TCR_Public/140225.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, February 25, 2014, Vol. 18, No. 55


                            Headlines

21ST CENTURY FINANCIAL: 8th Circ. Won't Revive US Adversary Suit
ADVANZEON SOLUTIONS: Lloyd Miller Stake at 7.6% as of Dec. 31
AFA INVESTMENT: Court Okays Protocol for Settling Avoidance Claims
AGFEED INDUSTRIES: Files Amended Schedules of Assets & Liabilities
AGFEED INDUSTRIES: Court Extends Removal Period to April 10

AGFEED INDUSTRIES: Plante & Moran Okayed to Provide Tax Services
AMERICAN APPAREL: Taps Skadden for Restructuring Advice
API TECHNOLOGIES: Incurs $7.2 Million Net Loss in Fiscal 2013
ARCHETYPE INC: Converting After Sale to Founder Carlino
ASPIRE PUBLIC: Fitch Affirms 'BB' Rating on $93.3MM Revenue Bonds

AT HOME CORP: Google AdSense Targeted in Patent Suit
ATHLACTION HOLDINGS: S&P Assigns 'B' CCR & Outlook Negative
ATLANTIC COAST: Basswood Capital Reports 8.8% Equity Stake
ATLANTIC COAST: Basswood Stake at 8.8% as of Dec. 31
ATLANTIC INC: Blows Interest Payment, Lands Financing

B-SQUARED INC: Court Rules on Summary Judgment Bid
BANKUNITED FINANCIAL: Tax Sharing Deals Not Yet High Court-Ready
BERNARD L. MADOFF: Defendants Ask to Consolidate on Common Issues
BERNARD L. MADOFF: "Corporate Psychopath" Defense Challenged
BIOLIFE SOLUTIONS: Incurs $1.1 Million Net Loss in 2013

BIOMODA INC: Going Private With $750,000 Under Chapter 11 Plan
BIONOL CLEARFIELD: TD, WestLB Dodge Oppenheimer's Credit Deal Suit
BLITZ USA: Deadline to Remove Pending Actions Extended to July 25
BON-TON STORES: J. Berylson Held 4.6% Equity Stake at Dec . 31
BROOKSTONE CO: Grace Period on Missed Payments Was Feb. 15

BROWN MEDICAL: Lease Decision Period Extended Through May 13
BROWN MEDICAL: Claro Group Approved as Ch.11 Trustee Fin'l Advisor
BROWN MEDICAL: Crown Files Suit to Determine Validity of Liens
BROWN MEDICAL: Sale of Arizona, Austin and Dallas Assets Closed
BROWN PUBLISHING: E.D.N.Y. Court Rules on KLG Gates Appeal

C.H.I. OVERHEAD: S&P Affirms 'B' CCR; Outlook Stable
CASA GRANDE HOSPITAL: Hires Brownstein Hyatt as Bankr. Counsel
CASA GRANDE HOSPITAL: Claims Bar Date Set for April 15
CASA GRANDE HOSPITAL: Files Schedules of Assets and Liabilities
CENGAGE LEARNING: Photographers Sue to Preserve Copyright Claims

CEREPLAST INC: Files Chapter 11 Bankruptcy Petition
CHEMTURA CORP: Notice Satisfies Constitutional Requirements
CHEMTURA CORP: Reports Financial Results for Fourth Quarter
CHINA NATURAL: Hires Ernst & Young China as Restructuring Advisor
CMS ENERGY: Fitch Raises LT IDR & Sr. Unsec. Debt Rating From BB+

CONSTAR INTERNATIONAL: Sells Maryland Property to Smucker for $3MM
CONSTAR INTERNATIONAL: U.K. Unit Commences Administration
COVANTA HOLDING: Fitch Expects to Withdraw Ratings on March 21
DETROIT, MI: Retirees, Banks Fight for Assets
DETROIT, MI: Bankruptcy Blueprint Due Out This Week

DETROIT, MI: Bankruptcy Judge to Hear Crucial Bond Dispute
DIAMONDBACK ENERGY: S&P Raises CCR to 'B' on Acreage Acquisition
DONALD VAN HOUTEN TOTTEN: Hawaii Judge Denies Chapter 7 Discharge
DOTS LLC: Has Court Authority to Conduct Feb. 26 Auction
DUNE ENERGY: Whitebox Advisors Holds 5.2% Equity Stake

DYNASIL CORP: Posts $1.4 Million Net Income in Dec. 31 Quarter
EDDIE BAUER: Activist Hedge Fund Criticizes Jos. A. Bank for Deal
EDISON MISSION: Settles with Noteholders, Amends Ch. 11 Plan
ELBIT IMAGING: Regains Compliance with NASDAQ Listing Rule
ELCOM HOTELS: One Bal Harbor Resort Implements Chapter 11 Plan

ELEPHANT TALK: Has Until April 30 to Regain NYSE Compliance
ELEPHANT TALK: Vanguard Stake at 1.03% as of Dec. 31
ENERGY FUTURE: Prepares for a Breakup, Lining up Loans
ENERGY FUTURE: Said to Meet DIP Loan Bankers
ENERGY FUTURE: Bankruptcy to Bring More Fees

ESTATE FINANCIAL: 9th Circ. Urged to Revive Bryan Cave Suits
EXIDE TECHNOLOGIES: Parties Oppose Panel's Bid to Hire Consultant
EXIDE TECHNOLOGIES: Probing for Damages From Lead Price-Fixing
EXPERT SOUTH TULSA: Kansas Judge Rules on LTF Lawsuit
EVENT RENTALS: Proposes to Pay Bonuses to Employees

EVENT RENTALS: Has Authority to Employ Kurtzman as Claims Agent
FILENE'S BASEMENT: DSW on Hook for Lease, Landlord Tells NY Court
FINJAN HOLDINGS: Appoints VP Legal Operations
FIRST INDUSTRIAL: S&P Raises Corp. Credit Rating to 'BB+'
FIRST MARINER: Bidding Approval Sought

FISHER ISLAND: Bankruptcy Judge Approves Plan
FREESEAS INC: Broadbill No Longer a Shareholder
GGW BRANDS: 'Girls Gone Wild' Being Sold for $1.83 Million
GREGORY CANYON: Consents to Chapter 11 Case
GULFCO HOLDING: PE Firm Balks at Probe Request in Chapter 11

HALLWOOD GROUP: Merger Consideration Hiked to $13.00 Per Share
HARRIS AGENCY: Nevada Court Rules on Archway Insurance Suit
HAWKER BEECHCRAFT: Whistleblowers Contest Discharge Of Claims
HDOS ENTERPRISES: Taps Friedman Law Group as Attorney
HDOS ENTERPRISES: Wants to Hire A&G as Real Estate Consultant

HORIZON LINES: Beach Point Holds 12.8% Equity Stake
HOUSTON REGIONAL: Astros Have Duties to Bankrupt Network
INDUSTRIAL SERVICES: Finalizes Credit Facility Amendment Terms
INFUSYSTEM HOLDINGS: Annual Meeting of Stockholders on May 8
INFUSYSTEM HOLDINGS: Austin Marxe Stake at 5.3% as of Dec. 31

INTEGRATED BIOPHARMA: Posts $397,000 Net Income in Dec. 31 Qtr.
INTERLEUKIN GENETICS: Extends Clematis Lease Until 2017
INVESTORS CAPITAL: Case Dismissal Hearing Continued to March 25
IRISH BANK: Urges Bankruptcy Approval of $5.8-Mil. Tampa Deal
J. CREW: Moody's Assigns B1 Rating on Proposed $1.57BB Term Loan

J. CREW: S&P Rates $1.6 Billion Term Loan 'B'
JACKSONVILLE BANCORP: Sandler O'Neill Holds 7.6% Equity Stake
JAMES RIVER: Mulls Possible Sale, Amends Credit Facility
JAMES RIVER: Silverback Asset Stake at 8.7% as of Dec. 31
KARYL PAXTON DESIGN: Sheriff Directed to Turn Over Seized Assets

KEMPER CORP: S&P Assigns 'BB' Rating to 40-Yr. Subordinated Debt
LANDAUER HEALTHCARE: Completes Sale, Changes Name to LMI Legacy
LEHMAN BROTHERS: Judge Peck to Join Morrison & Foerster
LIGHTSQUARED INC: Asks Court to Approve Outline of Latest Plan
LIGHTSQUARED INC: Seeks Court Approval to Obtain $1.65-Bil. Loan

LIGHTSQUARED INC: Expands Scope of Ernst & Young's Services
LIGHTSQUARED INC: Inks Agreement With AnyDATA to Settle Claim
LIGHTSQUARED INC: Disclosure Statement for $2.6B Plan Approved
LLS AMERICA: Recommendations on Suit v. Armstrong Adopted
LLS AMERICA: Recommendations on Suit v. Foerstner Adopted

LONG BEACH MEDICAL: Hospital Files for Bankruptcy
MCGRAW-HILL GLOBAL: Fitch Affirms 'B+' Issuer Default Rating
MED-DEPOT INC: Set to Emerge After Chapter 11 Plan Confirmed
MELANIE MILASINOVICH: Fannie Mae May Commence Eviction
MERCURY COS: Denver Court Requires Listing for Suits to Survive

MF GLOBAL: Lawsuits Against Corzine to Proceed
MF GLOBAL: Claims Over Collapse Trimmed in Class Action
MOBIVITY HOLDINGS: ACT Capital Held 9.9% Stake at Dec. 31
MONTREAL MAINE: Has Divergent Plans in U.S. and Canada
MONTREAL MAINE: Court Approves Paul Hasting as Panel's Counsel

MORNINGSTAR MARKETPLACE: Has Until March 5 to File Schedules
NATIONAL AIRLINES: Former CFO Loses 9th Cir. Appeal Against IRS
NAVISTAR INTERNATIONAL: To Close Alabama Engine Plant
NPS PHARMACEUTICALS: Vanguard Stake at 5.5% as of Dec. 31
ORCKIT COMMUNICATIONS: Noteholders OK Proposed Arrangement

OVERSEAS SHIPHOLDING: Notice Shortened
PILGRIM'S PRIDE: Profit Jumps on Lower Costs
PHH CORP: In Talks To Sell Fleet Management Business
PRICHARD, ALA: Files Chapter 9 Debt-Adjustment Plan
PLEXTRONICS INC: Sale to Solvay America Is Set for March 6

QUANTUM CORP: Vanguard Group Holds 5.3% Equity Stake
RAY K. SHAHANI: Court Narrows Suit v. Wells Fargo, BofA et al
RENT-A-CENTER INC: S&P Affirms 'BB' CCR & Revises Outlook to Neg.
RESIDENTIAL CAPITAL: Haffey's $10-Mil. in Claims Expunged
RESON LEE WOODS: 10th Cir. Takes Up "Family Farmers" Issue

REVSTONE INDUSTRIES: Reaches Deal Over $95M in PBGC Claims
RG STEEL: Court Issues Revised Order Approving APS Employment
RITE AID: Drug Channel Aligns Further on McKesson Deal, Fitch Says
SBARRO LLC: To Close 155 Restaurants in North America
SELECT TREE: Court Converts Case to Chapter 7

SEQUENOM INC: Sectoral Asset Mgt. Ceases to Own Shares
SOUND SHORE: Can Hire Garbarini as Medical Malpractice Counsel
SOUTH COAST: Bankrupt Oil Co. Wrongly Split Assets, 9th Circ. Told
SPIN HOLDCO: S&P Affirms 'B' Rating to $1.4BB 1st Lien Term Loan
ST. FRANCIS' HOSPITAL: Gets OK of Health Quest Deal Termination

ST. FRANCIS' HOSPITAL: Ombudsman Seeks Gibbons as Counsel
ST. JOSEPH HEALTH: Moody's Lowers Rating on $17.2MM Debt to Caa3
STACY'S INC: Wants Hearing on Cash Collateral Moved to March 12
TAYLOR BEAN: Unsecured Creditors Have First Payment
STELERA WIRELESS: Told to Produce Draft Plan by April

TOWN SPORTS: S&P Revises Outlook to Negative & Affirms 'B+' CCR
TRONOX INC: Wants Kerr-McGee to Pay $20.8 Billion in Damages
TUSCANY INTERNATIONAL: Taps Prime Clerk as Administrative Advisor
TUSCANY INTERNATIONAL: Hires Latham & Watkins as Co-Counsel
TUSCANY INTERNATIONAL: Taps McCarthy Tetrault as Canadian Counsel

TUSCANY INTERNATIONAL: Hires Young Conaway as Attorneys
UM FINANCIAL: Missing Financier Charged With $4.3MM Mortgage Fraud
USA COMMERCIAL: 9th Cir. Issues Ruling in Suit v. Deloitte
VERITEQ CORP: Louis Haller No Longer a Shareholder
VIJAY K. TANEJA: 4th Cir. Split on Avoidance Action Suit

WEIGHT WATCHERS: Moody's Lowers CFR to B1; Outlook Negative
WEIGHT WATCHERS: S&P Lowers CCR to 'B+', Placed on Watch Negative
WESTMORELAND COAL: Closes Offering of $425 Million Senior Notes
XTREME POWER: U.S. Trustee Appoints 3-Member Creditors Panel
XTREME POWER: Panel Retains Hohmann Taube as Bankr. Counsel

XTREME POWER: Inc Files Schedules of Assets and Liabilities
XTREME POWER: Grove Files Schedules of Assets and Liabilities
XTREME POWER: Systems Files Schedules of Assets and Liabilities
YRC WORLDWIDE: Deutsche Bank Stake at 5.2% as of Dec. 31
YSC INC: March 7 Hearing on Whidbey Bid to Foreclose on Ramada Inn

ZALE CORP: Golden Gate Capital Scores Again on Buyout
ZOGENIX INC: Federated Stake at 24.8% as of Dec. 31

* Out-Of-Court Municipal Restructuring Will Rise, Experts Say

* American Express Merchant Fee Accord Wins Court Approval
* Bill to Force Refunds of Overpaid Foreclosure Costs in Colorado
* Fed Approves Tough U.S. and Foreign Bank Liquidity Rule
* Fifth Third Bank Mistakenly Reports Customers as "Bankrupt"
* JPMorgan's $13 Billion Accord Seen Needing Court Review

* Hope for NYC Hospitals Rises With $8-Bil. Medicaid Waiver Deal
* Panel Seeks Greater Disclosures on Pension Health
* Senate Votes to Restore Military Pensions
* CFTC Is Set to Ease Rules on Trading Swaps Overseas
* Ex-BofA Executive Pleads Guilty in Muni Bond Rigging Case

* Fla. Supreme Court Untangles Self-Insured Retentions
* Massachusetts Attorney General Seeks Ban on Liens by Casinos
* Hungry for Cash, Casual Dining Cos. May Flock to Ch. 11
* Regulator Halts Ocwen-Wells Fargo Mortgage-Servicing Deal

* Large Companies With Insolvent Balance Sheets


                             *********


21ST CENTURY FINANCIAL: 8th Circ. Won't Revive US Adversary Suit
----------------------------------------------------------------
Law360 reported that an Eighth Circuit panel upheld a Nebraska
bankruptcy court's dismissal of an adversary suit brought by a
former financial adviser convicted of securities fraud that
disputed a $6.8 million restitution order, saying bankruptcy court
is the wrong forum to challenge his criminal conviction.

According to the report, the U.S. Bankruptcy Appellate Panel for
the Eighth Circuit said the suit brought by former 21st Century
Financial Group Inc. owner Bryan Behrens was properly tossed.

The case is Bryan Behrens v. USA, Case No. 13-6052 (8th Cir.).


ADVANZEON SOLUTIONS: Lloyd Miller Stake at 7.6% as of Dec. 31
-------------------------------------------------------------
Lloyd I. Miller, III, disclosed in an amended Schedule 13G filed
with the U.S. Securities and Exchange Commission that as of
Dec. 31, 2013, he beneficially owned 5,184,190 shares of common
stock of Advanzeon Solutions, Inc., representing 7.6 percent of
the shares outstanding.  Mr. Miller previously reported beneficial
ownership of 5,723,100 common shares as of Dec. 31, 2012.  A copy
of the regulatory filing is available for free at:

                        http://is.gd/FDE5RU

                     About Advanzeon Solutions

Tampa, Fla.-based Comprehensive Care Corporation, (n/k/a Advanzeon
Solutions) provides managed care services in the behavioral
health, substance abuse, and psychotropic pharmacy management
fields.

Mayer Hoffman McCann P.C., in Clearwater, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has not generated sufficient cash flows from operations to fund
its working capital requirements.  This raises substantial doubt
about the Company's ability to continue as a going concern.

Comprehensive Care incurred a net loss attributable to common
stockholders of $6.99 million for the year ended Dec. 31, 2012, as
compared with a net loss attributable to common stockholders of
$14.08 million for the year ended Dec. 31, 2011.

As of June 30, 2013, Comprehensive Care had $3.07 million in total
assets, $28.30 million in total liabilities and a $25.23 million
stockholders' deficiency.


AFA INVESTMENT: Court Okays Protocol for Settling Avoidance Claims
------------------------------------------------------------------
The U.S, Bankruptcy Court for the District of Delaware has
authorized AFA Investment Inc., et al., to settle classes of
preference claim controversies pursuant to Fed.R.Bankr.P. Rule
9019(b).  The Court said the Debtors, through their avoidance
counsel, may settle avoidance actions without further notice or
Court approval.

The Avoidance Action Counsel has identified roughly 300 potential
avoidance claims.  Because of the number of defendants and the
need to promptly and efficiently resolve the adversary
proceedings, the Debtors sought blanket authority to settle
adversary proceedings seeking the recovery of preferences within
the settlement ranges and guidelines.

A copy of the guidelines is available for free at:

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

Pursuant to the Court's order approving a Revised Global
Settlement filed July 2, 2013, Scott J. Leonhardt. Esq., at the
The Rosner Law Group LLC; Joseph L. Steinfeld, Jr., Esq., and
Edward E. Neiger, Esq., were appointed as avoidance action counsel
charged with bringing certain actions arising under Chapter 5 of
the Bankruptcy Code on behalf of the Debtors.

The Debtors, through their Avoidance Action Counsel, may
prosecute, collect and settle avoidance actions relating to the
bankruptcy of AFA Investment Inc., et al.  Pursuant to the Order,
the Avoidance Action Committee was put in place to manage the
prosecution of avoidance actions and has reviewed and approved the
motion.

The Debtors anticipate that the net benefit to the Debtors'
estates will be maximized by compromising certain claims rather
than incurring the expense and uncertainty of litigation.  The
Debtors said possible considerations for compromise include but
are not limited to:

   A. Errors and omissions in the Debtors' books and records;

   B. New value as made applicable pursuant to Section 547(c)(4)
      of the Bankruptcy Code documented by defendants;

   C. Ordinary course of business defense as made applicable
      pursuant to Section 547(c)(2);

   D. Risk of not prevailing in litigation;

   E. Cost of litigating claims to judgment; and

   F. The desirability of concluding contested matters by
      compromise and settlement.

                         About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
AFA had seven facilities capable of producing 800 million pound of
ground beef annually.  Revenue in 2011 was $958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Laura Davis Jones,
Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias
S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B.
Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta,
Georgia, represent the Debtors.  FTI Consulting Inc. serves as the
Debtors' financial advisors and Imperial Capital LLC serves as
marketing consultants.  Kurtzman Carson Consultants LLC serves as
noticing and claims agent.

As of Feb. 29, 2012, the Debtors' books and records on a
consolidated basis, reflected approximately $219 million in assets
and $197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Debtors' cases.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon
LLP serves as co-counsel.  The Committee also obtained approval to
retain J.H. Cohn LLP as its financial advisor.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July 2012.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


AGFEED INDUSTRIES: Files Amended Schedules of Assets & Liabilities
------------------------------------------------------------------
AgFeed USA LLC filed with the U.S. Bankruptcy Court for the
District of Delaware amended schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   N/A
  B. Personal Property               N/A
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority                        $5,239,756
     Claims                                           UNKNOWN
                                 -----------      -----------
        TOTAL                             $0       $5,239,756
                                                 PLUS UNKNOWN

                       About AgFeed Industries

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

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

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

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

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


AGFEED INDUSTRIES: Court Extends Removal Period to April 10
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period within which AgFeed Industries, Inc., may remove
actions that were pending in various state and federal courts by
90 days, through and including April 10, 2014, with respect to the
actions on Jan. 10, 2014.

As reported in the Troubled Company Reporter on Feb. 11, 2014,
AgFeed said that since the petition date, the debtors have focused
primarily on (i) conducting the AgFeed USA Sale, and the AgFeed
Industries Sale in an effort to maximize the value of the Debtor's
estates for the benefit of their stakeholders, (ii) winding down
the Debtor's business operations, and (iii) working with the
Committees in formulating and filing the plan and Disclosure
Statement.

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

                    About AgFeed Industries

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

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

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

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

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


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

As reported in the Troubled Company Reporter on Feb. 11, 2014,
the Debtors engaged Plante & Moran to render tax compliance
services to the Debtors for the fiscal year ending Dec. 31, 2013
(the "Supplemental Tax Services").  The Supplemental Tax Services
include the preparation of:

   -- U.S. Corporate Income Tax Return;

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

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

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

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

   -- Oklahoma Annual Business Activity Tax Return; and

   -- Tennessee Franchise/Excise Tax Return.

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

Plante & Moran will be paid at these hourly rates:

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

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

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

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

Plante & Moran can be reached at:

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

                       About AgFeed Industries

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

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

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

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

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


AMERICAN APPAREL: Taps Skadden for Restructuring Advice
-------------------------------------------------------
Emily Glazer, writing for The Wall Street Journal, reported that
retailer and clothing manufacturer American Apparel Inc. tapped
restructuring advisers as it battles weakening sales and a hefty
debt load, people familiar with the matter said.

According to the report, Los Angeles-based American Apparel, known
for casual clothing in a spectrum of colors, recently enlisted
lawyers at Skadden, Arps, Slate, Meagher & Flom LLP to work on
restructuring options, though it is unclear exactly what the
strategy will be, these people said. Skadden also has served as
the company's outside corporate counsel.

