TCR_Public/140224.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, February 24, 2014, Vol. 18, No. 54


                            Headlines

1385 N. MILWAUKEE: Case Summary & 9 Unsecured Creditors
1756 W. LAKE STREET: Case Summary & Unsecured Creditor
A-ADVANTAGE AUTO: Case Summary & 20 Largest Unsecured Creditors
A&E ENTERPRISES: Appeals Court Explores Bundled Leases, Franchises
ADVANCED MICRO: Fitch Rates $500MM Sr. Notes Due 2019 'CCC'

ADVANCED MICRO: Moody's Rates $500MM Senior Unsecured Note 'B2'
AEROVISION HOLDINGS: Has Until April 30 to File Chapter 11 Plan
AEROVISION HOLDINGS: Has Until May 19 to Decide on Property Leases
AMERICAN AXLE: Barrow Hanley Stake at 6.6% as of Dec. 31
AMERICAN NANO: Reports $1.24-Mil. Net Loss for Q4 Ended Dec. 31

AMERICAN TIRE: Terry's Tire Deal No Impact on Moody's B2 Rating
AUTO ORANGE: March 19 Hearing on Bid to Dismiss Chapter 11 Case
AUTO ORANGE: TerraCotta May Foreclose on Capistrano Property
BIEBERLE ENTERPRISES: Case Summary & 3 Unsecured Creditors
BIONEUTRAL GROUP: Marcum LLP Raises Going Concern Doubt

BMB MUNAI: Incurs $389K Net Loss in Fourth Quarter
BROWN'S T MARKET: Voluntary Chapter 11 Case Summary
BUFFET PARTNERS: PACA Creditors Seek Adequate Protection
BUFFET PARTNERS: U.S. Trustee Forms Five-Member Creditors Panel
C.H.I. OVERHEAD: Moody's Changes 'B3' CFR Outlook to Negative

C&K MARKET: Hires Great American A&V to Provide Valuation
C&K MARKET: Taps Kurtzman Carson as Noticing Agent
CALPINE CONSTRUCTION: Moody's Rates $375MM Add-on Term Loan 'Ba3'
CENGAGE LEARNING: Moody's Assigns B2 Corp. Family Rating
CEREPLAST INC: Has $1-Mil. DIP Financing From ProCap Funding

CEREPLAST INC: 50-to-1 Reverse Stock Split Becomes Effective
CHINA NATURAL: Wellington Management No Longer Holds Shares
CHRYSLER GROUP: Raises $5 Billion to Repay Debt
CHURCH OF MIAMI: Voluntary Chapter 11 Case Summary
COSMOREX LTD: Chapter 15 Case Summary

COVANTA HOLDINGS: Moody's Rates $400MM Sr. Unsecured Bonds 'Ba3'
CREATIVE FINANCE: Chapter 15 Case Summary
CRYSTAL CARE: Bankruptcy Case Converted to Chapter 7
CUE & LOPEZ: Has Until April 1 to File Chapter 11 Plan
CW CAPITAL FUND ONE: Case Summary & 20 Largest Unsecured Creditors

DECA FINANCIAL: Involuntary Chapter 11 Case Summary
DENNY A. RYERSON: Anaconda LLC May Pursue Foreclosure Sale
DETROIT, MI: Files Plan for Adjustment of Debts
DETROIT, MI: Suit Over Mich. Emergency Manager Law Can Proceed
DETROIT, MI: Gambling Revenue at Heart of City's Dilemmas

DETROIT, MI: Appeals Court Consults With Mediator
DIOCESE OF STOCKTON: Mediator Named in Bankruptcy Case
DEWEY & LEBOEUF: Trustee Sues 5 More Ex-Partners For $2.5M
DJO GLOBAL: Pledges Assets as Collateral Under Amended Facility
DOLCE & COMPANIES: Voluntary Chapter 11 Case Summary

DOTS LLC: U.S. Trustee Forms Five-Member Creditors Committee
DOTS LLC: Committee Balks at Quick Sale; Salus Supports Sale
DOTS LLC: Lowenstein Sandler Approved as Bankruptcy Counsel
DOTS LLC: PwC Approved as Financial Advisor & Investment Banker
EDISON MISSION: Has Deal With Parent, Noteholders; Amends Plan

EDISON MISSION: Plan Confirmation Hearing Moved to March 11
EDWIN WATTS GOLF: To Close At Least 4 Stores in South Carolina
ENDEAVOUR INTERNATIONAL: Vanguard Stake at 2.9% as of Dec. 31
ETERNAL ENTERPRISE: Case Summary & 12 Top Unsecured Creditors
EVENT RENTALS: Meeting to Form Creditors' Panel on Monday

EVENT RENTALS: Has Interim Authority to Tap $17MM in DIP Loans
EVENT RENTALS: Proposes to Sell Assets for $124 Million
EVENT RENTALS: Seeks Authority to Assume CFO Agreement with Tatum
EVPP LLC: Appeal on Foreclosure of Condo Units Rejected
EXIDE TECHNOLOGIES: Tontine Capital No Longer Holds Common Stock

FAUNUS GROUP: Files Motion for Receivership in Montreal Court
FIRST INDUSTRIAL: Fitch Rates $200MM Unsecured Term Loan 'BB+'
FIRST MARINER: Obtains $2.5 Million DIP Facility From Purchaser
FOC AIRPORT: Case Summary & 5 Unsecured Creditors
FORT & VREELAND: Voluntary Chapter 11 Case Summary

FOUR GRAHAMS: Case Summary & 13 Unsecured Creditors
FREEDOM INDUSTRIES: To Shut Down Operations, Hires Experts
GARLOCK SEALING: Ruling Gives Asbestos Defendants Discovery Hammer
GENCO SHIPPING: Working on Prepack with Bondholder Group
GRAHAM LAND: Voluntary Chapter 11 Case Summary

GREEN EARTH: Posts $1.73-Mil. Net Income in Dec. 31 Quarter
GREGORY GLOVER: R.C. Capital May Pursue Eviction Case
GYMBOREE CORP: Bank Debt Trades at 9% Off
HERITAGE HOUSE: Case Summary & 20 Largest Unsecured Creditors
HOPE ACADEMY: Fitch Affirms 'BB' Rating on $8.885MM Bonds

INDIANAPOLIS DOWNS: 3rd Cir. Affirms Deal With Cordish Entities
J&S PRIDE: Voluntary Chapter 11 Case Summary
JC PENNEY: Bank Debt Trades at 4% Off
JETBLUE AIRWAYS: Fitch Affirms 'B' Issuer Default Rating
KAVIN RR: Case Summary & 12 Largest Unsecured Creditors

KEMPER CORP: Fitch to Rate $150MM Subordinated Debentures 'BB'
KEMPER CORP: Moody's Assigns Ba1(hyb) Rating on $150MM Sub. Debt
LABORATORY PARTNERS: Health Dept. Says Sale Violates Privacy Laws
LABORATORY PARTNERS: Court OKs Duff & Phelps as Investment Banker
LENNAR CORP: Fitch Rates Proposed $250MM Senior Notes 'BB+'

LEROY F. GRIMM: Feb. 25 Bankruptcy Sale of Real Properties
LIVINGWAY CHRISTIAN: Case Summary & 10 Top Unsecured Creditors
LONESTAR INTERMEDIATE: Moody's Lowers Corp. Family Rating to B1
LONG BEACH MEDICAL: Case Summary & 30 Largest Unsecured Creditors
LONG BEACH MEDICAL: Section 341(a) Meeting Set on March 21

LOS COCOS: Case Summary & 9 Unsecured Creditors
MALLINCKRODT PLC: Moody's Lowers Corp. Family Rating to 'Ba3'
MANCHESTER HOUSING: Moody's Affirms Caa1 Rating on $21.2MM Bonds
MARSHALL MEDICAL: Fitch Affirms 'BB+' Rating on Series 2004A Bonds
MARTIFER SOLAR: Cathay Bank Questions Venue of Bankruptcy Case

MAXCOM TELECOMUNICACIONES: Nexus Partners et al. Disclose Stake
METEX MFG: Has Until May 9 to Propose Chapter 11 Plan
MF GLOBAL: Former Execs Slam Customer-Trustee Claim Settlement
MONTANA ELECTRIC: Parties in Talks; Plan Proceedings Stayed
MONUMENT OF FAITH: Case Summary & 2 Unsecured Creditors

NATIVE WHOLESALE: Files Reorganization Plan
NEW YORK CITY OPERA: Auction Fetches Net of $70,500
NNN SIENA: Case Summary & Largest Unsecured Creditors
NNN SIENA: Section 341(a) Meeting Scheduled for March 24
OHCMC-OSWEGO: Case Summary & 8 Unsecured Creditors

OHCMC-OSWEGO: Section 341(a) Meeting Scheduled for March 20
OPTIM ENERY: Supplier Seeks $4.6-Mil. Adequate Assurance
ORCHARD SUPPLY: ZBI Equities, Ziff Bros. No Longer Hold Shares
ORCHARD SUPPLY: Ed Lampert Entities No Longer Hold Shares
ORCHARD SUPPLY: Ares Partners et al. No Longer Hold Shares

ORMET CORP: Hires Calibre Group as Financial Advisor and Banker
OVERLAND STORAGE: Reports $4.32MM Net Loss for Qtr. Ended Dec. 31
OVERSEAS SHIPHOLDING: Projected Sources and Uses of Cash Disclosed
PHOENIX COMPANIES: Gets Bondholder Consent to Amend Indenture
POWER FORCE: Voluntary Chapter 11 Case Summary

PRIME PROPERTIES: Case Dismissal Hearing Moved to March 19
PRIME PROPERTIES: FTBK Files Bankruptcy Plan, Proposes Asset Sale
PROJECT SUNSHINE: Moody's Assigns (P)B2 CFR; Outlook Stable
PULSE ELECTRONICS: Note Exchange Transactions to Reduce Debt
QUANTUM FOODS: Meeting to Form Creditors' Panel on Thursday

RADIOSHACK CORP: Vanguard Group Stake at 5.11% as of Dec. 31
RAVAL INVESTMENT: Case Summary & 9 Unsecured Creditors
REALBIZ MEDIA: D'Arelli Pruzansky Raises Going Concern Doubt
REEVES DEVELOPMENT: Contested Plan Outline Hearing Held Friday
RESERVOIR EXPLORATION: Court to Confirm Liquidating Plan

RESIDENTIAL CAPITAL: Schermerhorns Not Entitled to Attorneys Fees
RITE AID: Vanguard Group Stake at 6.1% as of Dec. 31
ROBIN GRATHWOL: Court Dismisses 3 Adversary Proceedings
SALT VERDE: Moody's Puts Ba3 Rating Under Review for Upgrade
SANDI'S LEARNING: Voluntary Chapter 11 Case Summary

SAVIENT PHARMACEUTICALS: Taps Kramer Levin as IP Counsel
SEARS HOLDINGS: Force Capital Stake at 5.6% as of Dec. 31
SHARGAL INC: Case Summary & 5 Unsecured Creditors
SINCLAIR BROADCAST: Posts $4.2 Million Net Income in 4th Quarter
SOJOURNER INVESTMENT: Chapter 11 Bankruptcy Dismissed

SPIN HOLDCO: Proposed Refinancing No Impact on Moody's B3 CFR
ST. FRANCIS' HOSPITAL: Panel Hires Alston & Bird as Counsel
STACY'S INC: Committee May Pursue Claims Against D&Os
STANS ENERGY: Arbitration Hearing Scheduled for March 3
STERLING INFOSYSTEMS: Moody's Affirms B2 Corporate Family Rating

SUNTECH POWER: Liquidators File Chapter 15 Bankruptcy Petition
SUNTECH POWER: Chapter 15 Case Summary
SUNTECH POWER: NYSE Delists ADRs Effective Feb. 25
SUNTECH POWER: NYSE Review Panel Upholds ADR Delisting
SUNTECH POWER: Zhengrong Shi Holds 29% of Ordinary Shares

TERRAFIRMA VENTURE: Case Summary & 20 Largest Unsecured Creditors
TOMSTEN INC: Disclosure Statement Hearing Set for Feb. 26
TRIBUNE CO: Activist Presses Firm to Sell Assets
TXU CORP: 2014 Bank Debt Trades at 31% Off
UROLOGIX INC: Has $1.08-Mil. Net Loss in Qtr. Ended Dec. 31

USEC INC: Van Eck Associates No Longer a Shareholder
VICTOR OOLITIC: Meeting to Form Creditors' Panel on Tuesday
WILLIAMSBERG REALTY: Voluntary Chapter 11 Case Summary
WORLD CABLE: Case Summary & 20 Largest Unsecured Creditors
YND INC: Case Summary & 7 Largest Unsecured Creditors

YOSHI'S SAN FRANCISCO: Status Conference Continued Until Feb. 26
YRC WORLDWIDE: Deutsche Bank Stake Down to 0.03% as of Dec. 31
YRC WORLDWIDE: Whitebox Advisors Stake Down to 1.7% as of Dec. 31
ZEKE'S LANDING: Case Summary & 20 Largest Unsecured Creditors
ZLM ACQUISITIONS: Case Summary & 2 Largest Unsecured Creditors

* Health Insurers Seek to Pry Open Asbestos-Bankruptcy Trusts

* Estes Okon Promotes Kevin Muenster & Shelby Angel to Partners
* Houston Bankruptcy Lawyer Arrested on Fraud Charges
* Four Stradling Lawyers Among Southern Calif. Super Lawyers List
* Seven Thomson Hine Lawyers Among 2014 Georgia Super Lawyers List

* BOND PRICING -- For Week From Feb. 17 to 21, 2014


                             *********


1385 N. MILWAUKEE: Case Summary & 9 Unsecured Creditors
-------------------------------------------------------
Debtor: 1385 N. Milwaukee Building
        1420 N. Milwaukee Avenue
        Chicago, IL 60622

Case No.: 14-05518

Chapter 11 Petition Date: February 20, 2014

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

Judge: Hon. Janet S. Baer

Debtor's Counsel: Ariel Weissberg, Esq.
                  WEISSBERG & ASSOCIATES, LTD
                  401 S. LaSalle Street, Suite 403
                  Chicago, IL 60605
                  Tel: (312) 663-0004
                  Fax: 312 663-1514
                  Email: ariel@weissberglaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Scott Rosenzweig, general partner.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-5518.pdf


1756 W. LAKE STREET: Case Summary & Unsecured Creditor
------------------------------------------------------
Debtor: 1756 W. Lake Street, LLC
        1756 W. Lake Street
        Chicago, IL 60612

Case No.: 14-05354

Chapter 11 Petition Date: February 19, 2014

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

Judge: Hon. Janet S. Baer

Debtor's Counsel: David P Lloyd, Esq.
                  DAVID P. LLYOD LTD.
                  615B S. LaGrange Rd.
                  LaGrange, IL 60525
                  Tel: 708 937-1264
                  Fax: 708 937-1265
                  Email: courtdocs@davidlloydlaw.com

Total Assets: $2.02 million

Total Liabilities: $1.36 million

The petition was signed by Chris Bambulas, member/manager.

The Debtor listed Hartford Insurance as its largest unsecured
creditor holding a claim of $871.


A-ADVANTAGE AUTO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: A-Advantage Auto Group, Inc.
        3920 S. Buckner
        Dallas, TX 75227

Case No.: 14-30899

Chapter 11 Petition Date: February 21, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $500,000 to $1 million

The petition was signed by James Warner, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb14-30899.pdf


A&E ENTERPRISES: Appeals Court Explores Bundled Leases, Franchises
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Chicago, in an opinion
on Feb. 7, explored the question on whether the 210-day
requirement for assuming a lease property apply or it the
assumption is open-ended when a fast-food operator leases stores
from the franchisor and has parallel franchise agreements and
equipment leases.

According to the report, the case deals with Section 365(d)(4) of
the Bankruptcy Code, under which real property leases must be
assumed within a maximum of 210 days or they are deemed rejected,
the bankruptcy term for termination.  On the other hand, a
bankrupt in Chapter 11 has no deadline under Section 356(d)(2) for
assuming other types of contracts such as equipment leases and
franchise agreements.

The report related that when the leases weren't assumed within the
time period, the bankruptcy judge declared that the leases were
terminated and that the equipment leases and franchise agreements
expired.  The bankrupt filed an appeal and failed to get a stay
from either the bankruptcy court or the district court.  The
bankrupt company then sought a stay pending appeal from the
appeals court in Chicago.

Circuit Judge Diane S. Sykes granted a stay, saying there are
"powerful arguments" in the bankrupt's favor saying the 210-day
limit doesn't apply when leases are bundled with other types of
contracts, the report further related.  Circuit Judge Sykes said
she was "provisionally persuaded" that the bankruptcy court was
wrong. She cited two lower-court opinions saying the 210-day limit
doesn't apply.

Since the "likelihood of success" was in favor of the bankrupt
along with the "balance of potential harms," Judge Sykes granted
the stay, while saying she wasn't ruling on the ultimate question
of which subsection in Section 365(d) applies, the report added.

The case is A&E Enterprises Inc. II v. IHOP Franchising LLC (In re
A&E Enterprises Inc. II), 13-3192, U.S. Court of Appeals for the
Seventh Circuit (Chicago).


ADVANCED MICRO: Fitch Rates $500MM Sr. Notes Due 2019 'CCC'
-----------------------------------------------------------
Fitch rates Advanced Micro Devices Inc.'s (NYSE: AMD) private
placement of $500 million senior notes due 2019 'CCC/RR4'.

The ratings affect approximately $2.5 billion of total debt,
including the mostly undrawn revolving credit facility (RCF).

On Feb. 20, 2014, AMD announced it will privately offer $500
million senior notes due 2019 and use the net proceeds to
refinance up to $490 million of existing debt.  The company will
concurrently tender for up to $425 million of 6% convertible
senior notes due 2015 and use any remaining net proceeds for up to
$200 million of $500 million 8.125% senior notes due 2017.

The ratings continue to reflect Fitch's expectations for negative
near-term free cash flow (FCF) and limited top-line visibility,
despite solid product momentum heading into 2014.  As a result,
Fitch believes financial flexibility will remain limited as AMD
seeks to increase revenues from non-legacy personal computing (PC)
markets to 50% from 20% of total by 2015.

Fitch expects low- to mid-single-digit revenue growth in 2014,
driven by strong semi-custom and graphics accelerated processing
unit (APU) shipments.  AMD's APU is designed into Microsoft's and
Sony's newly released game consoles, which significantly outsold
previous generations in the launch quarter, and longer product
life cycles should add a degree of revenue visibility.

AMD's ability to offset continued weakness in legacy PC markets,
which the company forecasts will decline by 10% in 2014, also will
depend on strong shipments of next-generation APUs for desktops,
as well as solid adoption of just launched low-power APUs for
tablets and ultra-thin notebooks and discrete and professional
graphics processing units (GPU).

Fitch expects operating EBITDA margin will expand to a high-
single-digit range in 2014 after bottoming in 2013, due to higher
revenues and lower fixed costs from completed restructuring.
Longer-term profitability will remain volatile, but Fitch believes
swift incremental restructuring is likely should the company's
business transformation lag targets.

Fitch expects AMD will see modest negative FCF in 2014 after
making a $200 million final payment to GLOBALFOUNDRIES (GF) for
the exclusivity waiver agreement.   As a result, AMD should exit
2014 with cash below $1 billion.  Given historical cash usage and
risks around AMD's business transformation, Fitch believes
financial flexibility is limited through at least the medium term.

Nonetheless, if completed, the refinancing alleviates some near-
term liquidity concerns for AMD. AMD strengthened liquidity in
2013 by entering into the $500 million RCF, of which Fitch
estimates $445 million was available exiting fiscal 2013 after AMD
drew $55 million during the December 2013 quarter.  The company
also reduced its minimum cash level to $600 million from $700
million, due to management's expectations for increased revenue
visibility.

Credit protection measures should remain volatile with total debt-
to-operating EBITDA and operating EBITDA-to-gross interest expense
ranging from low- to mid-single digits over the next few years.

Rating Sensitivities:

Positive rating action could occur if:

-- Fitch gains confidence in AMD's ability to maintain cash above
   $1 billion from organic FCF, which likely would be driven by
   strong adoption of new product and validation of AMD's business
   transformation; and

-- AMD refinances $530 million of convertible senior notes due May
   2015.

Negative rating action could occur if cash balances approach
minimum levels, likely from negative FCF resulting from weak
adoption of new products.

Key Rating Drivers:

Ratings are supported by AMD's:

-- Role as a credible alternative volume chip supplier for PCs, a
    large albeit shrinking market;

-- Significant intellectual property (IP) for APUs and GPUs,
    which underpin AMD's business transformation;

-- Outsourced manufacturing model, relieving the company from
    significant investments in leading edge manufacturing
    capabilities and strengthening FCF.

Ratings concerns include AMD's:

-- Lack of revenue visibility, which should improve if the
    company's business transformation is successful;

-- Volatile profitability and FCF, due to short technology and
    product cycles and Intel-driven pricing pressures;

-- Significantly lower financial flexibility than that of key
    competitors, including Intel Corp., NVIDIA Corp. and Qualcomm
    Inc.

Fitch believes liquidity was sufficient as of Dec. 28, 2013, pro
forma for the Dec. 31, 2013 $200 million payment to GF, and
consisted of:

-- $900 million of cash and cash equivalents, not including
   $90 million of long-term marketable securities;

-- $500 million senior secured RCF due 2018, of which Fitch
   estimates $445 million was available at Dec. 28, 2013).

Fitch expects modest negative FCF in 2014, including the
aforementioned $200 million payment made to GF, and volatile FCF
over the longer term.

Pro forma for the successful private placement and tender offers,
total debt was $2 billion at Dec. 28, 2013 and consisted primarily
of:

-- $105 million to $$240 million of 6% senior unsecured
   convertible notes due 2015, depending upon the tender results;

-- $300 million to $435 million of 8.125% senior unsecured notes
   due 2017, depending upon the tender results;

-- $500 million of senior notes due 2019;

-- $500 million of 7.75% senior unsecured notes due 2020;

-- $500 million of 7.5% senior unsecured notes due 2022.

AMD's Recovery Ratings (RRs) reflect Fitch's belief that the
company would be reorganized as a going concern rather than
liquidated in a bankruptcy scenario.  To arrive at a going concern
value, Fitch believes AMD would: i) reorganize businesses serving
target markets (graphics chips and APUs), ii) wind down the legacy
PC business, and iii) sell the dense server business.

To reorganize the graphics business, Fitch starts with a $250
million post-restructuring operating EBITDA and applies a 5x
multiple (up from 4x due to positive product momentum and
separation from the legacy PC business) to arrive at a going
concern value of $1.25 billion.  Fitch assumes value for the
legacy-PC business is de minimis, given expectations that AMD
would contribute key IP to the graphics business.

Finally, Fitch assumes AMD sells the dense server business for
$250 million, which represents a discount to AMD's $300 million
purchase of SeaMicro in 2012.  Adding the $1.25 billion of going
concern value for the graphics business and $250 million of
proceeds leaves $1.35 billion after subtracting 10% for
administrative claims.

Fitch expects the fully drawn senior secured RCF, given
expectations for receivables levels at default, would recover
100%, resulting in an 'RR1'.  The remaining amount available for
the senior unsecured debt would be $850 million, which equates to
42% recovery and an 'RR4'.

Fitch currently rates AMD as follows:

-- Long-term IDR at 'CCC';
-- Senior unsecured debt at 'CCC/RR4'.
-- $500 million senior secured RCF at 'B/RR1'.


ADVANCED MICRO: Moody's Rates $500MM Senior Unsecured Note 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to AMD's proposed
$500 million senior unsecured note. Net proceeds received from the
offering will be used to repurchase up to $425 million of AMD's
convertible senior unsecured notes due 2015 and up to $200 million
of senior unsecured notes due 2017.The outlook is stable.

The stable outlook reflects AMD's prospects for improving
operating performance and a better liquidity profile over the next
year as the company continues to reorient its business model to
address markets beyond its core, legacy personal computer market
(45% of AMD revenue in the most recent quarter) that include the
faster growing, embedded and semi-custom chips, dense server,
professional graphics and ultra low power end markets.

Ratings Rationale

The B2 corporate family rating reflects AMD's prospects for
improved profitability, free cash flow generation, good liquidity
and lower leverage over the intermediate term. AMD is targeting to
grow the faster growing segments mentioned above from roughly 30%
of revenue in the second half of 2013 (5% in 2012) to 40%-50% of
its revenue over the next two years. Driven by design wins and
strong demand for Microsoft's Xbox and Sony's PS4 gaming consoles
that have multi-year product cycles, Moody's expect revenue growth
in semi-custom chips over the intermediate term. With profit
margins in mid-teens, as compared to a slight loss for its legacy
microprocessor business, Moody's expect continued execution of its
product roadmap will lead to better overall profitability for AMD
over the intermediate term.

Partially offsetting AMD's improving product mix development is
the ongoing weak demand conditions in the personal computer
market, particularly in the lower end segments where tablet
devices continue to take wallet-share. Combined with our
expectations that the market leader, Intel, will remain
aggressive, AMD will be challenged to achieve profitability in
this segment over the next year after losing $22 million in 2013.
Recent design wins for AMD's dense server chips for mega data
center applications (with Verizon) are promising, but Moody's
expect revenue contribution from this part of the server market
will be very modest for AMD over the next 12-18 months as design
cycles and customer validation and acceptance for mission critical
server components are long.

The company achieved its goal of quarterly operating costs in the
third quarter of last year and Moody's  expect AMD will sustain
quarterly operating costs between $420 million and $450 million in
2014. With gross margins approximating 35%, the company should
achieve modest profitability, positive free cash flow, and
improving credit metrics, with adjusted debt to EBITDA below 5x
over the next year, as compared to 5.7x at year end 2013.

With nearly $1.2 billion of cash and marketable securities as of
fiscal year end December 2013, and our expectation that the
company will be modestly free cash flow positive over the next
year, AMD has good liquidity. AMD also has access to a $500
million committed, asset-backed, secured revolving credit facility
that matures November 2018. After considering the $200 million
payment AMD made to its foundry partner (GlobalFoundries) in the
first quarter of fiscal 2014, Moody's expect AMD's 2014 year- end
cash balances will approximate $1 billion. Management's minimum
target cash balance is $600 million. Moody's do not anticipate any
other cash payments by AMD to GlobalFoundries outside of normal
course wafer supply purchases over the next year. AMD's next debt
maturity is a $465 million note (unrated) due May 2015.

Considering AMD's improving prospects that lead to the stable
outlook, expectations of minimal usage under the secured revolver
and that all of AMD's obligations are unsecured other than the
revolver, there was an over ride on the Loss Given Default output
resulting in the affirmation of the senior unsecured rating at B2.

Rating assigned:

$500 million senior unsecured notes due 2019 at B2 (LGD4-57%)

What Could Change the Rating - DOWN

The rating could be lowered if AMD's cash and liquid investments
are likely to drop below $800 million, if the company is unlikely
to achieve positive free cash flow over the next year, or if total
debt increases other than for temporary working capital needs.

What Could Change the Rating - UP

The rating is not likely to be raised over the near term. Longer
term, the rating could be raised if AMD is able to sustain revenue
growth with Moody's adjusted EBITDA margins above 10%, while
maintaining cash and liquid investments in excess of $1 billion
and achieving adjusted debt to EBITDA below 4 times.

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


AEROVISION HOLDINGS: Has Until April 30 to File Chapter 11 Plan
---------------------------------------------------------------
The Hon. Paul G. Hyman of the Bankruptcy Court for the Southern
District of Florida extended Aerovision Holdings 1 Corp.'s
exclusive periods to file a plan of reorganization until April 30,
2014, and to solicit acceptances for that Plan until June 30.

As reported in the Troubled Company Reporter on Jan. 27, 2014, the
Debtor requested that the Court extend its exclusive deadline to
file a plan until May 19, and solicit acceptances for that plan
until July 18.  The Debtor maintained that extending the exclusive
periods will give it the opportunity to have its plan of
reorganization confirmed.

The Debtor explained that it is still addressing case issues and
needs additional time to further negotiate with its creditor
towards a resolution of case issues and a possible consensual Plan
of Reorganization.

Additionally, the Debtor is in negotiations with another group of
contested creditors, namely Tiger Aircraft Corp, Logix Global,
Inc. and Aerovision, LLC.

"The results of the negotiations will be of paramount importance
to the direction of the Disclosure Statement and Plan in this
case," the Debtor asserts.  Without knowing the results of this
negotiation, the Debtor said it is unable to adequately prepare a
Disclosure Statement and Plan.

The Debtor maintains it is not seeking this extension to delay the
administration of the case or to pressure creditors to accept an
unsatisfactory plan.

                      About Aerovision Holdings

Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in
West Palm Beach, Florida.  Mark Daniels signed the petition as
president.  The Debtor estimated assets in excess of $10 million
and liabilities of $1 million to $10 million.  Craig I. Kelley,
Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel.


AEROVISION HOLDINGS: Has Until May 19 to Decide on Property Leases
------------------------------------------------------------------
The Hon. Paul G. Hyman of the Bankruptcy Court for the Southern
District of Florida extended until May 19, 2014, Aerovision
Holdings 1 Corp.'s time to assume or reject executory contracts
and unexpired leases of non-residential real property in which the
Debtor is lessee.

The Debtor's executory period was slated to expire Feb. 16, absent
an extension.

The Debtor has executory contracts and unexpired lease agreements
for rental property and pieces of equipment necessary for the
continued operation of its.  The Debtor seeks additional time to
determine whether to assume or reject contracts and leases due to
the fact that it is in the midst of a complex resolution
discussions and negotiations with contested creditors.

One of the contested Creditors and the Debtor have a framework for
a possible resolution that will eliminate the need for contested
proceedings.  A motion under Rule 9019 of the Federal Rules of
Bankruptcy Procedure has been filed with the Court.

Additionally, the Debtor is in negotiations with another group of
contested Creditors, namely Tiger Aircraft Corp, Logix Global,
Inc., and Aerovision, LLC.

As reported by the TCR, the Debtor asked the Court to extend the
lease decision period until the hearing on confirmation of its
anticipated Plan of Reorganization, or by 90 days (May 19, 2014),
whichever occurs earlier.

                      About Aerovision Holdings

Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in
West Palm Beach, Florida.  Mark Daniels signed the petition as
president.  The Debtor estimated assets in excess of $10 million
and liabilities of $1 million to $10 million.  Craig I. Kelley,
Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel.


AMERICAN AXLE: Barrow Hanley Stake at 6.6% as of Dec. 31
--------------------------------------------------------
Barrow, Hanley, Mewhinney & Strauss, LLC, disclosed in a Schedule
13G filed with the U.S. Securities and Exchange Commission that as
of Dec. 31, 2013, it beneficially owned 4,982,055 shares of common
stock of American Axle & Manufacturing Holdings, Inc.,
representing 6.59 percent of the shares outstanding.  A copy of
the regulatory filing is available for free at http://is.gd/uHEOVM

                        About American Axle

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

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

                           *     *     *

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

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

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


AMERICAN NANO: Reports $1.24-Mil. Net Loss for Q4 Ended Dec. 31
---------------------------------------------------------------
American Nano Silicon Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $1.24 million on $345,870 of
revenues for the three months ended Dec. 31, 2013, compared to a
net loss of $445,684 on $33,396 of revenues for the same period in
2012.

The Company's balance sheet at Dec. 31, 2013, showed $25.4 million
in total assets, $18.4 million in total liabilities, and
stockholders' equity of $7 million.

The Company's current liabilities exceed its current assets by
$16.3 million as of Dec. 31, 2013.  The Company suspended
manufacturing operations in May 2011 as part of an effort to
relocate the production facilities.  The Company resumed limited
production on Jan. 2, 2012.  The current cash and inventory level
will not be sufficient to support the Company's resumption of its
normal operations and repayments of the loans.  In addition, the
Company has suffered negative cash flows for the past two years.
These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.

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

                       http://is.gd/uqkgIt

American Nano Silicon Technologies, Inc., through its
subsidiaries, operates as a nano-technology chemical manufacturer.
The company is engaged in the manufacture and distribution of
refined consumer chemical products. The company's subsidiaries
include Nanchong Chunfei Nano-Silicon Technologies Co., Ltd.;
Sichuan Chunfei Refined Chemicals Co., Ltd.; and Sichuan Hedi
Veterinary Medicines Co., Ltd. The company manufactures and
markets ?Micro Nano Silicon', its proprietary product, in China.
Micro Nano Silicon is a crystal that could be utilized as a non-
phosphorous additive in detergents, as an accelerant additive in
cement, as a flame retardant additive in rubber and plastics, and
as a pigment for paint. The company is in the process of
developing additional uses for Micro Nano Silicon for the
petrochemical, plastic, rubber, paint, and ceramic industries.


AMERICAN TIRE: Terry's Tire Deal No Impact on Moody's B2 Rating
---------------------------------------------------------------
Moody's Investors Service said that the announcement by American
Tire Distributors, Inc. (B2 stable, SGL-2) that it has agreed to
acquire Terry's Tire Town Holdings, Inc. for $345 million plus up
to $20 million earnout payments, subject to post-closing
adjustments, is a near-term credit negative but has no impact on
the company's ratings.

American Tire Distributors, Inc., headquartered in Huntersville,
NC, is a wholesale distributor of tires (over 95% of sales),
custom wheels, and related tools. It operates over 130
distribution centers and generated approximately $3.7 billion in
revenues in the twelve months ended September 28, 2013. Private
equity firm TPG Capital, L.P. (TPG) has owned the company since
May 2010.


AUTO ORANGE: March 19 Hearing on Bid to Dismiss Chapter 11 Case
---------------------------------------------------------------
The Hon. Catherine E. Bauer of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing on March 19,
2014, at 10:00 a.m., to consider the motion to dismiss the
Chapter 11 case of Auto Orange II, LLC, or, in the alternative,
convert the case to one under Chapter 7 of the Bankruptcy Code.

Frank M. Cadigan, the U.S. Trustee for Region 16, sought dismissal
or conversion of the Debtor's case.  The U.S. Trustee also asked
the Court to fix any quarterly fees due and payable to the U.S.
Trustee at the time of the hearing of the motion as an
administrative expense of the estate and that the Court order the
Debtor to pay that expense.

The U.S. Trustee said the Debtor has failed to file a monthly
operating report for the month of December 2013, and failed to pay
U.S. Trustee quarterly fees for the Fourth Quarter of 2013 in the
amount of $650.

                        About Auto Orange II

Auto Orange II, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-19490) in Santa Ana, California, on
Nov. 21, 2013.  The Debtor disclosed $12,700,000 in assets and
$10,098,621 in liabilities as of the Chapter 11 filing.  The
Debtor is represented by James D. Zhou, Esq., at the Law Offices
of Zhou and Chini, in Irvine, California.  The petition was signed
by Barry Baptiste, president of the company.  Judge Catherine E.
Bauer presides over the case.


AUTO ORANGE: TerraCotta May Foreclose on Capistrano Property
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
terminated the automatic stay relating to Auto Orange II, LLC's
real property located in 32881 Camino Capistrano, San Juan
Capistrano, to allow creditor TerraCotta Realty Fund, LLC, to
foreclose upon and obtain possession of the property.

However, TerraCotta is barred from pursuing any deficiency claim
against the Debtor or property of the estate except by filing a
proof of claim pursuant to Section 501 of the Bankruptcy Code.

Prior to the Feb. 5, 2014 hearing, TerraCotta replied to the
opposition by the Debtor to the motion for relief from the
automatic stay and motion for dismissal of the bankruptcy case,
stating that the Debtor's opposition is untimely since the
objection deadline was Jan. 22.  TerraCotta added that the Debtor
has no equity in the property; the case was filed in bad faith;
and no reorganization is possible or likely desired.

The Debtor, in a memorandum of points and authorities in
opposition to Terracotta's motion for relief from stay, stated
that there is no doubt that equity exists in the Property, even
admitted so by the appraisal submitted by the movant.  The
appraisal submitted by the Movant, however, did not take into
consideration of tax credits in the amount of approximately
$1,500,000 or so which currently may be appurtenant to the
Property.  Based upon these numbers and the debt amount asserted
by TerraCotta, there is an equity cushion of $850,316.

The Debtor also said TerraCotta has an equity cushion of $850,316
which is sufficient to provide adequate protection, and that an
exhibit in TerraCotta's motion is a hearsay, and lacked
foundation.

Gregory Bloyd who claimed to be proffered by TerraCotta to support
its motion for relief from stay, joined the Debtor's objection to
Terracotta's motion.

In a separate docket entry, the Court continued until March 19,
2014, at 10:00 a.m., the hearing to consider TerraCotta's motion
for dismissal of the Debtor's case.

                        About Auto Orange II

Auto Orange II, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-19490) in Santa Ana, California, on
Nov. 21, 2013.  The Debtor disclosed $12,700,000 in assets and
$10,098,621 in liabilities as of the Chapter 11 filing.  The
Debtor is represented by James D. Zhou, Esq., at the Law Offices
of Zhou and Chini, in Irvine, California.  The petition was signed
by Barry Baptiste, president of the company.  Judge Catherine E.
Bauer presides over the case.


BIEBERLE ENTERPRISES: Case Summary & 3 Unsecured Creditors
----------------------------------------------------------
Debtor: Bieberle Enterprises, Inc
        P.O. Box 1810
        Goldenrod, FL 32733

Case No.: 14-01832

Chapter 11 Petition Date: February 19, 2014

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

Judge: Hon. Cynthia C. Jackson

Debtor's Counsel: L William Porter, III, Esq.
                  BOGIN, MUNNS & MUNNS, P.A.
                  2601 Technology Drive
                  Orlando, FL 32804
                  Tel: (407) 578-1134 ext. 285
                  Email: bporter@boginmunns.com

Total Assets: $1.53 million

Total Liabilities: $1.20 million

The petition was signed by Darda Bieberle, president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-1832.pdf


BIONEUTRAL GROUP: Marcum LLP Raises Going Concern Doubt
-------------------------------------------------------
BioNeutral Group, Inc., filed with the U.S. Securities and
Exchange Commission on Feb. 13, 2013, its annual report on Form
10-K for the fiscal year ended Oct. 31, 2013.

Marcum, LLP, expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has recurring losses, had a working capital deficiency of
approximately $2.8 million and an accumulated deficit of
approximately $58 million as of Oct. 31, 2013.

The Company reported a net loss of $3.19 million on $21,293 of
revenues for the fiscal year ended Oct. 31, 2013, compared with a
net loss of $2.61 million on $4,588 of revenues for the year ended
Oct. 31, 2012.

The Company's balance sheet at Oct. 31, 2013, showed $9.28 million
in total assets, $4.06 million in total liabilities, and
stockholders' equity of $5.22 million.

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

                       http://is.gd/4We7t6

Newark, N.J.-based BioNeutral Group, Inc., is a life science
specialty technology corporation that has developed a novel
combinational chemistry-based technology which the Company
believes can, in certain circumstances, neutralize harmful
environmental contaminants, toxins and dangerous micro-organisms
including bacteria, viruses and spores.


BMB MUNAI: Incurs $389K Net Loss in Fourth Quarter
--------------------------------------------------
BMB Munai, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $389,520 on $nil of revenue for the three months ended Dec.
31, 2013, compared with a net loss of $781,394 on $nil of revenue
for the same period in 2012.

The Company's balance sheet at Dec. 31, 2013, showed
$8.68 million in total assets, $8.66 million in total liabilities,
and stockholders' equity of $15,719.

The Company does not anticipate generating revenue until such time
as it is able to identify and exploit new business opportunities.
No assurance can be given that the Company will be able to
identify or exploit any new business opportunity, or that the
Company will have the funds then available to it that will enable
it to seek to take advantage of any such opportunity.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern, according to the regulatory filing.

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

                        http://is.gd/W6cfCw

                          About BMB Munai

Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981.  Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP.  Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013.  The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.

BMB Munai incurred a net loss of $3.08 million for the year ended
March 31, 2013, as compared with a net loss of $139.21 million for
the year ended March 31, 2012.  The Company's balance sheet at
June 30, 2013, showed $10.08 million in total assets, $9.08
million in total liabilities, all current, and $1 million in total
shareholders' equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued
a "going concern" qualification on the consolidated financial
statements for the year ended March 31, 2013.  The independent
auditors noted that BMB Munai has no continuing operations that
result in positive cash flow.  This situation raises substantial
doubt about its ability to continue as a going concern.


BROWN'S T MARKET: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Brown's T Market, Inc.
        27000 Fort
        Brownstown, MI 48183

Case No.: 14-42507

Chapter 11 Petition Date: February 21, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Walter Shapero

Debtor's Counsel: Robert N. Bassel, Esq.
                  ROBERT BASSEL, ATTORNEY
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  Email: bbassel@gmail.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Iven Sharrak, principal.

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


BUFFET PARTNERS: PACA Creditors Seek Adequate Protection
--------------------------------------------------------
Robert Yaquinto, Jr., Esq., at Sherman & Yaquinto, LLP, on behalf
of the so-called PACA creditors objected to Buffet Partners, L.P.,
et al.'s motion for authorization to use the cash collateral.

The PACA Creditors consist of Food Services of America, Inc., Go
Fresh Produce, Inc., Hardies Fruit and Vegetable Company Houston,
LP, Hardies Fruit and Vegetable Company South LP, Hardies
Fruit and Vegetable Company, LP, Loffredo Fresh Produce Co., Inc.,
Potato Specialty Co., Segovias Distributing, Inc., and Stern
Produce Company, Inc.

Prior to the Petition Date, the PACA Creditors supplied the
Debtors with perishable agricultural commodities having an
aggregate value of $218,683.

In their objection, the PACA Creditors assert that the Debtors'
request violates the trust provisions of the Perishable
Agricultural Commodities Act, and is prejudicial to their rights
under the PACA trust.  Neither motion, nor the interim orders
thereon, provide adequate protection for the PACA Creditors'
interests.  The PACA Creditors said the Debtors must be required
to demonstrate how they will adequately protect the interests of
their PACA creditors.  Failure to do so will likely lead to the
PACA trust creditors being left with no PACA Trust Assets, no
means of securing payment and no other adequate remedy.

                      About Buffet Partners

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

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

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

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

The U.S. Trustee appointed five creditors to serve in the Official
Committee of Unsecured Creditors.

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


BUFFET PARTNERS: U.S. Trustee Forms Five-Member Creditors Panel
---------------------------------------------------------------
William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Buffet Partners, L.P., et al.

The Committee consists of:

      1. Houlounnn, LLC
         Attn: Kirk Hermansen
         5944 Lunter Lane
         Dallas, TX 75225
         Tel: (214) 373-4202
         Fax: (214) 373-0737
         E-mail: kirk@hermansenlanddevelopment.com

      2. Okeene Milling Company
         Attn: Randel Nusz
         P.O. Box 1000
         Okeene, OK 73763
         Tel: (580) 822-4411
         Fax: (580) 822-3099
         E-mail: Rn1000@pidi.net

      3. PepsiCo
         Attn: Michael Bevilacqua, Sr.
         1100 Reynolds Blvd.
         Winston-Salem, NC 27102
         Tel: (336) 896-5577
         E-mail: Mike.Bevilacqua@pepsico.com

      4. The Richards Group, Inc.
         Attn: Michael "Scooter" Heath
         8750 N. Central Expressway
         Dallas, TX 75231
         Tel: (214) 891-5772
         Fax: (214) 891-3568
         E-mail: Scooter_heath@richards.com

      5. Valassis
         Attn: Hal Manoian
         235 Great Pond Drive
         Windsor, CT 06095
         Tel: (860) 602-1679
         Fax: (860) 602-4783
         E-mail: hxmanoia@valassis.com

                      About Buffet Partners

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

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

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

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

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


C.H.I. OVERHEAD: Moody's Changes 'B3' CFR Outlook to Negative
-------------------------------------------------------------
Moody's Investors Service changed C.H.I. Overhead Doors, Inc.'s
("CHI") rating outlook to negative from stable, but affirmed its
B3 Corporate Family Rating, and B3-PD Probability of Default
Rating. These rating actions result from the company's intent to
pay another debt-financed dividend to affiliates of Friedman
Fleischer & Lowe, LLC ("equity sponsor"), the primary owner of
CHI, resulting in worsening credit metrics, which may be more
suitable for a lower rating.

The following ratings will be affected by this action:

Corporate Family Rating affirmed at B3;

Probability of Default Rating affirmed at B3-PD;

1st Lien Senior Secured Revolving Credit Facility due 2018
affirmed at B3 (LGD3, 49%); and,

1st Lien Senior Secured Term Loan due 2019 affirmed at B3 (LGD3,
49%).

Ratings Rationale

The change in CHI's rating outlook to negative from stable results
from the company's intent to pay a debt-financed dividend to
Friedman Fleischer & Lowe, LLC, the primary owner of CHI using
some cash on hand and proceeds from a $70.0 mil. add-on to the
company's existing term. On a pro forma basis, Moody's calculates
adjusted leverage worsening to slightly above 7.0x from 5.7 at
3Q13, levels previously identified as triggers for rating
pressures. Also, it has significantly negative tangible net worth.
Leverage may remain elevated, which could be more indicative of a
lower rating.

Balance sheet debt will have increased by almost 66% to
approximately $315 million from FYE11 due to the leveraged buyout
of CHI by the equity sponsor, and three subsequent debt-financed
dividends. Including the currently proposed dividend, the equity
sponsor will have returned in excess of 100% of its original
equity investment since acquiring CHI in August 2011. Further, the
aggregate amount of dividends is large relative to the company's
free cash flow generation, representing several years of free cash
flow.

CHI's B3 Corporate Family Rating incorporates its business
profile, which is a rating constraint in light of the increase in
debt. CHI is a small company based on its revenues and earnings,
despite relatively robust operating margins. CHI's ability to
reduce balance sheet debt substantially is limited, as the
company's working capital needs, capital expenditure requirements,
and debt service requirements limit free cash flow generation.
Cash interest and term loan amortization payments are nearly $21
million per year. Even though adjusted interest coverage will
deteriorate slightly on a pro forma basis, it should remain around
1.85x, providing some offset to the company's more leveraged
capital structure.

Negative rating actions could ensue if CHI's operating performance
falls below our expectations or if the company experiences a
weakening in financial performance due to a decline in its end
markets. Leverage remaining above 6.5x (ratio incorporates Moody's
standard adjustments), or further dividends could result in a
ratings downgrade.

Stabilization of the ratings may occur when CHI demonstrates its
commitment to bettering its leverage by generating higher levels
of absolute earnings, and using free cash flow towards debt
reduction. Debt-to-EBITDA sustained below 6.0x (ratio incorporates
Moody's standard adjustments), as well as an improved liquidity
profile could have a positive impact on the company's credit
ratings.

C.H.I. Doors Holding Corp is the parent holding company of C.H.I.
Overhead Doors, Inc., the primary operating subsidiary (together
referred to as "CHI"). CHI manufactures overhead doors for
residential and commercial applications throughout the United
States and Canada. Friedman Fleischer & Lowe, LLC, through its
affiliates, is the primary owner of CHI. Revenues for the 12
months through September 30, 2013 totaled about $240 million.

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


C&K MARKET: Hires Great American A&V to Provide Valuation
---------------------------------------------------------
C&K Market, Inc. asks for permission from the U.S. Bankruptcy
Court for the District of Oregon to employ Great American Group
Advisory & Valuation Services, LLC to provide valuation services.

Great American A&V will provide valuation of certain inventory,
machinery, and equipment, on the terms set forth in its engagement
letter.

The Debtor will pay Great American A&V a $37,000 fee plus out-of-
pocket costs including, but not limited to, travel and field
consultants and other administrative expenses including report
production, telecommunications, supplies, shipping, insurance,
research materials, and other related incidental costs.

The Debtor will also compensate Great American A&V, at the rate of
$450 per hour plus expenses for any court appearance its
professionals, consultants, or advisors make.

Michael Marchlik, national sales and marketing director of Great
American A&V, 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.

Great American A&V can be reached at:

       Michael Marchlik
       GREAT AMERICAN GROUP ADVISORY &
         VALUATION SERVICES LLC
       21860 Burbank Blvd. Suite 300
       South Woodland Hills, CA 91367
       Tel: (818) 884-3737
       E-mail: mmarchlik@greatamerican.com

                      About C&K Market

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

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

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.

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

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, which provide that each holder of
an allowed general unsecured claim will receive one share of
common stock of the reorganized debtor in exchange for each $10 of
the holder's allowed general unsecured claim and a subscription
right in the event the Debtor elects to consummate a rights
offering.  The Plan provides for the payment in full on the
Effective Date of all Allowed Administrative Expense Claims,
Priority Tax Claims, Other Priority Claims and the Allowed Secured
Claim of U.S. Bank.  The Plan provides for the payment in full
over time, with interest, of all other Secured Claims.  In
general, Secured Creditors with personal property collateral will
be paid in 60 equal amortizing payments, with interest at 5%, and
Secured Creditors with real property collateral will be paid in 84
equal amortizing payments with interest at 5% based on a 25-year
amortization with a balloon payment in seven years.


C&K MARKET: Taps Kurtzman Carson as Noticing Agent
--------------------------------------------------
C&K Market, Inc., seeks authorization from the U.S. Bankruptcy
Court for the District of Oregon to employ Kurtzman Carson
Consultants as noticing agent, effective Feb. 3, 2014.

The Debtor requires Kurtzman Carson to:

   (a) provide noticing and document management services
       including:

       - serving notices to parties in interest as the Debtor or
         The court may deem necessary or appropriate; and

       - within five business days after service of a particular
         notice, filing with the Clerk's office a certificate or
         affidavit of service that includes (a) a copy of the
         notice served; (b) an alphabetical list of persons on
         whom the notice was served, along with their address; and
         (c) the date and manner of service;

   (b) print, mail and tabulate ballots for purposes of plan
       Voting; and

   (c) provide such other and further technical and document
       management services of a similar nature requested by the
       Debtor or the Clerk's office in accordance with the
       Kurtzman Carson Agreement.

Kurtzman Carson will be paid at these hourly rates:

       Executive Vice President                Waived
       Director/Senior Managing Consultant     $180
       Consultant/Senior Consultant            $75-$165
       Technology/Programming Consultant       $65-$120
       Project Specialist                      $55-$100
       Clerical                                $30-$50

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

Kurtzman Carson can be reached at:

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

                      About C&K Market

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

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

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.

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

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, which provide that each holder of
an allowed general unsecured claim will receive one share of
common stock of the reorganized debtor in exchange for each $10 of
the holder's allowed general unsecured claim and a subscription
right in the event the Debtor elects to consummate a rights
offering.  The Plan provides for the payment in full on the
Effective Date of all Allowed Administrative Expense Claims,
Priority Tax Claims, Other Priority Claims and the Allowed Secured
Claim of U.S. Bank.  The Plan provides for the payment in full
over time, with interest, of all other Secured Claims.  In
general, Secured Creditors with personal property collateral will
be paid in 60 equal amortizing payments, with interest at 5%, and
Secured Creditors with real property collateral will be paid in 84
equal amortizing payments with interest at 5% based on a 25-year
amortization with a balloon payment in seven years.


CALPINE CONSTRUCTION: Moody's Rates $375MM Add-on Term Loan 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Calpine
Construction Finance Corp. (CCFC)'s $375 million add-on Term Loan
B Facility due 2022. Concurrent with this rating assignment,
Moody's affirmed Calpine Corp's (Calpine) corporate family rating
(CFR) and probability of default rating (PDR) at B1 and B1-PD,
respectively. The ratings on the existing Term Loan B facility
were affirmed at Ba3. Calpine's SGL-2 speculative grade liquidity
rating is also affirmed. Calpine and CCFC's outlook continue to be
stable.

