TCR_Public/140220.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 20, 2014, Vol. 18, No. 50

                            Headlines

77-79 RIVINGTON: Case Summary & 8 Largest Unsecured Creditors
ABITA VIEW: Voluntary Chapter 11 Case Summary
ADAYANA INC: Wants Until April 14 to Decide on Property Leases
AMERICAN AIRLINES: Professionals File Final Fee Requests
AMERICAN PATRIOT: Feb. 26 Hearing on Maximilian's Foreclosure Bid

BROWN MEDICAL: Medical Real Estate to Assist Ch.11 Trustee in Sale
BROWN MEDICAL: Ch. 11 Trustee Hires Carr Riggs as Accountant
BROWN MEDICAL: Seeks Approval to Auction Off Furniture, Equipment
BROWN MEDICAL: Seeks Court Approval to Sell Safes at Auction
CEREPLAST INC: Schedules and Statement Due Feb. 24

COASTLINE INVESTMENTS: Case Summary & 20 Top Unsecured Creditors
COUNTRYWIDE FIN'L: BofA's $8.5B Mortgage Bond Pact Approved
COUTE & CO: Case Summary & 4 Largest Unsecured Creditors
DEL MONTE CORP: S&P Ups Term Loan Rating to B+ on Debt Repayment
DETROIT, MI: Exit Plan Threatens Munis as Pensions Favored

DETROIT, MI: How Mediation has Put Ch. 9 on the Road to Resolution
DIAMOND WATERFALLS: Case Summary & 20 Top Unsecured Creditors
DOTS LLC: Seeks to Terminate Former CEO's Contract
DOTS LLC: Drawing Interest From Potential Buyers as Auction Looms
DUCOMMUN INC: Q4 Pre-Tax Charges No Impact on Moody's B1 CFR

EMMONS-SHEEPHEAD: Court Clarifies Provision in Confirmed Plan
EVENT RENTALS: Proposes KCC as Claims and Notice Agent
EVENT RENTALS: Has $20-Mil. to Finance Ch. 11 Pending Sale
EXCEL MARITIME: Ch. 11 Plan Effective
FIRST PHILADELPHIA: Has Until May 20 to File Chapter 11 Plan

FIRST QUANTUM: S&P Raises Rating on $350MM Sr. Unsec. Notes to B+
FISKER AUTOMOTIVE: Hires Evercore Group as Investment Banker
FISKER AUTOMOTIVE: Hybrid Denied Direct Appeal to 3rd Cir.
FOREST LABORATORIES: Moody's Puts Ba1 CFR on Review for Upgrade
FREEDOM INDUSTRIES: Files Schedules and Statements

GABRIEL TECHNOLOGIES: Judicial Bias Doomed $1B Qualcomm IP Row
GAN CLAN: Voluntary Chapter 11 Case Summary
GILBERT HOSPITAL: Seeks Chapter 11 Protection in Phoenix
GLORIA JEAN SYKES: 7th Cir. Affirms Foreclosure Ruling
GP PLAZA: Case Summary & 20 Largest Unsecured Creditors

GREEN FIELD: Files Liquidation Plan & Disclosure Statement
GREEN FIELD: Seeks Extension of Exclusive Periods
GREEN FIELD: Proposes to Sell Assets with Gordon Brothers as Agent
GULFCO HOLDING: Claims Creditor Had 'Scheme To Steal' Unit
HENRY L. ANDERSON: Motion in Aid of Distribution Okayed

HORIZON WOMENS: Baack Wins Stay Relief to Pursue Appeal
HOUSTON REGIONAL: District Judge to Meet With Lawyers on Friday
HOUSTON REGIONAL: Astros, Rockets Blast Bid for Examiner
INVEST N RETIRE: Case Summary & 20 Largest Unsecured Creditors
JEFFERSON COUNTY, AL: Moody's Hikes  Rating on $89.6MM Debt to B1

KEYUANA LLC: Voluntary Chapter 11 Case Summary
LABORATORY PARTNERS: Exclusivity Periods Extended Through June
LABORATORY PARTNERS: Lease Decision Period Extended Through May
LABORATORY PARTNERS: Files Schedules of Assets and Liabilities
MILK SPECIALTIES: Moody's Cuts CFR & Secured Debt Rating to 'B3'

MODULAR SPACE: S&P Assigns 'B-' CCR & Rates $365MM Sr. Notes 'B-'
MPH INTERMEDIATE: Moody's Puts 'B2' CFR on Review for Downgrade
OCOTILLO MANAGEMENT: Case Summary & 6 Top Unsecured Creditors
OLLIE ALLEN HOLDING: Voluntary Chapter 11 Case Summary
NATIONAL CONSUMER: Caesars Casino Must Return $1.5-Mil.

NATURAL MOLECULAR: Court Extends Plan Filing Exclusivity Until May
NNN CYPRESSWOOD: Court Dismisses Chapter 11 Bankruptcy Case
PALM BEACH COMMUNITY: Seeks Until May 19 to File Chapter 11 Plan
PARADISE EDUCATION: S&P Lowers Rating on Revenue Bonds to 'BB+'
QBEX ELECTRONICS: Creditors Want Case Converted to Chapter 7

QBEX ELECTRONICS: EmIx Wants QBEX Access to Cash Collateral Denied
QUANTUM FOODS: Case Summary & 20 Largest Unsecured Creditors
RAM ASSOCIATES: Bid to Terminate Exclusivity Dismissed
RESTAURANT DEVELOPMENT: Seyfarth Shaw Sued Over Law360 Disclosure
SCRUB ISLAND: In Talks With Key Creditors; Plan Deadline Extended

SIMPLY WHEELZ: DIP Lender May Increase Loan by Up to $46MM
SIMPLY WHEELZ: Wants to File Chapter 11 Plan Until June 3
SMART & FINAL: S&P Assigns & Withdraws 'B' Corporate Credit Rating
SR REAL ESTATE: Seeks Preliminary Injunction Against DACA, et al
ST. FRANCIS' HOSPITAL: Court OKs CohnReznick as Financial Advisor

ST. FRANCIS' HOSPITAL: Deloitte Approved as Corp. Finance Advisor
ST. FRANCIS' HOSPITAL: Court Approves Nixon Peabody as Attorneys
ST. FRANCIS' HOSPITAL: Hires Teitelbaum & Baskin as Co-counsel
STN TRANSPORT: Wins Summary Judgment in "Martinez" Suit
STUART WEITZMAN: Moody's Assign 'B2' CFR & Rates $220MM Loan 'B2'

T-L BRYWOOD: Wins Interim Access to Cash Collateral
T-L CHEROKEE SOUTH: Wants Court Approval to Hire RSE Audit
VAUGHAN COMPANY: Lankfords Can't Pursue Extortion Claim
VICTOR OOLITIC: Proposes KCC as Claims Agent
VICTOR OOLITIC: Proposes McDonald Hopkins as Counsel

WALLDESIGN INC: Obtains Approval of Agreement With K. Hovnanian
WALLDESIGN INC: Beazer Asks Court to Lift Stay to Pursue Action
WESTWAY GROUP: S&P Affirms 'BB-' Rating on $270MM Term Loan
WHEATLAND MARKETPLACE: Hires Jahnke Sullivan as Attorneys

* Ch. 7 Trustee For Nightclub Insurer's Units Can Access Docs
* Owner Of Bankrupt Biz Can't Shirk Tax Debt, 6th Circ. Says

* Widowed Asbestos Claimant Can't Shield Claim Forms
* Bankruptcy Reform in 2005 Depresses Filings 30%, ABI Says
* U.S. Banks Ease Loan Standards in Fed Survey as Demand Rises

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


77-79 RIVINGTON: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 77-79 Rivington Street Realty LLC
        c/o Berotti Robins & Guskin LLP
        85 West Hawthorne Avenue
        Valley Stream, NY 11580

Case No.: 14-10339

Chapter 11 Petition Date: February 18, 2014

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Shelley C. Chapman

Debtor's Counsel: Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  Email: KNash@gwfglaw.com

Total Assets: $7 million

Total Liabilities: $8.7 million

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb14-10339.pdf


ABITA VIEW: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Abita View, L.L.C.
        10153 Highland Road
        Baton Rouge, LA 70810

Case No.: 14-10162

Chapter 11 Petition Date: February 18, 2014

Court: Unied States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Judge: Hon. Douglas D. Dodd

Debtor's Counsel: William E. Steffes, Esq.
                  STEFFES, VINGIELLO & MCKENZIE, LLC
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: 225-751-1751
                  Fax: 225-751-1998
                  Email: bsteffes@steffeslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by William Ashby Ball, manager.

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


ADAYANA INC: Wants Until April 14 to Decide on Property Leases
--------------------------------------------------------------
Adayana, Inc., asks the U.S. Bankruptcy Court for the Southern
District of Indiana to extend until April 14, 2014, its period to
assume or reject the remaining unexpired lease of non-residential
real property.

According to the Debtor, on Jan. 10, 2014, it consummated the sale
of substantially all of its assets to AVX Learning, LLC.  Prior to
the petition date, the Debtor entered into a lease with CP
Pyramids Associates L.P., the landlord for the non-residential
real property commonly known as the sixth, seventh and eight
floors of Pyramids Building No. 3 in Indianapolis, Indiana.

The Debtor notes that AVX and the landlord are discussing the
relocation of the business; entering into a new lease for the
property; or assuming the Debtor's lease for the property.

                        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.

The United States Trustee for Region 10 has been unable to appoint
an official committee under 11 U.S.C. Sec. 1102 in the case.

The Debtor changed its name to Persist Liquidating Corporation on
Jan. 10, 2014 after selling its assets to AVX Learning LLC.


AMERICAN AIRLINES: Professionals File Final Fee Requests
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that professionals who helped AMR Corp. reorganize filed
their final fee requests on Feb. 7. Weil Gotshal & Manges LLP,
chief bankruptcy lawyers for the parent of American Airlines Inc.,
racked up $77 million in fees in the bankruptcy reorganization
from November 2011 through October 2013.

According to the report, Skadden Arps Slate Meagher & Flom LLP,
counsel for the official creditors' committee, submitted a request
for final approval of $27.8 million in fees. Moelis & Co.,
financial advisers for committee, are seeking $14.9 million.

Rothschild Inc. served as financial advisers for AMR and seeks
approval for $29.3 million in fees, the report said.

                     About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN PATRIOT: Feb. 26 Hearing on Maximilian's Foreclosure Bid
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
convene a hearing on Feb. 26, 2014, at 9:00 a.m., to consider the
motion of Maximilian Investors, LLC, secured creditor and party-
in-interest in the Chapter 11 case of American Patriot Gold LLC,
for relief from the automatic stay to pursue all of its state law
and contractual rights against the collateral including but not
limited to, the right to pursue foreclosure and receivership
remedies.

According to Maximilian Investors, the Debtor admitted that it has
no cash on hand and that it has no insurance on the collateral.

Maximilian filed a proof of claim on Dec. 30, 2013, amounting to
$12,171,981, secured by the Debtor's interest in the Red arrow
Gold Mine located outside of Mancos, Colorado, together with the
personal property.

                    About American Patriot Gold

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.  In its schedules, American
Patriot Gold disclosed $49,950,000 in total assets and $11,642,786
in total liabilities.

Reese W. Baker, Esq., at Baker & Associates, LLP, serves as the
Debtor's counsel.  Andrew J. Gaudielle serves as mining
consultant.

The U.S. Trustee appointed three members to the official committee
of unsecured creditors in the case.


BROWN MEDICAL: Medical Real Estate to Assist Ch.11 Trustee in Sale
------------------------------------------------------------------
Elizabeth M. Guffy, the Chapter 11 trustee of Brown Medical
Center, Inc., sought and obtained permission from the Hon. Jeff
Bohm of the U.S. Bankruptcy Court for the Southern District of
Texas to employ Medical Real Estate, Inc. to market and sell
assets located at the Dacoma Surgery Center.

The Court authorized the Chapter 11 Trustee to pay Medical Real
Estate a 4% commission from the sale proceeds as set forth in the
parties' Listing Agreement.

Medical Real Estate can be reached at:

       Medical Real Estate, Inc.
       1345 Campbell Road, Suite 120
       Houston, TX 77055
       Tel: (713) 467-9333
       Fax: (713) 467-0379
       E-mail: medre@medicalrealestateinc.com

                        About Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.

In November 2013, the Bankruptcy Court approved the appointment of
Elizabeth M. Guffy as Chapter 11 trustee.  The trustee hired
Porter Hedges LLP, led by Joshua W. Wolfshohl, Esq., John F.
Higgins, Esq., and James Matthew Vaughn, Esq., Nick D. Nicholas,
Esq., J. Patrick LaRue, Esq., and Craig M. Bergez, as counsel.
The trustee tapped The Claro Group, LLC, as financial advisor and
consultant.

In its schedules, Brown Medical listed $13,807,746 in assets and
$27,716,168 in liabilities.  Brown Medical owes Crown Financial
Funding, LP, the primary secured creditor, pursuant to a pre-
bankruptcy promissory note in the original principal amount of $2
million, which indebtedness is secured by a security agreement
from Allied Center for Special Surgery, Scottsdale, LLC covering
accounts and accounts receivable which the Debtor has the right to
collect.


BROWN MEDICAL: Ch. 11 Trustee Hires Carr Riggs as Accountant
------------------------------------------------------------
Elizabeth M. Guffy, the Chapter 11 trustee of Brown Medical
Center, Inc., seeks authorization from the Hon. Jeff Bohm of the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Carr, Riggs & Ingram as her accountant.

The Trustee desires to employ Carr Riggs as her accountant to
provide federal and state income tax services for the Debtor and
the Debtor's related for which the Trustee serves as chief
restructuring officer.

Carr Riggs has agreed to perform these services based on the
lesser of a flat fee of $1,750 per entity (on a yearly basis) or
at Carr, Riggs' hourly rates.

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

Miles D. Harper, III, partner of Carr Riggs, 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.

Carr Riggs can be reached at:

       Miles D. Harper, III
       CARR, RIGGS & INGRAM
       Two Riverway, 15th Floor
       Houston, TX 77056
       Tel: (713) 339-3760
       Fax: (713) 621-6907
       E-mail: mharper@cricpa.com

                        About Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.

In November 2013, the Bankruptcy Court approved the appointment of
Elizabeth M. Guffy as Chapter 11 trustee.  The trustee hired
Porter Hedges LLP, led by Joshua W. Wolfshohl, Esq., John F.
Higgins, Esq., and James Matthew Vaughn, Esq., Nick D. Nicholas,
Esq., J. Patrick LaRue, Esq., and Craig M. Bergez, as counsel.
The trustee tapped The Claro Group, LLC, as financial advisor and
consultant.

In its schedules, Brown Medical listed $13,807,746 in assets and
$27,716,168 in liabilities.  Brown Medical owes Crown Financial
Funding, LP, the primary secured creditor, pursuant to a pre-
bankruptcy promissory note in the original principal amount of $2
million, which indebtedness is secured by a security agreement
from Allied Center for Special Surgery, Scottsdale, LLC covering
accounts and accounts receivable which the Debtor has the right to
collect.


BROWN MEDICAL: Seeks Approval to Auction Off Furniture, Equipment
-----------------------------------------------------------------
The trustee of Brown Medical Center, Inc., has filed a motion
seeking court approval to auction off the company's office
furniture and equipment.

Elizabeth Guffy, the court-appointed Chapter 11 trustee, said the
company is planning to conduct an auction of the assets on March
9, with the help of Webster's Auction Palace.  The assets are
located in Brown Medical's offices on Director's Row in Houston,
Texas.

The assets will be sold "free and clear of all liens, claim and
encumbrances," the trustee said in court papers filed last week in
U.S. Bankruptcy Court for the Southern District of Texas.

In connection with the auction, the trustee also seeks approval to
hire Webster's Auction and pay the firm for its services from the
sale proceeds.

Webster's Auction will be compensated at its customary rate of
15% of the sales price realized from the sale, plus reimbursement
of any work-related expenses.  The firm will also charge a buyer's
premium of 10%.

U.S. Bankruptcy Judge Jeff Bohm will hold a hearing on March 5 to
consider approval of the sale.

                         About Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.


BROWN MEDICAL: Seeks Court Approval to Sell Safes at Auction
------------------------------------------------------------
The trustee of Brown Medical Center, Inc. asked U.S. Bankruptcy
Judge Jeff Bohm for approval to auction off two large safes owned
by the company.

Elizabeth Guffy, the court-appointed Chapter 11 trustee, proposed
to sell the assets at an auction to be conducted by Webster's
Auction Palace on March 16.

The trustee said the safes will be auctioned off along with the
assets belonging to other estates being administered in Michael
Brown's bankruptcy case.  She said it may result in a higher price
than selling them together with other assets of BMC.

In a separate filing, Ms. Guffy proposed to sell five smaller
safes also owned by BMC to Safes R Us for $11,300.

The safes won't be sold at an auction, the trustee said, adding
that BMC will net more from selling them directly to Safes R Us.

The proposed sale, however, remains subject to higher and better
bids prior to court approval of the sale.  The sale will be "as
is, where is," according to the filing.

                         About Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.


CEREPLAST INC: Schedules and Statement Due Feb. 24
--------------------------------------------------
Cereplast, Inc., which filed a bare-bones Chapter 11 petition last
week, is required to file its schedules of assets and liabilities,
statement of financial affairs and other required documents by
February 24, according to the docket.

                       About Cereplast Inc.

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.


COASTLINE INVESTMENTS: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Coastline Investments LLC
           dba Hilltop Suites Hotel
        3101 W. Temple Avenue
        Pomona, CA 91768

Case No.: 14-13028

Chapter 11 Petition Date: February 18, 2014

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Richard M Neiter

Debtor's Counsel: David B Golubchik, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234
                  Email: dbg@lnbyb.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Shih-Chung Liu, managing member.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Southern California Edison                              $10,728
RYS Architects                                          $9,843
US Foods                                                $9,643
Sector Private Patrol                                   $9,173
Sequoia Insurance Co.                                   $9,157
Liberty Capital Management                              $8,242
Sysco Guest Supply                                      $7,402
Franchise Tax Board                                     $5,800
Verizon                                                 $4,353
Southern California Edison                              $4,263
City of Pomona (Water)                                  $3,466
KellyPools Inc.                                         $2,821
BP & G, LLC                                             $2,570
M3 Accounting Services Inc.                             $2,493
UltraServ                                               $2,090
American Express                                        $1,845
The Gas Company                                         $1,813
World Cinema                                            $1,646
The Gas Company                                         $1,524
DTS Environmental                                       $1,425


COUNTRYWIDE FIN'L: BofA's $8.5B Mortgage Bond Pact Approved
-----------------------------------------------------------
Chris Dolmetsch, writing for Bloomberg News, reported that Bank of
America Corp.'s $8.5 billion settlement with mortgage-bond
investors, including BlackRock Inc. and Pacific Investment
Management Co., was largely approved by a New York state judge.

According to the report, Bank of New York Mellon Corp., the
trustee for more than 500 residential mortgage-securitization
trusts, filed a petition in June 2011 seeking approval of the
settlement, which aimed to resolve claims that the loans backing
the bonds didn't meet their promised quality. Investors will still
be able to pursue loan-modification claims under the Jan. 31
decision, an obstacle that a bank spokesman said could be
addressed.

"This clears a big hurdle for Bank of America," Paul Miller, an
analyst at FBR Capital Markets Corp., said in a phone interview
with Bloomberg. "It would've been a huge headache if it fell
apart."

For Bank of America, the settlement is part of Chief Executive
Officer Brian Moynihan's efforts to resolve liabilities tied to
faulty mortgages that have cost the company at least $50 billion
since the financial crisis, most inherited from its 2008 purchase
of Countrywide Financial Corp., the report related.

Pools of home loans securitized into bonds were a central part of
the housing bubble that helped send the U.S. into the biggest
recession since the 1930s, the report further related.  The
housing market collapsed, and the crisis swept up lenders and
investment banks as the market for the securities evaporated.

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at $4
billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


COUTE & CO: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Coute & Co.
        178 22nd Street, Unit B
        Costa Mesa, CA 92627

Case No.: 14-11001

Chapter 11 Petition Date: February 18, 2014

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Hon. Theodor Albert

Debtor's Counsel: Michael Jay Berger, Esq.
                  LAW OFFICES OF MICHAEL JAY BERGER
                  9454 Wilshire Blvd 6th Fl
                  Beverly Hills, CA 90212-2929
                  Tel: 310-271-6223
                  Fax: 310-271-9805
                  Email: michael.berger@bankruptcypower.com

Total Assets: $1.35 million

Total Liabilities: $1.61 million

The petition was signed by John J. Coute, managing member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-11001.pdf


DEL MONTE CORP: S&P Ups Term Loan Rating to B+ on Debt Repayment
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on U.S.-based Del Monte Corp.

At the same time, S&P raised the issue-level rating on the
company's term loan B to 'B+' from 'B'.  The recovery rating was
revised to '2' from '3', indicating that lenders could expect
substantial (70% to 90%) recovery in the event of a payment
default.  The higher recovery rating reflects the company's
anticipated paydown in senior secured debt, providing additional
recovery value for secured lenders.

The issue-level rating on the company's senior unsecured notes
remains 'CCC+', with a recovery rating of '6', indicating that
unsecured note holders could expect negligible (0% to 10%)
recovery in the event of a payment default.

"The rating actions reflect our view of the company's solid market
shares, diverse product portfolio, and portfolio of well-known
brands," said Standard & Poor's credit analyst Jeffrey Burian.

The ratings are based on preliminary terms and are subject to
final review upon receipt of final documentation and completion of
the anticipated transactions.

On Oct. 27, 2013, Del Monte Corp. had approximately $4.1 billion
of total debt outstanding.  Pro forma for the company's
anticipated debt reduction, S&P estimates the company's debt
outstanding will be $2.6 billion.


DETROIT, MI: Exit Plan Threatens Munis as Pensions Favored
----------------------------------------------------------
Chris Christoff and Brian Chappatta, writing for Bloomberg News,
reported that Detroit's proposal to restructure its $18 billion of
debt by paying pensioners at more than twice the rate of some
municipal bondholders threatens to increase borrowing costs for
localities throughout Michigan.

According to the report, the draft plan given to creditors by
Emergency Manager Kevyn Orr offers different recovery rates for
classes of unsecured creditors. Pensions would get 45 to 50 cents
on the dollar, though retiree health-care liabilities would recoup
just 13 cents, according to the plan. By comparison, those who
loaned $1.4 billion to shore up the two pension funds would
receive 20 percent of their claims. Holders of $369 million in
unlimited-tax general obligations would recover 46 percent.

Detroit's latest proposal reinforces concerns in the $3.7 trillion
municipal market about what Fitch Ratings called an "us versus
them" mentality, favoring retired state workers over bondholders,
the report pointed out. Republican Governor Rick Snyder proposed
the state pay $350 million over 20 years specifically for
pensioners in its most populous city.

"If you're a bondholder in the state of Michigan, every pledge
should be viewed as a subordinate pledge going forward," Bloomberg
cited Adam Mackey, head of munis at PNC Capital Advisors LLC in
Philadelphia, as saying. "Ultimately you're going to see Michigan
debt be penalized."

                About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

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


DETROIT, MI: How Mediation has Put Ch. 9 on the Road to Resolution
------------------------------------------------------------------
Tresa Baldas, Matt Helms and Alisa Priddle, writing for Detroit
Free Press, reported that when Detroit filed for bankruptcy, the
case was expected to mirror others around the country: contentious
with several years of pitched courtroom battles ahead.

But in Detroit, two powerful federal judges have refused drawn-out
battles in favor of quick rulings and aggressive mediation that's
speeding the process along, the report said.  Much of the action
has been happening on the 7th floor of the federal courthouse, in
the private chambers of Chief U.S. District Judge Gerald Rosen,
where he convenes confidential mediation sessions producing rapid-
fire results.

Mediation breakthroughs -- most notably lining up about $800
million of private and state money for a pension rescue fund --
have shifted Detroit's historic bankruptcy case into high gear
with a quick resolution potentially in sight that was unthinkable
just a few months ago, the report said.

In the last week of January, the first draft of the city's highly
anticipated plan of adjustment, a detailed document that shows how
Detroit will reduce its $18 billion in debt and long-term
liabilities, restructure city government and emerge from
bankruptcy, the report related.  How creditors will react remains
to be seen.

Two days after, meanwhile, the city dropped a bombshell,
announcing it's suing over a bad pension deal from the Mayor Kwame
Kilpatrick era that helped push Detroit into bankruptcy, the
report further related.  The move follows U.S. Bankruptcy Judge
Steven Rhodes' rejection of two proposed settlements with the two
major banks involved.

                About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

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


DIAMOND WATERFALLS: Case Summary & 20 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Diamond Waterfalls LLC
           dba Diamond Bar Inn & Suites
        3200 & 3220 W. Temple Avenue
        Pomona, CA 91768

Case No.: 14-13030

Chapter 11 Petition Date: February 18, 2014

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Ernest M. Robles

Debtor's Counsel: David B Golubchik, Esq.
                  LEVENE NEALE BENDER YOO & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234
                  Email: dbg@lnbyb.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Shih-Chung Liu, managing member.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Franchise Tax Board                                    $12,800
Liberty Capital Management Corp.                       $7,100
Sector Private Patrol                                  $6,920
Sequoia Insurance Company                              $6,840
Southern California Edison                             $4,553
KellyPools Inc.                                        $4,525
City of Ponoma                                         $3,747
TelePacific                                            $3,598
Clean Source                                           $3,326
BP & G, LLC                                            $3,257
Pacific Lodging Supply                                 $3,161
M3 Accounting Services Inc.                            $2,493
The Gas Company                                        $2,227
World Cinema                                           $2,003
Best Buy Lighting                                      $1,914
Sonifi                                                 $1,567
Quantum Digital Architects                             $1,394
American Hotel Register                                $1,365
TravelClick                                            $1,170
Waste Management                                         $983


DOTS LLC: Seeks to Terminate Former CEO's Contract
--------------------------------------------------
Dots, LLC, et al., seek authority from the U.S. Bankruptcy Court
for the District of New Jersey to reject an employment and non-
compete agreement with Lisa Rhodes, the Debtors' former chief
executive officer, nunc pro tunc to Feb. 7, 2014.

