in YRCW's liquidity profile derived from
extending all material debt maturities and achieving positive free
cash flow, further support both the CFR and the upgrade of the SGL
rating to SGL-3 from SGL-4.

Despite the beneficial impact of the conversion of the Series B
Convertible Notes on YRCW's capital structure, Moody's recognizes
a limited default as a result of this transaction: it considers
the stock that is delivered to note holders a diminished financial
obligation relative to the original obligation of the notes, and
the exchange has the effect of allowing the issuer to avoid a
payment default.

The rating differential between the Ba3 rating for the new $700
million first lien term loan and YRCW's CFR of B3 is caused by the
relatively high proportion of unsecured debt in YRCW's total debt
structure, which includes Moody's adjustment for unfunded pension
obligations. This tends to affect positively the instrument
ratings for secured debt in Moody's Loss Given Default analysis.

The stable outlook reflects Moody's expectation that YRCW will
demonstrate material improvements in operating performance over
the next 12 to 18 months, driven by moderate revenue growth and
substantial margin improvements derived from cost savings under
the new IBT agreement and reduced interest expenses. These
improvements should result in credit metrics for YRCW that are
consistent with the company's CFR of B3.

A rating downgrade or a change in outlook could be considered if
the company is not able to restore operating margins to at least
4%, possibly as a result of failing to realize the anticipated
cost savings from its new collective bargaining agreement. Rating
pressure could also result if Debt to EBITDA were to be in excess
of 6.5 times on a sustained basis and EBIT to Interest were to be
less than 1.0 time for a prolonged period.

YRCW's ratings or the outlook could be raised if the company were
to improve operating margins to such levels that the company can
generate sustainably positive free cash flow, while undertaking a
capital spending program in excess of 4.0% of revenues. In
addition, Debt to EBITDA of less than 5.5 times and EBIT to
Interest of more than 1.2 times could also indicate a sustainable
improvement in YRCW's credit profile that would merit a higher
rating.

Issuer: YRC Worldwide Inc.

Corporate Family Rating, Upgraded to B3 from Caa3

Probability of Default Rating, Upgraded to B3-PD /LD from
Caa3-PD

Speculative Grade Liquidity Rating, Raised to SGL-3 from SGL-4

Senior Secured Bank Credit Facility, Changed to Ba3 (LGD2, 17%)
from (P)Ba3 (LGD2, 16%)

Senior Unsecured Conv./Exch. Bond/Debenture Aug 8, 2023,
Upgraded to Caa1 (LGD5, 73%) from Ca (LGD5, 71%)

Outlook, Changed To Stable From Positive

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

YRC Worldwide Inc. is a provider of transportation services and
has one of the largest less-than-truckload ("LTL") transportation
networks in North America. The company operates through two
segments: YRC Freight, which focuses on longer haul LTL shipments,
and YRC Regional, which focuses on more regional, next-day and
time-sensitive services.


YRC WORLDWIDE: Extends Teamsters CBA Until March 2019
-----------------------------------------------------
YRC Inc. (d/b/a YRC Freight), USF Holland Inc., New Penn Motor
Express, Inc., USF Reddaway Inc. and the Teamsters National
Freight Industry Negotiating Committee of the International
Brotherhood of Teamsters entered into the Extension of the
Agreement for the Restructuring of the YRC Worldwide Inc.
Operating Companies.  The Agreement went into effect on Feb. 9,
2014.  The Company had previously announced that its Teamster
employee membership had voted to ratify the Agreement and TNFINC
had certified the voting results ratifying the Agreement on
Jan. 27, 2014, and Jan. 28, 2014, respectively.

The Agreement extends the term of the Teamsters collective
bargaining agreements and prior Memorandum of Understandings by
approximately five years, to March 31, 2019.  The Agreement also
provides that the Employer will pay eligible employees $750 lump
sum bonuses in 2014 and 2015, in lieu of hourly wage increases,
and provides that in 2016, 2017 and 2018, their wages will be
increased annually by $.40/hr subject to potential reductions.
Under the terms of the Agreement, beginning in 2016, the
Employer's employees will be eligible for profit sharing bonuses
of up to 3 percent of their W-2 earnings.  Those profit sharing
bonus calculations and payments will be separate for YRC Freight
and the Regional Carriers and be payable based on the respective
performance of each (on a combined basis for the Regional
Carriers).  Pursuant to the Agreement, certain of the Employer's
employees hired into clerical and other non-Commercial Driver
License positions will have a top pay rate of $18.00/hr.