The proceeds from the add-on debt will be used to fund the
purchase of 1,050-MW Guadalupe power plant from Wayzata for $625
million. The Guadalupe plant utilizes combined cycle gas turbine
(CCGT) technology and is located in South Texas. Moody's view the
additional debt associated with this asset acquisition as neutral
to CCFC's credit quality as the plant has similar asset quality
relative to the rest of CCFC's portfolio and the additional debt
does not materially alter CCFC's debt leverage.

Ratings Rationale

CCFC's Term Loan B facility is rated one notch above Calpine's B1
CFR due to its superior collateral coverage relative to the
consolidated entity. The Ba3 senior secured CCFC rating reflects
the significant interrelationship between Calpine and CCFC as more
than 80% of CCFC's operating revenues are derived from capacity
payments from Calpine to CCFC under intra-company tolling
arrangements. These capacity payments along with separate
contractual arrangements between subsidiaries of CCFC and two
electric cooperatives provide a high degree of steady, predictable
cash flow over the life of the financing. The rating also
considers the strong collateral coverage at CCFC as debt/KW is
about $320/KW providing bondholders with substantial protection,
particularly given the age and efficiency of the CCFC assets.
Notwithstanding these strong standalone attributes at CCFC,
Moody's believes that the rating for CCFC senior secured debt
should be closely aligned with the CFR at Calpine.

Calpine's B1 CFR rating reflects the inherent volatility of the
merchant power sector and considerable debt leverage (7% CFO pre-
wc/debt for year-end 2013), tempered by the scale and geographic
diversity of its operation. Calpine also has a significant fuel
concentration risk, as its fleet of generation assets are
predominantly gas-fired. However, gas plants are faring much
better than other generation assets in the current industry
downturn, which is plagued by low power prices and surplus
capacity.

Calpine's speculative-grade liquidity rating is SGL-2. The company
continues to possess good liquidity, with $941 million of cash on
hand and $758 million of unused capacity on its revolving credit
facility. Excluding project finance debt maturities, Calpine's
next scheduled debt maturity is in April 2018 and its corporate
revolving facility is due June 2018. The company also generated
$677 million of free cash flow before growth capital expenditures
for year 2013.

Rating Outlook

Calpine's stable rating outlook reflects our expectation for
continued execution of the company's strategy through sustained
strong plant performance which is expected to continue to result
in substantial generation of free cash flow before growth capital
expenditures.

What Could Change the Rating - UP

Calpine's corporate family rating could be upgraded if the
company's ratio of free cash flow to debt reaches the high single
digits, its cash flow to debt exceeds 12%, and cash coverage of
interest expense is above 2.3x with all on a sustained basis.

What Could Change the Rating - DOWN

The rating could be downgraded if the company is not able to
execute on its current plan through strong plant performance and
completion of projects under development leading to the company's
cash flow to debt declining below 5%, and its cash coverage of
interest expense falling below 1.8x on a sustained basis.

Outlook Actions:

Issuer: Calpine Construction Finance Company, L.P.

Outlook, Remains Stable

Issuer: Calpine Corporation

Outlook, Remains Stable

Affirmations:

Issuer: Calpine Construction Finance Company, L.P.

Senior Secured Bank Credit Facility May 3, 2020, Affirmed Ba3

Senior Secured Bank Credit Facility Jan 31, 2022, Affirmed Ba3

Issuer: Calpine Corporation

Probability of Default Rating, Affirmed B1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Corporate Family Rating, Affirmed B1

Senior Secured Bank Credit Facility Apr 1, 2018, Affirmed B1,
LGD3, 48 % from a range of LGD4, 50 %

Senior Secured Bank Credit Facility Dec 10, 2015, Affirmed B1,
LGD3, 48 % from a range of LGD4, 50 %

Senior Secured Bank Credit Facility Oct 9, 2019, Affirmed B1,
LGD3, 48 % from a range of LGD4, 50 %

Senior Secured Bank Credit Facility Apr 1, 2018, Affirmed B1,
LGD3, 48 % from a range of LGD4, 50 %

Senior Secured Bank Credit Facility Oct 31, 2020, Affirmed B1,
LGD3, 48 % from a range of LGD4, 50 %

Senior Secured Regular Bond/Debenture Jul 31, 2020, Affirmed B1,
LGD3, 48 % from a range of LGD4, 50 %

Senior Secured Regular Bond/Debenture Jan 15, 2023, Affirmed B1,
LGD3, 48 % from a range of LGD4, 50 %

Senior Secured Regular Bond/Debenture Feb 15, 2021, Affirmed B1,
LGD3, 48 % from a range of LGD4, 50 %

Senior Secured Regular Bond/Debenture Jan 15, 2024, Affirmed B1,
LGD3, 48 % from a range of LGD4, 50 %

Senior Secured Regular Bond/Debenture Aug 15, 2019, Affirmed B1,
LGD3, 48 % from a range of LGD4, 50 %

Senior Secured Regular Bond/Debenture Jan 15, 2022, Affirmed B1,
LGD3, 48 % from a range of LGD4, 50 %

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


CENGAGE LEARNING: Moody's Assigns B2 Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service assigned Cengage Learning Acquisitions,
Inc. a B2 Corporate Family Rating (CFR) and a B2-PD Probability of
Default Rating. Moody's also assigned a B2 to the company's
proposed $1.75 billion senior secured term loan as part of its
exit financing. Proceeds from the senior secured term loan as well
as roughly $550 million of balance sheet cash will be used to fund
a combined $2.3 billion of payments to prior first lien creditors,
emergence costs, and financing fees. The rating outlook is stable.
The assigned ratings are subject to review of final documentation
and no meaningful change in conditions of the transaction as
advised to Moody's.

Assigned:

Issuer: Cengage Learning Acquisitions, Inc.

Corporate Family Rating: Assigned B2

Probability of Default Rating: Assigned B2-PD

$1.75 billion Senior Secured Term Loan: Assigned B2, LGD4 -- 52%

Outlook Actions:

Issuer: Cengage Learning Acquisitions, Inc.

Outlook is Stable

Ratings Rationale

Cengage's B2 CFR reflects soft enrollment levels for U.S.
institutions of higher education, consumer focus on containing
costs related to education, competition among leading players
especially as the market transitions to digital services from
traditional learning materials, and event risk related to
ownership by financial sponsors. Ratings incorporate our
expectation that debt-to-EBITDA will increase from an initial 3.8x
(incorporating Moody's standard adjustments and cash pre-
publication costs as an expense) when the company emerges from
Chapter 11 protection and will approach 4.5x over the next 15
months, under Moody's base case scenario, with high-single digit
percentage free cash flow-to debt. Moody's expects lower sales of
traditional print learning materials will be only partially offset
by gains in digital revenues over the next 15 months. Despite
expected revenue and EBITDA declines, Moody's  believe Cengage
will be able to maintain good EBITDA margins and generate
sufficient free cash flow to further reduce debt balances
and begin to improve leverage towards the end of the second year
post-emergence. Ratings are supported by Cengage's market position
as one of the three leading competitors in the U.S. higher
education publishing industry with a broad range of product
offerings as well as long term relationships with recognized
authors and customers. Given significantly reduced debt service
post-emergence, Moody's believe the company has greater financial
flexibility to invest in growth and will be able to defend its
market share as higher education publishing continues to shift to
digital offerings from traditional textbooks and learning
materials. Moody's  believe this transition comes with risk,
however, as competitors including Pearson plc (Baa1 negative) look
to take advantage of significant and broad investments to gain
share, which could pressure smaller publishers, including Cengage.
There are also challenges from new providers of digital offerings
who may emerge as qualified competitors in one or more business
segments or gain meaningful distribution after being acquired.
Moody's also believes controlling shareholders will look for
distributions as cash builds up or leverage declines which is
typical of financial sponsors. Under Moody's base case forecast,
Moody's expect Cengage will have adequate liquidity over the next
12 months with more than $25 million to $40 million in cash
balances plus a minimum of $130 million borrowing capacity under
the proposed $200 million ABL revolver.

The stable outlook reflects Moody's belief that, despite an
expected increase in leverage over the next 15 months due largely
to lower print revenue in the domestic higher education segment,
Cengage will be able to maintain its market share for key business
segments resulting in debt-to-EBITDA remaining below 4.75x
(including Moody's standard adjustments and cash pre-publication
costs as an expense). The outlook also incorporates our
expectation that Cengage will maintain at least adequate liquidity
with no significant drawdowns under the revolver over the next 12
months providing the company some flexibility to execute its
operating strategies. Moody's also assume in the stable rating
outlook that, after emerging from bankruptcy, excess cash will be
used to reduce debt balances or fund investments and that there
will be no cash distributions over the next 12 months (unless
permitted from a portion of proceeds from certain asset sales).
Ratings could be downgraded if market conditions or competitive
pressures lead to Cengage being unable to track revenue or EBITDA
expectations resulting in debt-to-EBITDA ratios being sustained
above 4.75x (including Moody's standard adjustments and cash pre-
publication costs as an expense). Ratings could also be downgraded
if liquidity were to weaken due to significant revolver usage or
free cash flow-to-debt ratios falling below 7%. Ownership by
financial sponsors and the likelihood of distributions pressure
debt ratings, but Moody's could consider a rating upgrade if U.S.
enrollment levels stabilize and if Cengage is able to consistently
grow revenue and at least maintain its market share. The company
would also need to demonstrate EBITDA growth resulting in debt-to-
EBITDA ratios being sustained comfortably below 3.25x, and Moody's
would need to expect that liquidity will remain good with cash
balances being more than sufficient to cover outflows including
seasonal working capital swings and with free-cash flow-to-debt
ratios being sustained in the low to mid double-digit percentage
range or better.

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

Cengage Learning Acquisitions, Inc. is a provider of learning
solutions, software and educational services for the higher
education, research, school, career, professional, and
international markets. Cengage publishes college textbooks and
reference materials, and supplements its print publications with
digital solutions. The company filed for Chapter 11 bankruptcy
protection in July 2013 and is expected to emerge at the end of
March 2014 with significantly reduced debt levels. As proposed,
Cengage will exit with $1.75 billion of funded debt, significantly
reduced from $5.8 billion largely related to the 2007 leveraged
buyout for $7.3 billion by Apax Partners and OMERS Capital
Partners from Thomson Reuters Corporation. Revenue for the 12
months ended December 31, 2013 totaled roughly $1.8 billion.


CEREPLAST INC: Has $1-Mil. DIP Financing From ProCap Funding
------------------------------------------------------------
Cereplast, Inc., in connection with its bankruptcy filing, entered
into a Debtor-in-Possession Loan Agreement with ProCap Funding on
Feb. 14, 2014.  Pursuant to the terms of the DIP Credit Agreement,
the Lender agrees to lend in an aggregate principal amount of up
to $1,000,000.  The DIP Credit Agreement remains subject to the
issuance of a final order by the Bankruptcy Court.

The Company has agreed to provide unconditional guarantees of the
obligations of the Company under the DIP Credit Agreement.  Under
the terms of the DIP Credit Agreement, the interest on the loans
provided thereunder will accrue at a base rate of 5% per annum.

The obligations of the Company under the DIP credit Agreement are
secured by a first-priority security interest in and lien upon all
of the existing and after-acquired personal property of the
Company.  The security and pledges are subject to certain
exceptions.

The DIP Credit Agreement limits, amount other things, the
Company's ability to (i) incur indebtedness, (ii) incur or create
liens, (iii) dispose of assets, (iv) prepay subordinated
indebtedness and make other restricted payments, and (v) modify
the terms of certain material contracts of the Company.  In
addition to the standard obligations, the DIP Credit Agreement,
provides for periodic delivery by the Company of various financial
statements set forth in the DIP Credit Agreement. Availability
under the DIP Credit Agreement may be further subject to reserves
and other limitations and the entry of a final order by the
Bankruptcy Court.

On Feb. 17, Cereplast issued a press statement announcing its
Chapter 11 bankruptcy filing.  Cereplast said it "has taken this
action to strengthen its balance sheet, clean up its
capitalization structure and gain financial flexibility as it
continues to realign its operations.  The Company intends to
continue to operate during the reorganization process."

As part of the reorganization, the Company is taking steps to
align its cost structure with the realities of market demand.  The
Company expects to redirect its operations in two directions: (1)
toward traditional compounded products and recycling polyolefin
and (2) bioplastic made of diversified feedstock including algae
and polylactic acid.

"We intend to use the reorganization process to help implement our
plan to lower costs, stabilize our businesses, grow revenue and
diversify our product lines," said Frederic Scheer, Chief
Executive Officer. "We have taken a number of steps to improve our
operations over the past few months and we were making great
progress; however, the lack of traction of bioplastics demand in
the United States, the repetitive delays in implementation of the
bioplastic regulation in Europe and especially in Italy combined
with the legal problems created by several of our lenders made
clear to our Board that reorganization was the proper path
forward. We believe that this reorganization will enable us to
reduce our debt and implement operational changes, while
maintaining our commitment to the environment."

He continued, "We appreciate the ongoing dedication of our
employees, whose hard work is critical to our success and the
future of our company.  Regrettably, as a result of this
reorganization, jobs will be impacted during the transition
period."

In its press statement, the Company said it was actively
negotiating DIP financing from several interested parties.  Upon
Court approval, the new financing and cash generated from the
Company's ongoing operations will be used to support the business
during the reorganization process.

The Company said it intends to file various motions with the Court
in support of its reorganization, including requesting
authorization to continue paying employee wages and providing
health care and other benefits.  The Company said it would also
ask for authority to continue existing customer programs and
intends to pay vendors for goods and services as authorized by the
Court.

The Company has established a toll-free Restructuring Information
Hotline for interested parties, at (812) 220 54 00 Ext: 1014

                       About Cereplast Inc.

Seymour, Indiana-based Cereplast, Inc. --
http://www.cereplast.com/-- 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.

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.

In connection with the Bankruptcy Filing, the Company's common
stock began trading under a new trading symbol, "CERPQ" effective
Feb. 19, 2014.

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

Horizon Technology Finance Corporation, as successor to Compass
Horizon Funding Company LLC and Horizon Credit I, LLC, has asked
the Court to convert the Chapter 11 case to one under Chapter 7 of
the Bankruptcy Code.  Horizon is lender to the Debtor under the
venture loan and security agreement dated Dec. 21, 2010, under
which Horizon extended credit totaling $4.0 million.  Horizon has
been granted a security interest in all assets of the Debtor.

The debt due Horizon is in payment default.  The sale of the
Collateral was scheduled for Feb. 11, 2014, but the Debtor sought
to restrain the sale in proceedings pending in the Superior Court
of the State of California, for the County of Los Angeles, as
Cause No. CGC-08-482329.  The Debtor's request for a restraining
order was denied on Feb. 10, and the Chapter 11 case was commenced
on the same day.

Horizon is represented by Whitney L. Mosby, Esq., at Bingham
Greenebaum Doll LLP.


CEREPLAST INC: 50-to-1 Reverse Stock Split Becomes Effective
------------------------------------------------------------
Effective Feb. 5, Cereplast, Inc., filed an Issuer Company-Related
Action Notification Form with the Financial Industry Regulatory
Authority that for every 50 shares of common stock then owned
shall receive one share of common stock.

In a Feb. 19 filing with the Securities and Exchange Commission,
Cereplast disclosed that, having submitted its filing process and
completing same, it has been notified by FINRA that the Reverse
Stock Split was to become effective Feb. 21 and would cause every
50 shares of the Company's common stock issued and outstanding to
be combined into one issued and outstanding share of common stock.

A new trading symbol would be assigned by FINRA in connection with
the Reverse Stock Split.  Effective Feb. 21, 2014, the Company's
common stock would commence trading under the new trading symbol,
"CERPD".  The Company's trading symbol will revert to "CERPQ"
within 20 business days.

The new CUSIP number for the corporate action is 156732406.

The Company's transfer agent is:

     Island Stock Transfer
     15500 Roosevelt Boulevard, Suite 301
     Clearwater, FL 33760
     Tel: 727-289-0010 ext. 243
     Fax: 727-289-0069

                       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.

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.

In connection with the Bankruptcy Filing, the Company's common
stock began trading under a new trading symbol, "CERPQ" effective
Feb. 19, 2014.

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

Horizon Technology Finance Corporation, as successor to Compass
Horizon Funding Company LLC and Horizon Credit I, LLC, has asked
the Court to convert the Chapter 11 case to one under Chapter 7 of
the Bankruptcy Code.  Horizon is lender to the Debtor under the
venture loan and security agreement dated Dec. 21, 2010, under
which Horizon extended credit totaling $4.0 million.  Horizon has
been granted a security interest in all assets of the Debtor.

The debt due Horizon is in payment default.  The sale of the
Collateral was scheduled for Feb. 11, 2014, but the Debtor sought
to restrain the sale in proceedings pending in the Superior Court
of the State of California, for the County of Los Angeles, as
Cause No. CGC-08-482329.  The Debtor's request for a restraining
order was denied on Feb. 10, and the Chapter 11 case was commenced
on the same day.

Horizon is represented by Whitney L. Mosby, Esq., at Bingham
Greenebaum Doll LLP.


CHINA NATURAL: Wellington Management No Longer Holds Shares
-----------------------------------------------------------
Boston-based Wellington Management Company, LLP, filed with the
U.S. Securities and Exchange Commission a SCHEDULE 13G (Amendment
No. 4) to disclose that it no longer holds shares of China Natural
Gas, Inc. Common Stock as of Dec. 31, 2013.

The filing was signed by Steven M. Hoffman, Wellington's Vice
President, on Feb. 14, 2014.

                      About China Natural

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

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

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

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


CHRYSLER GROUP: Raises $5 Billion to Repay Debt
-----------------------------------------------
Gilles Castonguay, writing for The Wall Street Journal, reported
that Chrysler Group LLC said it has refinanced $5 billion of its
debt to save money on interest payments in one of its first major
moves since becoming a fully-owned unit of Italy's Fiat SpA last
month.

According to the report, the U.S. auto maker said it has raised
about $3.0 billion in bonds and secured $2.0 billion in new loans
to pay off money owed to a labor-union trust nine years ahead of
time.  On Jan. 1, the trust agreed to sell the stake to Fiat in a
$4.35 billion deal, allowing the Italian car maker to take full
ownership of Chrysler and create the world's seventh largest car
maker.

Chrysler said it expected yearly interest expense savings of about
$134 million between 2014 and 2016, the report related.  But it
will also take a non-cash charge of about $500 million.

Fiat has made a point of paying off early any debt or financial
obligation it had acquired after taking managerial control of
Chrysler in 2009, the report further related.  Some of these
obligations had onerous interest rates.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

In January 2014, the American car manufacturer officially became
100% Italian when Fiat Spa completed its deal to purchase the 40%
it did not already own of Chrysler.  Fiat has shared ownership of
Chrysler with the health care fund of the United Automobile
Workers unions since Chrysler emerged from bankruptcy in 209.

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on U.S.-
based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+' in mid-January 2014.
The outlook is stable.


CHURCH OF MIAMI: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Christ Apostolic Church of Miami, Inc.
        2601 NW 123 Street
        Miami, FL 33167

Case No.: 14-13824

Chapter 11 Petition Date: February 19, 2014

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

Judge: Hon. Jay Cristol

Debtor's Counsel: Peter D Fellows, Esq.
                  FELLOWS AND MARCELLUS PA
                  951 NE 167 St # 205
                  North Miami Beach, FL 33162
                  Tel: 305-655-2600
                  Email: fellowslawfirm@yahoo.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joseph Olawale, president.

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


COSMOREX LTD: Chapter 15 Case Summary
-------------------------------------
Chapter 15 Debtor: Cosmorex Ltd. (in Liquidation)
                   KPMG (BVI) Limited
                   3rd Floor, Banco Popular Building
                   P.O. Box 4467, Road Town

Chapter 15 Case No.: 14-10359

Chapter 15 Petition Date: February 19, 2014

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

Judge: Hon. Robert E. Gerber

Chapter 15 Debtor's Counsel: William T. Reid, IV, Esq.
                             REID COLLINS & TSAI LLP
                             One Penn Plaza, 49th Floor
                             New York, NY 10119
                             Tel: (212) 344-5200
                             Fax: (212) 344-5299
                             Email: wreid@rctlegal.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million


COVANTA HOLDINGS: Moody's Rates $400MM Sr. Unsecured Bonds 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Covanta
Holdings Corporation's planned issuance of approximately $400
million in senior unsecured bonds due 2024. Concurrent with this
rating action, Moody's affirmed all of Covanta's remaining
ratings, including its Corporate Family Rating (CFR) and
Probability of Default Rating at Ba2 and Ba2-PD respectively, as
well as its speculative grade liquidity rating at SGL-1. The
rating outlook for Covanta is stable.

The proceeds from this transaction are to be used to repay
approximately $460 in convertible senior unsecured notes due June
2014. These convertible notes are not callable prior to their
stated June 1, 2014 maturity. In the interim, proceeds will be
utilized to pay down any outstanding amounts on the revolver with
the balance held as cash. Upon maturity of the convertible notes,
Covanta will use the remaining proceeds along with additional
borrowings on their revolver to fund that redemption.

Ratings Rationale

Covanta's Ba2 CFR reflects the continuation of relatively
consistent cash flow and credit metrics supported by a portfolio
of Energy-from-Waste (EfW) projects, the majority of which are
underpinned by intermediate and long-term contracts with credit-
worthy counterparties. This rating also considers Covanta's
successful track record in continuing to lengthen the duration of
its contract portfolio through contract extensions; approximately
1.5 million tons of waste contracts were extended with average
terms of five years during 2013. While contract relative tenors
have shortened, they still provides highly visible and dependable
sources of operating income for the intermediate-term. The rating
also incorporates the strong operating performance across the
portfolio and the high barriers to entry for most competing
technologies. These strengths are mitigated by relatively shorter
tenor contracts at less favorable terms, an increasing exposure to
weak wholesale energy markets, a levered capital structure, an
aging fleet with increasing operating expenses, and persistent
challenges to grow the business.

The rating actions acknowledge the credit benefits to Covanta by
further extending their debt maturity profile for the foreseeable
future. Upon repayment of the senior unsecured convertible notes
on June 1st, Covanta's next significant maturity is a $900 million
senior secured revolving credit facility due 2017; however,
Covanta is expected to amend and extend the maturity on the
revolver until 2019, in line with the $300 million term loan due
in the same year, a credit positive as Covanta will not have any
significant maturities for five years. While Moody's continue to
acknowledge management's successful historical track record in
contract extensions, continued uncertainty surrounding future
contract extensions and an increasing exposure to the wholesale
energy markets over the next five years are potential constraints
on the ratings.

Approximately 7.6 million tons of waste contracts (39% of total
waste processed in 2013) are expiring through 2018, including
approximately 2.3 million tons under service fee contracts at
facilities that Covanta owns. These contracts are expected to
convert to Tip Fee contracts upon expiration which provides
Covanta with revenues from the energy produced and sold. As a
result, these contract conversions, coupled with expiring purchase
power agreements, are expected to increase Covanta's exposure to
the wholesale power markets by a factor of at least 4 times over
the next four years. Specifically, in 2013, Covanta sold around
5.4 million megawatt hours (MWh) of energy in North America, with
about 1 million MWh or 18% sold at spot prices into the wholesale
markets. In 2018, Covanta expects to sell approximately 6.6
million MWh in total with approximately 4.7 million MWh or 70%
exposed to spot market pricing.

While the company is expected to continue to employ a 3-year
hedging program to mitigate their increasing exposure to the spot
market, their vulnerability to an already soft wholesale power
market further reduces visibility on future cash flows from
energy, a credit negative. However, in the near-term, Moody's are
confident they have enough waste and energy revenues contracted to
remain comfortably within their "Ba" rating category.

Since 2009, Covanta has reduced project level debt by
approximately75% to $236 million at year-end 2013, but
consolidated debt has in fact remained fairly constant at
approximately $2.3 billion. As expected and incorporated in the
"Ba" CFR, Covanta has replaced the amortizing project debt with
corporate level debt. On a positive note, Covanta's creditors
benefit from this transition as the level of structural
subordination that now exists in the capital structure has been
substantially reduced. By the end of 2015 and assuming that no new
project finance debt is incurred, project level debt will be
reduced to $145 million or about 6% of Covanta's current balance
sheet. That being said, cash flow coverage is expected to weaken
and become more volatile given the change in the makeup and tenor
of the company's contracts and its increased exposure to the power
markets.

Financial metrics remain reasonably well positioned in the "Ba"
rating category for unregulated power companies. Specifically, for
the three-year period 2011-2013, their cash flow (CFO-preW/C) to
debt averaged approximately 14.3%, retained cash flow (RCF) to
debt averaged 11.5%, free cash flow (FCF) to debt averaged 4.4%
while the cash flow interest coverage ratio averaged 3.3x.
However, Covanta recorded slightly lower metrics in 2013 with cash
flow to debt of approximately 13.8%, RCF to debt of 10% , FCF to
debt of -0.5%, and cash flow interest coverage at 3.1x. The
decline can be attributed primarily to increased maintenance
capital expenditures (capex) and operating expenses caused by
unplanned outages, as well as decreased earnings as a result of
contract expirations and renewals since 2012. Prospectively,
Moody's expect Covanta's metrics to remain at these lower levels
for the near-to-intermediate term as the company continues to
renegotiate expiring contracts and seeks new growth opportunities.
However, due to the high degree of contractual revenue coupled
with the firm's unique competitive position, which has very high
barriers for entry, Covanta will remain well-positioned in the
"Ba" category.

Covanta`s SGL-1 is driven by our expectation that the company will
maintain a very good liquidity profile over the next 4 quarters as
a result of its generation of strong internal cash flows,
continuance of cash balances and access to committed credit
availability. However, the company's free cash flows are expected
to be constrained during 2014 as a result of increased maintenance
expense and capex spending. At December 31,2013, Covanta had
approximately $198 million of unrestricted cash, although Moody's
understand that 87% is invested in non-US accounts to be used for
future international investment. In addition to the cash on hand,
Covanta had access to availability of around $519 million under
their $900 million credit facility. During fiscal year 2014,
Moody's understand that Covanta has $54 million in required
project debt maturities due, a portion of which has been funded
with restricted cash available for debt service. As of December
31, 2013, Covanta was comfortably in compliance with the financial
covenants under its credit facilities.

The stable outlook on Covanta's rating reflects Moody's
expectation that:

   (i) the EfW project contracts with the respective
       municipalities and utilities will remain in place through
       their current maturities and that the company will
       continue to have success extending the terms on expiring
       EfW contracts albeit at lower prices and shorter tenors;

  (ii) Covanta will manage its increasing exposure to the
       wholesale energy markets in a manner that provides cash
       flow visibility and stability; and

(iii) Covanta's management will continue to operate the plants
       at high availability levels and maintain stability with
       regard to operating and maintenance expenses.

A rating upgrade is unlikely in the near-term in light of
depressed key financial metrics, uncertainty surrounding contract
extensions and increased exposure to wholesale energy markets.
However, upward rating pressure could surface if Covanta
successfully extends its contracts on favorable terms, finances
new growth or development in a reasonably conservative fashion
leading to some de-levering and financial improvement such that
cash flow to debt exceeds 18% and cash flow coverage of interest
expense exceeds 4.5x on a sustainable basis.

The ratings could be lowered if Covanta is unable to renew or
extend its EfW project contracts at competitive terms; if the
increasing exposure to energy markets hurts earnings, if leverage
is significantly increased to finance an acquisition or return
capital to shareholders; or if several key projects have extended
outages resulting in a decline in key financial metrics including
the ratio of cash flow to debt falling below 12% and cash interest
coverage declining to below 3.0x for an extended period.

Assignments:

Issuer: Covanta Holding Corporation

  Senior Unsecured Regular Bond/Debenture, Assigned Ba3, LGD5,
  79%

Outlook Actions:

Issuer: Covanta Energy Corporation

  Outlook, Remains Stable

Issuer: Covanta Holding Corporation

  Outlook, Remains Stable

Affirmations:

Issuer: Connecticut Resources Recovery Authority

Senior Unsecured Revenue Bonds Nov 15, 2015, Affirmed Ba1

Senior Unsecured Revenue Bonds Nov 15, 2015, Affirmed Ba1

Senior Unsecured Revenue Bonds Nov 15, 2022, Affirmed Ba1

Issuer: Covanta Energy Corporation

Senior Secured Bank Credit Facility Mar 28, 2017, Affirmed Baa3,
LGD2, 14 % from a range of LGD2, 13 %

Senior Secured Bank Credit Facility Mar 28, 2019, Affirmed Baa3,
LGD2, 14 % from a range of LGD2, 13 %

Issuer: Covanta Holding Corporation

Probability of Default Rating, Affirmed Ba2-PD

Speculative Grade Liquidity Rating, Affirmed SGL-1

Corporate Family Rating, Affirmed Ba2

Multiple Seniority Shelf Dec 14, 2014, Affirmed (P)B2

Multiple Seniority Shelf Dec 14, 2014, Affirmed (P)Ba3

Senior Unsecured Conv./Exch. Bond/Debenture Jun 1, 2014,
Affirmed Ba3

Senior Unsecured Regular Bond/Debenture Oct 1, 2022, Affirmed
Ba3

Senior Unsecured Regular Bond/Debenture Dec 1, 2020, Affirmed
Ba3

Issuer: Delaware County Industrial Dev. Auth., PA

Senior Unsecured Revenue Bonds Jul 1, 2019, Affirmed Ba1

Issuer: Massachusetts Development Finance Agency

Senior Unsecured Revenue Bonds Nov 1, 2027, Affirmed Ba2, LGD3,
46 % from a range of LGD3, 45 %

Senior Unsecured Revenue Bonds Nov 1, 2042, Affirmed Ba2, LGD3,
46 % from a range of LGD3, 45 %

Senior Unsecured Revenue Bonds Nov 1, 2042, Affirmed Ba2, LGD3,
46 % from a range of LGD3, 45 %

Issuer: Niagara Area Development Corporation

Senior Unsecured Revenue Bonds Nov 1, 2042, Affirmed Ba2, 46 %
from a range of LGD3, 45 %

Senior Unsecured Revenue Bonds Nov 1, 2024, Affirmed Ba2, 46 %
from a range of LGD3, 45 %

The methodologies used in these ratings were Unregulated Utilities
and Power Companies published in August 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Headquartered in Morristown, NJ, Covanta is primarily an owner and
operator of Energy-from-Waste (EfW) and renewable energy projects.
At year-end 2013, Covanta reported operating revenues that
approximated $1.6 billion.


CREATIVE FINANCE: Chapter 15 Case Summary
-----------------------------------------
Chapter 15 Debtor: Creative Finance Ltd. (In Liquidation)
                   KPMG (BVI) Limited
                   3rd Floor, Banco Popular Building
                   P.O. Box 4467
                   Road Town

Chapter 15 Case No.: 14-10358

Chapter 15 Petition Date: February 19, 2014

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

Judge: Hon. Robert E. Gerber

Chapter 15 Debtor's Counsel: William T. Reid, IV, Esq.
                             REID COLLINS & TSAI LLP
                             One Penn Plaza, 49th Floor
                             New York, NY 10119
                             Tel: (212) 344-5200
                             Fax: (212) 344-5299
                             Email: wreid@rctlegal.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million


CRYSTAL CARE: Bankruptcy Case Converted to Chapter 7
----------------------------------------------------
Beth McDonough, writing for KSTP's 5 EYEWITNESS NEWS, reported
that Crystal Care Healthcare Services on Feb. 19 obtained a ruling
from a federal judge in Minneapolis converting its case from
Chapter 11 to Chapter 7 bankruptcy.

The report said the judge called it a difficult decision, but
converted the case from Chapter 11 to Chapter 7.  Crystal Care
must stop operations in March.  Patients will have one month to
find new help at home.

The report said the owner and operator of Crystal Care, Sally
Knutson, said, "It's a sad situation for everyone that's all I can
tell you."  KSTP asked why she filed for Chapter 7.  Ms. Knutson
replied, "Because of the Department of Human Services."

According ot the report, court records show DHS, which oversees
the home health industry, notified Ms. Knutson last month they
were ending state funding.   On average Crystal Care received $7
million to $9 million a year.

The report said bankruptcy records reveal Crystal Care's debt
exceeds $5 million.  749 workers filed wage claims totaling $1.3
million.

Crystal Care Home Health Services, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case No. 13-44503) on Sept. 16, 2013,
along with Crystal Care PCA, Inc. (Bankr. D. Minn. Case No. 13-
44505) and Crystal Care Support Services, Inc. (Bankr. D. Minn.
Case No. 13-44506).  Each of the entities listed under $1 million
in both assets and debts.  Thomas Flynn, Esq. --
tflynn@larkinhoffman.com -- at Larkin Hoffman Daly & Lindgren,
served as counsel to the Debtors.


CUE & LOPEZ: Has Until April 1 to File Chapter 11 Plan
------------------------------------------------------
The Hon. Brian K. Tester of the Bankruptcy Court for the District
of Puerto Rico extended until April 1, 2014, the deadline for Cue
& Lopez Construction Inc. to file a Chapter 11 Plan and
explanatory Disclosure Statement.

As reported in the Troubled Company Reporter on Feb. 11, 2014, the
Debtor said it is reviewing all of the proofs of claim filed in
the case against its books and records to determine the allowance
of the claims.  The Debtor also said it is in conversations with
its two largest secured creditors, Oriental Bank and Scotiabank
Puerto Rico.

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

                About Cue & Lopez Construction, Inc.

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

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

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


CW CAPITAL FUND ONE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: CW Capital Fund One, LLC
        8655 S. Priest Drive
        Tempe, AZ 85284

Case No.: 14-01997

Chapter 11 Petition Date: February 19, 2014

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

Judge: Hon. Sarah Sharer Curley

Debtor's Counsel: Michael W. Carmel, Esq.
                  MICHAEL W. CARMEL, LTD.
                  80 E. Columbus Ave.
                  Phoenix, AZ 85012-4965
                  Tel: 602-264-4965
                  Fax: 602-277-0144
                  Email: michael@mcarmellaw.com

Total Assets: $4 million

Total Liabilities: $129.88 million

The petition was signed by John E. Cork, 89 percent member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb14-1997.pdf


DECA FINANCIAL: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: DECA Financial Services, LLC
                12175 Visionary Way
                Fishers, IN 46038

Case Number: 14-01093

Involuntary Chapter 11 Petition Date: February 21, 2014

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Hon. Robyn L. Moberly

Petitioners' Counsel: Samuel D. Hodson, Esq.
                      TAFT STETTINIUS & HOLLISTER LLP
                      One Indiana Square, Suite 3500
                      Indianapolis, IN 46204
                      Tel: 317-713-3557
                      Email: shodson@taftlaw.com

Debtor's petitioners:

Petitioner                      Nature of Claim  Claim Amount
----------                      ---------------  ------------
David Hoeft                       Contract             $8,250
10142 Hermosa Drive
Indianapolis, IN 46236

Emergency Medicine Associates     Contract           $300,000
Attn: Greg Komara, COO
20010 Century Blvd, #200
Germantown, MD 20874

MW Consulting, LLC               Commission          $22,500
Attn: Michael Weiner
12922 NW 20th Street
Pembroke Pines, FL 33028

Whitaker Physician Billing       Agreement           $32,000
Services, Inc.
Attn: Michael Weiner
Interim Managing Director
533 4th Avenue
Huntington, WV 25701


DENNY A. RYERSON: Anaconda LLC May Pursue Foreclosure Sale
----------------------------------------------------------
Chief Bankruptcy Judge Terry L. Myers granted the motion for
relief from the automatic stay filed by Anaconda, LLC, in the
Chapter 11 case of Denny A. Ryerson, to pursue a foreclosure sale
of real property securing two notes Anaconda purchased from Idaho
Independent Bank.  The real property securing the Assigned Notes
consists of two lots on Lake Coeur d'Alene on which the Debtor
built a luxury home, and two additional undeveloped lots adjacent
to that property.

A copy of the Court's Feb. 18, 2014 Memorandum of Decision is
available at http://is.gd/BgWlRWfrom Leagle.com.

Denny A. Ryerson filed a voluntary Chapter 11 petition (Bankr. D.
Idaho Case No. 13-20876) on Aug. 30, 2013.


DETROIT, MI: Files Plan for Adjustment of Debts
-----------------------------------------------
The City of Detroit delivered to the U.S. Bankruptcy Court for the
Eastern District of Michigan its plan for the adjustment of the
debts of the City and a disclosure statement explaining the Plan.

The Plan includes settlements that will inure to the benefit of
the City's creditors and its residents.  The City settled
controversial and sensitive issues relating to the Detroit
Institute of Arts, which settlement is expected to yield at least
$465 million to provide a source of recovery for the approximately
33,000 individuals who participate in the City's retirement
systems -- the General Retirement System and the Police and Fire
Retirement System -- and negotiated a settlement with the State of
Michigan that Holders of Pension Claims may, in certain
circumstances, elect to accept.

According to a statement by emergency manager Kevyn Orr, the Plan
and Disclosure Statement provide the details of the City's
proposal to (i) adjust up to as much as $18 billion in secured and
unsecured debt, (ii) implement a necessary 10-year plan to invest
in the City and improve essential services and public safety for
its 700,000 residents and (iii) restore its heritage as a
productive, vibrant American city.

Except in the case of subordinated Claims, the Plan provides a
recovery to all classes of Claims.  The Plan also allows for
critical and meaningful investment in the City of approximately
$1.5 billion over ten years in order to, among other things: (1)
provide (and improve) basic, essential services to City residents;
(2) attract new residents and businesses to foster growth and
redevelopment; (3) reduce crime; (4) demolish blighted and
dangerous properties; (5) provide functional streetlights that are
aligned with the current population footprint; (6) improve
information technology systems, thereby increasing efficiency and
decreasing costs; and (7) otherwise set the City on a path toward
a better future.

The plan "puts the city on a strong footing so that it can move
forward in a sustainable fashion," shedding years of neglect and
disinvestment caused by population loss and a smaller tax base,
the Journal cited Kevyn Orr as saying.

It is the City's objective to emerge from bankruptcy at or near
the conclusion of Mr. Orr's term as emergency manager in September
2014.  In line with that, the City proposes the following
Disclosure Statement time schedule:

     March 26, 2014       Disclosure Statement Objection Deadline
     April 9, 2014        Disclosure Statement Reply Deadline
     April 11, 2014       Disclosure Statement Hearing

Mr. Orr and his team are confident that the filing of the Plan is
the most effective and efficient method to reorganize the City's
financial affairs, provide an opportunity for the City to
revitalize itself and continue efforts to once again make Detroit
an attractive place in which to live, work and invest.  As part of
the Plan, the City will devote $1.5 billion over 10 years to
capital improvements, blight removal and equipment and technology
upgrades.  This investment will result in improved services and
public safety and the clearance of blighted and abandoned
properties.  Up to $500 million of the $1.5 billion will be
dedicated to blight removal over the next five years.

The anticipated recovery for creditors is related to the limited
resources the City has to pay, consistent with its responsibility
to provide municipal services to its residents.  The Plan
generally proposes to provide unsecured, non-retiree creditors
with (i) an approximately 20% recovery on their claims in the form
of new securities to be issued by the City and (ii) a potential
increase to that recovery through sharing in substantially
increased revenues realized by a revitalized City.

"My advisers and I have now expended many months in negotiations,
including within Bankruptcy Court-mandated mediations, with all
classes of creditors to get to this point, and we are satisfied
with the progress made thus far," said Mr. Orr.  "However, there
is still much work in front of all of us to continue the recovery
from a decades-long downward spiral.  We must move swiftly to
emerge from bankruptcy so that the financial distress harming the
City can end.  We maintain that the Plan provides the best path
forward for all parties to resolve their respective issues and for
Detroit to become once again a city in which people want to
invest, live and work."

The Plan also protects retirees, including those on fixed and
limited incomes.  The Plan assumes that a settlement is reached
with respect to the City's art assets that would permit $465
million in funding to flow from third party donors and the DIA
Corp. into the City's two pension funds over 20 years, subject to
the negotiation of definitive agreements and the City's and the
Retirement Funds' compliance with certain conditions.  The Plan
also assumes that the State of Michigan will contribute up to $350
million to the City's two pension funds over 20 years under
certain settlement conditions.  It is expected that certain of the
settlement funds anticipated to be provided by the State will be
reserved to ensure that retirees whose household income is at or
relatively near the federal poverty level will not fall below that
level.  This is to ensure that retirees can continue to meet their
needs and maintain their current quality of life.

Although pensions still need to be reduced even in light of these
significant outside funds, if police and fire retirees agree to
the Plan and a proposed settlement with the State, they would
likely receive in excess of 90% of their earned pensions after
elimination of cost of living allowances.  General retirees who
agree to the Plan and a proposed settlement with the State would
likely receive in excess of 70% of their pensions after
elimination of cost of living allowances.  Detroit's current
employees would continue to earn pensions payable in the future
under traditional defined benefit formulas rather than defined
contribution arrangements.  Moreover, the two pension funds would
operate under more conservative investment return assumptions,
which will result in pension contribution predictability and
stability ? critical elements as the City must be assured that it
will have sufficient funds for operations and its $1.5 billion
investment program in the future.

The City's filing of the Plan will continue its momentum toward
reaching agreements with its key creditors and, to that end, Mr.
Orr and his advisers intend to continue their commitment to the
federal mediation process led by Chief U.S. District Judge Gerald
Rosen and his team of mediators.  Discussions surrounding a costly
interest-rate swaps agreement and the formation of a regional
water and sewer agency are ongoing.

A full-text copy of the Plan, dated Feb. 21, 2014, is available
at http://bankrupt.com/misc/DETROITplan0221.pdfand the Disclosure
Statement at http://bankrupt.com/misc/DETROITds0221.pdf

Bankruptcy Court filings are available online, free of charge, at
http://kccllc.net/Detroit

Miller Buckfire & Co., Jones Day, Ernst & Young and Conway
MacKenzie Inc. are advising the City of Detroit on its
restructuring.

The Plan documents were filed by DAVID G. HEIMAN, Esq., HEATHER
LENNOX, Esq., and THOMAS A. WILSON, Esq., at JONES DAY, in
Cleveland, Ohio; BRUCE BENNETT, Esq., at JONES DAY, in Los
Angeles, California; and JONATHAN S. GREEN, Esq., STEPHEN S.
LAPLANTE, Esq., and MILLER, CANFIELD, Esq., at PADDOCK AND STONE,
P.L.C., in Detroit, Michigan, on behalf of the City.

                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: Suit Over Mich. Emergency Manager Law Can Proceed
--------------------------------------------------------------
Christine Ferretti, writing for The Detroit News, reported that a
federal judge has reopened a lawsuit challenging the
constitutionality of Michigan's emergency manager law, an attorney
for plaintiffs in the case said.

According to the report, John Philo, legal director for the Sugar
Law Center, said U.S. District Judge George Caram Steeh has ruled
that the suit may proceed.

The decision comes after U.S. Bankruptcy Judge Steven Rhodes, who
is presiding over Detroit's historic bankruptcy case, agreed three
separate times that a stay on the suit should be lifted, the
report related.  Judge Rhodes has required that the lawsuit be
amended to drop a request for the removal of Detroit's Emergency
Manager Kevyn Orr.

Judge Steeh's ruling means the case taking on the legality of the
law statewide will now advance in Detroit's federal court while a
new appeal by the state is pending, Philo told the news agency.

"I'm optimistic and I'm very pleased that the bankruptcy court
understood that there are significant issues with the
constitutionality of this law," Philo said, the report cited.  "I
feel we will prevail."

                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: Gambling Revenue at Heart of City's Dilemmas
---------------------------------------------------------
Karen Pierog and Joseph Licterman, writing for Reuters, reported
that for Detroit, the road in and out of U.S. bankruptcy court is
paved with casino money.

According to the report, an economic lifeline, wagering tax
revenue from the city's three casinos is at the heart of the
bankruptcy plan submitted by Emergency Manager Kevyn Orr, and it
is behind the surprise rejection of a deal with banks that has
thrown a wrench into Detroit's route and timing to recovery.

Moreover, some $330 million in assistance pledged by a coalition
of philanthropic groups, including the Ford Foundation and the
Kresge Foundation, will not begin flowing to Detroit until it
exits bankruptcy, the head of one group told Reuters.

Michigan voters in 1996 approved casino gambling in Detroit,
hoping to revitalize the ghost town, the report said.  Three
glitzy resorts eventually opened, helping to spark a burst of
energy and bringing as much as $180 million in annual taxes.  But
the funds have been tied up since 2009 by a separate, disastrous
deal that Detroit is trying to reverse.

In an effort to reduce its unfunded pension liability, the city
sold $1.45 billion of bonds in 2005 and 2006, then used
derivatives known as swaps to cut risk, the report related.  The
derivatives deal backfired as interest rates dropped, when Detroit
expected them to rise. When Detroit's credit rating was cut to
junk in 2009, banks had the option to demand $400 million, and the
city fended off immediate payment by pledging casino revenue as
collateral.

                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: Appeals Court Consults With Mediator
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a federal appeals panel that was asked to hear a
challenge to Detroit's eligibility for bankruptcy protection said
it will confer with the federal district judge overseeing
mediation with city creditors before deciding whether to take the
case right away.

According to the report, the appeals court notified the parties on
Feb. 7 that a three-judge panel will confer with U.S. District
Judge Gerald Rosen, who serves as the lead mediator between
Detroit and its creditors. The panel said it will confer with
Judge Rosen about the status and time frame for mediation.

The report said the appeals court didn't say when it will decide
if the pension funds can skip the customary district court appeal.

The report related that U.S. District Judge Bernard Friedman
accelerated the appeal in his court, telling the pension funds to
file their briefs by Feb. 18, followed by Detroit's on March 4.

                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.


DIOCESE OF STOCKTON: Mediator Named in Bankruptcy Case
------------------------------------------------------
Kevin Parrish, writing for Recordnet.com, reported that a retired
bankruptcy judge from Reno has been appointed mediator in the
Chapter 11 reorganization case of the Catholic Diocese of
Stockton.

According to the report, Gregg W. Zive, 68, is expected to convene
mediation sessions between diocese attorneys and those
representing creditors within 30 days. He retired from the federal
bench in 2011 but serves when needed.

Judge Zive was appointed by U.S. Bankruptcy Judge Christopher M.
Klein, who is overseeing both the diocese's bankruptcy and the
Chapter 9 bankruptcy of the city of Stockton, the report said.

Judge Zive, past president of the National Conference of
Bankruptcy Judges, helped mediate the bankruptcy cases of the
Diocese of Spokane, Wash., and the city of San Bernardino, the
report related.

                     About Diocese of Stockton

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

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

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

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

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

Stockton scheduled total assets of more than $7.2 million against
debt totaling $11.85 million.  The schedules also show that the
diocese has $1.6 million in secured debt.  Creditors of the
diocese assert $367,290 in unsecured priority claims and $9.88
million in unsecured non-priority claims.

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


DEWEY & LEBOEUF: Trustee Sues 5 More Ex-Partners For $2.5M
----------------------------------------------------------
Law360 reported that the liquidating trustee for Dewey & LeBoeuf
LLP continued his clawback litigation blitz when he hit five more
former equity partners with lawsuits, seeking a combined $2.5
million from them.

According to the report, Trustee Alan M. Jacobs sued Terrence W.
Mahoney, now vice president and general counsel at Rogers Corp.,
Steven P. Otillar, now a partner at Akin Gump Strauss Hauer & Feld
LLP, Ilan Nissan and Christian C. Nugent, both partners at Goodwin
Procter LLP and Chiu-Ti Jansen, now a television personality,
publisher and writer.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DJO GLOBAL: Pledges Assets as Collateral Under Amended Facility
---------------------------------------------------------------
DJO Global, Inc. on Feb. 21 disclosed that the Company's Amended
Senior Secured Credit Facility, consisting of a $853.4 million
term loan and a $100.0 million revolving credit facility, under
which $38.0 million was outstanding as of December 31, 2013, and
the Indentures governing its $330.0 million of 8.75% second
priority senior secured notes, $440.0 million of 9.875% senior
notes, $300.0 million of 7.75% senior notes, and $300.0 million of
9.75% senior subordinated notes represent significant components
of its capital structure.  Under the Company's Amended Senior
Secured Credit Facility, it is required to maintain a specified
first lien net leverage ratio, which is determined based on its
Adjusted EBITDA.  If the Company fails to comply with the first
lien net leverage ratio under its Amended Senior Secured Credit
Facility, it would be in default.  Upon the occurrence of an event
of default under the Amended Senior Secured Credit Facility, the
lenders could elect to declare all amounts outstanding under the
Amended Senior Secured Credit Facility to be immediately due and
payable and terminate all commitments to extend further credit.
If the Company was unable to repay those amounts, the lenders
under the Amended Senior Secured Credit Facility could proceed
against the collateral granted to them to secure that
indebtedness.  The Company has pledged a significant portion of
its assets as collateral under the Amended Senior Secured Credit
Facility.  Any acceleration under the Amended Senior Secured
Credit Facility would also result in a default under the
Indentures governing the notes, which could lead to the note
holders electing to declare the principal, premium, if any, and
interest on the then outstanding notes immediately due and
payable.  In addition, under the Indentures governing the notes,
our ability to engage in activities such as incurring additional
indebtedness, making investments, refinancing subordinated
indebtedness, paying dividends and entering into certain merger
transactions is governed, in part, by our ability to satisfy tests
based on Adjusted EBITDA.  The Company's ability to meet the
covenants will depend on future events, many of which are beyond
its control, and it cannot assure that it will meet those
covenants.

                     Fourth Quarter Results

The Company announced financial results for its public reporting
subsidiary, DJO Finance LLC, for the fourth quarter and fiscal
year ended December 31, 2013.

DJOFL achieved net sales for the fourth quarter of 2013 of $313.6
million, reflecting growth of 7.9 percent, compared with net sales
of $290.5 million for the fourth quarter of 2012.  Net sales for
the fourth quarter of 2013 were favorably impacted by $1.3 million
related to changes in foreign currency exchange rates compared to
the rates in effect in the fourth quarter of 2012.  Excluding the
impact of changes in foreign currency exchange rates from rates in
effect in the prior year period, net sales for the fourth quarter
of 2013 increased 7.5 percent compared to net sales for the fourth
quarter of 2012.

For the fourth quarter of 2013, DJOFL reported a net loss
attributable to DJOFL of $131.8 million, compared to a net loss of
$47.0 million for the fourth quarter of 2012.  The increase in the
net loss was due primarily to a year-end write off of goodwill of
$106.6 million, whereas the net loss for the fourth quarter of
2012 included a loss on modification and extinguishment of debt of
$27.5 million.

A copy of DJOFL's earnings release is available for free at:

     http://is.gd/LkoruE


                        About DJO Global

Headquartered in Vista, California, DJO Global is a global
developer, manufacturer and distributor of high-quality medical
devices that provide solutions for musculoskeletal health,
vascular health and pain management.