On Feb. 7, a decision was reached whereby Ms. Rhodes will no
longer be employed by the Debtors in any capacity.  In light of
the fact that Ms. Rhodes is no longer employed by the Debtors, the
Debtors have determined that promptly moving to reject the
employment agreement effective as of the termination date is in
the best interests of the Debtors and their bankruptcy estates.
The Debtors determined, in their business judgment, that if not
rejected, the employment agreement could impose a financial burden
on the Debtors' estates with no corresponding benefit.  Ms.
Rhodes' annual salary under the employment agreement was $750,000
plus certain discretionary compensation.

Katy Stech, writing for The Wall Street Journal, pointed out that
Ms. Rhodes' departure came as company officials are searching for
a buyer to purchase the chain's roughly 400 stores out of
bankruptcy.  The Journal related that Ms. Rhodes joined the
company during a revitalizing effort to win back customers who
left when the quality of the chain's merchandise declined under
prior management.

A hearing on the Debtors' request is scheduled for March 18, 2014,
at 10:00 a.m.

The Debtors are represented by Kenneth A. Rosen, Esq., Bruce
Buechler, Esq., Gerald C. Bender, Esq., Wojciech F. Jung, Esq.,
and Jillian L. Zadie, Esq., at LOWENSTEIN SANDLER LLP, in
Roseland, New Jersey.

                         About DOTS LLC

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

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

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

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

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

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


DOTS LLC: Drawing Interest From Potential Buyers as Auction Looms
-----------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
with a bankruptcy auction already in the works, Dots LLC has
"several" potential buyers interested in running the women's
clothing retailer as a continuing business, according to Kenneth
Rosen, a lawyer for the ailing chain.

"Several of the potential suitors are looking at Dots as a going
concern -- which is what the company wants to see," Mr. Rosen, of
Lowenstein Sandler LLP, said in an email to the Journal.

According to the report, court papers say there is no committed
opening bid yet, and hence no guarantee that Dots won't fall into
the hands of liquidators at a planned Feb. 28 auction.  However,
interest among bidders in keeping Dots alive means hope for the
400-store chain of discount-clothing outlets and its 3,500
employees.

                         About DOTS LLC

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

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

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

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

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

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


DUCOMMUN INC: Q4 Pre-Tax Charges No Impact on Moody's B1 CFR
------------------------------------------------------------
Moody's Investors Service said that Ducommun Incorporated's recent
announcement that it expects to record pre-tax charges of
approximately $14.1 million in the 2013 fourth quarter related to
the Embraer Legacy 450/500 aircraft and Boeing 777 wing tip is a
credit negative event. However, Ducommun's ratings including its
B1 Corporate Family Rating ("CFR"), SGL-2 Speculative Grade
Liquidity Rating and stable rating outlook are unaffected.

Ducommun Inc., headquartered in Carson, California provides
engineering and manufacturing services to the aerospace, defense,
and other technology driven markets through a wide range of
electronic and structural applications. It operates and reports
under two business segments: Ducommun LaBarge Technologies ("DLT")
and Ducommun Aerostructures ("DAS"). Revenues for the twelve month
period ended September 30, 2013 totaled $743 million.


EMMONS-SHEEPHEAD: Court Clarifies Provision in Confirmed Plan
-------------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York on Jan. 31 entered an order in aid of
the confirmation of Emmons-Sheepshead Bay Development LLC' Second
Amended Plan of Reorganization dated April 5, 2013, stating that
the limitation of liability provisions of Section 9.2 of the Plan
extend to and include the Plan Administrator and the Disbursing
Agent.

The Debtor filed the motion to aid in confirmation of the Plan in
order to consummate the transactions contemplated by the Plan.

In June 2013, the Court confirmed the Debtor's second amended plan
of reorganization, as amended.  The Plan provides that, in
consideration for the treatment contained in the Plan, and upon
receipt by SDF 17 Emmons LLC of no less than $22,000,000 of net
proceeds from the sale of units, SDF will release Jacob Pinson's
personal guarantee of the SDF loan its mortgage on Jacob Pinson's
personal residence.  The Plan modification was consented to by
Jacob Pinson, the managing member of Yachad Enterprises, LLC, the
managing member of the Debtor.

              About Emmons-Sheepshead Bay Development

Emmons-Sheepshead Bay Development LLC, the owner of 49 unsold
condominium units on Emmons Avenue in Brooklyn, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in
Brooklyn.  The Debtor said the property is worth $14 million.  It
has $32.6 million in total liabilities, including $31 million owed
to TD Bank N.A., which is secured by first, second and third
priority liens on the property.

Judge Elizabeth S. Stong presides over the case.  Arnold Mitchell
Greene, Esq., and Lori A. Schwartz, Esq., at Robinson Brog
Leinwand Greene, et al., serve as the Debtor's counsel.  The
petition was signed by Jacob Pinson, managing member, Yachad
Enterprises, LLC.

Judge Stong confirmed Emmons-Sheephead's second amended plan of
reorganization, as amended during the hearing held on June 27,
2013.  In August 2013, the Bankruptcy Court denied the request of
Albert Wilk d/b/a Wilk RE, Alex Dikman and Metropolitan Estates,
Inc., in a derivative capacity, to reopen the confirmation
proceeding, vacate order confirming plan and reconsider for relief
Under Rule 9023 and 9024 of the Federal Rules of Bankruptcy
Procedure, including the motion to stay order pending appeal.


EVENT RENTALS: Proposes KCC as Claims and Notice Agent
------------------------------------------------------
Event Rentals Inc. and its debtor-affiliates seek approval from
the bankruptcy court to employ Kurtzman Carson Consultants LLC as
the claims and noticing agent in order to assume full
responsibility for the distribution of notices and the
maintenance, processing, and docketing of proofs of claim filed in
the Chapter 11 cases.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
2,000 entities to be noticed.

The Debtors compared engagement proposals of three court-approved
claims and noticing agents before engaging KCC.  The fee structure
agreed upon by the parties was not attached to the copy of the
services agreement filed with the bankruptcy court.

Before the Petition Date, the Debtors paid a retainer to KCC in
the amount of $15,000.

The firm can be reached at:

         KURTZMAN CARSON CONSULTANTS LLC
         2335 Alaska Ave.
         El Segundo, CA 90245
         Attn: Drake D. Foster
         Tel: (310) 823-9000
         Fax: (310) 823-9133
         E-mail: dfoster@kccllc.com

                        About Event Rentals

Event Rentals Inc., the largest event-rental provider in the U.S.,
filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case
No. 14-bk-10282) on Feb. 13, 2014, seeking a new owner to take
over its business.

Event Rentals, which sought bankruptcy protection with affiliates,
including Classic Midwest, Inc., has 39 locations across 22
markets.  The company has the largest offering of event equipment,
value-added event services, and temporary structure assets, and
provide services for over 145,000 events for approximately 55,000
customers annually.  The company taps 2,500 employees throughout
the year and has total annual revenues of $235 million.

Assets were listed for $148 million, with debt of $246 million.
The Debtors owe $175 million in outstanding principal under a
senior secured credit agreement; $36 million in outstanding
principal under certain unsecured and subordinated liquidity
notes; $5.5 million in outstanding principal under certain
unsecured and subordinated seller financing relating to business
acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6
million.

Lenders have agreed to finance the bankruptcy with a $20 million
credit, including $17 million to be advanced on an interim basis.

The Debtors have tapped Fox Rothschild LLP as local counsel; White
& Case LLP as bankruptcy counsel; Jefferies LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and
noticing agent.


EVENT RENTALS: Has $20-Mil. to Finance Ch. 11 Pending Sale
----------------------------------------------------------
Event Rentals Inc. and its debtor-affiliates seek approval from
the bankruptcy court to use cash collateral and access DIP
financing of up to $20 million from existing lenders led by Ableco
Finance LLC, as administrative agent.

The lenders have agreed to advance $17 million on an interim
basis.

Prior to the commencement of the Chapter 11 Cases, the Debtors'
operations were funded, in large part, with the proceeds of their
prepetition secured credit agreement with Ableco and various
financial institutions.  The indebtedness of the Debtors is
secured by a first priority security interest in and continuing
lien on substantially all of the Debtors' assets.  The Debtors owe
$175 million in outstanding principal under the credit agreement.

The Debtors require the use of cash, which comprises the cash
collateral and the proceeds of the proposed DIP Facility, mainly
to fund day-to-day operations, fund the fees and expenses
associated with the Chapter 11 Cases, and maintain and preserve
the value of the Debtors' businesses, pending the sale of the
assets.

The DIP Lenders, made up of certain of the prepetition secured
parties, are providing financing on these terms:

    * BORROWERS:     Event Rentals.

    * GUARANTORS:    Each of the Debtors other than Event Rentals.

    * DIP LENDERS:   Certain of the Prepetition secured lenders.

    * DIP FACILITY:  Senior secured credit facility in an amount
                     not to exceed $20 million.  Up to $17 million
                     will be available upon entry of the Interim
                     Order.

    * MATURITY DATE: The earliest to occur of (i) the date which
                     is 6 months following the Petition Date, (ii)
                     the effective date of a plan in the Chapter
                     11 cases, (iii) the date on which a sale of
                     all or substantially all of the Debtors'
                     assets and/or stock is consummated under
                     Section 363 of the Bankruptcy Code, and/or
                     (iv) the date of termination of the DIP Loan
                     Commitments and/or acceleration of any DIP
                     Revolving Loans or DIP Obligations on or
                     after the Carve-Out Trigger Date.

    * INTEREST RATE: LIBOR + 8.5%, provided that at no time shall
                     LIBOR be less than 1.5%, or Base + 6.5%,
                     provided that at no time shall the prime rate
                     be less than 3.5%.  The default interest rate
                     shall be the interest rate then in effect
                     plus 2%.

    * FEES:          The Debtors agree to pay to the DIP Lenders,
                     as applicable, fees in the amounts and on the
                     dates as set forth in the DIP Credit
                     Agreement, including 2% of the DIP Loan
                     Commitment to the DIP Agent; 0.75% of the
                     unused portion of the DIP Loan Commitment,
                     payable monthly in arrears; and reasonable
                     out-of-pocket expenses.

    * ADEQUATE
      PROTECTION:    In consideration for the Debtors' use of
                     prepetition collateral (including cash
                     collateral), the prepetition secured parties
                     will receive adequate protection in the form
                     of replacement liens, superpriority claims,
                     and certain payments and a right to credit
                     bid.

    * Milestones:    The Debtors are required to achieve various
                     sale milestones, including:

                        * On the Petition Date, file the Bid
                     Procedures Motion;

                        * The Bankruptcy Court having conducted a
                     hearing on the Bid Procedures Motion on or
                     prior to 30 calendar days after the Petition
                     Date;

                        * Entry by the Bankruptcy Court of the Bid
                     Procedures Order within three Business Days
                     after the conclusion of the hearing on the
                     Bid Procedures Motion;

                        * On or prior to 60 calendar days after
                     the Petition Date at 4:00 p.m. (prevailing
                     Pacific time), all qualified bids other than
                     the "stalking horse" bid (which bids, among
                     other things, shall not contain any financing
                     or diligence conditions) shall be due;

                        * An auction shall, if necessary, be
                     conducted on or prior to 67 calendar days
                     after the Petition Date at 10:00 a.m.
                     (prevailing Eastern time);

                        * The Bankruptcy Court having conducted a
                     hearing to approve the sale to the winning
                     bidder on or prior to 75 calendar days after
                     the Petition Date; and

                        * On or prior to the date that is 105
                     calendar days after the Petition Date, either
                     the "stalking horse" sale transaction or a
                     qualifying cash sale shall have been
                     consummated.

                            No Buyer Yet

Prepetition, the Debtors' advisors, Jefferies, contacted 73
parties, including 26 strategic investors and 47 financial
investors, regarding a potential sale transaction.  The Debtors
management, together with Jefferies and the Debtors' other
advisors, facilitated due diligence with potential buyers and
engaged in negotiations with the 5 parties that had submitted a
letter of intent.

Although the Debtors made substantial progress with certain
parties that submitted an LOI, including further negotiating and
executing an LOI with one of the parties and conducting
negotiations over an asset purchase agreement with such party, the
Debtors were unable to reach a deal with any of these potential
buyers prior to the Petition Date.

However, the Debtors are currently in advanced discussions with
their lenders for the sale of substantially all of the Debtors'
assets as a going concern pursuant to a transaction under Section
363 of the Bankruptcy Code, subject to an overbid process.
Assuming the Court approves such sale on the schedule to be
proposed by the Debtors, the Debtors expect to consummate the sale
within no more than 105 days after the Petition Date.

The Debtors believe that a meaningful continuation of their
prepetition marketing efforts during the Chapter 11 Cases,
followed by a public auction (if necessary), will ensure that the
value paid to the Debtors' estates for the Debtors' assets will be
maximized. In addition to maximizing the value of the Debtors'
assets, and equally important, the Debtors believe that pursuing
the sale will likely result in the preservation -- if not the
creation -- of jobs, the continued provision of services to the
Debtors' customers, and the assumption of many of the Debtors'
trade liabilities.

A copy of Jeffrey M. Black's affidavit in support of the first day
motions is available for free at:

  http://bankrupt.com/misc/Event_Rentals_Declaration_1st_Day.pdf

                        About Event Rentals

Event Rentals Inc., the largest event-rental provider in the U.S.,
filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case
No. 14-bk-10282) on Feb. 13, 2014, seeking a new owner to take
over its business.

Event Rentals, which sought bankruptcy protection with affiliates,
including Classic Midwest, Inc., has 39 locations across 22
markets.  The company has the largest offering of event equipment,
value-added event services, and temporary structure assets, and
provide services for over 145,000 events for approximately 55,000
customers annually.  The company taps 2,500 employees throughout
the year and has total annual revenues of $235 million.

Assets were listed for $148 million, with debt of $246 million.
The Debtors owe $175 million in outstanding principal under a
senior secured credit agreement; $36 million in outstanding
principal under certain unsecured and subordinated liquidity
notes; $5.5 million in outstanding principal under certain
unsecured and subordinated seller financing relating to business
acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6
million.

The Debtors have tapped Fox Rothschild LLP as local counsel; White
& Case LLP as bankruptcy counsel; Jefferies LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and
noticing agent.


EXCEL MARITIME: Ch. 11 Plan Effective
-------------------------------------
The Effective Date of the Amended Joint Chapter 11 Plan of
Reorganization of Excel Maritime Carriers Ltd. and its affiliates
occurred on February 14, 2014, according to a notice filed with
the U.S. Bankruptcy Court for the Southern District of New York.
The Plan was confirmed on Jan. 27, 2014.

Upon completion of the restructuring process, the Company's total
prepetition debt of $920 million will be reduced to approximately
$300 million.  Gabriel Panayotides, Chairman of the Board,
together with the other members of Excel's management team, will
continue to lead the Company.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is
$150 million owing on 1.875 percent unsecured convertible notes.

Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.  The Debtor
disclosed $35,642,525 in assets and $1,034,314,519 in liabilities
as of the Chapter 11 filing.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Jay M. Goffman, Esq., Mark A. McDermott, Esq., Shana E.
Elberg, Esq., and Suzanne D.T. Lovett, Esq,. at Skadden, Arps,
Slate, Meagher & Flom LLP, as counsel; Miller Buckfire & Co. LLC,
as investment banker; and Global Maritime Partners Inc., as
financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.  The Creditors' Committee is
represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq.,
and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in Dallas, Texas.  Jefferies LLC serves as the
Committee's investment banker.

John J. Monaghan, Esq., at Holland & Knight LLP, serves as counsel
to the Steering Committee.

Roberston Maritime Investors LLC is represented by Hugh Ray, Esq.,
at McKool Smith.  Oaktree Capital Management and certain of its
affiliates are represented by Alan W. Kornberg, Esq., and
Elizabeth R. McColm, Esq., at Paul Weiss Rifkind Wharton &
Garrison LLP.


FIRST PHILADELPHIA: Has Until May 20 to File Chapter 11 Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey,
according to First Philadelphia Holdings LLC's case docket,
extended the Debtor's exclusive periods to file a chapter 11 plan
until May 20, 2014, and solicit acceptances for that plan until
July 20.

The Debtor filed on Oct. 23, 2013, an amended disclosure statement
describing the Debtor's Liquidating Plan.

The Debtor, in its motion, explained that to effectuate the
Amended Plan through the sale of the Debtor's real estate, the
Debtor filed a motion to sell its assets at an auction.   In this
relation, the hearing on the Amended Disclosure Statement and
bidding procedures motion is scheduled for Feb. 26.

The Debtor seeks to accomplish payments under the Liquidating 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

                     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.


FIRST QUANTUM: S&P Raises Rating on $350MM Sr. Unsec. Notes to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its rating
on the $350 million senior unsecured notes issued by Canada-listed
base metals group First Quantum Minerals Ltd. (FQM) to 'B+' from
'B' and removed it from CreditWatch, where it was placed with
positive implications on Feb. 4, 2014.

At the same time, S&P affirmed its 'B+' long-term corporate credit
ratings on FQM.  The outlook is stable.

In addition, S&P assigned its 'B+' issue rating to the
$2.2 billion senior unsecured notes issued by FQM.

S&P withdrew its 'B+' long-term corporate credit rating on FQM's
subsidiary, Toronto-based mining company FQM (Akubra) Inc.
(Akubra; formerly Inmet Mining Corp.).  S&P also withdrew the 'B+'
rating on the $2.0 billion senior unsecured notes issued by
Akubra, which have been exchanged for the new $2.2 billion notes.

The rating actions follow FQM's recent changes to the group's
capital structure, after which its debt sits at the parent
company.  In S&P's view, the new capital structure improves the
standing of the various creditors, in particular the holders of
the $350 million unsecured notes, which now rank pari passu with
the other debt at the parent level.  The overall amount of
outstanding debt remains fairly similar.  As this stage, the key
rating factor for FQM remains its ambitious capital expenditure
(capex) program and relatively low current copper prices.

Specific changes to the capital structure include:

   -- Establishing a $2.5 billion five-year senior credit facility
      to replace the current revolving credit facility (RCF) at
      Akubra.  S&P had previously assumed that the current RCF
      would be refinanced.

   -- Exchanging the previous senior unsecured notes at the Akubra
      level--$1.5 billion notes due 2020 and $500 million notes
      due 2021--with $2.2 billion long-term senior unsecured
      facilities at the FQM level.

   -- Cancelling the financing of the Kevitsa project in Finland
      and downsizing the $1 billion facility at FQM's Zambian
      subsidiary Kansanshi.

   -- Changing the covenant package and streamlining the security
      package across all senior unsecured notes at the FQM level.

Under S&P's base-case credit scenario, it projects that FQM's
EBITDA will improve to about $1.8 billion in 2014 and 2015,
compared with its forecast of $1.6 billion in 2013.  This scenario
takes into account the following estimates and assumptions:

   -- Copper price of $3.1 per pound (/lb) in 2014.  The average
      price in 2013 was $3.3/lb and the current price is $3.2/lb.

   -- Gold price of $1,250 per ounce (/oz) in 2014.  The average
      price in 2013 was $1,400/oz and the current price is
      $1,270/oz.

   -- Copper production of 480,000-500,000 metric tons in 2014,
      slightly above production in 2013 (including Inmet Mining's
      production for the whole year).  S&P expects production to
      increase materially in 2015, as FQM commissions the Sentinel
      project in Zambia in late 2014.  However, S&P's projection
      of copper production in 2015 is lower than it previously
      assumed.  This is because the company lacks enough smelting
      capacity in Zambia, which is causing some changes in the
      commissioning of some projects.

S&P expects these estimates and assumptions to translate into
funds from operations (FFO) of about $1.0 billion-$1.1 billion per
year in 2014-2015.  At the same time, S&P expects FQM's capex to
peak, with investments of more than $4.0 billion until the end of
2015.  S&P therefore forecasts significant negative free operating
cash flow (FOCF) of about $2.5 billion after factoring in the
dividends and a debt increase of about $2.7 billion by the end of
2015.

At this stage, S&P considers a key risk in its rating to be
execution risk related to the Cobre Panama mine in Panama,
particularly the risk of cost overruns.  FQM recently communicated
the results of a review of the mine, which indicated higher capex
and a longer period until commissioning than Inmet Mining had
previously assumed.  However, FQM's assumption for higher
production should offset these extra costs.  The Cobre Panama mine
should improve FQM's portfolio and geographical diversification
once it is commissioned in late 2017.

S&P's view of FQM's "fair" business risk profile, as its criteria
define the term, reflects the group's adequate geographic
footprint and favorable position on the global unit cash cost
curve.  Although S&P views positively the significant growth
potential from FQM's capex program, notably the greenfield copper
project in Panama, S&P considers such sizable investments to have
significant execution risk.

S&P's assessment of the group's financial risk profile as
"aggressive" is based on its forecast of sizable negative FOCF in
the next years, with adjusted debt to EBITDA of about 3.0x and
adjusted FFO to debt of about 20% by 2015.  In S&P's view, FQM's
credit metrics will remain very sensitive to changes in the capex
programs and copper prices.  In the near term, the negative FOCF
is supported by the group's "adequate" liquidity.

The stable outlook reflects the group's "adequate" liquidity,
following the recently agreed $2.5 billion five-year senior credit
facility.  S&P also assumes that FQM will be able to execute its
various ongoing expansion projects (including the expansion of the
Kansanshi mine and ramp-up of the Sentinel mine) according to
plan, bringing group copper production to about 600,000-620,000
metric tons in 2015.  While FQM maintains negative FOCF, S&P
considers adjusted FFO to debt of about 20% to be commensurate
with the current rating.

S&P might consider a negative rating action if FQM faced a more
severe drop in copper prices or cost overruns on its key projects.
In addition, pressure on the rating could be triggered by a
revision of S&P's assessment of country risk in Zambia, which
accounts for about 50% of FQM's EBITDA (although the 'B+' rating
on Zambia does not constrain the rating on FQM).

A positive rating action in the medium term would require the
successful commissioning of FQM's key projects in Zambia.  It
would also hinge on FQM demonstrating sound management of the
Cobre Panama mine development, including by maintaining "adequate"
liquidity to mitigate FQM's significant negative free cash flow
over the mine's growth phase.


FISKER AUTOMOTIVE: Hires Evercore Group as Investment Banker
------------------------------------------------------------
Fisker Automotive Holdings, Inc. and its debtor-affiliates have
filed papers with the U.S. Bankruptcy Court for the District of
Delaware seeking permission to employ Evercore Group LLC as
investment banker, nunc pro tunc to Jan. 23, 2014.

The Debtors require Evercore Group to:

   (a) advise and assist the Debtors in a Sale transaction;

   (b) assist the Debtors in:

       - conducting an auction process pursuant to bid procedures
         approved by the Court;

       - structuring and effecting a Sale;

       - reviewing and analyzing the business, operations and
         financial projections of the Assets involved in a Sale;

       - identifying interested parties and potential acquirors
         and, at the Debtors' request, contacting such interested
         parties and potential acquirers; and

       - advising the Debtors in connection with negotiations with
         potential interested parties and acquirors and aiding in
         the consummation of a Sale; and

   (c) provide testimony, as necessary, in any proceedings under
       the Bankruptcy Code that are pending before the Court with
       respect to a Sale and with respect to the procedures and
       processes to be employed in connection with a Sale.

Evercore Group will be paid according to this Fee Structure:

   (a) An initial non-refundable retainer in the amount of
       $250,000, payable upon approval of this Application.

   (b) If Evercore Group's engagement continues for longer than
       five weeks, a monthly fee of $150,000 payable on the 27th
       day of each month commencing Feb. 27, 2014 (the "Monthly
       Fee"), until the earlier of the consummation of a Sale or
       the termination of Evercore Group's engagement.

   (c) A fee (a "Sale Fee") of $500,000 plus (i) $250,000 for any
       Sale in which the Aggregate Consideration6 exceeds the
       greater of the Stalking Horse Bids plus (ii) the lesser of
       (a) $1,000,000 and (b) the product of (1) 5% and (2) the
       amount that the Aggregate Consideration exceeds the sum of
       (x) the greater of the Stalking Horse Bids and
       (y) $5,000,000.

   (d) In addition to any fees that may be payable to Evercore
       Group and, regardless of whether any Sale occurs, the
       Company shall promptly reimburse to Evercore Group (a) all
       reasonable and documented expenses and (b) other reasonable
       and documented expenses incurred by Evercore Group pursuant
       to services provided under the Engagement Letter, including
       reasonable and documented fees and expenses of one set of
       counsel, if any.

   (e) All amounts referenced hereunder reflect United States
       currency and shall be paid promptly in cash after such
       amounts accrue hereunder pursuant to any applicable order
       of the Court governing compensation of professionals
       retained in the Company's chapter 11 cases.

Within one year prior to the Petition Date, the Debtors paid
Evercore Group $909,539.79 in fees and expense reimbursements for
services rendered in connection with the prepetition engagement.

As of the Petition Date, the Debtors owed $551,447.40 to Evercore
Group for fees or expenses incurred prior to the Petition Date.
Evercore Group has agreed to waive its right to recover on these
amounts and other claims against the Debtors, as provided in the
Engagement Letter.