The Agreement also provides Employer contributions to the
applicable health and welfare funds may increase by up to $.35/hr
on Jan. 1, 2015, $.50/hr on Aug. 1, 2015, and $1.00/hr on each of
August 1 of 2016, 2017 and 2018, respectively, as required to
maintain health and welfare benefit levels.  Under the Agreement,
the Employer's pension fund and 401(k) plan contributions remain
at current levels, although that rate may increase beginning in
2016 if the applicable health and welfare fund requires less than
a certain threshold amount to maintain health and welfare
benefits.  Pursuant to the Agreement, in no event will annual
health and pension fund contribution rate increases exceed
$1.00/hr combined in 2016, 2017 and 2018.  Also, under the terms
of the Agreement, vacation earned beginning in 2014 and continuing
through 2017 will be paid at a reduced amount.  The Agreement
further provides for a uniform attendance policy that is designed
to reduce employee absenteeism.

The Agreement also provides that YRC Freight will have the ability
to use third party carriers to provide service in certain
circumstances up to a certain number of miles.  Under the terms of
the Agreement, the Employer may not purchase any union or non-
union regular route common carrier without the prior approval of
the Union.

A copy of the Extension Agreement is available for free at:

                        http://is.gd/qXyET1

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In January 2014, Standard & Poor's Ratings Services said that it
raised its ratings on Overland Park, Kansas-based less-than-
truckload (LTL) trucker YRC Worldwide Inc. (YRCW), including the
corporate credit rating to 'CCC+' from 'CCC'.  "The upgrades
reflect YRCW's improved liquidity position and minimal debt
maturities as a result of its proposed refinancing," said Standard
& Poor's credit analyst Anita Ogbara.


ZALE CORP: Dimensional Fund Stake at 8.47% as of Dec. 31
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Dimensional Fund Advisors LP disclosed that
as of Dec. 31, 2013, it beneficially owned 2,783,150 shares of
common stock of Zale Corp representing 8.47 percent of the shares
outstanding.  Dimensional Fund previously reported beneficial
ownership of 2,704,438 common shares or 8.36 percent equity stake
as of Dec. 31, 2012.   A copy of the regulatory filing is
available for free at http://is.gd/1YZTho

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corporation reported a net loss of $7.98 million for the
three months ended July 31, 2013.  The COmpany reported net
earnings of $10.01 million for the year ended July 31, 2013, a net
loss of $27.31 million on $1.86 billion of revenues for the year
ended July 31, 2012, and a net loss of $112.30 million for the
year ended July 31, 2011.  As of Oct. 31, 2013, Zale Corporation
had $1.31 billion in total assets, $1.16 billion in total
liabilities and $152.95 million in total stockholders' investment.


* January's Drop in Filings Continues 2013 Pattern
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankruptcy filings in January picked up where they
left off last year, dropping 13 percent compared with the same
month in 2013. Filings in 2013 fell 13 percent from 2012.

There were 68,150 total bankruptcies of all types across the
country last month, the report related, citing data compiled from
court records by Epiq Systems Inc. The states with the most
filings per capita were Tennessee, Georgia and Alabama, the same
as in 2013. Last year, filings fell in all 50 states.

Bankruptcies of all types in January came in 2.5 percent fewer at
a daily rate than in December, the report further related.

The 2,900 commercial bankruptcies of all varieties in January were
close to December's total, according to the report.  Chapter 11
filings by business showed much the same pattern. The 387 January
Chapter 11s were seven fewer than in December.

Bankruptcies dropped 14 percent in 2012 from the year
before, and declined 12 percent in 2011 from the 1.56 million in
2010, the most since the record 2.1 million in 2005, the report
said.  In the last two weeks before the laws were tightened in
2005, 630,000 Americans sought bankruptcy protection.


* Liquidity Stress on Junk Companies Creeps Up, Moody's Says
------------------------------------------------------------
The liquidity-stress index crept up in January, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reports, citing Moody's
Investors Service.

After reaching a record low of 2.8 percent in April, the index
crept up 0.3 percent last month, reaching 4.5 percent in January,
the report said.  The index represents the percentage of junk-
rated companies with the weakest liquidity.

The index remains well below the 7.1 percent long-term average,
Moody's said, the report related.  The high was 20.9 percent in
March 2009.