Some of the company's bondholders are starting to organize and are
reaching out to restructuring advisers, these people said, the
report related.

The company, which has roughly $240 million in debt, has struggled
over the years, the report related.  In recent quarters it has
come close to breaching loan covenants, debt terms designed to
protect its lenders, some of these people said. The company in
late January said it refinanced the majority of its debt.

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $332.93 million in total
assets, $389.12 million in total liabilities and a $56.19 million
total stockholders' deficit.

                           *     *     *

The Troubled Company Reporter, on Nov. 21, 2013, reported that
American Apparel Inc. had its corporate family rating cut one
level to Caa2 by Moody's Investors Service. The clothing
retailer's probability of default was also lowered one level and
the outlook is negative.


API TECHNOLOGIES: Incurs $7.2 Million Net Loss in Fiscal 2013
-------------------------------------------------------------
API Technologies Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$7.22 million on $244.30 million of net revenue for the year ended
Nov. 30, 2013, as compared with a net loss of $148.70 million on
$242.38 million of net revenue for the year ended Nov. 30, 2012.

As of Nov. 30, 2013, the Company had $304.57 million in total
assets, $147.14 million in total liabilities, $26.32 million in
redeemable preferred stock, and $131.10 million in shareholders'
equity.

At Nov. 30, 2013, the Company held cash and cash equivalents of
approximately $6.4 million compared to $20.5 million at Nov. 30,
2012.

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

                        http://is.gd/2RaYyT

                       About API Technologies

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at www.apitech.com.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies Corp., including its
Caa1 Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
Corp. completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies Corp. to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


ARCHETYPE INC: Converting After Sale to Founder Carlino
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Archetype, Inc., now known as AI Liquidation Co.,
scheduled a Feb. 28 hearing to dismiss or convert the Chapter 11
case to liquidation under Chapter 7.

According to the report, the company was sold to founder Cristina
Carlino in exchange for $7.33 million in secured notes. She also
provided $1.25 million in financing for the Chapter 11 effort,
which began Nov. 1.

The sale didn't throw off enough cash to complete even a
liquidating Chapter 11 plan, although expenses of the Chapter 11
case are being paid, according to a court filing, the report
related.  A trustee in Chapter 7 will have $25,000 to wind up the
case.

The company said in court filings that it generated no income and
couldn't get more capital, the report added.

                       About Archetype Inc.

Archetype Inc., now known as AI Liquidation Co., the creator of a
Web site that delivers personalized content to users derived from
their individual "personas" based on Carl Jung's philosophy of
archetypes, sought bankruptcy protection (Bankr. D. Del. Case No.
13-bk-12874) on Nov. 1, 2013, after a fundraising effort failed.

The New York-based company estimated debt of as much as $50
million and assets of as much as $10 million.

Archetype was forced to enter bankruptcy after a liquidity crisis
left it unable to and pay debt and fund operations.

Archetype, which was listed as one of Time Inc.'s 10 New York
startups to watch in 2013, attempted to generate $20 million
through an equity offering earlier this year.

Cristina Carlino, the founder of Philosophy Inc., the maker of the
eponymous cosmetic products line, owns most of Archetype's equity
and debt.  Carlino is also the company's executive chairman.

The Debtor is represented by Robert W. Mallard, Esq., at Dorsey &
Whitney (Delaware) LLP, in Wilmington, Delaware.


ASPIRE PUBLIC: Fitch Affirms 'BB' Rating on $93.3MM Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on $93.3 million
California Statewide Communities Development Authority school
facility revenue bonds, series 2010, issued on behalf of Aspire
Public Schools (the bonds).
The Rating Outlook is Stable.

SECURITY

The bonds are secured by rental payments made by Aspire Public
Schools (Aspire) equal to debt service on the bonds from gross
revenues of the 10 schools which received bond proceeds (the bond
schools); a debt service reserve fund; deeds of trust on five of
the 10 financed facilities; and partial credit enhancement through
a $17 million letter of credit (LOC). The rating does not
incorporate the partial credit enhancement from the LOC.

KEY RATING DRIVERS

STRONG OPERATIONAL/FINANCIAL MANAGEMENT: Fitch views Aspire's
operational and financial management practices as strong. Academic
performance for most of the bond schools is at or above state
expectations, and in fiscal 2013 each school generated a modest
operating surplus on a full accrual basis.

LIMITED OPERATING HISTORY: Four of the 10 bond schools have been
in operation less than five years, and one has not gone through
its first charter renewal process. Under Fitch's charter school
rating criteria, this precludes those schools from being included
in debt service coverage calculations.

FINANCIAL METRICS REMAIN SPECULATIVE: Despite effective leadership
and policies, balance sheet metrics for the 10 bond schools and
the consolidated Aspire organization remain very limited.
Transaction maximum annual debt service coverage (TMADS), as
adjusted per Fitch's criteria, was positive.

RATING SENSITIVITIES

WEAK BALANCE SHEET AND LIMITED DIVERSITY: Weak balance sheet
strength for the bond schools - which largely comes from
consolidated Aspire operations, could create rating pressures.
There is some philanthropic support which adds revenue diversity,
although this is mostly at the consolidated Aspire level.

OPERATING PERFORMANCE: Weakened TMADS coverage from the bond
schools due to enrollment declines or state per pupil funding
reductions could create rating pressures.

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

CREDIT PROFILE

Aspire is a non-profit public-benefit corporation that operates 37
charter schools, mainly in California. Of these, the 10 bond
schools serve a mix of K-12 grades, and are located in various
California communities. Series 2010 bond proceeds were used to
finance or refinance charter school facilities. Gross revenues of
10 of those schools, all in California, support debt service on
the series 2010 educational school facility revenue bonds.

In response to a 2012 decision by the Alameda County Superior
Court regarding its statewide benefit charters, Aspire obtained
local school district charters for the six schools formerly
authorized as state-wide benefit charters. Those local charters
are in place as of the 2013/2014 academic year. Fitch considers
the prior litigation risk resolved.

POSITIVE ENROLLMENT AND DEMAND TRENDS

As of fall 2013, Aspire enrolled approximately 4,073 students at
the 10 bond schools, an annual increase of about 2%. As in the
past several years, this pace exceeds Aspire's base-case forecast
for the bond schools. Demand for an Aspire education remains
robust, as evidenced by waitlists at the bond schools exceeding
3,300 in fall 2013 (fiscal 2014).

Positive academic results also drive student demand. In academic
year 2012/2013, four schools failed to meet the state API growth
target (Aspire Golden State, Aspire Langston Hughes, Aspire
Twilight Secondary and Aspire Pacific Prep Academy), and were
below the state-wide average. The other six bond schools reported
API results well in excess of the state average and the state
proficiency target. As a whole, Aspire's California schools' API
average was well above state targets and averages. Fitch is not
concerned about the mixed academic performance at this time, as
the various charter authorizers reported satisfactory management
focus on achievement as well as incremental progress. Aspire
allocates additional resources to schools with lower API scores.

IMPROVING FINANCIAL PERFORMANCE

State funding, tied primarily to enrollment, remains the bond
schools' primary revenue stream. For fiscal 2013, Fitch calculated
a positive 9.2% operating margin for the bond schools based on
unaudited consolidated financials provided by Aspire. This
compares to 3.6% in fiscal 2012. Management attributes the
stronger operating performance to increased state per-pupil
funding, conservative budgeting, and stable to growing enrollment.

Under Fitch's charter school criteria, Fitch adjusts the debt
service coverage calculation to exclude any charter school that
has an operating history of less than five years. Such schools are
deemed speculative grade under this criteria. Four of the 10 bond
schools (Aspire Alexander Twilight Prep, Aspire Alexander Twilight
Secondary, Aspire Pacific, and Aspire Titan) currently meet that
definition. When related net revenues from these four schools are
excluded from Fitch's assessment of TMADS coverage for the bond
schools, adjusted fiscal 2013 coverage was still 1.6x (it was 1.8x
with all 10 bond schools).

HIGH DEBT BURDEN

On a consolidated basis, TMADS burden remains high. In fiscal
2013, TMADS of $6.6 million was 16.9% of bond school revenues,
which is a speculative-grade attribute based on Fitch's rating
criteria. The series 2010 bonds are the only outstanding debt for
the bond schools, and Aspire management reports no plans for
additional debt related to those schools.

SLIM BALANCE SHEET

Aspire's balance sheet cushion (defined as available funds [AF],
or unrestricted cash and investments) at the end of fiscal 2013,
on both a bond school and Aspire consolidated basis, remains very
light. There was essentially no AF recorded at the charter school
level, and $19.7 million at the Aspire consolidated level. Fitch
adjusted consolidated cash and investments for restricted funds,
with a resulting available funds amount of $8.9 million (up from
an adjusted $3.2 million in 2012). For consolidated Aspire,
adjusted available funds remain at extremely modest levels of 7.7%
of expenses and 5.7% of debt (including the series 2010 bonds).

Proposition 30 revenues led to per-pupil funding improvement in
fiscal 2013. While this supported stronger TMADs coverage levels,
Fitch expects increases in reserves to be relatively modest.
Liquidity risk remains a credit concern, as is the case for nearly
all Fitch-rated charter schools.

STANDARD CHARTER SCHOOL RISK FACTORS

Effective for the 2013/2014 academic year, the bond schools now
operate under charters with five different local school district
authorizers. Fitch communicated with all five authorizers, who
reported that the bond schools and Aspire were cooperative in
their oversight process and in compliance with charter
requirements. These authorizers reported no outstanding issues
threatening the charters at this time.


AT HOME CORP: Google AdSense Targeted in Patent Suit
----------------------------------------------------
Law360 reported that the trustee for now-defunct At Home Corp.
launched a patent infringement suit against Google Inc., claiming
the search giant is infringing on two of its patents covering
information storage and delivery through Google's third-party
advertising program.

According to the report, the suit is asserting infringement of
U.S. Patent No. 6,014,698, entitled "System Using First Banner
Request that can not be Blocked from Reaching a Server for
Accurately Counting Displays of Banners on Network Terminals," and
No. 6,286,045.

The case is Williamson v. Google Inc., Case No. 1:14-cv-00177
(D.Del.).

Headquartered in Redwood City, California, At Home Corporation,
dba Excite@Home, provided broadband access services.  Excite@Home
had interests in one joint venture outside of North America
delivering high-speed Internet services and three joint ventures
outside of North America operating localized versions of the
Excite portal.

The Company and its debtor-affiliates filed for chapter 11
protection (Bankr. N.D. Calif. Case Nos. 01-32495 through 01-
32525) on Sept. 28, 2001.  The Court confirmed the Debtors' Joint
Plan of Liquidation dated as of May 1, 2002, on Aug. 15, 2002.
The Plan took effect on Sept. 30, 2002.  The trusteeship was
created in 2002.


ATHLACTION HOLDINGS: S&P Assigns 'B' CCR & Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to San Diego-based Athlaction Holdings
LLC.  The outlook is negative.

S&P also assigned its 'B+' issue-level rating to the company's
$342.5 million first-lien term loan maturing 2020 and $45 million
revolving credit facility maturing 2018.  The '2' recovery rating
indicates S&P's expectations for substantial (70%-90%) recovery in
the event of payment default.  S&P also assigned its 'CCC+' issue-
level rating to the $192.5 million second-lien term loan maturing
2021.  The '6' recovery rating indicates S&P's expectations for
negligible (0%-10%) recovery in the event of payment default.

"The ratings on Athlaction Holdings reflect the company's 'weak'
business risk profile (as defined by our criteria), incorporating
the company's narrow product focus and fragmented market, partly
favorably offset by high customer retention rates, and a 'highly
leveraged' financial risk profile," said Standard & Poor's credit
analyst Martha Toll-Reed.

The outlook is negative, reflecting currently weak profitability
and high leverage.

Sustained revenue growth, realization of substantial cost
reductions, and adjusted leverage of about 8x in fiscal 2014 could
lead us to revise the outlook to stable.

Persistently high costs, lack of revenue growth, or material
deterioration in customer retention rates, leading to sustained
leverage over 10x, could lead to a downgrade.


ATLANTIC COAST: Basswood Capital Reports 8.8% Equity Stake
----------------------------------------------------------
Basswood Capital Management, L.L.C., and its affiliates disclosed
in a Schedule 13G filed with the U.s. Securities and Exchange
Commission that as of Dec. 31, 2013, they beneficially owned
1,376,129 shares of common stock of Atlantic Coast Financial
Corporation representing 8.87 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                         http://is.gd/13yiaO

                        About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

The Company incurred a net loss of $11.40 million in 2013, a net
loss of $6.66 million in 2012 and a net loss of $10.28 million in
2011.  The Company's balance sheet at Dec. 31, 2013, showed
$733.63 million in total assets, $668.10 million in total
liabilities and $65.52 million in total stockholders' equity.

McGladrey LLP, in Jacksonville, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


ATLANTIC COAST: Basswood Stake at 8.8% as of Dec. 31
----------------------------------------------------
Basswood Capital Management, L.L.C., and its affiliates disclosed
in a Schedule 13G filed with the U.s. Securities and Exchange
Commission that as of Dec. 31, 2013, they beneficially owned
1,376,129 shares of common stock of Atlantic Coast Financial
Corporation representing 8.87 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                         http://is.gd/13yiaO

                        About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

The Company incurred a net loss of $11.40 million in 2013, a net
loss of $6.66 million in 2012 and a net loss of $10.28 million in
2011.  The Company's balance sheet at Dec. 31, 2013, showed
$733.63 million in total assets, $668.10 million in total
liabilities and $65.52 million in total stockholders' equity.

McGladrey LLP, in Jacksonville, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


ATLANTIC INC: Blows Interest Payment, Lands Financing
-----------------------------------------------------
Jamie Mason, writing for The Deal, reported that Atlantic Ltd.,
the parent of Australian mining company Midwest Vanadium Pty Ltd.,
has received A$32.6 million (US$29.46 million) in new funding
after failing to make an interest payment on its $335 million in
senior secured notes.

According to the report, Perth, Australia-based Atlantic, which
produces ferrovanadium, an alloy that is used to strengthen steel,
announced on Feb. 19 that its largest shareholder, Droxford
International Ltd., had provided it with A$32.6 million in senior
secured debt.

Terms of the new financing weren't disclosed, but the lender will
provide Atlantic with some A$3.6 million immediately, the report
related.

Just one day earlier, Atlantic announced that it didn't make the
$19 million interest payment due on Feb. 15 on its 11.5% senior
secured notes that mature on Feb. 15, 2018, the report further
related.  The company has a 30-day grace period to make up the
missed payment.

Meanwhile, Atlantic's noteholders have hired Houlihan Lokey Inc.
to advise them on a restructuring of the company's debt, sources
said, the report added.


B-SQUARED INC: Court Rules on Summary Judgment Bid
--------------------------------------------------
Bankruptcy Judge Geraldine Mund granted, in part, and denied, in
part, B-Squared Inc.'s motion for summary judgment in the lawsuit,
B-Squared Inc. Plaintiff(s), v. Great American Assurance Company,
Gevork Tashchyan, Aida Tashchyan, Andranik Tashchyan,
Defendant(s), Adv. Proc. No 1:09-ap-01192-GM (Bankr. C.D. Cal.).
BSI asserts a right to recover insurance policy proceeds as part
of the two separate loans it arranged in 2002, each for $765,000,
to Gevork Tashchyan, Aida Tashchyan and Andranik Tashchyan for the
construction of two single family homes at 322 and 326 Bell Canyon
Blvd.  A copy of the Court's Feb. 19 Memorandum of Opinion is
available at http://is.gd/HqtZMKfrom Leagle.com.

B-Squared Inc., dba All California Funding and ACF Reconveyance,
based in Sherman Oaks, California, filed for Chapter 11 bankruptcy
(Bankr. C.D. Cal. Case No. 09-12590) on March 10, 2009.

B-Squared was a licensed mortgage broker and its business
primarily consisted of arranging and administering mortgage loans
funded by individual investors.  Upon arranging a loan, BSI would
enter into a Loan Servicing Agreement with the lender(s), pursuant
to which BSI would administer the loans on behalf of these lenders
in exchange for various fees.

Judge Geraldine Mund oversees the case.  Simon Aron, Esq., at
Wolf, Rifkin, Shapiro & Schulman LLP -- saron@wrslawyers.com --
serves as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in both assets and debts.  A
full-text copy of the Debtor's petition, including a list of its
largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-12590.pdf

The petition was signed by William Schumer, president and CEO of
the Company.


BANKUNITED FINANCIAL: Tax Sharing Deals Not Yet High Court-Ready
----------------------------------------------------------------
Law360 reported that the U.S. Supreme Court will likely reject
BankUnited Financial Corp.'s recent bid for certiorari review of
the interpretation of its tax sharing agreement, but tax experts
expect a future high court decision on the issue because of the
billions of dollars potentially at stake and the strong
possibility of a circuit split.

According to Law360, the Eleventh Circuit muddied the waters of
bank tax refunds in August when it ordered BankUnited to forward
refunds from a consolidated tax return to the Federal Deposit
Insurance Corp.  BankUnited claims the Eleventh Circuit created an
illegal $500 million tax controversy when it ordered the company
to forward refunds from a consolidated tax return to the Federal
Deposit Insurance Corp. as receiver for distribution to its
subsidiaries.

BankUnited is hoping the high court will review the August
decision by the Eleventh Circuit, which reversed a Florida
bankruptcy court's decision to allow BankUnited to keep the
refunds as assets for its bankruptcy estate.

                     About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors that include W.L. Ross & Co.,
Blackstone Group, Carlyle and Centerbridge.  The new owners
installed Mr. Kanas as CEO and he sought to revamp BankUnited as a
commercial lender in south Florida.

BankUnited Financial and its affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22,
2009.  Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts
& Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

The banking unit had assets of $12.8 billion and deposits of $8.6
billion as of May 2, 2009.  The holding company, in its bankruptcy
petition, disclosed $37,729,520 in assets against $559,740,185 in
debts.  Aside from those assets, BankUnited said a "valuable"
asset is its $3.6 billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.

The Fourth Amended Joint Plan of Liquidation proposed by the
Official Committee of Unsecured Creditors of BankUnited Financial
became effective on March 9, 2012.


BERNARD L. MADOFF: Defendants Ask to Consolidate on Common Issues
-----------------------------------------------------------------
Law360 reported that a New York bankruptcy judge heard bids to
consolidate arguments and briefing from defendants the Bernard L.
Madoff Investment Securities LLC liquidating trustee has accused
of improperly receiving funds through Madoff's Ponzi scheme, but
appeared reluctant to grant the request.

According to the report, though trustee Irving Picard has targeted
thousands of beneficiaries of the scheme in individual avoidance
actions, U.S. Bankruptcy Judge Stuart M. Bernstein discussed at a
court hearing the consolidation of the briefing for so many cases.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BERNARD L. MADOFF: "Corporate Psychopath" Defense Challenged
------------------------------------------------------------
Erik Larson, writing for Bloomberg News, reported that a former
Bernard Madoff executive on trial for aiding his $17 billion Ponzi
scheme should be barred from calling a witness on "corporate
psychopaths" to claim he was relentlessly manipulated, prosecutors
said.

According to the report, Paul Babiak, described by a defense
lawyer as "one of the world's leading experts on corporate
psychopaths," shouldn't be allowed to testify for Daniel
Bonventre, the ex-operations chief of Madoff's broker-dealer unit,
because he's never met Madoff or diagnosed him, Assistant U.S.
Attorney Matthew Schwartz said in a filing in Manhattan federal
court.

Babiak, an author and licensed psychologist, can't "reliably
diagnose Mr. Madoff as a psychopath and testify about his skills
in manipulating those around him on the basis of news reports and
YouTube videos," Schwartz wrote, the report cited.

The trial of Bonventre and four of his former colleagues is the
first stemming from the swindle, which collapsed after Madoff's
arrest in December 2008, the report related.  Madoff, 75, is
serving a 150-year sentence in a federal prison in North Carolina
after pleading guilty in 2009 to the unprecedented fraud.

Prosecutors began presenting testimony by industry experts,
Madoff's accomplices and his former clerical staff in October, the
report said.

The case is U.S. v. O'Hara, 10-cr-00228, U.S. District Court,
Southern District of New York (Manhattan).

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BIOLIFE SOLUTIONS: Incurs $1.1 Million Net Loss in 2013
-------------------------------------------------------
BioLife Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.08 million on $8.94 million of total revenue for
teh year ended Dec. 31, 2013, as compared with a net loss of $1.65
million on $5.66 million of total revenue during the prior year.

As of Dec. 31, 2013, the Company had $3.35 million in total
assets, $16.62 million in total liabilities and a $13.27 million
total shareholders' deficit.

At Dec. 31, 2013, the Company had cash and cash equivalents of
$156,273 compared to cash and cash equivalents of $196,478 at
Dec. 31, 2012.

Mike Rice, BioLife's president & CEO, commented on the Company's
performance by stating, "2013 was another strong year for BioLife.
Our team delivered on every meaningful metric including
shareholder value, revenue growth, reducing operating losses and
increased product adoption in the high growth regenerative
medicine market.  We also filed an application to uplist to the
NASDAQ Capital Market."

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

                        http://is.gd/whWyRS

                      Note Conversion Agreements

As previously disclosed, on Dec. 16, 2013, BioLife Solutions
entered into note conversion agreements with each of Thomas
Girschweiler and Walter Villiger.

Mr. Girschweiler is a director of the Company and holds
approximately 20 percent of the Company's issued and outstanding
common stock as of Feb. 12, 2014.  Mr. Villiger holds
approximately 27 percent of the Company's issued and outstanding
common stock as of Feb. 12, 2014.

On Feb. 11, 2014, Mr. Girschweiler transferred to Taurus4757 GmbH
(an entity wholly-owned by Mr. Girschweiler) and Mr. Villiger
transferred to WAVI Holding AG (an entity wholly-owned by Mr.
Villiger), pursuant to an assignment and amendment agreement
between the Company and each respective Investor and transferee,
all of their rights and obligations under the Investor's
respective Note, the Facility Agreement and respective Note
Conversion Agreement.  The Investors have advised the Company that
the transfers were effected for tax structuring purposes.  The
Amendments did not change the Investors' beneficial ownership of
the Notes and the other Note Documents, nor did they affect the
terms of conversion set forth in the Note Conversion Agreements.