J. Stephen Worth, senior managing director of Evercore Group,
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.

Evercore Group can be reached at:

       J. Stephen Worth
       EVERCORE GROUP LLC
       55 East 52nd Street
       New York, NY 10055
       Tel: (212) 857-3100
       Fax: (212) 857-3101

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

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

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

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

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

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

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

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


FISKER AUTOMOTIVE: Hybrid Denied Direct Appeal to 3rd Cir.
----------------------------------------------------------
Chief District Judge Gregory M. Sleet dealt Hybrid Tech Holdings
LLC another setback in its bid to acquire Fisker Automotive
Holdings, Inc., when he denied Hybrid's "Emergency Motion for
Direct Appeal from Order Limiting Credit Bid to United States
Court of Appeals for Third Circuit."  The decision is outlined a
Feb. 12 Memorandum available at http://is.gd/aaKsyVfrom
Leagle.com.

On Feb. 7, Judge Sleet tossed Hybrid's "Emergency Motion for Leave
to Appeal Decision Limiting Credit Bid".  At that time, Judge
Sleet said the Bankruptcy Court's order is interlocutory and
Hybrid has not demonstrated that any of the factors governing
whether the court should grant leave for interlocutory appeal
under 28 U.S.C. Sec. 158(a)(3) weigh in favor of granting leave.

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

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

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

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

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

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

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

The District Court appeal is HYBRID TECH HOLDINGS, LLC, Appellant,
v. THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF FISKER
AUTOMOTIVE HOLDINGS, INC. AND FISKER AUTOMOTIVE, INC., Appellee,
C.A. Nos. 13-13087-KG, 14-CV-99 (GMS) (D. Del.).

                     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 Nov. 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.


FOREST LABORATORIES: Moody's Puts Ba1 CFR on Review for Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Forest
Laboratories Inc. under review for upgrade. This action follows
the announcement that Actavis plc will acquire Forest for $25
billion. The transaction is subject to regulatory review and is
expected to close during 2014.

Ratings placed under review for upgrade:

Ba1 Corporate Family Rating

Ba1-PD Probability of Default Rating

Ba1 (LGD 4, 52%) Senior Unsecured Notes

Forest's SGL-1 Speculative Grade Liquidity Rating is being
affirmed.

Moody's rating review will focus on the benefits of Forest
becoming part of a larger, more diversified company with a
stronger credit profile, as well as Actavis' treatment of Forest's
debt. In the event Actavis does not guarantee Forest's debt, the
ratings could be withdrawn due to insufficient information.

Ratings Rationale

Forest's Ba1 rating reflects its good presence in the US
pharmaceutical market, its long history of successful product
approvals and commercial success, and the growth potential from a
series of newly launched products. While its products treat
specialty conditions and diseases, the products are broadly
prescribed by primary care physicians. Forest recently launched a
number of promising new products that have the potential for good
revenue and cash flow, which is critical given the upcoming loss
of Namenda exclusivity in January 2015. Forest will steadily
convert this franchise to Namenda XR, which faces long-term patent
protection, but conversion back to generics of the original
version will pressure the franchise. The rate of commercial uptake
of Forest's new products is difficult to predict, and creates
execution risk, especially in light of accelerating pricing
pressure in the US market driven by managed care formulary
strategies.

Headquartered in New York, NY, Forest Laboratories, Inc.
("Forest") is a mid-sized pharmaceutical company operating
primarily in the United States. Net sales for the 12 months ended
September 30, 2013 totaled $3.2 billion.

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


FREEDOM INDUSTRIES: Files Schedules and Statements
--------------------------------------------------
Freedom Industries delivered to the Bankruptcy Court on Feb. 17
its schedules of assets and liabilities and statement of financial
affairs.

Kate White, writing for The Charleston Gazette, reports that
Freedom Industries disclosed $16 million in assets and $6 million
in liabilities when it filed for bankruptcy last month.

When it filed for bankruptcy, the Debtor estimated assets and debt
of $1 million to $10 million in its petition.

According to the Charleston Gazette, Freedom's statement of
financial affairs indicated that:

     -- the company made $25.6 million between July 1, 2011,
        and June 30, 2012, through its sale of chemicals;
        $30.6 million between July 1, 2012, and June 30, 2013;
        and $19.6 million between July 1, 2013, through when it
        filed for bankruptcy in January.  The Barlow Drive
        property, where the chemical leak occurred, is valued at
        $976,493. It values its tanks at $8,000.

     -- Freedom had $5.3 million in inventory Dec. 31, when it
        was last calculated.  Freedom has a $320,000 federal tax
        lien.

     -- Freedom is holding calcium chloride in its Etowah Terminal
        facility for Tetra Performance Chemicals, of Dallas,
        Texas.

     -- Freedom has more than $1 million worth of machinery, more
        than $5 million in inventory and nearly $400,000 worth of
        parts, which it stores at a Beckley facility on Holy Lane.

     -- Freedom has spent $130,000 in legal fees since the spill:
        Thomas Combs & Spann was paid $30,000, Barth & Thompson,
        $25,000, and McGuire Woods, who is representing the
        company in its bankruptcy proceeding, $75,000.  Morris
        Anderson & Associates, a financial and operational
        consulting firm, was paid $50,000.

The report notes Freedom has been sued about 30 times over the
spill in Kanawha County Circuit Court and federal court. The
bankruptcy stays those suits.

The report also relates on Feb. 7, attorneys with Freedom led
plaintiffs attorneys and their experts on a tour of its Barlow
Drive site, where the leak occurred, according to a filing dated
Feb. 15.  The filing asks the bankruptcy court to allow Freedom to
hire its own experts to be able to investigate the site before
it's torn down on or before March 15. In an agreement with the
Department of Environmental Protection, the company volunteered to
dismantle the site.

                    About Freedom Industries

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

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

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.


GABRIEL TECHNOLOGIES: Judicial Bias Doomed $1B Qualcomm IP Row
--------------------------------------------------------------
Law360 reported that Gabriel Technologies Corp. urged a Federal
Circuit panel to revive its $1 billion GPS technology patent suit
against Qualcomm Inc., claiming the lower court was biased and
relied on "snippets" of disputable evidence to justify ruling
against the bankrupt company.

According to the report, Gabriel maintained that two California
federal judges ignored substantial evidence that proved their
infringement claims weren't time-barred and were brought in good
faith against Qualcomm, but the judges were biased against the
company very early in the proceedings.

The Troubled Company Reporter reported on Oct. 11, 2013, that
Bankruptcy Judge Dennis Montali suspended all proceedings in
Gabriel Technologies' Chapter 11 case, pending the resolution of
an appeal relating to its dispute with Qualcomm Incorporated.

Gabriel and Trace hold intellectual property assets involved in
products using global positioning systems.  Trace acquired the
assets of Locate Networks, Inc., including rights and interests
that that company maintained under a license agreement with
SnapTrack, Inc.

In 2002 Qualcomm acquired SnapTrack, Inc.  Gabriel and Trace
contend that various trade secrets and patents acquired in
connection with that acquisition were derived from or identical to
intellectual properties they owned.  They commenced an action
against Qualcomm and other defendants in the United States
District Court for the Southern District of California in October
2008.  In the complaint they alleged misappropriation of trade
secrets, breach of contract, fraud and other claims.

Extensive and expensive litigation ensued and was not favorable to
Gabriel and Trace as Qualcomm obtained partial summary judgment on
March 13, 2012, and then final summary judgment on September 28,
2012.  Thereafter Qualcomm obtained a Fee Order granting Qualcomm
and the other defendants an award of attorneys' fees of
$12,401,014.51, against Gabriel and Trace plus a significantly
lesser amount against their local counsel.

                     About Gabriel Technologies

Gabriel Technologies Corporation and one subsidiary filed separate
Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and 13-
30341) on Feb. 14, 2013, in San Francisco, after losing in a
patent dispute with smartphone chips maker Qualcomm Inc.

Gabriel Technologies, through its debtor-subsidiary Trace
Technologies, LLC, holds significant intellectual property assets
directed toward location-based products and services through
global positioning systems.

Gabriel Technologies disclosed $15 million in assets and
$15 million in liabilities as of Jan. 31, 2013.

The Debtors tapped the law firm of Meyers Law Group, P.C. as
general bankruptcy counsel.

A three-member official committee of unsecured creditors has been
appointed in the case.  Pachulski Stang Ziehl & Jones LLP
represents the Committee.

The Debtor filed a Plan of Reorganization that proposes to
substantively consolidate the Debtors' estates into the Chapter 11
estate of Gabriel, and upon the Effective Date, all those assets
will become the property of the Reorganized Debtor.  Secured
claims filed against the Debtors will be paid by proceeds
recovered from Qualcomm Incorporated in a lawsuit involving
royalties, and from another lawsuit involving royalties captioned
Gabriel Technologies Corporation, etc. v. Keith Feilmeier, et al.
Unsecured Claims will also be paid from the proceeds of the two
lawsuits, after all secured claims have been paid.  Allowed
General unsecured claims will accrue an interest of 10% per annum.


GAN CLAN: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: The Gan Clan, LLC
        5401 Collins Avenue, Suite CU11
        Miami Beach, FL 33140

Case No.: 14-13726

Chapter 11 Petition Date: February 18, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Robert A Mark

Debtor's Counsel: Steven E Seward, Esq.
                  SEESE, P.A.
                  1 E Broward Blvd # 700
                  Ft Lauderdale, FL 33301
                  Tel: 954-745-5897
                  Email: sseward@seeselaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

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


GILBERT HOSPITAL: Seeks Chapter 11 Protection in Phoenix
--------------------------------------------------------
Gilbert Hospital, LLC, in Gilbert, Arizona, filed for Chapter 11
bnakruptcy (Bankr. D. Ariz. Case No. 14-01451) on Feb. 5, 2014, in
Phoenix.  Judge Randolph J. Haines oversees the case.  Pernell W.
McGuire, Esq., at Davis Miles Mcguire Gardner, PLLC, and Bryce A.
Suzuki, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.

In its petition, the Hospital estimated under $50,000 in assets
and $1 million to $10 million in liabilities.  The petition was
signed by Bradley Newswander, board chair.

According to Bob Herman, writing for beckershospitalreview.com, an
attorney with the hospital told Arizona Republic that "a loss of
financing, management changes, competition from other Gilbert
hospitals and construction near the hospital" forced the
physician-owned Gilbert Hospital to file for bankruptcy.

Timothy Johns, MD, an emergency medicine physician, is the founder
and part owner of Gilbert Hospital, as well as two other troubled
hospitals in the area: Florence (Ariz.) Hospital at Anthem, which
filed for bankruptcy last March, and Peoria (Ariz.) Regional
Medical Center, which has been stuck in the construction phase for
at least two years.

Gilbert Hospital has 21 private ER beds, 16 inpatient beds and
three intensive care unit rooms.  Arizona Republic said Gilbert
Hospital had $20 million in cash in 2011. However, hospital
investors have since sued Dr. Johns, saying that "financial
mismanagement" and the transferring of funds from Gilbert Hospital
to PRMC has led to massive losses.


GLORIA JEAN SYKES: 7th Cir. Affirms Foreclosure Ruling
------------------------------------------------------
Gloria Jean Sykes appeals the decision to modify the automatic
stay in her Chapter 11 case, allowing JPMorgan Chase Bank to
foreclose on her home loan.  The district court dismissed the
appeal because, during the appeal, her challenge to the order
modifying the stay had become moot, and in any case the appeal was
also untimely.  Because both reasons are correct, a three-judge
panel of the U.S. Court of Appeals for the Seventh Circuit --
consisting of Circuit Judges Richard A. Posner, Ann Claire
Williams, and David F. Hamilton -- affirmed.

Ms. Sykes financed her home with a loan from JPMorgan Chase Bank
in April 2007. Four years later, Ms. Sykes filed for bankruptcy
under Chapter 11 and applied to pay her filing fee under an
installment plan as Federal Rule of Bankruptcy Procedure 1006(b)
allows.  On Oct. 16, 2012, over a year after she filed for an
installment plan, Ms. Sykes still had not paid her fees, so the
bankruptcy court warned her that if she didn't do so before the
next status hearing on Nov. 15, it would dismiss the case. On the
same day that it issued this warning, the court modified the
automatic stay to allow Chase to foreclose on Ms. Sykes's
property.  Four weeks later, on Nov. 13, Ms. Sykes appealed this
lift-stay order to the district court.  But by Nov. 15 Sykes had
not paid the bankruptcy court's filing fees, so as it had warned
Ms. Sykes a month earlier, the bankruptcy court dismissed her
Chapter 11 case, a decision from which Ms. Sykes does not appeal.

Gloria Sykes filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 11-39381) on Sept. 28, 2011.


GP PLAZA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: GP Plaza, LLC
        PO Box 223211
        West Palm Beach, FL 33422

Case No.: 14-13770

Chapter 11 Petition Date: February 18, 2014

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

Judge: Hon. Erik P. Kimball

Debtor's Counsel: Brian K. McMahon, Esq.
                  BRIAN K MCMAHON
                  1401 Forum Way, 6th Floor
                  West Palm Beach, FL 33401
                  Tel: 561-478-2500
                  Fax: 561-478-3111
                  Email: briankmcmahon@gmail.com

Total Assets: $2.11 million

Total Liabilities: $1.80 million

The petition was signed by Ollie Joseph, managing member.

The Debtor listed the Florida Department of Revenue
as its largest unsecured creditor holding a claim of $1,400.


GREEN FIELD: Files Liquidation Plan & Disclosure Statement
----------------------------------------------------------
Green Field Energy Services, Inc., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a Joint Plan of
Liquidation, which terminates the restructuring support agreement
previously entered into with the so-called Moreno Entities,
Turbine Powered Technology LLC, SWEPI LP, and Consenting
Noteholders.

The Liquidation Plan is premised upon a settlement reached by and
among the Debtors, SWEPI, Michel Moreno and TPT, which centers
around the contribution of the MOR/TGS Interests by the Moreno
Entities to NewCo in exchange for certain interests in NewCo and
the releases by Debtors and certain holders of claims.  In light
of the current purchase price for the Assets, the Ad Hoc
Noteholders are unwilling to consent to a waiver of the Deficiency
Claim of the Senior Secured Notes Indenture Trustee or of any
Senior Secured Noteholder.  The Plan is premised upon a waiver of
Deficiency Claim of the Senior Secured Notes Indenture Trustee and
Senior Secured Noteholders.

The Moreno Entities, TPT, and Shell support the approval of the
Plan.  The Official Committee of Unsecured Creditors and the Ad
Hoc Noteholders do not.

The Plan provides for (a) the contribution (i) of the Moreno
Entities to the NewCo of their 90.40767% interests in MOR DOH
Holdings, L.L.C., and (ii) the Debtors? equity interests in
Turbine Powered Technology, LLC, by the Debtors to NewCo, in
exchange for (b)(i) the distribution of interests in NewCo to the
Noteholders and the Moreno Entities and (ii) the releases by
Debtors and the releases by Holders of Claims.

The Plan also provides for the liquidation of the assets of the
estates, including the investigation and prosecution of (a) Estate
Causes of Action by a Liquidation Trust to be formed pursuant to
the Plan and a Liquidation Trust Agreement and (b) Avoidance
Actions by a Litigation Trust to be formed pursuant to the Plan
and a Litigation Trust Agreement.

Holders of Senior Noteholder Claims are proposed to recover 26% of
their total allowed claim amount.  Each holder of an Allowed
Senior Noteholder Claim will be entitled to receive a pro rata
portion of (i) 70% of the Class A preferred equity of NewCo, (ii)
50% of the Class B preferred equity of NewCo, and (iii) 30% of the
common equity of NewCo.

Holders of General Unsecured Claims are proposed to recover 20% of
their total allowed claim amount.  Each holder of Allowed General
Unsecured Claims will be entitled to receive a pro rata share of
the interests in the litigation trust in full satisfaction,
settlement and release of their claims.

According to the Debtors, on Jan. 21, 2014, they received bids in
connection with the sale of their Assets.  Absent significant
additional consideration generated at an auction, the cash
purchase price generated from the consummation of any of those
bids would not provide sufficient recoveries for the deal
contemplated by the RSA.  As a result of this development, the
Debtors negotiated the revised terms of the Plan with the Debtors?
key constituents.

A full-text copy of the Plan, dated Feb. 6, 2014, is available for
free at http://bankrupt.com/misc/GREENFIELDplan.pdf

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

The Debtors propose that the hearing to consider approval of the
Disclosure Statement be scheduled on March 11, 2014, at 2:00 p.m.
(ET), with objections due by March 6.

                    About Green Field Energy

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

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

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

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

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

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

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

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


GREEN FIELD: Seeks Extension of Exclusive Periods
-------------------------------------------------
Green Field Energy Services, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
period to file a plan through and including June 24, 2014, and
their exclusive period to solicit acceptances of that plan until
Aug. 25.

The Debtors' counsel, Kara Hammond Coyle, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, asserts that
extending the Exclusive Periods will permit the Debtors to work
towards and concentrate on obtaining confirmation of the Plan of
Liquidation without any unwarranted interference from any party
attempting to derail the Debtors? efforts.  Further, in the event
the Plan is not confirmed for any reason, the requested extension
of the Exclusive Periods will provide the Debtors with time to
reassess and pursue all alternative options with respect to their
Chapter 11 Cases, as they are the party best positioned to take
that action, Ms. Coyle adds.

The Debtors are represented by Michael R. Nestor, Esq., and Justin
H. Rucki, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in
Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at LATHAM & WATKINS LLP, in Chicago, Illinois.

A hearing on the extension request is scheduled for March 11,
2014, at 2:00 p.m. (ET).  Objections are due Feb. 28.

                    About Green Field Energy

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

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

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

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

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

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

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

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


GREEN FIELD: Proposes to Sell Assets with Gordon Brothers as Agent
------------------------------------------------------------------
Green Field Energy Services, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to sell their
machinery, equipment and inventory and enter into an agency
agreement with Gordon Brothers Commercial & Industrial, LLC, as
agent to sell the assets for a guaranteed $50.0 million.

The Debtors' agency agreement with Gordon Brothers provides that
(i) if the agreement is terminated as a result of the failure to
be fulfilled of conditions precedent to the Agent's obligations to
perform or (ii) the agreement is terminated when the Debtors enter
into an alternative transaction, GBCI will be paid a $1.0 million
break-up fee and expense reimbursement not to exceed $250,000.

The Debtors propose a March 5 deadline for the submission of
competing bids and a March 7 auction if one is needed.  For any
bid for the direct purchase of any portion of the assets, the
purchase price for the offer will not be considered a higher or
better offer unless the bid or combination of bids submitted by
other qualified bidders providers for net consideration to the
Debtors' estates of at least $67.5 million, plus $1.45 million.
For any bid that contemplates entering into an agency agreement
similar to the GBCI Agency Agreement, the guaranteed amount for
the offer must at a minimum exceed $50 million, the Guaranteed
Amount, plus $1.45 million and the minimum amount for the offer
before the liquidation agent receives any fee or recovery must at
a minimum exceed $67.5 million, the Minimum Amount, plus $1.45
million.

A hearing to consider approval of the sale will be held on March
11, at 2:00 p.m.  Objections, if any, to the proposed cure amount
or to the possible assumption, assignment and transfer of any
contract to the successful bidder must be filed on or before
March 4.

                    Objections to Proposed Sale

Roberta A. DeAngelis, U.S. Trustee for Region 3, complains that
the appointment of GBCI as an agent is governed by Section 327 of
the Bankruptcy Code, and compensation of GBCI as a professional
must follow the requirements of Section 330.  Payment of a break-
up fee to a professional retained under Section 327 is improper
and circumvents the procedures for compensation required under
Section 330.

Moreover, the U.S. Trustee complains that the Bid Requirements
that require a potential bidder to bid the Guaranteed Sale Amount
plus the Contingent Sale Amount, which will only be paid by GBCI
if the subsequent sale of the Assets by GBCI exceed the $50
million threshold amount, will serve as a ?discouragement? to
potential bidders, who would only be permitted to transact
business on a playing field that is tilted in favor of GBCI.

Nations Funds I, Inc., a party to a lease of vehicles with the
Debtors, reserves its rights because it seeks to have the sale
process of the leased equipment that it had previously undertaken
at the consent of the Debtors continue in tandem with the sale
process being undertaken by the Debtors.  Nations also seeks to
make it clear that any proceeds from any sale of the leased
equipment must first be paid to Nations in satisfaction of its
liens.

Tucson Embedded Systems, Inc., a counterparty to certain contracts
relating to turbine engines, complains that it is unclear from the
Bidding Procedures Motion if the Debtors intend to assume these
executory contracts, thus is lacks sufficient information to
meaningfully respond to the assumption procedures set forth in the
Bidding Procedures Motion.

Ford Motor Credit Company LLC, a counterparty to 71 vehicle retail
installment contracts for the purchase of several Ford vehicles,
says it does not consent to the sale of its vehicles free and
clear of its liens, and Ford Credit asserts that the Debtors have
not yet established that any of the other conditions have been
met.  Instead, Ford Credit seeks permission from the Court to sell
its vehicles or, in the alternative, permit the Debtors to sell
the vehicles only if the proceeds generated by the sale of those
vehicles are clearly identified and placed in a separate or
segregate account pending a determination regarding the effect of
its cross-agreement.

In response to the objections raised by the parties-in-interest,
the Debtors tell the Court that they have modified the proposed
bidding procedures in order to accommodate the objections raised.
The Debtors, however, maintain that the bidding procedures should
be approved because they are cognizant that there is no guarantee
that they will receive any additional bids that provide value to
the Debtors' estates that exceeds $67.5 million -- the value of
the GBCI bid.

The Debtors argue that Section 327 is not applicable because the
Agency Agreement is akin to an asset purchase agreement whereby
GBCI is providing guaranteed money ($50 million) to the Debtors
upfront regardless of the ultimate sale proceeds generated.
Unlike Section 327 professionals, if GBCI is not the successful
bidder at the auction, it earns the break-up fee and an expense
reimbursement and walks away without further compensation, Kara
Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, argues for the Debtors.  Also, unlike
Section 327 professionals, if GBCI does not sell the Debtors'
assets for more than $67.5 million, it walks away without any
compensation, Ms. Coyle further argues.  SWEPI LP ("Shell") joins
in the Debtors' omnibus response to the objections, responses and
reservations of rights.

GBCI states that no qualified buyer stepped up with any credible
bid for the Debtors' assets better than the current bid.  The
Agency Agreement represents the Debtors' best, and perhaps only,
opportunity to realize the highest possible values for its assets,
in partnership with one of the most experienced and market-savvy
strategic advisors to distressed businesses in this market
segment, Mark Minuti, Esq. -- mminuti@saul.com -- at Saul Ewing
LLP, in Wilmington, Delaware, argues for GBCI.  GBCI asks the
Court to overrule the objections.

The Debtors are also represented by Michael R. Nestor, Esq., at
YOUNG CONAWAY STARGATT & TAYLOR LLP, in Wilmington, Delaware; and
Josef S. Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr,
Esq., and Matthew L. Warren, Esq., at LATHAM & WATKINS LLP, in
Chicago, Illinois.

GBCI is also represented by Steven J. Reisman, Esq. --
sreisman@curtis.com -- Turner P. Smith, Esq. -- tsmith@curtis.com
-- and Evan S. Borenstein, Esq. -- eborenstein@curtis.com -- at
Curtis, Mallet-Prevost, Colt & Mosle LLP, in New York,

The U.S. Trustee is represented by Tiiara N. A. Patton, Trial
Attorney, United States Department of Justice, Office of the
United States Trustee, in Wilmington, Delaware.

Nations is represented by Chandra J. Williams, Esq. --
Chandra@rawlaw.com -- at RHODUNDA & WILLIAMS, in Wilmington,
Delaware.

Tucson Embedded is represented by Mark S. Casarino, Esq. --
casarinom@whiteandwilliams.com -- at WHITE AND WILLIAMS LLP, in
Wilmington, Delaware; and Donald L. Gaffney, Esq. --
dgaffney@swlaw.com -- and Evans O?Brien, Esq. -- eobrien@swlaw.com
-- at SNELL & WILMER L.L.P., in Phoenix, Arizona.

Ford Credit is represented by:

         Robert T. Aulgur, Jr., Esq.
         Kristi J. Doughty, Esq.
         WHITTINGTON & AULGUR
         651 N. Broad Street, Ste 206
         P.O. Box 1040
         Middletown, DE 19709-1040

Shell is represented by Laurie Selber Silverstein, Esq. --
lsilverstein@potteranderson.com -- and R. Stephen McNeill, Esq. --
rmcneill@potteranderson.com -- at POTTER ANDERSON & CORROON LLP,
in Wilmington, Delaware; and Michael D. Rubenstein, Esq. --
mdrubenstein@liskow.com -- at LISKOW & LEWIS, in Houston, Texas.

                    About Green Field Energy

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

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

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

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

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

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

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

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


GULFCO HOLDING: Claims Creditor Had 'Scheme To Steal' Unit
----------------------------------------------------------
Law360 reported that bankrupt oil drilling equipment holding
company Gulfco Holding Corp. lodged an adversary action in its
case, claiming its Chapter 11 filing stems from secured creditor
Prospect Capital Corp.'s "scheme to steal" its nondebtor operating
affiliate Gulf Coast Machine & Supply Co.

According to the report, in a complaint filed in the Delaware
bankruptcy court, Gulfco said it had borrowed about $42 million
from Prospect in order to buy Texas-based Gulf Coast for $72
million at a blind auction in 2012.

Prospect Capital has pushed for the Chapter 11 case to be thrown
out, five days after the debtor accused it of plotting "to steal"
a nondebtor operating affiliate.  Prospect alleges that Gulfco
filed its case in bad faith because the situation is really just a
two-party dispute that's been improperly cloaked as a Chapter 11
case.

                       About Gulfco Holding

Headquartered in Wilton, Connecticut, Gulfco Holding Corp. filed a
bare-bones Chapter 11 petition (Bankr. D. Del. Case No. 13-13113)
on Nov. 27, 2013.