DOLCE & COMPANIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Dolce & Companies Corporation
        4530 E. Shea Blvd., #105
        Phoenix, AZ 85028

Case No.: 14-02058

Chapter 11 Petition Date: February 20, 2014

Related entities that filed Chapter 11 petitions:

                                                    Petition
   Debtor                              Case No.      Date
   ------                              --------      ----
Dolce Arrowhead, LLC                   14-02015     2/19/2014
Dolce Borgata, LLC                     14-01939     2/19/2014
Dolce Salon & Spa, L.L.C.              14-02011     2/19/2014
Dolce Operations Co., LLC              14-02056     2/20/2014

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

Judge: Hon. Randolph J. Haines

Debtors' Counsel: Dale C. Schian, Esq.
                  SCHIAN WALKER, P.L.C.
                  1850 North Central Avenue, #900
                  Phoenix, AZ 85004-4531
                  Tel: 602-277-1501
                  Fax: 602-297-9633
                  E-mail: ecfdocket@swazlaw.com

Assets & Liabilities:

   Debtor                 Assets                Liabilities
   ------                 ------                -----------
Dolce Arrowhead       $100,000 to $500,000  $10-mil. to $50-mil.
Dolce & Companies     $50,000 to $100,000   $1-mil. to $10-mil.
Dolce Borgata         $50,000 to $100,000   $1-mil. to $10-mil.
Dolce Operations Co.  $50,000 to $100,000   $1-mil. to $10-mil.
Dolce Salon & Spa     $1-mil. to $10-mil.   $10-mil. to $50-mil.

The petitions were signed by Brandi Nuttall, president.

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


DOTS LLC: U.S. Trustee Forms Five-Member Creditors Committee
------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Dots, LLC, et al.

The Committee is consists of:

      1. Robert A. Glick, co-chairman
         38383 Fairmount Boulevard
         Hunting Valley, OH 44022
         Tel: (216) 496-0101
         Fax: (440) 287-6066

      2. The CIT Group/Commercial Services, Inc., co-chairman
         Attn: Kevin Ritte
         11 W. 42nd Street
         New York, NY 10036
         Tel: (212) 461-5447
         Fax: 212-461-5420

      3. Brixmor Property Group, Inc.
         Attn: Patrick Bennison, Esq.
         420 Lexington Avenue
         New York, NY 10170
         Tel: (646) 344-8848
         Fax: (212) 302-44776

      4. Weingarten Realty Investors
         Attn: Jenny J. Hyun, Esq.
         2600 Citadel Plaza Drive, Suite 125
         Houston, TX 77008
         Tel: (713) 866-6000
         Fax: (713) 866-6049

      5. True Love Accessories
         Attn: Raymond Braha
         10 West 33rd Street, Suite 715
         New York, NY 10001
         Tel: (212) 244-1999
         Fax: (212) 244-1997

The Committee is represented by:

         Scott L. Hazan, Esq.
         David M. Posner, Esq.
         230 Park Avenue
         New York, NY 10169
         Tel: (212) 661-9100
         Fax: (212) 682-6104

                          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 its 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.

The Debtors intend to sell substantially all of their assets at an
auction on Feb. 28, 2014, at 10:00 a.m.


DOTS LLC: Committee Balks at Quick Sale; Salus Supports Sale
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Dots, LLC, et al., objected to the Debtors' request to
sell substantially all of their assets.  Scott L. Hazan, Esq., at
Otterbourg P.C., on behalf of the Committee, said the rushed
timetable to accomplish the asset sale creates a "fire sale".  Mr.
Hazan added that the bid and sale procedures are fatally flawed.
At best, the proposed bid and sale process provides less than a
month to market a company.

According to Mr. Hasan, the Debtors' motion proposes this timeline
for the sale process:

   a) original hearing on the bid procedures on Feb. 6, 2014,
      (now rescheduled to Feb. 18);

   b) bids submitted by Feb. 17, (prior to the proposed procedures
      being approved);

   c) auction on Feb. 28;

   d) objections to the sale due by March 1; and

   e) sale hearing on March 3.

In a separate filing, Ralph E. Dill, Esq., at Harris, Mcclellen,
Binau & Cox, P.L.L., and Raymond T. Lyons, Esq., at Fox Rothschild
LLP, on behalf of Tuller Square Northpointe, LLC, Westpointe
Plaza, LP and TCCI, LLC formerly Town & Country City, Inc., joined
in the objection filed by RPAI US Management, LLC; RioCan Grand
Prairie Southwest Crossing Limited Partnership, RioCan Austin
Southpark Meadows II Limited Partnership, Duluth (Gwinnett) SSR,
LLC, Charlotte (Archdale) UY, LLC and Greenville (Woodruff) WMB,
LLC, to the Debtors' Sale Motion.

The Debtors found an ally in lender Salus Capital Partners, LLC,
which expressed support to the sale.  Salus also responded to the
objection filed by the Committee, saying that to the extent the
Committee prosecutes its objections, the Debtors and Salus do not
have an agreement on postpetition financing, which would
immediately end the Debtors' attempt to conduct a value
maximizing, orderly sale -- a result that only the Committee is
willing to accept.  Salus said the Court must overrule the
objection, and grant a prposed sale procedures motion.

Salus serves as administrative and collateral agent pursuant to
the DIP Credit Agreement, and as administrative agent, term loan
agent and collateral agent pursuant to the Prepetition Senior
Credit Agreement.

As reported in the Troubled Company Reporter on Feb. 10, 2014, the
Debtor said that the auction will be held at the Offices of
Lowenstein Sandler LLP, 65 Livingston Avenue (East Building),
Roseland, New Jersey.  The Debtors related that if they select a
stalking horse bidder, the Debtors will file the stalking horse
notice within two days after the bid deadline.

                          Salus Financing

The Debtors are financing the Chapter 11 with the DIP loan from
Salus.  The Debtors have won final approval from Judge Donald H.
Steckroth to (i) obtain up to an aggregate principal amount of
$20 million from Salus, as agent for a consortium of lenders; and
(ii) use of cash collateral.

As reported in the Troubled Company Reporter on Jan. 28, 2014, the
DIP Facility provides for $36 million postpetition senior secured
credit facility consisting of a $20 million revolving facility and
a $16 million term loan.  The DIP Revolver accrues interest at
LIBO Rate plus 8.50% while the DIP Term Loan accrues interest at
LIBO Rate plus 9.25%.

The DIP Liens will be junior only to a carve-out, and the
prepetition perfected liens.  Carve out means these expenses: (i)
all statutory fees required to be paid to the Clerk of the Court
and to the U.S. Trustee; (ii) reasonable fees and expenses of a
trustee under Section 726(b) of the Bankruptcy Code in an amount
not to exceed $50,000; and (iii) upon the occurrence of any
termination event, accrued, unpaid and allowed professional fees
and expenses of counsel for the Debtors in an aggregate amount not
to exceed $350,000 and accrued, unpaid and allowed professional
fees and expenses of any statutory committee's professionals in an
aggregate amount not to exceed $50,000.

The Court overruled all objections to the DIP financing motion to
the extent not withdrawn or resolved.

The Committee objected to the DIP financing, stating that there
must be certain material modifications to the DIP Facility in
order for the DIP Facility to satisfy the legal and equitable
standards appropriate for debtor-in-possession financing and to
allow the Committee to effectively carry out its fiduciary duties.
While the Committee, Debtors, DIP Lender and Prepetition Secured
Parties have worked with each other and achieved compromises on
certain of the Committee's concerns, certain critical issues
continue to remain unresolved.

Salus filed a reply to the Committee's objection.  Salus said it
has already agreed to several substantial concessions, including
increases in the budget for Committee professional fees, funding
for a Committee investigation of the liens and obligations under
the Prepetition Credit Documents, information sharing and
consultation rights for the Committee, and an extension of the
Challenge Period if the Committee seeks standing to bring a
challenge.  The Committee remains unsatisfied, but Salus has
reached its limit.

                           Cash Collateral

In connection with the use of cash collateral, the Debtors will
provide their prepetition secured creditors with adequate
protection replacement liens in all prepetition collateral,
subject to certain permitted liens and a carve out.  As further
protection against any diminution in the value of the Prepetition
Secured Parties' interest in the prepetition collateral, the
Prepetition Secured Parties will be granted the superpriority
claims against the Debtors.

Carve-out means the following expenses: (i) all statutory fees
required to be paid to the Clerk of the Court and to the U.S.
Trustee; (ii) reasonable fees and expenses of a trustee under
Section 726(b) of the Bankruptcy Code in an amount not to exceed
$50,000; and (iii) upon the occurrence of any termination event,
accrued, unpaid and allowed professional fees and expenses of
counsel for the Debtors in an aggregate amount not to exceed
$350,000 and accrued, unpaid and allowed professional fees and
expenses of any statutory committee's professionals in an
aggregate amount not to exceed $50,000.

                          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 its 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.

The Debtors intend to sell substantially all of their assets at an
auction on Feb. 28, 2014, at 10:00 a.m.

The U.S. Trustee appointed five creditors to serve in the official
committee of unsecured creditors in the Debtors' cases.


DOTS LLC: Lowenstein Sandler Approved as Bankruptcy Counsel
-----------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey authorized Dots, LLC, et al., to employ
Lowenstein Sandler as their counsel in connection with the filing
and prosecution of the Chapter 11 cases, effective as of the
Petition Date.

As reported in the Troubled Company Reporter on Jan. 24, 2014,
Lowenstein Sandler's current hourly rates are:

       Personnel                 Hourly Billing Rate
       ---------                 -------------------
  Partners                          $500 to $985
  Senior Counsel and Counsel        $385 to $685
  Associates                        $275 to $480
  Paralegals and Legal Assistants   $160 to $270

Prepetition, Lowenstein Sandler represented the Debtors in
connection with preparation for the bankruptcy filing.  Lowenstein
Sandler commenced its representation of the Debtors in late
November 2013.  Lowenstein Sandler was paid by the Debtors for the
services rendered prepetition.  As of the Petition Date,
Lowenstein Sandler held a retainer in the amount of $261,621.

Kenneth A. Rosen, Esq., a partner with Lowenstein Sandler, avers
that the firm does not hold or represent an interest adverse to
the Debtors' estates and is a disinterested person, as that term
is defined in Section 101(14) of the Bankruptcy Code.

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.  Lowenstein Sandler said it intends 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 the employment
application and the interim and final fee applications to be filed
by Lowenstein Sandler in the course of its engagement.  Lowenstein
Sandler intends to work cooperatively with the U.S. Trustee
Program to address the concerns that prompted the EOUST to adopt
the Appendix B Guidelines.

                          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 its 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.

The Debtors intend to sell substantially all of their assets at an
auction on Feb. 28, 2014, at 10:00 a.m.

The U.S. Trustee appointed five creditors to serve in the official
committee of unsecured creditors in the Debtors' cases.


DOTS LLC: PwC Approved as Financial Advisor & Investment Banker
---------------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey authorized Dots, LLC, et al., to employ
PricewaterhouseCoopers LLP as financial advisor and investment
banker.

As reported in the Troubled Company Reporter on Jan. 24, 2014, the
Debtors said it is essential for them to employ an experienced
restructuring advisory firm to provide advisory and investment
banking services.

The Debtors will pay PwC as advisory fee $125,000 for the 30-day
period beginning Jan. 23, 2014 and $100,000 per month on the 23rd
of each month thereafter.  The Debtors further agree (with the
consent of their lenders under the debtor-in-possession financing
facility) to pay PwC, as additional fee, a cash fee from the
proceeds of a "transaction" in an amount equal to 2.0% of the
aggregate consideration paid with certain exceptions.  Twenty-five
percent of the advisory fee will be credited against any
additional fee.

In the event the fees will be based on hourly rates, individual
hourly rates vary according to the experience and skill required.
The fees will be based on these agreed upon hourly rates:

       Personnel              Hourly Billing Rate
       ---------              -------------------
  Partner/Principal             $700 to $800
  Director/Senior Manager       $500 to $600
  Manager                       $400 to $500
  Senior Associate              $300 to $400
  Associate                     $200 to $300
  Para-professional             $100 to $150

Finally, the Debtors will reimburse PwC for the reasonable out-of-
pocket expenses it incurs in connection with its services.

PwC was engaged by the Debtors on or about Dec. 23, 2013, in
connection with its financial advisory, restructuring and
investment banking services, and has since assisted the Debtors in
evaluating their restructuring alternatives.  The Debtors paid PwC
$170,000, representing $150,000 of advisory fees and $20,000 in
out-of-pocket expenses.  The entire payment has been fully applied
against actual charges incurred to date.

Perry Mandarino, a partner with PwC, attests that the firm does
not hold an interest adverse to the Debtors' estates and is a
"disinterested person", as that term is defined in Section 101(14)
of the Bankruptcy Code.

                          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 its 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.

The Debtors intend to sell substantially all of their assets at an
auction on Feb. 28, 2014, at 10:00 a.m.

The U.S. Trustee appointed five creditors to serve in the official
committee of unsecured creditors in the Debtors' cases.


EDISON MISSION: Has Deal With Parent, Noteholders; Amends Plan
--------------------------------------------------------------
Edison Mission Energy on Feb. 18, 2014, entered into a Settlement
Agreement with certain of its creditors holding a majority of its
outstanding senior unsecured notes and Edison International.  As a
result of the Settlement Agreement, EME will seek to amend its
Plan of Reorganization to incorporate the Settlement Agreement's
terms, including extinguishing all existing claims between EME and
Edison International.  Effectiveness of the Settlement Agreement
will be subject to approval by the Bankruptcy Court for the
Northern District of Illinois, Eastern Division.  The schedule for
confirmation of the Plan is expected to be continued to
accommodate notice of the amendment to EME creditors.

EME issued senior notes in the original principal amount of
$3.7 billion pursuant to pre-bankruptcy indentures.

                 Formation of Reorganization Trust

Under the Settlement Agreement, EME will emerge from bankruptcy
free of liabilities but will remain an indirect wholly owned
subsidiary of Edison International, which will continue to
consolidate EME for income tax purposes.  On the effective date of
the Plan, all assets and liabilities of EME that are not otherwise
discharged in the bankruptcy or transferred to a subsidiary of NRG
Energy, Inc., will be transferred to a newly formed trust or other
entity established to make distributions pursuant to the Plan for
the benefit of EME's existing creditors, with the exception of:

     (a) EME's income tax attributes, which will be retained by
         the Edison International consolidated income tax group,

     (b) certain tax and pension related liabilities which are
         being assumed by Edison International and for
         substantially all of which Edison International
         currently has joint and several responsibility, and

     (c) EME's indirect interest in Capistrano Wind Partners and
         a small hydro-electric project, which is currently a
         lease investment of Edison Capital that is expected to be
         transferred to EME prior to closing.

Edison International has agreed to pay to the Reorganization Trust
amounts equal to 50% of EME's Federal and California income tax
benefits generated as of the Effective Date, including as a result
of the Plan, which were not previously paid to EME under a tax
allocation agreement between Edison International and EME that
expired on Dec. 31, 2013.  These benefits are expected to remain
available for use by the Edison International consolidated income
tax group.

On the Effective Date, $225 million of the amount due the
Reorganization Trust will be paid in cash, with one half of the
balance payable on each of Sept. 30, 2015 and Sept. 30, 2016,
together with interest at 5% per annum from the Effective Date.

The Settlement Agreement sets forth a current estimate of EME Tax
Attributes of approximately $1.19 billion.  The estimate will be
updated through a procedure set forth in the Settlement Agreement,
which is expected to take up to approximately six months from the
Effective Date.  When the estimate is finalized, the two
installment payments remaining to be made by Edison International
will be fixed, and Edison International will deliver to the
Reorganization Trust two zero coupon promissory notes evidencing
its obligation to make the two installment payments.  Were the
final estimate of EME Tax Attributes to remain the same as the
current estimate, the amount of each promissory note would be $185
million plus applicable interest.

Assuming continuation of existing law and tax rates, Edison
International also anticipates realization of the tax benefits
over a period similar to the period for which it pays for them,
and pending realization, Edison International will finance the
settlement from existing credit lines.

Under the Settlement Agreement, Edison International will assume
certain EME obligations, which Edison International estimates to
be approximately $350 million.  These obligations are comprised of
federal and certain state income tax, qualified and executive
pension, and related liabilities.  Edison International is
currently jointly and severally obligated with EME for such tax
and qualified pension liabilities.

                             Releases

EME and the Reorganization Trust will release Edison International
and its subsidiaries, officers, directors, and representatives
from all claims, except for those deriving from commercial
arrangements between Southern California Edison Company and
certain of EME's subsidiaries, and except for obligations under
the Settlement Agreement. Edison International and its
subsidiaries that directly and indirectly own EME will provide a
similar release to EME and the Reorganization Trust.

Under the Plan, Edison International and its subsidiaries will
also be beneficiaries of orders of the Bankruptcy Court releasing
them from claims of third parties in EME's bankruptcy proceeding,
and the Reorganization Trust is obligated to set aside $50 million
in escrow to secure its obligations to Edison International under
the Settlement Agreement, including its obligation to protect
against liabilities, if any, not discharged in the bankruptcy for
which the Reorganization Trust remains responsible.  The escrowed
amount will decline over time to zero on the later of Sept. 30,
2016, and the date on which certain third-party claims pending as
of Sept. 30, 2016, are resolved.

A full-text copy of the Settlement Agreement, dated Feb. 18, 2014,
by and among Edison Mission Energy, Edison International and the
Consenting Noteholders, is available at no extra charge at:

     http://is.gd/kwYIvY

The Debtors also filed a Third Amended Joint Chapter 11 Plan of
Reorganization, a copy of which is available at no extra charge
at:

     http://is.gd/bYlTs7

As reported by the Troubled Company Reporter, the Debtors' Plan is
premised on the sale of all or substantially all of the assets of
Debtors MWG, EME, and Midwest Generation EME, LLC, to NRG Energy,
Inc.  The Plan provides for the sale of substantially all of EME's
assets, including its direct and indirect equity interests in the
Debtor Subsidiaries and the Non-Debtor Subsidiaries to NRG Energy
Holdings Inc., a subsidiary of NRG Energy, Inc., for $2.635
billion (comprised of $2.285 million payable in cash and $350
million payable in Parent Common Stock) to be distributed by the
Debtors in accordance with the Plan and assume certain liabilities
of the Debtors, including the leveraged leases for Debtor Midwest
Generation, LLC's Powerton and Joliet facilities. The Debtors, the
Purchaser Parties, the Committee, the Supporting Noteholders, and
the PoJo Parties entered into the Plan Sponsor Agreement, which
was approved by the Bankruptcy Court on October 24, 2013, to
implement the NRG Transaction pursuant to the Plan.

Pursuant to the Feb. 18 Settlement Agreement, the Consenting
Noteholders are:

     * Arrowgrass Capital Partners (US) LP
     * Avenue Investments, L.P.
     * OZ MASTER FUND, LTD.
       By: OZ Management LP, its investment manager
       By: Och-Ziff Holding Corporation, its General Partner
     * GOLDMAN SACHS PROFIT SHARING MASTER TRUST
       By: OZ Management II LP, its investment manager
       By: Och-Ziff Holding II LLC, its General Partner
       By: OZ Management LP, its Member
       By: Och-Ziff Holding Corporation, its General Partner
     * GORDEL CAPITAL LIMITED
       By: OZ Management LP, its investment manager
       By: Och-Ziff Holding Corporation, its General Partner
     * OZ ENHANCED MASTER FUND, LTD.
       By: OZ Management LP, its investment manager
       By: Och-Ziff Holding Corporation, its General Partner
     * OZ EUREKA FUND, L.P.
       By: OZ Eureka Fund GP, L.P., its General Partner
       By: OZ Eureka Fund GP, LLC, its General Partner
       By: OZ Advisors LP, its Member
       By: Och-Ziff Holding Corporation, its General Partner
     * OZSC II, L.P.
       By: OZSC GP, L.P., its General Partner
       By: OZSC GP, LLC, its General Partner
       By: OZ Advisors LP, its sole Member
       By: Och-Ziff Holding Corporation, its General Partner
     * OZ CREDIT OPPORTUNITIES MASTER FUND, LTD.
       By: OZ Management LP, its investment manager
       By: Och-Ziff Holding Corporation, its General Partner
     * OZ GC OPPORTUNITIES MASTER FUND, LTD.
       By: OZ Management LP, its investment manager
       By: Och-Ziff Holding Corporation, its General Partner
     * P. Schoenfeld Asset Management LP, as investment adviser
       for certain funds and accounts
     * York Capital Management Global Advisors, LLC, on behalf of
       the funds and accounts managed or advised by it or its
       affiliates

                      About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME's balance sheet at Sept. 30, 2012, showed $8.17 billion in
total assets, $6.68 billion in total liabilities and $1.48 billion
in total equity.  In its schedules, Edison Mission Energy
disclosed total assets of assets of $5,721,559,170 and total
liabilities of $6,202,215,094 as of the Petition Date.

The Debtors, other than Camino Energy Company, are also
represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer,
Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland &
Ellis LLP, in New York.  Debtor Camino Energy Company is
represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at
McDonald Hopkins LLC, in Chicago, Illinois.

Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation
Services is acting as restructuring advisor.  GCG, Inc., is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.


EDISON MISSION: Plan Confirmation Hearing Moved to March 11
-----------------------------------------------------------
The Feb. 19, 2014 hearing to consider confirmation of Edison
Mission Energy's Second Amended Joint Plan of Reorganization has
been re-scheduled to March 11 at 10:30 a.m. after the Debtors
unveiled a settlement agreement with certain of its creditors
holding a majority of its outstanding senior unsecured notes and
parent Edison International.

The settlement agreement was announced one day before the
scheduled confirmation hearing, and is reported in today's
Troubled Company Reporter.

As a result of the Settlement Agreement, EME amend its bankruptcy
exit plan by filing a Third Amended Plan of Reorganization.

On Feb. 19, Bankruptcy Judge Jacqueline P. Cox entered this
revised Plan confirmation schedule:

     March 6  5:00 p.m.   Deadline for Eligible Holders to
                          change their vote on the Plan

     March 6  5:00 p.m.   EIX Settlement objection deadline,
                          Including objections to the amended
                          terms of the Plan

     March 6 or at        Deadline to file confirmation brief
     least 3 business     and voting report
     days before the
     confirmation
     hearing

     March 10 12:00 p.m.  Deadline to respond to objections to
                          the EIX Settlement, including
                          objections to the amended terms of
                          the Plan

     March 11 10:30 a.m.  Confirmation hearing

                      About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

The Debtors, other than Camino Energy Company, are also
represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer,
Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland &
Ellis LLP, in New York.  Debtor Camino Energy Company is
represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at
McDonald Hopkins LLC, in Chicago, Illinois.

Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation
Services is acting as restructuring advisor.  GCG, Inc., is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

EME has filed a Joint Plan of Reorganization that is premised on
the sale of substantially all of EME's assets, including its
direct and indirect equity interests in the Debtor Subsidiaries
and the Non-Debtor Subsidiaries to NRG Energy Holdings Inc., a
subsidiary of NRG Energy, Inc., for $2.635 billion (comprised of
$2.285 million payable in cash and $350 million payable in Parent
Common Stock) to be distributed by the Debtors in accordance with
the Plan and assume certain liabilities of the Debtors, including
the leveraged leases for Debtor Midwest Generation, LLC's Powerton
and Joliet facilities.  The Debtors, the Purchaser Parties, the
Committee, the Supporting Noteholders, and the PoJo Parties
entered into a Plan Sponsor Agreement, which was approved by the
Bankruptcy Court on Oct. 24, 2013, to implement the NRG
Transaction pursuant to the Plan.

NRG is represented in the Debtors' cases by:

     Elaine M. Walsh, Esq.
     BAKER BOTTS L.L.P.
     1299 Pennsylvania Avenue, NW
     Washington, D.C. 20004-2400
     Facsimile: (202) 585-1042
     E-mail: elaine.walsh@bakerbotts.com

          - and -

     BAKER BOTTS L.L.P.
     Elaine M. Walsh, Esq.
     C. Luckey McDowell, Esq.
     BAKER BOTTS L.L.P.
     2001 Ross Avenue
     Dallas, TX 75201
     Facsimile: (214) 661-4571

Counsel for the Supporting Noteholders are:

     Keith Wofford, Esq.
     ROPES & GRAY LLP
     1211 Avenue of the Americas
     New York, NY 10036
     Facsimile: (212) 596-9090
     E-mail: luckey.mcdowell@bakerbotts.com

          - and -

     Stephen Moeller-Sally, Esq.
     ROPES & GRAY LLP
     800 Boylston Street
     Boston, Massachusetts 02199
     Facsimile: (617) 951-7050
     E-mail: ssally@ropesgray.com

Nesbitt Asset Recovery Series J-1 or Nesbitt Asset Recovery Series
P-1, is represented in the case by:

     Daniel R. Murray, Esq.
     Melissa Root, Esq.
     Andrew J. Olejnik, Esq.
     JENNER & BLOCK LLP
     353 North Clark Street
     Chicago, IL 60654
     Telephone: (312) 222-9350
     Facsimile: (312) 527-0484
     E-mail: dmurray@jenner.com
             mroot@jenner.com
             aolejnik@jenner.com

Joliet Trust II and Powerton Trust II are represented in the case
by:

     Michael F. Collins, Esq.
     RICHARDS, LAYTON & FINGER, P.A.
     One Rodney Square
     920 North King Street
     Wilmington, DE 19801
     Telephone: (302) 651-7502
     Facsimile: (302) 498-7502
     E-mail: mfcollins@rlf.com

Joliet Generation II, LLC and Powerton Generation II, LLC, are
represented by:

     William Bice, Esq.
     Tyson Lomazow, Esq.
     MILBANK, TWEED, HADLEY & McCLOY LLP
     1 Chase Manhattan Plaza
     New York, NY 10005
     Telephone: (212) 530-5000
     Facsimile: (212) 530-5219
     E-mail: wbice@milbank.com
             tlomazow@milbank.com

Messrs. Bice and Lomazow also represent Associates Capital
Investments, L.L.C., in the case.

The Bank of New York Mellon, as Successor Lease Indenture Trustee
or as Successor Pass Through Trustee, is represented by:

     George A. Davis, Esq.
     O'MELVENY & MYERS, LLP
     7 Times Square
     New York, NY 10036-6524
     Telephone: (212) 326-2062
     E-mail: gdavis@omm.com

EIX is represented by:

     Thomas A. Walper, Esq.
     Seth Goldman, Esq.
     MUNGER TOLLES & OLSON LLP
     335 South Grand Avenue
     Los Angeles, CA 90071
     E-mail: seth.goldman@mto.com


EDWIN WATTS GOLF: To Close At Least 4 Stores in South Carolina
--------------------------------------------------------------
Ashley Boncimino, writing for GSA Business, reported that Edwin
Watts Golf plans to close at least four of its six stores in South
Carolina after the company declared bankruptcy in November and was
sold for $40.8 million in December.  The report says purchasers
GWNE Inc., an affiliate of Worldwide Golf Shops, and liquidator
Hilco Merchant Resources LLC plan to maintain 50 of Edwin Watts'
91 existing lease agreements.  The company plans to keep 45 of
those stores as Edwin Watts Golf stores, while five locations in
Utah will be reverted to their original name, Uinta Golf,
according to a January news release.

Worldwide Golf currently owns and operates 35 stores in six states
doing business as Roger Dunn Golf Shops in California and Hawaii,
The Golf Mart in California, Van's Golf Shops in Arizona and
Golfers' Warehouse in New England.

                       About EWGS Intermediary

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

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

Lawrence C. Gottlieb, Esq., Jay R. Indyke, Esq., Brent Weisenberg,
Esq., at Cooley LLP, serve as lead counsel to the Official
Committee of Unsecured Creditors.  Michael J. Merchant, Esq.,
Christopher M. Samis, Esq., and William A. Romanowies, Esq., at
Richards, Layton & Finger, P.A. serve as Delaware counsel.  The
Committee hired PricewaterhouseCoopers LLP as its financial
adviser.

The Debtors said total assets are greater than $100 million.  In
its schedules, EWGS Intermediary disclosed $0 in assets and
$77,801,784 in total liabilities.

Hilco Merchant Resources, a unit of Hilco Global, on Dec. 5
disclosed that it has completed a $40 million deal to purchase all
the assets of golf retail brand Edwin Watts, in partnership with
GWNE, Inc., an affiliate of Worldwide Golf Shops.  The transaction
was approved by the bankruptcy court and closed on Dec. 5.


ENDEAVOUR INTERNATIONAL: Vanguard Stake at 2.9% as of Dec. 31
-------------------------------------------------------------
The Vanguard Group disclosed in an amended Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of Dec. 31,
2013, it beneficially owned 1,400,326 shares of common stock of
Endeavour International Corp representing 2.96 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/0oYXXl

                   About Endeavour International

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

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

                           *     *     *

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

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


ETERNAL ENTERPRISE: Case Summary & 12 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Eternal Enterprise, Inc.
        P.O. Box 260667
        Hartford, CT 06126

Case No.: 14-20292

Chapter 11 Petition Date: February 19, 2014

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Hon. Albert S. Dabrowski

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN, PC
                  123 York Street, Ste 1B
                  Tel: New Haven, CT 06511-0001
                  Tel: 203-777-5741
                  Fax: 203-777-4206
                  Email: ressmul@yahoo.com

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Vera Mladen, president.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb14-20292.pdf


EVENT RENTALS: Meeting to Form Creditors' Panel on Monday
---------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Feb. 24, 2014, at 10:00 a.m. in
the bankruptcy case of Event Rentals Inc.  The meeting will be
held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                        About 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 Interim Authority to Tap $17MM in DIP Loans
--------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware gave Event Rentals, Inc., et al., interim authority to
obtain postpetition loans from Ableco Finance, LLC, as
administrative.  The Debtors were also given interim authority to
use the cash collateral securing their prepetition indebtedness
from Ableco and the consortium of lenders it represents.

The DIP Lenders have agreed to advance $17 million on an interim
basis from the up to $20 million they agreed to provide to the
Debtors.

The DIP Loan matures on 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.

The DIP Loan accrues interest at LIBOR + 8.5%, provided that at no
time will LIBOR be less than 1.5%, or Base + 6.5%, provided that
at no time will the prime rate be less than 3.5%.  The default
interest rate will be the interest rate then in effect plus 2%.

The hearing to consider final approval of the request is scheduled
for March 14, at 10:00 a.m. (prevailing Eastern Time).  Objections
are due March 7.

Ableco Finance LLC, as administrative agent, is represented by Lee
R. Bogdanoff, Esq. -- lbogdanoff@ktbslaw.com -- and Maria Sountas-
Argiropoulos, Esq. -- msargiropoulos@ktbslaw.com -- at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

                        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.


EVENT RENTALS: Proposes to Sell Assets for $124 Million
-------------------------------------------------------
Event Rentals, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to sell
substantially all of their assets to CPR Acquisition Holdings,
LLC, in exchange for $124 million in secured debt.

CPR Acquisition is an entity affiliated with the Debtors'
prepetition secured lenders.  The Debtors have determined that the
credit bid provides the highest and best offer for the assets.

The sale of the assets will be subject to better and higher bids
to be determined at an auction, which the Debtors propose to take
place on April 21, 2014.  Deadline for submission of bids is
April 14.  The Debtors propose an April 28 hearing to consider
approval of the sale.

The Debtors are represented by John H. Strock, Esq., Jeffrey M.
Schlerf, Esq., and L. John Bird, Esq., at FOX ROTHSCHILD LLP, in
Wilmington, Delaware; John K. Cunningham, Esq., at WHITE & CASE
LLP, in Miami, Florida; and Craig H. Averch, Esq., at WHITE & CASE
LLP, in Los Angeles, California.

                        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.


EVENT RENTALS: Seeks Authority to Assume CFO Agreement with Tatum
-----------------------------------------------------------------
Event Rentals, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to assume an
agreement dated Nov. 22, 2013, between Debtor Classic Party
Rentals, Inc., and Randstad Professionals US, LP, d/ba Tatum.

Under the agreement, Randstad agreed to provide Classic a chief
financial officer.  Ultimately Andre Oberholzer was selected to
serve the Debtors' interim CFO.  All payments to Mr. Oberholzer,
including, among other things, on account of his salary and
benefits, are made by Tatum.  In exchange, the Debtors (i) provide
Tatum with standard indemnification provisions limiting Tatum's
liability to certain amounts actually paid pursuant to the Interim
Services Agreement, (ii) paid Tatum a $40,000 security deposit,
and (iii) pay Tatum a fee of $10,000 per week plus $250 per hour
for any hours worked by Mr. Oberholzer in excess of 55 hours per
week, along with the reimbursement of certain expenses.

The Debtors' counsel, John H. Strock, Esq., at Fox Rothschild LLP,
in Wilmington, Delaware, asserts that Mr. Oberholzer's expertise
has been crucial to the Debtors' survival during a difficult
period in their history.  More specifically, Mr. Oberholzer has
substantially contributed to the Debtors' ability to operate their
businesses during a period of severely restrained liquidity, as
well as the Debtors' ability to prepare for and file the Chapter
11 Cases in a well-planned and organized fashion, Mr. Strock adds.
Accordingly, in order to preserve the value of the Debtors'
estates, it is critical that the Debtors secure Mr. Oberholzer's
continued services, Mr. Strock further asserts.

In connection with the assumption, the Debtors will pay Tatum a
cure amount equal to $8,000, representing the accrued but unpaid
Tatum Fees on account of prepetition services provided by Tatum
pursuant to the Interim Services Agreement.

The Debtors are also represented by Jeffrey M. Schlerf, Esq., and
L. John Bird, Esq., at FOX ROTHSCHILD LLP, in Wilmington,
Delaware; John K. Cunningham, Esq., at WHITE & CASE LLP, in Miami,
Florida; and Craig H. Averch, Esq., at WHITE & CASE LLP, in Los
Angeles, California.

                        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.


EVPP LLC: Appeal on Foreclosure of Condo Units Rejected
-------------------------------------------------------
EVPP LLC and Robert R. Rokenfield appeal a decision of the Butler
County Court of Common Pleas in favor of Eagle's View Professional
Park Condominium Unit Owner's Association, Inc., and Michael
Yoakum, Mark Schroder, Thomas Sullivan, Michael White, Chris
Eubank, and Chris Boerger, which ordered EVPP et al. to comply
with an extra-judicial "Right to Sell Agreement" and close on the
sale of certain properties.

In a Feb. 18 dated Opinion, the Court of Appeals of Ohio, Twelfth
District, Butler County, dismissed the appeal for lack of a final
appealable order.

The matter began as a foreclosure action. The Association
maintains and operates Eagle's View Professional Park, a multi-
building, multi-unit professional condominium development.  EVPP,
a member of the Association, owns 16 units in the Eagle's View
Professional Park.  On Oct. 31, 2011, the Association filed a
foreclosure complaint against EVPP to foreclose on liens for
unpaid condominium assessments.  The complaint also named Stock
Yards Bank and Trust Company as a defendant as it held a mortgage
on the properties.  Stock Yards answered the Association's
complaint and filed its own cross-claim in foreclosure and a
third-party complaint against Mr. Rockenfield.  Mr. Rockenfield is
the "Member/Manager" of EVPP, and he personally guaranteed EVPP's
loans to Stock Yards.  As to EVPP, Stock Yards requested judgment
on the note and that the properties be foreclosed.  With regards
to Mr. Rockenfield, Stock Yards requested judgment against Mr.
Rockenfield in the full amount of the debt.

On Oct. 26, 2012, a decree in foreclosure was filed by way of an
agreement.  The Association and EVPP entered into an "Agreed Final
Appealable Judgment/Order" which granted judgment in favor of the
Association for unpaid assessments and attorney fees and ordered
foreclosure of the properties and a subsequent sale. The Entry
also determined the priority of the liens on the property.

EVPP, the Association, and Stock Yards entered into a "Right to
Sell Agreement" which provided that the properties would be sold
at a public auction by a private auctioneer, rather than at a
sheriff's sale.  The following terms for the sale were also agreed
upon by the parties: a $500 budget to advertise for the auction;
the properties would be sold without a minimum bid; and the
properties would be sold without a reserve. In addition, the
Association agreed to release its liens on the properties in
exchange for $5,000 to be paid at the closing of the sales.  Stock
Yards also agreed to release its mortgage upon "receipt of total
gross sale proceeds less tax proration and the $5,000 payment to
the Association."

The auction was conducted on Dec. 8, 2012. The properties were
purchased at this auction by Michael Yoakum et al.  Purchase
contracts were subsequently entered into for each of the
properties.  In an effort to avoid the sales, EVPP filed a Chapter
11 bankruptcy petition.  On June 4, 2013, the U.S. Bankruptcy
Court Southern District of Ohio Western Division dismissed the
bankruptcy petition as having been filed in bad faith.

On June 26, 2013, the Association filed a motion to compel, which
is the subject of the present appeal.  In its motion to compel,
the Association asserted that EVPP refused to close on the sale of
the properties pursuant to the purchase contracts that were
entered into as a result of the agreed upon Dec. 8, 2012 auction.
The Association requested the court to order "EVPP, LLC's
performance and to enforce the subject Right to Sell Agreement by
compelling [EVPP] to close on the sale of the properties" to the
purchasers.  On June 27, 2013, the purchasers of the units filed a
motion to intervene, as well as a memorandum in support of the
motion to compel. The court granted purchasers' motion to
intervene and accepted their memorandum in support of the motion
to compel.

EVPP failed to timely respond to the motion to compel, and on July
26, 2013, the court granted the Association's motion.  EVPP and
Rockenfield appealed the decision by the trial court ordering them
to close on the sale of the properties to purchasers.  EVPP and
Mr. Rockenfield assert one assignment of error for the appellate
court's review.

According to the appeals court, the July 26, 2013 order which EVPP
and Mr. Rockenfield now appeal is not a final appealable order as
it fails to fully dispose of all the claims and parties and it
does not include a language under Fed.R.Civ.P. 54(B).
A copy of the Appeals Court's Feb. 18 Opinion is available at
http://is.gd/V57KVOfrom Leagle.com.

The appellate case is EAGLE'S VIEW PROFESSIONAL PARK CONDOMINIUM
UNIT OWNERS ASSOCIATION, INC., Plaintiff-Appellee, v. EVPP, LLC,
et al., Defendants-Appellants, No. CA2013-07-132, 2014-Ohio-565
(Ohio App.).

Eagle's View Professional Park Condominium Unit Owner's
Association, Inc., is represented by in the case:

     Lisa M. Conn, Esq.
     CUNI, FERGUSON & LEVAY CO., L.P.A.
     10655 Springfield Pike
     Cincinnati, OH 45215

EVPP and Robert R. Rockenfield are represented by:

     Rex A. Wolfgang, Esq.
     246 High Street
     Hamilton, OH 45011

Stock Yards Bank & Trust Co. is represented by:

     Paul T. Saba, Esq.
     2623 Erie Avenue
     Cincinnati, OH 45208

Intervenors, Michael Yoakum, Mark Schroder, Thomas Sullivan,
Michael White, Chris Eubank and Chris Boerger, are represented by:

     J. Michael Debbeler, Esq.
     Cara R. Hurak, Esq.
     GRAYDON HEAD & RITCHEY LLP
     1900 Fifth Third Center
     511 Walnut Street
     Cincinnati, OH 45202
     E-mail: mdebbeler@graydon.com
             churak@graydon.com

Eagle's View Professional Park Condominium Unit Owner's
Association is now known as Fairfield Professional Park
Condominium Unit Owner's Association, Inc.

EVPP, LLC, fdba Eagle View Professional Park, in Mason, Ohio,
filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio Case No.
13-10005) on Jan. 2, 2013, in Cincinnati.  Bankruptcy Judge Burton
Perlman presided over the case.  Norman L. Slutsky, Esq. --
nslutsky@fuse.net -- at Slutsky & Slutsky Co. L P A, served as the
Debtor's counsel.  EVPP scheduled assets of $3,016,000 and
liabilities of $2,042,625.  A list of the Company's five unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ohsb13-10005.pdf The petition was
signed by Robert Rockenfield, sole member.


EXIDE TECHNOLOGIES: Tontine Capital No Longer Holds Common Stock
----------------------------------------------------------------
Tontine Capital Management, L.L.C., and its affiliated entities
filed with the U.S. Securities And Exchange Commission a SCHEDULE
13G/A (Amendment No.3) to disclose that they no longer hold shares
of Exide Technologies common stock.

The affiliated entities are TTR Management, LLC, which serves as
general partner to TTR Overseas Master Fund, L.P., with respect to
the shares of Common Stock directly owned by TTRMF; Tontine Asset
Associates, LLC, which serves as general partner of Tontine
Capital Overseas Master Fund II, LLC, with respect to the shares
of Common stock directly owned by TCOM II; and Jeffrey L. Gendell,
individually and as managing member of Tontine Capital.


FAUNUS GROUP: Files Motion for Receivership in Montreal Court
-------------------------------------------------------------
Mercator Transport Group Corporation on Feb. 20 disclosed that
Faunus Group International, Inc. ("FGI") has filed a motion with
the Superior Court, District of Montreal, to have a receivership
appointed with respect to certain of the Corporation's
subsidiaries, namely Mercator Transport International Inc.,
6432328 Canada Inc. ("Mercator Global Services"), Mercator Canada
Inc. and 6936954 Canada Inc. (previously "Mercator Transport
France Inc.").

The motion was filed pursuant to Section 243 of the Bankruptcy and
Insolvency Act (Canada), considering the expiry, as of February
14, 2014, of the previously announced Forbearance Agreement with
FGI.

                     About Mercator Transport

Mercator Transport specializes in air, ocean and ground freight
forwarding, international logistics and distribution.  Based in
Montreal (Canada), with offices in Lyon (France) and Buenos Aires
(Argentina), Mercator Transport offers value-added services in
global supply chain management, and designs tailor-made solutions.
Customer intimacy and commitment differentiates Mercator Transport
in its ability to implement customers' requirements.


FIRST INDUSTRIAL: Fitch Rates $200MM Unsecured Term Loan 'BB+'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' credit rating to First
Industrial, L.P.'s $200 million unsecured term loan.  Fitch
currently rates First Industrial Realty Trust, Inc. (NYSE: FR) and
First Industrial, L.P. (collectively, First Industrial) as
follows:

First Industrial Realty Trust, Inc.

   -- Issuer Default Rating (IDR) 'BB+';
   -- $75 million preferred stock 'BB-' (the company announced the
      redemption of these securities on Feb. 3, 2014).

First Industrial, L.P.

   -- IDR 'BB+';
   -- $625 million unsecured revolving credit facility 'BB+';
   -- $445.5 million senior unsecured notes 'BB+'.

The Rating Outlook is Positive.

On Jan. 29, 2014, First Industrial entered into an unsecured term
loan agreement under which First Industrial, L.P. is the borrower
and First Industrial Realty Trust, Inc. is the guarantor.  The
facility provides for a $200 million unsecured term loan and
allows First Industrial, L.P. to request incremental term loans
aggregating $100 million.  The facility was initially priced at
LIBOR plus 175 basis points.  The company entered into interest
rate swaps to effectively convert the LIBOR rate to a fixed
interest rate of approximately 4.04% per annum based on the
current LIBOR spread.  The unsecured term loan matures on Jan. 29,
2021.  The company will use the net proceeds from the unsecured
term loan for general business purposes, including, without
limitation, working capital needs, repayment of indebtedness and
the acquisition and development of property.  The financial
covenants and all other major terms of the unsecured term loan
agreement are identical to those of the company's $625 million
unsecured revolving credit facility.

Key Rating Drivers

Fitch upgraded First Industrial's IDR to 'BB+' on Dec. 17, 2013.
The upgrade centered on Fitch's expectation that the company will
improve its cash flow in excess of fixed-charges, primarily due to
increasing occupancy and recovering rents across the company's
granular industrial property portfolio.  The upgrade further
reflected First Industrial's improved financial flexibility as
measured by increased revolving credit facility capacity and
strong unencumbered asset coverage for the 'BB+' rating.  The
unsecured term loan improves the company's near- to medium-term
liquidity position.  The rating takes into account First
Industrial's heavy debt maturities in 2016 and lease-up risk
associated with the company's development pipeline.

The Positive Outlook reflects that the company's credit metrics
are approaching levels consistent with an investment-grade rating,
coupled with management's commitment to maintaining leverage that
is in line with an investment-grade credit.

Improving Cash Flow

Fitch anticipates that First Industrial will continue to increase
portfolio occupancy due to favorable supply-demand dynamics in
many of its markets.  Occupancy on in-service space was 91.2% as
of Sept. 30, 2013 compared with 89.9% as of Dec. 31, 2012 and
87.9% as of Dec. 31, 2011.  However, First Industrial has been
increasing occupancy to the detriment of rental rates; cash rental
rates declined by 2.8% year-to-date ended Sept. 30, 2013 compared
with a 4.7% decline in 2012 and 11.8% decline in 2011.

First Industrial's in-place rents are below market rates, which
should provide it with opportunities to increase rents in 2014 and
2015, when 16.8% and 16.1% of rents expire in 2014 and 2015,
respectively.  The company's cash flow is durable, absent tenant
credit issues, as shown by a weighted average lease term of
approximately six years as of Sept. 30, 2013.  In addition, tenant
retention on a square footage basis has been solid in the 70%-to-
80% range each quarter since 1Q2012.

Diversified Portfolio

The portfolio is not overly dependent on any given region or
tenant, with top markets as of Sept. 30, 2013 being Southern
California (9.7% of 3Q2013 rental income), Minneapolis/St. Paul
(7.5%), Central Pennsylvania (6.8%), Chicago (6.6%), and
Dallas/Ft. Worth (6.3%). First Industrial's top tenants as of
Sept. 30, 2013 were ADESA (2.8% of 3Q2013 rent), Quidsi (1.9%),
Ozburn-Hessey Logistics (1.8%), General Services Administration
(1.6%) and Harbor Freight Tools (1.2%).  Despite this
diversification by geography and tenant, First Industrial's
portfolio has an older vintage and generally of weaker quality, as
measured by average rent per square foot of $4.26.  This compares
with $4.81 for EGP, $4.96 for LRY's distribution portfolio, and
$5.59 for PLD.

Improved Financial Flexibility

In July 2013, First Industrial amended and restated its unsecured
revolving credit facility, increasing the capacity to $625 million
from $450 million, extending the maturity to September 2017
(before a one-year extension option) from December 2014 and
reducing the borrowing spread based on the company's current
leverage ratio to LIBOR plus 150 basis points from LIBOR plus 170
basis points.  In addition, a low AFFO payout ratio reflects the
company's good financial flexibility.  First Industrial's AFFO
payout ratio was 47.7% in 3Q2013 compared with 46.8% in 2Q2013 and
51% in 1Q2013 (the first quarter post-crisis in which it paid a
common stock dividend), indicative of strong internally generated
capital.

The company placed mortgage debt on the portfolio in recent years
on many of the company's stronger assets; unencumbered assets
represented 63.1% of total assets as of Sept. 30, 2013 compared
with the high 90% range pre-crisis.  However, unencumbered assets
(3Q2013 unencumbered NOI divided by a stressed capitalization rate
reflective of some adverse selection of 9.5%) covered net
unsecured debt by 2.2x as of Sept. 30, 2013 pro forma for the
unsecured term loan and redemption of preferred stock, which is
strong for the 'BB+' rating.

Improved Liquidity and Heavy 2016 Debt Maturities

As of Sept. 30, 2013 liquidity coverage (calculated as liquidity
sources divided by uses) is 2.0x for the period Oct. 1, 2013 to
Dec. 31, 2015 and improves to 2.4x pro forma for the unsecured
term loan and preferred stock redemption.  Sources of liquidity
include unrestricted cash, availability under the company's
unsecured credit facility, and projected retained cash flows from
operating activities after dividends and distributions.  Uses of
liquidity include debt maturities and projected recurring capital
expenditures and development costs.  After somewhat limited debt
maturities in 2014 and 2015, when 9.6% and 2.7% of debt matures
pro forma for the unsecured term loan, respectively, the company
is facing heavy maturities in 2016, when 20.1% of pro forma debt
matures.

Development Lease-Up Risk

The company is currently developing four properties in York, PA;
Moreno Valley (Inland Empire), CA; Los Angeles County, CA; and Los
Angeles, CA. Cost to complete is contained at 1% of gross asset
value as of Sept. 30, 2013. However, the pipeline entails lease-up
risk as all four projects are speculative projects that are
currently unleased.

Coverage and Leverage Warrant Positive Outlook

The company's fixed-charge coverage ratio was strong for the 'BB+'
rating at 1.9x in 3Q2013 pro forma for the unsecured term loan and
preferred stock redemption (1.9x during 3Q2013 and 1.6x for the
trailing 12 months ended Sept. 30, 2013) compared with 1.5x in
2012 and 1.2x in 2011.  This trend was driven by improving
fundamentals and therefore recurring operating EBITDA as well as
lower fixed charges including preferred stock dividends.  The
company redeemed preferred stock during the 12 months ended
Sept. 30, 2013 and announced the redemption of series F and series
G preferred stock on Feb. 3, 2014.  Fitch defines fixed-charge
coverage as recurring operating EBITDA less recurring capital
expenditures less straight-line rent adjustments divided by total
cash interest incurred and preferred stock dividends.

The company's Sept. 30, 2013 net debt to 3Q2013 recurring
operating EBITDA was 6.7x pro forma for the unsecured term loan
and preferred stock redemption (6.5x based on recurring operating
EBITDA for the trailing 12 months ended Sept. 30, 2013) compared
with 6.5x in 2012 and 7.2x in 2011.  Pro forma leverage is strong
for the 'BB+' rating.

Fitch anticipates that low-single digit same-store NOI growth will
result in fixed-charge coverage in the low-to-mid 2.0x range and
leverage in the mid 6.0x range, which is consistent with an
investment grade rating.  In a stress case not anticipated by
Fitch in which the company repeats same-store NOI declines
experienced in 2009-2010, coverage would remain in the low 2.0x
range but leverage could exceed 7.0x, which would be weak for an
investment-grade rating.

Preferred Stock Notching and Withdrawal

The two-notch differential between First Industrial's IDR and
preferred stock rating is consistent with Fitch's criteria for
corporate entities with an IDR of 'BB+'.  Based on Fitch research
titled 'Treatment and Notching of Hybrids in Nonfinancial
Corporate and REIT Credit Analysis', available on Fitch's web
site, these preferred securities are deeply subordinated and have
loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.  Fitch expects to
withdraw the 'BB-' ratings on the securities following the
redemption of these shares.

Rating Sensitivities

Taking into account First Industrial's lower asset quality and the
smaller size of its portfolio relative to other industrial REITs,
the following factors may result in an upgrade to 'BBB-':

   -- Sustained strength in leasing fundamentals;

   -- Fixed charge coverage sustaining above 2.0x (3Q'13 pro forma
      fixed-charge coverage is 1.9x);

   -- Leverage sustaining below 7.0x (3Q'13 pro forma leverage was
      6.7x).

These factors may result in negative momentum on the ratings
and/or Outlook:

   -- Further encumbering the portfolio to repay unsecured
      indebtedness;

   -- Fitch's expectation of fixed charge coverage sustaining
      below 1.5x;

   -- Fitch's expectation of net debt to recurring EBITDA
      sustaining above 8.0x;

   -- A sustained liquidity coverage ratio of below 1.0x.


FIRST MARINER: Obtains $2.5 Million DIP Facility From Purchaser
---------------------------------------------------------------
First Mariner Bancorp and RKJS Bank entered into a debtor-in-
possession credit agreement pursuant to which RKJS Bank agreed to
provide not more than $2.5 million to the Company.