Moody's predicts that defaults among junk-rated companies
will decline from 2.2 percent in December to 1.7 percent by
June, rising to 2.3 percent at the year-end, the report further
related.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-     Total
                                   Total   Holders'   Working
                                  Assets     Equity   Capital
  Company           Ticker          ($MM)      ($MM)     ($MM)
  -------           ------        ------   --------   -------
ABSOLUTE SOFTWRE    ALSWF US       142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE    ABT CN         142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE    OU1 GR         142.1      (11.2)     (6.3)
ADAMIS PHARMACEU    CY3B GR          3.5       (4.9)     (4.9)
ADVANCED EMISSIO    OXQ1 GR        106.4      (46.1)    (15.3)
ADVANCED EMISSIO    ADES US        106.4      (46.1)    (15.3)
ADVENT SOFTWARE     ADVS US        456.3     (111.8)   (106.0)
ADVENT SOFTWARE     AXQ GR         456.3     (111.8)   (106.0)
AERIE PHARMACEUT    AERI US          7.2      (22.4)    (11.0)
AERIE PHARMACEUT    0P0 GR           7.2      (22.4)    (11.0)
AGENUS INC          AGEN US         37.7       (2.9)     21.2
AIR CANADA-CL A     ADH TH       9,481.0   (3,056.0)    105.0
AIR CANADA-CL A     ADH GR       9,481.0   (3,056.0)    105.0
AIR CANADA-CL A     AC/A CN      9,481.0   (3,056.0)    105.0
AIR CANADA-CL A     AIDIF US     9,481.0   (3,056.0)    105.0
AIR CANADA-CL B     ADH1 TH      9,481.0   (3,056.0)    105.0
AIR CANADA-CL B     AC/B CN      9,481.0   (3,056.0)    105.0
AIR CANADA-CL B     AIDEF US     9,481.0   (3,056.0)    105.0
AIR CANADA-CL B     ADH1 GR      9,481.0   (3,056.0)    105.0
ALLIANCE HEALTHC    AIQ US         515.6     (131.4)     61.3
AMC NETWORKS-A      AMCX US      2,524.8     (611.9)    790.3
AMC NETWORKS-A      9AC GR       2,524.8     (611.9)    790.3
AMER RESTAUR-LP     ICTPU US        33.5       (4.0)     (6.2)
AMERICAN AIRLINE    A1G GR      26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE    AAL* MM     26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE    A1G TH      26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE    AAL US      26,780.0   (7,922.0)    143.0
AMR CORP            ACP GR      26,780.0   (7,922.0)    143.0
AMYLIN PHARMACEU    AMLN US      1,998.7      (42.4)    263.0
ANACOR PHARMACEU    44A GR          44.9       (7.3)     17.0
ANACOR PHARMACEU    ANAC US         44.9       (7.3)     17.0
ANACOR PHARMACEU    44A TH          44.9       (7.3)     17.0
ANGIE'S LIST INC    ANGI US        105.6      (18.5)    (21.7)
ANGIE'S LIST INC    8AL TH         105.6      (18.5)    (21.7)
ANGIE'S LIST INC    8AL GR         105.6      (18.5)    (21.7)
ARRAY BIOPHARMA     AR2 TH         146.3       (5.4)     90.2
ARRAY BIOPHARMA     ARRY US        146.3       (5.4)     90.2
ARRAY BIOPHARMA     AR2 GR         146.3       (5.4)     90.2
ATLATSA RESOURCE    ATL SJ         768.5      (14.1)     30.2
AUTOZONE INC        AZ5 GR       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC        AZO US       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC        AZ5 TH       7,023.4   (1,721.2)   (962.6)
BARRACUDA NETWOR    CUDA US        236.2      (90.1)    (66.5)
BARRACUDA NETWOR    7BM GR         236.2      (90.1)    (66.5)
BERRY PLASTICS G    BP0 GR       5,264.0     (183.0)    681.0
BERRY PLASTICS G    BERY US      5,264.0     (183.0)    681.0
BRP INC/CA-SUB V    BRPIF US     1,875.1      (63.7)    116.5