On Jan. 11, 2008, the Company issued to each of the Investors a
promissory note in the original principal amount of $2,500,000,
which was subsequently amended Oct. 20, 2008, Dec. 16, 2009,
Nov. 16, 2010, Aug. 10, 2011, and May 30, 2012, in connection with
that certain Secured Multi-Draw Term Loan Facility Agreement dated
as of Jan. 11, 2008, by and among the Company and the Investors,
which was subsequently amended.  As of Feb. 12, 2014, the
aggregate outstanding principal balance on the Notes was
approximately $10,600,000.  The Notes are due and payable,
together with accrued interest, on the earlier of (i) Jan. 11,
2016, or (ii) an Event of Default.

Pursuant to the Note Conversion Agreements, the conversion of the
Notes will be effected on substantially similar terms and in
connection with the Company's next offer and sale of its equity
for cash.  The entire outstanding indebtedness of the Notes,
including all accrued and unpaid interest through the date of
conversion, will convert into substantially identical securities
of the Company issued in the Qualified Financing, at a conversion
price equal to the per security offering price in the Qualified
Financing in consideration for the cancellation by the Investors
of the entire principal amount of indebtedness and accrued
interest thereon, and the release of all related security
interests.

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.


BIOMODA INC: Going Private With $750,000 Under Chapter 11 Plan
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Biomoda Inc., the developer of a non-invasive method
to detect lung cancer, landed a $750,000 equity investment to fund
a Chapter 11 plan.

According to the report, the U.S. Bankruptcy Court in Albuquerque,
New Mexico, approved disclosure materials on Feb. 10 and scheduled
a March 6 confirmation hearing for approval the plan.

Secured lenders owed $1.5 million will receive some of the new
stock in exchange for their claims, the report said.  Unsecured
creditors are to get 10 percent of their $1.9 million in claims in
cash.  Twenty percent of the new stock is carved out for an
employee incentive program.

When the plan goes into effect, Biomoda will become a private
company, the Bloomberg report added.

Biomoda Inc., the developer of a non-invasive method to detect
lung cancer, filed a petition for Chapter 11 reorganization
(Bankr. D. N.M. Case No. 13-bk-13768) on Nov. 20, 2013, in its
hometown of Albuquerque, New Mexico.  Biomoda's product, called
CyPath, is still in the testing stage and the company has yet to
generate income.

The petition listed assets of $653,000 and debt totaling $3.3
million, including a $1.5 million secured claim with liens on the
assets and patents.  Biomoda has an agreement for the lenders to
assume ownership in exchange for debt.


BIONOL CLEARFIELD: TD, WestLB Dodge Oppenheimer's Credit Deal Suit
------------------------------------------------------------------
Law360 reported that TD Bank NA and German bank WestLB AG escaped
OppenheimerFunds Inc.'s suit claiming it stands to lose $65
million after the banks altered a credit agreement related to an
investment in a failed ethanol plant, with a New York judge ruling
the investment manager lacked standing.

According to the report, at issue is an agreement in which
OppenheimerFunds stipulated it would purchase $65 million worth of
bonds issued by Bionol Clearfield LLC, an ethanol plant that was
being built in Clearfield, Pa.

Bionol Clearfield filed for Chapter 7 liquidation (Bankr. D. Del.
Case No. 11-12301) in July 2011.  The Company estimated assets
between $50 million and $100 million and liabilities between
$100 million and $500 million.  The Company owned a plant that
produces bio-based chemicals and fuels from renewable feedstock.


BLITZ USA: Deadline to Remove Pending Actions Extended to July 25
-----------------------------------------------------------------
At the behest of Blitz U.S.A. Inc., the U.S. Bankruptcy Court
extended the Debtors' time to file notices of removal of civil
actions to which the Debtors are or may become parties through and
including July 25, 2014.

The extension is without prejudice to the Debtor's rights to file
one or more motions seeking a further extension of their time to
file notices of removal.

                        About Blitz U.S.A.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans. The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011. The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  Young
Conaway Stargatt & Taylor LLP represents Debtors LAM 2011
Holdings, LLC and Blitz Holdings, Inc.  The Debtors tapped Zolfo
Cooper, LLC, as restructuring advisor; and Kurtzman Carson
Consultants LLC serves as notice and claims agent.
SSG Capital Advisors LLC serves as investment banker.  Elliott
Greenleaf is Delaware's special litigation and conflicts counsel.

Lowenstein Sandler PC from Roseland, New Jersey, as well as Womble
Carlyle Sandridge & Rice, LLP, of Wilmington, Delaware, represent
the Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma. Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps. Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.

Blitz announced in June 2012 it would abandon its efforts to
reorganize and instead to shut down operations by the end of July.
In September that year, the Troubled Company Reporter, citing
Sheila Stogsdill at Tulsa World, reported that the Bankruptcy
Court approved a $9.5 million offer from Toronto, Canada-based
Scepter Corporation to purchase Blitz USA, according to Philip
Monckton, Scepter's vice president of sales and marketing. Scepter
bought land, equipment and other assets. Scepter supplies about
20% of the USA market with gas cans. The report said the sale was
to become final on Sept. 28, 2012.

The Bankruptcy Court on Jan. 30, 2014, entered Findings of Fact,
Conclusions of Law and Order Confirming Debtors' and Official
Committee of Unsecured Creditors' First Amended Joint Plan of
Liquidation.  The Plan contemplates the separate substantive
consolidation of the USA Debtors and the BAH Debtors.  The USA
Debtors are comprised of: (1) Blitz Acquisition, LLC; (2) Blitz
U.S.A., Inc.; (3) MiamiOK, LLC (f/k/a F3 Brands, LLC); and (4)
Blitz RE Holdings, LLC.  The BAH Debtors are comprised of: (1)
Blitz Acquisition Holdings, Inc.; and (2) LAM 2011 Holdings, LLC.

The Plan establishes two trusts pursuant to section 105 of the
Bankruptcy Code: (i) a Blitz Personal Injury Trust that is
responsible for administration and payment of Blitz Personal
Injury Trust Claims; and (ii) a Blitz Liquidating Trust for the
benefit of Administrative Claims and General Unsecured Claims of
the USA Debtors.

As for the BAH Debtors, the Plan contemplates the appointment of
the BAH Plan Administrator who will have the responsibility of
liquidating all assets of the BAH Debtors and making distributions
to holders of Allowed Claims against the BAH Debtors (other than
the holders of Blitz Personal Injury Trust Claims).

The Blitz Personal Injury Trust will be funded with roughly $162
million in funds contributed by Wal-Mart and the Participating
Insurers, along with certain assigned insurance policies.
Specifically, Wal-Mart will contribute roughly $23.8 million (plus
waiving its rights to payment under the Participating Insurer
Policies and Assigned Blitz Insurance Policies) and the
Participating Insurers will contribute roughly $137.5 million.

The Blitz Liquidating Trust will liquidate and make distributions
for administrative claims and general unsecured claims.  The
Liquidating Trust is funded through (i) payment of $6.25 million
by the BAH Released Parties, and (ii) Wal-Mart's release of
account payables in the amount of $1.54 million that are secured
by Wal-Mart's right of setoff.

The Plan further provides for the contribution of the Assigned
Insurance Policies to the Blitz Liquidating Trust as a source of
recovery for Pre-2007 Blitz Personal Injury Claims.


BON-TON STORES: J. Berylson Held 4.6% Equity Stake at Dec . 31
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Berylson Master Fund, LP, Berylson Capital
Partners, LLC, and James Berylson disclosed that as of Dec. 31,
2013, they beneficially owned 805,577 common shares of The Bon-Ton
Stores, Inc., representing 4.6 percent of the shares outstanding.
The reporting persons previously disclosed beneficial ownership of
933,163 shares as of Sept. 6, 2013.   A copy of the regulatory
filing is available for free at http://is.gd/jKDHiv

                        About Bon-Ton Stores

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

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

                           *     *     *

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

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

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


BROOKSTONE CO: Grace Period on Missed Payments Was Feb. 15
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Brookstone Co., a 265-store specialty retailer,
missed an interest payment that was due Jan. 15 on $125.6 million
in 13 percent second-lien notes.  The grace period expired on
Feb. 15.

Brookstone was acquired in 2005 by a Singapore-led group including
Osim International Ltd. and state-owned Temasek Holdings Pte, the
report said.


BROWN MEDICAL: Lease Decision Period Extended Through May 13
------------------------------------------------------------
Elizabeth M. Guffy, the chapter 11 trustee of Brown Medical
Center, Inc., sought and obtained an extension of the time period
to assume or reject unexpired nonresidential real property leases
to the earlier of (i) May 13, 2014; or (ii) the date of the entry
of an order confirming a plan in these cases.

The Chapter 11 Trustee said sufficient cause exists for the
requested extension because she is moving in an "expeditious
fashion" toward confirming a plan of liquidation.  With respect to
the remaining real property leases, the Trustee said she is either
paying post-petition rent or in the process of negotiating an
agreed lease rejection.  The Trustee expects to reject all
unnecessary real property leases prior to the end of the 120-day
period or shortly thereafter.  The Trustee believes no party will
be prejudiced by the requested extension.

Counsel to Elizabeth M. Guffy can be reached at:

         Joshua W. Wolfshohl, Esq.
         Aaron J. Power, Esq.
         PORTER HEDGES LLP
         1000 Main Street, 36th Floor
         Houston, TX 77002
         Tel: (713) 226-6000
         Fax: (713) 228-1331

                       About Brown Medical

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

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

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

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


BROWN MEDICAL: Claro Group Approved as Ch.11 Trustee Fin'l Advisor
------------------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Elizabeth M. Guffy, the Chapter 11
trustee of Brown Medical Center, Inc., to employ The Claro Group,
LLC, as financial advisor and consultant to the Trustee.

As reported in the Troubled Company Reporter on Nov. 22, 2013, the
Trustee requires Claro Group to:

   (a) analyze the cash position and cash needs of the Debtor and
       all related entities and businesses;

   (b) analyze claims against assets held by the Debtor and all
       related entities and businesses;

   (c) provide technical and analytical support with regard to the
       abandonment, return or liquidation of the Debtor's assets;

   (d) provide technical and analytical support in connection with
       the reconciliation and collection of pre and post petition
       Accounts Receivable;

   (e) provide technical and analytical support in connection with
       the preparation or amendment of the Debtor's Schedules and
       Statement of Financial Affairs and for any related entities
       or businesses, if necessary;

   (f) prepare operating reports and financial statements;

   (g) provide forensic accounting and litigation support services
       to the Trustee and, if requested, the Trustee's counsel;

   (h) provide forensic data preservation and data analytics;

   (i) provide a cash management system to control cash deposits;

   (j) provide assistance to the Trustee and counsel in reviewing
       and evaluating the collectability of medical insurance and
       Medicare and Medicaid accounts receivable;

   (k) provide advice, assistance and analytical support for the
       Trustee's process for the sale of the assets of the estate,
       including, but not limited to, the clinics, labs, surgical
       centers, equipment, real property, furniture and fixtures,
       contracts and licenses;

   (l) analyze employee payroll information; and

   (m) provide such other services as may be required by the
       Trustee.

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

Douglas J. Brickley, managing director of Claro 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.

Claro Group can be reached at:

       Douglas J. Brickley
       THE CLARO GROUP, LLC
       1221 McKinney Street, Ste 2850
       Houston, TX 77010
       Tel: (713) 454-7741
       E-mail: dbrickley@theclarogroup.com

                       About Brown Medical

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

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

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

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


BROWN MEDICAL: Crown Files Suit to Determine Validity of Liens
--------------------------------------------------------------
Crown Financial Funding, LP, has filed with the U.S. Bankruptcy
Court for the Southern District of Texas an adversary proceeding
to determine the validity, amount and priority of liens and to
request for declaratory judgment against Elizabeth Guffy, the
Chapter 11 trustee for Brown Medical Center, Inc., et al., and
Northstar Acquisitions, LLC.

In the complaint filed Jan. 24, Crown argues it holds a valid and
perfected lien against the assets of the Debtors, which lien
attaches to the proceeds from any sale of assets secured by
Crown's lien including, but not limited to the future sale of any
equipment of BMC located at 3726 Dacoma Houston, Texas, which lien
fully secures the principal amount of BMC's indebtedness to Crown,
interest thereon and reasonable attorneys' fees.

Crown requested that the Court issue an order that any San Antonio
Equipment alleged to be owned by Northstar Acquisitions, LLC, is
not owned by Northstar and is subject to Crown's claim.

                       About Brown Medical

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

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

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

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


BROWN MEDICAL: Sale of Arizona, Austin and Dallas Assets Closed
---------------------------------------------------------------
Elizabeth Guffy, the Chapter 11 trustee for Brown Medical Center,
Inc., et al., filed papers with the Bankruptcy Court to disclose
that the sale of:

     -- the Debtor's equipment located at its Scottsdale, Arizona
        surgical center to Northstar Acquisitions closed Dec. 23,
        2013;

     -- all of the equipment owned by the Debtor located at the
        Debtor's surgical center located at Austin Texas, and any
        rights the Debtor has in licenses related to the operation
        of the Austin Surgical Center closed on Dec. 20, 2013; and

     -- the Debtor's interest in a real property lease and owned
        and lead equipment located in Bedford, Texas, closed on
        Dec. 31, 2013.

                      Sale of Arizona Assets

On Dec. 18, 2013, the Bankruptcy Court authorized the Chapter 11
trustee to sell the Arizona Assets.  The trustee said it has made
all cure, buy out and other payments required by the sale orders.

Northstar and Central Palm Beach Physicians & Urgent Care, Inc.,
participated in the auction.

Northstar's final bid was in the amount of $460,000.  Central
Palm's final bid was in the amount of $455,000.  The Chapter 11
trustee considered both bids well as the fact that, if not
selected as the highest and best offer, Northstar would be
entitled to a break-up fee of up to $12,500.  The trustee
concluded that Northstar's bid of $460,000 is the highest and best
bid and that Central Palm's bid of $455,000 is the back-up bid.

The Chapter 11 trustee also informed the Court that secured
parties' interests are being adequately protected because their
liens, claims, interests, and encumbrances will attach to the sale
proceeds.

The Chapter 11 Trustee said that at closing she will pay OneSource
Financial Corporation the amount of $7,500 to purchase all
equipment currently leased under the Master Lease Agreement, ML-
0701, dated June 15, 2007, as modified.  The assets purchased from
OneSource Financial will be part of the Arizona Assets sold to the
purchaser pursuant to the order and the asset purchase agreement.
Once OneSource Financial receives $7,500 at closing, it will have
no further claims against the Debtor's estate.

                       Sale of Austin Assets

On Dec. 18, 2013, the Court entered authorized the Chapter 11
trustee to sell the Austin Assets to Crown Financial, L.L.C.  The
trustee has made all cure, buy out and other payments required by
the sale orders.

As consideration for the Austin Assets, Crown Financial will (i)
assume any and all obligations of the Debtor to First National
Bank of Eagle Lake and take the Austin Assets subject to any
related liens; (ii) make payment to Farnam Street Financial, Inc.;
(iii) assume any and all obligations of the Debtor concerning the
Austin Surgical Center location' and (iv) pay $50,000 to the
estate.

Crown will pay $43,992 to purchase all equipment located at the
Austin Surgical Center and leased by the Debtor from Farnam Street
Financial Inc.  The Farnam Austin Equipment will be part of the
Austin assets sold to Crown.

The assets will remain subject to any and all rights held by
secured creditors, lessors and governmental entities, including
existing liens, claims and encumbrances filed of record with the
Texas Secretary of State.

Eastbourne MoPac LLC, the landlord of the Debtor's former location
in Austin, Texas, objected to the Austin sale, saying it must be
made clear that the Chapter 11 trustee has no leasehold rights
that can be purchased by Renova Hand Centers, LLC, the stalking
horse bidder with respect to the Debtor's former location in
Austin pursuant to a letter of intent dated Nov. 21, 2013, or any
other party.  Eastbourne said the only property the Chapter 11
trustee has a right to sell with respect to the premises is the
furniture, fixture and equipment.  Pursuant to a stipulation
between Eastbourne and the Chapter 11 trustee on Nov. 18, 2013,
lease was terminated prior to the petition date.

                       Sale of Dallas Assets

On Dec. 18, 2013, the Court approved the sale of Dallas Assets to
Elite Ambulatory Surgery Centers, LLC, for $1,550,000.  The
trustee has made all cure, buy out and other payments required by
the sale orders.

The Claro Group, LLC, as financial advisor and consultant marketed
the asset.

On Dec. 12, 2013, the Chapter 11 trustee conducted an auction
before the Court for the Debtor's interests in a real property
lease and owned and leased equipment located in Bedford, Texas.
Northstar Acquisitions, LLC, Central Palm Beach Physicians &
Urgent Care, Inc., and Elite participated in the auction.

Elite's final bid was in the amount of $1,550,000.  Northstar's
final bid was in the amount of $1,525,000.  The trustee considered
both bids as well as the fact that if not selected as the highest
and best offer, Northstar would be entitled to a break-up fee of
up to $12,500.  The trustee concluded that Elite's bid of
$1,550,000 is the highest and best bid and that Northstar's bid of
$1,525,000 is the back-up bid.

At closing, the Chapter 11 trustee will pay Farnam Street
Financial, Inc., the amount of $14,561 to purchase from Farnam all
equipment located at 1605 Airport Freeway, Bedford, Texas and
leased under that certain Lease Agreement, BR052410-0001, dated
May 28, 2010, as modified.  The Farnam Equipment will be part of
the Dallas Assets sold to the purchaser pursuant to the order and
the asset purchase agreement.

SS Realty, LLC, as successor by assignment to 1605 Airport
Freeway, LLC, landlord of the real property located at 1605
Airport Freeway, in Bedford, filed a limited objection to the
Chapter 11 trustee's expedited motion to approve the sale.  SS
Realty argued that the asset purchase agreement provides that the
Dallas Lease will be assigned from BMC to Elite.  However, the APA
specifically excludes liability or obligation to SS Realty to cure
any and all defaults under the Dallas Lease that are required to
be cured under the Bankruptcy Code.  It said the cure amount for
the Dallas Lease is $322,011

Surgeo's Management, now known as Brown Medical Center., Inc.,
entered into a real restate lease agreement with SS Realty
regarding the real property located at 1605 Airport Freeway.

                       About Brown Medical

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

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

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

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


BROWN PUBLISHING: E.D.N.Y. Court Rules on KLG Gates Appeal
----------------------------------------------------------
KLG Gates LLP took an appeal from the orders of the United States
Bankruptcy Court, Eastern District of New York (Eisenberg, J.),
entered on April 29, 2013 and July 8, 2013, that disqualified KLG
as counsel to (1) the Brown Publishing Company and Brown Media
Holdings Company; and (2) the Brown Publishing Company Liquidating
Trust; and that ordered KLG to disgorge $100,000 of previously
approved and paid fees.  The Bankruptcy Court disqualified KLG
based on its conclusions that (1) an implied pre-petition
attorney-client relationship existed between KLG and certain of
the Debtors' managers and (2) KLG's 2010 Statement pursuant to
Federal Rule of Bankruptcy Procedure failed to adequately inform
the Court of its relationship with those managers, certain
creditors of the Debtors, and other parties in interest.

In a Feb. 18, 2014 Memorandum of Decision and Order available at
http://is.gd/ZzojLkfrom Leagle.com, District Judge Arthur D.
Spatt held that the appeal is granted, in part, and denied, in
part.

"[T]he Court finds that Brown's delay in bringing the
Disqualification Motion constituted a waiver of his right to
contest the alleged conflict of interest between KLG and the Brown
Insiders.  The Court further finds that the Bankruptcy Court (1)
properly found that KLG failed to provide sufficient detail in its
Rule 2014 Statement with respect to Fox's prior relationships with
PNC and Wilmington and (2) improperly considered Fox's prior
relationships with Levy and Carlson," Judge Spatt said.

"At this juncture of the litigation, the Court declines to uphold
the disqualification of KLG in the first instance on the basis of
its failure to sufficiently disclose Fox's prior relationships
with PNC and Wilmington. . . .

"On remand, the Bankruptcy Court should consider in the first
instance whether disqualification remains appropriate on the basis
of KLG's failure to disclose Fox's relationship with PNC and
Wilmington.

"[I]t is hereby ORDERED, that Brown's appeal is granted in part,
denied in part, and remanded to the Bankruptcy Court for further
findings consistent with this Order, namely whether
disqualification remains appropriate on the basis of KLG's failure
to disclose Fox's relationship with PNC and Wilmington. The Clerk
of the Court is directed to close this case."

The appellate case is, KLG GATES LLP, Appellant, v. ROY E. BROWN,
Appellee, No. 13-cv-4972 (ADS) (E.D.N.Y.).

Anthony C. Acampora, Esq., at Silverman, Acampora LLP, in Jericho,
NY, represents the Appellant.

Daniel L. Abrams, Esq., at the Law Office of Daniel L. Abrams,
PLLC, in New York, NY, represents the Appellee.

                      About Brown Publishing

The Brown Publishing Company, Brown Media Holdings Company and
their subsidiaries filed for Chapter 11 bankruptcy (Bankr.
E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1,
2010.  BPC estimated $10 million to $50 million in assets and
debts in its Chapter 11 petition.  Edward M. Fox, Esq., and Eric
T. Moser, Esq., at K&L Gates LLP, served as counsel for the
Debtors.

BPC is a privately held community news and information
corporation, organized under the laws of the State of Ohio that,
prior to the sale of its assets, had been one of the largest
newspaper publishers in Ohio, and also operated publications in
Illinois, South Carolina, Texas and Utah.