The DIP Credit Agreement will provide a source of funds to the
Company to satisfy customary obligations associated with the
bankruptcy process.  The obligations under the DIP Financing
Facility are secured by all assets of the Company, including
without limitation a pledge of the stock of the Bank, which is the
Company's principal operating subsidiary.  All amounts outstanding
under the DIP Financing Facility will become due and payable on
the date that is four months from the first extension of credit
under the DIP Financing Facility or, in certain circumstances, an
earlier date.

The Company and RKJS Bank have made customary representations,
warranties and covenants in the DIP Credit Agreement.

The Company's ability to draw on any funds of the DIP Financing
Facility is subject to customary closing conditions, including,
among other things, the Bankruptcy Court entering an order
approving the DIP Financing Facility.

On Feb. 7, 2014, First Mariner Bancorp. and First Mariner Bank,
Maryland trust company and wholly owned subsidiary of the Company,
on the one hand, and RKJS Bank, a newly formed Maryland
corporation (the "Purchaser"), on the other hand, entered into a
Merger and Acquisition Agreement.  Pursuant to the terms and
subject to the conditions set forth in the Merger Agreement, the
Purchaser has agreed to purchase all of the issued and outstanding
shares of common stock of the Bank, as well as certain other
assets held in the name of the Company but used in the business of
the Bank, for a cash purchase price consisting of $4,775,000
million.

The DIP Financing Facility (including the DIP Credit Agreement) is
subject to approval by the Bankruptcy Court.  The Company filed a
motion in the bankruptcy proceeding requesting the Bankruptcy
Court's approval of the DIP Financing Facility.

A copy of the Merger and Acquisition Agreement is available at:

                        http://is.gd/ASPbTc

A copy of the Superpriority Debtor-in-Possession Credit Agreement

                        http://is.gd/YcKSXy

                      Amends Bonus Agreements

On Feb. 7, 2014, the Bank entered into Amendments to Retention and
Success Bonus Agreements with Mark A. Keidel, president, chief
operating officer and interim chief executive officer of the
Company and the Bank, and Paul B. Susie, chief financial officer
of the Company and the Bank.  Under the Agreements, Mr. Keidel and
Mr. Susie agreed, effective upon the closing of the Merger, to
amend and restate their existing Bonus Agreements to provide that
each is entitled to receive additional retention bonus payments
totaling $10,000 and $6,000, respectively, through the end of
March, 2014, should such individual remain an employee of the Bank
or be terminated by the Bank without "Just Cause".  Effective upon
the closing of the Merger, the Employees also resigned from
employment with the Bank, effective Dec. 31, 2014.  From the
closing of the Merger through Dec. 31, 2014, each Employee will
continue to receive his base salary as currently in effect and
will have such responsibilities as assigned to him from time to
time by the Board of Directors of the Bank or management of the
Bank upon reasonable advance notice.  The Employees further
acknowledges that they are not entitled to any further payments of
any kind pursuant to the Bonus Agreement after April 1, 2014, or
prior to April 1, 2014, if the Employee is terminated by the Bank
for Just Cause.

A full-text copy of the Form 8-K is available for free at:

                        http://is.gd/Lc14pL

                    About First Mariner Bancorp

First Mariner Bancorp -- http://www.1stMarinerBancorp.com-- is a
bank holding company. Its wholly owned banking subsidiary, 1st
Mariner Bank, operates 16 full service bank branches in Baltimore,
Anne Arundel, Harford, Howard and Carroll counties in Maryland,
and the City of Baltimore. 1st Mariner Mortgage, a division of 1st
Mariner Bank, operates retail offices in Central Maryland, the
Eastern Shore of Maryland, and portions of Northern Virginia.  1st
Mariner Mortgage also operates direct marketing mortgage
operations in Baltimore.  First Mariner Bancorp's common stock is
quoted on the OTC Bulletin Board under the symbol "FMAR".

First Mariner Bancorp filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 14-11952) on Feb. 10, 2014.  Mark A.
Keidel signed the petition was chief executive officer.  The
Debtor disclosed total assets of $5.45 million and total debts of
$60.52 million.  Kramer Levin Naftalis & Frankel LLP serves as the
Debtor's bankruptcy counsel.  Yumkas, Vidmar & Sweeney, LLC, is
the Debtor's local counsel.  Kilpatrick Townsend & Stockton LLP is
the Debtor's regulatory & corporate counsel.  Sandler O'Neill +
Partners, L.P., acts as the Debtor's investment banker and
financial adviser.  The Hon. David E. Rice oversees the case.


FOC AIRPORT: Case Summary & 5 Unsecured Creditors
-------------------------------------------------
Debtor: FOC Airport Limited Partnership
        P.O. Box 12440
        Chandler, AZ 85248

Case No.: 14-02050

Chapter 11 Petition Date: February 20, 2014

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

Judge: Hon. Eddward P. Ballinger Jr.

Debtor's Counsel: S. Cary Forrester, Esq.
                  FORRESTER & WORTH, PLLC
                  3636 North Central Avenue, Suite 700
                  Phoenix, AZ 85012
                  Tel: 602-271-4250
                  Fax: 602-271-4300
                  Email: scf@forresterandworth.com

Total Assets: $2.14 million

Total Liabilities: $1.74 million

The petition was signed by Steven Fisher, managing member AZCAR
Enterprises LLC, general partner.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb14-2050.pdf


FORT & VREELAND: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Fort & Vreeland Plaza LLC
        27000 Fort
        Brownstown, MI 48183

Case No.: 14-42506

Chapter 11 Petition Date: February 21, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Walter Shapero

Debtor's Counsel: Robert N. Bassel, Esq.
                  ROBERT BASSEL, ATTORNEY
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  Email: bbassel@gmail.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Iven Sharrak, principal.

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


FOUR GRAHAMS: Case Summary & 13 Unsecured Creditors
---------------------------------------------------
Debtor: Four Grahams, Inc.
           dba Gallagher's Eatery & Pub
           dba Gallagher's Eatery & Pub
        4210 Stadium Drive
        Kalamazoo, MI 49008

Case No.: 14-00929

Chapter 11 Petition Date: February 19, 2014

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Hon. Scott W. Dales

Debtor's Counsel: Cody H. Knight, Esq.
                  RAYMAN & KNIGHT
                  141 East Michigan Ave, Ste 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  Email: courtmail@raymanstone.com

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paul C. Graham, Sr., president.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/miwb14-929.pdf


FREEDOM INDUSTRIES: To Shut Down Operations, Hires Experts
----------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
the company at the center of January's chemical spill and
subsequent water contamination in West Virginia says it will wind
up its business as it completes the process of cleaning up the
spill site.

According to the Journal, Freedom Industries Inc. is working to
revise plans for bankruptcy financing with a view toward
abandoning the effort to keep going as an operating business, the
chemical-supply company's lawyer, Mark Freedlander of McGuireWoods
LLP, told Judge Ronald Pearson at a bankruptcy court hearing on
Feb. 21.

The announcement marks the beginning of the end for the small
company at the center of last month's environmental accident, in
which some 10,000 gallons of a coal-treatment chemical called
crude MCMH spilled from a Freedom-owned site into the Elk River,
triggering a water ban from state environmental authorities that
affected some 300,000 people, the Journal said.

Andrea Lannom, writing for Charleston Daily Mail, reported that
Judge Pearson has granted Freedom Industries' request to expedite
a hearing over whether it can hire experts and consultants and
subsequently approved the hiring of environmental lawyers and
other experts.  The company would like to hire experts and
consultants to assist in remediation of the site, help preserve
evidence, and help in the defense against lawsuit allegations, the
Daily Mail report said, citing court documents.  In approving the
hiring of professionals, Judge Pearson noted that Freedom's
cleanup obligations are a high priority, the Journal related.

                    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.


GARLOCK SEALING: Ruling Gives Asbestos Defendants Discovery Hammer
------------------------------------------------------------------
Law360 reported that a bankruptcy judge recently allowed Garlock
Sealing Technologies LLC to root out the type of evidence
suppression defendants have long suspected of asbestos plaintiffs,
handing companies ammunition to probe foul play by their
adversaries and persuading other courts to allow the
investigations.

According to the report, for years, defendants have accused
asbestos plaintiffs of withholding evidence about claims they've
filed against other companies. By disingenuously claiming they
only have claims against a single company, plaintiffs were able to
maximize their recovery, defense attorneys have argued.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GENCO SHIPPING: Working on Prepack with Bondholder Group
--------------------------------------------------------
The Deal reported that Genco Shipping & Trading Ltd. is working
with a group of its bondholders toward negotiating a prepackaged
bankruptcy filing, sources said.

According to the report, the New York-based global shipowner,
which transports iron ore, coal, grain, steel products and other
dry-bulk cargo, is being advised by financial advisers at
Blackstone Advisory Partners LP and legal counsel at Kramer Levin
Naftalis & Frankel LLP on its restructuring.  The Deal related
that Kenneth H. Eckstein, Adam C. Rogoff, Thomas E. Molner,
Stephen D. Zide and Randal D. Murdock at Kramer Levin are advising
the company.

A group of bondholders was formed roughly two months ago and
includes Fidelity Management & Research Co., Advantage Capital
Management and hedge fund Kayne Anderson Capital Advisors LP, the
Deal, citing sources, related.  The bondholder group's legal
counsel is Akin Gump Strauss Hauer & Feld LLP and Jeffrey Pribor
and Richard Morgner at Jefferies LLC are providing financial
advice, sources said.  Dennis F. Dunne at Milbank, Tweed, Hadley &
McCloy LLP is advising the bank lenders, the sources said.

The report, further citing the sources, said Genco could have a
prepack in place within a month.  Genco on Feb. 18 missed a $3.1
million semiannual interest payment on its $125 million in 5%
convertible senior notes due Aug. 15, 2015.  Bank of New York
Mellon is the indenture trustee on the notes, Genco disclosed in
filings with the Securities and Exchange Commission on Feb. 19.
The shipping company has a 30-day grace period to make up the
missed payment and has reached a waiver agreement with its
lenders, giving it even more time before it would face default.

Genco Shipping & Trading Limited is a New York-based company
engaged in the transportation of drybulk cargoes worldwide through
its subsidiaries' ownership and operation of drybulk carrier
vessels.


GRAHAM LAND: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Graham Land Development Enterprise, LLC
           dba Graham Land
        7105 Oak Highlands Drive
        Kalamazoo, MI 49009

Case No.: 14-00928

Chapter 11 Petition Date: February 19, 2014

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Hon. Scott W. Dales

Debtor's Counsel: Cody H. Knight, Esq.
                  RAYMAN & KNIGHT
                  141 East Michigan Ave, Ste 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  Email: courtmail@raymanstone.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paul C. Graham, Sr., manager.

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


GREEN EARTH: Posts $1.73-Mil. Net Income in Dec. 31 Quarter
-----------------------------------------------------------
Green Earth Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net income of $1.73 million on $616,000 of net sales for the three
months ended Dec. 31, 2013, compared to a net loss of $4.35
million on $1.27 million of net sales for the same period in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $8.45 million
in total assets, $21.4 million in total liabilities, and
stockholders' deficit of $12.96 million.

Due to the Company's limited capital, recurring losses and
negative cash flows from operations and the Company's limited
ability to pay outstanding liabilities, there is substantial doubt
about its ability to continue as a going concern.

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

                       http://is.gd/JnVWqk

Headquartered in Celebration, Florida, Green Earth Technologies,
Inc. develops a range of eco-friendly and bio-based performance
and cleaning products under its G-OIL(R) and G-CLEAN(R) brands.


GREGORY GLOVER: R.C. Capital May Pursue Eviction Case
-----------------------------------------------------
Bankruptcy Judge Susan D. Barrett in Augusta, Georgia, granted the
expedited Motion for Relief from Stay filed by R.C. Capital, LLC,
to continue its eviction proceeding against sublessee QSR Equity
Company.

QSR Equity Company entered into a sublease with R.C. Capital on
Nov. 20, 2012 for the premises known as 407 Fury's Ferry Road,
Augusta, GA, to operate a restaurant.  The sublease incorporated
the terms of the lease between Southeast US Retail Fund L.P. and
R.C. Capital dated March 10, 2005.

A copy of the Court's Feb. 19, 2014 Opinion and Order is available
at http://is.gd/RoXsS4from Leagle.com.

Gregory Glover d/b/a QSR Equity, LLC, filed a pro se Chapter 11
petition (Bankr. S.D. Ga. Case No. 13-12445) on Dec. 31, 2013.


GYMBOREE CORP: Bank Debt Trades at 9% Off
-----------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 90.61 cents-on-the-
dollar during the week ended Friday, February 21, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.36
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Feb. 23, 2018.  The bank
debt carries Moody's B2 and Standard & Poor's B- rating.  The loan
is one of the biggest gainers and losers among 204 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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


HERITAGE HOUSE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Heritage House, L.L.C.
        8520-22 Chef Menteur Hwy.
        New Orleans, LA 70127

Case No.: 14-10317

Chapter 11 Petition Date: February 19, 2014

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Hon. Jerry A. Brown

Debtor's Counsel: Barry W. Miller, Esq.
                  HELLER, DRAPER, PATRICK, HORN & DABNEY, LLC
                  P.O. Box 86279
                  Baton Rouge, LA 70879-6279
                  Tel: (225) 767-1499
                  Fax: (225) 761-0706
                  Email: bmiller@hellerdraper.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Christopher S. Anderson, duly
authorized managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/laeb14-10317.pdf


HOPE ACADEMY: Fitch Affirms 'BB' Rating on $8.885MM Bonds
---------------------------------------------------------
Fitch Ratings affirms the 'BB' rating on approximately $8.885
million of outstanding public school academy limited obligation
revenue bonds, series 2011, issued by the Michigan Finance
Authority on behalf of Hope Academy (Hope, Academy).

The Rating Outlook is Stable.

Security

Pledged revenues consist of up to 20% of state allocated per pupil
foundation allowance (PPFA), and all other legally available,
unrestricted funds.  The trustee intercepts the pledged revenues
from the State of Michigan monthly, for bond debt service, prior
to remitting excess funds to Hope.  In addition to the intercept,
bondholders benefit from a property mortgage and a cash-funded
debt service reserve equal to maximum annual debt service (MADS).
There is a debt service annual coverage (DSC) covenant of at least
1.1x.

Key Rating Drivers

WEAK BALANCE SHEET AND OPERATIONAL VOLATILITY: Hope's operating
performance, balance sheet resources and debt burden metrics have
fluctuated downward due to moving into a new building (fiscal
2012) and upward when hosting an alternative high school year
(fiscal 2013). The balance sheet remains slim for the rating
category.

ACADEMIC PERFORMANCE FALLS SHORT: Hope has demonstrated low
academic performance in the last three years, in part due to a
sizeable special education population.  Given significant weight
placed on academic performance in the charter renewal process,
Hope remains susceptible to non-renewal risk, even though its
charter was renewed in June 2013 for a three-year term.  This term
was shorter than its prior three five-year charter terms.

STRONG ENROLLMENT: Hope has grown enrollment in recent years as a
result of adding 7th and 8th grade classes.  This growth has met
or exceeded projections despite academic issues, and lends
stability to the rating.

CAPABLE MANAGEMENT TEAM: The management team exhibits academic
expertise, fiscal conservatism and dedication to the local
community. However, implementation of academic initiatives could
further stress already limited financial flexibility.

Rating Sensitivities

ACADEMIC PERFORMANCE: Failure to improve academic performance
generally, and under the state-required academic transformation
plan, could heighten renewal risk.

FINANCIAL PERFORMANCE: Maintaining balanced operating performance,
generating positive debt service coverage, building reserves, and
meeting bond covenants are important to maintaining Hope's current
rating.

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

Credit Profile

Hope Academy is a K-8 charter school located near the historic
district of Detroit, MI (the city), and serves students living in
the city and surrounding suburbs.  Hope has operated since 1998,
having received an initial five-year charter and two subsequent
five-year renewals (through June, 2013).  Eastern Michigan
University (EMU) reauthorized Hope's current charter for only
three years, effective through June 2016, due in part to academic
performance.  Most students are considered low income and qualify
for free or reduced lunch assistance.

Proceeds of the series 2011 bonds funded the purchase of a
facility (formerly a Detroit Public School building) with a
capacity of about 700 students.  This allowed Hope to add seventh
and eighth grades. As of the 2012/2013 academic year, Hope was
fully moved into the new space, and serves K-8 as planned.
Management continues to study adding on grades 9-12. Enrollment
for fall 2013 was 705 students, but by mid-year had dipped to
around 656.

A separate alternative high school shared Hope's facility - and
its charter authorization - on a temporary basis for the 2012/2013
academic year only.  Only Hope occupies the facility in 2013/2014.
Hope uses an out-sourced chief financial officer (CFO), who also
serves as the CFO of Black Family Development, Inc.  Hope's in-
house management team has not changed, which Fitch notes
positively.

Slim Operating Performance

Hope's operating margin has fluctuated widely in recent years. It
was modestly negative in four out of the last six years, was
negative 9.5% in 2012, and returned to positive 1.5% in fiscal
2013.  The negative margin in fiscal 2012 was in large part due to
delays in moving into the new building and related non-recurring
expenses.  The stronger fiscal 2013 results include financial
operations of an alternative high school (grade 9 only) which is
no longer part of Hope and will not be included in its 2014 audit
results.

In Fitch's view, the variable financial results underscore Hope's
limited ability to absorb unanticipated revenue or expense
fluctuations.  For the current fiscal 2014 budget, the school
budgeted a modest surplus.  Interim financial reports for the
first two quarters of the year indicate operations are balanced.
However, Fitch will monitor the financial impact of the mid-year
enrollment decline once the fiscal 2014 audit becomes available.

Generally Sufficient Debt Service Coverage

Positively, Hope has achieved at least 1.0x current coverage in
all but one of the last six years.  Fiscal 2013 MADS coverage,
reflecting the series 2011 bonds, was 1.5x.  An exception was
fiscal 2012, in which non-recurring expenses related to the new
facility resulted in a $561,000 operating deficit and only 0.4X
MADS coverage.

Limited Balance Sheet

Hope has a very limited balance sheet. Available funds, defined as
cash and investments not permanently restricted, declined to
$145,000 at June 30, 2013.  This represented a very modest 1.9% of
annual operating expenses ($7.8 million) and 1.6% of outstanding
debt ($8.9 million).  Fitch considers this slim liquidity level
low for the 'BB' rating category.

In addition, the school utilizes a bank line ($300,000) and a
state aid anticipation note ($650,000) to smooth cash-flow during
the academic year.  The Stable Outlook indicates Fitch's
expectation that Hope's positive 2013 operating results and
positive debt service coverage will continue.  This should, over
time, grow available funds to a level more consistent with the
'BB' rating, and reduce reliance on short-term note and bank line
borrowing for working cash.

Academic Performance

In each of the last three academic years (fiscal 2011, 2012 and
2013), Hope has failed to achieve federally mandated AYP (annual
yearly progress) targets.  Starting in academic year 2012/2013,
Michigan received a U.S. Department of Education waiver from
AYP/no child left behind requirement standards, and was thus
allowed to set its own standards.  However, Hope continues to be
an under-performing institution, and Michigan ranked it as a
'Priority' school in 2013, one with academic growth and
achievement among the lowest 5% in the state.  As such, it has
filed an academic transformation plan with the state, and is
working to improve academic indicators and testing results. Like
other schools in Michigan and the U.S., Hope is also preparing for
Common Core academic standards, for which the first year is
expected to be 2014/2015.

Hope's charter authorizer noted that a single statistic determines
'priority' status, which for Hope is the academic performance
between its highest and lowest performing students, ranked state-
wide.  Hope maintains a sizeable special education population,
about 13% of enrollment, whose performance typically lags the
traditional population and contributed to the academic status.

Recent Charter Renewal

EMU, Hope's authorizer, noted that academic performance is
weighted heavily in the renewal considerations.  EMU renewed
Hope's charter effective June 2013, but for a three-year period
instead of the standard (and former) five-year period.  This
change was due in part to Hope's academic performance.

There are substantial changes to the academic performance review
process in the state, which Fitch will monitor.  Importantly,
enrollment at Hope Academy has not suffered as a result of the
academic ranking.  However, Fitch continues to view Hope's charter
renewal risk as heightened.

Alternative High School

In fall 2012 (fiscal 2013), Hope Academy Schools of the Future
(HASF) enrolled about 104 ninth grade students in a separately
managed alternative high school program targeting at-risk
students.  The program had a strong technology component.  HASF
shared Hope's facility and was authorized under Hope's charter for
one year, and HASF operations were incorporated in the fiscal 2013
audit.  As of the 2013/2014 academic year, HASF does not operate
in Hope's facility or within Hope's charter contract.  No HASF
operations are included in the fiscal 2014 or future financial
statements.


INDIANAPOLIS DOWNS: 3rd Cir. Affirms Deal With Cordish Entities
---------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit upheld a District
Court order affirming the decision of the Bankruptcy Court
approving a settlement between Indianapolis Downs LLC, n/k/a ID
Liquidation One, LLC; and Indiana Downs Capital Corp. n/k/a ID
Liquidation Two, Inc., on the one hand, and Power Plant
Entertainment Casino Resorts Indiana, LLC and Live!Holdings, LLC
-- the Cordish Entities -- on the other.

Ross J. Mangano, both individually and as the trustee of the Jane
C. Warriner Trust dated February 26, 1971, the J. Oliver
Cunningham Trust dated February 26, 1971, the Anne C. McClure
Trust dated February 26, 1971, Oliver Estate, Inc., Oliver Racing,
LLC, Troon & Co., and John C. Warriner, took an appeal from the
District Court's order affirming the Bankruptcy Court's approval
of the settlement.

"We will not disturb the Bankruptcy Court's ruling as there was an
adequate factual basis to approve the Settlement," the Third
Circuit said.

The Cordish Entities and the Debtors entered into an agreement for
the Cordish Entities to construct and manage the casino, and a
trademark license agreement.  The trusts that are among the Oliver
Parties provided "equity behind the casino."

In 2010, the Debtors, believing that the Cordish Entities engaged
in questionable accounting actions in connection with the
construction and management of the casino, terminated the
Management Agreement.  The Cordish Entities challenged the
termination and demanded arbitration.  The Debtors asserted
counterclaims and defenses in the arbitration against the Cordish
Entities based on the alleged mismanagement of the casino.

In February 2011, the Cordish Entities filed suit in Maryland
state court against the Oliver Parties and others seeking to
recover damages from the termination of the Management Agreement,
including for slander allegedly committed by the Oliver Parties.
The Cordish Entities did not name the Debtors as defendants in the
Maryland Litigation.

Two months later, the Debtors commenced Chapter 11 bankruptcy
proceedings. Among the creditors are the Cordish Entities, the
Oliver Parties, Fortress Investment Group, and the Ad Hoc
Committee.  The Ad Hoc Committee and Fortress held a large
majority of the Debtors' debt.

As part of the Chapter 11 proceeding, the Debtors also commenced
an adversary proceeding to enjoin the Maryland Litigation because
of its relation to the Debtors' bankruptcy case, but the
Bankruptcy Court ultimately denied the Debtors' request for
injunctive relief.

In August 2011, the Debtors unsuccessfully sought to settle their
disputes with the Cordish Entities. Thereafter, the Debtors filed
a motion under Fed. R. Bankr. P. 2004 for permission to obtain
discovery from the Cordish Entities about the Counterclaims, but
it was denied.

On Feb. 13, 2012, the Cordish Entities filed a motion for the
allowance and payment of an administrative expense claim against
the bankruptcy estate, which consisted of an administrative
priority claim for no less than $33 million based on the Debtors'
post-petition use of the Cordish Entities' trademarks.  In
response, on March 9, 2012, the Debtors filed a complaint against
the Cordish Entities to contest the Administrative Claim and
assert the Counterclaims.  The Bankruptcy Court ultimately
dismissed the Cordish Adversary Action, concluding that it arose
from pre-petition activity that was subject to binding
arbitration.

Thereafter, the Debtors, the Oliver Parties, Fortress, and the Ad
Hoc Committee filed objections to the Administrative Claim, with
the Debtors asserting that the Administrative Claim should be
reduced by any amounts awarded to the Debtors in the Arbitration
based on the Counterclaims. Two days before the trial on the
Administrative Claim, the Debtors and the Cordish Entities settled
all claims between them.  The Settlement allowed for an
Administrative Claim of $3.5 million, a reduced unsecured claim
for the Cordish Entities, a release of the Debtors' Counterclaims,
a letter disclaiming any wrongdoing by the Cordish Entities, and
the rejection of all agreements between the parties. Fortress and
the Ad Hoc Committee supported the Settlement, but the Oliver
Parties objected to it.  Following oral argument, the Bankruptcy
Court approved the Settlement. The Oliver Parties appealed that
approval to the District Court, and the District Court affirmed.
The Oliver Parties elevated the matter to the Third Circuit.

A copy of the Third Circuit's Feb. 19 Opinion is available at
http://is.gd/2Wcj3Lfrom Leagle.com.

                     About Indianapolis Downs

Indianapolis Downs LLC operated Indiana Live --
http://www.indianalivecasino.com/-- a combined race track and
casino at a state-of-the-art 283 acre Shelbyville, Indiana site.
It also operates two satellite wagering facilities in Evansville
and Clarksville, Indiana.  Total revenue for 2010 was $270
million, representing an 8.7% increase in 2009.  The casino
captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375 million on secured notes and $72.6 million on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.

David W. Carickhoff, Esq., at Blank Rome LLP; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, DC, represent the Ad Hoc Second Lien Committee.

Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, LLP;
and Brian L. Shaw, Esq., at Shaw Gussis Fishman Wolfson & Towbin
LLC, represent the so-called Oliver Parties.  The Oliver Parties
consist of Ross J. Mangano, both individually and as the trustee
of the Jane C. Warriner Trust dated February 26, 1971, the J.
Oliver Cunningham Trust dated February 26, 1971, and the Anne C.
McClure Trust dated February 26, 1971, Troon & Co., John C.
Warriner, Oliver Estate, LLC, and Oliver Racing, LLC.

Matthew Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP; and
Kristopher Hansen, Esq., Stroock & Stroock & Lavan, represent
Fortress Investment.

Indianapolis Downs' Chapter 11 Plan of Reorganization Plan became
effective, and the Company emerged from Chapter 11 protection in
April 2013.  The Court officially confirmed the Plan on March 20,
2013.  The Plan is based on a sale of the business to rival and
casino operator Centaur Gaming Inc. for $500 million.  Senior
management and equity holders objected to confirmation of the
Plan.


J&S PRIDE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: J&S Pride, LLC
           dba Wyndham Garden
        5301 State Line Avenue
        Texarkana, TX 75503

Case No.: 14-50035

Chapter 11 Petition Date: February 21, 2014

Court: United States Bankruptcy Court
       Eastern District of Texas (Texarkana)

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  ATTORNEY AT LAW & MEDIATOR
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Randeep S. Dhillon, acting manager.

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


JC PENNEY: Bank Debt Trades at 4% Off
-------------------------------------
Participations in a syndicated loan under which JC Penney is a
borrower traded in the secondary market at 96.29 cents-on-the-
dollar during the week ended Friday, February 21, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.13
percentage points from the previous week, The Journal relates.
JC Penney pays 500 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 29, 2018 and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                         About J.C. Penney

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

                           *     *     *

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


JETBLUE AIRWAYS: Fitch Affirms 'B' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed the ratings for JetBlue Airways Corp.
(JBLU) at 'B'.  The Rating Outlook is Stable.  Fitch has also
upgraded JBLU's unsecured rating to 'B-/RR5' from 'CCC+/RR6' and
assigned a rating of 'BB/RR1' to JetBlue's senior secured credit
facility.

Key Rating Drivers

JetBlue's ratings are supported by operating margins at the high
end of its North American peer group, consistent profitability,
solid liquidity, and a growing presence in key markets.  Fitch
views JetBlue's credit profile as improving and may consider a
positive revision to the outlook or ratings in the near term if
trends continue.  The ratings remain constrained by high leverage,
heavy upcoming capital requirements, a growth strategy that is
more aggressive than its peers, and a certain amount geographic
concentration in the U.S. East Coast.

Operating Performance Trending Positive: Fitch expects the
generally positive operating trends seen in 2013 to continue over
the near term.  Further revenue growth will be driven by capacity
additions in JetBlue's key growth markets such as Fort Lauderdale,
Latin America and the Caribbean.  The company will also be adding
flights out of Washington Reagan (DCA), after securing 20 takeoff
and landing slot pairs from American Airlines.  Twelve of the
pairs were part of the assets that American was required to
auction off related to its merger with US Airways.  JBLU already
operated out of the remaining eight pairs which were previously
leased from American.

DCA is an important airport given its proximity to downtown
Washington D.C., and JBLU's added slots should represent a good
growth opportunity.

Results in 2014 should also be supported by a healthy operating
environment. Fitch expects modest GDP growth in the U.S. and
limited capacity additions by most North American carriers to keep
load factors high and be supportive of increasing yields.

For 2013 passenger revenue per available seat mile (PRASM) was up
2.3%. Unit revenue growth was below average compared to the legacy
U.S. carriers but remained positive despite a 6.9% increase in
available seat miles (ASMs).  JetBlue plans to continue adding
capacity for the foreseeable future with ASMs expcted to be up by
5%-7% in 2014.  Future capacity additions may limit unit revenue
growth. However, seats will largely be added on key markets that
are underserved by legacy U.S. carriers and where JBLU can build
and maintain a meaningful presence.  In this way JBLU has managed
to post positive unit revenue results each year coming out of the
recession despite its notable capacity additions and Fitch expects
that trend to continue going forward.

Positive revenue expectations are partly offset by non-fuel cost
pressures, which Fitch expects to continue in 2014.  Cost
pressures will largely be driven by rising wages.  JetBlue
recently agreed to a pay increase for its pilots of 20% over the
next three years as a part of the company's goal to offer peer
competitive wages.  Increased pilots salaries will equate to
roughly $145 million in extra compensation expense over the next
three years.

Despite rising wages, Fitch expects some margin expansion in the
near term.  Wage rate increases will be partially offset by
heightened maintenance costs experienced in 2013 that are expected
to ease.  The addition of more A321s to JetBlue's fleet in the
coming years should also provide some CASM benefit, as those
aircraft add incremental seats to existing routes with little
related incremental cost.

Solid Financial Flexibility for the Rating: Free cash flow (FCF)
was better than expected in 2013 primarily due to lower capital
spending.  JBLU produced $121 million of FCF for full year 2013,
which is up from -$127 million in 2012 (though cap ex in 2012
included a $200 million prepayment for 2013 aircraft deliveries,
that reduced FCF).  JetBlue has now produced positive FCF in three
out of the last four years despite sluggish economic growth and
persistently high fuel prices.

Going forward, FCF will come under pressure from heavy capital
requirements related new aircraft deliveries. JetBlue is scheduled
to receive more A321s in coming years (nine in 2014 and 12 in
2015), a larger aircraft than the A320s and E190s that JBlU has
historically operated.  As a result, capital expenditures in 2014
could approach $1 billion. Fitch expects FCF in 2014 to come in
lower than last year and possibly turn negative unless JBLU is
able to drive a significant improvement in PRASM.

Liquidity is supportive of the ratings.  As of Dec. 31, 2013
JetBlue had a cash and short-term investments balance of $627
million and an undrawn revolver balance of $350 million.  JetBlue
also maintains a $200 million line of credit backed by marketable
securities which Fitch does not include in its total liquidity
calculation.  Total liquidity including the undrawn revolver is
equivalent to 18% of latest 12 months (LTM) revenue, which Fitch
considers to be adequate to address near-term needs.

JBLU entered a new $350 million revolver in 2013 secured by
takeoff and landing slots.  Covenants include a minimum collateral
coverage of 1.0x and minimum liquidity balance (including undrawn
revolver capacity) of $550 million.  Fitch notes that the
liquidity covenant could limit the revolver availability in the
case of a cash crunch.

Upcoming debt maturities are manageable.  The $188 million final
payment on JBLU's 2004 series EETC due in March of this year has
been pre-funded by the 2013-1 series of EETCs issued last year.
Fitch expects other maturities to be met through a combination of
cash on hand and additional borrowing.

Financial flexibility is also supported by JBLU's growing base of
unencumbered assets.  As of year end 2013, the company had a total
of 23 unencumbered aircraft consisting of 21 A320s and two E-190s,
as well as 30 unencumbered engines.  Fitch considers these to be
high quality assets which should ease capital market access in the
case of a liquidity crunch.  JetBlue expects to further expand its
base of unencumbered assets over the coming years as it
opportunistically pays for some aircraft with cash.

Credit Metrics: Leverage has improved in the past year, and should
fall further as EBITDAR continues to expand.  As of year end,
total adjusted leverage/EBITDAR stood at roughly 5.3x compared to
6.0x at year end 2012.  Fitch notes that leverage has improved
since the recession when debt/EBITDAR peaked at 9x. The company
will continue to strategically reduce debt in the coming years as
opportunities arise.  However, available cash for debt repayment
may be constrained by heavy upcoming capital expenditures.

Recovery Ratings:
Fitch has also upgraded the ratings for JetBlue's senior unsecured
debentures to 'B-/RR5' from 'CCC+/RR6'.  Fitch's recovery analysis
reflects a scenario in which a distressed enterprise value is
allocated to the various debt classes.  The upgrade is based on a
higher estimated distressed enterprise value based on JBLU's
growing EBITDA generation and general improvements in the airline
industry.

Rating Sensitivities

Fitch views JetBlue's credit profile as improving and could
consider a positive revision to the outlook or rating in the near-
to-intermediate term.  Future developments that may, individually
or collectively, lead to a positive rating action include:

-- Effective management of cost pressures allowing the company to
   maintain an EBITDA margin in the low to mid double digits.

-- Positive FCF generation despite heavy capital spending
   requirements.

-- Further reduction in leverage with adjusted debt/EBITDAR to be
   maintained below 5x

-- Continued expansion of the company's unencumbered asset base.

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

-- Cost pressures, either fuel or non-fuel related, that cause
   EBITDAR margins to fall and remain below 16% or EBITDA below
   10%.
-- Sustained negative FCF.
-- Liquidity weakens to below management targets.

Fitch has taken the following rating actions:

JetBlue Airways, Corp.

-- Issuer Default Rating affirmed at 'B';
-- Senior unsecured debt upgraded to 'B-/RR5' from 'CCC+/RR6'.

Fitch has also assigned the following rating:

JetBlue Airways, Corp.

-- Senior secured credit facility, 'BB/RR1'.


KAVIN RR: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Kavin RR LLC
           dba Sunshine Travel Plaza
        421 Royal Oaks Drive
        Murphy, TX 75094

Case No.: 14-40362

Chapter 11 Petition Date: February 21, 2014

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  ATTORNEY AT LAW & MEDIATOR
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Roger Singha, authorized agent.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb14-40362.pdf


KEMPER CORP: Fitch to Rate $150MM Subordinated Debentures 'BB'
--------------------------------------------------------------
Fitch Ratings expects to assign a 'BB' rating to Kemper
Corporation's $150 million issuance of cumulative subordinated
debentures maturing in 2054.

Key Rating Drivers

Kemper intends to use the net proceeds from the sale of the
debentures for working capital and other general corporate
purposes, which may include retirement of a portion of its
existing debt on or before its scheduled maturity date.

Interest on the subordinated debentures can be deferred for up to
five consecutive years at the company's discretion, but interest
payments are cumulative.  Based on its rating criteria, Fitch
assigns no equity credit to subordinated debt. Given Fitch's
expectation of lower recoveries of subordinated debt and its loss
absorption features, the rating is notched down from Kemper's
senior debt by two notches.

Financial leverage (excluding unrealized investment gains/losses
on fixed income securities) is expected to temporarily increase to
28.3% from 24% at Dec. 31, 2013. This remains consistent with
Fitch's median guidelines for the current rating category.

GAAP fixed charge coverage was 7.0 times in 2013 and would decline
to approximately 5.4x following the closing of this offering.
Holding company cash and investments totaled $157 million at Dec.
31, 2013 and statutory dividend capacity of $217 million provides
adequate debt servicing capabilities at 4.4x.

Fitch's current ratings on Kemper reflect the company's modest but
improving earnings, adequate balance sheet strength, and
sufficient debt servicing capability.  The ratings also consider
the company's more volatile earnings profile caused by natural
catastrophe exposures.

On Dec. 11, 2013, Fitch affirmed all of Kemper's ratings with a
Stable Outlook.

Rating Sensitivities

Factors that could lead to a downgrade include statutory fixed
charge coverage below 3.5x; a combined ratio above 106% for a
sustained period; or a deterioration in capitalization with a p/c
Prism capital model score below 'adequate', an RBC ratio for the
p/c and life insurance entities below 200% and 250%, respectively,
or a financial leverage ratio that exceeds 30%.

Factors that could lead to an upgrade include significant
improvement in capitalization with a Prism score of 'strong', a
sustained underwriting profit, and GAAP fixed charge coverage at
or above 8x.

Fitch assigns the following rating to Kemper:

--7.375% subordinated notes due 2054 'BB'.


KEMPER CORP: Moody's Assigns Ba1(hyb) Rating on $150MM Sub. Debt
----------------------------------------------------------------
Moody's Investors Service has affirmed the Baa3 senior debt rating
of Kemper Corporation (NYSE: KMPR) as well as the A3 insurance
financial strength (IFS) ratings of its lead property and casualty
and life insurance subsidiaries, respectively Trinity Universal
Insurance Company (Trinity) and United Insurance Company of
America (United). In the same rating action, Moody's has assigned
a Ba1(hyb) rating to approximately $150 million of 40-year
subordinated debentures being issued by Kemper. The debentures
will be issued from the company's shelf registration (effective
February 19, 2014), to which Moody's has assigned a provisional
(P)Baa3 senior unsecured rating. Proceeds from the offering will
be used for general corporate purposes which may include the
repayment of outstanding debt. The outlook for Kemper's ratings
remains stable.

Ratings Rationale

P&C Insurance

The affirmation of Kemper's lead property and casualty company,
Trinity (A3 IFS), is based on the group's franchise as a personal
lines insurer with a fairly broad geographic distribution, sound
reserves and solid risk adjusted capitalization. Tempering these
strengths are the group's exposure to natural catastrophes
including frequent weather related events, limited scale relative
to larger competitors, and growth challenges in its automobile
line. The company's underwriting results improved significantly
during 2013 with a combined ratio of 96.6% versus 107.8% for 2012,
reflecting benign catastrophe experience, better rate adequacy,
and favorable development on claim liabilities.

In recent years, the company's re-underwriting efforts have
resulted in lower business concentrations in catastrophe prone
zones and improved rate adequacy with rate increases averaging
approximately 9% during 2013. Given these actions, Kemper has
struggled to grow its auto policies in-force over the last several
years. Over the near term, Moody's expect the company to continue
to raise rates and pursue expense initiatives to improve its
competitiveness given intensifying competition from large well-
capitalized carriers.

Factors that could lead to an upgrade of the P&C ratings include:

  -- sustained P&C operating performance with combined ratios
     consistently in the mid 90's or lower through the cycle;

  -- continued strengthening of capital adequacy (gross
     underwriting leverage at or below 3x); and
     adjusted financial leverage below 25%.

Factors that could lead to a downgrade of the P&C ratings include:

  -- deterioration of underwriting performance with combined
     ratios consistently above 103%;

  -- weaker capital adequacy (P&C gross underwriting leverage of
     5x or higher);

  -- adjusted consolidated financial leverage above 40%; and/or

  -- annual reduction in P&C capital of greater than 10%.

Life and Health Insurance

Moody's said the affirmation of the group's lead life and health
insurance company, United (A3 IFS), with a stable outlook, is
based upon the group's strong presence in the home service
insurance business, its well-established career agent distribution
force, and the consistent profitability of the home service
insurance business. Somewhat mitigating these strengths are the
company's modest market position, franchise, and brand in the
overall life insurance market, as well as its limited growth
opportunities in the declining home service insurance business.
This business has been in a slow, steady decline in the US for
many years, which is evidenced by marginal revenue growth. One of
the company's non-comprehensive health insurance plans (offered by
the Reserve National subsidiary (unrated)) falls under the minimum
loss ratio provisions of healthcare reform, leading the company to
move towards supplemental health products that are excluded. The
evolving healthcare regulatory landscape could pressure the
profitability of this business over the next couple of years.

Factors that could lead to an upgrade of the life ratings include:

-- profitable sales growth beyond home service;
-- successful diversification into other protection sectors with
    better growth prospects; and
-- improved financial flexibility with adjusted financial
    leverage below 25%.

Factors that could lead to a downgrade of the life ratings
include:

-- NAIC company action level RBC ratio falling below 275%;
-- adjusted financial leverage above 40%; or
-- statutory return on capital falling below 8%.

Holding Company

Kemper's senior debt is rated three notches below the financial
strength rating of its lead property/casualty and life insurance
operations, consistent with Moody's typical notching practices for
US holding company structures. Although the debt rating is
supported by relatively balanced earnings of both the P&C and life
businesses, underwriting profitability of the P&C group has
exhibited significant volatility. In addition, the revenue and
capital base of Kemper is more heavily weighted toward the P&C
group, which represented 70% of the 2013 combined statutory
surplus of the entire group.

Factors that could lead to an upgrade of the holding company debt
ratings include:

  -- an upgrade of the IFS ratings of the life and/or P&C group
     and adjusted financial leverage below 25% with interest
     coverage greater than 6x.

Factors that could lead to a downgrade of the holding company debt
ratings include:

  -- a downgrade of the IFS ratings of the life and/or P&C group
     and adjusted financial leverage greater than 40% with
     interest coverage below 4x.

The following ratings have been assigned with a stable outlook:

Kemper Corporation

  - subordinated debt at Ba1(hyb)
  - provisional senior debt at (P)Baa3
  - provisional subordinated debt at (P)Ba1
  - provisional preferred stock (P)Ba2

The following ratings have been affirmed with a stable outlook:

Kemper Corporation

  - senior unsecured debt Baa3

Trinity Universal Insurance Company

  - insurance financial strength at A3

United Insurance Company of America

  - insurance financial strength at A3

The methodologies used in this rating were Global Property and
Casualty Insurers December 2013, Global Life Insurers published in
December 2013, and Moody's Guidelines for Rating Insurance Hybrid
Securities and Subordinated Debt published in January 2010.

Kemper Corporation (NYSE: KMPR) is a publicly-traded, diversified
company with subsidiaries engaged in Property & Casualty (P&C)
Insurance and Life and Health Insurance and is based in Chicago,
Illinois. For 2013, Kemper reported total revenue of $2.4 billion
and net income of $218 million. Shareholders' equity at year-end
2013 was roughly $2.05 billion.

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


LABORATORY PARTNERS: Health Dept. Says Sale Violates Privacy Laws
-----------------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that the U.S. Department of Health and Human Services is objecting
to the sale of clinical laboratory operator MedLab, saying it
violates regulations that protect patients' privacy.

                     About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, 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: Court OKs Duff & Phelps as Investment Banker
-----------------------------------------------------------------
Laboratory Partners, Inc. and its debtor-affiliates sought and
obtained authorization from the U.S. Bankruptcy Court for the
District of Delaware to employ Duff & Phelps Securities, LLC as
investment banker, nunc pro tunct to Oct. 25, 2013.

The Debtors require Duff & Phelps to:

   (a) review and analyze the financial and operating statements
       of the Debtors;

   (b) review and analyze the Debtors' financial projections;

   (c) assist the Debtors in evaluating, structuring, negotiating
       and implementing the terms, including pricing and
       conditions of any Transaction, including assistance with
       Transactions already proposed;

   (d) assist the Debtors in preparing, revising, or updating
       descriptive material to be provided to potential parties to
       a Transaction;

   (e) prepare, revise, or update a list or lists of potential
       purchasers and present it to the Debtors;

   (f) contact potential purchasers to solicit their interest in
       any Transaction and to provide them with the Confidential
       Information Memorandum under a confidential disclosure
       agreement which has been approved by the Debtors;

   (g) participate in due diligence visits, meetings and
       consultations between the Debtors and interested potential
       purchasers, and coordinate distribution of all information
       related to the Transaction with such parties;

   (h) assist the Debtors with evaluating offers, indications of
       interests, negotiating agreements and definitive contracts;
       and

   (i) attend auctions and, to the extent required, provide
       affidavits in support, in any U.S. Bankruptcy Court with
       respect to any matters in connection with or arising out of
       this Agreement.

Duff & Phelps will be paid the following:

   (a) The Debtors will have paid Duff & Phelps a cash retainer
       ("Retainer") of $50,000 on or about Oct. 25, 2013.  The
       Retainer will cover the costs of researching prospective
       potential purchasers, the preparation of the Confidential
       Information Memorandum and the initial due diligence phase
       of Duff & Phelps' assignment.  Subject to approval of this
       Court, payment of the Retainer is not contingent on the
       consummation of a Transaction and, except as set forth
       below, is non-refundable, and will be deemed earned when
       paid.  The Retainer shall be credited against the Minimum
       Transaction Fee;

   (b) Subject to Court approval, during the term of the
       Agreement, the Debtors will pay to Duff & Phelps $50,000
       per month ("Monthly Fees"); provided, however, that in no
       event, shall the total number of Monthly Fees exceed eight
       monthly payments.  The first six Monthly Fees shall be
       credited against the Minimum Transaction Fee.  The seventh
       and eighth Monthly Fees shall not be credited against the
       Minimum Transaction Fee;

   (c) Except as set forth elsewhere in the Agreement and subject
       to the limitations contained in the Agreement, if a
       Transaction, or series of Transactions occur with respect
       to either the Debtors' Long Term Care ("LTC") division or
       their Physician Services business, either: (i) during the
       term of Duff & Phelps' engagement under the Agreement or
       (ii) at any time during the 12 month period following the
       effective date of termination of Duff & Phelps' engagement
       hereunder ("Tail Period"), the Debtors agree to pay Duff &
       Phelps a Transaction fee equal to (i) $500,000 if either or
       both of the LTC or Physician Services businesses are
       purchased by certain entities specified in the Engagement
       Letter, or any affiliates of such parties (collectively,
       the "Potential Existing Buyers"), or $750,000 if either or
       both businesses are purchased by other buyers (the "Minimum
       Transaction Fee") plus (ii) 10.0% of the aggregate
       Consideration of any Transaction (the "Incentive
       Transaction Fee") in excess of (a) $13,824,623 with respect
       to the LTC business and (b) $10,675,000 with respect to the
       Physician Services business.  Subject to the last sentence
       of this paragraph, 50.0% of the total Minimum Transaction
       Fee plus 100% of that portion of the Incentive Transaction
       Fee applicable to the first Transaction, less applicable
       credits, shall be payable subject to Court approval upon
       the closing of the first Transaction, and the remaining 50%
       of the total Minimum Transaction Fee plus 100% of that
       portion of the Incentive Transaction Fee applicable to the
       second Transaction, less applicable credits, shall be
       payable subject to Court approval upon the closing of the
       second Transaction.  Any and all credits in respect of the
       Retainer and Monthly Fees shall be deducted from the
       portion of the Minimum Transaction Fee attributable to the
       closing of the first Transaction, provided however that to
       the extent any additional credits accrued after the closing
       of the first Transaction but prior to the closing of the
       second Transaction, such credits shall be deducted from
       the portion of the Minimum Transaction Fee attributable to
       the closing of the second Transaction.  In the event that
       only one Transaction relating either LTC or Physician
       Services occurs, the Minimum Transaction Fee and, if
       applicable, the Incentive Transaction Fee, less any
       applicable credits as set forth herein, shall be earned and
       payable upon Court approval and the mutual determination by
       the parties that a second Transaction will not occur; and

   (d) Subject to Court approval, the Debtors shall reimburse Duff
       & Phelps for its reasonable out-of-pocket expenses as
       documented in reasonable detail for travel, meals, lodging,
       computer & research charges, virtual data room set-up &
       maintenance, reasonable attorney fees, including the review
       of engagement documentation and similar pleadings by
       outside counsel, if necessary, provided, however, that such
       legal fees and expenses shall not exceed $15,000 in the
       aggregate without the Debtors' prior written consent and
       other miscellaneous expenses incurred during the term, and
       in furtherance, of its engagement hereunder; provided,
       however, that notwithstanding the foregoing such expenses
       shall not exceed $15,000 per month without the Debtors'
       prior written consent.  Unless previously reimbursed, all
       expenses referred to in this paragraph shall be paid from
       the proceeds of the Transaction.

Brian Cullen, managing director of Duff & Phelps, 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.

Duff & Phelps can be reached at:

       Brian Cullen
       DUFF & PHELPS SECURITIES, LLC
       55 East 52nd St., 31st Floor
       New York, NY 10055
       Tel: (424) 249-1650

                    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.


LENNAR CORP: Fitch Rates Proposed $250MM Senior Notes 'BB+'
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Lennar Corporation's
(NYSE: LEN and LEN.B) proposed offering of $250 million of senior
notes due 2026.  This issue will be ranked on a pari passu basis
with all other senior unsecured debt.  Net proceeds from the notes
offering will be used for working capital and general corporate
purposes.

The Rating Outlook is Stable.

Key Rating Drivers

The ratings and Outlook for Lennar reflect the company's strong
liquidity position and continuing recovery of the housing sector
this year.  The ratings also reflect Lennar's successful execution
of its business model over many cycles, geographic and product
line diversity, and much lessened joint venture exposure.

There are still some challenges facing the housing market that are
likely to moderate the early-to-intermediate stages of this
recovery.  Nevertheless, Lennar has the financial flexibility to
navigate through the sometimes challenging market conditions and
continue to broaden its franchise and invest in land
opportunities.

The Industry

Housing metrics all showed improvement in 2013.  Preliminary data
show that single-family housing starts increased 15.5% to 618,000.
Existing home sales gained 9.2% to 5.09 million in 2013, while new
home sales grew 16.6% to 428,000.

Average single-family new home prices (as measured by the Census
Bureau), which dropped 1.8% in 2011, increased 8.7% in 2012 and
rose 9.8% to $320,900 in 2013.  Median home prices expanded 2.4%
in 2011 and then grew 7.9% in 2012 and expanded 8.4% to $265,800
last year.

Housing metrics should increase in 2014 due to faster economic
growth (prompted by improved household net worth, industrial
production and consumer spending), and consequently some
acceleration in job growth (as unemployment rates decrease to 6.9%
for 2014 from an average of 7.5% in 2013), despite somewhat higher
interest rates, as well as more measured home price inflation.  A
combination of tax increases and spending cuts in 2013 shaved
about 1.5pp off annual economic growth, according to the

Congressional Budget Office: Many forecasters expect the fiscal
drag in 2014 to be one-third that amount or less.  Unfortunately,
there is still a possibility that another stand-off in Congress
will occur in late February over raising the federal borrowing
limit.

In any case, single-family starts in 2014 are projected to improve
20% as multifamily volume grows about 9%.  Consequently, total
starts in 2014 should top 1 million.  New home sales are forecast
to advance about 20%, while existing home volume increases 2%.

New home price inflation should moderate in 2014, at least
partially because of higher interest rates.  Average and median
new home prices should rise about 3.5% in 2014.

Challenges (although somewhat muted) remain, including still
relatively high levels of delinquencies, the potential for higher
interest rates, and restrictive credit qualification standards.