The Hon. Brendan Linehan Shannon presides over the case.  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP
represents the Debtor in its restructuring effort.  The Debtor
estimated $10 million to $50 million in assets and debts.

According to the list of top unsecured creditors, PNC Bank,
National Association is owed $5.4 million and Prospect Capital
Corp. has a disputed claim of $40.95 million on account of its
shares of stock in Gulf Coast Machine & Supply Company.

Altus Capital Partners II, L.P. and its affiliates, Franklin Park
Co-Investment Fund, L.P., David LeBlanc, and Steven Tidwell own
shares in the company.

Elizabeth A. Burgess, as president and CEO, signed the Chapter 11
petition.


HENRY L. ANDERSON: Motion in Aid of Distribution Okayed
-------------------------------------------------------
Bankruptcy Judge Randy D. Doub granted the Motion in Aid of
Distribution filed by the Chapter 7 trustee of Henry L. Anderson,
Jr.  Judge Doub overruled the objection filed by Stubbs & Perdue,
P.A.

Creditor United States of America supported the Chapter 7
Trustee's request.

On July 19, 2011, the Internal Revenue Service filed a Proof of
Claim No. 9-6 in the amount of $997,551.80, which includes a
secured claim for $629,305.93 in taxes, $121,891.95 in interest,
and $235,885.00 in penalties (total amount of secured claim is
$987.082.88).  In accordance with 26 U.S.C. Sec. 6323(f), the IRS
included evidence of its proper filing of notices of federal tax
liens with the Proof of Claim 9-6.

When the bankruptcy case was in Chapter 11, the Court entered five
orders approving compensation to Stubbs & Perdue as counsel for
the Debtor.  The Total Outstanding amount is $185,430.21

In his Motion, the Chapter 7 Trustee estimates that total funds
receivable in this case will be roughly $702,630.25.  The Total
Receipts include settlement proceeds totaling $595,000.00 that the
Trustee received in settlement of certain claims made by the
bankruptcy estate in an associated adversary proceeding, Anderson
v. A.L. Butler Daniel et al, AP No. 10-00248-8-RDD.

The Chapter 7 Trustee takes the position that 11 U.S.C. Sec.
724(b) precludes distribution of any portion of the Total Receipts
to the Chapter 11 administrative expenses of:

     -- S&P in the amount of $185,430.21,
     -- Philip W. Haigh III, CPA, in the amount of $13,051.97, and
     -- Tony Fisher in the amount of $13,931.25.

The Chapter 7 Trustee seeks entry of an order by the Court which
the Trustee may rely on in making a proper interim distribution
from the estimated Total Receipts.

In objecting to the Trustee Motion, S&P contends that the plain
meaning of Sec. 724(b)(2) under the Bankruptcy Abuse Prevention
and Consumer Protection Act of 2005 controls; not the version as
changed by the Bankruptcy Technical Corrections Act of 2010.  S&P
then argues that the amount of its Chapter 11 expenses,
$105,783.08, that were approved while the BAPCPA version of Sec.
724(b)(2) was in effect, and before the BTCA was enacted on
December 22, 2010, have priority over the IRS secured lien.

In response, the IRS contends that S&P is not entitled to
subordinate, or stand in the shoes of the IRS tax liens, even
under the BAPCPA version of Sec. 724(b)(2). Moreover, the IRS
argues that the BTCA version of Sec. 724(b)(2) applies in this
case, and therefore, S&P's objection is not persuasive. Both
parties agree that the BTCA version of Sec. 724(b)(2) is not
retroactive.

According to Judge Doub, the plain meaning of the BTCA language of
Sec. 724(b)(2) and its legislative history demonstrate that
Congress intended that tax liens not be subordinated to Chapter 11
costs of administration.

A copy of the Court's Feb. 14, 2014 Order is available at
http://is.gd/XMBnbcfrom Leagle.com.

Henry L. Anderson, Jr. filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.C. Case No. 10-00809) on Feb. 3, 2010.  The case was
converted to one under Chapter 7 on Nov. 17, 2011, and James B.
Angell was appointed Chapter 7 Trustee.


HORIZON WOMENS: Baack Wins Stay Relief to Pursue Appeal
-------------------------------------------------------
Chief Bankruptcy Judge Howard R. Tallman in Colorado granted Dr.
Judy Baack's Motion for Relief from Automatic Stay Pursuant to 11
U.S.C. Sec. 362(d) in the chapter 11 case of Horizon Womens Care
Professional LLC.

The Debtor is a medical practice and, prior to 2006, Dr. Judy
Baack and Dr. Heidi Oster were each 50% members of the Debtor.  In
2006, Dr. Baack ceased her medical practice; the relationship
between the members disintegrated; litigation ensued. Dr. Baack
seeks a declaration that the automatic stay is inapplicable to her
appeal against the Debtor, which is currently pending in the
Colorado Court of Appeals; alternatively, she seeks relief from
the automatic stay to continue that appeal.

The state court litigation was initiated by a lawsuit filed by the
Debtor and Dr. Oster -- Plaintiffs -- against Dr. Baack.  Among
the Plaintiffs' claims was their claim for declaratory judgment
that the Debtor had properly terminated Dr. Baack's employment in
Debtor's practice "for cause" under the Employment Agreement
between the Debtor and Dr. Baack.  The trial court found in favor
of the Plaintiffs and declared that Dr. Baack was properly
terminated "for cause" under the agreement.  The trial court
awarded the Plaintiffs their attorney fees with respect to the
declaratory judgment claim under a prevailing party provision of
the Employment Agreement.

On appeal -- Baack I -- the Colorado Court of Appeals reversed the
trial court on the declaratory judgment issue.  It found, because
the trial court found Dr. Baack suffered from a disability, that
the Debtor did not have the option to terminate Dr. Baack "for
cause" under the agreement.  On remand, the trial court entered a
judgment consistent with the order of the Colorado Court of
Appeals. That judgment did not disturb the attorney fee award to
the Plaintiffs in connection with the declaratory judgment claim.

Dr. Baack subsequently filed a motion under Fed.R.Civ.P. Rule
60(b) seeking relief from that award of attorney fees to the
Plaintiffs.  The trial court denied the Rule 60(b) motion and it
is that denial that is the focus of the current appeal.  In his
Motion for Stay Relief, Ms. Baack seeks to continue prosecution of
Baack II free of any strictures of the automatic stay in this
case.

A copy of the Court's Feb 14, 2014 Order is available at
http://is.gd/9d6ejGfrom Leagle.com.

Horizon Womens Care Professional, LLC, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 13-28436) on Nov. 4, 2013,
listing under $1 million in both assets and debts.  Jeffrey
Weinman, Esq. -- jweinman@epitrustee.com -- at Weinman &
Associates, P.C., serves as the Debtor's counsel.


HOUSTON REGIONAL: District Judge to Meet With Lawyers on Friday
---------------------------------------------------------------
U.S. District Judge Lynn Hughes will meet with attorneys Friday
regarding the appeal taken by the Houston Astros baseball team
from the order that officially placed Houston Regional Sports
Network, L.P., into Chapter 11 bankruptcy, according to David
Barron, writing for the Houston Chronicle.

Bankruptcy Judge Marvin Isgur issued a memorandum opinion dated
Feb. 12 to explain his decision in placing CSN Houston into
Chapter 11.  Judge Isgur said:

     -- The Network owns valuable assets.
     -- There is a reasonable possibility that the Network can
        operate profitably.
     -- The Network's managers have fiduciary duties to the
        Estate.
     -- In exercising their fiduciary duties, the Network's
        managers will act to promote the Debtor's long-term
        profitable operation.
     -- The Network's reorganization is far from futile, and there
        are substantial financial interests to protect.
     -- The original involuntary petition was not filed in bad
        faith.
     -- The three creditors who later joined the involuntary
        petition did not join in bad faith.

"Five creditors, each holding a claim not subject to a bona fide
dispute, joined in an involuntary bankruptcy petition against the
Houston Regional Sports Network, L.P. The Network did not answer
the petition. The Houston Astros, a partner and creditor of the
Network, alleges that the petition should be dismissed for bad
faith and because of the futility of the Network's reorganization.
Because the five creditors acted to preserve the Network's value,
and because the Astros have shown no bad faith motive in the
filing, the Court finds an absence of bad faith.  Because the
futility argument is based on a theory that a director appointed
by the Astros has no fiduciary duty to the Estate, the futility
argument also fails.  If the Network does not proceed in chapter
11, it is certain to fail. An order for relief is appropriate,"
Judge Isgur said in his decision available at http://is.gd/7Vb3eL
from Leagle.com.

                           *     *     *

The Houston Chronicle's Mr. Barron also reported that the Astros
and Rockets each claim they are owed more than $27 million in
unpaid rights fees by CSN Houston, according to documents filed
Feb. 17 in the network's Chapter 11 bankruptcy case.  The Astros,
who own 46 percent of the partnership, and who were not paid their
rights fees for the final three months of the 2013 season, are
owed $27,898,563.  The Rockets, who own 31 percent, and who have
not been paid this season, are owed $27,683,693.

Mr. Barron said the teams top a list of the 25 largest unsecured
claims against the network, totaling about $60 million, submitted
in advance of Monday's hearing before Judge Isgur.

The Chronicle said Monday's hearing was the first of several in
which attorneys with Haynes and Boone, the law firm hired to
represent the network, will present routine business requests to
the judge to keep the company in business while it reorganizes.
According to the Chronicle, Haynes and Boone was to ask Judge
Isgur at the hearing to:

     -- extend the time to file schedules of assets and
        liabilities and current income and expenditures;

     -- approve payment to the network's 130 employees, which
        have a semi-monthly gross payroll of about $435,000.
        Employees were paid most recently on Feb. 7, according
        to attorneys;

     -- approve payment of employees' expenses and commissions
        earned prior to the Feb. 7 order for relief, which placed
        the network into Chapter 11; and

     -- authorize the continued use of company business forms and
        records and its cash management system.

               About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.

The Network was officially placed into Chapter 11 bankruptcy
pursuant to a Feb. 7 Order for Relief.

Harry Perrin, Esq., represents Astros owner Jim Crane.  Comcast is
represented by Craig Goldblatt, Esq.  Alan Gover, Esq., represents
the Rockets.


HOUSTON REGIONAL: Astros, Rockets Blast Bid for Examiner
--------------------------------------------------------
Law360 reported that the Houston Astros and the Houston Rockets
blasted efforts by Comcast Corp. to have a bankruptcy examiner
appointed for a regional network it jointly owns with the sports
franchises, saying such a move would strip the teams of their
media rights.

According to the report, in a pair of objections filed with U.S.
Bankruptcy Judge Marvin Isgur, the ball clubs took issue on
Comcast's request to appoint a bankruptcy examiner with the power
to auction Houston Regional Sports Network LP.

               About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.

The Troubled Company Reporter, citing Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reported on Feb. 14,
2014, that the bankruptcy judge in Houston granted the involuntary
Chapter 11 petition against Houston Regional.


INVEST N RETIRE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Invest n Retire LLC
           fdba Internet Investment Education, LLC
        506 SW 6th Ave, Ste 1200
        Portland, OR 97204

Case No.: 14-30772

Chapter 11 Petition Date: February 18, 2014

Court: United States Bankruptcy Court
       District of Oregon

Judge: Hon. Trish M Brown

Debtor's Counsel: Robert J Vanden Bos, Esq.
                  VANDEN BOS & CHAPMAN, LLP
                  319 SW Washington #520
                  Portland, OR 97204
                  Tel: (503) 241-4869
                  Email: vbcservice@yahoo.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Darwin K. Abrahamson, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/orb14-30772.pdf


JEFFERSON COUNTY, AL: Moody's Hikes  Rating on $89.6MM Debt to B1
-----------------------------------------------------------------
Moody's Investors Service has upgraded to Ba3 from Caa3 the rating
on Jefferson County's (AL) $89.6 million in outstanding Series
2003-A and 2004-A general obligation limited tax debt, to B1 from
Ca the rating on $78.4 million in outstanding lease revenue
warrants issued through the Jefferson County Public Building
Authority and to Ba3 from B3 the rating on $726 million in
outstanding limited obligation school warrants. Moody's has also
upgraded to Ba3 from Caa3 the county's outstanding issuer rating.
The issuer rating incorporates Moody's assessment of the county's
implied unlimited general obligation pledge; the outlook on all of
the warrants is stable.

Ratings Rationale

The rating upgrades to Ba3 and B1 on the general obligation and
lease revenue debt reflect the county's recent exit from Chapter 9
bankruptcy. The upgrades acknowledge the substantial structural
improvements that the county has made in terms of its debt and
operating cost structure, the restoration of financial reserves,
and the relative strengths of its economic base. At the same time,
the upgrades reflect some lingering risks to its nascent recovery,
including its ability to produce timely financial reporting, the
absence of a detailed recovery plan, and the county sewer system's
dependence upon annual rate increases to fund debt service
payments, which could place additional stress on the county. The
rating upgrade to Ba3 on the limited obligation school warrants
reflects satisfactory legal protections for warrant-holders, a
limited but dedicated special revenue stream, and adequate debt
service coverage. The school warrants are secured by a 1%
education sales and use tax. The Ba3 rating on the limited
obligation school warrants is also capped at the general
obligation debt rating, as discussed in our Special Comment "Most
Special Tax Ratings Capped at Government's General Obligation
Rating -- Legal Separation Needed to Pierce GO," dated October 8,
2012.

The stable outlook reflects the expectation that Jefferson County
will continue to reinforce its recovery through conservative
budgeting, improving reserve levels, the publication of more
timely financial audits, and the smooth implementation of sewer
system rate increases. Should the county so bolster its recovery,
it would likely be on a trajectory toward relatively rapid credit
improvement and rise to solid investment grade within several
years.

Strengths:

-- Improved and now strong reserve levels through fiscal 2012
    audited results

-- Large and relatively strong regional economy and tax base

-- Significantly restructured debt profile

-- Achievement of balanced operations through significant
    downsizing

-- Below average unemployment levels

Challenges:

-- Ability to produce balanced budgets which maintain or grow
    reserves

-- Ability to provide timely annual financial statements

-- Ability to develop and implement a detailed recovery plan

-- Still above-average debt burden

Outlook

The stable outlook reflects the expectation that Jefferson County
will continue to strengthen its overall financial position through
conservative budgeting, improving reserve levels, the release of
timely financial audits and the implementation of approved reserve
policies.

What Could Make The Rating Go UP:

-- Increases in General Fund reserves

-- Track record of financial and economic stability after exit
    from bankruptcy

-- Implementation of reserve policies and timely annual
    financial statements

What Could Make The Rating Go DOWN:

-- Sizeable decreases in General Fund reserves

-- Late county annual financial statements

-- Increases in debt burden

-- Likelihood of re-default or another bankruptcy filing

-- Substantial decline in overall tax base

The principal methodology used in rating the general obligation
debt was US Local Government General Obligation Debt published in
January 2014. The principal methodology used in rating the lease
debt was The Fundamentals of Credit Analysis for Lease-Backed
Municipal Obligations published in December 2011. The principal
methodology used in rating the special tax debt was US Public
Finance Special Tax Methodology published in March 2012.


KEYUANA LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Keyuana, LLC
        670 W 20th St
        Hialeah, FL 33010

Case No.: 14-13791

Chapter 11 Petition Date: February 18, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Jay Cristol

Debtor's Counsel: Brett M Amron, Esq.
                  BAST AMRON LLP
                  1 SE 3 Ave #1440
                  Miami, FL 33131
                  Tel: (305) 379-7904
                  Fax: (305) 379-7905
                  Email: bamron@bastamron.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Mehrdad Fahimipour, manager/member.

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


LABORATORY PARTNERS: Exclusivity Periods Extended Through June
--------------------------------------------------------------
Laboratory Partners Inc., and its affiliated debtors will have
control of their restructuring through June 2013.  Earlier this
month, Bankruptcy Judge Peter J. Walsh extended the Debtors' so-
called exclusivity periods wherein only the Debtors have the
exclusive right to propose and solicit acceptances for a Chapter
11 plan of reorganization.  The exclusive plan filing period is
extended through and including April 23, 2014, and the
solicitation period is extended through June 23, 2014.

The Court's order, dated Feb. 4, is without prejudice to the
Debtors' right to seek further extensions of the exclusivity
periods.

Laboratory Partners and its debtor-affiliates, some of which do
business as MedLab, are funding their business operations while in
Chapter 11 case using (i) secured DIP financing from The Bank of
New York Mellon, as administrative and collateral agent, for and
on behalf of Marathon Special Opportunity Fund LP, as lender; and
(ii) cash collateral which secures the Debtors' obligations to the
prepetition agent and prepetition lenders.

On Nov. 23, 2013, the Bankruptcy Court entered a final order
approving the DIP financing and the use of cash collateral.

At the time the Debtors filed for bankruptcy, they owed
$21,595,465 under a prepetition credit facility with BoNY, as
administrative and collateral agent, and lenders Marathon CLO I
Ltd, Marathon CLO II Ltd, Marathon Financing I BV and, solely with
respect to an additional term loan, Marathon Special Opportunity
Fund LP.  The prepetition debt obligations are secured by
substantially all of the assets of debtor-affiliates Terre Haute
Medical Laboratory Inc., Medlab Ohio Inc., Biological Technology
Laboratory Inc., and Suburban Medical Laboratory Inc., as
prepetition borrowers.  Laboratory Partners Inc. serves as
guarantor under the prepetition facility.

The DIP Facility provides for an initial draw of up to $2,850,000,
less the so-called roll-up obligations, and a second draw of up to
$2,150,000.  Early in the case, the Debtors were authorized to
borrow up to the amount of the First Draw Loan.

Pursuant to the Final DIP Order, the DIP Lender will have the
right to "credit bid" the DIP obligations during any sale of the
Debtors' assets.

A copy of the Final DIP Order is available at no extra charge at:

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

As reported by the Troubled Company Reporter on Feb. 12, 2014,
Judge Walsh approved bid protections for Laboratory Corporation of
America Holdings as the stalking horse bidder for the Debtors'
"Talon Division."  The Talon Division refers to the clinical
laboratory and anatomic pathology services to (i) physicians,
physician officers and medical groups (the "PO Division") in
Indiana, Illinois, and (ii) Union Hospital, Inc., in Terre Haute
and Clinton, Indiana (the "UH Division" and, together with the PO
Division, the "Talon Division").

LabCorp will start the auction with its $10.5 million bid.

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

The U.S. Department of Health and Human Services has filed an
objection to the sale, saying it violates regulations that protect
patients' privacy.

                            Bonus Plan

In November, the Debtors obtained Court authority to implement a
key employee incentive plan and make related payments to key
employees who perform critical functions.  The Key Employees will
be eligible for certain cash bonus opportunities under the terms
and conditions set forth in the KEIP, provided that the Key
Employee is employed by the Debtors on the closing of the sale of
all or a significant portion of the assets related to the Debtors'
Long-Term Care Division or the Talon Division, as applicable.  The
maximum aggregate cash bonus payments to all Key Employees under
the KEIP will not exceed $785,104.

A copy of the Debtors' KEIP Motion is available at no extra charge
at http://bankrupt.com/misc/LABORATORYPATNERSkeyemployeeplan.pdf

                     About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, and several affiliates filed petitions for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on
Oct. 25, 2013, in Delaware.

The debtor-affiliates are Kilbourne Medical Laboratories, Inc.,
MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological
Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc.,
and Pathology Associates of Terre Haute, Inc.  Certain of the
Debtors do business as MEDLAB.

Judge Peter J. Walsh presides over the case.  Laboratory Partners
is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert
Dehney, Esq., and Erin R. Fay, Esq.; and Pillsbury Winthrop Shaw
Pittman LLP's Leo T. Crowley, Esq., and Margot P. Erlich, Esq. and
Jonathan J. Russo, Esq.  BMC Group Inc. serves as claims and
administrative agent.  Duff & Phelps Securities LLC serves as the
Debtors' investment bankers.

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


LABORATORY PARTNERS: Lease Decision Period Extended Through May
---------------------------------------------------------------
At the behest of Laboratory Partners Inc., and its affiliated
debtors, Bankruptcy Judge Peter J. Walsh extended the deadline by
which the Debtors may assume or reject leases of nonresidential
real property pursuant to Sec. 365(d)(4) of the Bankruptcy Code
for an additional 90 days through and including May 27, 2014.

The order is without prejudice to the Debtors' rights to seek
further extension of the lease decision deadline.

                     About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, and several affiliates filed petitions for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on
Oct. 25, 2013, in Delaware.

The debtor-affiliates are Kilbourne Medical Laboratories, Inc.,
MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological
Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc.,
and Pathology Associates of Terre Haute, Inc.  Certain of the
Debtors do business as MEDLAB.

Judge Peter J. Walsh presides over the case.  Laboratory Partners
is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert
Dehney, Esq., and Erin R. Fay, Esq.; and Pillsbury Winthrop Shaw
Pittman LLP's Leo T. Crowley, Esq., and Margot P. Erlich, Esq. and
Jonathan J. Russo, Esq.  BMC Group Inc. serves as claims and
administrative agent.  Duff & Phelps Securities LLC serves as the
Debtors' investment bankers.

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


LABORATORY PARTNERS: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Laboratory Partners, Inc.'s schedules of assets and liabilities
filed with the Bankruptcy Court in December, discloses the
following financial information:

     Name of Schedule             Assets           Liabilities
     ----------------             ------           -----------
A - Real Property

B - Personal Property      $43,034,702.91

C - Property Claimed
     As Exempt

D - Creditors Holding                           $24,109,703.42
     Secured Claims                                     UNKNOWN

E - Creditors Holding                                    $0.00
     Unsecured Priority                                 UNKNOWN
     Claims

F - Creditors Holding                          $108,247,364.00
     Unsecured Nonpriority                              UNKNOWN
     Claims
                             --------------     ---------------
                             $43,034,702.91     $132,357,067.42
                                                   PLUS UNKNOWN

The assets include $38,081,059.39 of Intercompany Receivable from
MedLab Ohio, Inc.; and patents, copyrights, and other intellectual
property, including the "MEDLAB" tradename and trademark, which
the Debtors assigned an "Unknown" value.

A copy of Laboratory Partners' Schedules is available at no extra
charge at http://bankrupt.com/misc/LABORATORYPATNERSsal.pdf

                     About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, and several affiliates filed petitions for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on
Oct. 25, 2013, in Delaware.

The debtor-affiliates are Kilbourne Medical Laboratories, Inc.,
MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological
Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc.,
and Pathology Associates of Terre Haute, Inc.  Certain of the
Debtors do business as MEDLAB.

Judge Peter J. Walsh presides over the case.  Laboratory Partners
is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert
Dehney, Esq., and Erin R. Fay, Esq.; and Pillsbury Winthrop Shaw
Pittman LLP's Leo T. Crowley, Esq., and Margot P. Erlich, Esq. and
Jonathan J. Russo, Esq.  BMC Group Inc. serves as claims and
administrative agent.  Duff & Phelps Securities LLC serves as the
Debtors' investment bankers.

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


MILK SPECIALTIES: Moody's Cuts CFR & Secured Debt Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded Milk Specialties Company's
Corporate Family Rating (CFR) to B3 from B2 and the company's
Probability of Default Rating (PDR) to Caa1-PD from B3-PD. At the
same time, Moody's downgraded the company's senior secured credit
facilities, which include a $250 million principle senior secured
term loan and a $35 million revolving credit facility, to B3 from
B2. The rating outlook is maintained at stable.

The downgrade was largely driven by the likelihood that the
company's profitability will remain below Moody's expectations for
the next few quarters. The top-line has been growing at a healthy
pace driven by solid end-user demand for Milk Specialties'
products, but margins have weakened primarily because of
relatively high input costs (primarily WPC34). As a result,
leverage as measured by Moody's adjusted debt-to-EBITDA increased
to 4.6 times at December 28, 2013 from 4.1 times at fiscal year
end June 2013. The company's leverage and interest coverage
covenants were tight at December 31, 2013 and are expected to step
down quarterly.

According to Moody's Analyst Brian Silver, "Milk Specialties'
expansion into lower cost whey regions has only partially offset
an underlying increase in commodity costs stemming from a related
supply shortage in milk powders, which has driven WPC34 to
relatively high levels." Silver continued, "We believe that a
covenant waiver may be necessary in the next few months if margins
do not rebound".

The following ratings have been downgraded:

-- Corporate Family Rating (CFR) to B3 from B2;

-- Probability of Default Rating (PDR) to Caa1-PD from B3-PD;

-- $35 million senior secured revolving credit facility due 2017
    to B3 (LGD3, 36%) from B2 (LGD3, 35%);

-- $250 million senior secured first lien term loan due 2018 to
    B3 (LGD3, 36%) from B2 (LGD3, 35%).

The outlook remains stable.

Ratings Rationale

The B3 CFR reflects Milk Specialties' small though improving
scale, relatively high leverage, low margins that have been under
pressure the last few quarters, cash flow constrained by large
capital investments, the company's lack of product diversification
because of its focus within niche human and animal nutrition
segments, and an adequate but not strong liquidity profile.
Further, while the rating incorporates Moody's view that the
company's progress in expanding its operating facilities will
remain on track, which Moody's recognize improves the company's
geographic diversification profile, Moody's expect lower capital
investments will be required going forward. The rating benefits
from the company's leadership position as an independent processor
of whey protein in the US, good customer diversification and a
growing network of independent whey stream suppliers. During the
last few years, the company has benefited from growing demand for
whey in the sports nutrition and health and wellness markets and
its commitment to expanding its manufacturing footprint and
capacity, two trends that are likely to continue.

The stable outlook reflects Moody's expectation that both
operating performance and financial leverage will improve during
the next 12 - 18 months. Deleveraging is largely expected to come
from margin expansion while debt repayment is more likely to occur
over time. Further, Moody's expects free cash flow generation will
become positive over this period as capacity expansions are
realized and investment spending eases. The stable outlook also
expects the company to be successful in obtaining covenant relief
if necessary.