Roy E. Brown, former CEO, shareholder, and director of each of the
debtors, and other insiders of the Debtors formed Brown Media
Corporation to acquire the assets and serve as stalking horse
bidder.  BMC offered a stalking horse bid of $15.3 million cash
plus additional consideration.  The auction commenced July 19,
2010 and lasted into the early morning hours of July 20.  With the
exception of certain assets of the Debtors located in Van Wert,
Ada and Putnam, Ohio that were sold to Delphos Herald, Inc., BMC
was the successful bidder with respect to substantially all of the
Debtors's remaining assets after making the highest and best offer
for $22.4 million cash plus additional consideration.  PNC Bank,
N.A., a secured creditor of the Debtors, was the next successful
bidder after BMC.

BMC, however, lost financing and failed to close on the sale.  The
insiders had obtained a commitment from Guggenheim Corporate
Funding, LLC and/or one of its affiliates for financing.

Subsequently, the Court approved the asset purchase agreements for
the sale of the Debtors' assets to PNC's assignee, Ohio Community
Media LLC, and to ISIS Ventures Partners LLC pursuant to orders
dated Sept. 3, 2010.  ISIS formed Dan's Papers Holdings LLC to
purchase the assets of one of the Debtors, Dan's Papers, for
$1,750,000.  PNC agreed to pay $21,750,000 for substantially all
of the Debtors remaining assets.  The total purchase price
tendered for the Debtors' assets, including cash and debt
forgiveness, was about $27.09 million.

On June 16, 2011, the Court entered an order confirming the
Debtors' chapter 11 plan which provided that any remaining assets
of the Debtors' bankruptcy estate that were not sold pursuant to
the Auction Sale, including all claims and causes of action, would
vest in a trust.


C.H.I. OVERHEAD: S&P Affirms 'B' CCR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on C.H.I. Overhead Doors Inc.  The outlook
is stable.

At the same time, S&P affirmed its 'B' issue-level rating on
C.H.I.'s senior secured first-lien credit facilities.  S&P's
recovery rating on the senior secured first-lien credit facilities
remains '4', indicating its expectation for average (30% to 50%)
recovery under our default scenario.

"The stable rating outlook reflects our expectation that C.H.I.'s
2014 operating results will modestly improve from 2013 given
gradual increases in repair and remodeling spending.  As a result,
we expect C.H.I. to continue to generate positive free cash flow,
with leverage of about 5x-5.5x by the end of 2014, a level we
consider in line with the current rating," said Standard & Poor's
credit analyst Tobias Crabtree.

S&P's operating assumptions include modest sales growth and stable
EBITDA margins.  The outlook also incorporates S&P's view that the
company's liquidity, primarily from FFO and availability on its
revolving credit facility, will remain adequate and that its
covenant cushion will be at least 20% over the next 12 to 18
months.

S&P might downgrade the company if weaker-than-expected operating
performance resulted in reduced free cash flow generation, minimal
debt repayment, and covenant cushion falling below 10%.  EBITDA
would have to decline more than 15% from our forecast, which would
likely result in leverage of about 6x.

At this time, an upgrade seems less likely given the influence of
the company's financial sponsor owner on financial policy.  S&P
anticipates that forecast surplus cash balances would likely be
paid out as dividends rather than for permanent debt repayment.


CASA GRANDE HOSPITAL: Hires Brownstein Hyatt as Bankr. Counsel
--------------------------------------------------------------
Regional Care Services Corp. et al ask the U.S. Bankruptcy Court
for permission to employ Brownstein Hyatt Farber Schreck LLP as
counsel.

Michael J. Pankow attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm, will among other things, provide these services:

a. assist in the production of the Debtors' schedules and
   statement of financial affairs and other pleadings necessary to
   file its Chapter 11 case;

b. assist in the preparation of motions and documents related to
   the sale of assets under Sec. 363 of the Bankruptcy Code, if
   necessary; and

c. assist in the preparation of the Debtors' plan of
   reorganization and disclosure statement.

The firm's rates are:

Professional                Rates
------------                -----
Michael J. Pankow          $575.00
Joshua M. Hantman          $380.00
Michael W. King            $515.00
Darryl T. Landahl          $515.00
Michael T. Chatwin         $365.00
Kinny Bagga                $260.00

The firm can be reached at:

         Michael J. Pankow, Esq.
         Joshua M. Hantman, Esq.
         BROWNSTEIN HYATT FARBER SCHRECK, LLP
         410 Seventeenth Street, Suite 2200
         Denver, CO 80202-4432
         Tel: (303) 223-1100
         Fax: (303) 223-1111
         E-mail: mpankow@bhfs.com
                 jhantman@bhfs.com

            About Casa Grande Community Hospital

Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 14-01383) in
Tucson, Arizona, on Feb. 4, 2014.

The Debtors, one of the largest employers in Pinal County, operate
an award winning, full service non-profit community hospital
serving more than 65,000 patients each year from the largely rural
communities of Casa Grande, Sacaton, Eloy, Florence and
surrounding communities.

CGRMC is a 177-licensed bed, general acute care hospital located
in Casa Grande, Arizona.  RCSC is the sole member and sponsor of
CGRMC, RCPG and CGRRC.

As of the Petition Date, CGRRC's management consists of Rona
Curphy as President, Cherie McGlynn as Chairman, David Fitzgibbons
as Vice Chairman, and John Robert McEvoy as Secretary/Treasurer.

Michael McGrath, Esq., and Kasey C. Nye, Esq., at Mesch, Clark &
Rothschild, P.C., in Tucson, Arizona; and Michael J. Pankow, Esq.,
and Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck,
LLP, in Denver, Colorado, serve as counsel to the Debtor.

Casa Grande Hospital estimated $50 million to $100 million in
assets and liabilities.


CASA GRANDE HOSPITAL: Claims Bar Date Set for April 15
------------------------------------------------------
Creditors of Regional Care Services Corp. et al. must file their
proofs of claim not later than April 15, 2014.

Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 14-01383) in
Tucson, Arizona, on Feb. 4, 2014.

The Debtors, one of the largest employers in Pinal County, operate
an award winning, full service non-profit community hospital
serving more than 65,000 patients each year from the largely rural
communities of Casa Grande, Sacaton, Eloy, Florence and
surrounding communities.

CGRMC is a 177-licensed bed, general acute care hospital located
in Casa Grande, Arizona.  RCSC is the sole member and sponsor of
CGRMC, RCPG and CGRRC.

As of the Petition Date, CGRRC's management consists of Rona
Curphy as President, Cherie McGlynn as Chairman, David Fitzgibbons
as Vice Chairman, and John Robert McEvoy as Secretary/Treasurer.

Michael McGrath, Esq., and Kasey C. Nye, Esq., at Mesch, Clark &
Rothschild, P.C., in Tucson, Arizona; and Michael J. Pankow, Esq.,
and Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck,
LLP, in Denver, Colorado, serve as counsel to the Debtor.

Casa Grande Hospital estimated $50 million to $100 million in
assets and liabilities.


CASA GRANDE HOSPITAL: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Regional Care Services Corp. at al filed with the Bankruptcy Court
for the District of Arizona its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $480,981
  B. Personal Property          Undetermined
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $699,611
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $318,925
                                 -----------      -----------
        TOTAL                     $480,981 +       $1,018,536
                                Undetermined

Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 14-01383) in
Tucson, Arizona, on Feb. 4, 2014.

The Debtors, one of the largest employers in Pinal County, operate
an award winning, full service non-profit community hospital
serving more than 65,000 patients each year from the largely rural
communities of Casa Grande, Sacaton, Eloy, Florence and
surrounding communities.

CGRMC is a 177-licensed bed, general acute care hospital located
in Casa Grande, Arizona.  RCSC is the sole member and sponsor of
CGRMC, RCPG and CGRRC.

As of the Petition Date, CGRRC's management consists of Rona
Curphy as President, Cherie McGlynn as Chairman, David Fitzgibbons
as Vice Chairman, and John Robert McEvoy as Secretary/Treasurer.

Michael McGrath, Esq., and Kasey C. Nye, Esq., at Mesch, Clark &
Rothschild, P.C., in Tucson, Arizona; and Michael J. Pankow, Esq.,
and Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck,
LLP, in Denver, Colorado, serve as counsel to the Debtor.

Casa Grande Hospital estimated $50 million to $100 million in
assets and liabilities.


CENGAGE LEARNING: Photographers Sue to Preserve Copyright Claims
----------------------------------------------------------------
A group of professional photographers filed an adversary complaint
against Cengage Learning, Inc., and its debtor affiliates to
object to the discharge of their potential copyright infringement
claims and to seek a declaration that their potential copyright
infringement claims are exempt from discharge in the bankruptcy
proceeding.

According to the Plaintiffs' counsel, Danial A. Nelson, Esq. --
dnelson@nelsonmcculloch.com -- at Nelson & McCulloch LLP, in New
York, the Plaintiffs are the owners of copyrights to hundreds of
photographs that were licensed to Cengage both directly and, much
more often, indirectly.  In obtaining the photographs for uses in
their publication, Cengage represented to the Plaintiffs or their
agents that it would not make any subsequent uses of the
Plaintiffs' photographs without obtaining prior permission and
paying agreed-upon license fees.  Mr. Nelson says Cengage violated
the terms of its licences to use the photos and also re-used the
photos in different books and subsequent editions of books without
authorization.

Cengage's answer to the complaint is due March 17.  A Pre-Trial
Conference is set for April 3, at 11:00 AM.

The Plaintiffs -- Brandon Cole, David Young-Wolff, Laura Dwight,
Mark Gibson, Michael Grecco, The Estate of Michael Newman, Greg
Probst, Louis Psihoyos, Carl Schneider, Ellen Senisi, William
Warren, and Norbert Wu -- are also represented by Kevin P.
McCulloch, Esq. -- kmcculloch@nelsonmcculloch.com -- at Nelson &
McCulloch LLP, in New York.

The adversary case is BRANDON COLE; DAVID YOUNG-WOLFF; LAURA
DWIGHT; MARK GIBSON; MICHAEL GRECCO; THE ESTATE OF MICHAEL NEWMAN;
GREG PROBST; LOUIS PSIHOYOS; CARL SCHNEIDER; ELLEN SENISI; WILLIAM
WARREN; and NORBERT WU, Plaintiffs, v. CENGAGE LEARNING, INC.,
CENGAGE LEARNING ACQUISITIONS, INC., CENGAGE LEARNING HOLDINGS II,
L.P., and CENGAGE LEARNING HOLDCO, INC., Defendants, Adv. Proc.
No. 14-01020 (In re Cengage Learning, Inc., et al., Case No. 13-
44105)(Bankr. E.D.N.Y.).

                       About Cengage Learning

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

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

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

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

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

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

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

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

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

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

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

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

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


CEREPLAST INC: Files Chapter 11 Bankruptcy Petition
---------------------------------------------------
Cereplast, Inc., filed a voluntary petition in the United States
Bankruptcy Court for the Southern District Of Indiana seeking
relief under Chapter 11 of Title 11 of the United States Code.

The Debtor intends to continue to operate its businesses as
"debtor-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and orders of the Bankruptcy Court.

In connection with the Chapter 11 case, the Debtor intends to file
a motion seeking Bankruptcy Court approval of debtor-in-possession
financing.

Cereplast, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Ind. Case No. 14-90200) on Feb. 10, 2014.  Frederic Scheer
signed the petition as chief executive officer.  The Debtor
estimated assets and debts of at least $10 million.  Tamara Marie
Leetham, Esq., at Austin Legal Group, serves as the Debtor's
counsel.  The Hon. Basil H. Lorch III oversees the case.

El Segundo, Calif.-based Cereplast, Inc., 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% of the petroleum-based content of traditional
plastics with materials from renewable resources.


CHEMTURA CORP: Notice Satisfies Constitutional Requirements
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that notice published in a newspaper was sufficient to
notify potential creditors they might have claims, according to an
opinion on Feb. 10 by U.S. District Judge Jesse M. Furman in New
York.

According to the report, the appeal involved Chemtura Corp., a
specialty chemical maker that emerged from bankruptcy
reorganization in November 2010. Afterward, nine individuals sued
Chemtura, claiming they contracted lung disease from exposure to a
chemical while working in a company plant in New Jersey.

The bankruptcy judge barred the claims on the authority of the
Chapter 11 plan, the report related.  Judge Furman upheld the
ruling.

The workers contended their claims weren't barred because they
didn't receive constitutionally adequate notice since their
illnesses didn't arise until after bankruptcy was completed, he
report further related.

Judge Furman pointed out that Chemtura published notice in a local
newspaper near the plant, saying that employees might have claims
for exposure to chemicals, the report said.

The case is Gabauer v. Chemtura Corp. (In re Chemtura Corp.), 13-
cv-02023, U.S. District Court, Southern District of New York
(Manhattan).

                      About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 (Bankr. S.D.N.Y. Case No.
09-11233) on March 18, 2009.  The Debtors disclosed total assets
of $3.06 billion and total debts of $1.02 billion as of the
Chapter 11 filing.

M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
served as bankruptcy counsel for the Debtors.  Wolfblock LLP was
the Debtors' special counsel.  The Debtors' auditors and
accountant were KPMG LLP; their investment bankers are Lazard
Freres & Co.; their strategic communications advisors were Joele
Frank, Wilkinson Brimmer Katcher; their business advisors were
Alvarez & Marsal LLC and Ray Dombrowski served as their chief
restructuring officer; and their claims and noticing agent was
Kurtzman Carson Consultants LLC.

The Official Committee of Equity Security Holders tapped
Jay Goffman, Esq., and David Turetsky, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in New York, as counsel.  the Official
Committee of Unsecured Creditors retained Daniel H. Golden, Esq.,
Philip C. Dublin, Esq., and Meredith A. Lahaie, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, as counsel.

Chemtura completed its financial restructuring and emerged from
protection under Chapter 11 in November 2010.  In connection with
the emergence, reorganized Chemtura is now listed on the New York
Stock Exchange under the ticker "CHMT".


CHEMTURA CORP: Reports Financial Results for Fourth Quarter
-----------------------------------------------------------
Chemtura Corporation on Feb. 24 reported financial results for the
fourth quarter ended December 31, 2013.  The Company also filed
with the Securities and Exchange Commission its Annual Report on
Form 10-K for the year ended December 31, 2013.  For the fourth
quarter of 2013, Chemtura reported net sales of $544 million and
net earnings from continuing operations attributable to Chemtura
on a GAAP basis of $13 million, or $0.13 per diluted share.
Net earnings from continuing operations attributable to Chemtura
on a managed basis were $16 million, or $0.16 per diluted share.

                           CEO Remarks

"We were encouraged to complete what has been a challenging year
with a fourth quarter performance that exceeded our performance in
the fourth quarter of 2012," commented Craig A. Rogerson,
Chairman, President and CEO of Chemtura.  "Were it not for the $5
million of expenses incurred in the quarter related to our
exploration of a sale of Chemtura AgroSolutions, we would have
delivered $70 million of Adjusted EBITDA, 11% higher than the $63
million we delivered in the fourth quarter of 2012.  Further, we
completed the second major divestiture of the year, closing the
sale of our Consumer Products business on December 31, 2013."

"The year-on-year improvement was again led by Chemtura
AgroSolutions, delivering an $8 million or 57% increase in
Adjusted EBITDA -- even better than I had anticipated," continued
Mr. Rogerson.  "Industrial Performance Products delivered $5
million or 18% year-over-year improvement in Adjusted EBITDA.
After the changes in demand and price mainly around insulation
foam applications during 2013, the fourth quarter challenge for
Industrial Engineered Products was to show sequential improvement
over the third quarter of 2013.  The segment delivered $31 million
of Adjusted EBITDA in the fourth quarter of 2013 compared to $11
million in the third quarter of 2013, but still short of the $40
million in the fourth quarter of 2012.  As anticipated, the
biggest component of the improvement was the actions taken in the
third quarter to reduce manufacturing costs.  We have actions in
place to drive revenue, price and cost improvements in 2014 but
the segment still is exposed to several challenging application
markets.  Excluding the Chemtura AgroSolutions transaction
expenses in the fourth quarter of 2013, Corporate on an EBITDA
basis was $3 million lower than last year, reflecting the benefit
of our stranded cost eliminations."

"In 2013, we made significant progress in shaping our portfolio
and giving visibility to the strategic direction of our remaining
businesses," commented Mr. Rogerson.  "We successfully completed
the divestitures of our Antioxidant and Consumer Products
businesses. We have repaid debt to maintain our stated leverage
goals and started the process of returning a significant portion
of proceeds from our divestitures to our shareholders through
stock repurchases.  Our Chemtura AgroSolutions segment built on
the improvements made in 2012, launching 110 new products and
registrations in 2013, increasing revenues by 10% and Adjusted
EBITDA by 28%.  In 2013, Industrial Performance Products increased
revenues by 10% and Adjusted EBITDA by 9%, having absorbed the
impact of the start-up of its new plants in The Netherlands and
China.  Industrial Engineered Products took a step back due to
difficult market conditions, but have actions in place to recover
and grow."

                             Outlook

"As described at our Investor Day in December, for 2014 we target
revenue growth in the order of 8-10% and growth in consolidated
Adjusted EBITDA in the range of 20-30% as compared to 2013,"
continued Mr. Rogerson.  "This requires that we deliver year-over-
year improvement in most quarters in 2014 (excluding project
expenses incurred in the process to explore the sale of Chemtura
AgroSolutions), but the first quarter will be our greatest
challenge.  Our Industrial Engineered Products segment delivered
$31 million of Adjusted EBITDA in the first quarter of 2013 which
is the same as they earned in the fourth quarter of 2013.
However, they have headwinds from the timing of production and
related manufacturing variances.  Our other segments should
deliver improvement to offset some but not all of this impact, so
it looks like the first quarter will be our weakest quarter of the
year."

"We anticipate being able to report to you on the outcome of our
exploration of the sale of Chemtura AgroSolutions at some point in
the first half of 2014," concluded Mr. Rogerson.  "Our process is
proceeding as planned.  We will report to investors as soon as it
reaches a conclusion."

A copy of Chemtura's earnings release for the fourth quarter and
year ended December 31, 2013 is available for free at:

          http://is.gd/fI2qle

                       About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 (Bankr. S.D.N.Y. Case No.
09-11233) on March 18, 2009.  The Debtors disclosed total assets
of $3.06 billion and total debts of $1.02 billion as of the
Chapter 11 filing.

M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
served as bankruptcy counsel for the Debtors.  Wolfblock LLP was
the Debtors' special counsel.  The Debtors' auditors and
accountant were KPMG LLP; their investment bankers are Lazard
Freres & Co.; their strategic communications advisors were Joele
Frank, Wilkinson Brimmer Katcher; their business advisors were
Alvarez & Marsal LLC and Ray Dombrowski served as their chief
restructuring officer; and their claims and noticing agent was
Kurtzman Carson Consultants LLC.

The Official Committee of Equity Security Holders tapped
Jay Goffman, Esq., and David Turetsky, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in New York, as counsel.  the Official
Committee of Unsecured Creditors retained Daniel H. Golden, Esq.,
Philip C. Dublin, Esq., and Meredith A. Lahaie, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, as counsel.

Chemtura completed its financial restructuring and emerged from
protection under Chapter 11 in November 2010.  In connection with
the emergence, reorganized Chemtura is now listed on the New York
Stock Exchange under the ticker "CHMT".


CHINA NATURAL: Hires Ernst & Young China as Restructuring Advisor
-----------------------------------------------------------------
China Natural Gas, Inc. asks for permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Ernst & Young (China) Advisory Limited ("EY China") as
restructuring advisor, nunc pro tunc to Jan. 17, 2014.

EY China will generally provide assistance to the Debtor with
respect to the proposed sale or other disposition of the Debtor's
business and supporting negotiations among the Debtor, its
advisors, and its creditors with respect to identifying and
entering into transactions with potential new investors.
Specifically, EY China will provide, without limitation, these
services:

   (a) assist in the coordination and management of a proposed
       sale of the Debtor's business in the People's Republic of
       China from commencement through to completion;

   (b) assist in the preparation of marketing materials in
       relation to such proposed sale;

   (c) provide indicative pricing analyses, as required, for the
       purposes of the proposed sale and negotiations;

   (d) coach and prepare the Debtor for presentations to
       potential new investors;

   (e) act as a sounding board throughout the course of the
       sale process in order to ensure smooth completion of the
       sale;

   (f) review and comment on the Debtor's business, operations
       and financial records and projections;

   (g) assist in the determination of a range of estimated
       values for the Debtor's business;

   (h) set up a data room consisting of documentation necessary
       for interested parties to evaluate the proposed sale and
       liaising with interested parties as the primary contact
       for due diligence inquiries;

   (i) liaise with interested parties regarding visits to the
       Debtor's facility and organizing and arranging such site
       visits with the Debtor's management and employees;

   (j) participate in regular status updates with the Debtor and
       Petitioners and involving Petitioners in the sale process
       as reasonably requested by Petitioners;

   (k) identify, advice regarding, interact with, and coordinate
       meetings with potential new investors; and

   (l) manage the negotiation process and assist the Debtor to
       attempt to secure the best possible terms for the proposed
       sale.

EY China will seek from the Debtor a success fee to be calculated
as 0.75% of the total cash actually received by the Debtor from
any new investors in a sale of the Debtor's business in the
People's Republic of China pursuant to a definitive agreement
procured by or facilitated by EY China.

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

Upon execution of the Engagement Letter, the Debtor will remit a
retainer to EY China in the amount of $50,000.

Andrew Koo, partner of EY China, 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.

EY China can be reached at:

       Andrew Koo
       ERNST & YOUNG (CHINA) ADVISORY LIMITED
       50/F, Shanghai World Financial Center
       100 Century Avenue, Pudong New Area
       Shanghai, China 200120
       Tel: +86 (212) 228-2964
       Tel: +852 6118 4302

                         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.


CMS ENERGY: Fitch Raises LT IDR & Sr. Unsec. Debt Rating From BB+
-----------------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Rating
(IDR) and senior unsecured debt rating for CMS Energy Corp. (CMS)
to 'BBB-'from 'BB+'. Concurrently, Fitch affirmed the senior
secured debt rating for the bank credit facility at 'BBB-' and
assigned a 'F3' short-term IDR. The Rating Outlook for CMS is
revised to Stable from Positive.