Improving Financial Results and Credit Metrics

Lennar's total corporate revenues in fiscal 2013 increased 44.6%
to $5.94 billion.  Homebuilding revenues grew 49.5% to $5.35
billion as home deliveries expanded 33% and the average selling
price improved 13.9% to $290,000.  More importantly, the company
reported homebuilding operating income of $773.08 million (up
183.1%) and a homebuilding operating margin of 13.69%, up from
7.23% in 2012.  Corporate pretax income tripled to $681.94
million.

Lennar's solid backlog at fiscal year-end (up 18.6% in units and
39.6% in dollar value) and positive industry outlook augurs well
for the company's outlook in 2014.

Fitch calculated leverage at the end of the fourth quarter of 2013
was 5.1x compared with 9.1x at the end of 2012.  EBITDA to
interest coverage was 3.1x for the LTM period ending Nov. 30, 2013
compared with 2.0x in 2012.  Fitch expects further improvement in
credit metrics, with leverage approaching 4.0x and interest
coverage nearing 4.0x by the end of 2014.

Liquidity

Lennar has solid liquidity with unrestricted homebuilding cash of
$695.4 million as of Nov. 30, 2013.  On June 12, 2013 LEN
announced that it increased the amount of financing available
under its unsecured revolving credit facility to $950 million from
$525 million and extended the credit facility's maturity to
June 2017.  The $950 million includes an approximately $18 million
accordion feature.  The credit agreement also provides that up to
$500 million in commitments may be used for letters of credit.
The credit agreement contains financial covenants, including a
minimum consolidated tangible net worth, a maximum leverage ratio
and liquidity requirements.  There was no debt outstanding for the
facility as of Nov. 30, 2013.

Additionally, Lennar terminated its $150 million letter of credit
and reimbursement agreement and its $50 million letter of credit
and reimbursement agreement during fiscal 2013.  The company's
debt maturities are well-laddered, with about 25% of its senior
notes (as of Nov. 30, 2013) maturing through 2015.

Homebuilding

The company was the third largest homebuilder in 2012 and
primarily focuses on entry-level and first-time move-up
homebuyers.  The company builds in 17 states with particular focus
on markets in Florida, Texas and California.  Lennar's significant
ranking (within the top five or top 10) in many of its markets,
its largely presale operating strategy, and a return on capital
focus provide the framework to soften the impact on margins from
declining market conditions.  Fitch notes that in the past,
acquisitions (in particular, strategic acquisitions) have played a
significant role in Lennar's operating strategy.

Compared to its peers Lennar has had above-average exposure to
joint ventures (JVs) during this past housing cycle.  Longer-dated
land positions are controlled off balance sheet.  The company's
equity interests in its partnerships generally ranged from 10% to
50%.  These JVs have a substantial business purpose and are
governed by Lennar's conservative operating principles.  They
allow Lennar to strategically acquire land while mitigating land
risks and reduce the supply of land owned by the company.  They
help Lennar to match financing to asset life.  JVs facilitate
just-in-time inventory management.

Nonetheless, Lennar has substantially reduced its number of JVs
over the last seven years (from 270 at the peak in 2006 to 36 as
of Nov. 30, 2013).  As a consequence, the company has very sharply
lowered its JV recourse debt exposure from $1.76 billion to
$41 million ($27.5 million net of joint and several reimbursement
agreements with its partners) as of Nov. 30, 2013.  In the future,
management will still be involved with partnerships and JVs, but
there will be fewer of them and they will be larger, on average,
than in the past.

The company did a good job in reducing its inventory exposure
(especially early in the correction) and generating positive
operating cash flow. In 2010, the company started to rebuild its
lot position and increased land and development spending.  Lennar
spent about $600 million on new land purchases during 2011 and
expended about $225 million on land development during the year.
This compares to roughly $475 million of combined land and
development spending during 2009 and about $704 million in 2010.
During 2012, Lennar purchased approximately $1 billion of new land
and spent roughly $302 million on development expenditures.  Land
spend totaled almost $1.9 billion last year and development
expenditures reached about $600 million, double the level of 2012.
Total real estate spending in 2014 could be flat to up moderately
as Lennar focuses more on development activities than on land
spend.

The company was considerably more cash flow negative in 2013
($807.71 million) than in 2012 ($424.65 million).  Lennar is
likely to be much less cash flow negative in 2014.

Fitch is comfortable with this real estate strategy given the
company's cash position, debt maturity schedule, proven access to
the capital markets and willingness to quickly put the brake on
spending as conditions warrant.

Financial Services

Lennar's financial services segment provides mortgage financing,
title insurance and closing services for both buyers of Lennar's
homes and others.  Substantially all of the loans that the segment
originates are sold within a short period in the secondary
mortgage market on a servicing released, non-recourse basis.
After the loans are sold, Lennar retains potential liability for
possible claims by purchasers that the company breached certain
limited industry standard representations and warranties in the
loan sale agreements.

In fiscal 2013, financial services revenues totaled $427.34
million (7.2% of corporate revenues).  The segment reported $85.79
million in operating income (10.4%) of the corporate total).

Rialto

The Rialto segment focuses on real estate investments and asset
management.  Rialto utilizes its vertically integrated investment
and operating platform to underwrite, diligence, acquire, manage,
workout and add value to diverse portfolios of real estate loans,
properties and securities, as well as providing strategic real
estate capital.  Rialto's primary focus is to manage third party
capital and funds or entities in which funds it manages have
invested, and primarily on their behalf.  Rialto has begun the
workout and/or oversight of billions of dollars of real estate
assets across the U.S., including commercial and residential real
estate loans and properties, as well as mortgage backed
securities.  So far, many of the investment and management
opportunities have arisen from the dislocation in the U.S. real
estate markets and the restructuring and recapitalization of those
markets.

During fiscal 2013, Rialto formed RMF to originate and sell into
securitizations five-, seven- and 10-year commercial first
mortgage loans, generally with principal amounts between
$2 million and $75 million, which are secured by income producing
properties.  Lennar expects this business to be a significant
contributor to Rialto's revenues, at least in the near future.
Rialto is the sponsor of and an investor in private equity
vehicles that invest in and manage real estate related assets.
This includes Fund I, in which investors have committed and
contributed a total of $700 million of equity (including
$75 million by Lennar), Fund II with investor commitments of
$1.3 billion (including $100 million by Lennar) and the Mezzanine
Fund with a target of raising $300 million in capital, including
$25 million committed by Lennar, to invest in performing mezzanine
commercial loans.  Rialto also earns fees for its role as a
manager of these vehicles and for providing asset management and
other services to those vehicles and other third parties.

The Rialto segment contributed $138.06 million to revenues in
fiscal 2013, while generating $26.13 million in operating income.

Rental Activities and Large MPCs

In addition to the homebuilding, financial services and Rialto
operating platforms, Lennar has been incubating a multi-family
rental business strategy (beginning in early 2011) as well as
FivePoint Communities which manages large, complex masterplanned
communities (MPCs) in the Western U.S. (including the former
Newhall Land and Farming Company).  FivePoint is currently
undertaking six MPCs, three in Southern California and three in or
near San Francisco.  These developments are planned for a total of
50,000 homesites and 20 million square feet of commercial space.
During 2012 and 2013, Lennar became actively involved, primarily
through unconsolidated entities, in the development of multifamily
rental properties.  The multifamily segment focuses on developing
a geographically diversified portfolio of institutional quality
multifamily rental properties in select U.S. markets.  Lennar
currently uses third party management companies to rent the
apartments though the company anticipates renting the apartments
through one of its entities in the future.

As of Nov. 30, 2013, its balance sheet had $147.1 million of
assets related to the multifamily segment, which includes
investments in unconsolidated entities of $46.3 million.  The
company's net investment in the segment as of Nov. 30, 2013 was
$105.6 million.  The multifamily segment was participating in 13
unconsolidated entities as of Nov. 13, 2013.  The segment had a
pipeline of future projects totaling $3.7 billion in assets across
a number of states that will be developed by unconsolidated
entities.  The company's long-term goal is to build a portfolio of
income producing apartment properties across the country.

The multifamily segment generated $14.75 million in revenues in
fiscal 2013 and reported an operating loss of $16.99 million.

Rating Sensitivities

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.

Positive rating actions may be considered if the recovery in
housing is maintained and is more robust than Fitch's current
outlook, Lennar shows continuous improvement in credit metrics
(with leverage less than 3.0x and interest coverage in excess of
6.0x), and maintains a healthy liquidity position.

Negative rating actions could occur if the recovery in housing
dissipates, the company's revenues and margins drop sharply and
Lennar maintains an overly aggressive land and development
spending program.  This could lead to consistent and significant
negative quarterly cash flow from operations as well as a
meaningfully diminished liquidity position (below $500 million).

Fitch currently rates Lennar as follows:

   -- Issuer Default Rating at 'BB+';
   -- Senior unsecured debt at 'BB+'.

The Rating Outlook is Stable.


LEROY F. GRIMM: Feb. 25 Bankruptcy Sale of Real Properties
----------------------------------------------------------
Chapter 11 debtor Leroy F. Grimm and Irene K. Grimm intend to sell
these real properties:

     (a) 527 Lenora Street, Pittsburgh, PA 15206;
     (b) 2627 Leland Street, Pittsburgh, PA 15214;
     (c) 840 Spring Garden Avenue, Pittsburgh, PA 15212;
     (d) 912 Hays Street, West Homestead, PA 15120; and
     (e) 214 W. 10th Street, West Homestead, PA 15120.

The Debtors have received an offer of $100,000.  The Debtors are
seeking approval of the real estate sales transaction to the
purchasers, Michael & Carol Gestrich.

The Court may entertain better and higher offers at the hearing on
Feb. 25, 2014, at 10:00 a.m.

The successful bidder must have $2,500 in hand money in certified
funds at time of sale.  Balance of funds and closing shall be held
within 30 days of confirmation of sale.  The real properties are
being sold "AS IS, WHERE IS" free and clear of all mortgages,
liens, interests and encumbrances.

An Order has been issued setting a Continued Hearing on the
Complaint -- Leroy F. Grimm and Irene K. Grimm, Debtor/Movants,
vs. The County of Allegheny, et al, Respondents -- for Feb. 25,
2014 at 10:00 A.M. before Chief Judge Jeffery A. Deller in
Courtroom "D", 54th Floor, U.S. Steel Tower, 600 Grant Street,
Pittsburgh, PA 15219, at which time objections and/or bids to the
sale will be heard.

Any Response, including a Consent to the Motion, were due to be
filed with the Clerk of the Bankruptcy Court and served on
Debtors-in-Possession and their Counsel by Feb. 18, 2014.  The
Debtors' counsel may be reached at:

     Edgardo D. Santillan, Esq.
     SANTILLAN LAW FIRM, PC
     650 Corporation St., Ste. 304
     Beaver, PA 15009
     Tel: 724-770-1040
     Fax: 412-774-2266
     E-mail: eds@debtlaw.com

Leroy Grimm filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
12-21178) on March 8, 2012.


LIVINGWAY CHRISTIAN: Case Summary & 10 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Livingway Christian Fellowship
          Church International, Inc.
        6415 Pearl Street
        Jacksonville, FL 32208

Case No.: 14-00785

Chapter 11 Petition Date: February 21, 2014

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

Debtor's Counsel: William B McDaniel, Esq.
                  BANKRUPTCY LAW FIRM OF LANSING J ROY, PA
                  1710 Shadowood Lane, Suite 210
                  Jacksonville, FL 32207
                  Tel: 904-391-0030
                  Fax: 904-391-0031
                  Email: court@lansingroy.com

Total Assets: $886,159

Total Liabilities: $1.81 million

The petition was signed by Dr. Anthony Speight, president.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-785.pdf


LONESTAR INTERMEDIATE: Moody's Lowers Corp. Family Rating to B1
---------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating and probability of default rating of Lonestar Intermediate
Super Holdings, LLC (Lonestar), a wholly owned subsidiary of
NEWAsurion Corporation (NEWAsurion) to B1 from Ba3 following
Asurion's announcement that it intends increase its total debt as
part of a dividend recapitalization. Moody's also assigned a new
B1 corporate family rating and a B1-PD probability of default
rating to Asurion, LLC (Asurion), which will be the primary issuer
of debt going forward. The rating outlook for Asurion is stable.

The rating agency also assigned ratings to the credit facilities
to be issued in connection with the company's proposed $2.25
billion recapitalization and downgraded Asurion's existing $4.8
billion first-lien credit facilities to Ba3 from Ba2. Proceeds
from the recapitalization will be used to pay a $1.7 billion
dividend to shareholders and repay Lonestar's $1 billion senior
unsecured term loan. The Lonestar ratings will be withdrawn upon
closing of the transaction.

Ratings Rationale

"The downgrade of Asurion's ratings reflect the substantial
increase in financial leverage, combined with slowing domestic
growth prospects given a maturing market for its primary handset
protection products," said Paul Bauer, Moody's lead analyst for
Asurion. "However, international growth opportunities remain
strong and the company's credit profile continues to be supported
by a strong market presence and consistent EBITDA margins."

NEWAsurion's business profile encompasses both wireless handset
protection (Asurion) and extended service contracts (NEW). Asurion
has a dominant position in handset protection distributed through
wireless carriers in the US and a growing presence in selected
international markets. NEW has a good position in the US market
for extended service contracts. The group as a whole has a record
of efficient operations, excellent customer service and profitable
growth in core and related businesses. These strengths are offset
by the group's aggressive capital structure and its business
concentrations among certain wireless carriers and retailers.
Also, risk management becomes a greater challenge as the group
expands internationally.

Based on Moody's calculations, Asurion's pro forma debt-to-EBITDA
ratio for the 12 months through September 2013 will be in the
range of 6.5x to 7.0x, which is aggressive for the rating
category. Moody's expects Asurion to reduce its leverage to 6.5x
or lower within the next year based on its track record of organic
growth in revenues and EBITDA.

Asurion's pro forma financing arrangement includes a $100 million
senior secured revolving credit facility maturing in 2018 (rated
Ba3, expected to be undrawn at closing), $5.3 billion of senior
secured first-lien term loans maturing in 2019 and 2020 (rated
Ba3, includes proposed incremental borrowing of $550 million), a
new $1.7 billion senior secured second-lien term loan maturing in
2021 (rated B3), and $59 million of other debt (unrated).

Factors that could lead to an upgrade of Asurion ratings include:
(i) debt-to-EBITDA ratio below 5x, (ii) (EBITDA - capex) coverage
of interest exceeding 3x, (iii) free-cash-flow to debt
consistently above 8%, and (iv) operating margins exceeding 20%.

Factors that could lead to a rating downgrade include: (i) debt-
to-EBITDA ratio above 6.5x on a sustained basis, (ii) (EBITDA -
capex) coverage of interest below 2x, (iii) free-cash-flow to debt
consistently below 5%, or (iv) operating margins below 15%.

Moody's has assigned the following ratings (and loss given default
(LGD) assessment) to Asurion, LLC:

  Corporate family rating B1;

  Probability of default rating B1-PD;

  $300 million incremental first-lien term loan (maturing 2019)
  Ba3 (LGD3, 36%);

  $250 million incremental first-lien term loan (maturing 2017)
  Ba3 (LGD3, 36%);

  $1.7 billion second-lien term loan B3 (maturing 2021) (LGD5,
  86%).

The rating agency has downgraded the following ratings (and LGD
assessment) of Asurion, LLC:

  $100 million first-lien revolving credit facility to Ba3 (LGD3,
  36%) from Ba2 (LGD3, 39%);

  Approximately $4.7 billion of first-lien term loans to Ba3
  (LGD3, 36%) from Ba2 (LGD3, 39%).

The following ratings of Lonestar Intermediate Super Holdings, LLC
were downgraded and will be withdrawn upon closing of the
transaction:

  Corporate family rating to B1 from Ba3;

  Probability of default rating to B1-PD from Ba3-PD;

  $1 billion senior unsecured term loan to B3 (LGD6, 93%) from B2
  (LGD6, 93%).

Based in Nashville, Tennessee, NEWAsurion is a leading provider of
consumer technology protection services. The company provides
value-added services to the wireless telecommunications industry
domestically and internationally. The company also provides
service contract administration for retailers, manufacturers,
utilities, financial service companies, telecommunications
companies and other service companies primarily in the US.

The methodologies used in this rating were Moody's Global Rating
Methodology for Insurance Brokers & Service Companies published in
February 2012, and Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


LONG BEACH MEDICAL: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy cases:

     Debtor                                  Case No.
     ------                                  --------
     Long Beach Medical Center               14-70593
        fka Long Beach Memorial Hospital
     445 E Bay Drive
     Long Beach, NY 11561

     Long Beach Memorial Nursing Home, Inc.  14-70597

Type of Business: Health Care

Chapter 11 Petition Date: February 19, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Alan S Trust

Debtors' Counsel: Burton S Weston, Esq.
                  Afsheen A. Shah, Esq.
                  Adam T. Berkowitz, Esq.
                  GARFUNKEL, WILD P.C.
                  111 Great Neck Road
                  Great Neck, NY 11021
                  Tel: (516) 393-2588
                  Fax: (516) 466-5964
                  Email: bweston@garfunkelwild.com
                         ashah@garfunkelwild.com
                         aberkowitz@garfunkelwild.com

Debtors' Claims   GCG Inc.
Agent:            P.O. Box 10040
                  Dublin, OH 43017-6640
                  P.O. Box 10040
                  Dublin, OH 43017-6640

Long Beach Medical's
Estimated Assets: $10 million to $50 million

Long Beach Medical's
Estimated Debts: $50 million to $100 million

Long Beach Memorial's
Estimated Assets: $1 million to $10 million

Long Beach Memorial's
Estimated Liabilities: $10 million to $50 million

The petitions were signed by Douglas Melzer, president and CEO.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Empire Healthchoice HMO, Inc.          Benefit        $2,958,240
P.O. Box 11744 Newark, NJ
07101-4744
Attn: Tom Buckman
Email: tom.buckman@empireblue.com
Tel:212-476-3246

DMS Disaster Recovery Consultants      Trade debt     $1,169,278
3651 Fau Blvd. Ste 400
Boca Raton, FL 33431
Attn: David Shapiro
Email: David.Shapiro@DMSrecovery.com
Tel: 919-696-6003

LIPA                                   Trade Debt       $820,290
15 Park Drive
Melville, NY 11746
Attn: Brian Hassan
Email: Hassan@lipangrid.com

ChemRx                                 Trade Debt       $818,385
P.O. Box 1060
Long Beach, NY 11561
Attn: Suan Mitch
Tel: 516 992-3642
Fax: 516-889-8732

Empire Healthchoice Assurance Inc.     Benefit          $751,105
P.O. Box 11744
Newark, NJ 07101-4744
Attn: Tom Buckman
Email: tom.buckman@empireblue.com
Tel: 212-476-3246

HIP                                    Benefit          $543,371
P.O. Box 9329 GPO
New York, NY 10087-9329
Attn: Ruben Ortiz
Email: rortiz@emblemhealth.com
Tel: 646-447-6991

ServPro                                Trade Debt       $353,981
1 Bishop Street
Norwalk, CT 06851
Tel: 516-445-6605

EMS Restoration                        Trade Debt       $293,943
200 Blydenburgh Road
Islandia, NY 11749
Attn: Lucy A. Illuminato
Email:emsrestoration@optonline.net
Tel:631-952-5700

National Grid                          Trade Debt       $271,888
15 Park Drive
Melville, NY 11746
Attn: Brian Hassan
Email: Hassan@lipangridcom

NES                                    Trade Debt       $265,377
P.O. Box 277001
Atlanta, GA 30384-7001
Attn: Kim Jones
(800)394-6376

Physicians Reciprocal Insurers         Trade Debt      $261,025
1800 Northern Blvd.
Roslyn, NY 11576-5897
Attn: Jeanne H. Braun, Sr. VP
Tel:516-365-6690

Modern Medical Systems Co.             Trade Debt      $204,314

Allen Healthcare                       Trade Debt      $195,857

Better Home Health                     Trade Debt      $182,105

Royal Disposable Import & Domestic     Trade Debt      $180,965

Sunquest Hospital Systems              Trade Debt      $180,118

Loeb & Troper                          Trade Debt      $180,000

ADMS                                   Trade Debt      $164,529

State Insurance Fund                   Trade Debt      $157,185

Hess Small Business Services           Trade Debt      $150,492

LBH249 LLC                             Trade Debt      $149,127

NTT Data, Inc.                         Trade Debt      $148,914

New York Blood Center                  Trade Debt      $148,223

Iron Mountain Records Management       Trade Debt      $142,135

Quest Diagnostics                      Trade Debt      $136,337

Toshiba America Medical Systems        Trade Debt      $130,435

Risk Management Planning Group         Trade Debt      $111,930

Gem Healthcare Agency                  Trade Debt      $108,251

HANYS                                  Trade Debt      $101,011

Relay Health                           Trade Debt       $97,240


LONG BEACH MEDICAL: Section 341(a) Meeting Set on March 21
----------------------------------------------------------
A meeting of creditors in the bankruptcy cases of Long Beach
Medical Center and Long Beach Memorial Nursing Home, Inc., will be
held on March 21, 2014, at 10:00 a.m. at Room 562, 560 Federal
Plaza, CI, NY.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Long Beach Medical Center filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 14-70593) on Feb. 19, 2014.  The
petition was signed by Douglas Melzer as president and CEO.  The
Debtor estimated assets of at least $10 million and debts of at
least $50 million.  Garfunkel Wild P.C. serve as the Debtor's
counsel.  GCG, Inc., is the Debtor's claims and noticing agent.
The Hon. Alan S Trust presides over the case.


LOS COCOS: Case Summary & 9 Unsecured Creditors
-----------------------------------------------
Debtor: Los Cocos, LLC
        1128 Elizabeth Avenue
        Elizabeth, NJ 07201

Case No.: 14-12954

Chapter 11 Petition Date: February 20, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Hon. Novalyn L. Winfield

Debtor's Counsel: David L. Stevens, Esq.
                  SCURA, WIGFIELD, HEYER & STEVENS, LLP
                  1599 Hamburg Turnpike
                  Wayne, NJ 07470
                  Tel: 973-696-8391
                  Email: dstevens@scuramealey.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Abel Hernandez, member.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-12954.pdf


MALLINCKRODT PLC: Moody's Lowers Corp. Family Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Mallinckrodt
plc and Mallinckrodt International Finance SA (collectively
"Mallinckrodt"), including the Corporate Family Rating to Ba3 from
Ba2, the Probability of Default Rating to Ba3-PD from Ba2-PD, and
the senior unsecured rating to B2 from Ba2. These actions conclude
the review for downgrade initiated on February 11, 2014. In
addition, Moody's assigned Ba2 ratings to the company's new senior
secured credit facilities, and affirmed the SGL-1 Speculative
Grade Liquidity Rating.

For administrative reasons, Moody's transferred the Corporate
Family Rating, Probability of Default Rating and Speculative Grade
Liquidity Rating to the entity Mallinckrodt International Finance
SA. The rating outlook is stable.

Ratings downgraded and transferred to Mallinckrodt International
Finance SA from Mallinckrodt plc:

Corporate Family Rating to Ba3 from Ba2

Probability of Default Rating to Ba3-PD from Ba2-PD

Rating of Mallinckrodt International Finance SA downgraded:

Senior unsecured notes to B2 (LGD 5, 85%) from Ba2 (LGD 4, 59%)

Rating affirmed and transferred to Mallinckrodt International
Finance SA from Mallinckrodt plc:

SGL-1 Speculative Grade Liquidity Rating

Ratings assigned to Mallinckrodt International Finance SA:

Ba2 (LGD 3, 31%) senior secured revolving credit facility of
$250 million

Ba2 (LGD 3, 31%) senior secured term loan of $1.3 billion

The downgrade of the Corporate Family Rating to Ba3 from Ba2
reflects a substantial increase in financial leverage relative to
Moody's earlier expectations, with debt/EBITDA of roughly 5 times
pro forma for the $1.3 billion acquisition of Cadence
Pharmaceuticals ("Cadence"). The downgrade of the senior unsecured
notes further reflects the addition of a material amount of
secured debt to Mallinckrodt's capital structure.

Ratings Rationale

Mallinckrodt's Ba3 rating reflects good balance between its two
businesses segments (Specialty Pharmaceuticals and Global Medical
Imaging) but is constrained by its overall modest scale with a
$2.5 billion revenue base. The potential separation of the Global
Medical Imaging business lines -- which Mallinckrodt management
has alluded to -- would create an even smaller although more
focused company, as these products represented 43% of FY2013
sales. Debt/EBITDA following the $1.3 billion Cadence acquisition
is relatively high at approximately 5 times. Mallinckrodt will
generate good free cash flow, creating the potential for rapid
deleveraging. Overshadowing the deleveraging potential, however,
is the potential for both the separation of the Global Medical
Imaging business lines as well as for acquisitions in a rapidly
consolidating specialty pharmaceutical industry.

Within pharmaceuticals, Mallinckrodt has good balance between
generic products, branded products, and active pharmaceutical
ingredients, yet its pharmaceutical products are highly
concentrated in the opioid pain category. These products face high
regulatory scrutiny and the possible transition by prescribing
physicians to abuse deterrent products. This could negatively
affect Mallinckrodt's non-abuse deterrent products, particularly
in its generic drug business. Mallinckrodt's branded drug business
could significantly benefit from this trend if the company
successfully commercializes Xartemis XR and MNK 155 -- two
products containing extended-release formulations of controlled
substances. Mallinckrodt's nuclear business (roughly 20% of sales)
-- which produces nuclear imaging agents for diagnostic procedures
-- faces high risk of supply disruption due to a limited number of
nuclear plants producing molybdenum-99 and frequent shutdowns of
these plants.

The rating outlook is stable, reflecting Moody's expectation that
branded pain product development will remain on track, that
Ofirmev will continue high growth, and that debt/EBITDA will
decline to below 4.0 times. Sustaining good organic growth, a
successful launch of Xartemis XR, and maintenance of debt/EBITDA
below 3.0 times could result in a ratings upgrade. Conversely,
debt/EBITDA sustained above 4.0 times could result in a ratings
downgrade. This scenario could arise if Mallinckrodt makes
acquisitions before deleveraging, or if it faces prolonged supply
disruption in the nuclear business, or unexpected product
withdrawals or regulatory compliance issues.

Luxembourg-based Mallinckrodt International Finance SA is a
subsidiary of Dublin, Ireland-based Mallinckrodt plc (collectively
"Mallinckrodt"). Mallinckrodt is a specialty pharmaceutical and
medical imaging company. Revenues for the 12 months ended December
27, 2013 were approximately $2.2 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.


MANCHESTER HOUSING: Moody's Affirms Caa1 Rating on $21.2MM Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the Caa1 rating on
Manchester Housing and Redevelopment Authority, NH's $21.3 million
of outstanding revenue bonds, Series 2000. Security for the bonds
are solely derived from the City of Manchester's allocation of
state meals and room's taxes (M&R taxes) received in excess of
$454,927.

Summary Rating Rationale

The Caa1 rating reflects our current expectation that pledged
revenues will continue to fall short of annual debt service
amounts, requiring the continued draw down of the debt service
reserve fund (DSRF) and resulting in a projected payment default
in fiscal 2020. The rating also incorporates the effects of the
recent removal of the state's cap on M&R tax distribution to
municipalities beginning in fiscal 2015. This is expected to
provide near term improvement in pledged revenues, and has already
moved the expected date of default back several years. Future
rating action will continue to align with changes in projected
pledged revenues and any cash flow insufficiencies, and will
correlate with the timing and probability of the resulting
expected default.

Strengths

-- City of Manchester's developed and diverse economy

Challenges

-- Reliance on state distribution of annual M&R taxes

-- Continued unscheduled draws on the DSRF

-- Projected future payment default

What Could Make The Rating Go Up

-- Improvement in the debt service coverage ratio to at least
    sum-sufficiency

-- Replenishment of the DSRF

-- Contribution of additional funds by the City, offsetting the
    anticipated M&R tax shortfall

What Could Make The Rating Go Down

-- Decline in the debt service coverage

-- No improvement in debt service coverage remains unchanged as
    the projected date of payment default approaches

-- Alteration in the state meals and rooms distribution formula
    that disadvantages Manchester

-- Termination of the financing agreement and the subsequent loss
    of meals and rooms revenues

The principal methodology used in this rating was US Public
Finance Special Tax Methodology published in March 2012.


MARSHALL MEDICAL: Fitch Affirms 'BB+' Rating on Series 2004A Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the underlying 'BB+' rating on the
following California Health Facilities Financing Authority bonds,
issued on behalf of Marshall Medical Center (MMC):

-- $29.3 million series 2004A (insured: Cal-Mortgage Loan
    Insurance Division);

-- $20 million series 2004B (insured: Ambac Assurance
    Corporation).

The Rating Outlook is Stable.

MMC has an additional $17.3 million in series 2012A bonds
(insured: Cal-Mortgage Loan Insurance Division) that has an
insured rating only, which Fitch rates 'A' with a Stable Outlook.

Security

Debt payments are secured by a pledge of the gross revenues of the
obligated group and a mortgage lien.

Key Rating Drivers

Improved Profitability With Growth: The affirmation at 'BB+'
reflects improved cash flow in fiscal 2013 (Oct. 31 year end)
following the opening of the three-story expansion in early 2012,
which helped provide good volume growth and associated revenues.
MMC's operating EBITDA margin improved to 8% in fiscal 2013 (draft
audit) ahead of 6% in fiscal 2012.

Less Reliance On Provider Fee: MMC reported $5.5 million in
operating income in FY 2013, including $6.9 million in net
California provider fee benefit.  Absent this, MMC would have
recorded an operating loss of $1.3 million (negative 0.6%
operating margin), reflecting less reliance on the provider fee
than in prior years.  Fitch notes that a three-year extension of
the provider fee program has passed state legislation and is
awaiting CMS approval.  MMC does not include any provider fee
benefit in its budgeting process and the 2014 budget reflects
breakeven operating performance, which Fitch believes is
achievable.

Liquidity Remains Light: As of Oct. 31, 2013, MMC had $29.9
million in unrestricted cash and investments, equal to a light
55.1 days of cash on hand, 5.4x cushion ratio, and 41.1% cash to
debt.  MMC's liquidity deteriorated due to the equity contribution
for the completion its expansion project and Fitch expects
stability to modest growth going forward as MMC's cash flow should
exceed more modest capital needs going forward.

Manageable Future Capital Needs: MMC's five-year capital budget
(2014-2018) totals $48.6 million, starting with $13.7 million
budgeted for 2014 and declining thereafter.  Fitch expects MMC
will generate more than sufficient cash flow to support its
capital needs, as well as provide incremental balance sheet
replenishment over the longer term.

Rating Sensitivities

Sustained Operating Results: Fitch expects MMC to realize the full
benefits of its cost control initiatives and expansion project to
achieve break-even profitability (excluding provider fee benefit)
in 2014. Additionally, Fitch expects this level of cash flow
to begin to rebuild its balance sheet as future capital needs are
manageable.

Credit Profile
Marshall Medical Center (MMC) is located in Placerville,
California approximately 45 miles east of Sacramento, and operates
a 113 bed general acute-care community hospital and several
clinics. In fiscal 2013 (draft audit), MMC generated $213.6
million in total operating revenue.

Steadier Core Operations
Following the opening of its 3-story expansion, MMC was able to
stabilize its operating margin at 2.6% in fiscal 2013, despite an
increase in depreciation and other operating expenses.
Additionally, MMC is demonstrating reduced reliance on the net
benefit from the provider fee program, which equaled $6.9 million
in 2013.

Significant work on lean operations coupled with good clinical
volume growth supported better profitability in fiscal 2013, and
should support sustained cash flow going forward. MMC's inpatient
volumes increased 3% in 2013, while attention to operating
efficiency reduced inpatient length of stay to 4.4 days from 4.8
days in 2012. Without significant reductions in force, MMC held
its personnel costs largely flat in 2013 from prior year, against
a 3% increase in total revenues. Fitch also notes that MMC's
strong market position as the only acute care provider in its
service area should help support sustained performance going
forward.

Balance Sheet Stress
MMC has light liquidity, with metrics reflective of the below-
investment-grade rating. At Oct. 31 2013, MMC had $29.9 million in
unrestricted cash, against $72.7 million in total long term debt.
MMC's debt includes $29.3 million in series 2004A fixed rate
bonds, $20 million in series 2004B auction rate bonds, $17.3
million in series 2012A fixed rate bonds, and $4 million in
capital leases.

MADS is calculated at $5.5 million, which MMC covered at 3.1x by
operating EBITDA in fiscal 2013. Debt service is not level due to
staggered capital lease payments, and will decline slightly in
2016 to $4.5 million, until increasing to $5.4 million in 2023 as
the series 2004B bonds begin to amortize.

Fitch notes that sustained cash flow in excess of expected capital
demands over the next three to five years should allow for balance
sheet preservation at a minimum. In addition, the recent state
extension of the provider fee program for another three years
(through Dec. 2016), should net MMC $21 million if approved by
CMS. Capital expenditures are budgeted to equal $13.7 million in
fiscal 2014 and fall year-over-year thereafter. Sustained cash
flow results ($17 million operating EBITDA in fiscal 2013) should
provide incremental balance sheet growth over time now that MMC's
capital demands are reduced.

Disclosure
MMC provides quarterly and annual disclosure via the Municipal
Securities Rulemaking Board's EMMA System. Annual disclosure is
provided within 120 days of fiscal year end; quarterly disclosure
is provided within 45 days of the first three quarters and 60 days
for the last quarter.


MARTIFER SOLAR: Cathay Bank Questions Venue of Bankruptcy Case
--------------------------------------------------------------
Cathay Bank, pre-bankruptcy lender of Martifer Solar USA, Inc.,
said in papers filed with the Bankruptcy Court in Nevada that it
has serious questions about the propriety of the venue of the
Debtors' bankruptcy.  The Bank noted that USA conducts all of its
business from its headquarters in West Los Angeles, California.
The Bank is located in Southern California.  All of the witnesses
and all of the records are located in Southern California and
there is significant reason to believe that the USA bankruptcy
should be pending in the U.S. Bankruptcy Court for the Central
District of California, in the Los Angeles Division.

The Bank raised its venue concern in an objection it filed Jan. 27
to the Debtors' request to use cash collateral.  The Bank is owed
in excess of $6,000,000 by Martifer Solar USA, and asserts a duly-
perfected senior-most security interest in all of USA's assets.

The Bank said it reserves all of its rights to challenge the venue
of the cases.

In its objection to the Debtors' request, the Bank said that, by
the Debtors' own numbers, "the Debtors seek to operate for the
next 13 weeks, post-petition, by hemorrhaging red ink to the tune
of more than $1.4 Million (PLUS Administrative Expenses), to the
serious detriment of the Bank and its security interests.
Further, in large part, USA asks this Court for permission to use
approximately $505,000 which is not property of the bankruptcy
estate and over which th[e Bankruptcy] Court has no jurisdiction."

The Bank also said that prior to the bankruptcy filing, USA
wrongfully took and diverted the proceeds of the Bank's pre-
petition collateral, and deposited the wrongfully diverted
proceeds into an account maintained at California Bank and Trust
in West Los Angeles.  The Bank confirmed the wrongful diversion
through a forensic audit.

The Bank also argued that it is not adequately protected by the
proposed operations by USA and its affiliate in these matters.
Even if the Court were to permit the Debtors to spend the Bank's
cash collateral, the only possible way the Debtors can survive is
via the proposed DIP financing facility from the Debtors' parent,
in a junior secured position.

The Bank also said the Debtors' moving papers are bereft of any
admissible evidence regarding the actual value of the Bank's
collateral or regarding the existence of an "equity cushion," that
might protect the Bank for the next 13 weeks while the Debtors'
incur $2 million in debt to an insider so their operations can
lose $1.3 million.

"In other words, for the first 13 weeks, the Debtor must borrow
more than $2 Million in order to lose $1.3+ Million via its
operations," the Bank said.

The Bank added that it has serious doubts as to the ultimate
collectability of the Debtor's accounts which comprise the bulk of
the Bank's collateral.

Martifer Solar USA and debtor-affiliate Martifer Aurora Solar,
LLC, have filed papers with the Nevada Bankruptcy Court in defense
of their request (1) to use cash collateral (2) to obtain debtor-
in-possession financing; (3) for joint administration of their
Chapter 11 cases; and (4) for certain relief related to adequate
protection for utility providers.

The Objections, the Debtors said, come at the heels of a long
history of ultimatums and improper actions by Cathay that have
long threatened to destroy the going concern value of Debtors'
businesses, to the detriment of all creditors and equity holders.

The Debtors relate, "For months prior to the Petition Date,
Debtors attempted to negotiate a reasonable work-out of the Cathay
debt.  As time went on, Debtors were met with increasingly
strident and unreasonable demands by Cathay, which ultimately
escalated into unilateral and unauthorized withdrawals of funds
from Debtors' accounts maintained with Cathay. . . .  Debtors
repeatedly advised Cathay that its actions were jeopardizing
Debtors' ability to operate as a going concern, but Debtors'
admonitions fell on deaf ears.  Indeed, only days before the
Petition Date, Cathay imposed an improper freeze on an account
maintained by Martifer USA, imperiling its ability to make payroll
and satisfy other crucial expenses."

"Cathay's strong-arm tactics have continued post-petition.
Despite Debtors' repeated efforts to engage Cathay in negotiations
for the consensual use of cash collateral on eminently reasonable
terms, Cathay has refused to provide any response to Debtors'
proposed cash collateral stipulation.  Instead, Cathay objected to
having the Cash Collateral Motion and the DIP Motion heard at an
initial hearing nearly one full week after the Petition Date.
Cathay also filed its Objections to the Contested First Day
Motions, which Objections are premised entirely on
mischaracterizations of the relief requested and self-serving
arguments that are contrary to fact and law.

"When considered in concert with Cathay's pre-petition actions,
the Objections strongly suggest that what Cathay wants is to force
a shutdown of Debtors' operations to the extreme prejudice of the
estates.  If this is truly Cathay's desire, then Cathay can file a
motion seeking this relief, which will be emphatically opposed by
Debtors.  The salient purpose of chapter 11 is to guard against
this very type of single-minded effort to realize immediate
benefit by one creditor at the expense of all other creditor
and equity constituents. The Court should reject Cathay's attempt
to commandeer this proceeding, and instead grant the relief
requested in the Contested First Day Motions in order to give
Debtors the opportunity to reorganize that chapter 11 was designed
to provide."

A copy of the Debtors' Omnibus Reply is available at no extra
charge at:

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

                       About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.


MAXCOM TELECOMUNICACIONES: Nexus Partners et al. Disclose Stake
---------------------------------------------------------------
Nexus-Maxcom Holdings I, LLC; Nexus-Banc of America Fund II, L.P.;
Nexus Partners II, L.P.; Nexus Partners I, LLC; and Jacques
Gliksberg and Marco Viola on Feb. 12, 2014, jointly filed with the
U.S. Securities and Exchange Commission a Schedule 13G/A
(Amendment No. 4) to disclose their ownership of Series A Common
Stock of Maxcom Telecomunicaciones, S.A.B. de C.V.

The Joint Filing disclosed that Nexus Partners I is the direct
beneficial owner of 1,009,679 shares of Series A Common Stock, or
approximately 0.1% of the total outstanding shares of Series A
Common Stock.  Mr. Gliksberg is the beneficial owner of 1,139,238
shares of Series A Common Stock, or approximately 0.1% of the
total outstanding shares of Series A Common Stock.

Of the shares of Series A Common Stock held by Mr. Gliksberg,
865,477 shares are owned directly by Mr. Gliksberg and his spouse
as joint tenants, and 273,761 shares are owned through an account
over which Mr. Gliksberg has power of attorney.

Mr. Viola is the direct beneficial owner of 641,999 shares of
Series A Common Stock, or less than 0.1% of the total outstanding
shares of Series A Common Stock.

The shares of Series A Common Stock directly owned by Nexus
Partners may be deemed to be beneficially owned indirectly by
Messrs. Gliksberg and Viola, its managers.

All of the percentages calculated in this Amendment No. 4 are
based upon an aggregate of 806,006,544 shares of Series A Common
Stock outstanding as of Dec. 31, 2012, as disclosed in the
Company's Annual Report on Form 20-F filed with the Securities and
Exchange Commission on May 15, 2012.

                           About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

Maxcom sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Case No. 13-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

The Company engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y Rios, S.C., as its financial advisor; and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and Chapter 11 case.  The Ad Hoc Group retained Cleary
Gottlieb Steen & Hamilton LLP and Cervantes Sainz, S.C., as its
U.S. and Mexican legal advisors.  Ventura retained VACE Partners
as its financial advisor, and Paul Hastings LLP and Jones Day as
its U.S. and Mexican legal advisors, respectively.

Maxcom disclosed that the U.S. Bankruptcy Court in Delaware on
Sept. 10 entered an order confirming the Company's prepackaged
Chapter 11 plan of reorganization.  Confirmation of the Plan was
fully-consensual: the only class of creditors entitled to vote
overwhelmingly voted in favor of the Plan and no party objected to
confirmation of the Plan.

In October 2013, Maxcom's First Amended Joint Plan of
Reorganization became effective, and the Company emerged from
Chapter 11 protection.


METEX MFG: Has Until May 9 to Propose Chapter 11 Plan
-----------------------------------------------------
The Hon. Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York extended Metex Mfg. Corporation's
exclusive periods to file a Chapter 11 Plan until May 9, 2014, and
to solicit acceptances for that Plan until July 9.

As reported in the Troubled Company Reporter on Jan. 28, 2014,
according to the Debtor, although a Plan of Reorganization has
been filed, based upon its experience with voting on its
unsuccessful prepackaged plan, an extension of the exclusive
periods is necessary to ensure sufficient time to solicit, count
and challenge, if necessary, votes on the Plan, and to seek
affirmation by the District Court of the Plan's supplemental
injunction pursuant to Section 524(g) of the Bankruptcy Code.

The reorganization, Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reported, is based in part on settlements with
nine insurance companies whose contributions of $182.1 million to
$189.75 million will help finance the plan.

                         About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.

Metex filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 12-14554) on Nov. 9, 2012.  The petition was signed by
Anthony J. Miceli, president.  The Debtor estimated its assets and
debts at $100 million to $500 million.  Judge Burton R. Lifland
presides over the case.

Paul M. Singer, Esq., and Gregory L. Taddonio, Esq., at Reed Smith
LLP, in Pittsburgh, Pa.; and Paul E. Breene, Esq., and Michael J.
Venditto, Esq., at Reed Smith LLP, in New York, N.Y., represent
the Debtor as counsel.


MF GLOBAL: Former Execs Slam Customer-Trustee Claim Settlement
--------------------------------------------------------------
Law360 reported that Jon Corzine and other former MF Global Inc.
executives urged a New York federal court to block the firm's
liquidation trustee from taking on class action claims surrounding
money commodity customers lost in its collapse, arguing there is
no legal basis for such a maneuver.

According to the report, eight onetime directors and officers are
disputing a bankruptcy court agreement whereby MFGI commodity
customers got distributions from the general estate repaying them
in full.

The case is Deangelis v. Corzine et al., Case No. 1:11-cv-07866
(S.D.N.Y.) before Judge Victor Marrero.

                        About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MONTANA ELECTRIC: Parties in Talks; Plan Proceedings Stayed
-----------------------------------------------------------
In the Chapter 11 case of Southern Montana Electric Generation and
Transmission Cooperative, Inc., all actions scheduled for hearing
in bankruptcy court in Billings, Montana, on Feb. 25, 2014, are
stayed, according to information on Beartooth Electric Cooperative
Inc.'s Web site.

According to the update posted on Feb. 12, Beartooth Electric said
the parties are in settlement discussion.  If a settlement is
reached, all pending actions, competing plans, and motions will be
dismissed.  If the settlement discussions fail, or if a plan based
on a settlement is not confirmed, the stay will be lifted.

The Bankruptcy Court was slated to consider approval of disclosure
statements explaining the competing Chapter 11 plans for the
Cooperative beginning Tuesday at 9:00 a.m.  The Plan proponents
require approval of the Plan outline before sending them to
creditors to solicit votes.

The Disclosure Statement hearing was continued to Tuesday along
with a status conference that was originally set for Jan. 14.

Objections to the disclosure statements were due Feb. 4.

Two plans are currently on file with the Court.

On one side is the liquidating plan filed by Beartooth Electric
Cooperative, Inc., Fergus Electric Cooperative, Inc., Mid-
Yellowstone Electric Cooperative, Inc. and Tongue River Electric
Cooperative, Inc., each a member cooperative in the Debtor.  The
Member Cooperatives on Dec. 31 filed the Second Amended Disclosure
Statement for Member Cooperatives' Plan of Liquidation for
Southern Montana Electric Generation and Transmission Cooperative,
Inc.

On the other is the Plan of Reorganization for the Cooperative
filed Dec. 17, by The Prudential Insurance Company of America,
Universal Prudential Arizona Reinsurance Company, Prudential
Investment Management, Inc. as successor in interest to
Forethought Life Insurance Company, and Modern Woodmen of America.

                     Member Cooperatives' Plan

The Disclosure Statement amends the Disclosure Statement for
Member Cooperatives' Plan of Liquidation for Southern Montana
Electric Generation and Transmission Cooperative, Inc. dated Oct.
25, 2013, and is in support of the Amended Member Cooperatives'
Plan of Liquidation for Southern Montana Electric Generation and
Transmission Cooperative, Inc., dated Dec. ___, 2013.

The Initial Disclosure Statement was filed as a supplement to the
Disclosure Statement for the Chapter 11 Trustee's Third Amended
Plan of Reorganization dated Sept. 24, which was approved by the
Bankruptcy Court by Order dated Oct. 1, 2013.

However, pursuant to an Order dated Nov. 26, 2013, the Bankruptcy
Court terminated the appointment of the Chapter 11 Trustee, Lee A.
Freeman, necessitating the Plan amendments.

In addition, the Second Amended Disclosure Statement addresses
certain objections raised by the Noteholders.

The Member Cooperatives' Plan provides for the prompt and complete
liquidation and dissolution of the Debtor; sale, distribution, or
surrender of the Debtor's assets; substantial distributions to
secured creditors commensurate with the value of the collateral; a
distribution to unsecured creditors that is equal to if not
greater than what they would receive if the Debtor were to be
liquidated in Chapter 7; and for the Members to transition to new
power suppliers during a limited transition period following
confirmation.

The other key elements of the Members' Plan are that the Debtor
will appoint a Liquidating Agent to manage the Debtor's
liquidation; Highwood Generating Station and other collateral is
surrendered to the primary secured creditors, the Noteholders; the
Members' All-Requirements Contracts with Debtor are rejected and
terminated; and, the Debtor's power contract with Western Area
Power Administration is assigned in agreed allocated shares to the
participating Members.

The Members, after inquiry and investigation, believe that a
successful reorganization of the Debtor is not feasible in the
current regulatory and economic environment, particularly with the
current number of Members and Members' patrons/customers, the lack
of load diversification, lack of opportunity for load growth, and
the dissension among the Members. Therefore, the Members believe
that the Members' Plan provides the fairest, most equitable, and
balanced resolution of the claims against the Debtor and the
interests of the Members and will protect the interests of the
Members' patrons/customers. The Members strongly recommend that
you vote to accept the Members' Plan.

A copy of the Second Amended Disclosure Statement explaining the
Members' Plan is available at no extra charge at:

     http://bankrupt.com/misc/SOUTHERNMONTANA2ds.pdf

                         Noteholders' Plan

The Noteholders' Plan provides for the continued operation of the
Debtor.  Incorporated within the Plan are a settlement reached by
the Noteholders with all of the Construction Lienholders which
recorded mechanic liens against property of the Estate and a
settlement reached by the Noteholders with the Official Committee
of Unsecured Creditors.  In addition, the Plan retains for the
benefit of the Estate (and improves upon) the terms of a
negotiated settlement between the Noteholders and the Chapter 11
Trustee which resolves the issue of the value of the Noteholders'
collateral and under which the Noteholders' current claim for a
$46 million "make-whole amount" is waived.

According to the Plan, the settlement reached with the Noteholders
will result in a material reduction of the Noteholders' debt,
interest rate relief for the Debtor, and a shorter period of time
before the Noteholders' restructured debt is repaid.  The Plan
also provides for recoveries to other secured creditors and
distributions to unsecured creditors that are equal to if not
greater than what they would receive if the Debtor were to be
liquidated.

In addition to the settlement with the the Construction
Lienholders and the Official Committee of Creditors, one of the
other key elements of the Noteholders' Plan is a 10-year, all-
requirements power supply agreement between Reorganized Southern
and Morgan Stanley Capital Group, Inc. under which all of the
Debtor's power and energy needs will be met with under market-
based prices that are, in real dollars, at historical lows.  The
MSCGI Agreement replaces a pre-petition, long-term power supply
agreement with PPL Montana, LLC, and assigned to PPL EnergyPlus,
LLC that required the Debtor to purchase quantities of power that
greatly exceeded its needs and at prices that turned out to be
significantly overmarket.  By any measure, the MSCGI Agreement
will save the Debtor over $100 million as compared to what it
would have had to pay PPL through Dec. 31, 2019, the expiration
date of the PPL contract -- as set forth in an analysis performed
by ACES, formerly known as ACES Power Marketing, the Chapter 11
Trustee's industry advisor -- and allow for reasonable rates to be
charged to the Debtor's members for at least the next decade.

The significant savings achieved by the replacement of the PPL
contract will allow the Debtor to maintain sufiicient revenue to
pay the debt of the Noteholders secured in part by the Highwood
Generating Station on restructured terms and still charge rates to
its members that are significantly lower than what they would have
been had the PPL contract been performed.

Further, by the trust vehicle created pursuant to this Plan, the
Debtor will have the benefit of a futher reduction in the
principal balance of the Noteholders' debt, and will be able to
retain the optionality presented by continued ownership of a gas-
fired power generation facility in an environment in which coal-
fired plants across the country are being shut down or scheduled
to shut down due to environmental issues as well as the cost-
effectiveness of operating gas-fired plants at current natural gas
prices. Finally, by continuing to operate rather than liquidate,
the value of the Debtor's claims wholesale power contracts is
preserved for the benefit of creditors.

The Noteholders believe that the Plan provides creditors with the
best possible recovery under the circumstances.

A copy of the Disclosure Statement explaining the Noteholders'
Plan is available at no extra charge at:

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

The Member Cooperatives and their counsel are:

Attorneys for Tongue River Electric Cooperative, Inc.

     Jeffery A. Hunnes, Esq.
     GUTHALS, HUNNES & REUSS, P.C.
     P.O. Box 1977
     Billings, MT 59103-1977
     Telephone: 406-245-3071
     Facsimile: 406-245-3074
     E-mail: jhunnes@ghrlawfirm.com

Attorneys for Mid-Yellowstone Electric Cooperative, Inc.:

     Gary Ryder, Esq.
     P O Box 72
     Hysham MT 59038
     Tel: (406) 342-5546
     Fax: (406) 342-5626
     E-mail: garyryder@rangeweb.net

Attorneys for Fergus Electric Cooperative, Inc.