While not likely in the foreseeable future, the ratings could be
upgraded if Milk Specialties is able to improve and sustain EBIT
margins above 6% while reducing leverage to approach 4.0 times.
Also, an upgrade would require the company to generate positive
free cash flow on an annual basis. Alternatively, the ratings
could be downgraded if the company experiences meaningful cost
overruns on capital projects or if liquidity deteriorates further
and requires additional reliance on its revolver. In addition,
prolonged negative free cash flow generation or leverage that
climbs above 5.5 times could result in a negative rating action. A
downgrade would also occur if the company breaches its financial
maintenance covenants and is not able to obtain relief from its
lenders.

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

Milk Specialties Company is a leading independent manufacturer of
whey and specialty dairy protein ingredients for the sports
nutrition, health and wellness, food manufacturing and animal
nutrition end markets. Milk Specialties was acquired by Kainos
Capital (formerly HM Capital Partners LLC) in December 2011.
Revenues for the twelve months ending December 28, 2013, were
approximately $662 million.


MODULAR SPACE: S&P Assigns 'B-' CCR & Rates $365MM Sr. Notes 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
corporate credit rating to mobile office and modular building
lessor Modular Space Corp.  The outlook is stable.  At the same
time, S&P assigned a 'B-' issue rating to the company's proposed
$365 million senior secured second-lien notes due 2019, with a
recovery rating of '4', which indicates S&P's expectation of an
average (30%-50%) recovery in the event of a payment default.

The rating reflects S&P's view of the cyclicality of demand for
Modular Space's leased modular units as well as the company's
significant debt levels and weak credit metrics, offset somewhat
by its substantial market position in the modular space industry,
which S&P believes is beginning to recover from a prolonged slump
related to the economic downturn.  S&P's rating also factors in
the fairly diverse end markets the company serves, its very low
customer concentration, and its contracted revenue stream
generated by intermediate-term leases.  S&P assess Modular Space's
business risk profile as "weak," its financial risk profile as
"highly leveraged," its liquidity as "adequate," and its
management as "fair," based on S&P's criteria.

The outlook is stable.  "We expect Modular Space to benefit from
continued strong demand in Canada and strengthening demand in the
U.S.," said Standard & Poor's credit analyst Betsy Snyder.  "This,
coupled with the company's efforts to improve asset utilization,
should result in a modest improvement in its credit metrics over
the next 18 months."  S&P has already factored the conversion of
the preferred stock into equity into the rating.

S&P could raise the rating if the expected improvement occurs and
FFO to debt reaches the high single-digit percent area.

Considered less likely, S&P could lower the rating if operating
challenges or lower-than-anticipated demand prevents the expected
improvement in credit metrics from occurring, resulting in FFO to
debt declining to the low single-digit percent area.


MPH INTERMEDIATE: Moody's Puts 'B2' CFR on Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of MPH Intermediate
Holding Company 2 (the indirect parent of MultiPlan, Inc.) under
review for downgrade, including the company's B2 Corporate Family
Rating, B2-PD Probability of Default Rating, and debt instrument
ratings at both MPH Intermediate Holding Company 2 and MultiPlan,
Inc. The review was prompted by the announcement on February 17,
2014 that Starr Investment Holdings and Partners Group AG have
agreed to purchase MultiPlan from BC Partners Holdings and Silver
Lake Management.

The following ratings were placed under review for downgrade:

MPH Intermediate Holding Company 2:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$750 million Senior PIK Debentures at Caa1 (LGD 5, 88%)

MultiPlan, Inc.:

$75 million senior secured revolving credit facility at Ba2
(LGD 2, 19%)

$1,130 million senior secured term loan at Ba2 (LGD 2, 19%)

$675 million senior global notes at B3 (LGD 4, 61%)

Ratings Rationale

Although financing details have not been provided, the company
could have higher financial leverage following the pending sale.
The rating review will focus primarily on the financial leverage
and the capital structure that will result from the sale to Starr
Investment Holdings and Partners Group AG, as well as ongoing
operating trends at Multiplan.

The B2 Corporate Family Rating (currently under review) reflects
the company's small absolute size based on revenue, high financial
leverage, and aggressive financial policy. The ratings are further
constrained by the company's high customer concentration and lack
of organic growth within the company's Primary PPO Network
segment. MultiPlan's ratings are supported by the company's
leading scale and market position in the PPO industry, solid and
improving operating margins, and stable free cash flow. In
addition, Moody's favorably views the PPO industry's high barriers
to entry, solid organic growth within MultiPlan's Complementary
PPO Network business, and the company's solid track record of debt
reduction.

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

MPH Intermediate Holding Company 2's principal subsidiary is
MultiPlan, Inc., an independent Preferred Provider Organization
(PPO) in the U.S. The company provides health care cost management
services via contract arrangements between health insurance
companies, national and regional health plans, third party
administrators, self-insured employers, Taft-Hartley sponsored
plans and federal and state government agencies. MultiPlan
directly negotiates contracts with healthcare providers to achieve
significant discounts compared to the providers' fee-for-service
rates. The company's revenues are generated from discounts
provided for payors that access the company's provider network,
and amounted to approximately $664 million for the twelve months
ended September 30, 2013.


OCOTILLO MANAGEMENT: Case Summary & 6 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Ocotillo Management Company, LLC
        5151 E. Broadway STE 1600
        Tucson, AZ 85711

Case No.: 14-01900

Chapter 11 Petition Date: February 18, 2014

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

Judge: Hon. Eileen W. Hollowell

Debtor's Counsel: Alan R. Solot, Esq.
                  ALAN R. SOLOT
                  2701 E. Speedway STE 203
                  Tucson, AZ 85716
                  Tel: 520-299-1465
                  Fax: 520-299-1482
                  Email: arsolot@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joe Nehls, co-manager.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb14-1900.pdf


OLLIE ALLEN HOLDING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Ollie Allen Holding Company, LLC
        427 Convent Avenue
        New York, NY 10031

Case No.: 14-22204

Chapter 11 Petition Date: February 18, 2014

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Hon. Robert D. Drain

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE
                  GENOVESE & GLUCK, P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  Email: amg@robinsonbrog.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Goldwasser, authorized
individual.

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


NATIONAL CONSUMER: Caesars Casino Must Return $1.5-Mil.
-------------------------------------------------------
Law360 reported that a Caesars Entertainment Corp. casino must
surrender $1.48 million to a bankruptcy trustee representing a
now-defunct mortgage company, after a Nevada federal jury ruled
that the gambling money collected by the Rio Casino was raised
through a $32 million Ponzi scheme.

According to the report, the jury found that the Rio Casino, owned
by Caesars unit Rio Properties Inc., had received property of
National Consumer Mortgage Inc., a residential mortgage company
used as a front by the company's president Salvatore Favata when
he used cashier's checks to gamble.

The case is Brincko v Rio Properties Inc., Case No. 2:10-cv-00930
(D. Nev.).  The case is before Judge Philip M. Pro.  The case was
filed on June 10, 2010.

Headquartered in Orange, California, National Consumer Mortgage
LLC -- http://www.nationalconsumermortgage.com/-- is an
independent mortgage brokerage that creates and processes home
loans.  The Debtor filed for chapter 11 protection on Apr. 3, 2006
(Bankr. C.D. Calif. Case No. 06-10429).  Lorraine L. Loder, in Los
Angeles, California, represents the Debtor.  David L. Neale, Esq.,
at Levene, Neale, Bender, Rankin & Brill L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$1,102,135 and total debts of $32,846,858.  On June 22, 2006, John
P. Brinco was appointed as the Debtor's Chapter 11 Trustee.  He is
represented by the lawyers at Baker & McKenzie LLP.


NATURAL MOLECULAR: Court Extends Plan Filing Exclusivity Until May
------------------------------------------------------------------
The Hon. Marc Barreca of the U.S. Bankruptcy Court for the Western
District of Washington extended the exclusive period of Natural
Molecular Testing Corporation to file a Chapter 11 plan of
reorganization until May 30, 2014.

As reported in the Troubled Company Reporter on Feb. 11, 2014,
the Debtor told the Court that extending the exclusivity period
will allow "an unfettered opportunity" to draft a confirmable plan
of reorganization without the burden of responding to competing
plans.  An extension allows the Debtor "a level of focus" that
cannot occur if the Debtor must split its attention, said
Elizabeth H. Shea, Esq., at Hacker & Willig Inc. P.S.

Ms. Shea said, as demonstrated by the record in the case, the
unsecured creditor's committee has been very active in the
bankruptcy and may seek to propose its own plan prior to May 30,
2014, absent an extension of the exclusivity period.  However, any
competing plan will only serve to increase attorneys' fees and
costs for all parties-in-interest and provide unnecessary
distractions, she adds.

Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle.  Hacker
& Willig, Inc., P.S., serves as its bankruptcy counsel. The
closely held company said assets are worth more than $100 million
while debt is less than $50 million.

Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a
five-member Committee of Unsecured Creditors.  Foster Pepper's
Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance
Keenan, Esq., serve as the Committee's attorneys.


NNN CYPRESSWOOD: Court Dismisses Chapter 11 Bankruptcy Case
-----------------------------------------------------------
The Hon. Carol A. Doyle of U.S. Bankruptcy Court for the Northern
District of Illinois dismissed the Chapter 11 case of NNN
Cypresswood Drive 25 LLC.

As reported in the Troubled Company Reporter on Nov. 19, 2013,
the U.S. Trustee asked the bankruptcy court to enter an order
dismissing the Debtor's Chapter 11 case, saying the automatic stay
has been lifted on the Debtor's sole asset and the Debtor cannot
confirm a plan of reorganization.

The Bankruptcy Judge entered an order on Oct. 24, 2013, approving
the motion of secured creditor WBCMT 2007-C33 Office 9720 for
relief from the automatic stay.

                    About NNN Cypresswood Drive

NNN Cypresswood Drive 25, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 12-50952) on Dec. 31, 2012, in Chicago.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), had principal assets located at 9720 & 9730 Cypresswood
Drive, in Houston, Texas.  The Debtor valued its assets and
liabilities at less than $50 million.  In its schedules, the
Debtor disclosed assets of Unknown amount and $35,181,271 in
liabilities as of the Chapter 11 filing.

Michael L. Gesas, Esq., at Arnstein & Lehr LLP, in Chicago,
represent the Debtor as counsel.  Mubeen M. Aliniazee and
Highpoint Management Solutions, LLC, serve as the Debtor's
financial consultant.

No trustee, examiner, or statutory creditors' committee has been
appointed in this chapter 11 case.


PALM BEACH COMMUNITY: Seeks Until May 19 to File Chapter 11 Plan
----------------------------------------------------------------
Palm Beach Community Church Inc. asks the U.S. Bankruptcy Court
for the Southern District of Florida to extend its exclusive
period to file a Chapter 11 plan and disclosure statement
describing that plan until May 19, 2014.

A hearing is set for Feb. 27, 2014, at 1:30 p.m., at 1515 N
Flagler Drive Room 801 Courtroom B, West Palm Beach, to consider
approval of the Debtor's extension request.

The Debtor tells the Court that it requires additional time to
file its plan and disclosure statement so that claims can be
analyzed and evaluated, consider offers to purchase the Church
property situated on 11.6 acres and contains a 50,000 square foot
multipurpose facility, seek workout with the secured lender, and
formulate and present a plan of reorganization.

The Debtor adds that it has been aggressively marketing its real
property and has provided pertinent documents relating to the
property to several real estate brokers.  The Debtor notes it is
considering its options for a sale of the property, a workout with
the secured lender and other alternatives.

Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013.  The
petition was signed by Raymond Underwood as president.  The Debtor
scheduled total assets of $14.6 million and total liabilities of
$11.43 million.

Palm Beach Community Church won permission to employ Robert C.
Furr and the law firm of Furr and Cohen, P.A., as attorney; and
Roy Wiley and Covenant Financial, Inc. dba SmartPlan Financial
Services as accountants.

In December, the U.S. Trustee informed the Bankruptcy Court that
it was unable to appoint a committee of creditors in the case.


PARADISE EDUCATION: S&P Lowers Rating on Revenue Bonds to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on the Pima County Industrial Development
Authority, Ariz.'s series 2003A, 2006, and 2010 education revenue
bonds.  The bonds are secured by payments received from Paragon
Management Inc., doing business as Paradise Education Center, a
charter school.  The outlook is stable.

"The lowered rating reflects our opinion of Paradise's merely
adequate coverage of maximum annual debt service for the rating
category, mixed operations for the past few years, and diminished
cash as a result of construction cost overruns," said Standard &
Poor's credit analyst Carlotta Mills.

The 'BB+' rating also reflects S&P's opinion of:

   -- The potential that the school could lose its charter prior
      to the bonds' maturity (as with all charter schools);

   -- Maximum annual debt service coverage of just 1.0x for fiscal
      2013 and projected coverage of only 1.1x for fiscal 2014;

   -- Only adequate 29 days' on hand as of year-end fiscal 2013;
      and

   -- Construction cost overruns that required the drawdown of
      cash reserves and the issuance of additional debt; however,
      construction is now complete.

The school has $27.2 million in long-term debt, including a
$550,000 five-year note payable that was used to fund cost
overruns on the most recent construction project.


QBEX ELECTRONICS: Creditors Want Case Converted to Chapter 7
------------------------------------------------------------
Creditors of QBEX Electronics Corp., Inc. asked U.S. Bankruptcy
Judge Robert Mark to convert the Chapter 11 cases of the company
and its two affiliates to liquidation under Chapter 7 of the
Bankruptcy Code.

The companies "do not have any hope of restructuring, obtaining
exit financing or otherwise," the committee representing QBEX's
unsecured creditors said in court papers filed last week.

"There is a continuing loss to and diminution of the estate by
virtue of the debtors' decline in business, state of wind-down and
the accrual of Chapter 11 administrative claims," the creditors
committee said.

The move came after QBEX reportedly failed to sell its business
and obtain financing to support its emergence from bankruptcy.
The period of time during which QBEX alone holds the right to file
a reorganization plan also expired on Dec. 7, and the company did
not file a request to further extend it.

The company is now entertaining offers for its inventory and
receivables.  The highest offer it has received so far came from
an entity owned by the wife of QBEX President Jorge Alfonso,
according to the unsecured creditors' committee.

In a separate filing, The Export-Import Bank of the United States
also proposed the conversion of the case to Chapter 7, saying QBEX
is now winding down operations and won't be proposing a
restructuring plan.

A court hearing on the request to convert the case is scheduled
for March 4.  Objections are due by Feb. 25.

The Creditors Committee is represented by:

         Glenn D. Moses, Esq.
         GENOVESE JOBLOVE & BATTISTA, P.A.
         100 Southeast Second Street, Suite 4400
         Miami, Florida 33131
         Tel: (305) 349-2300
         Fax: (305) 349-2310

ExIm is represented by:

         Tracy J. Whitaker, Esq.
         Charles E. Canter, Esq.
         U.S. Department of Justice
         Civil Division
         P.O. Box 875
         Washington, DC 20044
         Tel: (202) 616-2236

                     About QBEX Electronics

QBEX Electronics Corporation, Inc., based in Miami, Florida, and
its affiliates, Qbex Colombia, S.A., and Comercializadora De
Productos Tecnologicos CPT Colombia SAS, are manufacturers,
assemblers and distributors of personal computers, notebooks,
tablets and compatible accessories, marketed throughout Latin
America under the QBEX brand.

QBEX Electronics filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 12-37551) on Nov. 15, 2012.  Judge Robert A. Mark
oversees the case.  Robert D. Peters, Esq., Robert A. Schatzman,
Esq., and Steven J. Solomon, Esq., at GrayRobinson, P.A., serve as
the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, 2012, listing $433,627 in
assets and $5,792,217 in liabilities.

Glenn D. Moses, Esq., and Michael L. Schuster, Esq., at Genovese
Joblove & Battista, P.A., represent the Official Committee of
Unsecured Creditors.  The Committee tapped Marcum, LLP, as its
financial advisors.


QBEX ELECTRONICS: EmIx Wants QBEX Access to Cash Collateral Denied
------------------------------------------------------------------
The Export-Import Bank of the United States is asking U.S.
Bankruptcy Judge Robert Mark to terminate Qbex Electronics Corp.,
Inc.'s authorization to use its cash collateral.

The move came after QBEX allegedly failed to make monthly payments
to ExIm as required by an earlier court order, which allowed the
company to use the bank's cash collateral.

The court order granted ExIm a replacement lien in all of QBEX's
assets but it also failed to "adequately protect the bank's
security interest" in those assets given its dwindling business,
according to Charles Canter, a government lawyer representing the
bank.

"[QBEX] is no longer operating its business and the value of
ExIm's collateral declines steadily," Mr. Canter said in court
papers filed last week.

Mr. Canter can be reached at:

         Charles E. Canter, Esq.
         U.S. Department of Justice
         Civil Division
         P.O. Box 875
         Washington, DC 20044
         Tel: (202) 616-2236

                     About QBEX Electronics

QBEX Electronics Corporation, Inc., based in Miami, Florida, and
its affiliates, Qbex Colombia, S.A., and Comercializadora De
Productos Tecnologicos CPT Colombia SAS, are manufacturers,
assemblers and distributors of personal computers, notebooks,
tablets and compatible accessories, marketed throughout Latin
America under the QBEX brand.

QBEX Electronics filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 12-37551) on Nov. 15, 2012.  Judge Robert A. Mark
oversees the case.  Robert D. Peters, Esq., Robert A. Schatzman,
Esq., and Steven J. Solomon, Esq., at GrayRobinson, P.A., serve as
the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, 2012, listing $433,627 in
assets and $5,792,217 in liabilities.

Glenn D. Moses, Esq., and Michael L. Schuster, Esq., at Genovese
Joblove & Battista, P.A., represent the Official Committee of
Unsecured Creditors.  The Committee tapped Marcum, LLP, as its
financial advisors.


QUANTUM FOODS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 cases:

     Debtor                               Case No.
     ------                               --------
     Quantum Foods, LLC                   14-10318
        aka Q Foods, LLC
     750 South Schmidt Road
     Bolingbrook, IL 60440

     Quantum Foods 213-D, LLC             14-10319
     750 South Schmidt Road
     Bolingbrook, IL 60440

     Quantum Culinary, LLC                14-10320
     525 Crossroads Parkway
     Bolingbrook, IL 60440

     GDC Logistics, LLC                   14-10321
     550 West North Frontage Road
     Bolingbrook, IL 60440

     Choice One Foods, LLC                14-10322
        aka Quantum Choice One Foods, LLC
     4020 South Compton Avenue
     Los Angeles, CA 90011

Type of Business: Processor of proteins, including beef, pork and
                  poultry

Chapter 11 Petition Date: February 18, 2014

Court: United States Bankruptcy Court
       District of Delaware

Debtors' General     Daniel J. McGuire, Esq.
Counsel:             Gregory M. Gartland, Esq.
                     Caitlin S. Barr, Esq.
                     WINSTON & STRAWN LLP
                     35 W. Wacker Drive
                     Chicago, IL 60601 -9703
                     Tel: (312) 558-5600
                     Fax: (312) 558-5700
                     Email: DMcguire@winston.com
                            GGartland@winston.com
                            CSBarr@winston.com

Debtors' Local       M. Blake Cleary, Esq.
Counsel:             Kenneth J. Enos, Esq.
                     Andrew Magaziner, Esq.
                     YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                     1000 North King Street
                     Wilmington, DE 19801
                     Tel: 302-571-6600
                     Fax: 302-571-1253
                     Email: Email: mbcleary@ycst.com
                                   kenos@ycst.com
                                   amagaziner@ycst.com

Debtors' Claims      BMC GROUP, INC
and Noticing
Agent:

Debtors'             FTI CONSULTING
Financial
Advisors:

Debtors'             CITY CAPITAL ADVISORS
Investment Banker

                                  Estimated      Estimated
      Debtor                      Assets         Debts
      ------                      ------------   ---------
Quantum Foods, LLC                $50MM-$100MM   $100MM-$500MM
Quantum Foods 213-D, LLC          $1MM-$10MM     $1MM-$10MM
Quantum Culinary, LLC             $1MM-$10MM     $1MM-$10MM
GDC Logistics, LLC                $1MM-$10MM     $1MM-$10MM
Choice One Foods, LLC             $1MM-$10MM     $1MM-$10MM

The petitions were signed by Edward B. Bleka, chief executive
officer and manager.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
UFCW LOCAL 1546-H&W FUND            Labor Union        $1,046,513
312-829-4526
patty@umcfund.com
1649 W. Adams Street 3rd Floor
CHICAGO IL 60612

Independent Purchasing              Trade Debt         $982,734
Cooperative
jzerbino@ipcoop.com
9200 South Dadeland Blvd. Ste, 705
Miami FL 33156

Tyson Fresh Meats, Inc.             Trade Debt         $890,765
Katherine.Hale@tyson.com
88031 Expedite Way
Chicago IL 60695-0001

Peco Foods, Inc.                    Trade Debt         $648,366
amedina@pecofoods.com
P.O. BOX 71273
Chicago IL 60694-1273

Specialized Staffing Solutions      Tem Labor          $626,108
bob@ssslabor.com
P.O. BOX 823473
Philadelphia PA 19182-3473

The Powers Company                  Consultant         $580,000
dawn@thepowerscompany.com
P.O. BOX 337
Clemont GA 30527

King Meat, Inc.                     Trade Debt         $472,362
gene@bicaraltd.com
4215 Exchange Avenue
Los Angeles CA 90058-2604

Excel Displays & Packaging          Trade Debt         $466,825
mgonzalez@xlpop.com
4390 Liberty Street
Aurora IL 60504

Colorado Premium Foods, Inc.        Trade Debt         $434,036
Carla.Hays@coloradopremium.com
Department 0802
Denver CO 80256

Robert Reiser & Co. Inc.            Trade Debt         $423,858
781-821-8109
jmoore@reiser.com
725 Dedham Street
Canton MA 02021

Direct Energy Business               Utility           $397,804
866-421-0257
CustomerRelations@DirectEnergy.com
P.O. BOX 70220
Philadelphia PA 19176

C.H. Robinson Company, Inc.          Trade Debt        $385,689
866-421-0257
Emily.Rosenthal@chrobinson.com
P.O. BOX 9121
Minneapolis MN 55480-9121

Harvest Meat Co.                     Trade Debt        $380,224
Mbauler@harvestmeat.com
P.O. BOX 31001-1065
Pasadena CA 91110-1065

UFCW Local 1546                      Labor Union       $371,700
Pension Fund
312-829-4526
patty@umcfund.com
1649 W. Adams Street 3rd Floor
Chicago IL 60612

CBIZ MHM, LLC                        Accountant        $369,483
866-261-8191
dderks@cbiz.com
13398 Collections Center Drive
Chicago IL 60693

Sun Roofing, Inc.                    Trade Debt        $331,000
413-342-4241
sunco126@aol.com
71 Walnut Street
Springfield MA 01105

Orleans International, Inc.          Trade Debt        $294,859
248-855-5668
jenniferbrankiewicz@orleans.com
30600 Northwestern HWY. Suite, 300
Farmington Hills MI 48334

Conagra Food Ingredients Inc.        Trade Debt        $274,334
Kellie.Carothers@conagrafoods.com
12403 Collections Center Dr.
Chicago IL 60693

Midland Paper                        Trade Debt        $259,535
ralph.deletto@midlandpaper.com
1140 Paysphere Circle
CHICAGO IL 60674

Eastern Poultry Distributors         Trade Debt        $254,592
954-983-9869
brandon@epoultry.com
13854 Collections Center Drive
Chicago IL 60693

Cryovac Inc.                         Trade Debt        $253,343
864-433-2967
Linda.Barnette@Sealedair.com
26081 Network Place
Chicago IL 60673-1260

Griffin Capital Corporation          Real Estate       $250,984
klemus@griffincapital.com            Lessor
227 West Monroe ST. Ste 3400
Chicago IL 60606

The Realty Associates Fund VIII      Real Estate       $238,067
                                     Lessor

Key Equipment Finance                Equipment Lessor  $199,934

Central Beef Ind. LLC                Trade Debt        $186,503

Vista Food Exchange, Inc.            Trade Debt        $182,639

Amigos Foods, LLC                    Trade Debt        $175,512

Nikolaos Fine Foods Ltd.             Trade Debt        $164,518

Marshall Durbin Companies            Trade Debt        $153,328

Taurus Food Products Inc.            Trade Debt        $153,268


RAM ASSOCIATES: Bid to Terminate Exclusivity Dismissed
------------------------------------------------------
The Hon. Christine M. Gravelle of the U.S. Bankruptcy Court for
the District of New Jersey signed off on a consent order approving
a stipulation:

     (i) dismissing a motion to terminate exclusivity in the
         Chapter 11 case of Rams Associates, L.P.;

    (ii) dismissing an objection to the disclosure statement
         proposed by the Debtor;

   (iii) dismissing the reservation of rights with respect to
         the first interim fee application of Hutchins,
         Meyer & Dilieto, P.A.; and

    (iv) withdrawing proofs of claim.

Pursuant to the Debtor's Plan, Athletic Community Team LLC will
acquire the Debtor's property and substantially all of the
Debtor's other assets and will continue with the operations of
Arena.  ACT, as successor to The Bancorp Bank, is the Debtor's
primary lender having a first priority security interest on all of
the Debtor's assets.  As of the Petition Date, the Debtor owes ACT
about $11.5 million.

On Nov. 14, 2013, the so-called Cunningham Parties filed a motion
for an order (i) terminating the Debtor's exclusive periods in
which to solicit acceptances a plan of reorganization; and (ii)
adjourning the hearing to consider approval of the Disclosure
Statement.