Fitch has affirmed the long-term IDR, debt ratings and short-term
IDR for Consumers Energy Co. (Consumers). The Rating Outlook for
Consumers remains Stable.

CMS Upgrade and Stable Outlook: The company's improved credit
profile is sustainable, in Fitch's opinion. Key financial drivers
include strong utility earnings, a lower cost of debt, and
effective cost control. Low-risk utility operations contribute
over 95% of consolidated earnings and Consumers distributes 80% of
its net income to the parent to support parent-level funding
obligations and the common dividend. The utility's financial
profile is solid, in Fitch's opinion, and benefits from supportive
rate treatment in Michigan. The 2008 Energy Law in Michigan
provides the legislative framework for balanced rate treatment,
including minimizing regulatory lag and mitigating exposure to
commodity risk.

Key Rating Drivers:

-- CMS' ownership of Consumers;

-- Consumers' low-risk credit profile and supportive rate
   treatment in Michigan;

-- Large utility-centric capital plan which will increase
   Consumers' funding needs;

-- Highly levered consolidated capital structure, including a high
   level of parent debt;

-- Improving service territory demographics.

CMS Financial Metrics:
Fitch expects CMS' coverage metrics to remain at or near current
levels and forecasts EBITDA-to-interest to range between 4.0 times
(x) and 4.4x over the next five years. Leverage metrics reflect
the high level of debt at CMS relative to peers, with debt-to-
EBITDA forecast at or below 4x toward the end of the five-year
forecast. Fitch considers effective cost control as key to
maintaining a stable financial profile, as well as balanced rate
treatment to mitigate regulatory lag at the utility during this
capital intensive period.

CMS Leverage:
Consolidated debt-to-capitalization, as calculated by Fitch, is
high relative to peers at 69%, at fiscal year end (FYE) Dec. 31,
2013. Approximately $2.4 billion or 30% of the company's
consolidated long-term debt of $7.7 billion is parent corporate
debt, and structurally subordinated to that of the subsidiaries.
The high level of parent level debt remains a constraint in the
company's credit profile, and Fitch sees limited opportunities to
de-lever the parent over the next five-years due to utility
funding capital funding requirements, and a target 62% dividend
payout ratio.

Consolidated Debt Maturities:
The consolidated debt maturity schedule is manageable, in Fitch's
opinion, with $425 million due in 2015, $530 million due in 2016,
and $600 million due in 2017. The company has actively re-financed
its current maturities in this lower interest rate environment,
and has effectively reduced its cost of debt. Fitch's assessment
assumes CMS' and Consumers' access to debt capital market
financing remains unrestricted.

Consolidated Liquidity:
Total liquidity at FYE Dec. 31, 2013 was $1.3 billion, including
$134 million in cash-on-hand. Neither CMS nor Consumers are
relying on bank credit for short-term funding, and bank credit
capacity is fully available. Total bank credit is $1.2 billion and
includes a $550 million facility at CMS and a $650 million
facility at Consumers. All bank credit facilities expire in 2018,
and both companies have extended facility maturities to maintain
five-year bank credit.

Consumers' Stable Outlook:
The utility's Stable Outlook reflects a solid stand-alone
financial profile, and supportive rate treatment in Michigan.
Fitch's outlook on Consumers assumes solid financial metrics are
sustainable over the next five-years, and views the likelihood of
a material change in Michigan's 2008 Energy Law (which provides
the legislative framework for rate treatment) as unlikely in the
near term.

Supportive Rate Treatment:
The inclusion of rate design components designed to mitigate
recovery lag, including forward test years, support a stable
utility credit profile. General rate cases (GRCs) are determined
within 12-months of filing with the Michigan Public Service
Commission (MPSC), and authorized interim rates can be implemented
by the utility within six months of the filing date (with the
permanent rate increase subject to true-up or refund).
Additionally, an automatic power supply cost recovery mechanism
and a gas cost recovery mechanism facilitate timely recovery of
commodity costs. Neither the electric nor natural gas utility rate
plans include a revenue decoupling mechanism; however, in Fitch's
opinion, existing rate features are fair.

Recent Regulatory Developments:
A rate settlement was adopted in Consumers' electric GRC in May
2013 and the natural gas GRC was suspended, and later withdrawn in
2013. The small size of the natural gas rate increase request,
coupled with the ability of the utility to manage costs were, in
Fitch's opinion, the primary drivers for the GRC withdrawal.
Electric rates were increased by $89 million and based on a 10.3%
return on equity (ROE). The natural gas authorized ROE is also
10.3%, which is modestly higher than what Fitch views as the
sector average. The utility currently has neither an electric nor
natural gas GRC pending with the MPSC, with no new rate filings
anticipated by Fitch earlier than mid-2014. Fitch expects that
capital cost recoveries will be the primary component of future
rate filings.

Utility Financial Metrics:
Consumers' financial metrics are forecast to remain solid relative
to Fitch guidelines for the rating and risk profile. Fitch
forecasts EBITDA-to-interest above 6.0x over the near term;
however, higher interest costs could pressure coverage metrics in
the longer term. Effective cost control is key to maintaining
solid financial metrics absent new rates in 2014, in Fitch's
opinion. Funds from operations (FFO) interest coverage, as
calculated by Fitch at FYE Dec. 31, 2013 was 6.6x, and the rating
forecast range is at the higher-end of 4.0x by 2018. FFO metrics
are expected to weaken as the positive tax benefits associated
with bonus depreciation are no longer a variable.

Capital Plan:
The five-year nearly $7 billion utility-centric capex budget
includes new generation and system reliability projects. Fitch
forecasts annual capex in the range of $1 billion-$1.6 billion
over the next few years, with two-thirds of spending on electric
projects, and a third on natural gas. On Jan. 30, 2014, CMS
announced its intention to purchase for $155 million a 540 MW
natural gas plant located in Jackson, MI. Simultaneously, the
company put on hold plans to construct the nearly $750 million 700
MW combined-cycle Thetford plant, including the Certificate of
Need pending with the MPSC. The new gas plant will partially
mitigate capacity shortfalls resulting from the planned closure of
seven small coal units in 2016. Fitch would expect the asset
purchase to be complete prior to the coal unit closures.

Fitch looks to timely recovery of capital costs as key to
maintaining credit quality during this capital intensive period,
and considers the use of forward test years as well as final rate
determinations within 12-months of filing as facilitators of
timely recovery. Fitch's forecast includes incremental new debt as
a source of capital funding over the next few years, and expects
the utility capital structure will remain balanced with some
equity support from the parent. Access to the debt capital markets
is viewed as unrestricted by Fitch.

Rating Sensitivities:

CMS and Consumers: No positive rating actions are currently under
consideration.

CMS: Consolidated debt-to-EBTIDA higher than 4.5x on a sustainable
basis would lead to negative rating action.

Consumers: An adverse regulatory order that negatively impacts the
utility's financial position could place not only lead to negative
rating action at the utility, but also at the parent.

Fitch has upgraded the following ratings of CMS Energy Corp.:

-- Long-term IDR to 'BBB-' from 'BB+';
-- Senior unsecured debt to 'BBB-' from 'BB+'.

Fitch has assigned the following rating at CMS Energy Corp.:

-- Short-term IDR at 'F3'.

Fitch has affirmed the following rating at CMS Energy Corp.:

-- Senior secured debt (bank credit facility) at 'BBB-'.

The Rating Outlook for CMS has been revised to Stable from
Positive.

Fitch has affirmed the following ratings at Consumers Energy Co.:

-- Long-term IDR at 'BBB';
-- Senior unsecured debt at 'BBB+';
-- Senior secured debt at 'A-';
-- Preferred Stock at 'BBB-';
-- Short-term IDR at 'F3'.

The Rating Outlook for Consumers remains Stable.


CONSTAR INTERNATIONAL: Sells Maryland Property to Smucker for $3MM
------------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized Constar International Holdings
LLC, et al., to sell a facility in Havre de Grace, Maryland, to
Smucker Natural Foods, Inc., for $3 million.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Smucker met no competition at an auction to buy the Maryland
facility.

                    About Constar International

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

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

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

Judge Christopher S. Sontchi oversees the 2013 case.

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

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

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

Constar has sold substantially all of its U.S. assets to Plastipak
Holdings Inc. for $102.5 million, its U.K. assets to Sherburn
Acquisition Limited, an affiliate of Greybull Capital LLP, for
$11.1 million, and its Maryland facility to Smucker Natural Foods,
Inc., for $3 million.  Constar U.K commenced administration
proceedings following the sale of its assets.  The U.K.
Administrator is Deloitte LLP.


CONSTAR INTERNATIONAL: U.K. Unit Commences Administration
---------------------------------------------------------
Constar International Holdings LLC, et al., notified the U.S.
Bankruptcy Court for the District of Delaware that the sole
director of debtor Constar International U.K. Limited appointed
Daniel Francis Butters and Nicolas Guy Edwards of Deloitte LLP as
administrators.

The U.K. Administration Proceeding follows the closing of the sale
of the U.K. assets to Sherburn Acquisition Limited.  U.S.
Bankruptcy Judge Christopher Sontchi authorized the U.S. Debtors
to sell the U.K. Assets to Sherburn for GBP3,512,727, (or
US$7,046,000), less the deposit in the sum of US$1,250,000.

The U.S. Debtors are represented by Robert S. Brady, Esq., Sean T.
Greecher, Esq., and Maris J. Kandestin, Esq., at YOUNG CONAWAY
STARGATT & TAYLOR, LLP, in Wilmington, Delaware; and Michael J.
Sage, Esq., Brian E. Greer, Esq., and Stephen M. Wolpert, Esq., at
DECHERT LLP, in New York.

The Buyer is represented by:

         Craig Thompson, Esq.
         FORSTER LLP
         31 Hill Street
         London W1J 5LS
         Email: craig.thompson@forsters.co.uk

                    About Constar International

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

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

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

Judge Christopher S. Sontchi oversees the 2013 case.

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

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

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

Constar has sold substantially all of its U.S. assets to Plastipak
Holdings Inc. for $102.5 million, its U.K. assets to Sherburn
Acquisition Limited, an affiliate of Greybull Capital LLP, for
$11.1 million, and its Maryland facility to Smucker Natural Foods,
Inc., for $3 million.  Constar U.K commenced administration
proceedings following the sale of its assets.  The U.K.
Administrator is Deloitte LLP.


COVANTA HOLDING: Fitch Expects to Withdraw Ratings on March 21
--------------------------------------------------------------
Fitch Ratings expects to withdraw its ratings of Covanta Holding
Corporation (CVA) and Covanta Energy Corporation (CEC) at the end
of a 30 day period beginning Feb. 21, 2014. Fitch will continue to
maintain the coverage of CVA and CEC prior to withdrawal. This
advance notice is provided for the benefit of users in managing
their use of Fitch's ratings.

The ratings of CVA and CEC are being withdrawn as the ratings are
no longer considered by Fitch to be relevant to the agency's
coverage.

Fitch currently rates CVA and CEC as follows:

Covanta Holding Corporation (CVA)

-- Long-term Issuer Default Rating (IDR) 'BB';
-- Unsecured tax-exempt bonds 'BB+';
-- Senior unsecured debt 'BB';

Covanta Energy Corporation (CEC)

-- Long-term IDR 'BB';
-- Senior secured debt 'BBB-'.

The Rating Outlook is Negative.

Fitch's last rating action occurred on Oct. 30, 2013. Fitch
affirmed the long-term IDRs of CVA and CEC at 'BB' and revised the
Ratings Outlook to Negative from Stable. The revision to the
Outlook reflects the company's higher than expected maintenance
costs for its aging equipment, low margins on electricity and
metal sales, aggressive distribution policy, and weakening credit
protection measures over the rating horizon (2014-2016). Fitch
expects funds flow from operations (FFO) based leverage and
FFO/interest coverage ratios to decline to 12% and 3x,
respectively, by 2016, which are below Fitch's guidelines for a
'BB' rated issuer.


DETROIT, MI: Retirees, Banks Fight for Assets
---------------------------------------------
Chad Livengood, writing for The Detroit News, reported that
Detroit's historic bankruptcy has evolved into a populist fight
between retirees and banks, as the city prepares to unveil a
critical plan next week to shed some of its $18 billion in debts.

According to the report, each side is fighting for its share of
Detroit's limited resources, be it tax revenue or city assets.

Gov. Rick Snyder and Detroit Emergency Manager Kevyn Orr recently
have made moves that fueled the fight, as the governor signaled a
desire to treat pensioners better than investors of city bond
debt, the report related.  He has pledged $350 million in state
assistance for pensioners, while telling Wall Street it will not
be getting special treatment.

When Orr took the city into bankruptcy in July, he forged a pact
to let two big banks cut in line ahead of pensioners and other
creditors, the report further related.  But he abandoned that plan
after U.S. Bankruptcy Judge Steven Rhodes twice rejected the
settlement as too generous for the banks and a repeat of the
city's bad financial decisions.

In recent weeks, Orr has taken a more aggressive stand against
Wall Street financial institutions, including filing suit to
invalidate a disastrous 2005 debt deal blamed for plunging Detroit
into bankruptcy, the report said.  The result: an emerging "us
versus them" narrative that has rankled the nation's municipal
finance industry.

                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: Bankruptcy Blueprint Due Out This Week
---------------------------------------------------
Matt Helms and Nathan Bomey, writing for Detroit Free Press,
reported that Detroit's fight for survival will enter a critical
stage this week when the insolvent city unveils an early blueprint
of how it plans to exit bankruptcy, with a restructuring plan that
would shed massive amounts of debt and allow the city to improve
some of the basic public services it has struggled for years to
provide.

According to the report, as early as Feb. 19, the city is expected
to release its bankruptcy plan of adjustment -- the legal term for
the restructuring proposal that spells out how the city would
treat creditors and assets in the nation's largest municipal
bankruptcy.

The document is expected to be released in conjunction with a
detailed report about how city government would be restructured,
affecting the day-to-day services Detroiters rely on, from levels
of policing and fire protection to how often buses run and how
many blighted homes and businesses are torn down, the report said.

Release of the restructuring plan amounts to a first draft of how
Detroit's bankruptcy team -- led by state-appointed emergency
manager Kevyn Orr -- envisions operating a city with far less
debt, the report added.  But that first draft is subject to the
same negotiations and potentially long legal challenges from
creditors who stand to lose out. It's certain to face objections
from creditors fighting for every last dime they can get.

                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: Bankruptcy Judge to Hear Crucial Bond Dispute
----------------------------------------------------------
Karen Pierog, writing for Reuters, reported that for Detroit, the
long and winding road out of the largest-ever U.S. municipal
bankruptcy may get a bit straighter.

First, U.S. Bankruptcy Judge Steven Rhodes will consider
litigation over whether Detroit's pledge of tax revenue to pay off
voter-approved bonds is a binding obligation or merely a promise
that the broke city cannot keep, according to the report.

And while in court for the hearing, the city's state-appointed
emergency manager may file a blueprint on how the city plans to
treat its $18 billion debt burden and exit bankruptcy, the report
said.

Bill Nowling, a spokesman for emergency manager Kevyn Orr, said
the plan of adjustment could come "anytime after" Feb. 18, the
report added.

Both the result of the case and the plan for the future will be
watched closely by participants in the $3.7 trillion U.S.
municipal bond market, the report said.

                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.


DIAMONDBACK ENERGY: S&P Raises CCR to 'B' on Acreage Acquisition
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Midland, Texas-based oil and gas E&P company
Diamondback Energy Inc. to 'B' from 'B-'.  The outlook is stable.

S&P also raised the rating on the company's unsecured notes to
'B-' from 'CCC+'.  The recovery rating on this debt is '5',
reflecting S&P's expectation for modest (10% to 30%) recovery in
the event of a payment default.

The company is acquiring leasehold interests in Martin County,
Texas, in the Permian Basin.  The acquisition represents a 43.8%
working interest for a total purchase price of $174 million.
However, under the terms of the operating agreement, the company
has made offers to owners for the remaining 56.2% working interest
as well, which could take the purchase price up to a total of
approximately $397 million.  S&P expects that the company will use
equity to finance this transaction.

The rating action reflects Diamondback Energy Inc.'s progress
developing its asset base in the Permian Basin, which S&P expects
will continue.  S&P views the Permian favorably since it is
weighted to profitable crude oil.  Moreover, S&P expects that
Diamondback's production this year, including its acquisition of
acreage in Martin County, will average at least 17,000 barrels of
oil equivalent per day (boe/d).  S&P considers this level of
production to be appropriate for the 'B' rating category.

"The stable outlook reflects our expectation that the company will
continue to develop its asset base in the Permian while
maintaining adequate liquidity and FFO to debt in excess of 45%
over the next 12 months," said Standard & Poor's credit analyst
Marc Bromberg.

S&P could lower the rating if Diamondback's horizontal drilling
program does not proceed as it expects, with well production below
or costs above its current expectations, which could lead to run
rate FFO to debt below 30%.  In addition, S&P could lower ratings
if it expects that the company will be unable to maintain adequate
liquidity.

S&P could raise the rating if the company is able to increase its
reserve and production profile to a level commensurate with its
'B+' peers, which typically have production in excess of 20,000
barrels of oil equivalent per day.


DONALD VAN HOUTEN TOTTEN: Hawaii Judge Denies Chapter 7 Discharge
-----------------------------------------------------------------
Bankruptcy Judge Robert J. Faris in Honolulu, Hawaii, granted the
request of the U.S. Trustee for summary judgment denying discharge
to Chapter 7 debtor, Donald Van Houten Totten, Jr.  Among others,
Judge Faris held that Van Houten Totten:

     -- concealed four financial accounts in his own name which
        were open a year prior to filing with the intent to
        hinder, delay or defraud the Chapter 7 Trustee, and
        creditors.

     -- concealed an active Pay Pal in the name of a third party
        prior to the filing of his bankruptcy case in which it is
        estimated that between $40,000 and $60,000 in deposits
        from the Debtor's vacation rentals had been deposited
        within the year prior to and up to the time of filing
        bankruptcy with the intent to hinder, delay or defraud
        the Chapter 7 Trustee and creditors.  The third party Pay
        Pal account was under the control and/or influence of
        the Debtor whereby deposits and withdrawals were made
        as directed by the Debtor.

     -- the Debtor transferred $17,000 prior to the filing of his
        bankruptcy to his spouse who resides in the Philippines
        with the intent to hinder, delay or defraud the Chapter 7
        Trustee, and creditors.  The Debtor described this
        transfer on Amended SOFA Question No. 2 as a "wedding
        gift" from a "friend" which was a false and misleading
        statement.

     -- the Debtor concealed real property located on the Big
        Island of Hawaii from his bankruptcy schedules with the
        intent to hinder, delay or defraud the Chapter 7 Trustee
        and creditors.

     -- the Debtor concealed a security interest in real property
        located in Australia from his bankruptcy schedules with
        the intent to hinder, delay or defraud the Chapter 7
        Trustee and creditors.

A copy of Judge Faris' Findings of Fact and Conclusions of Law is
available at http://is.gd/OSOJWsfrom Leagle.com, which was lodged
in the U.S. Trustee's complaint captioned, The UNITED STATES
TRUSTEE, Plaintiff, v. DONALD VAN HOUTEN TOTTEN, JR. Defendant,
Adv. Pro. No. 13-90044 (Bankr. D. Hawaii).

Donald Van Houten Totten, Jr., filed a voluntary chapter 11
petition (Bankr. D. Hawaii Case No. 12-00332) on Feb. 16, 2012.
He filed an amended voluntary chapter 11 petition on April 11,
2012.  On June 15, 2012, the chapter 11 case was converted to
chapter 7, and Dane Field was named the Chapter 7 Trustee.

The First Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a)
was held on March 27, 2012.  It was continued eight times and
finally concluded on March 13, 2013.


DOTS LLC: Has Court Authority to Conduct Feb. 26 Auction
--------------------------------------------------------
Judge Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey approved the auction procedures governing
the proposed sale of Dots, LLC, et al.'s roughly 370 stores

Competing bids may be submitted through and including Feb. 25,
2014, so that if the Debtors receive two or more qualified bids,
an auction will be conducted on Feb. 26, commencing at 9:00 a.m.
(Eastern) at the offices of Lowenstein Sandler LLP, in Roseland,
New Jersey.

No lead bidder has been named yet for the auction.  The Debtors
said in court papers that they have entered into non-disclosure
agreements enabling approximately 30 prospective bidders to access
the Debtors' due diligence data room.  The Debtors anticipate that
the auction will result in robust bidding.  As previously reported
by The Troubled Company Reporter, the ailing chain said there is
no committed opening bid yet, and hence no guarantee that it won'
fall into the hands of liquidators.

A hearing to consider approval of the sale will be held on Feb.
27.  The proposed sale and auction procedures have the support of
Salus Capital Partners, LLC, as administrative and collateral
agent to the DIP Credit Agreement and the Prepetition Senior
Credit Agreement.  Objections, if any, to the sale may be made at
the sale hearing.

                         About DOTS LLC

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

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

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

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

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

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


DUNE ENERGY: Whitebox Advisors Holds 5.2% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Whitebox Advisors, LLC, and its affiliates
disclosed that as of Dec. 31, 2013, they beneficially owned
3,745,393 shares of common stock of Dune Energy Inc. representing
5.2 percent of the shares outstanding.  Whitebox Advisors
previously reported beneficial ownership of 3,267,243 shares as of
Dec. 31, 2012.  A copy of the regulatory filing is available for
free at http://is.gd/K4nRGV

                          About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company's balance sheet at Sept. 30, 2013, showed $252.02
million in total assets, $117.49 million in total liabilities and
$134.52 million in total stockholders' equity.

Dune Energy incurred a net loss of $7.85 million in 2012, a net
loss of $60.41 million in 2011 and a net loss of $75.53 million in
2010.


DYNASIL CORP: Posts $1.4 Million Net Income in Dec. 31 Quarter
--------------------------------------------------------------
Dynasil Corporation of America filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.44 million on $10.71 million of net revenue for
the three months ended Dec. 31, 2013, as compared with a net loss
of $379,342 on $10.55 million of net revenue for the same period
during the prior year.