     John Paul, Esq.
     LAW OFFICE OF JOHN P. PAUL, PLLC
     P O Box 533
     Great Falls, MT 59403
     Tel: (406) 761-4422
     Fax: (406) 761-2009
     E-mail: johnpaul@qwestoffice.net

Attorneys for Fergus Electric Cooperative, Inc.:

     Robert K. Baldwin, Esq.
     Trent M. Gardner, Esq.
     GOETZ, BALDWIN & GEDDES, P.C.
     35 North Grand
     P.O. Box 6580
     Bozeman, MT 59771-6580
     Tel: (406) 587-0618
     Fax: (406) 587-5144
     E-mail: rbaldwin@goetzlawfirm.com
             tgardner@goetzlawfirm.com

Attorneys for Beartooth Electric Cooperative, Inc.:

     Laurence R. Martin, Esq.
     Martin S. Smith, Esq.
     FELT, MARTIN, FRAZIER & WELDON, P.C.
     208 North Broadway, Suite 313
     P.O. Box 2558
     Billings, Montana 59103
     Tel: (406) 248-7646
     Fax: (406) 248-5485
     E-mail: lmartin@feltmartinlaw.com
             msmith@feltmartinlaw.com

Counsel for the Noteholders are:

     Steven M. Johnson, Esq.
     CHURCH, HARRIS, JOHNSON & WILLIAMS, P.C.
     114 Third Street South
     P.O. Box 1645
     Great Falls, MT 59403
     Tel: 406-761-3000
     Fax: 406-453-2313
     E-mail: sjohnson@chjw.com

          - and -

     Jonathan B. Alter, Esq.
     BINGHAM McCUTCHEN LLP
     One State Street
     Hartford, CT 06103-3178
     Tel: 860-240-2700
     Fax: 860-240-2800
     E-mail: jonathan.alter@bingham.com

          - and -

     Steven Wilamowsky, Esq.
     BINGHAM McCUTCHEN LLP
     399 Park Avenue
     New York, NY 10022
     Tel: 212-705-7000
     Fax: 212-702-3607
     E-mail: steven.wilamowsky@bingham.com

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.

On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as
Chapter 11 trustee for SME, at the behest of Fergus Electric
Cooperative Inc.  Judge Ralph Kirscher said changed circumstances,
such as agreement among the co-op's members on a liquidation plan,
eliminate the need for a trustee.

Fergus and Beartooth Electric Cooperative, Inc., have asked the
Court to convert SME's Chapter 11 case to one under Chapter 7 of
the U.S. Bankruptcy Code.


MONUMENT OF FAITH: Case Summary & 2 Unsecured Creditors
-------------------------------------------------------
Debtor: Monument of Faith, Inc.
        19700 N.E. 22 Avenue
        Miami Gardens, FL 33180

Case No.: 14-13802

Chapter 11 Petition Date: February 19, 2014

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

Judge: Hon. Laurel M Isicoff

Debtor's Counsel: Mark S. Steinberg, Esq.
                  MARK S. STEINBERG, P.A.
                  9400 S Dadeland Blvd PH 5
                  Miami, FL 33156
                  Tel: 305-671-0015
                  Fax: 305-671-0017
                  Email: mss25@juno.com

Total Assets: $1.47 million

Total Liabilities: $1.85 million

The petition was signed by James N. Francis, president.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb14-13802.pdf


NATIVE WHOLESALE: Files Reorganization Plan
-------------------------------------------
Native Wholesale Supply Company at the end of January filed a
proposed reorganization plan.

A major effort to reach a consensual plan was made by the Debtor,
the states and the USDA, but was not achieved by the Jan. 31, 2014
deadline.  The Debtor says it has not ruled out the possibility
that it can ultimately reach agreement with the States and the
USDA and modify its Plan as a joint consensual plan.

The Debtor and the USDA have or will have stipulated that the
total amount of USDA's claim is $43.1 million, of which $25.6
million has priority under 11 U.S.C. Sec. 507(a)(8)(E)(iii).
Under the Plan, within 30 days after the Effective Date, the
Debtor will be required to pay $3 million on the priority portion
of the USDA claim.  The Debtor will continue so-called TIPP
payments on a current basis after confirmation of the Plan.

The states -- California, New Mexico, Idaho, Oklahoma and New York
-- which have pending suits against the Debtor, and no final order
has been obtained by any of the states with respect to any of the
suits.  Some of the states' claims, if allowed by virtue of a
final order in its respective lawsuit, will include prepetition
unsecured claims and postpetition administrative expense claims.

Except for an initial payment directly from the Debtor of
$3 million to the USDA on its priority claim and payment in full
of small, undisputed allowed claims as well as allowed
administrative claims within 30 days after the effective date, the
Plan contemplates establishment of a creditor escrow account to be
administered by a creditor escrow agent for the repayment of
allowed claims in the order of priority established by the
Bankruptcy Code.

The interest of the Debtor's principal, Arthur Montour, is
unimpaired under the Plan.

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

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

             About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo,
New York, and Karen Cordry, Esq., National Association of
Attorneys General, in Washington, D.C.

No trustee, examiner or creditors' committee has been appointed in
the case.


NEW YORK CITY OPERA: Auction Fetches Net of $70,500
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New York City Opera mounted priceless productions
when divas like Beverly Sills were singing from the stage in
Lincoln Center. When the opera liquidated, it wasn't worth much.

According to the report, gross proceeds from the auction were
$135,000. After paying the auctioneer's commission and expenses,
the net recovery was $70,500, according to a report filed with the
U.S. Bankruptcy Court in Manhattan.

Among the items commanding the highest prices were a harp that
went for $10,500 and stage sets for "Sweeney Todd" that fetched
$5,400, the report related.

Tiger Remarketing Servicing LLC conducted the auction and received
a 10 percent commission, the report said.

                    About New York City Opera

New York City Opera, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 13-13240) on Oct. 3, 2013, estimating
between $1 million and $10 million in both assets and debt.

The petition was signed by George Steel, general manager and
artistic director.  Kenneth A. Rosen, Esq., at Lowenstein Sandler
LLP, serves as the opera's counsel.  Ewenstein Young & Roth LLP
serves as special counsel.


NNN SIENA: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy cases:

     Debtor                                 Case No.
     ------                                 --------
     NNN Siena Office Park I 3,             14-40670
     9242 Creekside Trail

     NNN Siena Office Park I 5, LLC         14-40675
     5528 W. 125th Ave.
     Crown Point, IN 94606

     NNN Siena Office Park I 12, LLC        14-40678

     NNN Siena Office Park I 24, LLC        14-40685

     NNN Siena Office Park I 28, LLC        14-40691
     8 Fowler Ct.
     Oroville, CA 94606

     NNN Siena Office Park I 41, LLC        14-40668
     141 Wildwood Gdns
     Piedmont, CA 94611-3833

     NNN Siena Office Park I 4, LLC         14-40672
     c/o Mubeen Aliniazee
     Manager and Responsible Individual
     8083 East Michelle Dr.
     Scottsdale, AZ 85255-5424

     NNN Siena Office Park I 8, LLC         14-40677

     NNN Siena Office Park I 33, LLC        14-40696
     13725 NE Eilers Rd.
     Aurora, OR 94606

     NNN Siena Office Park I 37, LLC        14-40703
     1715 South Crumal St.
     Visalia, CA 94606

     NNN Siena Office Park I 40, LLC        14-40707
     32189 Calle Avella
     Temecula, CA 94606

     NNN Siena Office Park I 10, LLC        14-30244
     99 Glenside Way
     San Rafael, CA 94606

     NNN Siena Office Park I 2, LLC         14-40669
     c/o Mubeen Aliniazee
     Manager and Responsible Individual
     8083 East Michelle Dr.
     Scottsdale, AZ 85255-5424

     NNN Siena Office Park I 21, LLC        14-40684
     5 Maddy Ln
     Acton, MA 94606

     NNN Siena Office Park I 35, LLC        14-40698

     NNN Siera Office Park I 39, LLC        14-40706
     22751 S. Engstrom Rd
     Colton, OR 94606

     NNN Siena Office Park I 13, LLC        14-40679

     NNN Siena Office Park I 17, LLC        14-40681
     1286 Maleko St.
     Kailua, HI 94606

     NNN Siena Office Park I 27, LLC        14-40690
     1404 Charleston Ave
     Monroe, GA 94606

     NNN Siena Office Park I 31, LLC        14-40693
     180 Chrest Rd
     Woodside, CA 94606

     NNN Siena Office Park I 32, LLC        14-40695
     10455 Deercrest Trl.
     Nevada City, CA 94606

     NNN Siena Office Park I 7, LLC         14-40676
     10181 Silver Lak Dr.
     Boca Raton, FL 94606

     NNN Siena Office Park I 34, LLC        14-40697


     NNN Siena Office Park I 38, LLC        14-40705
     22751 S. Engstrom Rd.
     Colton, OR 94606

     NNN Siena Office Park I 20, LLC        14-40683
     9100 Henry St.
     Dyer, In 94606

     NNN Siena Office Park I 25, LLC        14-40687
     142 Alvarado Road
     Berkeley, CA 94705

     NNN Siena Office Park I 26, LLC        14-40688
     109 N Cove Key Ln
     Mooresville, NC 94606

     NNN Siena Office Park I 36, LLC        14-40699

     NNN Siena Office Park I 22, LLC

     NNN Siena Office Park I 1, LLC

Chapter 11 Petition Date: February 19, 2014

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Hon. Elaine Hammond (14-40672, 14-40706, 14-40668,
                            14-40672, 14-40681, 14-40687,
                            14-40691, 14-40696)

       Hon. Dennis Montali (14-30244)

       Hon. William J. Lafferty (14-40669, 14-40675, 14-40683,
                                 14-40688, 14-40693, 14-40703, 14-
                                 40707)

       Hon. Roger L. Efremsky (14-40676, 14-40684, 14-40690, 14-
                               40695, 14-40705)

Debtor's Counsel: Darvy Mack Cohan, Esq.
                  LAW OFFICES OF DARVY MACK COHAN
                  7855 Ivanhoe Ave #400
                  La Jolla, CA 92037
                  Tel: (858) 459-4432
                  Email: dmc@cohanlaw.com

                                       Estimated     Estimated
                                         Assets        Debts
                                       -----------  -----------
  NNN Siena Office Park I 5, LLC       $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 41, LLC      $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 4, LLC       $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 33, LLC      $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 37, LLC      $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 40, LLC      $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 10, LLC      $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 2, LLC       $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 21, LLC      $10MM-$50MM   $10MM-$50MM
  NNN Siera Office Park I 39, LLC      $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 17, LLC      $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 27, LLC      $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 31, LLC      $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 32, LLC      $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 7, LLC       $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 38, LLC      $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 20, LLC      $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 25, LLC      $10MM-$50MM   $10MM-$50MM
  NNN Siena Office Park I 26, LLC      $10MM-$50MM   $10MM-$50MM

The petitions were signed by Mubeen Aliniazee, manager and
responsible individual.

A. List of NNN Siena Office Park I 10, LLC's three Largest
   Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
AKDHC, LLC                         Commercial Lease     $13,680

PR Acquisition                     Commercial Lease      $5,139

Grant & Weber, LLC                 Commercial Lease      $3,059

B. List of NNN Siena Office Park I 41, LLC's five Largest
   Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Hanson Bridgett, LLP               Legal Services      $60,000

Coronado Medical Partners, LLC     Commercial Lease    $24,114

AKDHC, LLC                         Commercial Lease    $13,680

PR Acquisition Corporation         Commercial Lease     $5,139

Grant & Weber, LLC                 Commercial Lease     $3,059


NNN SIENA: Section 341(a) Meeting Scheduled for March 24
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of NNN Siena Office
Park I 41, LLC, will be held on March 24, 2014, at 10:00 a.m. at
Oakland U.S. Trustee Office.  Creditors have until June 23, 2014,
to submit their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

NNN Siena Office Park I 41, LLC, together with 30 other
affiliates, filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Cal. Case No. 14-40668) on Feb. 19, 2014.  The petition was signed
by Mubeen Aliniazee, manager and responsible individual.  The
Debtor estimated assets of at least $10 million and debts of at
least $10 million.


OHCMC-OSWEGO: Case Summary & 8 Unsecured Creditors
--------------------------------------------------
Debtor: OHCMC-Oswego, LLC
        3108 S. Rt. 59, Ste 124-373
        Naperville, IL 60564

Case No.: 14-05349

Type of Business: The Debtor is an Illinois limited liability
                  company that was formed on July 12, 2005 to,
                  inter alia, acquire, develop and sell a
                  series of real estate developments.

Chapter 11 Petition Date: February 19, 2014

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

Judge: Hon. Carol A. Doyle

Debtor's Counsel: Richard S Lauter, Esq.
                  FREEBORN & PETERS LLP
                  311 S. Wacker Drive, Suite 3000
                  Chicago, IL 60606
                  Tel: 312-360-6641
                  Fax: 312-360-6570
                  Email: rlauter@freeborn.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Camille O. Hoffmann, president of
managing and sole member.

List of Debtor's Eight Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Oliver-Hoffmann Corporation          Loan            $30,905,594
c/o Camille O. Hoffmann,
Regd Agent
7 S. 251 Olesen Drive
Naperville, IL 60540

PNC Bank, N.A.                       Judgment        $11,548,318
Crowley & Lamb P.C. (Attn:

Crowley & Major), 221 N LaSalle,
Ste 1550
Chicago, IL 60601

BMO Harris Bank, N.A.                Loan            $11,376,810
Chapman & Cutler LLP (Attn:
Audley & Lavarda), 111 West
Monroe Street
Chicago, IL 60603

Kendall County Treasurer             Real Estate         $31,789
                                     Taxes

DCWGPC & B, Ltd.                     Legal Fees          $12,216

Michael D. Steffes                   Services             $1,609

Schoppe Design Associates, Inc.      Services               $477

Edward Reagan, Receiver                                  Unknown


OHCMC-OSWEGO: Section 341(a) Meeting Scheduled for March 20
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of OHCMC-Oswego,
LLC, will be held on March 20, 2014, at 3:00 p.m. at 219 South
Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802, in
Chicago, Illinois.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

OHCMC-Oswego, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
N.D. ILL. Case No. 14-05349) on Feb. 19, 2014.  Camille O.
Hoffmann signed the petition as sole member.  The Debtor estimated
assets and debts of at least $10 million.  Richard S Lauter, Esq.,
at FREEBORN & PETERS LLP serves as the Debtor's counsel.  Judge
Carol A. Doyle oversees the case.


OPTIM ENERY: Supplier Seeks $4.6-Mil. Adequate Assurance
--------------------------------------------------------
Walnut Creek Mining Company asks the U.S. Bankruptcy Court for the
District of Delaware to compel Optim Energy, LLC, and Optim Energy
Twin Oaks, LP, to provide adequate assurance of performance under
their fuel supply agreement and authorize suspension of
performance by Walnut Creek under the same agreement until the
adequate assurances are received.

The fuel supply agreement requires Walnut Creek to supply Twin
Oaks substantially all of the lignite that Twin Oaks requires to
operate the plant located in Robertson County, Texas.  Walnut
Creek specifically requires the Debtors to prove an advanced cash
payment in an amount sufficient to satisfy the price of lignite
purchased by Twin Oaks for the average 30-day purchase amount
during 2013, or $4.6 million.

Walnut Creek asserts that shipping lignite to Twin Oaks on credit
would unfairly expose it to significant economic harm.

Walnut Creek is represented by Ronald S. Gellert, Esq. --
rgellert@gsbblaw.com -- and Brya M. Keilson, Esq. --
bkeilson@gsbblaw.com -- at Gellert Scali Busenkell & Brown, LLC,
in Wilmington, Delaware; and Robert J. Bothe, Esq. --
rbothe@mcgrathnorth.com -- James G. Powers, Esq. --
jpowers@mcgrathnorth.com -- and Robert P. Diederich, Esq. --
rdiederich@mcgrathnorth.com -- at McGrath North Mullin & Kratz, PC
LLO, in Omaha, Nebraska.

                       About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cear
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

The Debtors have $713 million of outstanding principal
indebtedness.


ORCHARD SUPPLY: ZBI Equities, Ziff Bros. No Longer Hold Shares
--------------------------------------------------------------
ZBI Equities, L.L.C., and its affiliated entities filed with the
U.S. Securities and Exchange Commission a SCHEDULE 13G (Amendment
No. 2) to disclose that they no longer hold shares of Orchard
Supply Hardware Stores Corporation Class A Common Stock, $0.01 Par
Value.

The affiliated entities are Ziff Brothers Investments, L.L.C.;
Samana Capital, L.P.; Morton Holdings, Inc.; and Philip B.
Korsant.

                      About Orchard Supply

San Jose, Calif.-based Orchard Supply Hardware Stores Corporation,
which operates neighborhood hardware and garden stores focused on
paint, repair and the backyard, and two affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16,
2013, to facilitate a restructuring of the company's balance sheet
and a sale of its assets for $205 million in cash to Lowe's
Companies, Inc., absent higher and better offers.  In addition to
the $205 million cash, Lowe's has agreed to assume payables owed
to nearly all of Orchard's supplier partners.

At the outset of bankruptcy, Orchard had 89 stores in California
and two in Oregon.  Orchard was 80.1 percent owned by Sears
Holdings Corp. until spun off in December 2011.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors appointed in case
has retained Pachulski Stang Ziehl & Jones LLP as counsel, and
Alvarez & Marsal as financial advisors.

On Aug. 30, 2013, the Debtors completed the sale of a majority of
its assets to Orchard Supply Company LLC, a Delaware limited
liability company affiliated with Lowe's Companies, Inc.  Lowe's
Cos. closed the $205 million acquisition of 72 of the Debtors' 91
stores.

The Debtors changed their names following the sale: OSH 1
Liquidating Corporation for Orchard Supply Hardware Stores
Corporation; OSH 2 Liquidating LLC for Orchard Supply Hardware
LLC; and OSH 3 Liquidating LLC for OSH Properties LLC.

The Bankruptcy Court entered an order confirming the Modified
First Amended Plan of Liquidation as filed Dec. 6, 2013, for the
Debtors.  Unsecured creditors were expected to recoup 2.1% to 3%
on $25 million to $35 million in claims.  Holders of senior notes
whose claims totaled $130.7 million were predicted to recover 74%
to 86%.

The Committee reached a settlement with the Debtors, wherein it
agreed to waive the right to sue lenders over the validity of a
$127 million term loan.  There was $118 million owing on an asset-
backed loan with a lien ahead of the term-loan lenders.  The
settlement called for paying off the DIP financing from the sale
proceeds, with term lenders receiving the remainder after Orchard
Supply retained $25 million.  The settlement also created a trust
for unsecured creditors funded with $500,000 from the company.
After term lenders recover 90% of their claims, the next $1.5
million is for the creditors' trust. From proceeds of lease sales
at the 19 stores Lowe's didn't buy, the creditors' trust receives
the first $250,000, with the remainder for term lenders.

The Plan provides for the appointment of a Responsible Person for
the sole purpose of liquidating and distributing the remaining
assets of the Debtors, and a GUC Trustee for the sole purpose of
reconciling and distributing the GUC Trust Assets to the GUC Trust
Beneficiaries.  Neither the Responsible Person nor the GUC Trust
will engage in any business activities other than winding down the
remaining affairs of the Debtors.


ORCHARD SUPPLY: Ed Lampert Entities No Longer Hold Shares
---------------------------------------------------------
Entities affiliated with Edward S. Lampert filed with the U.S.
Securities and Exchange Commission a SCHEDULE 13G (Amendment
No. 2) to disclose that they no longer hold shares of OSH 1
Liquidating Corporation.


The filing entities are ESL Partners, L.P.; ESL Institutional
Partners, L.P.; ESL Investments, Inc.; CRK Partners, LLC; RBS
Partners, L.P.; RBS Investment Management, L.L.C.; and Edward S.
Lampert.  RBS is the general partner of, and may be deemed to
indirectly beneficially own securities owned by, Partners.  RBSIM
is the general partner of, and may be deemed to indirectly
beneficially own securities owned by, Institutional.  Investments
is the general partner of RBS, the sole member of CRK and the
manager of RBSIM. Investments may be deemed to indirectly
beneficially own securities owned by RBS, CRK and RBSIM.  Mr.
Lampert is the Chairman, Chief Executive Officer and Director of,
and may be deemed to indirectly beneficially own securities owned
by, Investments.

                      About Orchard Supply

San Jose, Calif.-based Orchard Supply Hardware Stores Corporation,
which operates neighborhood hardware and garden stores focused on
paint, repair and the backyard, and two affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16,
2013, to facilitate a restructuring of the company's balance sheet
and a sale of its assets for $205 million in cash to Lowe's
Companies, Inc., absent higher and better offers.  In addition to
the $205 million cash, Lowe's has agreed to assume payables owed
to nearly all of Orchard's supplier partners.

At the outset of bankruptcy, Orchard had 89 stores in California
and two in Oregon.  Orchard was 80.1 percent owned by Sears
Holdings Corp. until spun off in December 2011.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors appointed in case
has retained Pachulski Stang Ziehl & Jones LLP as counsel, and
Alvarez & Marsal as financial advisors.

On Aug. 30, 2013, the Debtors completed the sale of a majority of
its assets to Orchard Supply Company LLC, a Delaware limited
liability company affiliated with Lowe's Companies, Inc.  Lowe's
Cos. closed the $205 million acquisition of 72 of the Debtors' 91
stores.

The Debtors changed their names following the sale: OSH 1
Liquidating Corporation for Orchard Supply Hardware Stores
Corporation; OSH 2 Liquidating LLC for Orchard Supply Hardware
LLC; and OSH 3 Liquidating LLC for OSH Properties LLC.

The Bankruptcy Court entered an order confirming the Modified
First Amended Plan of Liquidation as filed Dec. 6, 2013, for the
Debtors.  Unsecured creditors were expected to recoup 2.1% to 3%
on $25 million to $35 million in claims.  Holders of senior notes
whose claims totaled $130.7 million were predicted to recover 74%
to 86%.

The Committee reached a settlement with the Debtors, wherein it
agreed to waive the right to sue lenders over the validity of a
$127 million term loan.  There was $118 million owing on an asset-
backed loan with a lien ahead of the term-loan lenders.  The
settlement called for paying off the DIP financing from the sale
proceeds, with term lenders receiving the remainder after Orchard
Supply retained $25 million.  The settlement also created a trust
for unsecured creditors funded with $500,000 from the company.
After term lenders recover 90% of their claims, the next $1.5
million is for the creditors' trust. From proceeds of lease sales
at the 19 stores Lowe's didn't buy, the creditors' trust receives
the first $250,000, with the remainder for term lenders.

The Plan provides for the appointment of a Responsible Person for
the sole purpose of liquidating and distributing the remaining
assets of the Debtors, and a GUC Trustee for the sole purpose of
reconciling and distributing the GUC Trust Assets to the GUC Trust
Beneficiaries.  Neither the Responsible Person nor the GUC Trust
will engage in any business activities other than winding down the
remaining affairs of the Debtors.


ORCHARD SUPPLY: Ares Partners et al. No Longer Hold Shares
----------------------------------------------------------
Los Angeles, California-based ACOF I LLC; Ares Corporate
Opportunities Fund, L.P.; ACOF Management, L.P.; ACOF Operating
Manager, L.P.; Ares Management, Inc.; Ares Management LLC; Ares
Management Holdings L.P.; Ares Partners Management Company LLC on
Feb. 12 jointly filed with the U.S. Securities and Exchange
Commission a SCHEDULE 13G (Amendment No. 1) to disclose that they
no longer hold shares of OSH 1 Liquidating Corporation's Class A
Common Stock, par value $0.01 per share.

                      About Orchard Supply

San Jose, Calif.-based Orchard Supply Hardware Stores Corporation,
which operates neighborhood hardware and garden stores focused on
paint, repair and the backyard, and two affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16,
2013, to facilitate a restructuring of the company's balance sheet
and a sale of its assets for $205 million in cash to Lowe's
Companies, Inc., absent higher and better offers.  In addition to
the $205 million cash, Lowe's has agreed to assume payables owed
to nearly all of Orchard's supplier partners.

At the outset of bankruptcy, Orchard had 89 stores in California
and two in Oregon.  Orchard was 80.1 percent owned by Sears
Holdings Corp. until spun off in December 2011.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors appointed in case
has retained Pachulski Stang Ziehl & Jones LLP as counsel, and
Alvarez & Marsal as financial advisors.

On Aug. 30, 2013, the Debtors completed the sale of a majority of
its assets to Orchard Supply Company LLC, a Delaware limited
liability company affiliated with Lowe's Companies, Inc.  Lowe's
Cos. closed the $205 million acquisition of 72 of the Debtors' 91
stores.

The Debtors changed their names following the sale: OSH 1
Liquidating Corporation for Orchard Supply Hardware Stores
Corporation; OSH 2 Liquidating LLC for Orchard Supply Hardware
LLC; and OSH 3 Liquidating LLC for OSH Properties LLC.

The Bankruptcy Court entered an order confirming the Modified
First Amended Plan of Liquidation as filed Dec. 6, 2013, for the
Debtors.  Unsecured creditors were expected to recoup 2.1% to 3%
on $25 million to $35 million in claims.  Holders of senior notes
whose claims totaled $130.7 million were predicted to recover 74%
to 86%.

The Committee reached a settlement with the Debtors, wherein it
agreed to waive the right to sue lenders over the validity of a
$127 million term loan.  There was $118 million owing on an asset-
backed loan with a lien ahead of the term-loan lenders.  The
settlement called for paying off the DIP financing from the sale
proceeds, with term lenders receiving the remainder after Orchard
Supply retained $25 million.  The settlement also created a trust
for unsecured creditors funded with $500,000 from the company.
After term lenders recover 90% of their claims, the next $1.5
million is for the creditors' trust. From proceeds of lease sales
at the 19 stores Lowe's didn't buy, the creditors' trust receives
the first $250,000, with the remainder for term lenders.

The Plan provides for the appointment of a Responsible Person for
the sole purpose of liquidating and distributing the remaining
assets of the Debtors, and a GUC Trustee for the sole purpose of
reconciling and distributing the GUC Trust Assets to the GUC Trust
Beneficiaries.  Neither the Responsible Person nor the GUC Trust
will engage in any business activities other than winding down the
remaining affairs of the Debtors.


ORMET CORP: Hires Calibre Group as Financial Advisor and Banker
---------------------------------------------------------------
Ormet Corporation and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Calibre Group, LLC as financial advisor and investment
banker, effective Jan. 28, 2014.

The Debtors require Calibre Group to:

   (a) identify key constituencies impacting the likelihood of a
       Successful transaction, and advise the Debtors with regard
       to key constituencies, including, but not limited to,
       strategic and financial parties ("Prospective Purchasers");

   (b) advise and assist the Debtors in preparing its approach to
       Prospective Purchasers, and in the structuring of a
       transaction related to the Hannibal Facility (the
       "Transaction");

   (c) advise and assist the Debtors on strategic presentations to
       Prospective Purchasers, lenders or other Debtors'
       stakeholders;

   (d) advise and assist the Debtors on communication and
       negotiations with the United Steelworkers;

   (e) advise and assist the Debtors in negotiating the financial
       terms and structure of a transaction; and

   (f) provide other services as are consistent with its role
       as financial advisor in connection with the Transaction as
       may be mutually agreed upon by Calibre and the Debtors.

Calibre Group will be paid according to this Fee Structure:

   -- Retainer Fee. On the full execution and delivery of this
      Agreement, the Debtors shall pay to Calibre a non-refundable
      cash fee of $150,000; and

   -- Success Fee. On the closing date of any Transaction during
      the Term or the Tail Period, the Company shall, upon the
      closing of a third-party Transaction, pay Calibre a cash fee
      equal to 3.0% of the total cash consideration out of the
      proceeds payable to the secured lenders under (a) a Term
      Loan and Security Agreement dated as of Mar. 1, 2010 by and
      among Ormet Corporation, Ormet Primary Aluminum Corporation
      and Ormet Aluminum Mill Products Corporation, as borrowers,
      The Bank of New York Mellon, as agent and the lenders party
      thereto and (b) a post-petition secured term loan facility
      in connection with the Transaction.  In the event that a
      Transaction is consummated pursuant to a credit bid under
      section 363(k) of the Bankruptcy Code by the Secured
      Term Loan Lenders, Calibre will not be entitled to a Success
      Fee; provided, however, (i) if Calibre obtains, prior to
      consummation of the Credit Bid Transaction, a third-party
      offer ("Offer") to consummate a Transaction which is
      feasible, binding upon the applicable purchaser, contains no
      financing, regulatory, diligence or other condition which
      the Company is reasonably unlikely to satisfy and that will
      result in net proceeds payable to the Secured Term Loan
      Lenders of [$____] or more, Calibre will be entitled to
      payment of the Success Fee and (ii) if Calibre has presented
      the Offer or Offers to the Company in connection with a
      proposed Transaction, but the Company nevertheless closes on
      such Transaction pursuant to a credit bid submitted by the
      Secured Term Loan Lenders, the Company, upon closing of the
      Transaction, shall pay Calibre a cash fee equal 3.0% of the
      total cash consideration of the highest outstanding Offer.
      Any Success Fee earned will be netted against the Retainer
      Fee received.

   -- Notwithstanding, if a Transaction occurs, in no
      circumstances will Calibre receive a fee of less than
      $200,000 including the retainer.

   -- The Company agrees that if within 6 months (the "Tail
      Period") from the Termination Date either the Company or any
      party to whom the Company was introduced by Calibre or who
      was contacted by Calibre in connection with its services for
      the Company hereunder proposes a Transaction involving the
      Company or closes on a Transaction with the Company and
      Calibre is not engaged as the Company's financial advisor,
      agent and investment banker in connection with such
      Transaction, then if any such Transaction is consummated,
      the Company shall pay to Calibre the fees set forth above,
      which fees Calibre would have received had Calibre been
      engaged as the Company's financial advisor in connection
      with such Transaction; provided, however, that after the
      consummation of a sale of all or substantially all of the
      assets of any of the assets comprising the Company's
      Hannibal facility (a "Sold Entity"), this provision shall
      not apply to any subsequent transaction consummated by
      such Sold Entity or any purchasers of the assets of such
      Sold Entity, and no fee shall be payable to Calibre under
      this Agreement in respect of such transaction.

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

James Tumulty, principal and CEO of Calibre 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.

Calibre Group can be reached at:

       James Tumulty
       CALIBRE GROUP, LLC
       707 Grant Street, Suite 2320
       Pittsburgh, PA 15215
       Tel: (412) 756-0067

                       About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet emerged from a prior bankruptcy in April 2005.  Lender
Wayzata Investment Partners LLC is among existing owners.  Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.

In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.

In December 2013, Ormet completed a previously approved sale of
its alumina smelter in Burnside, Louisiana, to Almatis Inc. for
$39.4 million.  There was no auction.  Completion of a court-
approved sale of the business to lender and part owner Wayzata
Investment Partners LLC became impossible when Ohio utility
regulators refused in October to grant reductions in electricity
prices. Wayzata would have acquired the business largely in
exchange for debt.

Ormet also has sold 32,000 metric tons of alumina for $8.4 million
to Glencore AG, and its rights and interests in and to 17,086 MT
baked carbon anodes, located at the Debtors' Hannibal, Ohio
location, and its rights and interest in and to 34,755 MT baked
carbon anodes, located in a storage in Baltimore, Maryland, to
Alcoa Materials Management, Inc.


OVERLAND STORAGE: Reports $4.32MM Net Loss for Qtr. Ended Dec. 31
-----------------------------------------------------------------
Overland Storage, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $4.32 million on $10.64 million of total net revenue
for the three months ended Dec. 31, 2013, compared to a net loss
of $4.27 million on $12.6 million of total net revenue for the
same period in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $31.62
million in total assets, $34.93 million in total liabilities, and
a stockholders' deficit of $3.31 million.

The Company's recurring losses and negative cash flows from
operations raise substantial doubt about its ability to continue
as a going concern.

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

                       http://is.gd/32jTyY

                      About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.  The Company's balance
sheet at Sept. 30, 2013, showed $27.87 million in total assets,
$40.17 million in total liabilities and a $12.29 million total
shareholders' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.


OVERSEAS SHIPHOLDING: Projected Sources and Uses of Cash Disclosed
------------------------------------------------------------------
In connection with discussions between Overseas Shipholding Group,
Inc. and its affiliated debtors, and an ad hoc group of OSG
noteholders concerning the Noteholders' proposed plan of
reorganization for the Debtors, OSG filed with the Securities and
Exchange Commission summary projections of certain sources and
uses of cash of OSG contemplated in the terms of the Noteholders'
proposed plan.

According to the document, sources of cash include:

     $564 million cash on balance sheet as of Oct. 31
      $75 million from an 8-month cash flow
     $750 million from so-called US Flag financing
     $200 million from so-called International financing
     $300 million from equity
     ------------
   $1,889 million total

The funds will be used to pay, among others, a settlement with the
IRS; employee, professional, and financing costs; OIN transition
costs; Newbuild costs (Shenandoah); Tampa conversion costs;
potential cash distributions; working capital; and bank principal.

The Sources and Uses Summary -- a copy of which is available at
http://is.gd/2DxwgO-- includes certain forward-looking
information, which is subject to the risks and uncertainties
described in OSG's most recently filed Form 10-K and its other
periodic filings with the SEC.  OSG undertakes no obligation to
update the Sources and Uses Summary or to file or furnish any
additional forward-looking information.

As reported by the Troubled Company Reporter on Feb. 18, 2014, OSG
asked the Bankruptcy Court to approve a plan support agreement
resulting from numerous negotiations with several key creditor
constituencies.  The Debtors entered into the plan support
agreement on Feb. 12, 2014, with certain of the lenders holding an
aggregate of approximately 60% of amounts outstanding under the
Company's $1.5 billion credit agreement, dated as of Feb. 9, 2006.
The Plan Support Agreement requires the Consenting Lenders to
support and vote in favor of a proposed plan of reorganization of
the Debtors consistent with the terms and conditions set forth in
the term sheet attached as an exhibit to and incorporated into the
Plan Support Agreement.

The Term Sheet, provides, among other things, that pursuant to the
Plan, creditors' allowed claims against the Debtors other than
claims under the Credit Agreement, will be paid in full, in cash,
including post-petition interest, and holders of equity interests
and claims subordinated pursuant to section 510(b) of the
Bankruptcy Code would receive a combination of stock and warrants
of reorganized OSG valued at $61.4 million, subject to dilution on
account of a management and director incentive program and a
Rights Offering.

Under the Plan reflected in the Term Sheet, holders of claims
arising out of the $1.5 billion Credit Agreement will receive
their pro rata share of stock and warrants of the reorganized OSG.
In addition, the Term Sheet provides that under the Plan, the
7.50% unsecured notes due in 2024, issued by OSG and the 8.125%
senior notes due in 2018, issued by OSG will be reinstated,
following payment of outstanding interest.

The Term Sheet further provides that pursuant to the Plan, the
Company will raise $150 million through the Rights Offering of
stock and warrants of reorganized OSG to the holders of claims
arising out of the Credit Agreement, which Rights Offering will be
back-stopped by the Consenting Lenders or their designees. The
Plan further contemplates that the Company will raise $625 million
in secured exit financing. The proceeds of the Rights Offering and
such exit financing will enable the Debtors to satisfy the secured
claims of the Export-Import Bank of China -- CEXIM -- in full, in
cash.  As a result, the Debtors will withdraw their motion for
authorization to sell the vessels over which CEXIM has security
interests.

The Debtors previously disclosed that they entered into one of
five "stalking horse" asset sale agreements with Shipco 1, L.L.C.,
Shipco 2, L.L.C., Shipco 3, L.L.C., Shipco 4, L.L.C. and Shipco 5,
L.L.C, respectively, for the sale of certain of the Debtor
Sellers' assets, including five vessels that are collateral for
secured financing provided by the Export-Import Bank of China for
a total cash purchase price of $255 million.

The Consenting Lenders may terminate the Plan Support Agreement
under certain circumstances, including, but not limited to, if the
Debtors fail to achieve certain milestones for seeking
confirmation and effectiveness of the Plan within certain time
periods specified in the Plan Support Agreement including, inter
alia:

     -- filing a Plan and disclosure statement with the
        Bankruptcy Court by March 7, 2014,

     -- the entry of an order by the Bankruptcy Court approving
        the disclosure statement by May 16, 2014, and

     -- the entry of an order by the Bankruptcy Court confirming
        the Plan by June 20, 2014.

The Debtors may terminate the Plan Support Agreement under certain
circumstances, including, but not limited to, if the Debtors, in
the exercise of their fiduciary duty, (i) reasonably determine
that the Plan is not in the best interests of the Debtors' estates
or (ii) receive an unsolicited proposal for an alternative plan
that the Debtors reasonably determine to be more favorable to the
Debtors' estates than the Plan.

As reported by the TCR, a hearing to consider approval of the Plan
Support Agreement is scheduled for March 20, 2014, at 9:30 a.m.
Objections are due Feb. 26.

The Debtors on Feb. 12 filed with the U.S. Securities and Exchange
Commission a copy of:

     -- the Plan Term Sheet, see http://is.gd/7tDORB

     -- the Bank Term Sheet Sources & Uses Subject to Future
        Public Disclosure, dated Feb. 7, see http://is.gd/v7hqJY

     -- the Restricted Holder Disclosure Document, dated Feb. 6,
        see http://is.gd/iusrWN

On Feb. 14, 2014, the Debtors filed their:

     -- Monthly Operating Report For the Period December 1, 2013
        through December 31, 2013, see http://is.gd/n3puNt

     -- Form B26, Periodic Report Regarding Value, Operations and
        Profitability of Entities in which One or More of the
        Debtors' Estates Holds a Substantial or Controlling
        Interest as of February 14, 2014

OSG cautions investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating
Report and Form B26, which were not prepared for the purpose of
providing the basis for an investment decision relating to any of
the securities of OSG.  OSG cannot predict what the ultimate value
of any of its securities may be and it remains too early to
determine whether holders of any such securities will receive any
distribution in the Debtors' reorganization.  In particular, in
most cases under Chapter 11 of the Bankruptcy Code, holders of
equity securities receive little or no recovery of value from
their investment.  OSG said the Monthly Operating Report and Form
B26 are limited in scope, cover a limited time period and have
been prepared solely for the purpose of complying with the
applicable reporting requirements of the Office of the United
States Trustee of the District of Delaware and the Bankruptcy
Court.  The Monthly Operating Report and Form B26 were not audited
or reviewed by independent accountants, are in a format prescribed
by applicable bankruptcy laws and regulations and are subject to
future adjustment and reconciliation. The Monthly Operating Report
and Form B26 do not include all of the adjustments, information
and footnotes required by U.S. generally accepted accounting
principles. Therefore, the Monthly Operating Report and Form B26
do not necessarily contain all information required in filings
pursuant to the Exchange Act, or may present such information
differently from such requirements. There can be no assurance
that, from the perspective of an investor or potential investor in
OSG's securities, the Monthly Operating Report and Form B26 are
complete. Results set forth in the Monthly Operating Report and
Form B26 should not be viewed as indicative of future results.

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PHOENIX COMPANIES: Gets Bondholder Consent to Amend Indenture
-------------------------------------------------------------
The Phoenix Companies, Inc. on Feb. 20 announced the consent of
bondholders holding the majority in principal amount of its 7.45%
Quarterly Interest Bonds due 2032 (CUSIP 71902E 20 8) to amend the
indenture governing the bonds and provide a related waiver.  The
consents received represent approximately 72% of the outstanding
principal amount.

The approval of the amendments and waiver allows Phoenix to extend
to March 16, 2015 the deadline for all SEC reports required to be
delivered to the bond trustee prior to that date.

"We are pleased the consent solicitation was a success and
appreciate the support of our bondholders," said James D. Wehr,
president and chief executive officer.

Phoenix previously said it expects to file its 2012 Form 10-K by
March 31, 2014 and become a timely SEC filer with the filing of
its second quarter 2014 Form 10-Q.  The extended deadline provides
Phoenix with additional flexibility for delivering certain
required SEC reports to the bond trustee.

As previously reported, Phoenix is restating historical annual and
interim GAAP financial statements.  As a result, Phoenix has not
yet filed with the SEC its third quarter 2012 Form 10-Q and its
subsequent periodic reports.

                         About Phoenix

The Phoenix Companies, Inc. -- http://www.phoenixwm.com-- helps
financial professionals provide solutions, including income
strategies and insurance protection, to families and individuals
planning for or living in retirement.  Founded as a life insurance
company in 1851, Phoenix offers products and services designed to
meet financial needs in the middle income and mass affluent
markets.  Its distribution subsidiary, Saybrus Partners, Inc.
offers solutions-based sales support to financial professionals
and represents Phoenix's products among key distributors,
including independent marketing organizations and brokerage
general agencies.  Phoenix is headquartered in Hartford,
Connecticut, and its principal operating subsidiary, Phoenix Life
Insurance Company, has its statutory home office in East
Greenbush, New York.


POWER FORCE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Power Force Apparel, LLC
        250 Summit Blvd., Ste 101
        Birmingham, AL 35243

Case No.: 14-00556

Chapter 11 Petition Date: February 20, 2014

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

Judge: Hon. Thomas B Bennett

Debtor's Counsel: Frederick Mott Garfield, Esq.
                  SPAIN & GILLON, LLC
                  2117 2nd Avenue N.
                  Birmingham, AL 35203
                  Tel: 205-328-4100
                  Fax: 205-324-8866
                  Email: fmg@spain-gillon.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Guy A. Savage, managing member.

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


PRIME PROPERTIES: Case Dismissal Hearing Moved to March 19
----------------------------------------------------------
In the Chapter 11 case of Prime Properties of New York, Inc.,
Bankruptcy Judge Hon. Carla E. Craig rescheduled from Feb. 5, 2014
at 2:30 p.m. to March 19, 2014 at 3:00 p.m. the hearing on these
matters:

     -- Order on Scheduling Status Conference,

     -- Motion to Dismiss Case, and

     -- Cross Motion to Compel The Deposition and Document
        Production of the Debtor, Adjudging the Debtor and
        its Vice President to be in Civil Contempt and Opposition
        To the Debtor's Motion to Dismiss

On Nov. 21, 2013, the Debtor filed a Motion for Voluntary
Dismissal of Chapter 11 Petition.  In response, FTBK Cross-Moved
to compel discovery and opposition to the Motion to Dismiss.

As reported by the Troubled Company Reporter on Dec. 6, 2013,
Prime Properties of New York told the Bankruptcy Court that
dismissal of its Chapter 11 case is in the best interest of the
Debtor and of the creditors.  "This will allow the Debtor to
pursue its claim against the Lender [FTBK Investor II, as Trustee]
in the State Court and allow any other creditor who wants to
pursue claims against the Debtor, to do so in the State Court.

According to the Debtor, the Lender made a motion to vacate the
automatic stay, which the Debtor did not oppose.  An order was
entered on Nov. 1, 2013, that granted the Lender relief from the
automatic stay to proceed with the State Court foreclosure action.

             About Prime Properties of New York, Inc.

Prime Properties of New York, Inc., filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 13-44020) on June 28, 2013.  Prime
Properties of New York's business consists of the ownership and
operation of a property, consisting of two adjacent five-story,
residential apartment buildings, which collectively contain a
total of 55 units, 52 of which are residential units on the corner
of 10th Street and 4th Avenue, in Brooklyn.  The Debtor identified
itself to be Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B).

The Debtor's principal and its 100% shareholder, Nick Gordon,
managed the Property until March 2011, when management of the
Property was taken over by a receiver.  Prior to the Receiver's
appointment, there were well documented disputes between Nick
Gordon and the tenants with respect to the maintenance and upkeep
of the Property.

Bankruptcy Judge Hon. Carla E. Craig oversees the case.  M. David
Graubard, Esq., at Kera & Graubard, in New York, serves as counsel
to the Debtor.  The Debtor estimated up to $12 million in assets
and up to $8.5 million in liabilities.  An affiliate, 234 8th St.
Corp., sought Chapter 11 protection (Case No. 13-42244) on the
March 14, 2013.

Prime Properties of New York, Inc., also sought Chapter 11
protection (Bankr. E.D.N.Y. Case No. 09-46912) on Aug. 12, 2009.
In October 2010, Bankruptcy Judge Joel B. Rosenthal granted the
request by JP Morgan Chase Bank, N.A., to lift the automatic stay
to foreclose on the Debtor's property.  Judge Rosenthal denied the
Debtor's bid to sell the property, free and clear of liens.

In the 2013 case, Prime Properties of New York filed a plan of
reorganization providing for the payment of all administrative
claims and priority claims in full upon confirmation.  The Plan
also offers to pay general unsecured creditors 100% of their
claims, from a fund that will be established by the Debtor for the
purpose of implementing the Plan.  A full-text copy of the
Disclosure Statement dated Sept. 18, 2013, is available for free
at http://bankrupt.com/misc/PRIMEds0918.pdf


PRIME PROPERTIES: FTBK Files Bankruptcy Plan, Proposes Asset Sale
-----------------------------------------------------------------
FTBK Investor II LLC, the Trustee for NY Brooklyn Investor II
Trust 19, on Feb. 3 filed a Plan of Liquidation for Prime
Properties of New York, Inc., which contemplates the sale of
substantially all of the Debtor's assets.

The Plan, which is dated Jan. 29, 2014, provides for FTBK to serve
as the stalking horse bidder, subject to higher or better offers,
at an auction of the Debtor's real property and improvements
thereon located at 300-304 10th Street, Brooklyn, New York 11215
(Block 1016; Lots 2 and 5) in accordance with the provisions of
the Bankruptcy Code, to be conducted immediately following the
confirmation of the Plan.  The proceeds generated from the
Auction, in addition to the cash being held by the State Court
appointed Receiver will be utilized to fund distributions under
the Plan.

In this regard, FTBK has agreed to serve as the stalking horse
bidder at the Auction, subject to higher and better offers, by
credit bidding an amount equal to the FTBK Allowed Secured Claim.
FTBK reserves its right to bid in excess of its full credit bid,
in Cash, in any amount bid in excess of its Allowed Secured Claim.

Under its Plan, FTBK said it has a Secured Claim of $13,934,681.
The amount is the one set forth in FTBK's proof of claim filed on
Sept. 23, 2013, as Claim Number 6-1and does not include any
postpetition amounts which have accrued since the Petition Date,
which will be added to this sum and are all a part of FTBK Allowed
Secured Claim.

FTBK also said that as of Feb. 3 its Allowed Secured Claim,
including all accruals post-petition, is estimated to have grown
to exceed $14,168,454.

If FTBK is the Successful Purchaser, its nominee shall take title
to the Property free and clear of all liens, except that its
election ownership shall be subject to the Mortgage, but FTBK
shall not pursue any further action against the Debtor for a
deficiency.  In addition, if FTBK is the Successful Purchaser of
the Property at the Auction it will accept less than the amount of
its full Allowed Secured Claim so as to ensure any Allowed Claims
and Administrative expenses that have not been paid with the
Receivership Funds will receive the distributions provided for in
the Plan.

For the avoidance of doubt, the Carve out shall be an amount equal
to the amount of Claims entitled to a distribution under the Plan
which remain after the Receivership Funds have been exhausted.

To be considered a higher and better offer than the FTBK Bid, a
proposed purchaser at the Auction must bid in an amount sufficient
to pay the FTBK Allowed Secured Claim in full, the expenses of the
sale, the Carve Out plus $50,000.

FTBK said it will pay the Carve Out if, and only if, it is the
Successful Purchaser of the Property at the Auction.

FTBK's Plan groups claims against and interests in the Debtor in
six classes.  The IRS Tax Claim in Class 1 will be challenged.
The IRS filed a claim for $1,656,656.  FTBK said the claim is over
inflated claim and believes it was based entirely on the Debtor's
failure to timely prepare and file tax returns for the tax years
2009-2012 prior to the Petition Date.  Notwithstanding, Holders of
Class 1 Claims that survive an objection will receive payment on
the Effective Date, or as soon as practicable after the Claims
become Allowed Claims (i) the full amount of its Allowed Class 1
Claim or (ii) as may be otherwise agreed in writing between either
FTBK and/or the Debtor on the one hand, and the holder of such
Claim on the other hand.  Holders of Class 1 Allowed Claims are
impaired and are entitled to vote on the Plan.

Priority Claims (non-IRS) are placed in Class 2.  Class 2 Claims
aggregate to roughly $252.75.  Holders of Class 2 Allowed Claims
are unimpaired and are not entitled to vote.

FTBK's Secured Claim is in Class 3.  In full satisfaction, release
and discharge of FTBK Secured Claim, the holder of the FTBK
Secured Claim will receive either (a) cash in the full amount of
the FTBK Allowed Secured Claim or (ii) the Property by virtue of
the FTBK Bid.

In the event the FTBK Bid is the successful bid at the Auction, in
consideration for the transfer of the Property to FTBK or its
nominee, FTBK will agree to accept less than the amount of its
Allowed Secured Claim.  In this regard, if FTBK shall only be
obligated to pay the Carve Out, to the extent that all Claims
entitled to receive a distribution after the Receivership Funds
have been exhausted.  The Carve Out shall be used to pay Allowed
Claims in the order of priority under the Bankruptcy Code after
the Receivership Funds have been exhausted to pay any remaining
Allowed Class 1 Claim, the Class 2 Claim, the Class 4 Claim, not
more than 10% of the Class 5 Claims and a maximum of $175,000 for
unclassified Administrative Expenses, Trustee's Fees and
Bankruptcy Fees.

If FTBK or its nominee become the Successful Purchaser at the
Auction, the Property shall be conveyed subject to FTBK's existing
Mortgage of record, however, FTBK shall not pursue any deficiency
claims against the Debtor.

General Secured Claims are in Class 4 and consist of the Secured
Claims of City of New York Housing Preservation and Development
against for emergency repairs allegedly performed at the property
and the statutory interest which has accrued thereon and the
secured claim of NYC Office of Administrative Trials and Hearings
(Claim 8-1) as well as the secured portion of the Claim of the NYS
Dept. of Tax & Finance (Claim 2-2). Allowed Secured Claims in
Class 4 will be paid in full. Class 4 is unimpaired and not
entitled to vote.

General Unsecured Claims are in Class 5.  On the Effective Date,
each holder of an Allowed Unsecured Claim will receive a pro rata
distribution at an amount equivalent to 10% percent of their
Allowed Unsecured Claims from the Disbursing Agent.  It is
estimated that the Unsecured Creditors' Claims total not more than
$240,370.  Holders of Class 5 Allowed Claims are impaired and are
entitled to vote on the Plan.

Equity Interests are placed in Class 6.  On the Effective Date,
all Allowed Interests in the Debtor will be extinguished.  Holders
of Class 6 Allowed Interests shall receive nothing on account of
their Interests and are deemed to have rejected the Plan.

A copy of the Lender's Disclosure Statement is available at no
extra charge at:

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

             About Prime Properties of New York, Inc.

Prime Properties of New York, Inc., filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 13-44020) on June 28, 2013.  Prime
Properties of New York's business consists of the ownership and
operation of a property, consisting of two adjacent five-story,
residential apartment buildings, which collectively contain a
total of 55 units, 52 of which are residential units on the corner
of 10th Street and 4th Avenue, in Brooklyn.  The Debtor identified
itself to be Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B).

The Debtor's principal and its 100% shareholder, Nick Gordon,
managed the Property until March 2011, when management of the
Property was taken over by a receiver.  Prior to the Receiver's
appointment, there were well documented disputes between Nick
Gordon and the tenants with respect to the maintenance and upkeep
of the Property.

Bankruptcy Judge Hon. Carla E. Craig oversees the case.  M. David
Graubard, Esq., at Kera & Graubard, in New York, serves as counsel
to the Debtor.  The Debtor estimated up to $12 million in assets
and up to $8.5 million in liabilities.  An affiliate, 234 8th St.
Corp., sought Chapter 11 protection (Case No. 13-42244) on the
March 14, 2013.