BRP INC/CA-SUB V    DOO CN       1,875.1      (63.7)    116.5
BRP INC/CA-SUB V    B15A GR      1,875.1      (63.7)    116.5
BURLINGTON STORE    BURL US      2,980.9     (215.8)    145.9
BURLINGTON STORE    BUI GR       2,980.9     (215.8)    145.9
CABLEVISION SY-A    CVY GR       6,482.1   (5,284.1)    342.2
CABLEVISION SY-A    CVC US       6,482.1   (5,284.1)    342.2
CAESARS ENTERTAI    CZR US      26,096.4   (1,496.8)    626.7
CAESARS ENTERTAI    C08 GR      26,096.4   (1,496.8)    626.7
CANNAVEST CORP      CANV US         10.7       (0.2)     (1.3)
CAPMARK FINANCIA    CPMK US     20,085.1     (933.1)      -
CC MEDIA-A          CCMO US     15,231.2   (8,370.8)    786.9
CENTENNIAL COMM     CYCL US      1,480.9     (925.9)    (52.1)
CENVEO INC          CVO US       1,238.5     (473.0)    143.1
CHOICE HOTELS       CZH GR         555.7     (484.7)     79.2
CHOICE HOTELS       CHH US         555.7     (484.7)     79.2
CIENA CORP          CIEN US      1,802.8      (82.7)    780.7
CIENA CORP          CIE1 TH      1,802.8      (82.7)    780.7
CIENA CORP          CIE1 GR      1,802.8      (82.7)    780.7
CIENA CORP          CIEN TE      1,802.8      (82.7)    780.7
CINCINNATI BELL     CBB US       2,551.7     (687.2)   (147.2)
COROWARE INC        HT9B GR          0.3      (32.1)    (31.9)
DIRECTV             DIG1 GR     20,588.0   (6,208.0)   (300.0)
DIRECTV             DTV CI      20,588.0   (6,208.0)   (300.0)
DIRECTV             DTV US      20,588.0   (6,208.0)   (300.0)
DOMINO'S PIZZA      EZV GR         468.5   (1,322.2)     76.9
DOMINO'S PIZZA      EZV TH         468.5   (1,322.2)     76.9
DOMINO'S PIZZA      DPZ US         468.5   (1,322.2)     76.9
DUN & BRADSTREET    DNB US       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET    DB5 GR       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET    DB5 TH       1,849.9   (1,206.3)   (128.9)
DYAX CORP           DYAX US         70.6      (38.8)     41.0
DYAX CORP           DY8 GR          70.6      (38.8)     41.0
EASTMAN KODAK CO    KODK US      3,815.0   (3,153.0)   (785.0)
EASTMAN KODAK CO    KODN GR      3,815.0   (3,153.0)   (785.0)
EDGEN GROUP INC     EDG US         883.8       (0.8)    409.2
EGALET CORP         EGLT US         14.4       (1.5)     (3.1)
ELEVEN BIOTHERAP    EBIO US          5.1       (6.1)     (2.9)
ENDURANCE INTERN    EI0 GR       1,519.2      (20.5)   (180.2)
ENDURANCE INTERN    EIGI US      1,519.2      (20.5)   (180.2)
ENTRAVISION CO-A    EVC US         455.7       (5.6)     78.1
ENTRAVISION CO-A    EV9 GR         455.7       (5.6)     78.1
EVERYWARE GLOBAL    EVRY US        356.6      (53.9)    142.5
FAIRPOINT COMMUN    FRP US       1,592.6     (406.7)     30.0
FERRELLGAS-LP       FEG GR       1,441.3     (134.9)    (55.6)
FERRELLGAS-LP       FGP US       1,441.3     (134.9)    (55.6)
FIFTH & PACIFIC     LIZ GR         957.0     (220.7)    (66.9)
FIFTH & PACIFIC     FNP US         957.0     (220.7)    (66.9)
FOREST OIL CORP     FST US       1,909.3      (63.1)   (148.3)
FREESCALE SEMICO    FSL US       3,047.0   (4,594.0)  1,133.0
FREESCALE SEMICO    1FS GR       3,047.0   (4,594.0)  1,133.0
FREESCALE SEMICO    1FS TH       3,047.0   (4,594.0)  1,133.0
GAWK INC            GAWK US          0.0       (0.0)     (0.0)
GENCORP INC         GY US        1,750.4     (142.6)    111.1
GENCORP INC         GCY GR       1,750.4     (142.6)    111.1
GENCORP INC         GCY TH       1,750.4     (142.6)    111.1
GLG PARTNERS INC    GLG US         400.0     (285.6)    156.9