The Company's balance sheet at Dec. 31, 2013, showed $24.15
million in total assets, $11.90 million in total liabilities and
$12.25 million in total stockholders' equity.

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

                        http://is.gd/ledhpD

                           About Dynasil

Dynasil Corporation of America -- http://www.dynasil.com--
develops and manufactures optical detection and analysis
technology and components for the homeland security, medical and
industrial markets.   Combining world-class expertise in research
and materials science with extensive experience in manufacturing
and product development, Dynasil is commercializing products
including dual-mode radiation detection solutions for Homeland
Security and commercial applications and sensors for non-
destructive testing.  Dynasil has an impressive and growing
portfolio of issued and pending U.S. patents.  The Company is
based in Watertown, Massachusetts, with additional operations in
Mass., Minn., NY, NJ and the United Kingdom.

Dynasil Corporation reported a net loss of $8.72 million on $42.75
million of net revenue for the year ended Sept. 30, 2013, as
compared with a net loss of $4.30 million on $47.88 million of net
revenue during the prior year.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company is in default with the financial covenants set forth
in the terms of its outstanding loan agreements (and may enter
into a forbearance arrangement with its lenders) and has sustained
substantial losses from operations for the years ended Sept. 30,
2013, and 2012.  These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern.


EDDIE BAUER: Activist Hedge Fund Criticizes Jos. A. Bank for Deal
-----------------------------------------------------------------
Maureen Farrell, writing for The Wall Street Journal, reported
that the hedge fund Eminence Capital was one of the parties with
the most to lose when a possible deal between the suit retailers
Jos. A. Bank and Men's Wearhouse fell apart.

According to the report, Eminence Capital, which owns nearly 10%
of Men's Wearhouse and 4.9% of Jos. A. Bank, started fighting
back, criticizing Jos. A. Bank's board for its $825 million
acquisition of Eddie Bauer announced on Feb. 14.

The letter attacked the board's motivations for doing the deal,
claiming "willing[ness] to engage in desperate tactics in an
effort to protect their jobs and paychecks in blatant disregard
for the best interests of shareholders," the report said.

Eminence said it will fight the merger during the company's annual
shareholder meeting through its proxy vote and will continue to
fight it in court, the report related.  The hedge fund has filed a
lawsuit in the Delaware Chancery Court accusing Jos. A. Bank's
board of breaching its fiduciary duties.

Jos. A. Bank's acquisition of Eddie Bauer has made the likelihood
of a deal with Men's Wearhouse -- which has been trying to acquire
Jos. A. Bank (after Jos. A Bank originally tried to acquire Men's
Wearhouse last fall) -- not necessarily impossible, but more
unlikely, the report further related.


EDISON MISSION: Settles with Noteholders, Amends Ch. 11 Plan
------------------------------------------------------------
Edison Mission Energy, et al., filed with the U.S. Bankruptcy
Court for the Northern District of Illinois, Eastern Division, a
third amended joint Chapter 11 plan of reorganization, which
incorporates a settlement between the Debtors and certain holders
of senior unsecured notes.  As a result of the settlement, holders
of EME Interests are unimpaired and are not entitled to vote as
they are deemed to have accepted the Plan.

Under the EIX Settlement, in full and final satisfaction of each
Claim by EME and its subsidiaries against Edison Mission
International (EIX) and its subsidiaries, EIX will pay to the
Reorganization Trust an amount equal to the sum of (x) the
Effective Date Cash Amount plus (y) the Adjustment Amount plus (z)
interest on the Adjustment Amount as set forth in the calculation
of the 2015 Note Amount and the 2016 Note Amount, and will assume
certain liabilities.  On the Effective Date, the Tax Sharing
Agreements, among Mission Energy Holding Company, EME, and
Capistrano Wind Holdings, Inc., will be deemed to have terminated
pursuant to their terms on December 31, 2013, with respect to EME,
and will not be assumed by EME or assigned to the Purchaser
Parties.

The Debtors also filed supplements to their Plan, including the
following exhibits:

   * Members of the Board of Directors of Post-Reorganization EME
     and the Reorganization Trust Oversight Board and Section
     1129(a)(5) of the Bankruptcy Code Disclosures

   * EME Retained Causes of Action

   * Purchaser Retained Causes of Action

   * Amount of Disputed Claims Reserve

   * Summary of Wind Down Budget

   * Information to be Requested of Recipients of New Interests

   * Reconciliation of Certain Tax Attributes Between Disclosure
     Statement and EIX Settlement Agreement

The United States Securities and Exchange Commission, objected to
the confirmation of the Debtors' Plan, on the grounds that the
Plan improperly provides a discharge to the liquidating Debtors in
violation of Section 1141(d)(3) of the Bankruptcy Code.  The SEC
pointed out that the Plan provides that the reorganized EME will
have no business operations and its only remaining assets will be
litigation claims, tax attributes, and the assets of three related
subsidiaries that are in wind-down.  Nevertheless, the Plan seeks
to effect a discharge of debts of EME and its subsidiaries.  That
discharge would violate Section 1141(d)(3), which prohibits the
discharge of corporate debtors that have no ongoing business
operations, the SEC complained.

A full-text copy of the Third Amended Plan, dated Feb. 20, 2014,
is available at http://bankrupt.com/misc/EDISONplan0220.pdf

The Court has scheduled a hearing to consider confirmation of the
Third Amended Plan on March 11, 2014, at 10:30 a.m. (Central
Time).  Deadline for eligible holders to change their vote on the
Plan is March 6.  Deadline to respond to objections to the EIX
settlement, including objections to the amended terms of the Plan,
is March. 10.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that EME's $1.2 billion in 7 percent senior unsecured
notes maturing in 2017 traded at 12:42 p.m. on Feb. 11 for 78.76
cents on the dollar, 50 percent more than immediately before
bankruptcy, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.

The Debtors, other than Camino Energy Company, are represented by
James H.M. Sprayregen, P.C., Esq., David R. Seligman, P.C., Esq.,
and Sarah Hiltz Seewer, Esq., at KIRKLAND & ELLIS LLP, in Chicago,
Illinois; and Joshua A. Sussberg, Esq., at KIRKLAND & ELLIS LLP,
in New York.  Camino Energy is represented by David A. Agay, Esq.,
and Joshua Gadharf, Esq., at MCDONALD HOPKINS LLC, in Chicago,
Illinois.

The SEC is represented by Sonia Chae, Esq., Senior Attorney for
Bankruptcy, in Chicago, Illinois.

                      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 has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

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's Joint Plan of Reorganization provides for the sale of all or
substantially all of Debtors MWG, EME, and Midwest Generation EME,
LLC, will be sold to NRG Energy, Inc.


ELBIT IMAGING: Regains Compliance with NASDAQ Listing Rule
----------------------------------------------------------
Elbit Imaging Ltd. on Feb. 24 disclosed that as a result of the
closing of the plan of arrangement among the Company and its
unsecured financial creditors on February 20, 2014, the Company
will recognize gain in the first quarter of 2014 in the total
amount of approximately NIS1.6 billion (approximately US$457
million).  Furthermore, as a result of the Debt Restructuring, the
Company's shareholders' equity will increase in the total amount
of approximately NIS1.9 billion (approximately US$ 544 million).

               Compliance with NASDAQ Listing Rules

Further to the Company's announcement on December 5, 2013 that it
has received notice from the Listing Qualifications Department of
The NASDAQ Stock Market LLC that the Company has ceased to comply
with Nasdaq Listing Rule 5450(b)(1)(A) requiring companies listed
on the Nasdaq Global Select Market to maintain a minimum of
US$10,000,000 in shareholders' equity, the Company on Feb. 24
disclosed that it has regained compliance with the Listing Rule,
as a result of the closing of the Debt Restructuring and the
Shareholders Equity Increase.

Nasdaq will continue to monitor the Company's ongoing compliance
with the shareholders' equity requirement and, if at the time of
its next periodic report the Company does not evidence compliance,
then in such event, it may be subject to delisting.

                     About Elbit Imaging Ltd.

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

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

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

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

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

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

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

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


ELCOM HOTELS: One Bal Harbor Resort Implements Chapter 11 Plan
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization of One Bal Harbor Resort & Spa in
Bal Harbor, Florida, was completed on Feb. 10 by implementation of
the Chapter 11 plan approved when the bankruptcy judge in Miami
signed a confirmation order on Jan. 24.

According to the report, the residential homeowners' association
bought the assets, with a bid of $13.4 million.

The plan included a 50 percent recovery for trade suppliers with
claims of as much as $1 million, the report related.  General
unsecured creditors, with claims totaling as much as $79 million,
are to recover up to 18 percent, according to the court-approved
disclosure statement.

                       About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in
liabilities as of the Chapter 11 filing.  The Debtor owes OBH
Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC,
formerly known as ANO, LLC, $9 million on a mezzanine loan secured
by a lien on the ownership interests in the project's owner.  OBH
Funding and ANO are owned by Thomas D. Sullivan, the manager of
the Debtors.

Corali Lopexz-Castro, Esq., of Kozyak Tropin & Throckmorton, P.A.,
represent the Debtors as bankruptcy counsel.  Duane Morris LLP is
the special litigation, real estate, and hospitality counsel.
Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the
Debtors' chief restructuring officer.  Barry E. Mukamal and
Marcum, LLP, serve as accountants and financial advisors.  The
Barthet Firm is the special litigation collections counsel.  Barry
E. Somerstein and Greenspoon Marder Law serve as special real
estate counsel.

Elcom Hotel & Spa and Elcom Condominium have submitted a revised
disclosure statement filed in conjunction with the proposed
liquidating plan. The revised disclosure statement indicates that
unsecured creditors are still divided into two classes under the
Plan.  The Plan contemplates that holders of general unsecured
claims (expected to total $14 million to $79.1 million) will have
a recovery of 0% to 18%, which will be funded from the pro rata
distribution of "net free cash" and proceeds of causes of action
and remaining assets.  Holders of general unsecured vendor claims
(estimated at $500,000 to $971,000) -- those vendors who have
unsecured claims who agree to continue do business with the
Debtors -- will have a recovery of 50%, which will be funded from
the 50% distribution from "net free cash."

In December 2013, the Florida bankruptcy judge signed off on a
$13.4 million sale of the building's common areas to the
homeowners' association.  U.S. Bankruptcy Judge Robert A. Mark
approved the result of the auction in which the One Bal
Harbour residential association beat out an entity owned by Thomas
Sullivan, who is the largest shareholder of Elcom Hotel, and
stalking horse bidder Stoneleigh Capital LLC.

Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division, confirmed on Jan. 24, 2014,
the Revised First Amended Joint Plan of Liquidation of Elcom Hotel
& Spa, LLC, and Elcom Condominium, LLC, after determining that the
Plan satisfies the confirmation requirements laid out in the
Bankruptcy Code.


ELEPHANT TALK: Has Until April 30 to Regain NYSE Compliance
-----------------------------------------------------------
Elephant Talk Communications Corp. announced that the NYSE MKT LLC
has notified the Company that it has extended the review period
for which the Company can work to regain compliance with the
Exchange's listing standards until April 30, 2014.

Based on a review of information provided by Elephant Talk through
Feb. 5, 2014, the Exchange has determined that while the Company
has not yet regained full compliance with Section 1003(a)(iv) of
the Exchange's Company Guide, the Company has made a reasonable
demonstration of its ability to regain compliance by the end of
the extended plan period.  The Company is devoted to regaining
compliance with the Exchange's listing standards.  The Company
will continue to remain subject to periodic review by the Exchange
during the extended plan period.  Failure to make progress
consistent with the plan or to regain compliance with the
continued listing standards by the end of the extended plan period
could result in the Company being delisted from the Exchange.

In addition, the Company continues to be subject to the compliance
deadline of Sections 802(b) and 803(B)(6)(b) of the Company Guide
for its non-compliance with Sections 802(a) and 803(B)(2)(a) in
connection with the resignation of Charles Levine from the
Company's Board of Directors on Dec. 18, 2013, and the non-
reelection of Phil Hickman to the Board at the Company's Annual
Meeting of Stockholders on Dec. 18, 2013.  Consequently, a
majority of the directors on the Company's Board are not
independent and its audit committee is comprised of one
independent director rather than the requisite three independent
directors.  The Company will have until the earlier of its next
annual meeting of stockholders or Dec. 18, 2014, to regain
compliance.  While not expected, if the Company were to hold its
2014 annual meeting of stockholders early (on or before June 16,
2014), then the Compliance Date would instead be June 16, 2014.

"Our goal is to regain compliance, and we are focused on our
mobile platforms deployed with Vodafone and Iusacell, combined
with the continued roll-out of ValidSoft's technology with
customers including FICO," said Steven van der Velden, CEO of
Elephant Talk.  "We also continue to evaluate candidates with
relevant industry knowledge who satisfy the independence
requirements under the Exchange's Company Guide," continued Mr.
van der Velden.

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at
Sept. 30, 2013, showed $46.45 million in total assets, $22.53
million in total liabilities and $23.91 million in total
stockholders' equity.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


ELEPHANT TALK: Vanguard Stake at 1.03% 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 1,451,054 shares of common
stock of Elephant Talk Communications Corp representing 1.03
percent of the shares outstanding.  Vanguard Group previously
reported beneficial ownership of 6,308,021 common shares as
of Dec. 31, 2012.  A copy of the regulatory filing is available
for free at http://is.gd/xqzxYA

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at
Sept. 30, 2013, showed $46.45 million in total assets, $22.53
million in total liabilities and $23.91 million in total
stockholders' equity.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


ENERGY FUTURE: Prepares for a Breakup, Lining up Loans
------------------------------------------------------
Emily Glazer and Mike Spector, writing for The Wall Street
Journal, reported that one of the biggest leveraged buyouts of an
American company is preparing to file for bankruptcy protection,
brought to its knees by heavy debt and a misguided bet on the
direction of natural gas prices.

According to the report, Energy Future Holdings Corp., previously
called TXU Corp., is lining up loans to keep two subsidiaries
operating during bankruptcy proceedings after months of talks have
failed to produce an agreement with creditors on reworking its $40
billion-plus in debt, according to people familiar with the
matter.

The two sides may yet reach a last-minute agreement, but prospects
for a streamlined bankruptcy where creditors agree in advance on a
restructuring plan have dimmed, the people said, the report
related.  The filing would likely result in a split of Energy
Future's two large operating subsidiaries, they said. A bankruptcy
would be the 10th largest by assets in U.S. history.

The acquisition was part of the frenzied leveraged buyout boom
where private-equity firms used massive amounts of debt to back a
series of corporate takeovers including TXU, hotelier Hilton
Worldwide Inc., office-building owner Equity Office Properties
Trust and hospital operator HCA Holdings Inc., the report related.

Many of these large deals struggled with heavy debts amid the
2008-2009 recession, though private-equity firms for the most part
were able to keep their purchases afloat and in many cases have
eked out profits, the report said.

            About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

                Restructuring Talks With Creditors

In April 2013, Energy Future and its affiliates confirmed in a
regulatory filing that they are in restructuring talks with
certain unaffiliated holders of first lien senior secured claims
concerning the Companies' capital structure.

Energy Future has retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future's senior debt.  Many of these firms belong
to a group being advised by Jim Millstein, a restructuring expert
who helped the U.S. government revamp American International Group
Inc.  The Journal said Apollo enlisted investment bank Moelis &
Co. for additional advice to ensure it gets as much attention as
possible on the case given its large debt holdings.

Bloomberg News reported on Feb. 11, 2014, that Energy Future was
meeting with lenders in New York to discuss loans that would fund
it through bankruptcy as the latest chapter of the power
generator's restructuring begins to unfold.  Banks began
presenting proposals to the former TXU Corp. on Feb. 10 to provide
debtor-in-possession financing, the Bloomberg report said, citing
two people with knowledge of the deliberations who asked not to be
identified because the talks are private.


ENERGY FUTURE: Said to Meet DIP Loan Bankers
--------------------------------------------
Mary Childs, writing for Bloomberg News, reported on Feb. 11 that
Energy Future Holdings Corp. was meeting with lenders in New York
to discuss loans that would fund it through bankruptcy as the
latest chapter of the power generator's restructuring begins to
unfold.

Banks began presenting proposals to the former TXU Corp. on Feb.
10 to provide debtor-in-possession financing, the Bloomberg report
said, citing two people with knowledge of the deliberations who
asked not to be identified because the talks are private.

Energy Future, purchased in the largest leveraged buyout in
history six years ago, is resuming efforts to line up the funding
less than two months before auditors may raise doubts about its
ability to remain a going concern, the report noted.  The Dallas-
based company is seeking to restructure $45.6 billion of debt
after a plunge in natural gas prices, which set the price of
electricity in the state, triggered 10 straight quarterly losses.
Attempts to agree on a reorganization plan with creditors in
October failed.

"It's smart to at least line up a DIP so you know what is
available and to crystallize the options for you," Marc Gross, a
New York-based money manager at RS Investments, said in an e-mail
to Bloomberg. "It could also help focus all the interested parties
into negotiations. With the pressure on and an actual DIP lined up
and the clock ticking down to the coupon payment, the negotiating
parties might focus more."


ENERGY FUTURE: Bankruptcy to Bring More Fees
--------------------------------------------
Maureen Farrell, writing for The Wall Street Journal, reported
that Citigroup Inc. and Morgan Stanley were there at the start for
Energy Future Holdings Corp., part of a group that earned about
$735 million in fees for arranging financing for the $45 billion
takeover of the Texas utility in 2007.

Nearly seven years later, these two banks are among the lenders
expected to again provide financing to the company -- this time to
help it operate through a possible bankruptcy, according to the
report.  The banks, along with Bank of America, could earn up to
$200 million in fees.

"In this case, it looks like these banks are taking a piece of
flesh at every turn," said David Skeel, a professor of corporate
law at the University of Pennsylvania Law School, told the
Journal. "It also shows that the same set of banks are doing
everything rather than being concentrated in certain parts of the
life cycle of a firm."

The purchase of TXU, as the company was then known, by KKR & Co.,
TPG and the private-equity arm of Goldman Sachs Group Inc., among
several other funds, was the largest leveraged buyout in history,
the report related. In leveraged buyouts, private-equity firms
fund part of the purchase price by raising debt.

A consortium of banks, including Citigroup, Morgan Stanley, J.P.
Morgan Chase & Co. and Lehman Brothers Holdings Inc., helped the
buyers take TXU private for $32 billion plus about $13 billion in
assumed debt, the report further related.

            About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

                Restructuring Talks With Creditors

In April 2013, Energy Future and its affiliates confirmed in a
regulatory filing that they are in restructuring talks with
certain unaffiliated holders of first lien senior secured claims
concerning the Companies' capital structure.

Energy Future has retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future's senior debt.  Many of these firms belong
to a group being advised by Jim Millstein, a restructuring expert
who helped the U.S. government revamp American International Group
Inc.  The Journal said Apollo enlisted investment bank Moelis &
Co. for additional advice to ensure it gets as much attention as
possible on the case given its large debt holdings.


ESTATE FINANCIAL: 9th Circ. Urged to Revive Bryan Cave Suits
------------------------------------------------------------
Law360 reported that trustees for a bankrupt real estate
investment firm urged the Ninth Circuit to revive their legal
malpractice suits seeking more than $100 million from Bryan Cave
LLP, saying Bryan Cave attorneys knew the investment firm was
engaging in fraud when it represented the company but failed to
stop it.

According to the report, the two linked appeals, filed by Bradley
D. Sharp and Thomas P. Jeremiassen, bankruptcy trustees of Estate
Financial Inc. and its independent investment vehicle Estate
Financial Mortgage Fund LLC, seek the revival of their malpractice
lawsuits against Bryan Cave.

                      About Estate Financial

Estate Financial, Inc. -- http://www.estatefinancial.com/-- was a
license real estate brokerage firm since the later 1980's.  EFI
solicited funding for, and arranged and made, loans secured by
various real property.  EFI also was the sole manager of Estate
Financial Mortgage Fund LLC, which was organized for the purpose
of investing in and funding loans originated by EFI which were
secured by first deeds of trust encumbering commercial and real
estate located primarily in California and has been funding such
mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case No. 08-11457).  EFI consented to the bankruptcy
petition on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represented the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial disclosed total
assets of $27,428,550, and total debts of $7,316,755.


EXIDE TECHNOLOGIES: Parties Oppose Panel's Bid to Hire Consultant
-----------------------------------------------------------------
Exide Technologies, Wells Fargo Bank, National Association, and
the Unofficial Noteholder Committee ask the U.S. Bankruptcy Court
for the District of Delaware to deny the application of the
Official Committee of Unsecured Creditors to retain an economic
consultant.

Exide asserts that the Application should be denied because the
Committee "insists on controlling any investigation to the
exclusion of the Debtor and other stakeholders. Simply put, the
Committee does not have such unfettered authority."  Exide argues
that the Committee's envisioned exclusive arrangement would not
only be unwieldy and likely to jeopardize the Debtor's ability to
control privileged information in anticipation of potential future
litigation, it is beyond the bounds of the Committee's authority.

The Unofficial Noteholder Committee supports the Debtor?s
employment of a qualified professional to investigate potential
price fixing and/or stabilization in the lead market, and to
evaluate any potential related causes of action; but strongly
objects to the Creditors Committee?s retention of a professional.
The Debtor, the Unofficial Noteholder Committee argues, is
properly charged in the first instance with investigating whether
it has any antitrust or similar claims to bring against third
parties.

Wells Fargo complains that the Committee has not adequately
explained or justified why it now needs and should be allowed to
retain for its exclusive use and at open-ended cost to the
Debtor's estate yet another -- a fourth -- financial/"economic"
advisor.  Pushing the envelope further, the Committee does not
identify the proposed new "secret" economic consultant nor explain
why its existing coterie of financial advisors is inadequate,
Wells Fargo adds.  Wells Fargo asserts that should the Court
decide to accommodate the Application in any way, the Court should
(i) impose strict limits on the scope and initial cost of the
retention and (ii) require the Committee to share any information,
conclusions and/or reports generated by the economic consultant
with the Debtor, the lenders under the Debtor?s postpetition
financing facility, the unofficial committee of certain holders of
the Senior Secured Notes, and the Indenture Trustee.