Prime Properties of New York, Inc., also sought Chapter 11
protection (Bankr. E.D.N.Y. Case No. 09-46912) on Aug. 12, 2009.
In October 2010, Bankruptcy Judge Joel B. Rosenthal granted the
request by JP Morgan Chase Bank, N.A., to lift the automatic stay
to foreclose on the Debtor's property.  Judge Rosenthal denied the
Debtor's bid to sell the property, free and clear of liens.

In the 2013 case, Prime Properties of New York filed a plan of
reorganization providing for the payment of all administrative
claims and priority claims in full upon confirmation.  The Plan
also offers to pay general unsecured creditors 100% of their
claims, from a fund that will be established by the Debtor for the
purpose of implementing the Plan.  A full-text copy of the
Disclosure Statement dated Sept. 18, 2013, is available for free
at http://bankrupt.com/misc/PRIMEds0918.pdf

Attorneys for FTBK Investor II LLC, as Trustee for NY Brooklyn
Investor II Trust 19, are:

     Jerold C. Feuerstein, Esq.
     Jason S. Leibowitz, Esq.
     KRISS & FEUERSTEIN LLP
     360 Lexington Avenue, Suite 1200
     New York, NY 10017
     Tel: (212) 661-2900
     E-mail: jfeuerstein@kandfllp.com
             jleibowitz@kandfllp.com


PROJECT SUNSHINE: Moody's Assigns (P)B2 CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has assigned a provisional (P) B2
corporate family rating (CFR) to Project Sunshine IV Pty Ltd
(Project Sunshine). At the same time, Moody's has assigned a
provisional (P) B2 senior secured rating to the proposed US$315
million Term Loan Facility for Project Sunshine.

Following completion of the sale of Sensis Pty Ltd ("the
transaction") by Telstra Corporation Limited (Telstra, A2,
stable), Project Sunshine will be the 100% owner of Sensis, which
is Australia's leading provider of telephone directory services.

This is the first time that Moody's has assigned ratings to
Project Sunshine IV Pty Ltd.

The assignment of definitive CFR and senior secured rating is
subject to review of final documentation and successful close of
the transaction. The proceeds of the issuance will be used to
enable an affiliate of Platinum Equity Advisors, LLC (Platinum,
unrated) to acquire its ultimate 70% ownership interest in Sensis
Pty Ltd from Telstra Corporation Ltd for A$454 million (via its
interest in Project Sunshine).

Ratings Rationale

"The (P) B2 ratings primarily reflect the weak operating profile
and structural decline of the industry sector in which Sensis
operates, namely print and digital directories. Notwithstanding
the material challenges in Sensis' operating environment and
inevitable sectoral shift, the ratings are underpinned by Project
Sunshine's good projected financial profile with low initial
financial leverage and good levels of free cash flow, allowing for
rapid paydown of debt", says Ian Lewis, a Moody's Senior Vice
President.

"The ratings also incorporate the intensifying threat from digital
alternatives such as Google and other rapidly expanding
information and social networking sites. Moody's expect Sensis'
customer base and revenue to decline materially over the rating
horizon, in-line with current rates of decline or slightly faster"
adds Lewis.

The rating therefore incorporates a degree of uncertainty around
the pace of future decline in the industry. Should the acceptance
and usage of digital alternatives to print, take place at a faster
pace than anticipated, the value of the company could diminish
more quickly than our base case.

Project Sunshine's ratings are balanced by a good financial
profile with low projected financial leverage and adequate levels
of free cash flow.

"We expect the company's leverage, as measured by Debt/EBITDA to
peak at around 1.0x - 1.2x in FY14 following transaction close and
we anticipate that the company should be able to maintain strong
credit metrics over the rating horizon with modest and diminishing
CAPEX requirements and ability to pay down debt well ahead of
final maturity" says Lewis.

The ratings further recognize the adequate liquidity position
available to the company given the good cashflow generation
available over the term to maturity. As such the ratings
incorporate our expectation for the company to have the capacity
to fund itself through internally generated cash flow and
available cash balances.

The outlook on the ratings is stable reflecting our expectation
that the company will delever and maintain a good financial
profile in order to offset the risks associated with an industry
in decline.

What Could Change the Rating - UP

Upward pressure on the rating is unlikely given the uncertainties
and risks associated with the structural decline of the industry
sector in which the company principally operates. Nevertheless,
the rating could be upgraded in due course in the event that it is
able to accelerate its revenue and earnings from digital services
on a sustained basis. Indicators that Moody's would look for
include digital earnings constituting more than 50% of total
earnings and EBIT margins improving to around 20%, also on a
sustained basis.

What Could Change the Rating - DOWN

The rating could be downgraded in the event that the company's
revenue and earnings deteriorate faster than our current
expectations, the company fails to de-lever as expected or fails
to generate positive free cash flow in any period.

The principal methodology used in this rating was the Global
Publishing Industry published in December 2011.

Subject to completion of the transaction Project Sunshine IV Pty
Ltd will be the 100% owner of Sensis Pty Ltd (Sensis). Sensis is
Australia's leading provider of telephone directory services.
Sensis is currently 100% owned by Telstra Corporation Limited (A2
Stable). In January 2014, Telstra announced that it would sell a
70% stake to an affiliate of Platinum for A$454 million. Following
completion of the transaction, Project Sunshine will be ultimately
owned 70% by Platinum and 30 % by Telstra. Sensis will operate as
a separate entity and will continue its business of printing and
distributing the White Pages and Yellow Pages directories in
Australia as well as operate various on-line businesses including
the on-line versions of both these print directories. The White
Pages business currently has 55 print directories and an online
presence. The Yellow Pages business currently has 60 print
directories and an online presence.


PULSE ELECTRONICS: Note Exchange Transactions to Reduce Debt
------------------------------------------------------------
Pulse Electronics Corporation on Feb. 21 disclosed that it has
reached agreements with the holders of approximately $20.7 million
of the company's $22.3 million outstanding 7% convertible senior
notes due 2014 to exchange their notes for various combinations of
the company's existing Term B Loan, newly issued common stock, and
cash.  The exchange transactions will reduce the company's
outstanding debt and the amount of cash required for debt service
and will extend the maturity of the exchanged debt beyond 2014,
allowing the company to further focus on its long term strategy
and the execution of its business plans.

The company has also reached agreement with certain affiliates of
investment funds managed by Oaktree Capital Management L.P., to
convert all its holdings of the company's Series A preferred stock
to common stock immediately in connection with the closing of the
exchange transactions.

In relation to Oaktree's increased common stock ownership, the
company agreed to increase the size of its board of directors from
seven to nine members and to appoint three Oaktree designees to
the board upon closing of the transactions.

"I am very pleased that the noteholders have accepted Pulse's
exchange offers," said Pulse Chairman and Chief Executive Officer
Ralph Faison.  "We believe these exchange transactions represent
the best possible outcome for all stakeholders and put our
immediate financing issues behind us, allowing Pulse to look to
the future as we build on our operational improvements and focus
on opportunities to grow our business.

"The exchange transactions immediately reduce our debt by nearly
$5 million and extend the maturity of the exchanged debt to 2017,"
Mr. Faison continued.  "We achieved this with significantly less
dilution of our existing shareholders than we originally
illustrated, and they will retain a significantly greater share of
total equity than the maximum dilution that was contemplated at
the original refinancing in 2012.  Further, the transactions
enable Oaktree to convert their preferred stock into common stock
at the ratio we envisioned in 2012, which we believe will clarify
the ultimate capital structure of the company.

"We welcome the new members designated by Oaktree to our board of
directors," said Mr. Faison.  "Oaktree's representation provides a
direct linkage between the company and its largest shareholder,
and we look forward to the expertise they will bring to the
pursuit of the company's objectives."

The company also reported that it expects its fourth quarter
revenue and non-GAAP operating profit results to be consistent
with the outlook provided in November 2013, subject to normal
year-end audit and related activities currently in process.

                     The Exchange Transactions

The company reached individual agreements with the holders of over
90% of its 7% convertible senior notes through independent
negotiations.  The company believes the pursuit of separate
agreements allowed for greater flexibility in the types of
consideration offered and a higher likelihood of success than
could have been achieved through a single public exchange offer.
In aggregate, the company will issue approximately $14.9 million
of new debt under its existing Term B Loan and 1.1 million shares
of its common stock and pay $2.1 million in cash for approximately
$20.7 million of the outstanding $22.3 million of convertible
senior notes.

The new Term B Loans will have the same terms as the Term B Loans
issued in the company's refinancing transaction with Oaktree in
November 2012.  The interest rate is 10% per annum and, at the
company's election, is payable-in-kind through November 20, 2015.
The Term B Loans mature on November 20, 2017, and are secured by a
first priority lien on the shares and assets of certain domestic
and international subsidiaries.  It is non-amortizing and may be
prepaid without any penalty; however the Term B Loans may not be
repaid until the existing Term A Loans issued in the 2012
refinancing are paid in full.

In connection with the exchange transactions, Oaktree has agreed,
among other things, to modifications of certain financial
covenants of the secured term loans through maturity, which the
company believes will allow greater flexibility to execute its
long-term strategy.  In consideration for such covenant
modification and other amendments and waivers to the credit
agreement, the company will pay Oaktree an amendment payment of
1.5% of amounts outstanding under the facility prior to the
exchange transactions, which will be capitalized and added to the
principal of the outstanding Term A Loans and Term B Loans held by
Oaktree on a pro rata basis.

Also in connection with the closing of the exchange transactions,
Oaktree has agreed to convert the 1,000 shares of Series A
preferred stock held by it into approximately 8.2 million
additional shares of Pulse common stock as prescribed by the
Investment Agreement signed in November 2012 as amended.
Following conversion of the Series A preferred stock, Oaktree will
own approximately 68.7% of the outstanding common stock of the
company (not including common stock and common stock equivalents
acquired by Oaktree prior to the transactions contemplated by the
Investment Agreement that closed in November 2012).

                   Board of Directors Expansion

In connection with the exchange transactions, the company also has
agreed to appoint three of Oaktree's designees to the company's
board of directors and to expand the current number of directors
of the board from seven to nine.  The Oaktree designees as of the
closing of the exchange transactions shall be Michael Kreger, Ken
Liang and Kaj Vazales.  The company has also agreed that, in
connection with any meeting of its shareholders at which directors
are to be elected, Oaktree shall have the right to designate
individuals to the company's slate of director nominees in
proportion to its equity ownership of the company.  So long as
Oaktree beneficially owns a majority of the outstanding common
stock it will have the right to designate no less than a majority
of the individuals comprising the members of such slate.

To facilitate the board reconfiguration, Daniel E. Pittard has
agreed to resign from the board, effective upon the consummation
of the exchange transactions.

                     About Pulse Electronics

San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.  As of Dec. 28, 2012, Pulse had
$188 million in total assets.

As of June 28, 2013, the Company had $179.30 million in total
assets, $219.24 million in total liabilities and a $39.94 million
total shareholders' deficit.


QUANTUM FOODS: Meeting to Form Creditors' Panel on Thursday
-----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on February 27, 2014, at 10:30 a.m.
in the bankruptcy cases of Quantum Foods, LLC, et al.  The meeting
will be held at:

         Hotel DuPont
         42 West 11th St.
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                        About Quantum Foods

Quantum Foods, LLC -- http://www.quantumfoods.com-- is an
independent custom manufacturer and processor of innovative value-
added protein products.  Founded in 1990 and headquartered in
Bolingbrook, Illinois, Quantum provides its customers with menu
solutions, including portion controlled, ready-to-cook and value-
added fully cooked protein products made from beef, poultry and
pork.  The Company has established a long-standing, blue-chip
customer base in the foodservice, retail, industrial, school and
military channels.  Quantum Foods' state-of-the art manufacturing
facilities, coupled with its impeccable food safety program and
world class customer service, have contributed to the Company's
long-term growth and relationships with its customers in the
United States and abroad.

Quantum Foods, LLC et al. filed a Chapter 11 petition (Bankr. D.
Del. Case No. 14-10318) on Feb. 18, 2014, in Delaware.  Affiliates
Quantum Foods 213-D, LLC, Quantum Culinary, LLC, GDC Logistics,
LLC, Choice One Foods, LLC sought Chapter 11 protection on the
same day.   The petitions were signed by Edward B. Bleka, chief
executive officer and manager.

Gregory M. Gartland, Esq., Caitlin S. Barr, Esq., and Daniel J.
McGuire, Esq., at Winston & Strawn LLP, serve as counsel to the
Debtors.  The Debtor estimated up to $100 million in assets and up
to $500 million in liabilities.


RADIOSHACK CORP: Vanguard Group Stake at 5.11% as of Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, The Vanguard Group disclosed that as of
Dec. 31, 2013, it beneficially owned 5,127,608 shares of common
stock of RadioShack Corp representing 5.11 percent of the shares
outstanding.  Vanguard Group previously reported beneficial
ownership of 5,313,850 common shares as of Dec. 31, 2012.  A copy
of the regulatory filing is available for free at:

                        http://is.gd/KjjOGK

                    About Radioshack Corporation

RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com
-- is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.60 billion in total
assets, $1.21 billion in total liabilities and $394 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 26, 2013, Standard & Poor's Ratings
Services raised the corporate credit rating on the Fort Worth,
Texas-based RadioShack Corp. to 'CCC+' from 'CCC'.  "The upgrade
reflects an improved liquidity position with a recent financing
that increased funded debt by $125 million and increased the
company's revolving credit borrowing capacity, which improved
the company's liquidity by approximately $200 million," said
credit analyst Charles Pinson-Rose.

In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on
RadioShack Corporation.  The IDR reflects the significant decline
in RadioShack's profitability and cash flow, which has become
progressively more pronounced over the past two years.

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.


RAVAL INVESTMENT: Case Summary & 9 Unsecured Creditors
------------------------------------------------------
Debtor: Raval Investment Group, Inc.
           d/b/a Knights Inn Florence
        250 Park Avenue West NW, Suite 102
        Atlanta, GA 30313

Case No.: 14-80466

Chapter 11 Petition Date: February 19, 2014

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

Judge: Hon. Jack Caddell

Debtor's Counsel: Kevin D. Heard, Esq.
                  HEARD ARY, LLC
                  307 Clinton Ave. W. Ste 310
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818
                  Email: kheard@heardlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Mayur Raval, owner.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/alnb14-80466.pdf


REALBIZ MEDIA: D'Arelli Pruzansky Raises Going Concern Doubt
------------------------------------------------------------
RealBiz Media Group, Inc., filed with the U.S. Securities and
Exchange Commission on Feb. 13, 2013, its annual report on Form
10-K for the fiscal year ended Oct. 31, 2013.

D'Arelli Pruzansky, P.A., expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has incurred net losses of $3.76 million and $963,220 for
the years ended Oct. 31, 2013 and 2012, respectively and the
Company had an accumulated deficit of $10.38 million and a working
capital deficit of $374,319 at Oct. 31, 2013.

The Company reported a net loss of $3.76 million on $1.14 million
of real estate advertising revenue for the fiscal year ended Oct.
31, 2013, compared with a net loss of $963,220 on $1.17 million of
real estate advertising revenue for the year ended Oct. 31, 2012.

The Company's balance sheet at Oct. 31, 2013, showed $5.7 million
in total assets, $1.76 million in total liabilities, and
stockholders' equity of $3.94 million.

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

                       http://is.gd/qMS90G

Weston, Fla.-based RealBiz Media Group, Inc., is engaged in the
business of providing digital media and marketing services for the
real estate industry.  The Company currently generates revenue
from advertising revenues, real estate broker commissions and
referral fees.


REEVES DEVELOPMENT: Contested Plan Outline Hearing Held Friday
--------------------------------------------------------------
The Bankruptcy Court for the Western District of Louisiana, Lake
Charles Division, was scheduled to hold a contested hearing on
Feb. 21, on the approval of the "Second Amended Disclosure
Statement for Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code as of December 31, 2013" filed by Reeves
Development Company, LLC.

IberiaBank, a secured creditor, has been opposed to the Plan and
the Disclosure Statement.

At Friday's hearing, the Court also was scheduled to hear the
Motion to Convert Case Chapter 11 to 7 and Motion to Appoint a
Trustee filed by IberiaBank.

Reeves' Plan contemplates payment of all Allowed Claims against
the Debtor based upon the cash flow created through the Debtor's
business operations and the sale of property developed by the
Debtor and affiliated companies. The holders of Equity Interests
will not receive any distribution unless the Debtor is current on
all payments to creditors under this plan, and only to the extent
that such distributions are for an amount equal to, or less than,
the tax liability created by the Debtor and passed through to the
Equity Interests, provided however, that no distributions to
Equity Interest shall be allowed until all creditors have been
paid an amount equal to 50% of the outstanding balance of the
approved claims of all creditors as of the Effective Date.

A copy of the Second Amended Disclosure Statement, dated Feb. 3,
is available at no extra charge at:

   http://bankrupt.com/misc/REEVESDEVELOPMENT2ds.pdf

The Plan places IberiaBank's allowed Secured Claim in Class 1.
The Bank is projected to recoup 100% of its claims in five years'
time.

Specifically, the Plan provides that on the Effective Date, all
allowed accrued interest calculated at the non-default contractual
rate of 4% per annum (or at such other rate as the bankruptcy
court determines to be appropriate) plus any amounts Allowed by
the bankruptcy Court pursuant to 11 U.S.C. Sec. 506(b) shall be
capitalized and added to the outstanding principal balance due
under the Iberia Note -- New Principal Balance.  As permitted
under 11 U.S.C. Sec. 1123(a)(5)(H), the Plan extends the maturity
of the Iberia Note to 60 months from the Effective Date.  The
Debtor shall then repay the New Principal Balance with interest
accruing at the non-default contractual rate of 4% per annum from
the Effective Date (or if the Plan is confirmed pursuant to 11
U.S.C. Sec. 1129(b)(2)(A) with respect to this Class, at such
other interest rate, as determined by the Bankruptcy Court
pursuant to 11 U.S.C. Sec. 1129(b)(2)(A)(i)(II), that provides the
holder of the Class 2 Claim with deferred cash payments totaling
at least the Allowed amount of such Claim, of a value, as of the
Effective Date of the Plan, of at least the value of such Claim.
The Proof of Claim filed by Iberia is disputed and will be the
subject of litigation.  Regardless of the outcome of said
litigation, the Debtor intends to pay the Allowed Claim of Iberia
in full through this Plan.

The liens, mortgages and encumbrances securing the Holder of the
Allowed Iberia Secured Claims interest will remain valid, to the
extent they were so before the Effective Date. Except that in
order to allow Debtor to transfer clear title to any property
purchasers of its Terminal Development, the Debtor may elect to
pay the Iberia Secured Claim Holder an amount equal to $15,000 per
acre, in which case the liens shall be released as to such
property. Should any such sale be conditioned upon a vendors lien
in favor of the Debtor, the Debtor may elect to have the Secured
Liens cancelled as to the transferred property, by agreeing to
transfer the claims holders rights from any liens or encumbrances
on the property sold, to the Debtors rights or interest secured by
the Vendors Lien, in which case all proceeds generated from
payments under the lien shall be passed through to the Claim
Holder, until the total amount paid is equal to $15,000.00 per
acre.

The Secured Claim Holder shall also be entitled to receive
principal reduction payments as from the Debtor and the Debtors
affiliated company Reeves Commercial Properties, LLC Case No: 12-
21009.

Subject to approval of the concurrent plan approval process in the
Reeves Commercial Case, Reeves Commercial will pay all approved
monthly interest due, up to a total of $20,000 per month.  The
Debtor agrees to pay the balance of any approved interest due on
approved outstanding principal balance of the Iberia Secured Debt.

The Debtor and its affiliate agree that each entity will provide
principal reduction payments, each year, in these amounts:

           Reeves Development      Reeves Commercial
           ------------------      -----------------
   Year 1       $830,000.00            $30,000.00
   Year 2     $1,200,000.00                 $0.00
   Year 3     $1,300,000.00           $400,000.00
   Year 4     $2,200,000.00                 $0.00
   Year 5     $ Balance Due         $ Balance Due

However, if an amount in excess of the required amount is paid in
one year, the excess amount may be transferred to the following
year, as long as the sum total of the cumulative amount is equal
to or greater than the sum of the payments required under the
Plan.

Classes 2 to 14 consist of these Allowed Secured Vendor Claims:

     Class 2: Standard Materials
     Class 3: Overhead Door
     Class 4: Stripe A Zone
     Class 5: Headwaters Materials
     Class 6: Francis Simon
     Class 7: Calvary Air
     Class 8: NES Equipment
     Class 9: Acme Brick
     Class 10: Ahern Rentals
     Class 11: Sunbelt Rentals
     Class 12: John R Pollock dba Landscape Specialist
     Class 13: United Rentals
     Class 14: S&S Sprinklers

The class of claims includes potential contract offset claims of
$77,228.00.

Holders of Approved Secured Vendor Claims in Classes 2-14 will
receive quarterly interest payments equal to 2% per annum on the
outstanding principal balance beginning 120 days after the
Effective Date of the Plan.  They will also receive an amount
equal to the claim holders pro rata share as to the total allowed
outstanding principal balances of the total claims included in
Classes 2-14, of an amount equal to $1,500 per acre for each acre
of land sold by the Debtor during the preceding quarter. This
payment is subject to claimants release of all rights under any
liens or security interest attaching to the property sold. The per
acre release price may be adjusted downward to accommodate a
vendors lien sales agreement with the SPE.  However, in no event,
shall the cumulative quarterly payments made total less than 20%
of the original principal balance of the claim, for each year,
beginning on the Effective Date.

Claim Holders in Classes 2-14 may be entitled direct payments,
from the Debtors Customers, offset against retention amounts owed
Debtor and held by Customers.  Only Claim Holders holding legal
claims against the retention shall be paid from these funds.  To
the extent any cash collateral of Iberia Bank is used to pay this
claim and Iberia Bank does not approve the above treatment, these
claims will be paid in full within one year of the full payment of
the Iberia Bank claim.

Classes 2-14 are Impaired and entitled to vote on the Plan.
Estimated percentage recovery is 100%.

The Unsecured Claim of Branch Banking and Trust is in Class 15,
and currently estimated to total $6,000,000.  To the extent that
the holder of the Unsecured Claim of BB&T is not fully compensated
from the assets of Houma Dollar Partner, LLC, the excess amount
will be included in the unsecured claims of Reeves Development.
The assets of Houma Dollar Partners are expected to generate net
sales proceeds sufficient to satisfy the claims of BB&T.  The
Claim is Impaired and the claim holder is entitled to vote on the
Plan.  Estimated percentage recovery is 100%.

Allowed General Unsecured Claims are in Class 16, and include
potential contract offset claims of $152,552.66.  Beginning 120
Days after the Effective Date, Holders of Approved General
Unsecured Claims will begin to receive quarterly interest payments
equal to 2% of the outstanding balance of the approved claim.

Beginning 360 days from the Effective Date, the Debtor, in its
sole discretion, will determine the amount of cash available to
pay unsecured creditors based upon the total free cash flow
produced by the debtor in the previous year.

In no event will the annual payments total less than these
amounts:

     * Year 1: 10% of Approved Claim Balance As of Effective Date
     * Year 2: 15% of Approved Claim Balance As of Effective Date
     * Year 3: 25% of Approved Claim Balance As of Effective Date
     * Year 4: 25% of Approved Claim Balance As of Effective Date
     * Year 5: 25% of Approved Claim Balance As of Effective Date

The Debtor, in its sole discretion, may pay excess cash held by
debtor to the creditors holding approved claims under this class
in advance of the prescribed dates if all other claims payments
are current. To the extent possible, and in the sole discretion of
the Debtor, payments totaling $5,000.00 per acre of property sold
shall be paid pro rata to the Holders of General Unsecured Claims,
based upon the total outstanding principal balance of all
Unsecured Claim Holders at the time of the payment.

To the extent that any cash collateral of Iberia Bank is used to
pay these claims and Iberia Bank does not approve the above
treatment, these claims will be paid in full within one year of
the full payment of the Iberia Bank claim.

Class 16 Claims are Impaired, and entitled to vote.  Estimated
percentage recovery is 100%.

Subordinated Claims of Affiliates are in Class 17.  The Holder of
the Subordinated Claim of Reeves Commercial Properties, LLC,
agrees that it will not receive any payments for its claims, until
all other approved claims under this plan have been paid in full.
The Claims are Impaired, and entitled to vote.  Estimated
percentage recovery is 100%.

Equity Interest in Debtor is in Class 18.  Equity holders agree to
forgo any payments under the Plan until all creditors have
received principal payments totaling 50% of the approved balance
as of the Effective Date.  Any allowed payments to Equity holders
will be limited to an amount equal to the tax liability passed
through to the equity holders by the Debtor.  The Plan says this
Class is Impaired, and entitled to vote.

                     About Reeves Development

Reeves Development Company, LLC, operated as design build
contractor offering its services primarily in markets located
within Texas and Louisiana.  It filed a Chapter 11 petition
(Bankr. W.D. La. Case No. 12-21008) in Lake Charles, Louisiana, on
Oct. 30, 2012.  The Company's equity holders are Charles and
Suzanne Reeves 50% and MMA, INC., 50%.  The closely held developer
was founded in 1998 by Charles Reeves Jr.  It has about 80
employees and generates about $40 million in annual revenue,
according to its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Arthur A.
Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, in Baton
Rogue, Louisiana, represents the Debtor as counsel.

Reeves Development scheduled assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.

Creditor Iberiabank is represented by Ronald J. Bertrand, Esq., in
Lake Charles, Louisiana.


RESERVOIR EXPLORATION: Court to Confirm Liquidating Plan
--------------------------------------------------------
The bankruptcy judge said at a hearing on Feb. 18 that he will
confirm the liquidation plan of Reservoir Exploration Technology,
Inc., according to a docket entry.

The Debtor's counsel, Jay H. Ong, Esq., at Munsch Hardt Kopf &
Harr, P.C., has been ordered to prepare proposed findings of fact
and conclusions of law.

As previously reported by The Troubled Company Reporter, the Plan
incorporates a settlement and compromise with the liquidator on
behalf of parent Reservoir Exploration Technology ASA, under which
RXT ASA has agreed to expeditiously liquidate the Debtor's
Receivable Asset -- which is the Debtor's aliquot share of a
receivable owed by Shell E&P Ireland Limited in the total amount
of US$10.8 million -- and other unliquidated intercompany
receivables by taking an assignment of the Debtor's
interests in these assets and providing immediate Plan funding to
the Debtor to ensure its ability to presently propose and perform
its Plan.

A copy of the First Amended Plan of Liquidation dated Jan. 30,
2014, is available for free at:

   http://bankrupt.com/misc/Reservoir_Exploration_Plan_Jan2014.pdf

                    About Reservoir Exploration

Reservoir Exploration Technology, Inc., a provider of seismic data
and related geophysical services to the oil and gas industry and
specializing in multi-component sea-floor acquisition of seismic
data, sought protection under Chapter 11 of the Bankruptcy Code on
Nov. 5, 2013 (Case No. 13-45148, Bankr. N.D. Tex.).  The case is
assigned to Judge Michael Lynn.

The Debtor's parent, Reservoir Exploration Technology ASA, filed
for bankruptcy protection under the laws of Norway on June 13,
2013.  Mr. Jon Skjorshammer of The Selmer Law Firm, with offices
in Oslo, Norway, has been appointed by the Norwegian bankruptcy
court as the liquidator for RXT ASA in the Parent's Foreign
Bankruptcy Case.

The U.S. Debtor is represented by Jay Ong, Esq., Joseph J.
Wielebinski, Esq., and Thomas D. Berghman, Esq., at Munsch Hardt
Kopf & Harr, P.C., in Dallas, Texas.  Lain Faulkner & Co., P.C.,
serves as financial advisor, and Jason A. Rae acts as chief
restructuring officer.

The petition was signed by Mr. Rae.  The Debtor's Schedules of
Assets and Liabilities disclosed $13,660,336 in assets and
$18,823,697 in liabilities.


RESIDENTIAL CAPITAL: Schermerhorns Not Entitled to Attorneys Fees
-----------------------------------------------------------------
Bankruptcy Judge Martin Glenn sustained Residential Capital, LLC,
et. al.'s Forty-Second Omnibus Objection to Claims (Reduce and
Allow Borrower Claims) as to Claim Numbers 338 and 339 filed by
Jason and Jennifer Schermerhorn.  Each of the Claims seeks
$582,662.25 as a general unsecured claim. The Debtors seek an
order reducing and allowing the Claims as general unsecured
claims, each in the amount of $14,463.51.  One proof of claim
asserts liability against Debtor GMAC Mortgage, LLC, and the other
asserts liability against Debtor Executive Trustee Services, LLC.
Each of the Claims seeks $14,463.51 in costs as well as
$568,198.74 in attorneys' fees arising out of litigation against
the Debtors in California state court. The Debtors assert that the
Schermerhorns are not entitled to attorneys' fees because they did
not obtain an award for those fees in the California court, and
their deadline to do so passed.  Because the Schermerhorns did not
satisfy California's procedural requirements for obtaining an
award of attorneys' fees, the Objection is sustained, and the
Claims are reduced to $14,463.51 and allowed in that amount.

A copy of Judge Glenn's Feb. 18 Memorandum Opinion and Order is
available at http://is.gd/WarHtBfrom Leagle.com.

                    About Residential Capital

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

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

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

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

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

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

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

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


RITE AID: Vanguard Group Stake at 6.1% as of Dec. 31
----------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G filed with the U.S.
Securities and Exchange Commission that as of Dec. 31, 2013, it
beneficially owned 56,073,666 shares of common stock of Rite Aid
Corp representing 6.12 percent of the shares outstanding.  A copy
of the regulatory filing is available for free at:

                        http://is.gd/acyiQb

                         About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.

As of Nov. 30, 2013, the Company had $7.13 billion in total
assets, $9.36 billion in total liabilities and a $2.22 billion
total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

In the Oct. 2, 2013, edition of the TCR, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid Corp., including
the corporate credit rating, which S&P raised to 'B' from 'B-'.
"The upgrade reflects Rite Aid's improving earnings and modest,
but ongoing debt reduction," S&P said.


ROBIN GRATHWOL: Court Dismisses 3 Adversary Proceedings
-------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse of the U.S. Bankruptcy
Court for the Eastern District of North Carolina, Wilmington
Division, dismissed three separate adversary proceedings filed
Feb. 8, 2013, by, or on behalf of, Robin Dale Grathwol:

     1. 13-00023-8-SWH, Robin Dale Grathwol, shareholder of
Coastal Carolina Developers, Inc. ("CCD") v. CCD; B. Leon Skinner;
BLS Lands, LLC; Walter T. Wilson and Coswald, LLC -- a shareholder
derivative action brought by the debtor as one-third owner of CCD
to collect damages for malfeasance and breach of fiduciary duty by
the remaining shareholders/directors (the "shareholder derivative
action" or "AP-23");

     2. 13-00024-8-SWH, Robin Dale Grathwol and Ann F. Grathwol
Living Trust v. CCD; Hanover Land, LLC; W and B Investment Co.,
Inc.; Coswald, LLC; B. Leon Skinner and BLS Lands, LLC, and Walter
T. Wilson -- an action for judicial dissolution of certain
entities due to malfeasance and wasting of assets by other members
(the "dissolution action" or "AP-24"); and

     3. 13-00025-8-SWH, Legacy Group of NC, Inc. v. CCD -- an
action by the debtor's wholly owned development company to recover
for breach of contract to provide certain development entitlements
(the "breach of contract action" or "AP-25").

The defendants sought dismissal, asserting a lack of subject
matter jurisdiction.

A copy of the Court's Feb. 18 Order is available at
http://is.gd/jMSorXfrom Leagle.com.

Robin Grathwol filed a chapter 11 petition (Bankr. E.D.N.C. Case
No. 12-00294) on Jan. 13, 2012, and the debtor's plan of
reorganization was confirmed on Nov. 26, 2012.


SALT VERDE: Moody's Puts Ba3 Rating Under Review for Upgrade
------------------------------------------------------------
Moody's Investors Service has placed the Ba3 rating of Salt Verde
Financial Corporation Subordinate Gas Revenue Bonds, Series 2007
under review for upgrade.

Rating Rationale

This action results from Moody's review for upgrade of the Ba3
rating of MBIA Inc. announced on February 14, 2014. The
Subordinate Lien Bonds are supported by a guaranteed investment
agreement (GIC) provided by MBIA Inc. that is also insured by MBIA
Insurance Corporation (B3 under review for upgrade). The rating of
the Senior Gas Revenue Bonds, Series 2007 is currently Baa2 and is
not affected by the action on the subordinate bonds.

The principal methodology used in rating this issue was Gas
Prepayment Bonds published in December 2008.


SANDI'S LEARNING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Sandi's Learning Center, Inc.
        1701 N. Ellamont Street
        Baltimore, MD 21216

Case No.: 14-12414

Chapter 11 Petition Date: February 18, 2014

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

Judge: Hon. Nancy V. Alquist

Debtor's Counsel: Ronald J Drescher, Esq.
                  DRESCHER & ASSOCIATES
                  4 Reservoir Circle, Suite 107
                  Baltimore, MD 21208
                  Tel: (410)484-9000
                  Email: ecfdrescherlaw@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Ron Owens, chairman of the board.

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


SAVIENT PHARMACEUTICALS: Taps Kramer Levin as IP Counsel
--------------------------------------------------------
Savient Pharmaceuticals, Inc. and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Kramer Levin Naftalis & Frankel LLP as special
intellectual property counsel, nunc pro tunc to Oct. 14, 2013.

The duties of Kramer Levin as special intellectual property
counsel shall be limited to providing legal advice and
representation on intellectual property matters that may arise
during these Chapter 11 Cases, including in connection with any
potential sale transactions or plan structures and such other
intellectual property related advice and representation as may be
requested by the Debtors.  No other law firm is providing the
Debtors with the same services provided to them by Kramer Levin.

Kramer Levin will be paid at these hourly rates:

       Partners                 $710-$1,050
       Counsel                  $775-$1,050
       Special Counsel          $725-$805
       Associates               $425-$775
       Legal Assistants         $270-$320

The Debtors have not agreed to any variation in Kramer Levin's
standard billing rates other than the following discounts as
indicated in the Engagement Letter: 7.5% up to $1.5 million, 10%
over $1.5 million and up to $3 million, 12.5% over $3 million and
up to $4.5 million, and 15% on all fees over $4.5 million.  Kramer
Levin currently provides the Debtors with a flat 10% discount on
all legal fees.

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

In the one year period prior to the Petition Date, Kramer Levin
received approximately $1,565,510.49 on account of services
rendered and expenses incurred on behalf of the Debtors. During
the ninety day period prior to the Petition Date, (i.e., from
Jul. 16, 2013 through Oct. 14, 2013), the Debtors made cash
payments to Kramer Levin aggregating approximately $486,951.60 on
account of fees and expenses incurred on behalf of the Debtors,
which, amounts, except as explained below, were billed and paid in
the ordinary course of business consistent with prior practice.

On Oct. 1, 2014, Kramer Levin received an advance payment of
$55,000 on account of estimated fees to be earned and expenses to
be incurred on the Debtors' behalf prior to the Petition Date.  As
soon as reasonably practicable, Kramer Levin will issue an invoice
for any fees earned and disbursements incurred on the Debtors'
behalf for the period prior to the Petition Date -- Final
Prepetition Invoice.  While the amount of the Final Prepetition
Invoice is not yet final and is subject to review and revision,
Kramer Levin estimates that the Final Prepetition Invoice will be
approximately $55,000.  Kramer Levin has written off certain fees
in an effort to prevent the Final Prepetition Invoice from
exceeding the Retainer.

Jonathan S. Caplan, partner of Kramer Levin, 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.

Kramer Levin can be reached at:

       Jonathan S. Caplan, Esq.
       KRAMER LEVIN NAFTALIS & FRANKEL LLP
       1177 Avenue of the Americas
       New York, NY 10036
       Tel: (212) 715-9488
       Fax: (212) 715-8000
       E-mail: jcaplan@kramerlevin.com

                   About Savient Pharmaceuticals

Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.

The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013.

The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware.  Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor.  GCG Inc. serves as the Debtors' claims agent.

U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.

The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.

The Troubled Company Reporter reported on Jan. 15, 2014, that
Savient Pharmaceuticals has completed the sale of substantially
all of its assets, including all KRYSTEXXA assets, to Crealta
Pharmaceuticals for gross proceeds of approximately $120.4
million.

Savient Pharmaceuticals has filed with the Bankruptcy Court a plan
of liquidation following the sale to Crealta.  The Plan impairs
senior secured noteholder claims and general unsecured claims.
The Plan also impairs intercompany claims, subordinated 510(c)
claims and subordinated 510(b) claims, although holders of these
claims are not entitled to vote on the Plan.


SEARS HOLDINGS: Force Capital Stake at 5.6% as of Dec. 31
---------------------------------------------------------
Force Capital Management, LLC, disclosed in a Schedule 13G filed
with the U.S. Securities and Exchange Commission that as of
Dec. 31, 2013, it beneficially owned 6,298,309 shares of common
stock of Sears Holding Corporation representing 5.6 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/TCPlnS

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Nov. 2, 2013, showed $20.20 billion
in total assets, $17.88 billion in total liabilities and $2.32
billion in total equity.

                           Junk Rating

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy. He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."


SHARGAL INC: Case Summary & 5 Unsecured Creditors
-------------------------------------------------
Debtor: Shargal, Inc.
           dba Gallagher's Eatery & Pub
        715 S. Kalamazoo Street
        Paw Paw, MI 49079

Case No.: 14-00931

Chapter 11 Petition Date: February 19, 2014

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Hon. Jeffrey R. Hughes

Debtor's Counsel: Cody H. Knight, Esq.
                  RAYMAN & KNIGHT
                  141 East Michigan Ave, Ste 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  Email: courtmail@raymanstone.com

Estimated Assets: $50,000 to $100,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paul C. Graham, Sr., chief
restructuring officer.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/miwb14-931.pdf


SINCLAIR BROADCAST: Posts $4.2 Million Net Income in 4th Quarter
----------------------------------------------------------------
Sinclair Broadcast Group, Inc., reported net income of $4.23
million on $427.71 million of total revenues for the three months
ended Dec. 31, 2013, as compared with net income of $59.39 million
on $329.51 million of total revenues for the same period during
the prior year.

For the 12 months ended Dec. 31, 2013, the Company reported net
income of $75.81 million on $1.36 billion of total revenues as
compared with net income of $144.95 million on $1.06 billion of
total revenues during the prior year.

"2013 was a historic year for us, including growing  broadcast
revenues 32.3% to a record-breaking $1.2 billion, and once again
leading the industry on station acquisitions," commented David
Smith, president and CEO of Sinclair.  "During the year we closed
on the purchase of 63 television stations and added over $1.0
billion in assets, which contributed $148.4 million in revenues in
2013.  We benefited from 6.9% same station growth in our largest
advertising category, automotive, 143% as reported growth in
digital interactive, and continued growth in net retransmission
revenues and core time sales."

Debt on the balance sheet, net of $280.1 million in cash and cash
equivalents, was $2,753.9 million at Dec. 31, 2013, versus net
debt of $2,245.9 million at Sept. 30, 2013.

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

                        http://is.gd/0iN7NX

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22 percent of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company's balance sheet at Sept. 30, 2013, showed $3.61
billion in total assets, $3.20 billion in total liabilities and
$416.23 million in total equity.

"Any insolvency or bankruptcy proceeding relating to Cunningham,
one of our LMA partners, would cause a default and potential
acceleration under the Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of our seven LMAs
with Cunningham, which would negatively affect our financial
condition and results of operations," the Company said in its
annual report for the period ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sinclair to 'BB-'
from 'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments.
Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed
$250 million issuance of Senior Unsecured Notes due 2018 by STG.
The Speculative Grade Liquidity Rating remains unchanged at SGL-2.
The rating outlook is now stable.


SOJOURNER INVESTMENT: Chapter 11 Bankruptcy Dismissed
-----------------------------------------------------
Chief Bankruptcy Judge Randolph J. Haines in Arizona in January
dismissed the Chapter 11 proceeding of Sojourner Investment Group,
LLC.

The Motion to Dismiss was filed on Dec. 3, 2013, by the Applicant,
Allan D. NewDelman, P.C.  No objections were filed.

According to Mr. NewDelman, the Debtors and the creditors that
commenced an involuntary bankruptcy had come to an agreed
understanding and the bankruptcy is no longer needed.

An involuntary Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00867) was filed on Jan. 22, 2013, against Tempe, Arizona-based
Sojourner Investment Group, LLC.  The petitioners were Don Davis,
allegedly owed $14,000; Shannah Guenthner, allegedly owed $5,000;
and Timthy Sierakowski, allegedly owed $2,000.  Sojourner
Investment Group filed a voluntary Chapter 11 petition on June 6,
2013.

The Debtor's counsel may be reached at:

     Allan D. NewDelman, Esq.
     ALLAN D. NEWDELMAN, P.C.
     80 East Columbus Avenue
     Phoenix, AZ 85012
     Telephone: (602) 264-4550
     Facsimile: (602) 277-0144
     E-mail: ANEWDELMAN@QWESTOFFICE.NET


SPIN HOLDCO: Proposed Refinancing No Impact on Moody's B3 CFR
-------------------------------------------------------------
Spin Holdco, Inc. proposed refinancing transaction that will
reduce the company's second lien term loan by $115 million and
increase the first lien term loan by $125 million has no impact on
existing ratings, including the company's B3 Corporate Family
Rating, B3-PD Probability of Default Rating and B2 rating on the
first lien credit facilities. Concurrently, the company is
anticipated to reprice its second lien term loan. As a result of
the transaction, the total interest expense is expected to decline
by $13 million.

The B3 Corporate Family Rating continues to reflect Spin's track
record of acquisitions and aggressive financial policies. The
company's propensity to grow via debt-financed acquisitions will
keep pressure on adjusted debt leverage and on free cash
flow/debt. At the same time, the B3 Corporate Family Rating
acknowledges Spin Holdco's stable revenue stream. The company's
size, economies of scale, and proven ability to raise vend prices,
will continue to offset the impact of economic uncertainty.

Spin Holdco, Inc., which itself is a wholly owned subsidiary of
CSC ServiceWorks, Inc., is the single largest provider of
outsourced laundry services for multi-family housing properties in
North America through its Coinmach Service Corp. subsidiary. Mac-
Gray, a recently acquired subsidiary of CSC ServiceWorks, is a
leading provider of outsourced laundry services to multi-family
laundry owners and 725 colleges and universities, servicing over
400,000 machines in 44 states. Mac-Gray will be absorbed by Spin
Holdco at the close of the transaction. Combined pro forma
revenues for FY 2014 (ending 3/31/2014) are anticipated to be
around $1.1 billion.


ST. FRANCIS' HOSPITAL: Panel Hires Alston & Bird as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of St. Francis'
Hospital, Poughkeepsie, New York and its debtor-affiliates seeks
permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain Alston & Bird LLP as counsel to the
Committee, nunc pro tunc to Dec. 23, 2013.

Alston & Bird is expected to render such legal services as the
Committee may consider desirable to discharge the Committee's
responsibilities and further the interests of the Committee's
constituents in these cases.  In addition to acting as primary
spokesperson for the Committee, it is expected that Alston & Bird
LLP's services will include, without limitation, assisting,
advising, and representing the Committee with respect to these
matters:

   (a) the administration of these cases and the exercise of
       oversight with respect to the Debtors' affairs including
       all issues arising from or impacting the Debtors or the
       Committee in these chapter 11 cases;

   (b) the preparation on behalf of the Committee of all necessary
       applications, motions, orders, reports, and other legal
       papers;

   (c) appearances in this Court to represent the interests of the
       Committee;

   (d) the negotiation, formulation, drafting, and confirmation of
       any plan of reorganization or liquidation and matters
       related thereto;

   (e) the exercise of oversight with respect to any transfer,
       pledge, conveyance, sale, or other liquidation of the
       Debtors' assets;

   (f) such investigation as the Committee may desire concerning,
       among other things, the assets, liabilities, financial
       condition, and operating issues concerning the Debtors that
       may be relevant to this case;

   (g) such communication with the Committee's constituents and
       others as the Committee may consider desirable in
       furtherance of its responsibilities; and

   (h) the performance of all of the Committee's duties and powers
       under the Bankruptcy Code and the Bankruptcy Rules or as
       may be ordered by the Court.

Alston & Bird will be paid at these hourly rates:

       Partners                 $475-$1,195
       Counsels                 $450-$960
       Associates               $320-$725
       Paralegals               $175-$325
       Case Clerks              $90-$185

Craig Freeman and Martin G. Bunin are the Alston & Bird bankruptcy
partners who will be the primary partners on this matter.  Their
standard 2013 hourly rates were $775 and $865, respectively, but
they have agreed to bill their services in this matter at $695 and
$795, respectively. Additionally, they agreed to bill the services
of Alston & Bird associates at a 7.5% discount from their 2013
rates.  Partners other than Mr. Freeman and Mr. Bunin, and
paralegals and case clerks, will be billed at their standard 2013
and 2014 rates, as applicable.

Alston & Bird will also be reimbursed for reasonable out-of-pocket
expenses incurred.

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.
However, the New UST "Guidelines do not supersede local rules,
court orders, or other controlling authority," and, as far as the
Committee and Alston & Bird are aware, this Court has not yet
officially taken any position with respect to the New UST
Guidelines.

In connection with this Application ant the retention,
compensation, and reimbursement of Alston & Bird, in these cases,
the Committee and Alston & Bird intend to comply with the Original
UST Guidelines and to make a reasonable effort to comply with the
additional requirements set forth in the New UST Guidelines.
However, the Committee and Alston & Bird reserve all of their
rights as to the relevance and substantive legal effect of the New
UST Guidelines in connection with any application for employment,
compensation, or reimbursement in these cases.

Martin G. Bunin, partner of Alston & Bird, 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.

Alston & Bird can be reached at:

       Martin G. Bunin, Esq.
       ALSTON & BIRD LLP
       90 Park Avenue
       New York, NY 10016
       Tel: (212) 210-9400
       Fax: (212) 210-9444

                 About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The cases are
assigned to Judge Cecelia G. Morris.

St. Francis intends 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 will be held
Feb. 13 if a rival offer is submitted.

The Debtors' counsel is Christopher M. Desiderio, Esq., at Nixon
Peabody LLP, in New York; the financial adviser is CohnReznick
Advisory Group; and the investment banker is Deloitte Corporate
Finance LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.


STACY'S INC: Committee May Pursue Claims Against D&Os
-----------------------------------------------------
Stacy's Inc. filed on Jan. 31, 2014, an amendment to the
disclosure statement explaining its Plan of Reorganization.

Stacy's Inc. filed a proposed Disclosure Statement and Plan on
Dec. 12, 2013.  Prior to approval of the Disclosure Statement, two
limited objections were filed to the Disclosure Statement. In
addition, several events have transpired which provide
additional updated information.

The Amended Disclosure Statement addresses the objections and
provides updated information.

According to the Debtor, the use of cash collateral to make
continuing payments is dependent upon the results of a hearing
scheduled for Feb. 12, 2014.  The original Disclosure Statement
envisions that the Debtor will be successful at this hearing, but,
at this time, it is not possible to determine the results with
certainty. In the event that the Court rules against the Debtor,
either completely or partially, the Debtor will either amend the
Disclosure Statement and Plan or convert the case to Chapter 7.

Since the original Disclosure Statement was filed, the Debtor has
released an additional $430,000 from the sales proceeds to BOTW,
making the total amounts paid to Bank of the West from the sales
process and ongoing operations $19,298,461.

The Debtor also disclosed it has agreed with the Unsecured
Creditors Committee that it will assign certain assets to the
Committee so that it can pursue recovery of those assets for the
benefit of the unsecured creditors.  Specifically, the Debtor has
agreed to assign to the Committee any and all causes of action
which the Debtor might have against the existing or former
officers and directors of the Debtor, including any claims against
Bill Perry.  This would include any right to pursue available
insurance coverage for these recoveries. The Debtor has also
agreed to assign to the Committee any and all rights to pursue
recoveries of the Debtor pursuant to 11 U.S.C. Sections 547 and
548, other than those recoveries already obtained or already
involved in ongoing litigation.  The Debtor has already assigned
to the Committee any and all rights to pursue recovery of the
outstanding account receivable from the Trust.

A copy of the Amendment to Disclosure Statement is available at no
extra charge at:

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

Stacy's Inc. is represented by:

     Barbara George Barton, Esq.
     1715 Pickens Street
     P. O. Box 12046
     Columbia, SC 29211-2046
     Tel: (803) 256-6582
     Fax: (803) 779-0267
     E-mail: bbarton@bartonlawsc.com

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- had 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The Debtor scheduled $26.4 million in total assets and
$31.4 million in liabilities as of the bankruptcy filing.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

Stacy's in August 2013 sold the business to Metrolina Greenhouses
for $15.2 million after no competing bids were entered at a
bankruptcy auction.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
Ouzts, Ouzts & Varn, P.A., as its financial advisor; SSG Advisors,
LLC, as its investment banker; and Faulkner and Thompson, P.A., to
provide limited accounting services.

The Official Committee of Unsecured Creditors appointed in the
case has tapped Moore & Van Allen, PLLC, as counsel.


STANS ENERGY: Arbitration Hearing Scheduled for March 3
-------------------------------------------------------
Stans Energy Corp. on Feb. 21 disclosed that further to its
application dated November 28, 2013 for a Management Cease Trade
Order, a temporary MCTO of the Ontario Securities Commission was
issued on December 9, 2013.  This MCTO prohibits all trading in
and all acquisitions of the securities of the Company, by certain
insiders, until two days after receipt by the Commission of all
the required filings as noted in the Company?s November 28, 2013
press release.

Until the MCTO is lifted, Stans will comply with the alternative
information guidelines set out in National Policy 12-203 ? Cease
Trade Orders for Continuous Disclosure Defaults for issuers who
have failed to comply with a specified continuous disclosure
requirement within the times prescribed by applicable securities
laws.  The guidelines, among other things, require the Company to
issue bi-weekly default status reports by way of a news release,
and one will be forthcoming in the prescribed time frame.

Rodney Irwin, Interim CEO and President, reports that the Company
is continuing to work on evaluating potential impairment
considerations of both exploration and evaluation costs on mineral
properties in Kyrgyzstan and on the Company?s Kashka Rare Earth
Processing Facility.  Furthermore, the review of corporate records
continues to determine the date when impairment of assets may be
reflected in the Company?s financial statements.  The Company
anticipates being in a position to file the Required Filings by
February 28, 2014.

The Arbitration Court of the Moscow Chamber of Commerce and
Industry has indicated that the next hearing for arbitration
between Stans and the Government of Kyrgyzstan will be held on
March 3, 2014.  A subsequent hearing will then be held on or by
March 31, 2014.  Management continues to expect a ruling in Q2
2014.

                          About Stans Energy

Stans Energy Corp. is a resource development company focused on
progressing Heavy Rare Earth (HRE) properties in areas of the
Former Soviet Union.  In December 2009, Stans acquired a 20-year
mining license for the past-producing Kutessay II rare earth mine
from the Kyrgyz Republic.  On May 26, 2011 Stans completed the
purchase of the Kashka Rare Earth Processing Plant (KRP) the same
plant that previously refined REEs historically from Kutessay II.
The KRP was the only hard rock plant to produce all rare earth
elements outside of China, producing 120 different metals, alloys,
and oxides.  For over 30 years, Kutessay II produced 80% of the
rare earth metals for the former Soviet Union.