Charles A. Stanziale, Jr., at Mccarter & English, LLP, on behalf
of Worthington Capital, LLC, and Mr. and Mrs. John Cunningham, has
stated that the Debtor's Chapter 11 Plan and the transactions
contemplated therein grant the general partners the exclusive
right to "buy back" their controlling interest in the assets of
the Debtor at a price that is significantly less than the value of
the Debtor's assets, while providing ACT with the right to
continue its collection actions against the limited partners of
the Debtor who guaranteed the Debtor's debt to ACT.

Upon consummation of ACT's acquisition, current general partners
John Sabo and Joseph Carballeira may become 35 percent and 15
percent members of ACT, respectively, provided that they post the
claims fund, and waive any entitlement to a distribution from the
unsecured claims fund.  Prior to the acquisition, Mr. Sabo and
Fred Bryant will oversee the operations of Rams and the Arena.

Subsequent to the closing of the sale of substantially all of the
Debtor's assets to ACT pursuant to the Plan, the Debtor will
remain in existence and the equity interest holders will retain
their respective interests therein.  The Debtor and its equity
interest holders continued existence will be governed by the
prepetition Date partnership agreement.

The Debtor estimates that the holders of general unsecured claims
will receive a 10 percent to 15 percent distribution.

A copy of the Disclosure Statement is available for free at:

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

The Debtor is financing the reorganization by using cash
collateral.  As adequate protection from any diminution in value
of the lender's collateral, the Debtor agreed to make periodic
cash payments and grant replacement liens to primary lender ACT,
which asserts having a first priority security interest on
substantially all of the Debtor's assets.

                       About Rams Associates

Rams Associates LP was formed in 1990 for the purpose of acquiring
and operating an ice rink then operated under the name American
Hockey & Ice Skating Center located in Farmingdale, New Jersey for
a purchase price of $1,800,000 for the land and building.  Rams
expended another $3,200,000 to build-out the arena and purchase
the necessary equipment to operate the Arena.  Rams continues to
own and operate the ice rink, under the name Jersey Shore Arena.

On June 25, 2013, an involuntary petition under chapter 7 of the
Bankruptcy Code, 11 U.S.C. Sec. 101, et seq., was filed against
Rams, which proceeding was assigned Case No. 13-23969 (CMG).

On July 16, 2013, Rams Associates filed a superseding Chapter 11
petition (Bankr. D.N.J. Case No. 13-25541) in Trenton, New Jersey.

On July 30, 2013, a consent order substantively consolidating the
cases was entered by the Bankruptcy Court, which allowed for Rams
to proceed with the superseding chapter 11 case.

Judge Christine M. Gravelle presides over the case.  Norris
McLaughlin & Marcus, P.A., serves as the Debtor's counsel.

The Debtor estimated assets and debts of at least $10 million.


RESTAURANT DEVELOPMENT: Seyfarth Shaw Sued Over Law360 Disclosure
-----------------------------------------------------------------
Law360 reported that Seyfarth Shaw LLP was hit with a lawsuit in
Illinois court for allegedly defaming the former owners of a
defunct restaurant company and breaching a contract by disclosing
confidential information about the company's bankruptcy in an
interview with Law360.

According to the report, the suit accuses Seyfarth Shaw and one of
its bankruptcy partners, Gus Paloian, of making defamatory remarks
about the company's owners and their business practices in a 2009
Q&A. Paloian served as the trustee of the debtors' estate in
Restaurant Development Group's bankruptcy case.

The case is In Re Restaurant Development Association, Inc., aka
RDA, Inc., Case No. 11-05672(Bankr. M.D. Fla.).  The Chapter 11
Petition was filed on March 29, 2011.


SCRUB ISLAND: In Talks With Key Creditors; Plan Deadline Extended
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended the exclusive periods of Scrub Island Development Group
Limited and Scrub Island Construction Limited to file a Chapter 11
plan and disclosure statement explaining the plan until March 7,
2014.

Absent the extension, the Debtors' plan filing deadline was to
expire Feb. 13, 2014.

The Debtors say they are currently in talks with key creditors in
their cases regarding their claims, assumption of executory
contracts, and other critical issues relating to the formulation
of their plan of reorganization.  The Debtors need additional time
to complete those discussions and negotiations.

                         About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender.  The bankruptcy case is assigned to Judge Michael G.
Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.


SIMPLY WHEELZ: DIP Lender May Increase Loan by Up to $46MM
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
on Feb. 12 approved the request of Simply Wheelz LLC dba Advantage
Rent a Car to supplement and amend the final order authorizing the
Debtor to obtain postpetition secured financing.

The Court entered the final DIP order on Dec. 3, 2013, pursuant
to which the Court authorized the Debtor "to borrow under the DIP
facility in an aggregate outstanding principal amount not to
exceed the commitment, in each case subject to the terms and
conditions of this Final Order and the other DIP loan documents."

The Debtor has requested, and the DIP Lender has agreed, to an
increase of the Commitment of the DIP Lender in an aggregate
principal amount not to exceed $46 million, which may be increased
without further motion or application to, or order of, the Court
by up to an additional $20 million upon written agreement of the
Debtor and the DIP lender in their respective sole discretion, and
to correspondingly amend the definition of "Commitment" in the
final DIP court order.

Pursuant to the Feb. 12 Order, the DIP Commitment is increased to
an aggregate principal amount not to exceed $46 million, which may
be increased without further motion or application to, or order
of, the Court by up to an additional $29 million upon written
agreement of the Debtor and the DIP Lender in their respective
sole discretion.  The $29 million was increased by agreement of
the Debtor, the DIP Lender and The Hertz Corporation from the $20
million requested in the Debtor's Motion.  The United States
Trustee had no objection to the increased amount of the DIP
Facility.

The DIP Lender has waived the events of default resulting solely
from the Debtor's failure to satisfy the weekly receipts test and
monthly receipts test for the time period ending Nov. 30, 2013.

The Debtor also requested that the DIP lender have the option, in
its sole discretion, to fund any or all accrued liabilities in the
Approved Budget upon the closing of the sale of the Debtor's
assets approved by the Court pursuant to the order (i) approving
the purchase agreement; (ii) authorizing sale free and clear of
all liens, claims and encumbrances, and other interests; and (iii)
granting related relief by funding into a segregated account the
aggregate amount of the accruals.  The Debtor will use those funds
solely to pay funded accrued liabilities.

Notwithstanding anything to the contrary in the DIP terms sheet or
final DIP order, the DIP facility will mature on Feb. 28, 2014, or
such later date as agreed to by the DIP Lender in writing in its
sole discretion.

No provision of the Order will amend, modify or revise in any
respect any provision of the Settlement Agreement between Hertz
and the Debtor, The Catalyst Capital Group Inc. and other parties
which was approved by the Order dated Dec. 19, 2013.

A copy of the Court's Feb. 12 Order is available at:

     http://bankrupt.com/misc/SIMPLYWHEELZDIPFeb12Order.pdf

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.  Simply Wheelz tapped EPIQ
Bankruptcy Solutions LLC as noticing and claims agent, and
Capstone Advisory Group, LLC, as financial advisor.

The Troubled Company Reporter reported on Jan. 7, 2014, that the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SIMPLY WHEELZ: Wants to File Chapter 11 Plan Until June 3
---------------------------------------------------------
Simply Wheelz LLC, dba Advantage Rent-A-Car, asks the U.S.
Bankruptcy Court for the Southern District of Mississippi to
extends its exclusive periods to:

   a) file a Chapter 11 plan on June 3, 2014; and

   b) solicit acceptances of that plan until Aug. 2, 2014.

The Debtor's current plan filing deadline will expire March 5,
2014.

The Debtor tells the Court that it does not seek this extension
for purposes of delay, but rather, to allow itself an opportunity
to fully formulate and file its proposed plan and disclosure
statement.  The extension requested will not result in any undue
prejudice to any creditor or other party-in-interest, the Debtor
notes.

The Debtor says it's working out on completing a sale of its
assets to The Catalyst Capital Group Inc.  The Debtor and Catalyst
have made significant progress in a short amount of time with
respect to closing the deal.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.  Simply Wheelz tapped EPIQ
Bankruptcy Solutions LLC as noticing and claims agent, and
Capstone Advisory Group, LLC, as financial advisor.

The Troubled Company Reporter reported on Jan. 7, 2014, that the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SMART & FINAL: S&P Assigns & Withdraws 'B' Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Commerce, Calif.-based parent company
Smart & Final Holdings Inc.  The outlook is stable.

In addition, S&P withdrew its 'B' corporate credit rating on
subsidiary Smart & Final Holdings Corp.

"The rating on discount food retailer, Smart & Final Holdings Inc.
reflects our view of the company's 'weak' business risk profile
and "highly leveraged" financial risk profile," said Standard &
Poor's credit analyst Samantha Stone.

S&P considers Smart & Final's business risk as weak based on the
company's participation in the intensely competitive and
fragmented food retail industry that faces increasing competition
from nontraditional grocers.  Despite its market position as a
relatively small player and its geographic concentration in
California, Smart & Final enjoys a somewhat favorable competitive
position based on its low-priced, no-fee, warehouse club-style
model.  S&P's business risk assessment also incorporates its view
of the retail industry's "intermediate" risk and "very low"
country risk. Smart & Final operates in the U.S.

S&P's assessment of Smart & Final's financial risk as highly
leveraged reflects its expectation that credit measures will
remain weak but that performance consistent with recent quarters
will keep measures within its indicative ratios for this financial
risk profile over the next two years.  S&P continues to view the
company's financial policy as very aggressive, given the company's
private equity sponsor-ownership.

S&P views Smart & Final's liquidity as "adequate", reflecting its
expectation that sources will exceed uses by more than 1.2x over
the next 12 months and will remain positive over the next 24
months.  S&P also expects that net sources would exceed uses even
if EBITDA declines 15% from current levels, and S&P views the
company's relationship with its lenders as sound.

The stable outlook reflects S&P's view that credit measures will
continue to improve over the next 12 months from higher sales
driving EBITDA growth, given the company's low-price position.
S&P expects the company will maintain sufficient liquidity for
operating needs while pursuing its growth initiatives with
internal cash flow.  S&P expects debt leverage will decline to
around 5.0x in 2014, FFO to total debt to remain in the low-teens
percentage area, and EBITDA interest coverage to be around 3.4x.

S&P could consider a downgrade if the company cannot meet its
expectations for operating performance and positive credit metric
trends reverse such that leverage increases above 6x with no
prospects for improving.  This could occur, for example, if sales
are flat or modestly declines from S&P's 2013 expectations,
perhaps due to increased competition, underperformance of new
stores, and margins contract by around 300 basis points (bps).
S&P could also lower the rating if the company undertakes a debt-
financed dividend.

Although less likely over the near term, S&P could consider an
upgrade if the company reduces debt and its operating performance
exceeds its expectations such that leverage decreases to below 5x
on a sustained basis.  This could occur, for example, if revenues
increase by roughly 10% and EBITDA margin increases 100 bps from
S&P's 2013 expected levels.  However, S&P would need to be
confident that the company's private equity ownership would allow
for sustained credit ratio improvement.


SR REAL ESTATE: Seeks Preliminary Injunction Against DACA, et al
----------------------------------------------------------------
SR Real Estate Holdings, LLC, is seeking a preliminary injunction
against DACA 2010L, L.P. and several other creditors.

In a complaint filed Feb. 11, the company asked the U.S.
Bankruptcy Court for the Southern District of California to
prohibit the creditors from taking any action against property of
its bankruptcy estate.

SR Real wants the preliminary injunction to be "equivalent in
scope and effect to the automatic stay pursuant to Section 362(a)
of the Bankruptcy Code."

"The public interest will be served by the issuance of an
injunction as it will advance the purposes of bankruptcy and
promote the debtor's successful reorganization," said the
company's lawyer, Victor Vilaplana, Esq., at Foley & Lardner LLP,
in San Diego, California.

The creditors earlier filed a motion for relief from the automatic
stay, an injunction that halts actions by creditors against a
company in bankruptcy protection.  The group argued SR Real filed
its bankruptcy case in bad faith and therefore, the court should
grant relief from the stay.

The case is SR Real Estate Holdings, LLC vs. DACA 2010L, L.P., et
al, 14-90026, U.S. Bankruptcy Court, Southern District of
California.

                  About SR Real Estate Holdings

SR Real Estate Holdings, LLC, owner of 14 parcels of real property
totaling 6,400 acres straddling Santa Cruz and Santa Clara
counties, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
13-54471) in San Jose, California, on Aug. 20, 2013.

Judge Hon. Peter W. Bowie oversees the case.  Victor A. Vilaplana,
Esq., and Matthew J. Riopelle, Esq., at Foley and Lardner, have
been tapped as proposed counsel to the Debtor.  The Debtor
disclosed $15,016,593 in assets and $548,907,938 in liabilities as
of the Chapter 11 filing.

This is the third bankruptcy filed with respect to the property.
The prior owner, Sargent Ranch, LLC, filed Chapter 11 cases in
January 2010 (Bankr. S.D. Cal. Case No. 10-00046-PB) and November
2011 (Bankr. S.D. Cal. Case No. 11-18853).  The second bankruptcy
case was dismissed in February 2012.


ST. FRANCIS' HOSPITAL: Court OKs CohnReznick as Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized St. Francis' Hospital, Poughkeepsie, New York and its
debtor-affiliates to employ CohnReznick LLP as financial advisor,
nunc pro tunc to the Dec. 17, 2013.

As reported in Troubled Company Reporter on Jan. 24, 2014, the
Debtors require CohnReznick LLP to:

   (a) assist the Debtors with the preparation and submission of
       financial information to the U.S. Trustee for the Southern
       District of New York and Bankruptcy Court;

   (b) assist the Debtors in their communication with and
       dissemination of financial information to secured and
       unsecured creditors;

   (c) assist the Debtors in the preparation of customary
       reporting for Chapter 11 debtors including monthly
       operating reports;

   (d) assist the Debtors in the analysis and preparation of
       weekly compliance reporting in connection with DIP loan
       financial and cash collateral requirements;

   (e) review financial aspects of motions and responses thereto
       for accuracy;

   (f) prepare alternative dividend and liquidation analyses (high
       and low scenarios);

   (g) assist in the preparation of business plans to be utilized
       as the basis for a plan of reorganization;

   (h) identify and analyze potential avoidance action claims;

   (i) assist the Debtors in the claim estimation and resolution
       process;

   (j) assist the Debtors in the evaluation of potential
       reorganization scenarios and the preparation of documents
       and analyses needed for the plan confirmation process;

   (k) attend meetings and conduct telephone calls with
       management, counsel and other parties, as necessary; and

   (l) performing other services as requested by the Debtors.

CohnReznick LLP will be paid at these hourly rates:

       Partner/Senior Partner             $585-$800
       Manager/Senior Manager/Director    $435-$620
       Other Professional Staff           $275-$410
       Paraprofessional                      $185

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

Prior to the petition date, the Debtors paid CohnReznick LLP a
retainer of $100,000, of which $96,543.35 currently remains.

Chad J. Shandler, partner in the Restructuring, Litigation &
Transactional Services group of CohnReznick LLP, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

CohnReznick LLP can be reached at:

       Chad J. Shandler
       COHNREZNICK LLP
       1212 Avenue of the Americas
       New York, NY 10036-1600
       Tel: (212) 297-0400
       Fax: (212) 922-0913

                    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 filed for bankruptcy to sell its 333-bed acute-care
facility, which was founded in 1914, for $24.2 million to Health
Quest Systems Inc., absent higher and better offers.  An auction
was slated for Feb. 13, 2014, if a rival offer is submitted.

St. Francis, however, canceled the auction and decided to accept a
higher and better bid from Westchester County Health Care
Corporation.  Under the deal with Westchester, the buyer 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 Westchester deal provides for the exchange of
bonds in the amount of $27,352,000 at 5.00%.  Westchester also
will loan or arrange for the loan of funds to retire the Debtors'
DIP facility 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.  Westchester also 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., at Iseman, Cunningham, Riester & Hyde, LLP,
represents Health Quest Systems, Inc.


ST. FRANCIS' HOSPITAL: Deloitte Approved as Corp. Finance Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized St. Francis' Hospital, Poughkeepsie, New York and its
debtor-affiliates to employ Deloitte Corporate Finance LLC as
corporate finance advisor, nunc pro tunc to the Dec. 17, 2013.

As reported in Troubled Company Reporter on Jan. 24, 2014, the
Debtors require Deloitte Corporate to:

   (a) assist and advise the Debtors in identification and
       analysis of potential transaction structures;

   (b) assist the Debtors with the coordination of the potential
       transaction party's due diligence process;

   (c) assist and advise the Debtors in connection with
       transaction negotiations;

   (d) assist the Debtors and their management in drafting a
       Confidential Information Memorandum ("Memorandum") that
       describes the Debtors and the desired sale or restructuring
       transaction;

   (e) assist the Debtors through their auction process and
       provide assistance related to the potential sale or
       restructuring transaction;

   (f) assist the Debtors in preparing a synopsis which describes
       the Debtors, their business and the potential sale or
       restructuring transaction;

   (g) assist the Debtors, including by communication (at the
       Debtors' behest) with their bankruptcy counsel, in drafting
       auction procedures and stalking horse bid protections for
       which the Debtors intend to seek Bankruptcy Court approval;

   (h) assist the Debtors in identifying potential transaction
       parties that meet the Debtors' specifications;

   (i) comment on the financial and strategic appeal of each
       potential transaction party;

   (j) coordinate and assist with the delivery of the Memorandum
       by the Debtors with those pre-approved potential
       transaction parties that have indicated a level of
       interest;

   (k) assist and advise the Debtors in identification and
       analysis of potential structures of a proposed transaction
       and provide consultation to the Debtors in connection with
       structuring alternatives of a transaction;

   (l) assist the Debtors with the coordination of the potential
       transaction party's due diligence process;

   (m) assist and advise the Debtors in connection with
       transaction negotiations, including, but not limited to,
       assisting the Debtors in their efforts to receive
       additional bids that meet the criteria to be considered a
       "qualified bid" pursuant to the bid procedures;

   (n) coordinate and assist the Debtors to manage the auction,
       including consultation with the Debtors and, at the
       Debtors' behest, key stakeholders during the auction
       regarding the Debtors' evaluation of competing bids; and

   (o) read and provide business comments on transaction
       documents, prepared by the Debtors' legal counsel,
       including bid procedures motions, DIP financing motions,
       letters of intent, term sheets, purchase and sale
       agreements, buy/sell agreements, employment agreements,
       confidentiality agreements and other similar or related
       agreements.

The Debtors propose to pay Deloitte Corporate a transaction
success fee of $200,000 or 1% of Aggregate Consideration as
applicable in the event of consummation of the sales transaction
with Health Quest or an alternative transaction and $25,000
monthly fee, a portion of which will be credited against the
transaction success fee.  In particular, 100% of the first six
monthly $25,000 fees plus 50% of the monthly fees thereafter will
be credited against the transaction success fee; provided that the
transaction success fee will not be less than zero in any
circumstances. Prior to the Petition Date, Deloitte Corporate
received $50,000 in applicable monthly fees which will be credited
against a transaction success fee.

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

Deloitte Corporate provided prepetition services to the Debtors.
The Debtors paid Deloitte Corporate approximately $115,000,
including certain retainers, in the 90 days prior to the petition
date.  As of the petition date, no amounts were outstanding with
respect to invoices issued by Deloitte Corporate prior to the
petition date.

Simon Gisby, managing director Deloitte Corporate, 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.

Deloitte Corporate can be reached at:

       Simon Gisby
       DELOITTE CORPORATE FINANCE LLC
       1633 Broadway
       New York, NY 10019-6754
       Tel: (212) 436-2495

                    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 filed for bankruptcy to sell its 333-bed acute-care
facility, which was founded in 1914, for $24.2 million to Health
Quest Systems Inc., absent higher and better offers.  An auction
was slated for Feb. 13, 2014, if a rival offer is submitted.

St. Francis, however, canceled the auction and decided to accept a
higher and better bid from Westchester County Health Care
Corporation.  Under the deal with Westchester, the buyer 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 Westchester deal provides for the exchange of
bonds in the amount of $27,352,000 at 5.00%.  Westchester also
will loan or arrange for the loan of funds to retire the Debtors'
DIP facility 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.  Westchester also 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., at Iseman, Cunningham, Riester & Hyde, LLP,
represents Health Quest Systems, Inc.


ST. FRANCIS' HOSPITAL: Court Approves Nixon Peabody as Attorneys
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized St. Francis' Hospital, Poughkeepsie, New York and its
debtor-affiliates to employ Nixon Peabody LLP as attorneys, nunc
pro tunc to the Dec. 17, 2013 petition date.

As reported in Troubled Company Reporter on Jan. 24, 2014, the
Debtors proposed to employ Nixon Peabody to serve as their
bankruptcy and restructuring counsel in these chapter 11 cases,
and in particular to render these professional services:

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

   (b) advise the Debtors and take all necessary or appropriate
       actions at the Debtors' direction with respect to
       protecting and preserving the Debtors' estates, including
       the defense of any actions commenced against the Debtors,
       the negotiation of disputes in which the Debtors are
       involved, and the preparation of objections to claims filed
       against the Debtors' estates;

   (c) draft all necessary or appropriate motions, applications,
       answers, orders, reports, and other papers in connection
       with the administration of the Debtors' estates on behalf
       of the Debtors;

   (d) represent the Debtors in negotiations with all other
       creditors, and other parties in interest, including
       governmental authorities;

   (e) take all necessary or appropriate actions in connection
       with a plan or plans of reorganization and related
       disclosure statements and all related documents, and such
       further actions as may be required in connection with
       the administration of the Debtors' estates;

   (f) perform and advise the Debtors as to all other necessary
       legal services in connection with the chapter 11 cases,
       including, without limitation, any general corporate legal
       services;

   (g) represent the Debtors on matters relating to the
       assumption or rejection of executor contracts and unexpired
       leases;

   (h) advise the Debtors with respect to general corporate, real
       estate, litigation, environmental, labor, regulatory, tax,
       healthcare and other legal matters which may arise during
       the pendency of these Cases; and

   (i) perform all other legal services that are necessary for the
       efficient and economic administration of these Cases.

Based on the Debtors financial situation and its status as a non-
profit charitable organization, Nixon Peabody agreed to reduce its
standard rates in order to accommodate the Debtors.  Nixon Peabody
will be paid at these hourly rates:

       David Martland, Partner               $450
       Peter J. Millock, Partner             $350
       Daniel W. Sklar, Partner              $350
       Vincent Polsinelli, Partner           $350
       Lee Harrington, Partner               $350
       John Higgins, Partner                 $350
       Christopher M. Desiderio, Associate   $350
       Morgan C. Nighan, Associate           $320
       Annica Sunner, Associate              $300

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

Mr. Millock disclosed that before the Petition Date, Nixon Peabody
received certain amounts advanced from the Debtors as compensation
for professional services to be performed relating to the
potential restructuring of the Debtors' financial obligations and
the commencement and administration of the chapter 11 cases, and
for the reimbursement of reasonable and necessary expenses
incurred in connection therewith.  Nixon Peabody has used these
advances to credit the Debtors' account for its charges for
professional services performed and expenses incurred before the
Petition Date.  After application of the amounts received from the
Debtors as advances for payment of prepetition professional
services and related expenses, the Debtors still owed Nixon
Peabody $44,863.46, as of the filing which amount Nixon Peabody
has agreed to waive.  In addition, before filing the Debtors paid
Nixon Peabody a retainer in the amount of $100,000 which will be
held as an advance payment retainer and applied, to the extent
allowed by the Court, to the payment of fees for services rendered
and the reimbursement of expenses incurred by Nixon Peabody in the
course of these chapter 11 cases.

The Executive Office for United States Trustees recently adopted
new Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 by
Attorneys in Larger Chapter 11 Cases -- so-called Appendix B
Guidelines.  By their terms, the Appendix B Guidelines "apply to
the USTP's review of applications for compensation filed by
attorneys in larger chapter 11 cases," and are intended as an
update to the original Guidelines adopted by the EOUST in 1996.
The Debtors and Nixon Peabody intend to make a reasonable effort
to comply with the U.S. Trustee's requests for information and
additional disclosures as set forth in the Appendix B Guidelines
both in connection with this application and the interim and final
fee applications to be filed by Nixon Peabody in the course of its
engagement.  It is the Debtors' and Nixon Peabody's intention to
work cooperatively with the U.S. Trustee Program to address the
concerns that prompted the EOUST to adopt the Appendix B
Guidelines; however, in doing so, the Debtors and Nixon Peabody
reserve all rights as to the relevance and substantive legal
effect of the Appendix B Guidelines in respect of any application
for employment or compensation in these cases that falls within
the ambit of the Appendix B Guidelines.

In a declaration filed together with the Application, Arthur
Nizza, the President and Chief Executive Officer of St. Francis'
Hospital, said that prior to engaging Nixon Peabody LLP, he had
various discussions with Mr. Millock regarding Nixon Peabody's
rates and structures.  After these discussions, Nixon Peabody
agreed to steeply discounted rates from their normal "rack rate"
at any of their various geographic locations.

Mr. Nizza said that although Nixon Peabody and the Debtors have
not yet agreed on a prospective budget and staffing plan, Nixon
Peabody has provided the Debtors an estimate of Nixon Peabody's
monthly fees for the first three months of the case.  In specific,
Nixon Peabody has estimated its fees for (i) the period from the
Petition Date to the end of January at $500,000; (ii) the month
of February at $225,000; and (iii) the month of March at $75,000.

Mr. Nizzal also confirmed that prior to hiring Nixon Peabody, the
Debtors interviewed three other law firms.  All of these other
firms had higher rates than those being offered to the Debtors by
Nixon Peabody, fewer qualifications, and conflict issues.

Mr. Millock, member of Nixon Peabody, 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.