GLG PARTNERS-UTS    GLG/U US       400.0     (285.6)    156.9
GLOBAL BRASS & C    6GB GR         592.5       (8.9)    307.1
GLOBAL BRASS & C    BRSS US        592.5       (8.9)    307.1
GRAHAM PACKAGING    GRM US       2,947.5     (520.8)    298.5
HALOZYME THERAPE    HALO US        110.1       (3.5)     63.2
HALOZYME THERAPE    HALOZ GR       110.1       (3.5)     63.2
HCA HOLDINGS INC    2BH TH      28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC    HCA US      28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC    2BH GR      28,831.0   (6,928.0)  2,342.0
HD SUPPLY HOLDIN    5HD GR       6,518.0     (698.0)  1,346.0
HD SUPPLY HOLDIN    HDS US       6,518.0     (698.0)  1,346.0
HOVNANIAN ENT-A     HOV US       1,759.1     (432.8)    956.3
HOVNANIAN ENT-A     HO3 GR       1,759.1     (432.8)    956.3
HOVNANIAN ENT-B     HOVVB US     1,759.1     (432.8)    956.3
HOVNANIAN-A-WI      HOV-W US     1,759.1     (432.8)    956.3
HUGHES TELEMATIC    HUTCU US       110.2     (101.6)   (113.8)
HUGHES TELEMATIC    HUTC US        110.2     (101.6)   (113.8)
INFOR US INC        LWSN US      6,515.2     (555.7)   (303.6)
IPCS INC            IPCS US        559.2      (33.0)     72.1
ISTA PHARMACEUTI    ISTA US        124.7      (64.8)      2.2
JUST ENERGY GROU    JE CN        1,533.5     (359.8)   (281.4)
JUST ENERGY GROU    1JE GR       1,533.5     (359.8)   (281.4)
JUST ENERGY GROU    JE US        1,533.5     (359.8)   (281.4)
L BRANDS INC        LB US        6,636.0     (820.0)    846.0
L BRANDS INC        LTD TH       6,636.0     (820.0)    846.0
L BRANDS INC        LTD GR       6,636.0     (820.0)    846.0
LDR HOLDING CORP    LDRH US         77.7       (7.2)     10.3
LEE ENTERPRISES     LEE US         820.2     (157.4)      9.9
LORILLARD INC       LO US        3,528.0   (2,052.0)  1,097.0
LORILLARD INC       LLV TH       3,528.0   (2,052.0)  1,097.0
LORILLARD INC       LLV GR       3,528.0   (2,052.0)  1,097.0
MACROGENICS INC     MGNX US         42.0       (4.0)     11.7
MACROGENICS INC     M55 GR          42.0       (4.0)     11.7
MALIBU BOATS-A      MBUU US         57.2      (32.5)     (2.0)
MANNKIND CORP       NNF1 GR        287.6     (167.7)   (117.8)
MANNKIND CORP       MNKD US        287.6     (167.7)   (117.8)
MANNKIND CORP       NNF1 TH        287.6     (167.7)   (117.8)
MARRIOTT INTL-A     MAR US       6,480.0   (1,409.0)   (776.0)
MARRIOTT INTL-A     MAQ TH       6,480.0   (1,409.0)   (776.0)
MARRIOTT INTL-A     MAQ GR       6,480.0   (1,409.0)   (776.0)
MDC PARTNERS-A      MD7A GR      1,365.7      (40.1)   (211.1)
MDC PARTNERS-A      MDZ/A CN     1,365.7      (40.1)   (211.1)
MDC PARTNERS-A      MDCA US      1,365.7      (40.1)   (211.1)
MEDIA GENERAL       MEG US         749.9     (217.2)     36.8
MERITOR INC         AID1 GR      2,497.0     (808.0)    337.0
MERITOR INC         MTOR US      2,497.0     (808.0)    337.0
MERRIMACK PHARMA    MP6 GR         224.2      (16.6)    139.4
MERRIMACK PHARMA    MACK US        224.2      (16.6)    139.4
MIRATI THERAPEUT    MRTX US         18.5      (24.3)    (25.3)
MIRATI THERAPEUT    26M GR          18.5      (24.3)    (25.3)
MONEYGRAM INTERN    MGI US       4,786.9      (77.0)     85.2
MORGANS HOTEL GR    MHGC US        572.8     (172.9)      6.5
MORGANS HOTEL GR    M1U GR         572.8     (172.9)      6.5
MPG OFFICE TRUST    MPG US       1,280.0     (437.3)      -
NATIONAL CINEMED    NCMI US        982.5     (217.5)    139.1
NATIONAL CINEMED    XWM GR         982.5     (217.5)    139.1