In response to the objections, the Committee argues that the
Bankruptcy Code is clear that the Committee has both the power and
the fiduciary duty to investigate potential avenues for asset
valuation and monetization, including potential claims.  Given its
right and duty to conduct investigations central to the Chapter 11
proceedings and retain professionals, consultants and other agents
to assist in carrying out its duties, the Committee asserts that
its application to retain the economic consultant should be
granted.

The Debtor is represented by Laura Davis Jones, Esq., and James E.
O?Neill, Esq., at PACHULSKI STANG ZIEHL & JONES LLP, in
Wilmington, Delaware.

Wells Fargo is indenture trustee and collateral trustee under the
Indenture dated as of January 25, 2011, pursuant to which the
Debtor issued its $675 million in face amount of 8-5/8% Senior
Secured Notes due 2018.  Wells Fargo is represented by Richard A.
Robinson, Esq., at REED SMITH LLP, in Wilmington, Delaware; and
Harold L. Kaplan, Esq., and Mark F. Hebbeln, Esq., at FOLEY &
LARDNER LLP, in Chicago, Illinois.

The Unofficial Noteholder Committee is represented by Pauline K.
Morgan, Esq., and Andrew L. Magaziner, Esq., at YOUNG CONAWAY
STARGATT & TAYLOR, LLP, in Wilmington, Delaware; and Alan W.
Kornberg, Esq., Alice Belisle Eaton, Esq., and Claudia R. Tobler,
Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP, in New
York.

The Committee is represented by Robert J. Dehney, Esq., Eric D.
Schwartz, Esq., and Erin R. Fay, Esq., at MORRIS, NICHOLS, ARSHT &
TUNNELL LLP, in Wilmington, Delaware; Kenneth A. Rosen, Esq.,
Sharon L. Levine, Esq., and Paul Kizel, Esq., at LOWENSTEIN
SANDLER LLP, in Roseland, New Jersey; and Gerald C. Bender, Esq.,
and Jeffrey Blumenfeld, Esq., at LOWENSTEIN SANDLER LLP, in New
York.

                   About Exide Technologies

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

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

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

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

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

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

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  The fee examiner has hired his
own firm to represent him in Exide's bankruptcy cases.


EXIDE TECHNOLOGIES: Probing for Damages From Lead Price-Fixing
--------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Exide Technologies Inc. and its creditors are vying for the right
to launch a probe into suspected metal price-fixing, with an eye
toward collecting damages if it turns out the battery-maker was
victimized.

According to the report, suspicions that warehouse owners and the
London Metal Exchange conspired to inflate metals prices (and
warehouse rents) by stockpiling the commodities in "shadow
warehouses" surfaced last year, triggering questions from the
Commodity Futures Trading Commission and Department of Justice as
well as a wave of lawsuits. If proven, the claims of
anticompetitive behavior could mean money for Exide, a lead-acid
battery maker that filed for Chapter 11 bankruptcy in June 2013.

The Chapter 11 case is Exide's second in less than a dozen years,
and the company is under pressure to produce a restructuring plan
that will win the approval of its creditors and the court, the
report related.  The chance to collect damages due to alleged
anticompetitive behavior would be a valuable asset to put on the
table in plan negotiations, according to court papers filed by
Exide's official committee of unsecured creditors. The committee
says it's been looking at the issue for months, tracking reports
of suspected price-fixing that surfaced last year.

The committee says lead, too, may have been improperly hidden to
inflate prices. If that's the case, the committee contends that
Exide, a major user of lead, should be assessing the damage, the
report further related.  The battery maker reckons lead accounts
for 45.5% of its costs. Recycling provides most of the metal for
U.S. battery-making operations, but Exide's operations in Europe
use lead bought on the continent, where the warehouse stockpiling
scheme reportedly operated.

But while all the major forces operating in Exide's Chapter 11
case agree there needs to be a probe of lead price-fixing, there's
a fight over who should run the investigation, the report said.
That's a dispute U.S. Bankruptcy Judge Kevin Carey could decide,
when the committee will face off with Exide and a group of its
lenders over the committee's plans bring in an outside firm to
evaluate "whether the market prices paid by Exide and other lead
purchasers were supracompetitive?that is, higher than what the
market prices would have been absent the allegedly unlawful
conduct," court papers say.

                   About Exide Technologies

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

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

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

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

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

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

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  The fee examiner has hired his
own firm to represent him in Exide's bankruptcy cases.


EXPERT SOUTH TULSA: Kansas Judge Rules on LTF Lawsuit
-----------------------------------------------------
Bankruptcy Judge Robert D. Berger granted the motion of LTF Real
Estate Company, Inc., to dismiss the Amended Counterclaim filed by
Expert South Tulsa, LLC, in the lawsuit, LTF REAL ESTATE COMPANY,
INC., Plaintiff, v. EXPERT SOUTH TULSA, LLC, Debtor/Defendant,
Adv. Proc. No. 11-06011 (Bankr. D. Kan., January 10, 2011).

The Court abstained from deciding on LTF's request for a
determination on the ownership of an escrow fund, and dismissed
First American Title Insurance Company as a party in the lawsuit.

The dispute stems from the sale of a real estate development known
as Memorial Commons located in Tulsa, Oklahoma.  In 2008, LTF
purchased 11 acres of Memorial Commons for the purpose of building
and operating a health club.  The attendant Purchase Agreement
required the Debtor to construct certain improvements after the
sale.  To facilitate the construction, LTF and the Debtor entered
into an Escrow and Post-Closing Construction Agreement.  The
Debtor placed $1,226,400 of the $3,000,000 purchase price into
escrow with First American.  These funds equaled 120% of LTF's and
the Debtor's engineers' reasonable estimate of the cost of the
work and was set aside to pay for the construction.  Under the
terms of the Escrow Agreement, the Debtor was entitled to the
return of the Escrow Fund at certain stages of completion of the
improvements.  In the event the Debtor failed to complete the
improvements, LTF had the option to complete the improvements and
obtain reimbursement from the Escrow Fund.  The Escrow Agreement
is somewhat unusual because the performing party (Debtor) received
all of the purchase price before the escrow was created, and the
Debtor then forwarded $1,226,000 of the purchase price to First
American as the Escrow Fund.

Before April 2009, the Debtor contracted with Key Construction
Oklahoma, LLC to perform the construction pursuant to the Purchase
Agreement.  On March 30, 2010, Team Viva, LLC, another creditor in
the main bankruptcy case, filed an involuntary petition against
the Debtor under Chapter 7 of the United States Bankruptcy Code.
After filing, the Debtor converted this case to a Chapter 11
(Bankr. D. Kan. Case No. 10-20982).  The Debtor never completed
the improvements and no money has been disbursed from the Escrow
Fund.  LTF filed the Complaint to determine the rights of the
parties to the Escrow Fund and to direct First American to comply
with the Court's decision.

On March 11, 2011, the Debtor asserted a counterclaim against LTF
and a cross-claim against First American.  The Debtor asserted
that the Escrow Fund was property of the bankruptcy estate.

On August 29, 2011, the Court issued its Memorandum Opinion and
Order Granting Plaintiff's Motion for Summary Judgment, In Part.
In the decision, the Court held: (a) the Debtor only has a
contingent interest in the Escrow Agreement; (b) the Escrow Fund
is not property of the estate; (c) neither the Debtor nor LTF are
entitled to an immediate disbursement of the Escrow Fund; and,
finally, (d) LTF has the right to exercise the remedy of self-help
under the terms of the Escrow Agreement.  The decision did not
determine either the claims against First American or the Debtor's
counterclaim against LTF.

On Sept. 15, 2011, the Debtor filed its Amended Answer and Amended
Counterclaim in which it asserted two additional claims against
LTF under 11 U.S.C. Sections 544(b) and 548.  Of the three counts
raised in the Amended Counterclaim, Count I reiterates the
Debtor's argument that the Escrow Fund belongs to the estate
because the Escrow Fund came from the Debtor and the "purposes of
the agreement between the parties have not been implemented and
will no longer be implemented."  Count II asserts that the sale of
the Property was fraudulent under Sec. 548 because the Debtor
allegedly did not receive reasonably equivalent value for the
Property.  Count III alleges that the sale was fraudulent under
Sec. 544(b) and Oklahoma law.

The Debtor filed its Motion for Summary Judgment on Counts II and
III on Dec. 15, 2011, and LTF filed its Objection on Jan. 5, 2012.
On Jan. 27, 2012, the Bankruptcy Court issued its Order Denying
Defendant's Motion for Summary Judgment because the Amended Answer
and Amended Counterclaim were untimely filed.  On Feb. 28, 2012,
the Debtor appealed.  On May 29, 2012, the Bankruptcy Appellate
Panel of the Tenth Circuit denied the appeal as interlocutory and
directed the parties to seek a final order from the Bankruptcy
Court on the issues.  The Bankruptcy Appellate Panel also noted
that the Amended Counterclaim should have been allowed since it
was filed within the time provided for by the Bankruptcy Court.
After the Bankruptcy Appellate Panel's decision, LTF filed the
Motion to Dismiss and requested a final order incorporating the
Bankruptcy Court's previous determinations.

Judge Berger said LTF's Motion for Summary Judgment Dismissing
Debtor's Amended Counterclaim,4 Debtor/Defendant's Motion for
Summary Judgment - Counts II and III; the Debtor/Defendant's
Motion to Stay Scheduling Order Deadlines; and the Debtor/
Defendant's Motion to Suspend Proceedings on LTF's Motion for
Summary Judgment are denied as moot by separate order.

A copy of the Bankruptcy Court's Feb. 18, 2014 Memorandum Opinion
and Order is available at http://is.gd/2LJqTRfrom Leagle.com.


EVENT RENTALS: Proposes to Pay Bonuses to Employees
---------------------------------------------------
Event Rentals, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to approve a key employee incentive plan and
a key employee retention plan.

Through the KEIP, the Debtors seek to motivate and incentivize 14
employees, who are both insiders and non-insiders, whose efforts
and expertise are integral to preserving the Debtors' businesses,
a meaningful continuation of the Debtors' marketing process, and
the Debtors' efforts towards a competitive auction.  The terms of
the KEIP provide for potential performance bonuses that have
served, and will continue to serve, as an important incentive for
the KEIP Participants to go beyond their ordinary duties and
obligations, and take those important extra steps that will
preserve the value of the Debtors' businesses and maximize the
price obtained for the Debtors' assets.

Upon the closing of the Sale, the Debtors will make KEIP Payments
to 12 employees included in the KEIP (called "Group A") in the
collective aggregate amount of:

   (i) $281,250, contingent upon the Debtors achieving the
       cumulative cash receipts forecast in the Approved Budget;
       plus

  (ii) $281,250, contingent upon the Debtors achieving a DIP
       Financing balance at the closing of the Sale at or below
       the balance forecast in the Approved Budget; provided,
       however, that to the extent the Debtors are in arrears on
       postpetition payables at the closing of the Sale, the
       amount of the arrearages will be deemed added to the DIP
       Financing balance for purposes of this calculation; plus

(iii) $187,500, contingent upon the aggregate amount of cash
       and credit bid consideration (excluding assumed
       liabilities) received in the Sale equaling or exceeding
       $124 million; plus

  (iv) 1% of the aggregate amount of cash and credit bid
       consideration (excluding assumed liabilities) received in
       the Sale in excess of $124 million but less than or equal
       to $134 million; plus

   (v) 2% of the aggregate amount of cash and credit bid
       consideration (excluding assumed liabilities) received in
       the Sale in excess of $134 million.

Upon the closing of the Sale, the Debtors will make KEIP Payments
to two employees in the KEIP Participants (called "Group B") in
the collective aggregate amount of $60,000.

Through the KERP, the Debtors seek to retain and motivate the key
field management and sales professionals essential to the
preservation of the Debtors' business operations and the Debtors'
obligations as debtors in possession as the Debtors endeavor to
maximize the value of their estates through a successful sale
process.  The KERP participants will include approximately 13
employees, none of which are insiders.  The KERP utilizes a
retention pool of approximately $260,000, funded by the Debtors'
postpetition lenders, and provides for each KERP Participant to
receive a retention bonus equal to between 7% and 22% of that KERP
Participant's annual base pay.

The Debtors are represented by Jeffrey M. Schlerf, Esq., John H.
Strock, Esq., and L. John Bird, Esq., at FOX ROTHSCHILD LLP, in
Wilmington, Delaware; John K. Cunningham, Esq., at WHITE & CASE
LLP, in Miami, Florida; 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: Has Authority to Employ Kurtzman as Claims Agent
---------------------------------------------------------------
Judge Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware authorized Event Rentals, Inc., et al., to employ
Kurtzman Carson Consultants LLC as claims and noticing agent in
order to assume full responsibility for the distribution of
notices and the maintenance, processing, and docketing of proofs
of claim filed in the Chapter 11 cases.

As previously reported by The Troubled Company Reporter, the
Debtors said they compared engagement proposals of three court-
approved claims and noticing agents before engaging KCC.  The fee
structure agreed upon by the parties was not attached to the copy
of the services agreement filed with the bankruptcy court.

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

                        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.


FILENE'S BASEMENT: DSW on Hook for Lease, Landlord Tells NY Court
-----------------------------------------------------------------
Law360 reported that the landlord of a Manhattan retail complex
urged a New York appeals court to hold shoe company DSW MS LLC
liable for a $100 million commercial lease that belonged to
Filene's Basement before its bankruptcy, saying DSW's guarantee of
the lease is absolute and unconditional.

According to the report, in oral arguments before a panel of New
York Supreme Court's Appellate Division, First Department, an
attorney for 4 USS LLC, Robert J. Giuffra Jr. of Sullivan &
Cromwell LLP, called DSW a highly sophisticated entity.

                     About Filene's Basement

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FINJAN HOLDINGS: Appoints VP Legal Operations
---------------------------------------------
Finjan Holdings, Inc., appointed Julie Mar-Spinola as vice
president, legal operations.  In this newly created role, Ms. Mar-
Spinola will join the Company's senior management team and have a
dual business and legal role, including building up Finjan's
Intellectual Property (IP) assets, heading up legal operations,
and overseeing the Company's patent enforcement program to protect
its proprietary technologies and IP.  She will report to Finjan's
President, Phil Hartstein.

Ms. Mar-Spinola has over 26 years of experience in the technology
sector.  Prior to joining Finjan, she was interim general counsel
for core system BIOS firm, Phoenix Technologies, Ltd., where she
successfully helped close the acquisition of system optimization
software company, iolo technologies.  Prior to Phoenix, she was
vice president, legal for thin film solar start-up, Alta Devices,
Inc., where she architected and launched Alta's worldwide patent
strategy, growing its U.S. patent portfolio over 200 percent
during an 18-month period.  Before Alta Devices, she was the vice
president, Global Affairs for worldwide semiconductor manufacturer
Atmel Corporation, where she transformed the IP, Litigation and
Licensing department into a profit center for the company by,
among other achievements, successfully leading to victory several
major litigation matters and collecting over $100 million in jury
awards.  Ms. Mar-Spinola joined Atmel from international law firm
Heller Ehrman, where, being the firm's first patent attorney, she
played a key role in the formation of Heller Ehrman's highly
successful IP litigation group.

"Julie is a seasoned corporate executive whose expertise in
intellectual property and technology will make her an integral
member of our senior management team," said Finjan's president,
Phil Hartstein.  "Her extensive track record in IP asset
management, patent litigation and dispute resolution strengthens
our ability to protect our proprietary inventions resulting from
decades-long R&D efforts and invested dollars while meeting
Finjan's commitment to the advancement of innovations in the cyber
security space."

"I am excited and enthused about joining Finjan and the core
management team here," added Ms. Mar-Spinola.  "In today's
environment, cybersecurity is at the forefront of international
and commercial interests and concerns.  It is quite energizing to
be part of an organization who was the first to invent
technologies able to detect and deflect software intrusions and
malicious code delivery and who is committed to investing in new
cybersecurity innovations to address such interests.  Importantly,
Finjan's core values and best practices fit well with my own.
This position presents a unique opportunity not only to help
advance the Company's growth objectives, but also to advance a
culture of thoughtful, composed, and sound decision-making
processes for the benefit of its shareholders, employees, and the
community as a whole."

Ms. Mar-Spinola is a certified mediator for the U.S. District
Court for the Northern District of California, specializing in
patent disputes.  She is also the Co-Founder and Chairman of the
Board of ChIPs Network, Inc. (ChIPs), a non-profit organization
that supports, educates, and promotes the advancement of women in
IP law, and a board member of Women's Audio Mission (WAM), a non-
profit group dedicated to the education and advancement of women
and girls in music production in the recording arts.  She is a
registered patent attorney and admitted to the California State
Bar.

With this key appointment, Finjan continues to round out its
senior management team in support of the Company's planned growth
strategy.  Recognized internationally as a pioneer and leader in
web and network security, Finjan's decades-long investment in
innovation is captured in its patent portfolio, centered around
software and hardware technologies capable of proactively
detecting previously unknown and emerging threats on a real-time,
behavior-based basis.  Finjan has proudly licensed its patents and
technology to several major software and technology companies
around the world.

                            About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Converted Organics disclosed a net loss of $8.42 million in 2012,
as compared with a net loss of $17.98 million in 2011.  Finjan
Holdings's balance sheet at Sept. 30, 2013, showed $30.35
million in total assets, $927,000 in total liabilities and $29.42
million in total stockholders' equity.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012, citing
recurring losses and negative cash flows from operations and an
accumulated deficit that raises substantial doubt about the
Company's ability to continue as a going concern.


FIRST INDUSTRIAL: S&P Raises Corp. Credit Rating to 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on First Industrial Realty Trust Inc. and First Industrial
L.P. (collectively, First Industrial) to 'BB+' from 'BB'.  The
outlook is stable.  At the same time, S&P raised by one notch its
issue-level rating on the company's unsecured debt to 'BBB-' from
'BB+'; the recovery rating for the unsecured debt remains '2'.  In
addition, S&P raised its rating on the company's preferred stock
to 'B+' from 'B'.

"The upgrade acknowledges First Industrial's improved debt
coverage measures and lower leverage, due in part to the pay down
and redemption of higher-cost debt and preferred stock as well as
the improvements in the company's portfolio quality and operating
performance," said Standard & Poor's credit analyst Elizabeth
Campbell.  "We have revised our view of First Industrial's
financial risk profile to "intermediate" from "significant".
First Industrial's very manageable near-term debt maturity
schedule, low dividend payout ratio, and access to a recently
expanded revolver support "adequate" liquidity.  We have also
considered the growth in portfolio occupancy, benefiting from a
recovery in industrial markets nationally.  First Industrial
continues to increase its concentration in higher-barrier markets,
primarily through development.  We view First Industrial's
business risk profile as "fair," which acknowledges its sizable
industrial portfolio's good geographic and tenant diversity but
also its uneven asset quality relative to peers and the risks
associated with its development pursuits; while moderate in scale,
its current projects are largely speculative".

The outlook is stable based on S&P's expectation that First
Industrial will sustain its recent improvements in key credit
metrics, portfolio occupancy, and NOI.  Favorable macroeconomic
and real estate trends and the contribution to cash flow as
development stabilizes should support modest EBITDA growth over
the next two years.

S&P considers an upgrade unlikely over the next one to two years,
though it could raise the rating if the company's portfolio
performance and growth prospects strengthen such that S&P's view
of First Industrial's business risk profile improves to
"satisfactory".  This could occur if the company continues to
reposition its portfolio and its same-store NOI growth accelerates
from further improvements to rent and occupancy, while
successfully managing its development pursuits.

S&P do not think a negative rating action is likely in the near
term, based on its expectation that real estate fundamentals will
continue to improve in 2014 and management will sustain its
balance sheet and liquidity improvements.  However, S&P would
lower the rating if First Industrial's financial risk profile
deteriorated such that it was more in line with a "significant"
assessment (such as sustained fixed-charge coverage below 2.1x and
debt to EBITDA that exceeded 7.5x).  S&P would also consider
lowering the rating if the company pursues debt-financed
speculative development or faces material operating and leasing
difficulties.


FIRST MARINER: Bidding Approval Sought
--------------------------------------
BankruptcyData reported that First Mariner Bancorp filed with the
U.S. Bankruptcy Court a motion for (i) an order (a) approving
bidding and auction procedures with respect to the sale of certain
assets, (b) approving bidding protections for the stalking horse
bidder, (c) approving procedures related to the assumption and
assignment of certain executory contracts and unexpired leases,
(d) approving the form and manner of notices related to the
auction and sale and (e) scheduling the sale hearing and (ii) an
order (a) approving such sale free and clear of liens, claims,
encumbrances and other interests and (b) granting related relief.

According to BankruptcyData, the motion explains, "After months of
extensive negotiations, on February 7, 2014, FMAR, the Bank and
RKJS entered into that certain Merger and Acquisition Agreement
(the 'M&A Agreement') to consummate the M&A Transaction. The M&A
Transaction is functionally a transfer of the Debtor's shares in
the Bank (as well as certain Bank-related assets) to the
'Investors' (as defined in the M&A Agreement) for consideration of
$4.775 million (the 'Purchase Price')....As part of the M&A
Transaction, the Investors have also agreed to recapitalize the
Bank in an amount between $85 million and $100 million, less the
Purchase Price (such amount, the 'Recapitalization Amount'). RKJS
has agreed to set the 'floor' price for Competing Bidders to
outbid by serving as a 'stalking horse' bidder in the bankruptcy
auction process. In consideration for serving as the stalking
horse bidder, if a Competing Bid is ultimately selected as the
winning bid at the auction, or upon termination of the M&A
Agreement (provided that RKJS is not in material breach thereof),
RKJS will be entitled to (i) a breakup fee in the amount of $1
million, consisting of $250,000 due from FMAR and $750,000 due
from the Bank, and (ii) reimbursement of the actual fees and
expenses incurred by RKJS and the Investors in connection with the
M&A Transaction, up to an amount of $1.75 million ((i) and (ii)
referred to herein as the 'Stalking Horse Bidder Fee')."