Nixon Peabody can be reached at:

       Christopher M. Desiderio, Esq.
       NIXON PEABODY LLP
       437 Madison Avenue
       New York, NY 10022
       Telephone: (212) 940-3000
       Facsimile: (212) 940-3111

                    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 filed for bankruptcy to sell its 333-bed acute-care
facility, which was founded in 1914, for $24.2 million to Health
Quest Systems Inc., absent higher and better offers.  An auction
was slated for Feb. 13, 2014, if a rival offer is submitted.

St. Francis, however, canceled the auction and decided to accept a
higher and better bid from Westchester County Health Care
Corporation.  Under the deal with Westchester, the buyer 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 Westchester deal provides for the exchange of
bonds in the amount of $27,352,000 at 5.00%.  Westchester also
will loan or arrange for the loan of funds to retire the Debtors'
DIP facility 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.  Westchester also 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., at Iseman, Cunningham, Riester & Hyde, LLP,
represents Health Quest Systems, Inc.


ST. FRANCIS' HOSPITAL: Hires Teitelbaum & Baskin as Co-counsel
--------------------------------------------------------------
St. Francis' Hospital, Poughkeepsie, New York and its debtor-
affiliates ask for permission from the U.S. Bankruptcy Court for
the Southern District of New York to employ Teitelbaum & Baskin,
LLP as co-counsel, nunc pro tunc to Jan. 15, 2014.

Teitelbaum & Baskin will have the responsibility for rendering to
the Debtors professional services delegated to them by the Debtors
and Nixon Peabody, specifically with respect to such matters in
which Nixon Peabody has a conflict or potential conflict of
interest with creditors and other interested parties and for such
other matters that the Debtors, Nixon Peabody and Teitelbaum &
Baskin believe to be in the best interest of estate resources.

Teitelbaum & Baskin will be paid at these hourly rates:

       Jay Teitelbaum, Partner          $350
       Ron Baskin, Partner              $350
       Dana Montone, Associate          $285
       David Brooks, Associate          $275
       Daniel Sorrentino, Paralegal     $135
       Partners                         $350
       Associates                    $210-$285
       Legal Assistants              $115-$135

The Executive Office for United States Trustees recently adopted
new Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 by
Attorneys in Larger Chapter 11 Cases -- so-called Appendix B
Guidelines.  By their terms, the Appendix B Guidelines "apply to
the USTP's review of applications for compensation filed by
attorneys in larger chapter 11 cases," and are intended as an
update to the original Guidelines adopted by the EOUST in 1996.
The Debtors and Teitelbaum & Baskin intend to make a reasonable
effort to comply with the U.S. Trustee's requests for information
and additional disclosures as set forth in the Appendix B
Guidelines, both in connection with this application and the
interim and final fee applications to be filed by Teitelbaum &
Baskin in the course of its engagement.  It is the Debtors' and
Teitelbaum & Baskin intention to work cooperatively with the U.S.
Trustee Program (the "USTP") to address the concerns that prompted
the EOUST to adopt the Appendix B Guidelines, however, in doing
so, the Debtors and Teitelbaum & Baskin reserve all rights as to
the relevance and substantive legal effect of the Appendix B
Guidelines in respect of any application for employment or
compensation in these cases that falls within the ambit of the
Appendix B Guidelines.

In a declaration filed together with the Application, Arthur
Nizza, the President and Chief Executive Officer of St. Francis'
Hospital, said that prior to engaging Teitelbaum & Baskin, LLP, he
had various discussions with Daniel Sklar and Christopher
Desiderio of Nixon Peabody concerning the necessity for co-counsel
and with Jay Teitelbaum regarding Teitelbaum & Baskin's
qualifications, rates and structures.  In addition, I received
information regarding another firm that the Debtors had considered
to serve as co-counsel.  After these discussions, Mr. Nizza said
that he is satisfied that it is necessary to retain co-counsel
with Nixon Peabody to efficiently administer these cases and that
Teitelbaum & Baskin will provide Debtors with expert
representation in a cost effective manner for matters in which
Nixon Peabody has a conflict or potential conflict with creditors
or other interested parties adn for such other matters that the
Debtors, Nixon Peabody and Teitelbaum & Baskin believe to be in
the best interest of estate resources.

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

The Court for the Southern District of New York will hold a
hearing on the engagement on Mar. 5, 2014 at 11:00 a.m.
Objections, if any, are due Feb. 26, 2014, at 4:00 p.m.

Teitelbaum & Baskin can be reached at:

       Jay Teitelbaum, Esq.
       TEITELBAUM & BASKIN, LLP
       1 Barker Ave., Third Floor
       White Plains, NY 10601
       Tel: (914) 437-7670
       E-mail: jteitelbaum@tblawllp.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.

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 filed for bankruptcy to sell its 333-bed acute-care
facility, which was founded in 1914, for $24.2 million to Health
Quest Systems Inc., absent higher and better offers.  An auction
was slated for Feb. 13, 2014, if a rival offer is submitted.

St. Francis, however, canceled the auction and decided to accept a
higher and better bid from Westchester County Health Care
Corporation.  Under the deal with Westchester, the buyer 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 Westchester deal provides for the exchange of
bonds in the amount of $27,352,000 at 5.00%.  Westchester also
will loan or arrange for the loan of funds to retire the Debtors'
DIP facility 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.  Westchester also 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., at Iseman, Cunningham, Riester & Hyde, LLP,
represents Health Quest Systems, Inc.


STN TRANSPORT: Wins Summary Judgment in "Martinez" Suit
-------------------------------------------------------
Bankruptcy Judge Marvin Isgur denied Plaintiff's Motion for
Summary Judgment, and granted STN Transport Ltd.'s Motion for
Summary Judgment in the lawsuit, ANGELINA ENRIQUETA DE LEON
MARTINEZ, Plaintiff(s), v. STN TRUCKING & INDUSTRIAL EQUIPMENT
INC, et al, Defendant(s), Adv. Pro. No. 13-07004 (Bankr. S.D.
Tex.).

On Nov. 20, 2012, Plaintiff filed an Original Petition, Angelina
Enriqueta Deleon Martinez v. Maricela Castano a/k/a Maricela C.
Navarrete and STN Trucking & Industrial Equipment, Inc. in the
District Court of Maverick County, Texas.  The original petition
alleged breach of contract against Castano and Trucking for
failing to pay the amount owed to Martinez under the terms of
certain notes and security agreements allegedly signed by Castano
on behalf of Trucking.

On Jan. 21, 2013, STN Transport filed a plea in intervention in
the state court litigation and subsequently removed the case to
the United States Bankruptcy Court for the Western District of
Texas, San Antonio.  Transport then filed a motion to transfer
venue to the United States Bankruptcy Court, Southern District of
Texas, McAllen Division.  Following removal and transfer to this
Court, Plaintiff was granted leave to amend the Original
Complaint.  Plaintiff's amended complaint alleges that Trucking
fraudulently transferred seven trucks to Transport in violation of
the Texas Uniform Fraudulent Transfer Act.

A copy of the Court's Feb. 14, 2014 Memorandum Opinion is
available at http://is.gd/Bi7BnSfrom Leagle.com.

STN Transport, Ltd., based in Edinburg, Texas, sought Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Case No. 12-70617) on
Oct. 23, 2012, represented by Antonio Villeda, Esq. --
avilleda@mybusinesslawyer.com -- at The Law Office Of Antonio
Villeda, as counsel.  In its petition, STN scheduled $1,159,197 in
assets, and $1,153,697 in liabilities.  The petition was signed by
Jose R. Tijerina Mendoza, sole member of STN Transport Mgmnt,
general partner.


STUART WEITZMAN: Moody's Assign 'B2' CFR & Rates $220MM Loan 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Stuart Weitzman Acquisition Co. LLC as well as a B2 rating to the
company's proposed $220 million senior secured term loan due 2020.
The rating outlook is stable. The ratings assigned are subject to
receipt and review of final loan documentation and closing of the
acquisition of The Jones Group Inc ("Jones"), Stuart Weitzman's
parent company, on substantially the current terms.

Proceeds from the transaction and an equity contribution of $165
million will be used to partially fund the acquisition of Stuart
Weitzman from Jones by affiliates of Sycamore Partners LLC. This
is a part of a series of transactions Sycamore is undertaking to
acquire Jones in a transaction that values it at approximately
$2.2 billion.

The following ratings were assigned:

Stuart Weitzman Acquisition Co. LLC

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  $220 Million Senior Secured Term Loan at B2 (LGD4,51%)

Ratings Rationale

Stuart Weitzman's B2 rating reflects the company's limited scale
in the luxury woman's footwear industry with LTM revenues of
approximately $262 million and reliance of a single premium brand.
The ratings also reflect the company's moderate debt burden, with
rent adjusted leverage expected to approach the high four times
range within the next year as it experiences the benefits of new
store openings that occurred in and costs savings expected as the
company is no longer part of The Jones Group and will no longer
have to contribute to the company's corporate cost structure.
Stuart Weitzman will face an increased interest burden following
this transaction and free cash flow, while expected to remain
positive, will be constrained over the next 12-24 months. The
company benefits from a strong brand awareness among luxury
woman's shoe customers and has meaningful sales at all major high
end department stores (such as Saks Inc. -- a wholly owned
subsidiary of Hudson's Bay Company (B1,Sta), Nordstrom(Baa1, Sta)
and Neiman Marcus(B3,Sta)) as well as 52 owned retail stores and
33% of sales outside of the United States. The company also
benefits from a flexible and efficient supply chain, primarily
based in Spain, that allows the company to maintain short lead
times on orders. The rating also reflects our expectations that
the company will maintain good liquidity, with access to a $35
million asset based revolver that is expected to be primarily
utilized for working capital.

The B2 rating assigned to the senior secured term loan reflects
its second lien on the company's accounts receivable and inventory
(the company's $35 million asset based revolver will have a first
lien on accounts receivable and inventory) and first lien on
substantially all other assets of the company.

The rating outlook is stable. Moody's expect Stuart Weitzman to
successfully manage the transition from its current status as a
subsidiary of The Jones Group Inc to a stand-alone company. At the
same time Moody's expect Stuart Weitzman will continue to benefit
from the recent store openings while maintaining modest wholesale
revenue growth.

The ratings could be upgraded if the company is able to expand
operations while successfully adding additional product lines
(e.g. -- expanding sales of accessories and handbags) or
distribution (e.g. through increased international expansion or
additional owned stores) while maintaining strong margins and
without damaging brand perception. Quantitatively, ratings could
be upgraded if debt/EBITDA was sustained below 4.25 times while
maintaining a good overall liquidity profile.

Ratings could be lowered if the company experiences execution
issues in the transition to a stand-alone company. This would be
evidenced by prolonged declines in operating margins following the
separation. Ratings could be lowered if recent positive trends in
revenues were to reverse or if the company's good liquidity
profile were to erode. Quantitatively ratings could be lowered if
leverage expected maintained above 5.25 times.

Headquartered in New York, NY Stuart Weitzman is a designer and
retailer of luxury women's footwear. LTM September 2013 revenues
were approximately $262 million. The company owns and operates 52
Retail stores in 18 states and 5 countries. The company was
previously a subsidiary of Jones Group (Ba3/RuR) which entered
into agreement to be acquired by Sycamore Partners LLC for
approximately $2.2 billion. Concurrent with the acquisition it is
intended that subsidiaries of The Jones Group will be separated
from their parent company, including Stuart Weitzman Holdings.

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.


T-L BRYWOOD: Wins Interim Access to Cash Collateral
---------------------------------------------------
The Hon. J. Philip Klingeberger of the U.S. Bankruptcy Court for
the Northern District of Indiana authorized, on interim basis,
T-L Brywood LLC to use cash collateral in which RCG-KC Brywood
LLC, successor to The Private Bank and Trust Company, asserts an
interest.

Judge Klingeberger will convene a hearing on Feb. 27, 2014, at
9:30 a.m., to consider final approval on the Debtor's motion to
use cash collateral.

The Court, in its order, stated that the parties had been unable
to resolve concerns which caused the creditor to file the so-
called Record No. 283 motion for hearing, and that a final hearing
with respect to the request is necessary.  The parties also
reported that they had arrived at an agreement concerning
contingent interim use of cash collateral pending determination at
the foregoing final hearing, which will be filed of record in the
near future.

The Debtor, on Jan. 7, filed a proposed order on interim cash
collateral use.

Additionally, the Court said the parties may pursue discovery with
respect to matters to be addressed at the Feb. 27 hearing.

As reported in the TCR on Dec. 30, 2013, as adequate protection,
the lender will be granted valid, perfected, enforceable security
interests in and to the Debtor's post-petition assets, to the
extent and priority of its alleged prepetition liens, to the
extent of any diminution in the value of the assets.

                       About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 12-09582) on March 12, 2012.  The case was transferred to
the U.S. Bankruptcy Court for the Northern District of Indiana
(Case. 13-21804) on May 14, 2013.

T-L Brywood owns and operates a commercial shopping center known
as the "Brywood Centre" -- http://www.brywoodcentre.com/-- in
Kansas City, Missouri.  The Property encompasses roughly 25.6
acres and comprises 183,159 square feet of retail space that is
occupied by 12 operating tenants.  The occupancy rate for the
Property is approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.

No committee of creditors was appointed by the U.S. Trustee.


T-L CHEROKEE SOUTH: Wants Court Approval to Hire RSE Audit
----------------------------------------------------------
T-L Cherokee South, LLC seeks permission from the Hon. J. Philip
Klingeberger of the U.S. Bankruptcy Court for the Northern
District of Indiana to employ RSE Audit Services, Inc., as
auditor.

The Debtor seeks to employ RSE to perform a retail sales
examination of YCD, Inc., dba Country Moose Hallmark, the Debtor's
tenant at the commercial shopping center owned by the Debtor
commonly known as Cherokee South Shopping Center, located at the
southeast corner of 95th Street and Antioch Road in Overland Park,
Kansas.

The Debtor requires RSE Audit to:

   (a) perform a retail sales examination of Tenant;

   (b) schedule and examination and conduct a review of Tenant's
       books and records; and

   (c) prepare a report summarizing RSE Audit's findings within 30
       days of the completion of RSE Audit's review of Tenant's
       books and records.

RSE Audit will be compensated by the Debtor for audit services in
the total amount of $1,450.  Upon execution of the Agreement and
pursuant to the terms thereof, the Debtor will be obligated to pay
RSE Audit the amount of $725 as deposit.  The balance owed under
the agreement, $725 will be paid to RSE Audit following the
Debtor's receipt of a report of findings prepared by RSE Audit
based upon RSE's review of the Debtor's books and records.

Cary Kirby, president of RSE Audit, 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.

RSE Audit can be reached at:

       Cary Kirby
       RSE AUDIT SERVICES, INC.
       840 Tallgrass Dr.
       Bartlett, IL 60103
       Tel: (630) 736-1200

                        About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10 million to $50 million.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


VAUGHAN COMPANY: Lankfords Can't Pursue Extortion Claim
-------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz in New Mexico denied the
request for leave filed by David Lankford and Lee Ann Lankford,
pro se, to file a counterclaim against Judith Wagner, Chapter 11
Trustee of the bankruptcy estate of the Vaughan Company Realtors,
and her counsel for extortion, incompetence, and fraud.

The Lankfords allege that on Feb. 10, 2012, the Chapter 11 Trustee
sent a demand letter threatening to sue them if they failed to pay
$67,313.88 within four days. The Lankfords did not pay any money
to the Trustee, and on Feb. 21, 2012, she commenced an adversary
proceeding against the Lankfords.  In her complaint, the Trustee
seeks to recover as a fraudulent transfer allegedly fictitious
returns and profits that were paid to the Lankfords pursuant to a
Ponzi scheme.

The Chapter 11 Trustee originally asserted that the Lankfords
received at least $144,976.56 in transfers from VCR.  The
Lankfords allege that certain FBI files which were confiscated
from VCR in connection with Douglas Vaughan's criminal proceeding
contained information that called into question the accuracy of
that figure.  In August 2013, the Court directed the Trustee to
explain her calculations to the Lankfords. After reviewing
additional information and financial documents, the Trustee
determined that the complaint overstated the amounts paid to the
Lankfords by $4,037.24. The Trustee reduced the amount sought in a
subsequent motion for summary judgment.  The Court has not ruled
on that motion.

The Lankfords allege that the Trustee and her counsel committed
various other errors. They allege that either she or her counsel:
(1) commenced the lawsuit against the Lankfords without knowing
anything about them personally; (2) treated the Lankfords like
criminals; (3) sent a disc containing the Lankfords' personal
financial information to an attorney who did not represent them;
(4) made numerous arithmetic errors in calculating the amounts
invested and received; (5) failed to support her motion for
summary judgment with a particular discovery response; (6)
attached a ledger relating to another defendant to a motion
seeking summary judgment against the Lankfords; and (7) failed to
reduce the amount sought after settling with the custodian of the
Lankford's individual retirement account.

"The Court is sympathetic to the Lankfords' situation. To
unwittingly loan money to the perpetrator of a Ponzi scheme, be
sued, and spend significant time dealing with accounting
discrepancies in the fraudulent transfer lawsuit is frustrating
and stressful. Nevertheless, the Lankfords have not made a prima
facie showing under any standard the Trustee or her counsel
engaged in fraud, extortion, or otherwise breached a duty to the
Lankfords. The Motion will therefore be denied," Judge Jacobvitz
said.

The suit is, JUDITH A. WAGNER, Chapter 11 Trustee Of the
bankruptcy estate of the Vaughan Company, Realtors, Plaintiff, v.
DAVID LANKFORD and LEE ANN LANKFORD, Defendants, Adv. Proc. No.
12-1139 (Bankr. D. N.M.).  A copy of the Court's Feb. 14, 2014
Memorandum Opinion and Order is available at http://is.gd/l9dd3r
from Leagle.com.

                About The Vaughan Company Realtors

The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759).  George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million.  Judith A. Wagner was appointed as Chapter 11
Trustee.

Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  The case was converted to a
chapter 7 proceeding on May 20, 2010.  Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.


VICTOR OOLITIC: Proposes KCC as Claims Agent
--------------------------------------------
Victor Oolitic Stone Company and VO Stone Holdings, Inc., seek
approval from the bankruptcy court to employ Kurtzman Carson
Consultants to perform certain claims and noticing functions.

The Debtors have hundreds of potential creditors and parties-in-
interest that must be given notice of developments related to the
Chapter 11 cases.

The Debtors compared engagement proposals of three court-approved
claims and noticing agents before engaging KCC.  The fee structure
agreed upon by the parties was not included in court filings.

Before the Petition Date, the Debtors paid a retainer to KCC in
the amount of $10,000.

                       About Victor Oolitic

Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America.  The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.

Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014 with plans to sell the
assets to Indiana Commercial Finance, LLC, in exchange for a debt
of $26 million.

The Debtors have tapped McDonald Hopkins LLC as counsel; Morris,
Nichols, Arsht & Tunnell, as Delaware counsel; and Quarton
Partners, LLC, as financial advisors.

Victor Oolitic estimated $50 million to $100 million in assets and
liabilities.

As of Jan. 1, 2014, the aggregate outstanding principal and
accrued interest under the Debtors' prepetition credit agreement
was $53 million.  The Debtors also have approximately $6 million
in general unsecured debt primarily consisting of outstanding
notes owed to former owners of the legacy Indiana Limestone
Company and trade debt.


VICTOR OOLITIC: Proposes McDonald Hopkins as Counsel
----------------------------------------------------
Victor Oolitic Stone Company and VO Stone Holdings, Inc., seek
approval from the bankruptcy court to employ McDonald Hopkins LLC
as counsel.

The firm began representing the Debtors in September 2013 with
respect to a potential restructuring, investigating both in and
out of court scenarios.  In preparing to represent the Debtors,
the firm has become very familiar with the Debtors' business and
the various issues that the Debtors have faced in the months
leading to the initiation of the Chapter 11 cases.

The Debtors anticipate filing an application to tap Morris,
Nichols, Arsht & Tunnell LLP as their Delaware bankruptcy co-
counsel.  Because McDonald Hopkins and MNAT each will have a well-
defined role, each counsel will not duplicate the services the
other provides to the Debtors.

The current hourly rates charged by McDonald Hopkins for
professionals and paraprofessionals are:

         Billing Category            Range
         ----------------            -----
         Members                  $330 to $690
         Of Counsel               $305 to $650
         Associates               $200 to $380
         Paralegals               $165 to $265
         Law Clerks                $40 to $150

Paul W. Linehan ($465 per hour), a member, and T. Daniel Reynolds
($215 per hour), an associate, are expected to have the primary
responsibility for providing services to the Debtors.

The Debtors paid the firm $367,000 for legal services rendered and
$4,508 for expenses incurred during the 12 months prior to the
filing of the Chapter 11 cases.

Mr. Linehan attests that the firm is a "disinterested person" as
that term is defined in 11 U.S.C. Sec. 101(14).

                       About Victor Oolitic

Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America.  The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.

Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014 with plans to sell the
assets to Indiana Commercial Finance, LLC, in exchange for a debt
of $26 million.

The Debtors have tapped McDonald Hopkins LLC as counsel; Morris,
Nichols, Arsht & Tunnell, as Delaware counsel; and Quarton
Partners, LLC, as financial advisors.

Victor Oolitic estimated $50 million to $100 million in assets and
liabilities.

As of Jan. 1, 2014, the aggregate outstanding principal and
accrued interest under the Debtors' prepetition credit agreement
was $53 million.  The Debtors also have approximately $6 million
in general unsecured debt primarily consisting of outstanding
notes owed to former owners of the legacy Indiana Limestone
Company and trade debt.


WALLDESIGN INC: Obtains Approval of Agreement With K. Hovnanian
---------------------------------------------------------------
WallDesign Inc. obtained court approval of its recent agreement
with K. Hovnanian at Dominguez Hills Inc., K. Hovnanian
Enterprises Inc. and K. Hovnanian Companies of California Inc.

Under the deal approved on Feb. 10 by the U.S. Bankruptcy Court
for the Central District of California, both sides agreed to lift
the stay to allow K. Hovnanian to continue to prosecute a state
court action entitled Ang v. K. Hovnanian, et al.  The case is
pending in the Superior Court of California, County of Los
Angeles.

The agreement allows K. Hovnanian to seek recovery only from
WallDesign's insurance policies.  Moreover, it doesn't require
WallDesign and Michael Bello, the company's sole director and
shareholder, to participate in any discovery in connection with
the lawsuit during the pendency of the company's bankruptcy case.

A full-text copy of the agreement can be accessed for free at
http://is.gd/JGCS3S

K. Hovnanian is represented by:

         Raymond Babaian, Esq.
         Andrew J. Mallon, Esq.
         WOOD, SMITH, HENNING & BERMAN LLP
         9333 Fairway View Place, Suite 200
         Rancho Cucamonga, California 91730-3824
         Tel: (909) 987-5240
         Fax: (909) 987-5230
         E-mail: rbabaian@wshblaw.com
                 amallon@wshblaw.com

                          About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

Brian Weiss of BSW & Associates serve as the Debtor's Chief
Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WALLDESIGN INC: Beazer Asks Court to Lift Stay to Pursue Action
---------------------------------------------------------------
Beazer Homes Holdings Corp. asked the U.S. Bankruptcy Court for
the Central District of California to lift the automatic stay that
was applied to a lawsuit filed against the company.

The case entitled Angeles v. Beazer Homes Holdings Corp., et al.
is pending in Sacramento County Superior Court.

Attorney for Beazer Homes, Phillip Chan, Esq., at Koeller,
Nebeker, Carlson & Haluck LLP, said the company "seeks recovery
only from applicable insurance" and waives any other claim against
WallDesign Inc.

Mr. Chan can be reached at:

         Phillip Chan, Esq.
         KOELLER, NEBEKER, CARLSON & HALUCK LLP
         1478 Stone Point Drive, Suite 400
         Roseville, California 95661
         Tel: (916) 724-5700
         Fax: (916) 788-2850
         E-mail: phillip.chan@knchlaw.com

                          About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

Brian Weiss of BSW & Associates serve as the Debtor's Chief
Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WESTWAY GROUP: S&P Affirms 'BB-' Rating on $270MM Term Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'BB-' rating on New Orleans-based Westway Group LLC's $270 million
senior secured term loan B due 2020 and a $30 million revolving
credit facility due 2018.  S&P also affirmed its '3' recovery
rating on the senior secured debt.  The outlook is stable.

"Westway intends to sell its European terminals for approximately
$60.5million," said Standard & Poor's credit analyst Nora Pickens.
"We estimate the European terminals accounted for about 20% of
Westway's capacity and 16% of EBITDA in 2013," said Ms. Pickens.

The project's credit agreement currently prohibits asset sales
greater than $20 million; therefore, the project is requesting an
amendment to carve out this disposition from the negative covenant
section.  The project intends to use $35 million of the proceeds
to pay down its term loan B ($267million outstanding as of
Dec. 31, 2013) and distribute the remaining $25 million of funds
to its capital spending reserve.

S&P expects the transaction to have minimal effect on Westway's
financial measures.  Westway is a limited-purpose entity that
provides bulk liquid storage, with a focus on agricultural and
chemical end markets.  Westway is 100% indirectly owned by an
affiliate of EQT Infrastructure II.

The stable outlook on the rating reflects S&P's expectation that
the market for Westway's storage products will remain stable for
the next 12 to 18 months.  S&P could raise the rating if the
project signs new, longer-dated storage agreements with
creditworthy counterparties such that contracted cash flow raises
DSCRs above 3x.  S&P could lower the rating if sector fundamentals
deteriorate or competition from regional facilities erode storage
pricing significantly, such that DSCRs fall below 1.5x, thus
increasing the risk of refinancing when the term loan comes due in
2020.


WHEATLAND MARKETPLACE: Hires Jahnke Sullivan as Attorneys
---------------------------------------------------------
Wheatland MarketPlace LLC asks for permission from the Hon. Pamela
S. Hollis of the U.S. Bankruptcy Court for the Northern District
of Illinois to employ Christopher M. Jahnke and the law firm of
Jahnke, Sullivan & Toolis, LLC as attorneys.