NAVISTAR INTL       NAV US       8,315.0   (3,601.0)  1,198.0
NAVISTAR INTL       IHR TH       8,315.0   (3,601.0)  1,198.0
NAVISTAR INTL       IHR GR       8,315.0   (3,601.0)  1,198.0
NEKTAR THERAPEUT    ITH GR         383.0      (50.3)    127.0
NEKTAR THERAPEUT    NKTR US        383.0      (50.3)    127.0
NEW MEDIA INVEST    NEWM US        427.0     (902.4)     35.0
NORCRAFT COS INC    6NC GR         265.0       (6.1)     47.7
NORCRAFT COS INC    NCFT US        265.0       (6.1)     47.7
NORTHWEST BIO       NBYA GR          7.6      (14.3)     (9.7)
NORTHWEST BIO       NWBO US          7.6      (14.3)     (9.7)
NYMOX PHARMACEUT    NYMX US          1.1       (5.9)     (2.3)
OCI PARTNERS LP     OCIP US        460.3      (98.7)     79.8
OCI PARTNERS LP     OP0 GR         460.3      (98.7)     79.8
OMEROS CORP         3O8 GR          12.0      (23.9)     (1.6)
OMEROS CORP         OMER US         12.0      (23.9)     (1.6)
OMTHERA PHARMACE    OMTH US         18.3       (8.5)    (12.0)
PALM INC            PALM US      1,007.2       (6.2)    141.7
PHILIP MORRIS IN    4I1 TH      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN    4I1 GR      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN    PM1 TE      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN    PM FP       38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN    PM US       38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN    PM1EUR EU   38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN    PMI SW      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN    PM1CHF EU   38,168.0   (6,274.0)   (214.0)
PLAYBOY ENTERP-A    PLA/A US       165.8      (54.4)    (16.9)
PLAYBOY ENTERP-B    PLA US         165.8      (54.4)    (16.9)
PLY GEM HOLDINGS    PGEM US      1,088.3      (37.7)    212.1
PLY GEM HOLDINGS    PG6 GR       1,088.3      (37.7)    212.1
PROTALEX INC        PRTX US          1.2       (8.6)      0.6
PROTECTION ONE      PONE US        562.9      (61.8)     (7.6)
QUALITY DISTRIBU    QLTY US        465.1      (38.1)     92.3
QUICKSILVER RES     KWK US       1,331.6     (964.5)    234.3
QUINTILES TRANSN    QTS GR       3,066.8     (667.5)    463.4
QUINTILES TRANSN    Q US         3,066.8     (667.5)    463.4
RE/MAX HOLDINGS     2RM GR         252.0      (22.5)     39.1
RE/MAX HOLDINGS     RMAX US        252.0      (22.5)     39.1
REGAL ENTERTAI-A    RETA GR      2,508.3     (658.5)     54.0
REGAL ENTERTAI-A    RGC US       2,508.3     (658.5)     54.0
RENAISSANCE LEA     RLRN US         57.0      (28.2)    (31.4)
RENTPATH INC        PRM US         208.0      (91.7)      3.6
RETROPHIN INC       RTRX US         21.4       (5.8)    (10.3)
REVANCE THERAPEU    RVNC US         18.9      (23.7)    (28.6)
REVANCE THERAPEU    RTI GR          18.9      (23.7)    (28.6)
REVLON INC-A        REV US       1,259.4     (619.8)    192.4
REVLON INC-A        RVL1 GR      1,259.4     (619.8)    192.4
RITE AID CORP       RTA GR       7,138.2   (2,228.8)  1,881.2
RITE AID CORP       RAD US       7,138.2   (2,228.8)  1,881.2
RURAL/METRO CORP    RURL US        303.7      (92.1)     72.4
SALLY BEAUTY HOL    S7V GR       2,060.1     (291.2)    689.5
SALLY BEAUTY HOL    SBH US       2,060.1     (291.2)    689.5
SILVER SPRING NE    SSNI US        516.4      (78.1)     95.5
SILVER SPRING NE    9SI GR         516.4      (78.1)     95.5
SILVER SPRING NE    9SI TH         516.4      (78.1)     95.5
SMART TECHNOL-A     SMT US         374.2      (29.4)     71.6
SMART TECHNOL-A     SMA CN         374.2      (29.4)     71.6