STERLING INFOSYSTEMS: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service has changed the ratings outlook for
Sterling Infosystems, Inc. to positive from stable. At the same
time, Moody's has affirmed all Sterling's ratings, including its
B2 Corporate Family Rating ("CFR"). The outlook has been raised
reflecting Moody's expectations for continued improvement in
operating performance in what Moody's expects to be a stable
operating environment in Sterling's key customer segments over the
next few years. Moody's believe this supports a continued trend
towards de-leveraging and improving credit metrics over the next
12-18 months.

Outlook Actions:

Issuer: Sterling Infosystems, Inc.

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Sterling Infosystems, Inc.

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B2

Senior Secured Bank Credit Facilities, Affirmed B2

Ratings Rationale

The change in ratings outlook reflects Moody's expectations that
Sterling will achieve modest revenue growth at consistent
operating margins, resulting in a steady level of cash flow
generation over the near term. This should allow the company to
continue its trend towards deleveraging through earnings growth
and a modest amount of debt repayment through 2014, and sustain
credit metrics that map well to B1 rated companies. To the extent
that Sterling undertakes any acquisitions over this period,
Moody's expect that they will be small and will not entail any
material increase in debt or decrease in liquidity, and can be
quickly integrated with existing operations with no deterioration
in margins.

Sterling's B2 CFR continues to be constrained the company's small
scale, its narrow product focus, and risks associated with an
acquisition-oriented growth strategy. Total revenue, which is less
than $250 million annually, is modest when compared to other B2-
rated services companies. Sterling's revenue base is significantly
concentrated in one service line, with nearly 50% of YTD September
2013 sales derived from criminal background checks. This as a key
constraint to ratings given the highly fragmented nature of the
industry and the presence of a few larger competitors. The ratings
also take into account the company's acquisition-growth strategy,
and risks associated with the pace, complexity, and the potential
use of debt for such activities in the future.

However, offsetting these concerns, Sterling has demonstrated an
ability to maintain stable, albeit modest operating margins,
resulting in a steady stream of positive free cash flow that
supports debt service and lowers leverage. Despite the
concentration in one service offering, Sterling has a stable and
visible revenue base as illustrated by its low customer
concentration (largest customer makes up less than 4% of total
revenue) and strong customer retention rates over the past several
years. The company's cost structure benefits from use of automated
services and offshore operations in lower-cost regions, which
Moody's expect will provide on-going support of margins.

Sterling maintains manageable debt levels: $179 million as of
September 30, 2013 (including Moody's standard adjustments).
Leverage (Debt to EBITDA) for this period is estimated at
approximately 3.4 times, which is strong for the B2 rating. Other
credit metrics are also strong for the rating: interest coverage
(EBITA to Interest) of 3.8 times and Retained Cash Flow to Debt of
over 20%. Moody's expect that Sterling will be able to maintain
credit metrics at levels that are superior to those typical of
larger, more diverse business services companies over the over the
near term, as an important factor to counterbalance risks
associated with size and growth strategy.

The ratings could be raised if the company achieves revenue and
earnings growth as planned, while maintaining a good liquidity
profile over the near term. Demonstration of a conservative
shareholder return policy as well as a modest pace of acquisitions
over such a period would be important considerations for an
upgrade. The ability to sustain credit metrics such as Debt to
EBITDA of about 3 times and EBITA to Interest of 4 times could
support higher ratings.

The ratings could be pressured if the company experiences an
unexpected decline in revenue, possibly due to loss or
underperformance of contracts, resulting in declining operating
margins or free cash flow. Also, ratings could face downward
pressure if Sterling increases the pace or size of its acquisition
activities, particularly if the company were to raise debt to fund
such purchases, or if the company were to engage in a material
return of capital to shareholders. Debt to EBTDA over 5 times or
EBITA to Interest of less than 2 times could warrant a lower
rating.

Sterling Infosystems, Inc. ("Sterling") provides pre- and post-
employment verification services including criminal background
checks, credential verification and employee drug testing.
Sterling is majority-owned by affiliates of private equity sponsor
Calera Capital and management.

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


SUNTECH POWER: Liquidators File Chapter 15 Bankruptcy Petition
--------------------------------------------------------------
Suntech Power Holdings Co., Ltd. on Feb. 22 disclosed that the
joint provisional liquidators (the "JPLs") of the Company
appointed by the Grand Court of the Cayman Islands to oversee the
restructuring of the Company have commenced a Chapter 15
proceeding under the U.S. Bankruptcy Code in a federal court in
the Southern District of New York.  Under such a proceeding, the
Company is seeking to have recognized in the United States the
Company's overseas provisional liquidation which has previously
been granted in the Cayman Islands.

Mr. David Walker, one of the JPLs, said, "The Chapter 15 petition
is a very important step to conclude a successful restructuring of
the Company as it would allow a centralized process to assert and
resolve claims against the Company, and to make distributions to
the Company's creditors."

Mr. Walker added, "Chapter 15 recognition will stay actions
brought by creditors in the United States, and help ensure that
all creditors are treated equally with similarly situated
creditors in the Cayman Islands proceeding."

As previously announced, the Company's filing of the Chapter 15
petition by February 21, 2014 was a provision of the Restructuring
Support Agreement entered into with (among other parties) the
petitioners for an involuntary bankruptcy proceeding filed against
it under Chapter 7 of the U.S. Bankruptcy Code.

              About Suntech Power Holdings Co., Ltd.

Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are represented
by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in White
Plains, New York.

Suntech Power on Jan. 31, 2014, disclosed that it has
signed a Restructuring Support Agreement relating to the petition
for involuntary bankruptcy filed against it under chapter 7 of the
U.S. Bankruptcy Code.  Under the RSA, the parties agreed that
chapter 7 proceedings will be dismissed following recognition of
the provisional liquidation proceeding previously filed by the
Company in the Cayman Islands under chapter 15 of the U.S.
Bankruptcy Code.


SUNTECH POWER: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Petitioners: David Walker and Ian Stokoe

Chapter 15 Debtor: Suntech Power Holdings Co., Ltd.

Chapter 15 Case No.: 14-10383

Type of Business: Producer of solar products for residential,
                  commercial, industrial, and utility
                  applications

Chapter 15 Petition Date: February 21, 2014

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

Chapter 15 Petitioner's
Counsel:                 Jennifer Taylor, Esq.
                         O'MELVENY & MYERS LLP
                         7 Times Square
                         New York, NY 10036
                         Tel: (212) 326-2000
                         Fax: (212) 326-2061
                         Email: jtaylor@omm.com

                              - and -

                         Diana Perez, Esq.
                         O'MELVENY & MYERS LLP
                         7 Times Square
                         New York, NY 10036
                         Tel: (212) 326-2000
                         Fax: (212) 326-2061
                         Email: dperez@omm.com

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion


SUNTECH POWER: NYSE Delists ADRs Effective Feb. 25
--------------------------------------------------
The New York Stock Exchange LLC has notified the United States
Securities and Exchange Commission of its intention to remove the
entire class of American Depositary Shares -- each representing
one Ordinary Share -- of Suntech Power Holdings Co., Ltd. from
listing and registration on the Exchange at the opening of
business on Feb. 25, 2014, pursuant to the provisions of Rule
12d2-2 (b), because, in the opinion of the Exchange, the
Securities are no longer suitable for continued listing and
trading on the Exchange.

The NYSE on Feb. 14 filed a Form 25 "NOTIFICATION OF REMOVAL FROM
LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES
EXCHANGE ACT OF 1934."

According to the NYSE, Suntech failed to file its Annual Report on
Form 20-F for the fiscal year ended Dec. 31, 2013, by its April
30, 2013 due date.  Section 802.01E of the Exchange's Listed
Company Manual provides an initial six-month compliance period for
an issuer unable to file its annual report when due.  The Company
failed to file the Form 20-F within the initial six-month
compliance period.

The Rule also authorizes the Exchange, in its sole discretion, to
grant a second compliance period not to exceed six months if the
company provides information sufficient to support a conclusion
that the annual report is likely to be filed within this
additional compliance period.

The Exchange's delisting determination was based on the fact that
there was uncertainty about the Company's ability to complete the
Form 20-F within the timeframes required under NYSE rules in light
of the ongoing restructuring involving the Company and the fact
that the Company is also in the process of restating of its
previously issued Dec. 31, 2010 and 2011 financial statements.
The Exchange also considered the uncertainty surrounding the
restructuring process on holders of the Securities pursuant to
NYSE Listed Company Manual Section 802.01D.

On Nov. 6, 2013, the Exchange determined that the Securities
should be suspended from trading before the opening of the trading
session on Nov. 11.  The Company was notified by letter on Nov. 6.
Pursuant to the authorization, a press release was issued Nov. 6,
and an announcement was made on the 'ticker' of the Exchange at
the opening and close on Nov. 7 and other various dates of the
suspension and delisting of the Securities.  Similar information
was included on the Exchange's website.  Trading in the Securities
on the Exchange was suspended prior to the opening of the trading
session on Nov. 11.

On Nov. 19, 2013 the Exchange received a letter from the Company
to request a hearing before the Committee for Review of the Board
of Directors of NYSE Regulation concerning the Staff's
determination, in accordance with Section 804.00 of the Exchange's
Listed Company Manual.  The hearing was held on Feb. 6, 2014.

On Feb. 12, 2014, the Committee issued a decision that affirmed
the determination of the Staff of NYSE Regulation to delist the
Securities.  Accordingly, the Exchange, having complied with all
of its procedures, is authorized to file this application in
accordance with Section 12 of the Securities Exchange Act of 1934
and the rules promulgated thereunder.

                          About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a naotice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are represented
by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in White
Plains, New York.

Suntech Power on Jan. 31, 2014, disclosed that it has signed a
Restructuring Support Agreement relating to the petition for
involuntary bankruptcy filed against it under chapter 7 of the
U.S. Bankruptcy Code.  Under the RSA, the parties agreed that
chapter 7 proceedings will be dismissed following recognition of
the provisional liquidation proceeding previously filed by the
Company in the Cayman Islands under chapter 15 of the U.S.
Bankruptcy Code.


SUNTECH POWER: NYSE Review Panel Upholds ADR Delisting
------------------------------------------------------
Suntech Power Holdings Co., Ltd., disclosed that the New York
Stock Exchange's Committee for Review has upheld a decision
previously made by NYSE Regulation, Inc. to commence delisting
proceedings of the Company's American Depositary Shares. The
Company expects a Form 25 (Notification of Removal from Listing
and/or Registration under Section 12(b) of the Securities Exchange
Act of 1934) will be filed shortly with the U.S. Securities and
Exchange Commission to delist the Company's American Depositary
Shares.

Trading of the Company's American Depositary Shares has been
suspended by the NYSE since Nov. 11, 2013.  Quotations of the
Company's American Depositary Shares have been, and the Company
expects will continue to be, available on the OTC market under the
symbol "STPFQ".

                          About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a naotice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are represented
by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in White
Plains, New York.

Suntech Power on Jan. 31, 2014, disclosed that it has signed a
Restructuring Support Agreement relating to the petition for
involuntary bankruptcy filed against it under chapter 7 of the
U.S. Bankruptcy Code.  Under the RSA, the parties agreed that
chapter 7 proceedings will be dismissed following recognition of
the provisional liquidation proceeding previously filed by the
Company in the Cayman Islands under chapter 15 of the U.S.
Bankruptcy Code.


SUNTECH POWER: Zhengrong Shi Holds 29% of Ordinary Shares
---------------------------------------------------------
Zhengrong Shi, D&M Technologies Limited, Power Surge Limited,
Power Surge Trust, and Credit Suisse Trust Limited jointly filed
with the U.S. Securities and Exchange Commission a SCHEDULE 13G
(Amendment No. 9) to disclose their ownership of Suntech Power
Holdings Co., Ltd.'s Ordinary Shares, $0.01 par value, as of
Dec. 31, 2013.

Specifically, the Schedule 13G filing, which is dated Feb. 14,
disclosed that:

     -- Zhengrong Shi may be deemed to beneficially own
        52,845,000 shares or 29.2% of the total shares; and

     -- the other entities no longer hold Suntech shares.

Based on Suntech's latest Form 20-F, the number of shares of
common stock outstanding as of Dec. 31, 2011, was 181,163,878.

Both Zhengrong Shi and D&M Technologies Limited are based in
Jiangsu Province, People's Republic of China.  Power Surge Limited
is based in Nassau, Bahamas; and Power Surge Trust and Credit
Suisse Trust Limited are based in Singapore.

                          About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a naotice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are represented
by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in White
Plains, New York.

Suntech Power on Jan. 31, 2014, disclosed that it has signed a
Restructuring Support Agreement relating to the petition for
involuntary bankruptcy filed against it under chapter 7 of the
U.S. Bankruptcy Code.  Under the RSA, the parties agreed that
chapter 7 proceedings will be dismissed following recognition of
the provisional liquidation proceeding previously filed by the
Company in the Cayman Islands under chapter 15 of the U.S.
Bankruptcy Code.


TERRAFIRMA VENTURE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Terrafirma Venture LLC
        9811 W. Charleston Blvd Suite #2550
        Las Vegas, NV 89117

Case No.: 14-11070

Chapter 11 Petition Date: February 20, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Seth D Ballstaedt, Esq.
                  THE BALLSTAEDT LAW FIRM
                  9480 S Eastern Ave. Suite 213
                  Las Vegas, NV 89123
                  Tel: (702) 715-0000
                  Fax: (702) 666-8215
                  Email: seth@ballstaedtlaw.com

Total Assets: $678,447

Total Liabilities: $1.05 million

The petition was signed by Rick Simmons, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb14-11070.pdf


TOMSTEN INC: Disclosure Statement Hearing Set for Feb. 26
---------------------------------------------------------
Tomsten, Inc. dba Archiver's, will appear before Judge Gregory F.
Kishel of the Bankruptcy Court in Minnesota on Feb. 26, 2014, at
10:00 a.m. at Courtroom 2A, 2nd floor, 316 North Robert Street,
St. Paul, to seek approval of the Disclosure Statement explaining
its Plan of Liquidation.

The Plan, dated Jan. 21, 2014, will be funded by (i) Available
Cash on the effective date, and (ii) funds available after the
Effective Date from, among other things, the liquidation of the
Debtor's remaining assets and the prosecution and, if appropriate,
enforcement of Avoidance Actions.

Tomsten proposes that on the Effective Date, CBIZ MHM LLC, acting
by and through Charles M. Berk, will be appointed as Liquidating
Agent and will take control all assets of the Debtor and
administer them according to the terms of the Plan.  The
Liquidating Agent will diligently liquidate all remaining assets
of Debtor's estate and claims against the Debtor for the benefit
of creditors and interest holders.  Upon liquidation of all assets
and claims against Debtor, the Liquidating Agent will distribute
all remaining assets in accordance with the Plan.

As of the date of the Disclosure Statement, the Debtor is
operating 33 stores in 16 states.

                        Unclassified Claims

Under the Plan, each holder of an Administrative Claim will
receive payment equal to the unpaid portion of the allowed
Administrative Claim on the later to occur of:

   (a) the Effective Date or as soon as practical thereafter; or

   (b) 15 calendar days after the Administrative Claim becomes an
       allowed Claim; or

   (c) such date as may be mutually determined by the Liquidating
       Agent and the Claimant;

provided, however, that allowed Administrative Claims representing
obligations in the ordinary course of business of the Debtor will
be paid in full and performed by the Debtor in accordance with the
terms and conditions of the particular transactions and any
applicable agreements.

Except for Administrative Claims incurred in the ordinary course
of the Debtor's business and unpaid rent or other charges due
under the terms of the Debtor's corporate office sub-lease with
Welch Companies, LLC, no Administrative Claim shall become an
allowed Administrative Claim unless request for payment has been
filed with the Court within 30 calendar days following the
Effective Date.  Claims incurred by the Debtor in the ordinary
course of business after the Petition Date will continue to be
paid in the ordinary course of business by the Debtor when due.

Fees payable by the Debtor under 28 U.S.C. Sec. 1930 will be paid
in full on the Effective Date and thereafter as and when due until
the Chapter 11 case is closed, dismissed or converted.  After
Confirmation, the Liquidating Agent will submit quarterly
operating reports to the United States Trustee each quarter (or
portion thereof) until the Chapter 11 case is closed, dismissed or
converted.

Allowed claims entitled to priority under 11 U.S.C. Sec. 507(a)(2)
and (3) will receive on the Effective Date a cash payment equal to
the allowed amount of such claim.

Allowed claims entitled to priority under 11 U.S.C. Sec. 507(a)(8)
-- Priority Tax Claims -- will receive a cash payment in the full
amount of such claims on the Effective Date.  At the date of the
Disclosure Statement, unclassified claims and Administrative
Claims are estimated to total approximately $793,000 as of the
Effective Date.

                         Classified Claims

Allowed priority claims against the Debtor under Sec. 507(a)(1),
(4)-(7) and (9) of the Bankruptcy Code are placed in Class 3.1
under the Plan.  The claims together are estimated to total
$36,247.  Class 3.1 claims will receive a cash payment on the
Effective Date equal to the allowed amount of the claim.  Class
3.1 is not impaired.

The secured claims of Lenova Financial Services, Susquehanna
Commercial Finance and TCF Equipment Finance, Inc. based on
contracts to lease routers, scanners, printers and related
equipment to the Debtor, are placed in Class 3.2.  Each secured
claim in Class 3.2 will be satisfied in full by the claimant
retaking possession of the equipment leased from that claimant at
the end of the liquidation process.  The claimant may assert an
unsecured non-priority claim for any deficiency resulting from the
treatment provided that the claimant files a proof of claim
with 30 days after the date the equipment is tendered to the
claimant.  Class 3.2 is not impaired.

The Plan provides a Convenience Class under Class 3.3.  This class
consists of (i) allowed general unsecured claims equal to or less
than $3,000, or (ii) allowed unsecured claims in an amount of more
than $3,000 where the holder of the claim elects to reduce the
claim to $3,000 and receive distribution under Class 3.3.  The
Class 3.3 claims, without accounting for elections to reduce
claims, are estimated to total $152,444.

Class 3.3 claim holders will receive 25% of the lesser amount of
their allowed claims or $3,000 (if a holder elects to reduce its
claim) on the Effective Date in full satisfaction of such claims.
Class 3.3 is impaired.

Aall allowed unsecured nonpriority claims against the Debtor not
included in the Convenience Class under Class 3.3 are placed in
Class 3.4.  The claims are estimated to total $8,650,000,
including estimated lease rejection damage claims.  Holders of
allowed Class 3.4 claims will receive a Pro-rata Payment of the
Debtor's remaining assets up to the full amount of those claims
only after payment of all holders of Administrative Claims, other
unclassified Claims, allowed claims in Classes 3.1, 3.2 and 3.3
and expenses of the Debtor and the Liquidating Agent relating to
consummation of the Plan.  Class 3.4 is impaired.

Allowed equity interests in the Debtor comprise Class 3.5.  These
interests will receive Pro-rata Payment of all of the Debtor's
remaining assets after the payment in full of all allowed
Administrative Claims, unclassified claims, Classes 3.1, 3.2, 3.3,
and 3.4 allowed claims, and Debtor's and the Liquidating Agent's
expenses relating to consummation of the Plan, if any.  The Debtor
does not anticipate any distribution to equity interest holders.

The common stock certificates and other instruments evidencing
equity interests in the Debtor will be deemed canceled without
further act or action, and the equity interest in the Debtor will
be extinguished after (i) the Debtor determines following the
Effective Date that there are not sufficient funds available to
holders of allowed equity interests or (ii) in the event that
sufficient funds become available to make a distribution to
holders of allowed equity interests, as soon as possible following
distributions to holders of allowed equity interest.  Class 3.5 is
not impaired.

A copy of Tomsten's Disclosure Statement is available at no extra
charge at:

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

                      About Tomsten Inc.

Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D.
Minn. Case No. 13-42153) in Minneapolis on April 29, 2013.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million as of the Chapter 11 filing.  The Debtor has
tapped and Michael L. Meyer, Esq., and the firm of Ravich Meyer
Kirkman McGrath Nauman & Tansey as counsel.  Judge Gregory F.
Kishel presides over the case.

Steven M. Rubin and the law firm of Leonard Street and Deinard
serve as the Debtor's corporate counsel.  M Squared Group, Inc.,
is the Debtor's marketing consultant while Lighthouse Management
Group, Inc., is the Debtor's financial consultant.  Baker Tilly
Virchow Krause, LLP, serve as tax accountant to the Debtor.  The
Debtor also hired Quasimodo Advertising to aid in the marketing of
the Debtor's products and services.

The Official Unsecured Creditors' Committee is represented by Jay
Jaffe, Esq., at Faegre Baker Daniels LLP.  CBIZ Accounting, Tax
and Advisory of New York, LLC, serves as the Committee's financial
advisor.


TRIBUNE CO: Activist Presses Firm to Sell Assets
------------------------------------------------
David Benoit and Juliet Chung, writing for The Wall Street
Journal, reported that an activist hedge fund has taken a stake in
Tribune Co. and is discussing with its management strategic moves
it believes will boost the media company's shares, people familiar
with the matter said.

According to the report, Clifton S. Robbins, whose Blue Harbour
Group has a 2.5% stake in Tribune, has privately urged the
company's management to take steps including selling its real-
estate holdings and the spectrum its broadcast properties own,
they said. Tribune emerged from bankruptcy protection in late
2012.

Mr. Robbins, whose Connecticut-based fund has about $2.1 billion
in assets, disclosed the investment earlier this month at the
annual meeting of EnTrust Capital, a New York firm that invests
billions of dollars of client money in hedge funds, the report
related.  He called it his best idea for 2014, people at the
conference said.

Tribune shares currently trade in the over-the-counter market,
with big chunks of the equity in the hands of investment firms
including Oaktree Capital Management LP, the report further
related.

Mr. Robbins labels himself a "friendly" activist, and says he
won't invest in a company unless its management appears receptive
to his ideas, the report said.  And Mr. Robbins eschews the public
campaigns that are the hallmark of activist investors such as Carl
Icahn and Daniel Loeb.

                        About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TXU CORP: 2014 Bank Debt Trades at 31% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 68.78 cents-on-the-
dollar during the week ended Friday, February 21, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.38
percentage points from the previous week, The Journal relates.
TXU Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


UROLOGIX INC: Has $1.08-Mil. Net Loss in Qtr. Ended Dec. 31
-----------------------------------------------------------
Urologix, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $1.08 million on $3.81 million of sales for the three months
ended Dec. 31, 2013, compared to a net loss of $970,000 on
$4.35 million of sales for the same period in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $10.82
million in total assets, $12.69 million in total liabilities, and
a stockholders' deficit of $1.88 million.

According to the regulatory filing, as a result of the Company's
history of operating losses and negative cash flows from
operations, there is substantial doubt about its ability to
continue as a going concern.  As of Dec. 31, 2013, the Company's
cash may not be sufficient to sustain day-to-day operations for
the next 12 months.  The Company's ability to continue as a going
concern is dependent upon its ability to generate positive cash
flows from our business, maintain available borrowing under our
line of credit with Silicon Valley Bank entered into on Jan. 11,
2012, as subsequently amended, and aggressively manage our
expenses including those associated with our acquisition of the
Prostiva product line from Medtronic.  The Company's ability to
continue as a going concern is also dependent upon avoiding an
event of default under the Note and avoiding termination of the
license relating to the Prostiva product, whether by negotiation
with Medtronic, cure of any non-payment giving rise to an event of
default or termination, or otherwise.  The line of credit with
Silicon Valley Bank allows borrowing by the Company of up to the
lesser of $2.0 million or the defined borrowing base consisting of
80% of eligible accounts receivable.  As of Dec. 31, 2013 the
Company has not borrowed against this facility.

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

                       http://is.gd/eOWT92

Urologix, Inc., Urologix develops, manufactures, and markets non-
surgical, office-based therapies for the treatment of the symptoms
and obstruction resulting from non-cancerous prostate enlargement
also known as benign prostatic hyperplasia (BPH).


USEC INC: Van Eck Associates No Longer a Shareholder
----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Van Eck Associates Corporation disclosed that
as of Dec. 31, 2013, it beneficially owned 0 common shares of
USEC, Inc.  Van Eck previously owned 6,952,042 common shares as of
Dec. 31, 2012.  A copy of the regulatory filing is available for
free at http://is.gd/Xr7mJw

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012 as compared
with a net loss of $491.1 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $1.70 billion in total assets,
$2.16 billion in total liabilities and a $462.1 million
stockholders' deficit.

PricewaterhouseCoopers LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of September 30, 2013, we had $530 million of convertible notes
outstanding.  Under the terms of our convertible notes, a
"fundamental change" is triggered if our shares of common stock
are not listed for trading on any of the NYSE, the American Stock
Exchange (now NYSE-MKT), the NASDAQ Global Market or the NASDAQ
Global Select Market, and the holders of the notes can require
USEC to repurchase the notes at par for cash.  We have no
assurance that we would be eligible for listing on an alternate
exchange in light of our market capitalization, stockholders'
deficit and net losses.  Our receipt of a NYSE continued listing
standards notification described above did not trigger a
fundamental change.  In the event a fundamental change under the
convertible notes is triggered, we do not have adequate cash to
repurchase the notes.  A failure by us to offer to repurchase the
notes or to repurchase the notes after the occurrence of a
fundamental change is an event of default under the indenture
governing the notes.  Accordingly, the exercise of remedies by
holders of our convertible notes or the trustee of the notes as a
result of a delisting would have a material adverse effect on our
liquidity and financial condition and could require us to file for
bankruptcy protection," the Company said in its quarterly report
for the period ended Sept. 30, 2013.

                           *     *     *

As reported by the TCR on Dec. 18, 2013, Moody's Investors Service
lowered USEC's Corporate Family Rating (CFR) to Ca from Caa1.  The
downgrade follows announcement that USEC has initiated a debt
restructuring plan and intends to file for reorganization under
Chapter 11 of the Bankruptcy Code.


VICTOR OOLITIC: Meeting to Form Creditors' Panel on Tuesday
-----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on February 25, 2014, at 10:30 a.m.
in the bankruptcy case of Victor Oolitic Stone Company.  The
meeting will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                       About 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.


WILLIAMSBERG REALTY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Williamsberg Realty Services Group Inc.
        5308 13'th Avenue, Suite 248
        Brooklyn, NY 11219

Case No.: 14-40717

Chapter 11 Petition Date: February 21, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Noson A Kopel, Esq.
                  ATTORNEY-AT-LAW
                  1653 President Street
                  Brooklyn, NY 11213
                  Tel: 718-493-0995
                  Fax: 718-493-0840
                  Email: nkopel@covad.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joseph Levi, president.

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


WORLD CABLE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: World Cable, Inc.
        33 Whitehall St., 30th Floor
        New York, NY 10004

Case No.: 14-10379

Chapter 11 Petition Date: February 21, 2014

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

Judge: Hon. Martin Glenn

Debtor's Counsel: Schuyler G. Carroll, Esq.
                  PERKINS COIE LLP
                  30 Rockefeller Plaza, 25th Floor
                  New York, NY 10112
                  Tel: (212) 262-6905
                  Fax: (212) 977-1636
                  Email: scarroll@perkinscoie.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Shahid Rasul, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb14-10379.pdf


YND INC: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: YND, Inc.
        942 Little Darby Lane
        Suwanee, GA 30024

Case No.: 14-53413

Chapter 11 Petition Date: February 21, 2014

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Hon. Barbara Ellis-Monro

Debtor's Counsel: Leslie M. Pineyro, Esq.
                  JONES AND WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: 404-564-9301
                  Email: lpineyro@joneswalden.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Youngju Oh Hall, CEO and secretary.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb14-53413.pdf


YOSHI'S SAN FRANCISCO: Status Conference Continued Until Feb. 26
----------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California continued until Feb. 26, 2014, at
2:00 p.m., the status conference on Yoshi's San Francisco, LLC's
Chapter 11 case.

The Court, in its order, among other things:

   1. denied Fillmore Development Commercial, LLC's motion to
      (i) dismiss case, and award sanctions against petitioning
      creditors;  (ii) alternatively for an order of abstention
      and dismissal; or (iii) alternatively for appointment of
      a trustee pursuant to the prior stipulated order providing
      for withdrawal of the motion under certain conditions;

   2. postponed the entry of an order for relief to allow
      additional time for an entity or group of entities
      controlled by FDC's manager, Michael E. Johnson, to
      finalize agreements necessary for the Johnson Group to
      acquire the assets and business of the Debtor.

   3. held that an order for relief under Chapter 11 of the
      Bankruptcy Code will be entered on Feb. 26, 2014, unless
      the Global Settlement Agreements are finalized, subject
      only to Court approval, on or before Feb. 25.  If the
      Global Settlement Agreements are finalized, the Debtor
      will file a status conference statement so reflecting no
      later than Feb. 25.

   4. directed that YSF will pay to California Bank & Trust, for
      the month of January 2014, an amount of not less than
      $8,000 as payment toward YSF's indebtedness to CB&T.  To
      the extent such January CB&T Payment has not already been
      paid, it will be paid not less than two business days
      following entry of the order.  YSF will pay to CB&T, no
      later than Feb. 15, an amount of not less than $8,000, as
      payment toward YSF's indebtedness to CB&T.

   5. held that the hearing on California Bank and Trust's motion
      for relief from stay will be continued to Feb. 26, to
      correspondwith the status conference set for the same date.

                    About Yoshi's San Francisco

An involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Calif.
Case No. 12-49432) was filed on Nov. 28, 2012, against Yoshi's San
Francisco, aka Yoshi's San Francisco LLC, an upscale nightclub,
music venue, and Japanese restaurant located in Oakland.  The
alleged creditors are Yoshi's Japanese Restaurant, allegedly owed
$1.28 million; Apex Refrigeration Corp., owed $504; and East Bay
Restaurant Supply Inc., owed $2,707.

Judge Roger L. Efremsky oversees the case, taking over from Judge
M. Elaine Hammond.  Scott H. McNutt, Esq., and Shane J. Moses,
Esq., at McNutt Law Group, represent the Debtor as counsel.  YSF
opened its doors in December 2007.  The project was part of a
partnership involving the City and County of San Francisco and a
real estate developer, Fillmore Development Commercial, LLC.  YSF
is a California limited liability company with two members, both
of which are corporate entities.  The majority member is Yoshi's
Fillmore, LLC, of which Yoshi's Japanese Restaurant in Oakland is
the principal member and manager.  The minority member is Fillmore
Jazz Club, LLC, a group of investors managed by Michael Johnson,
who also manages the developer, FDC.

There is a provision in the YSF operating agreement that requires
unanimous agreement to take certain actions that have a permanent
effect on the company such as the filing of a voluntary Chapter 11
restructuring.  This predictably led to acrimony and gridlock, and
prevented YSF management from taking what it believed were the
those actions necessary in the face of the company's continued
financial situation.

On Oct. 29, 2012, FDC filed a lawsuit in state court seeking
appointment of a receiver to take over control of YSF.  YSF
recognized that this would be ultimately unproductive, because
it would be highly disruptive and potentially lead to loss of the
Yoshi's name, as well as the manager who has been the driving
force behind Yoshi's for 40 years.

YSF determined that the only option to allow the continued
operation of Yoshi's and protect the interests of all creditors
was for creditors of Yoshi's to file an involuntary bankruptcy
petition against YSF.

Fillmore is represented by Sara L. Chenetz, Esq., at Blank Rome
LLP.


YRC WORLDWIDE: Deutsche Bank Stake Down to 0.03% as of Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Deutsche Bank AG disclosed that as of
Jan. 31, 2014, it beneficially owned 3,715 shares of common stock
of YRC Worldwide, Inc., representing 0.03 percent of the shares
outstanding.  Deutsche Bank previously reported beneficial
ownership of 208,678 common shares as of Jan. 31, 2012.  A copy of
the regulatory filing is available for free at http://is.gd/dIkSLv

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

As reported by the TCR on Jan. 31, 2014, Standard & Poor's Ratings
Services said that it raised its ratings on Overland Park, Kansas-
based less-than-truckload (LTL) trucker YRC Worldwide Inc. (YRCW),
including the corporate credit rating to 'CCC+' from 'CCC'.  "The
upgrades reflect YRCW's improved liquidity position and minimal
debt maturities as a result of its proposed refinancing,"
said Standard & Poor's credit analyst Anita Ogbara.


YRC WORLDWIDE: Whitebox Advisors Stake Down to 1.7% as of Dec. 31
-----------------------------------------------------------------
Whitebox Advisors, LLC, and its affiliates disclosed in an amended
Schedule 13G filed with the U.S. Securities and Exchange
Commission that as of Dec. 31, 2013, they beneficially owned
498,816 shares of common stock of YRC Worldwide representing 1.7
percent of the shares outstanding.  Whitebox previously reported
beneficial ownership of 647,084 common shares as of Dec. 31, 2012.
A copy of the regulatory filing is available for free at:

                       http://is.gd/RhEQPw

                       About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

As reported by the TCR on Jan. 31, 2014, Standard & Poor's Ratings
Services said that it raised its ratings on Overland Park, Kansas-
based less-than-truckload (LTL) trucker YRC Worldwide Inc. (YRCW),
including the corporate credit rating to 'CCC+' from 'CCC'.  "The
upgrades reflect YRCW's improved liquidity position and minimal
debt maturities as a result of its proposed refinancing,"
said Standard & Poor's credit analyst Anita Ogbara.


ZEKE'S LANDING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Zeke's Landing Marina, LLC.
        P.O. Box 2500
        Orange Beach, AL 36561

Case No.: 14-00497

Chapter 11 Petition Date: February 20, 2014

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Judge: Hon. Margaret A. Mahoney

Debtor's Counsel: Robert M. Galloway, Esq.
                  GALLOWAY WETTERMARK EVEREST RUTENS
                  & GAILLARD, LLP
                  P. O. Box 16629
                  Mobile, AL 36616-0629
                  Tel: (251) 476-4493
                  Email: bgalloway@gallowayllp.com


Total Assets: $4.64 million

Total Liabilities: $15.93 million

The petition was signed by Tom Steber, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alsb14-497.pdf


ZLM ACQUISITIONS: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: ZLM Acquisitions, LLC
        P.O. Box 2500
        Orange Beach, AL 36561

Case No.: 14-00495

Chapter 11 Petition Date: February 20, 2014

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Judge: Hon. William S. Shulman

Debtor's Counsel: Robert M. Galloway, Esq.
                  GALLOWAY WETTERMARK EVEREST RUTENS
                  & GAILLARD, LLP
                  P. O. Box 16629
                  Mobile, AL 36616-0629
                  Tel: (251) 476-4493
                  Email: bgalloway@gallowayllp.com

Total Assets: $2.93 million

Total Liabilities: $17.42 million

The petition was signed by Tom Steber, managing member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/alsb14-495.pdf


* Health Insurers Seek to Pry Open Asbestos-Bankruptcy Trusts
-------------------------------------------------------------
Daniel Fisher, writing for Forbes, reported that insurance
companies have joined the list of parties that want to pry open
the records of secretive bankruptcy trusts that plaintiff lawyers
set up to pay asbestos-related claims.

According to the report, Humana, Aetna , Blue Cross and Blue
Shield, and hospital networks operated by Johns Hopkins and Tufts
have filed a complaint in state court in Philadelphia demanding
claims records from the H.K. Porter Asbestos Trust. The insurers
say they need the names of plaintiffs who have recovered money
from the trust so they can be reimbursed for medical expenses they
paid to cover the same asbestos-related illnesses.

In a similar so-called subrogation action, insurers are preparing
to sue Pfizer in federal court in New York to recover some of the
$1.2 billion the pharmaceutical maker agreed to pay to settle
lawsuits linked to its Quigley unit, which filed for bankruptcy in
2004, the report related.  In that case, United, Humana and other
insurers say the secrecy of the Pfizer settlement with some
230,000 plaintiffs prevents them from demanding reimbursement for
medical costs already incurred.

Once Pfizer pays the asbestos plaintiffs, the insurers say, their
"rights to those funds will be substantially impaired," the report
further related. Court dockets "contain only partial identifying
information for each claimant," making it impossible to "match
these lists against their enrollment records."

There is a bit of irony in this latest wave of demands, the report
pointed out.  Defendant manufacturers have been trying for years
to lift the veil covering bankruptcy trust records in order to
show that people suing them for asbestos exposure have made
conflicting claims against other companies, or are trying to
collect money for smoking-related diseases like lung cancer. The
health insurers, on the other hand, are taking the plaintiffs and
their lawyers at their word and demanding trust records so they
can recover the money they spent treating what the plaintiffs have
said, frequently on penalty of perjury, are injuries stemming from
their exposure to asbestos.


* Estes Okon Promotes Kevin Muenster & Shelby Angel to Partners
---------------------------------------------------------------
The Dallas-based law firm Estes Okon Thorne & Carr PLLC on Feb. 20
disclosed that complex, commercial litigators Shelby Angel and
Kevin Muenster have been promoted to partners.

"Both Shelby and Kevin have worked effectively and diligently on
behalf of our clients in a variety of areas," says Dawn Estes, a
firm founding partner.  "They're a great fit for our firm,
representing high-profile clients in a wide range of complex
litigation, employment disputes, and other legal matters."

Ms. Angel has a diverse trial practice focused on complex
litigation and dispute resolution.  She practices in both state
and federal courts and has represented companies and individuals
in a wide array of commercial disputes involving claims for breach
of contract, warranty, fraud, tortious interference, breach of
fiduciary duty, piercing the corporate veil, negligence, and
deceptive trade practices.  Ms. Angel has successfully obtained
injunctive relief for her clients, most recently in matters
pertaining to franchise disputes, trademark and copyright
infringement, trade secret misappropriation, and non-
compete/employment disputes.  In addition to her trial practice,
Ms. Angel drafts, reviews, and advises clients on contracts and
business agreements, and also consults clients on e-discovery
issues and legal hold obligations, policies and procedures.
Ms. Angel graduated cum laude from the Southern Methodist
University Dedman School of Law in 2003.

Mr. Muenster is a trial lawyer that maintains an active litigation
practice primarily representing Fortune 500 companies, small and
medium-size businesses, and individuals in complex, business
disputes.  He has litigated matters in both state and federal
courts throughout the state involving claims of breach of
contract, fraud, nuisance, negligence, deceptive trade practices,
bad faith, and violations of the Texas Insurance and Property
Codes.  Mr. Muenster also regularly advises clients in the energy,
oil and gas, insurance, and construction industries.  His trial
work includes numerous successful jury verdicts in high stakes
litigation as well as other favorable outcomes for his clients in
courtrooms across Texas.  Mr. Muenster graduated from Baylor Law
School in 2006 and has been selected to the Texas Rising Stars
list of the state's up-and-coming lawyers in both 2012 and 2013.

Estes Okon Thorne & Carr PLLC -- http://www.estesokon.com-- is
one of the few certified women-owned law firms in Dallas.  It
features a collaborative team of highly experienced attorneys,
representing clients in business litigation, labor and employment,
energy, construction, bankruptcy, insurance, health care, family
law, and other corporate legal matters.


* Houston Bankruptcy Lawyer Arrested on Fraud Charges
-----------------------------------------------------
Calvin C. Braun, a local Houston attorney who handles bankruptcy
cases, has been arrested on charges of bankruptcy fraud and filing
false declarations in bankruptcy court, announced United States
Attorney Kenneth Magidson.

Braun was charged in four-count indictment returned December 28,
2010. He was taken into custody Feb. 18 and made an initial
appearance before U.S. Magistrate Judge George C. Hanks.  He was
permitted release upon posting bond and was further ordered to not
to take on any new bankruptcy cases.

The indictment alleges Braun, 47, filed a bankruptcy case under
Chapter 7 on behalf of a woman on May 31, 2010, who agreed to pay
Braun $2,500 to represent her. She had allegedly been referred to
Braun by her ex-husband who had previously utilized the Orlando &
Braun law firm to represent him on matters related to various
companies he owned. On December 23, 2010, the man had retained
Braun to file a Chapter 11 bankruptcy case in his behalf,
according to allegations. The indictment further alleges the woman
had been listed as a creditor in the documents filed in her ex-
husband's case.

Braun allegedly falsely filed a disclosure of compensation of
attorney on behalf of the woman in bankruptcy court in which he
certified he had received his full fee of $2,500 prior to filing
the disclosure statement on July 2, 2010. However, the indictment
alleges he knew she had not paid the full amount owed when he
filed the statement, and he continued to collect money from her in
the case.

Later, Braun also allegedly filed an application to employ with an
attached affidavit seeking the bankruptcy court's approval to
represent the man in his Chapter 11 case. In that affidavit, Braun
allegedly stated he had no conflict of interest in representing
him nor represented any of his creditors. The woman filed an
objection to that application. Braun later admitted in an amended
affidavit that he did represent the woman in her Chapter 7 case,
but again reiterated he did not represent any creditors of the
male, according to the allegations. However, in truth and in fact
according to the indictment, he was counsel of record for her and
that she was listed as a creditor in the man's Chapter 11
bankruptcy case.

Furthermore, on November 30, 2010, Braun allegedly charged the
woman an additional fee of $300 and promised to file a motion to
re-open her bankruptcy case that had been closed due to Braun's
failure to file a critical document. Later, on December 28, 2013,
the woman paid an additional $1,258.91 for the balance owed Braun
to re-open the case. He took the money in both instances but never
filed the motion to re-open the case, even though he was still her
counsel of record, according to the allegations.

If convicted of the charges, Braun faces up to five years in
federal prison and a possible $250,000 fine.

FBI investigated with the assistance of the United States
Trustee's Office. Assistant United States Attorney Quincy L.
Ollison is prosecuting.

An indictment is a formal accusation of criminal conduct, not
evidence. A defendant is presumed innocent unless convicted
through due process of law.


* Four Stradling Lawyers Among Southern Calif. Super Lawyers List
-----------------------------------------------------------------
Stradling Yocca Carlson & Rauth, P.C. on Feb. 21 disclosed that
four of its lawyers were being named to the 2014 Southern
California Super Lawyers list.  Super Lawyers magazine names
attorneys in each state (5%) who received the highest point
totals, as chosen by their peers and through independent research.
The following attorneys were named to the Super Lawyers list this
year.

Jason de Bretteville is chair of Stradling's white collar criminal
defense practice.  His practice focuses on matters involving white
collar defense, enforcement, complex business litigation, and
securities litigation.  He has successfully tried cases, obtained
summary judgments, dismissals, jury verdicts, and settlements for
companies.

Paul R. Glassman is chair of Stradling's bankruptcy and
restructuring practice.  His practice focuses on corporate
reorganization, restructuring, workouts, bankruptcy, foreclosures,
financings, distressed M&A, and related litigation, with
particular expertise in the municipal, technology, media, real
estate, healthcare, and international sectors.

Shivbir S. Grewal is a shareholder in Stradling's corporate law
practice and a member of the firm's board of directors and
executive committee.  Mr. Grewal has practiced corporate and
securities law at Stradling since 1999.  He represents technology,
life science, manufacturing and healthcare entities in matters
relating to corporate and securities law, including venture
capital financings, mergers and acquisitions, initial public
offerings, corporate reorganizations, joint ventures, and public
company representation .

Mark L. Skaist is co-chair of Stradling's corporate law practice
and a member of the firm's executive committee.  Mr. Skaist's
practice focuses on public and private securities offerings,
venture capital transactions, mergers and acquisitions, commercial
transactions and general corporate representation (including
technology licensing and development and distribution
transactions).  He also works with private equity funds in
acquisition transactions and fund formation and advises clients on
matters involving corporate governance and employee compensation.

           About Stradling Yocca Carlson & Rauth, P.C.

Stradling -- http://www.sycr.com-- is a West Coast business law
firm with 120 attorneys practicing in seven offices including
Newport Beach, Reno, Sacramento, San Diego, San Francisco, Santa
Barbara and Santa Monica.  Clients include emerging and high-
growth public and private companies, private equity funds, venture
capital groups and municipalities.


* Seven Thomson Hine Lawyers Among 2014 Georgia Super Lawyers List
------------------------------------------------------------------
Seven lawyers from Thompson Hine LLP were included on the 2014
Georgia Super Lawyers(R) list and three were chosen as Georgia
Rising Stars.  Super Lawyers magazine distinguishes the top 5
percent of attorneys in each state in more than 70 practice areas
and recognizes those who have attained a high degree of peer
recognition and professional achievement.  Rising Stars are chosen
by their peers as being among the most recognizable up-and-coming
lawyers in Georgia.

Included in Georgia Super Lawyers:

Peter D. Coffman (Business Litigation) - Mr. Coffman, a partner
and trial lawyer, represents corporations and individuals in
disputes involving business torts, commercial contracts, fiduciary
obligations and creditors' rights.  He has worked extensively in
the automotive, real estate, higher education, communications and
media industries.

Gary S. Freed (Business Litigation) ? Mr. Freed is a partner who
focuses his practice on resolving business disputes, appearing in
state and federal courts, arbitrations and mediations across the
country.  His experience includes matters involving intellectual
property, restrictive covenants and trade secrets, real estate,
RICO, business dissolution, lending and finance, fraudulent
conveyance, contracts and executive employment.

John F. Isbell (Business Restructuring, Creditors' Rights &
Bankruptcy) ? Mr. Isbell, a partner, represents secured lenders,
debtors/borrowers, official committees of unsecured creditors,
landlords and other parties in interest in matters including
bankruptcy cases, receivership litigation, workouts,
restructurings, and state court foreclosures and confirmation
proceedings.

Z. Ileana Martinez (Business Litigation, Product Liability
Litigation) ? Ms. Martinez, a partner, focuses her practice on
complex business, commercial and mass torts, including cases
involving breach of contract and fiduciary duties, tortious
interference, trade secrets, fraud, civil conspiracy and
noncompete/nonsolicitation covenants.  She also serves as
national, regional and local counsel for pharmaceutical and
medical device companies and other consumer/commercial product
manufacturers in product liability litigation, including
multidistrict and class action.  Martinez also advises clients on
FDA and other regulatory issues.

Tim McDonald (Labor & Employment) ? Mr. McDonald, a partner,
focuses his practice on litigation and counseling related to
employment and employee benefits issues.  He defends employers
against class action and individual employment claims nationally,
and advises them on employment practices and benefits issues.  He
also represents fiduciaries, benefit plans and employers in
employee benefits litigation encompassing individual and class
action cases throughout the country.

Russell J. Rogers (Business Litigation) ? Mr. Rogers, a partner
who focuses on commercial litigation, has extensive experience
litigating complex contract disputes in a wide variety of
contexts.  He also defends clients in product liability
litigation, particularly matters involving pharmaceutical products
and energy, especially claims relating to fuel gases.

John L. Watkins (Business Litigation, Corporate Transactions &
Securities) ? Mr. Watkins, a partner, focuses his practice on
complex commercial litigation, insurance coverage and bad faith
litigation, and inbound international business transactions.  He
has considerable experience advising companies in the machinery
and equipment, manufacturing, industrial construction, technology,
software, financial and energy sectors.

Included in Georgia Rising Stars:

J. Christopher Fox, II (Business Litigation) ? Mr. Fox is a
partner whose practice encompasses a broad range of commercial
disputes, including contractual issues arising in the financial
services arena, matters relating to restrictive covenants and
unfair competition claims, and litigation of patent and trademark
infringement claims, as well as defense and prosecution of claims
for misappropriation of trade secrets.

Garrett A. Nail (Business Restructuring, Creditors' Rights &
Bankruptcy) ? Mr. Nail, an associate, handles a variety of
bankruptcy matters, including representing secured and unsecured
creditors, lenders, Chapter 7 and Chapter 11 debtors, asset
purchasers and parties to adversary proceedings.  He also has
experience in civil litigation matters, including tort, contract
and receivership cases.

J.A. Schneider (Business Litigation) ? Mr. Schneider, counsel at
Thompson Hine, represents clients in a wide variety of commercial
litigation matters.  His broad experience includes handling
complex business litigation and post-employment restrictive
covenant issues, including TROs and injunctions relating to
covenants not to compete, nonsolicitation and
confidentiality/nondisclosure agreements, and misappropriation of
trade secrets; business torts; partnership and business divorce;
and unfair trade and practices.

                    About Thompson Hine LLP

Established in 1911, Thompson Hine -- http://www.ThompsonHine.com
-- is a business law firm dedicated to providing superior client
service.  The firm has been ranked among the top four in the
country for "Value for the Dollar" and "Commitment to Help," by
in-house counsel and among the top ten firms for client service
excellence, according to The BTI Client Service A-Team: Survey of
Law Firm Client Service Performance.  With offices in Atlanta,
Cincinnati, Cleveland, Columbus, Dayton, New York and Washington,
D.C., Thompson Hine serves premier businesses worldwide.


* BOND PRICING -- For Week From Feb. 17 to 21, 2014
---------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AES Eastern Energy LP   AES      9.000     1.750       1/2/2017
AES Eastern Energy LP   AES      9.670     4.125       1/2/2029
Alion Science &
  Technology Corp       ALISCI  10.250    71.250       2/1/2015
Brookstone Co Inc       BKST    13.000    51.563     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    39.500     12/15/2014
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    28.375      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   12.000    24.500      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    28.375      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ   13.750     1.375      7/15/2015
Champion
  Enterprises Inc       CHB      2.750     0.375      11/1/2037
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175     9.450      1/30/2037
Energy Future
  Holdings Corp         TXU      5.550    33.200     11/15/2014
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.000       4/2/2018
FiberTower Corp         FTWR     9.000     0.625       1/1/2016
JPMorgan Chase Bank NA  JPM      6.000    78.962      8/19/2014
James River Coal Co     JRCC     7.875    16.500       4/1/2019
James River Coal Co     JRCC     4.500    11.950      12/1/2015
James River Coal Co     JRCC    10.000    18.500       6/1/2018
James River Coal Co     JRCC    10.000    18.000       6/1/2018
James River Coal Co     JRCC     3.125    11.750      3/15/2018
Johnson Controls Inc    JCI      1.750   100.018       3/1/2014
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
Lehman Brothers
  Holdings Inc          LEH      1.000    20.500      8/17/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    20.500      8/17/2014
Momentive Performance
  Materials Inc         MOMENT  11.500    51.000      12/1/2016
OnCure Holdings Inc     RTSX    11.750    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Ply Gem Industries Inc  PGEM     8.250   101.188      2/15/2018
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Pulse Electronics Corp  PULS     7.000    79.128     12/15/2014
Residential
  Capital LLC           RESCAP   6.875    30.704      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT     4.750     0.248       2/1/2018
School
  Specialty Inc/Old     SCHS     3.750    37.875     11/30/2026
Scotia Pacific Co LLC   MXM      7.710     0.125      1/20/2014
Scotia Pacific Co LLC   MXM      6.550     0.875      1/20/2007
THQ Inc                 THQI     5.000    43.500      8/15/2014
TMST Inc                THMR     8.000    20.000      5/15/2013
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     4.750      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    28.250       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     4.650      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     5.250      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    36.750       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     5.125      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     5.000      11/1/2016
USEC Inc                USU      3.000    37.418      10/1/2014
Western Express Inc     WSTEXP  12.500    61.750      4/15/2015
Western Express Inc     WSTEXP  12.500    61.750      4/15/2015






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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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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