The Debtor seeks to employ JST Law as its collection counsel.  The
Debtor is informed and believes JST Law has considerable
experience in state court collection matters and is well-qualified
to represent it as a creditor in state court.

The professional services that JST Law will provide on behalf of
the Debtor are generally as follows:

   (a) JST Law will prepare and file all necessary documents to
       collect on outstanding amounts due the Debtor, appear in
       state court, attend depositions and citations to discover
       assets, and any other matter necessary to collect on debts
       due from tenants;

   (b) JST Law will appear in court on behalf of the Debtor when
       required, and will prepare, file and serve such
       applications, motions, complaints, notices, orders,
       reports, and other documents and pleadings as may be
       necessary in connection with this case; and

  (c) JST Law will provide the Debtor with such other services as
      the Debtor may request and which may be necessary in the
      circumstances.

JST Law will be paid at these hourly rates:

       Christopher M. Jahnke       $200
       Paralegal                   $100

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

JST Law has requested a retainer in the sum of $2,000 for services
in connection with this Chapter 11 case including any filing fee.

Christopher M. Jahnke, partner of JST Law, 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 Northern District of Illinois will hold a
hearing on the application on Feb. 25, 2014 at 10:00 a.m.

JST Law can be reached at:

       Christopher M. Jahnke, Esq.
       JAHNKE, SULLIVAN & TOOLIS, LLC
       10075 West Lincoln Highway
       Frankfort, IL 60423
       Tel: (708) 349-9333
       Fax: (708) 349-8333

Wheatland Marketplace, LLC, owner of a commercial retail center in
Naperville, Illinois, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013.
In its schedules, Wheatland Marketplace disclosed $10,999,006 in
total assets and $7,052,778 in total liabilities.

The Debtor has tapped Thomas W. Toolis, Esq., at Jahnke, Sullivan
& Toolis, LLC, in Frankfurt, Illinois, as counsel.  Coleen J.
Lehman Trust and Lucy Koroluk each holds a 50% membership interest
in the Debtor.


* Ch. 7 Trustee For Nightclub Insurer's Units Can Access Docs
-------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge allowed the
trustee for affiliates of nightclub insurer Indemnity Insurance
Corp. RRG to have immediate access to records at the company's
offices, but limited how much the firm's founder, whom regulators
claim might spoil evidence in IIC's rehabilitation, could
participate in their retrieval.

According to the report, U.S. Bankruptcy Judge Kevin J. Carey
approved an order that represented a compromise between Delaware
Insurance Commissioner Karen Weldin Stewart and Charles M. Forman,
the Chapter 7 trustee for The Agency LLC and Insurance Designers
of Maryland.


* Owner Of Bankrupt Biz Can't Shirk Tax Debt, 6th Circ. Says
------------------------------------------------------------
Law360 reported that the Sixth Circuit found a business owner
liable for back-due excise taxes owed by his defunct company
despite a bankruptcy court's previous debt discharge, saying his
position as an officer of the corporation made the taxes
nondischargeable.

According to the report, in a unanimous opinion, Judge Richard A.
Griffin said that Michigan tax statutes applied derivative
liability to Gaetano T. Rizzo as an officer of a corporation,
making him personally responsible for all of its excise tax debts.


* Widowed Asbestos Claimant Can't Shield Claim Forms
----------------------------------------------------
Law360 reported that a Rhode Island judge ordered a widow blaming
asbestos-tainted products for her husband's death to turn over the
claim forms she filed with various asbestos bankruptcy trusts,
ruling that the documents were neither protected work product nor
shielded by confidentiality.

According to the report, Providence County Superior Court Judge
P.J. Gibney granted Crane Co.'s discovery request for claim forms
filed by plaintiff Rosie Sweredoski that the company says could
undercut allegations regarding her late husband's asbestos
exposure history.


* Bankruptcy Reform in 2005 Depresses Filings 30%, ABI Says
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that changes in bankruptcy law in 2005 resulted in a
"permanent drop" in filings of about 30 percent, according to an
article in the February issue of the Journal of the American
Bankruptcy Institute.

In the eight years since laws were tightened, there were about 5
million fewer bankruptcies than there would have been without the
changes, according to author Ed Flynn, the report related.  Now a
consultant with ABI, Flynn was with the Executive Office of the
U.S. Trustees and the Administrative Office of the U.S. Courts for
30 years.

According to the report, Flynn attributed the decline to several
factors, including the misperception by some people that
bankruptcy isn't available. The increased cost of hiring a lawyer
to comply with more complex regulations is another, Flynn said.

The requirement to disclose prior tax returns and the necessity to
undergo credit counseling also curbed bankruptcies, Flynn said,
the report further related.


* U.S. Banks Ease Loan Standards in Fed Survey as Demand Rises
--------------------------------------------------------------
Joshua Zumbrun, writing for Bloomberg News, reported that banks in
the U.S. saw increased demand from businesses and consumers for
lending and in turn made those loans more readily available,
according to a Federal Reserve report.

"Domestic banks, on balance, reported having eased their lending
standards on many types of business and consumer loans and having
experienced increases in loan demand, on average, over the past
three months," the Fed said on Feb. 4 in its quarterly survey of
senior loan officers.

According to Bloomberg, the survey shows banks loosening the reins
of credit for many categories of lending, including commercial
real estate, commercial and industrial loans for firms of all
sizes, credit cards, auto loans and other consumer loans. An
exception was declining demand for mortgages.

The report supports forecasts for stronger economic growth among
Fed policy makers, who last week trimmed their monthly bond
purchases to $65 billion from $75 billion, the report related.
They see growth picking up this year to 2.8 percent to 3.2
percent, according to their most recent forecasts released in
December.

"If we start seeing meaningful credit growth, it would only be a
matter of time before that's reflected in improved economic
momentum," said Millan Mulraine, deputy head of U.S. research and
strategy at TD Securities in New York, the report cited.  "The
missing piece of this recovery has been a sustained pickup in
credit."


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Ocwen Assets Trust, Inc.
   Bankr. M.D. Fla. Case No. 14-01484
     Chapter 11 Petition filed February 11, 2014
         See http://bankrupt.com/misc/flmb14-01484.pdf
         Filed as Pro Se

In re Skiview II Inc., a Delaware corporation
   Bankr. S.D. Fla. Case No. 14-13218
     Chapter 11 Petition filed February 11, 2014
         See http://bankrupt.com/misc/flsb14-13218.pdf
         represented by: Sherri B. Simpson, Esq.
                         LAW OFFICES OF SHERRI B. SIMPSON, P.A.
                         E-mail: sbsecf@gmail.com

In re Veronica Persaud
   Bankr. S.D. Fla. Case No. 14-13268
      Chapter 11 Petition filed February 11, 2014

In re David Jones
   Bankr. N.D. Ga. Case No. 14-52903
      Chapter 11 Petition filed February 11, 2014

In re Robert Carr
   Bankr. D. Md. Case No. 14-12077
      Chapter 11 Petition filed February 11, 2014

In re Option Energy, LLC
   Bankr. W.D. Mich. Case No. 14-00727
     Chapter 11 Petition filed February 11, 2014
         See http://bankrupt.com/misc/miwb14-00727.pdf
         represented by: Kerry D. Hettinger, Esq.
                         KERRY HETTINGER, PLC
                         E-mail: khett57@hotmail.com

In re Michael Masters
   Bankr. D. Ore. Case No. 14-60446
      Chapter 11 Petition filed February 11, 2014

In re Nicole Deeds
   Bankr. E.D. Va. Case No. 14-10497
      Chapter 11 Petition filed February 11, 2014

In re Sang Yim
   Bankr. W.D. Wash. Case No. 14-10897
      Chapter 11 Petition filed February 11, 2014
In re Steven Sassoon
   Bankr. C.D. Cal. Case No. 14-12637
      Chapter 11 Petition filed February 12, 2014

In re Hilltop Radiology, LLC
        dba Hilltop Imaging
   Bankr. N.D. Cal. Case No. 14-40601
     Chapter 11 Petition filed February 12, 2014
         See http://bankrupt.com/misc/canb14-40601.pdf
         represented by: James S. Monroe, Esq.
                         MONROE LAW GROUP
                         E-mail: jim@monroe-law.com

In re National Radiological Imaging Associates, Inc.
        dba Elk Grove Diagnostic
   Bankr. N.D. Cal. Case No. 14-40602
     Chapter 11 Petition filed February 12, 2014
         See http://bankrupt.com/misc/canb14-40602.pdf
         represented by: James S. Monroe, Esq.
                         MONROE LAW GROUP
                         E-mail: jim@monroe-law.com

In re Elizabeth Singh
   Bankr. S.D. Fla. Case No. 14-13342
      Chapter 11 Petition filed February 12, 2014

In re Sharky's Bar "N" Grille, LLC
   Bankr. S.D. Fla. Case No. 14-13370
     Chapter 11 Petition filed February 12, 2014
         See http://bankrupt.com/misc/flsb14-13370.pdf
         represented by: Brett A. Elam, Esq.
                         OZMENT MERRILL
                         E-mail: ecf@ombkc.com

In re Harting Rental, LLC
   Bankr. S.D. Ind. Case No. 14-00797
     Chapter 11 Petition filed February 12, 2014
         See http://bankrupt.com/misc/insb14-00797.pdf
         represented by: Michael J. Hebenstreit, Esq.
                         WHITHAM HEBENSTREIT & ZUBEK, LLP
                         E-mail: mjh@whzlaw.com

In re James Tappana
   Bankr. W.D. Mo. Case No. 14-60147
      Chapter 11 Petition filed February 12, 2014

In re St. Marie Development Corporation OF MT
   Bankr. D. Mont. Case No. 14-60106
     Chapter 11 Petition filed February 12, 2014
         See http://bankrupt.com/misc/mtb14-60106.pdf
         represented by: Gary S. Deschenes, Esq.
                         DESCHENES & ASSOCIATES
                         E-mail: descheneslaw@dalawmt.com

In re Evergreen Inn, Inc.
   Bankr. D.N.J. Case No. 14-12472
     Chapter 11 Petition filed February 12, 2014
         See http://bankrupt.com/misc/njb14-12472.pdf
         represented by: Bunce Atkinson, Esq.
                         ATKINSON & DEBARTOLO
                         E-mail: bunceatkinson@aol.com

In re Hillary Software, Inc.
   Bankr. D.N.J. Case No. 14-12486
     Chapter 11 Petition filed February 12, 2014
         See http://bankrupt.com/misc/njb14-12486.pdf
         represented by: Barry W. Frost
                         TEICH GROH
                         E-mail: bfrost@teichgroh.com

In re The Mack Group, LLC
   Bankr. D.N.J. Case No. 14-12495
     Chapter 11 Petition filed February 12, 2014
         See http://bankrupt.com/misc/njb14-12495.pdf
         represented by: David L. Bruck, Esq.
                         GREENBAUM, ROWE, SMITH, ET AL.
                         E-mail: bankruptcy@greenbaumlaw.com

In re Israel Shenker
   Bankr. S.D.N.Y. Case No. 14-22190
      Chapter 11 Petition filed February 12, 2014

In re Gugerli Holdings, LLC
   Bankr. E.D.N.C. Case No. 14-00864
     Chapter 11 Petition filed February 12, 2014
         See http://bankrupt.com/misc/nceb14-00864.pdf
         represented by: Travis Sasser, Esq.
                         SASSER LAW FIRM
                         E-mail: tsasser@carybankruptcy.com

In re Wilson & Joyce Lawn Service, Inc.
   Bankr. M.D.N.C. Case No. 14-10139
     Chapter 11 Petition filed February 12, 2014
         See http://bankrupt.com/misc/ncmb14-10139.pdf
         represented by: Samantha K. Brumbaugh, Esq.
                         IVEY, MCCLELLAN, GATTON & TALCOTT, LLP
                         E-mail: skb@imgt-law.com

In re Rodney Jones
   Bankr. M.D. Tenn. Case No. 14-00994
      Chapter 11 Petition filed February 12, 2014

In re F.T.L., Inc., Liquidating Trust
   Bankr. E.D. Va. Case No. 14-50177
     Chapter 11 Petition filed February 12, 2014
         See http://bankrupt.com/misc/vaeb14-50177.pdf
         represented by: Douglas Scott, Esq.
                         DOUGLAS A. SCOTT, PLC
                         E-mail: BankruptcyCounsel@gmail.com
In re Joseph Scarzone
   Bankr. D. Ariz. Case No. 14-01783
      Chapter 11 Petition filed February 13, 2014

In re Desert Hot Springs Developments, Inc.
   Bankr. C.D. Cal. Case No. 14-11762
     Chapter 11 Petition filed February 13, 2014
         See http://bankrupt.com/misc/cacb14-11762.pdf
         represented by: Gene E. O'Brien, Esq.
                         LAW OFFICE OF GENE E. O'BRIEN
                         E-mail: gene@geneobrienlaw.com

In re Mojavagreen, LLC
   Bankr. C.D. Cal. Case No. 14-12714
     Chapter 11 Petition filed February 13, 2014
         See http://bankrupt.com/misc/cacb14-12714.pdf
         Filed as Pro Se

In re 744 Union Partners, LLC
   Bankr. N.D. Cal. Case No. 14-30216
     Chapter 11 Petition filed February 13, 2014
         See http://bankrupt.com/misc/canb14-30216.pdf
         Filed as Pro Se

In re Hon Investments, LLC
   Bankr. N.D. Ind. Case No. 14-20296
     Chapter 11 Petition filed February 13, 2014
         See http://bankrupt.com/misc/innb14-20296.pdf
         represented by: Lori D. Fisher, Esq.
                         MILLERFISHER LAW, LLC
                         E-mail: ldf_law2@att.net

In re Millennium Group of Indiana, Inc.
        dba Millennium Group, Inc.
   Bankr. S.D. Ind. Case No. 14-00838
     Chapter 11 Petition filed February 13, 2014
         See http://bankrupt.com/misc/insb14-00838.pdf
         represented by: Matthew Michael Cree, Esq.
                         VAN VALER LAW FIRM, LLP
                         E-mail: matthew@vanvalerlaw.com

In re Custom Kitchen Cabinets, LLC
   Bankr. W.D. Ky. Case No. 14-10140
     Chapter 11 Petition filed February 13, 2014
         See http://bankrupt.com/misc/kywb14-10140.pdf
         represented by: Mark H. Flener, Esq.
                         E-mail: mark@flenerlaw.com

In re Edgelake Preparatory Academy, Inc.
   Bankr. E.D. La. Case No. 14-10266
     Chapter 11 Petition filed February 13, 2014
         See http://bankrupt.com/misc/laeb14-10266.pdf
         represented by: Hilliard C. Fazande, II, Esq.
                         E-mail: hcfazande2esq@gmail.com

In re Hubert Vidrine
   Bankr. W.D. La. Case No. 14-50141
      Chapter 11 Petition filed February 13, 2014

In re David DeAngelis
   Bankr. D. Mass. Case No. 14-10542
      Chapter 11 Petition filed February 13, 2014

In re GS Outpatient Facilities, LLC
   Bankr. D. Nev. Case No. 14-10929
     Chapter 11 Petition filed February 13, 2014
         See http://bankrupt.com/misc/nvb14-10929.pdf
         represented by: Matthew L. Johnson, Esq.
                         MATTHEW L. JOHNSON & ASSOCIATES, P.C.
                         E-mail: annabelle@mjohnsonlaw.com

In re Intimate Bridal, Inc.
        dba The Intimate Bridal & Formalwear
   Bankr. E.D.N.C. Case No. 14-00873
     Chapter 11 Petition filed February 13, 2014
         See http://bankrupt.com/misc/nceb14-00873.pdf
         represented by: George M. Oliver, Esq.
                         OLIVER FRIESEN CHEEK, PLLC
                         E-mail: efile@ofc-law.com

In re Ronnie Shockley
   Bankr. M.D. Tenn. Case No. 14-01045
      Chapter 11 Petition filed February 13, 2014

In re Jeffrey Fendley
   Bankr. E.D. Tex. Case No. 14-40321
      Chapter 11 Petition filed February 13, 2014

In re Star Creek Dental, P.C.
   Bankr. E.D. Tex. Case No. 14-40322
     Chapter 11 Petition filed February 13, 2014
         See http://bankrupt.com/misc/txeb14-40322.pdf
         represented by: Joyce W. Lindauer, Esq.
                         JOYCE W. LINDAUER, ATTORNEY AT LAW &
MEDIATOR
                         E-mail: courts@joycelindauer.com

In re Stacey Harris
   Bankr. E.D. Tex. Case No. 14-40323
      Chapter 11 Petition filed February 13, 2014

In re J & D World Corp.
        dba Pro Cuts
   Bankr. N.D. Tex. Case No. 14-30792
     Chapter 11 Petition filed February 13, 2014
         See http://bankrupt.com/misc/txnb14-30792.pdf
         represented by: Michael Wiss, Esq.
                         MICHAEL WISS & ASSOCIATES
                         E-mail: mjwiss@hotmail.com

In re Family Tradition, Inc.
   Bankr. S.D. W.Va. Case No. 14-20057
     Chapter 11 Petition filed February 13, 2014
         See http://bankrupt.com/misc/wvsb14-20057.pdf
         represented by: Joe M. Supple, Esq.
                         SUPPLE LAW OFFICE, PLLC
                         E-mail: info@supplelaw.net
In re Anozira Stucco and Stone Works, LLC
   Bankr. D. Ariz. Case No. 14-01830
     Chapter 11 Petition filed February 14, 2014
         See http://bankrupt.com/misc/azb14-01830.pdf
         represented by: Adam E. Hauf, Esq.
                         THE LAW OFFICE OF ADAM HAUF
                         E-mail: adam@hauflaw.com

In re Robert Boyajian
   Bankr. C.D. Cal. Case No. 14-10918
      Chapter 11 Petition filed February 14, 2014

In re S.T.I. Inc. Trucking and Materials
        aka S.T.I. Inc.
   Bankr. C.D. Cal. Case No. 14-11852
     Chapter 11 Petition filed February 14, 2014
         See http://bankrupt.com/misc/cacb14-11852.pdf
         represented by: Stephen R. Wade, Esq.
                         THE LAW OFFICES OF STEPHEN R. WADE
                         E-mail: laurel@srwadelaw.com

In re Shahram Nemani
   Bankr. C.D. Cal. Case No. 14-12862
      Chapter 11 Petition filed February 14, 2014

In re Joseph Tedesco
   Bankr. E.D. Cal. Case No. 14-90205
      Chapter 11 Petition filed February 14, 2014

In re Kristen Emery
   Bankr. N.D. Cal. Case No. 14-50651
      Chapter 11 Petition filed February 14, 2014

In re Kevin Brisker
   Bankr. N.D. Ill. Case No. 14-04643
      Chapter 11 Petition filed February 14, 2014

In re Le Chateau Art Gallery & Custom Framing, LLC
   Bankr. E.D. Mich. Case No. 14-42121
     Chapter 11 Petition filed February 14, 2014
         See http://bankrupt.com/misc/mieb14-42121.pdf
         Filed as Pro Se

In re Wayne Auge
   Bankr. D. N.M. Case No. 14-10443
      Chapter 11 Petition filed February 14, 2014

In re Barry Butterfield
   Bankr. N.D.N.Y. Case No. 14-10289
      Chapter 11 Petition filed February 14, 2014

In re Unity the Way of Holiness Christian Church
   Bankr. E.D.N.C. Case No. 14-00896
     Chapter 11 Petition filed February 14, 2014
         See http://bankrupt.com/misc/nceb14-00896.pdf
         Filed as Pro Se

In re Christopher H. Martone DMD P.C.
   Bankr. W.D. Pa. Case No. 14-20524
     Chapter 11 Petition filed February 14, 2014
         See http://bankrupt.com/misc/pawb14-20524.pdf
         represented by: Kenneth Steidl, Esq.
                         STEIDL & STEINBERG
                         E-mail: julie.steidl@steidl-steinberg.com

In re Luis Torres Llompart
   Bankr. D.P.R. Case No. 14-01041
      Chapter 11 Petition filed February 14, 2014

In re Richard Wescott
   Bankr. E.D. Va. Case No. 14-10543
      Chapter 11 Petition filed February 14, 2014

In re Roy VanWinkle
   Bankr. W.D. Wash. Case No. 14-11023
      Chapter 11 Petition filed February 14, 2014
In re N.E.P. Holding LLC
   Bankr. D. Ariz. Case No. 14-01863
     Chapter 11 Petition filed February 17, 2014
         See http://bankrupt.com/misc/azb14-01863.pdf
         represented by: Kyle A. Kinney, Esq.
                         LAW OFFICES OF KYLE A. KINNEY, PLLC
                         E-mail: kyle@kinneylaw.net

In re Richard Caselli
   Bankr. C.D. Cal. Case No. 14-10971
      Chapter 11 Petition filed February 17, 2014

In re Florida Super Cash Pawn, Inc.
   Bankr. M.D. Fla. Case No. 14-00694
     Chapter 11 Petition filed February 17, 2014
         See http://bankrupt.com/misc/flmb14-00694.pdf
         represented by: Bryan K. Mickler, Esq.
                         MICKLER & MICKLER
                         E-mail: court@planlaw.com

In re Kirk Weakland
   Bankr. D. Nev. Case No. 14-50218
      Chapter 11 Petition filed February 17, 2014

In re Power Luxury Radio Dispatch, Inc.
   Bankr. S.D.N.Y. Case No. 14-10336
     Chapter 11 Petition filed February 17, 2014
         See http://bankrupt.com/misc/nysb14-10336.pdf
         represented by: Nestor Rosado, Esq.
                         E-mail: neslaw2@msn.com

In re Restaurant Aura, Inc.
        aka Aura, Inc.
   Bankr. M.D. Tenn. Case No. 14-01188
     Chapter 11 Petition filed February 17, 2014
         See http://bankrupt.com/misc/tnmb14-01188.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         LAW OFFICES LEFKOVITZ & LEFKOVITZ
                         E-mail: slefkovitz@lefkovitz.com
In re BDGT, LLC
   Bankr. D. Ariz. Case No. 14-01919
     Chapter 11 Petition filed February 18, 2014
         See http://bankrupt.com/misc/azb14-01919.pdf
         represented by: Scott D. Gibson, Esq.
                         LAW OFFICE OF SCOTT D. GIBSON, PLLC
                         E-mail: ECF@SDGLAW.NET

In re Theodore Dunlap
   Bankr. D. Ariz. Case No. 14-01927
      Chapter 11 Petition filed February 18, 2014

In re Michael Turner
   Bankr. D. Ariz. Case No. 14-01928
      Chapter 11 Petition filed February 18, 2014

In re Carol Dunlap
   Bankr. D. Ariz. Case No. 14-01930
      Chapter 11 Petition filed February 18, 2014

In re Tap Shack, LLC
   Bankr. C.D. Cal. Case No. 14-10997
     Chapter 11 Petition filed February 18, 2014
         See http://bankrupt.com/misc/cacb14-10997.pdf
         represented by: Vito Torchia, Esq.
                         BROOKSTONE LAW, P.C.
                         E-mail: vjt@brookstone-law.com

In re Rosendo Perez
   Bankr. E.D. Cal. Case No. 14-10695
      Chapter 11 Petition filed February 18, 2014

In re Thames River Marina, LLC
   Bankr. D. Conn. Case No. 14-20283
     Chapter 11 Petition filed February 18, 2014
         See http://bankrupt.com/misc/ctb14-20283.pdf
         represented by: Stephen M. Kindseth, Esq.
                         ZEISLER & ZEISLER
                         E-mail: skindseth@zeislaw.com

In re MS Liquidators of Arizona, LLC
   Bankr. M.D. Fla. Case No. 14-01775
     Chapter 11 Petition filed February 18, 2014
         See http://bankrupt.com/misc/flmb14-01775.pdf
         represented by: Jeffrey Ainsworth, Esq.
                         BRANSONLAW, PLLC
                         E-mail: jeff@bransonlaw.com

In re Adam Dash
   Bankr. S.D. Fla. Case No. 14-13785
      Chapter 11 Petition filed February 18, 2014

In re Peter Res
   Bankr. D.N.J. Case No. 14-12776
      Chapter 11 Petition filed February 18, 2014

In re Meadow Road Resources, LLC
   Bankr. D.N.J. Case No. 14-12807
     Chapter 11 Petition filed February 18, 2014
         See http://bankrupt.com/misc/njb14-12807.pdf
         represented by: Natalee Picillo, Esq.
                         PICILLO & PICILLO
                         E-mail: picillopicillo@aol.com

In re Rafael Antonio Rivera Vazquez
   Bankr. D.P.R. Case No. 14-01136
      Chapter 11 Petition filed February 18, 2014

In re Freddy Marrugo Carreo
   Bankr. D.P.R. Case No. 14-01149
      Chapter 11 Petition filed February 18, 2014

In re Aravind Mallipudi, Inc.
        dba A & B Drive Thru Market
   Bankr. M.D. Tenn. Case No. 14-01201
     Chapter 11 Petition filed February 18, 2014
         See http://bankrupt.com/misc/tnmb14-01201.pdf
         represented by: Harry Gust Lasser, IV, Esq.
                         LAW OFFICE OF HARRY G. LASSER, IV
                         E-mail: harrylasser@frontiernet.net

In re Patrick Chevers
   Bankr. M.D. Tenn. Case No. 14-01205
      Chapter 11 Petition filed February 18, 2014

In re TAPS Unlimited, Inc.
   Bankr. S.D. Tex. Case No. 14-30937
     Chapter 11 Petition filed February 18, 2014
         See http://bankrupt.com/misc/txsb14-30937.pdf
         represented by: Nelson M. Jones, III, Esq.
                         LAW OFFICE OF NELSON M. JONES, III
                         E-mail: njoneslawfirm@aol.com




                             *********

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.


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