SUNESIS PHARMAC     RYIN TH         46.6       (5.8)     11.2
SUNESIS PHARMAC     SNSS US         46.6       (5.8)     11.2
SUNESIS PHARMAC     RYIN GR         46.6       (5.8)     11.2
SUNGAME CORP        SGMZ US          0.1       (2.2)     (2.3)
SUPERVALU INC       SVU US       4,711.0     (983.0)    272.0
SUPERVALU INC       SJ1 TH       4,711.0     (983.0)    272.0
SUPERVALU INC       SJ1 GR       4,711.0     (983.0)    272.0
SUPERVALU INC       SVU* MM      4,711.0     (983.0)    272.0
TANDEM DIABETES     TNDM US         48.6       (2.8)     13.8
TANDEM DIABETES     TD5 GR          48.6       (2.8)     13.8
TAUBMAN CENTERS     TCO US       3,438.8     (211.5)      -
TAUBMAN CENTERS     TU8 GR       3,438.8     (211.5)      -
THRESHOLD PHARMA    NZW1 GR        101.0      (17.5)     74.4
THRESHOLD PHARMA    THLD US        101.0      (17.5)     74.4
TOWN SPORTS INTE    CLUB US        408.9      (40.4)     (3.9)
TOWN SPORTS INTE    T3D GR         408.9      (40.4)     (3.9)
TRANSDIGM GROUP     T7D GR       6,292.5     (234.2)    882.4
TRANSDIGM GROUP     TDG US       6,292.5     (234.2)    882.4
ULTRA PETROLEUM     UPL US       2,069.0     (376.8)   (243.9)
ULTRA PETROLEUM     UPM GR       2,069.0     (376.8)   (243.9)
UNISYS CORP         UISCHF EU    2,510.0     (663.9)    516.0
UNISYS CORP         UIS1 SW      2,510.0     (663.9)    516.0
UNISYS CORP         UISEUR EU    2,510.0     (663.9)    516.0
UNISYS CORP         USY1 TH      2,510.0     (663.9)    516.0
UNISYS CORP         UIS US       2,510.0     (663.9)    516.0
UNISYS CORP         USY1 GR      2,510.0     (663.9)    516.0
VECTOR GROUP LTD    VGR US       1,121.0     (192.6)    316.7
VECTOR GROUP LTD    VGR GR       1,121.0     (192.6)    316.7
VENOCO INC          VQ US          695.2     (258.7)    (39.2)
VERISIGN INC        VRS GR       2,660.8     (423.6)   (226.0)
VERISIGN INC        VRSN US      2,660.8     (423.6)   (226.0)
VERISIGN INC        VRS TH       2,660.8     (423.6)   (226.0)
VINCE HOLDING CO    VNC GR         470.3     (181.2)   (158.1)
VINCE HOLDING CO    VNCE US        470.3     (181.2)   (158.1)
VIRGIN MOBILE-A     VM US          307.4     (244.2)   (138.3)
VISKASE COS I       VKSC US        346.7      (16.3)    106.1
WEIGHT WATCHERS     WW6 GR       1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS     WW6 TH       1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS     WTW US       1,408.9   (1,474.6)    (30.1)
WEST CORP           WSTC US      3,486.3     (740.2)    363.9
WEST CORP           WT2 GR       3,486.3     (740.2)    363.9
WESTMORELAND COA    WLB US         939.8     (280.3)      4.1
WESTMORELAND COA    WME GR         939.8     (280.3)      4.1
XENETIC BIOSCIEN    XBIO US          0.4       (0.3)     (0.3)
XERIUM TECHNOLOG    XRM US         626.9      (25.4)    128.4
XERIUM TECHNOLOG    TXRN GR        626.9      (25.4)    128.4
XOMA CORP           XOMA GR         91.0      (13.5)     58.8
XOMA CORP           XOMA TH         91.0      (13.5)     58.8
XOMA CORP           XOMA US         91.0      (13.5)     58.8
YRC WORLDWIDE IN    YRCW US      2,133.9     (665.8)   (151.6)
YRC WORLDWIDE IN    YEL1 TH      2,133.9     (665.8)   (151.6)
YRC WORLDWIDE IN    YEL1 GR      2,133.9     (665.8)   (151.6)
ZOGENIX INC         Z08 TH          54.6      (13.9)      3.1
ZOGENIX INC         ZGNX US         54.6      (13.9)      3.1
ZOGENIX INC         Z08 GR          54.6      (13.9)      3.1



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***