The minimum overbid must be at least $250,000 more than the
aggregate sum of the purchase price and the stalking horse bidder
fee.

                   About First Mariner Bancorp

First Mariner Bancorp, the holding company for Maryland community
bank 1st Mariner, filed for Chapter 11 bankruptcy on Feb. 10,
2014, in order to sell its bank subsidiary, 1st Mariner Bank, to a
new bank formed by investors.  The case is In re First Mariner
Bancorp, Case No. 14-11952 (D. Md.) before Judge David E. Rice.


The Debtor's bankruptcy counsel if KRAMER LEVIN NAFTALIS & FRANKEL
LLP.  The Debtor's local counsel is Lawrence Joseph Yumkas, Esq.,
at YUMKAS, VIDMAR & SWEENEY, LLC, in Annapolis, Maryland.  The
Debtor's regulatory and corporate counsel if KILPATRICK TOWNSEND &
STOCKTON LLP.  The Debtor's investment banker and financial
adviser is SANDLER O'NEILL + PARTNERS, L.P.

The Debtor has total assets of $5.45 million and total debts of
$60.52 million.


FISHER ISLAND: Bankruptcy Judge Approves Plan
---------------------------------------------
Brian Bandell, writing for South Florida Business Journal,
reported that U.S. Bankruptcy Judge A. Jay Cristol approved a plan
by a company in Chapter 11 to pursue a residential project on
wealthy Fisher Island.

According to the report, the order by the judge on Feb. 11 allows
Fisher Island Investments to fully pursue development of the
Palazzo del Sol and Palazzo del Luna projects despite the ongoing
bankruptcy case and a foreclosure lawsuit in county court.

Fisher Island Investments was thrown into bankruptcy court by an
involuntary Chapter 11 filing by several alleged creditors in
2011, the report related.  The case has been delayed by ownership
disputes but those issues have apparently been resolved and the
court declared that the officers and directors of Fisher Island
Investments are Roberto Sosa, Mark Hauf and Yves Baumann.

They will seek to line up development of the residential project
on the north side of the island off Miami Beach and to refinance
the $139.7 million mortgage that fell into foreclosure, the report
further related.

The foreclosure sale date is still scheduled for March 12 but it
could be moved or canceled if development talks progress, the
report added.

                  About Fisher Island Investments

Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700
NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary
Chapter 11 petition against Miami Beach, Florida-based Fisher
Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on
March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Petitioning creditors are represented by Craig A. Pugatch, Esq.,
and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller,
P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301.

John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A.
Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez &
Castillo, P.A., represent Alleged Debtor Fisher Island
Investments, Inc., as counsel.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases.  Greenberg
Traurig, P.A., serves as counsel for the examiner while Leshaw
Law, P.A., is the co-counsel.


FREESEAS INC: Broadbill No Longer a Shareholder
-----------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Broadbill Investment Partners, LLC, and
Broadbill Partners GP, LLC, disclosed that as of Dec. 31, 2013,
they have ceased to be the beneficial owner of more than 5 percent
of the common shares of FreeSeas Inc.  Broadbill previously
reported beneficial ownership of 648,232 shares as of Dec. 31,
2012.  A copy of the regulatory filing is available for free at:

                         http://is.gd/uwZdmZ

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  As of Sept. 30, 2013, the Company had $107.35
million in total assets, $106.63 million in total liabilities, all
current, and $711,000 in total shareholders' equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


GGW BRANDS: 'Girls Gone Wild' Being Sold for $1.83 Million
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the "Girls Gone Wild" video franchise and its assets
will be sold for $1.83 million unless a better offer surfaces at
an auction on April 11.

According to the report, the company's trustee R. Todd Neilson
filed papers to set up a hearing on Feb. 20 in U.S. Bankruptcy
Court in Los Angeles for approval of auction and sale procedures.
If the judge goes along, competing bids will be due April 8. The
hearing to approve the sale will occur on April 23.

The buyer isn't affiliated with founder Joe Francis, the report
said.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.

GGW Marketing, LLC, GGW Brands' affiliate, filed a voluntary
Chapter 11 petition on May 22, 2013, before the United States
Bankruptcy Court Central District Of California (Los Angeles).
The case is assigned Case No.: 13-23452.  Martin R. Barash, Esq.,
and Matthew Heyn, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP,
in Los Angeles, California, represent GGW Marketing.


GREGORY CANYON: Consents to Chapter 11 Case
-------------------------------------------
James Simmons, in his capacity as sole manager of Gregory Canyon
Ltd., notifies the U.S. Bankruptcy Court for the Southern District
of California, that GCL consents to the entry of an order for
relief commencing a case under Chapter 11 of the Bankruptcy Code.

Richard Marcus Profit Sharing Plan, Irwin Heller and Capital
Foresight Limited Partnership filed an involuntary Chapter 11
petition against GCL on Feb. 12, 2014.  Each of the Petitioning
Credit is a holder of a promissory note evidencing a claim against
GCL.  The claims of the Petitioning Creditors aggregate more than
$10,000 in excess of the value of any collateral securing those
claims.  Mr. Simmons agreed that GCL is generally not paying its
debts as they become due.  The petitioning creditors are allegedly
owed: Capital Foresight ($428,000), Irwin Heller ($1.55 million)
and Richard Marcus Profit Sharing Plan (owed $453,000).

The petitioning creditors are represented by attorneys at DSR &
Associates, P.C., in San Diego.

The involuntary petition (Bankr. S.D. Cal. Case No. 14-00983) was
filed Feb. 12, 2014.  Chief Judge Laura S. Taylor is assigned to
the case.


GULFCO HOLDING: PE Firm Balks at Probe Request in Chapter 11
------------------------------------------------------------
Law360 reported that Prospect Capital Corp., a major creditor in
oil drilling equipment holding company Gulfco Holding Corp.'s
bankruptcy, decried the debtor's request for an investigation of
the lender, arguing the probe is just a fishing expedition for
information to support "baseless allegations."

According to the report, in an objection before the Delaware
bankruptcy court, Prospect contends that Gulfco's request for an
examination under rule 2004 of the Bankruptcy Code is just a way
to gather data for the adversary action it lodged in late January.

As previously reported by The Troubled Company Reporter, Gulfco
lodged an adversary action in its case, claiming its Chapter 11
filing stems from secured creditor Prospect's "scheme to steal"
its nondebtor operating affiliate Gulf Coast Machine & Supply Co.

In the complaint filed in the Delaware bankruptcy court, Gulfco
said it had borrowed about $42 million from Prospect in order to
buy Texas-based Gulf Coast for $72 million at a blind auction in
2012.  Prospect Capital has pushed for the Chapter 11 case to be
thrown out, five days after the debtor accused it of plotting "to
steal" a nondebtor operating affiliate.  Prospect alleges that
Gulfco filed its case in bad faith because the situation is really
just a two-party dispute that's been improperly cloaked as a
Chapter 11 case.

                       About Gulfco Holding

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

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

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

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

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


HALLWOOD GROUP: Merger Consideration Hiked to $13.00 Per Share
--------------------------------------------------------------
Plaintiff Gary L. Sample, defendants The Hallwood Group
Incorporated, Anthony J Gumbiner, Charles A. Crocco, Jr., Amy H.
Feldman, Michael R. Powers, Hallwood Financial Limited, and HFL
Merger Corporation, who are the parties to the derivative action,
entered into a stipulation of settlement, subject to the approval
of the Court of Chancery of the State of Delaware.

As reported by the TCR on June 10, 2013, Hallwood Group, Hallwood
Financial Limited ("Parent"), and HFL Merger Corporation, a wholly
owned subsidiary of the Parent ("Merger Sub"), entered into an
Agreement and Plan of Merger on June 4, 2013.  The Merger
Agreement provides that Merger Sub will merge with and into the
Company, with the Company continuing as the surviving corporation
and a wholly owned subsidiary of Parent.

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

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

Hallwood Trust and Anthony Joseph Gumbiner disclosed that as of
Feb. 7, 2014, they beneficially owned 1,001,575 shares of common
stock of The Hallwood Group Incorporated representing 65.7 percent
of the shares outstanding.

A copy of the regulatory filing is available for free at:

                        http://is.gd/yKRHwL

                        About Hallwood Group

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

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

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

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

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

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


HARRIS AGENCY: Nevada Court Rules on Archway Insurance Suit
-----------------------------------------------------------
ARCHWAY INSURANCE SERVICES, LLC, et al., Plaintiff(s) v. JAMES
HARRIS, et al., Defendant(s), No. 2:11-CV-1173 JCM (CWH) (D.
Nev.), arises out of the financing and purchase of The Harris
Agency -- THA -- an insurance business, and was originally filed
in the Eastern District of Pennsylvania.  Defendants James Harris
and Greg Harris are father and son, respectively.  Both James
Harris and Greg Harris are insurance producers.  THA was the
employer of James and Greg Harris for several years through 2010.

THA was owned by plaintiff Nevada Investment Partners, which was
formed for the purpose of owning THA and was owned by the same
group of persons who are the principals of the plaintiff-entities
in this case.  The other plaintiffs in the lawsuit are Archway
Insurance Services; Union One Insurance Group; and Trinity Capital
Management Group.

Prior to his employment with THA, James Harris worked for an
insurance agency called Brown & Brown Insurance of Nevada, Inc. In
July 2007, James Harris discussed with Brown & Brown the
possibility of joining his son, Greg, at THA.  James Harris later
left Brown & Brown.  In response, Brown & Brown filed suit against
defendants James and Greg Harris in Nevada state court for
diverting its book of business in violation of its non-compete
agreements with Brown & Brown.  Thereafter, the parties agreed to
engage in mediation to discuss THA's possible purchase of the
Brown & Brown book of business James Harris had been handling.
The book of business focused on commercial accounts largely in the
construction industry in Las Vegas, Nevada.

While in discussions about the purchase of the book of business
from Brown & Brown, James Harris requested that a loan be made to
Dianne Curry, a current or proposed employee of the Harris Agency,
for her use in purchasing a house.

The Plaintiffs allege James Harris stated he would repay the
$25,000.  The Plaintiffs claim Harris represented he was unable to
loan the money directly because he was on the board of the bank,
and was thus not able to make personal loans for real estate
transactions.

In response to the request, plaintiff Union One sent $25,000 to
THA to be used to pay Ms. Curry.

During negotiations over the book of business at Brown & Brown, a
production report dated June 22, 2007 was created for the book.
The production report showed an annual revenue of $3.2 million.
On Oct. 18, 2007, the defendants and Brown & Brown signed a
settlement agreement that was filed with the Eighth Judicial
District Court of Clark County, Nevada.  In the settlement, THA
agreed to purchase Brown & Brown's book of business for $5.25
million.  THA, by funding obtained through lenders, was to pay
Brown & Brown in three installments: 50% (or $2,625,000) to be
paid after execution; and two payments of 25% ($1,312,500) each
due to be made later.

By October 2008, the end of the first year of operations after the
purchase, the revenue from the book of business of James Harris
was approximately $1,400,000 less than the $3,200,000 that had
been represented.  The amount of revenue generated from the book
of business was insufficient to repay the loans.

As a result, THA filed a Chapter 11 petition on Jan. 20, 2009, in
the bankruptcy court in the Eastern District of Pennsylvania. As
the bankruptcy was pending, Greg Harris filed a motion to appoint
a Chapter 11 trustee to manage THA.  On June 10, 2010, that court
entered an order granting the motion to appoint a Chapter 11
trustee to manage THA.  After the trustee was appointed, he made
attempts to sell the THA book of business to various parties.

Greg Harris reached an agreement with the trustee for the purchase
and sale of the THA book of business to Greg Harris.

On Oct. 28, 2010, the bankruptcy court held an evidentiary hearing
and granted the trustee's motion to approve the sale of THA's
assets to Greg Harris.  THA's book of business included the Brown
& Brown book of business that THA had purchased at the conclusion
of the 2007 lawsuit filed by Brown & Brown.

The next day, the plaintiffs filed the present lawsuit against
defendants in the Eastern District of Pennsylvania.  Upon motion
of all of the defendants, the portion of the case relating to
defendants James Harris, Harris Consulting Services, Inc. and
Gregory Harris, was transferred to the Nevada court, and the
portion relating to various bank defendants was transferred to the
United States District Court for the District of Kansas. Only
counts one and two of the complaint for fraud and breach of
contract are being litigated in this district.

Presently before the court are the Plaintiffs' motion to
voluntarily dismiss a portion of count II of the complaint; the
second motion for summary judgment filed by Defendants James
Harris, Harris Consulting Services, and Gregory Harris; and the
plaintiffs' motion to dismiss the defendants' counterclaims.

The Defendants assert that the complaint is a violation of the
bankruptcy court's order enjoining claims by THA against
defendants.  The Defendants seek injunctive relief that enjoins
plaintiffs from engaging in "further interferences with the
bankruptcy court order, the sale, and the injunction entered by
the bankruptcy court."

In a Feb. 18 Order available at http://is.gd/MmJXP5from
Leagle.com, District Judge James C. Mahan held that the Court is
without subject matter jurisdiction to hear this claim.  The court
cannot enforce an alleged violation of the Bankruptcy Court's
injunction.

The defendants are not seeking to determine the res judicata
effect of the bankruptcy court's order, but rather are seeking
relief to enforce that order. However, this is not the proper
forum to seek such relief, the Court said.  Hence, the Defendants'
third counterclaim is dismissed.

Judge Mahan ruled that:

     -- the plaintiffs' motion for voluntary dismissal of the
        portion of their second cause of action for breach of
        contract is granted;

     -- the defendants' motion for summary judgment is granted;

     -- the plaintiffs' motion to dismiss defendants'
        counterclaims is granted.

                        About Harris Agency

The Harris Agency, LLC, is an insurance agency which services
predominantly commercial business insurance needs.  In 2005,
Nevada Investment Partners, LLC formed to acquire Harris' business
from its then owner, Brown & Brown Insurance of Nevada, Inc.  The
membership interests in NIP were held by Randall Siko, Eric K.
Bossard, Debra Agnew, and Fred Milbert.  The members, or most of
them, also have formed these entities, which are thus related to
the Debtor: Alliance Insurance Services, LLC, Archway Insurance
Services, LLC, and Union One Insurance Group, LLC.

Harris Agency filed for Chapter 11 (Bankr. E.D. Pa. Case No.
09-10384) on Jan. 20, 2009, listing under $500,000 in assets and
$1 million to $10 million in debts.

The Debtor filed a proposed Plan of Reorganization and Disclosure
Statement on Sept. 8, 2009.  The Plan and Disclosure Statement
were withdrawn on Nov. 4, 2009.  Pursuant to the Plan, Archway was
to contribute $110,000 in new equity in exchange for receiving 50%
of the equity interest in the reorganized debtor, without waiving
its right to payment on its unsecured claim.  Trinity Capital
Management Group, LLC., a separate company owned by James Agnew,
was to have its $109,500 secured claim for a post-petition loan
satisfied in consideration for receiving the other 50% equity
interest in the reorganized debtor.  Upon completion of the Plan,
Randall Siko, Eric Bossard and James Agnew were to act as officers
and directors of the Debtor.  The Plan calls for the secured debt
of a consortium of banks to be paid in full.  The Plan did not
contemplate any payment of a $2,924,125 loan from Brooke Credit
Corporation from any of the Debtor's co-obligors.


HAWKER BEECHCRAFT: Whistleblowers Contest Discharge Of Claims
-------------------------------------------------------------
Law360 reported that former employees of a Hawker Beechcraft Corp.
subcontractor urged a New York federal judge to revive their
complaint over whether their $2.3 billion in whistleblower claims
were discharged by Hawker's Chapter 11 plan, contending a
bankruptcy court erred in dismissing the complaint as untimely.

According to the report, Donald Minge and David Kiehl, relators in
a seven-year-old False Claims Act suit alleging Hawker sold the
U.S. military shoddy airplanes, are appealing U.S. Bankruptcy
Judge Stuart M. Bernstein's July 2013 ruling that those claims
were discharged in the turnaround plan.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee's
financial advisor is FTI Consulting, Inc.

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WSJ the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.

Beechcraft Corp., formerly Hawker Beechcraft, on Feb. 19, 2013,
disclosed that it has formally emerged from the Chapter 11 process
as a new company well-positioned to compete vigorously in the
worldwide business aviation, special mission, trainer and light
attack markets.  The company's Joint Plan of Reorganization was
approved by the Bankruptcy Court on Feb. 1, and became effective
on Feb. 15.


HDOS ENTERPRISES: Taps Friedman Law Group as Attorney
-----------------------------------------------------
HDOS Enterprises asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Friedman Law Group
P.C. as its attorney.

The Debtor tells the Court that it requires the advice and
assistance of the firm in connection with the case and
administration of its Chapter 11 estate.  Among other things, the
firm is expected to:

  a) advise the Debtor concerning its rights and remedies in
     connection with the estate's assets and the claims of
     creditors;

  b) assist and advise the Debtor in the preparation of its
     schedules, statements, list and other disclosure documents;

  c) examine witnesses, claimants or adverse parties as the case
     may require;

  d) prepare and assist in the preparation of reports, accounts,
     applications, motions and orders; and

  e) assist the Debtor in the formulation, preparation and
     execution of a program to maximize the value of the assets of
     the estate.

The Debtor says it paid the firm a retainer fee of $150,000, of
which $31,000 was applied to the petition date to defray fees and
costs and fees incurred before the case was commenced.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of the Bankruptcy Code.

                     About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq. -- sbiegenzahn@jbflawfirm.com --
and Michael D. Sobkowiak, Esq. -- msobkowiak@jbflawfirm.com -- at
FRIEDMAN LAW GROUP, P.C., in Los Angeles, California.

The Debtor said assets range from $10 million to $50 million, and
debts from $1 million to $10 million.

The petition was signed by Dan Smith, president and CEO.


HDOS ENTERPRISES: Wants to Hire A&G as Real Estate Consultant
-------------------------------------------------------------
HDOS Enterprises asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ A&G Realty Partner
LLC as its real estate consultant.

The firm is expected to represent the Debtor in connection with
the analysis of the remaining unexpired commercial leases to which
the Debtor was a party at the time the case was commenced.  The
firm will negotiate with certain of the Debtor's landlords
regarding the terms of the assumption of certain of the leases.

The Debtor tells the Court that, for each successful renegotiation
of the monetary terms of any leases, it agrees to pay the firm a
consultant's fee of $1,000 plus 7.5% of occupancy cost savings for
the remainder of the current term of the leases and any term
extension and option term exercised as part of the lease
renegotiation.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of the Bankruptcy Code.

                     About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D.
Cal.).  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.

The Debtor said assets range from $10 million to $50 million and
debts from $1 million to $10 million.

The petition was signed by Dan Smith, president and CEO.


HORIZON LINES: Beach Point Holds 12.8% Equity Stake
---------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Beach Point Capital Management LP and
Beach Point GP LLC disclosed that as of Dec. 31, 2013, they
beneficially owned 5,005,397 shares of common stock of Horizon
Lines, Inc., representing 12.87 percent of the shares outstanding.
Beach Point previously reported beneficial ownership of 3,954,309
shares as of Dec. 31, 2012.  A copy of the regulatory filing is
available for free at http://is.gd/E0Cxy7

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

Horizon Lines reported a net loss of $94.69 million for the
fiscal year ended Dec. 23, 2012, a net loss of $229.41 million for
the year ended Dec. 25, 2011, and a net loss of $57.96 million for
the year ended Dec. 26, 2010.

The Company's balance sheet at Sept. 22, 2013, showed $642.85
million in total assets, $675.01 million in total liabilities and
a $32.16 million total stockholders' deficiency.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HOUSTON REGIONAL: Astros Have Duties to Bankrupt Network
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Major League Baseball's Astros, one of three owners
of the Houston Regional Sports Network LP, can't render the
network's reorganization futile by violating fiduciary duties to
it, U.S. Bankruptcy Judge Marvin Isgur said on Feb. 12.

According to the report, Judge Isgur's 24-page opinion explained
his decision the day before granting an involuntary Chapter 11
petition filed against the network by its other two owners,
Comcast Corp. and the Houston Rockets of the National Basketball
Association.

Unable to oppose the involuntary petition directly, the Astros
argued that a successful reorganization would be futile because
the ball club would use its veto power to reject any plan. Judge
Isgur rebutted the argument on several grounds, the report said.

First, he said that Jim Crane, the Astros' owner, testified he
would support a viable plan and one could be constructed, the
report related.  On that basis, bankruptcy isn't futile, Judge
Isgur said.

The Astros argued that state law and the partnership agreement
absolved them of fiduciary duties to the network, thus allowing
them to veto a plan even though it may be in the best interest of
the network, the report further related.  Judge Isgur met that
argument head on, saying no case law allows those who control a
bankrupt company to violate fiduciary duties to it, whatever state
law may say.

               About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.

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

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


INDUSTRIAL SERVICES: Finalizes Credit Facility Amendment Terms
--------------------------------------------------------------
Industrial Services of America, Inc., a company that buys,
processes and markets ferrous and non-ferrous metals and other
recyclable commodities for domestic users and export markets and
offers programs and equipment to help businesses manage waste, on
Feb. 24 disclosed that it has finalized the terms of an amendment
to its credit facility with Fifth Third Bank.

With this amendment, ISA will reclassify $13,668,900 of current
debt to long-term debt, improving the company's liquidity ratios
and freeing up more cash to operate the business. The amendment
features other important improvements, including:

All of these changes provide ISA with enhanced near-term
liquidity.  The amendment is part of a more comprehensive
refinancing which ISA expects to complete soon, and which the
company anticipates will bring it current with all of its
suppliers.  Fifth Third has waived the company's previous defaults
under the credit agreement.

In addition to amending its primary credit facility, following the
filing of ISA's Form 10-Q for the third quarter of 2013 on
January 10, 2014, NASDAQ issued a letter to ISA affirming that ISA
regained compliance with the NASDAQ periodic filing requirement.

Sean Garber, ISA's President, commented, "We are pleased to have
regained compliance with both Fifth Third and NASDAQ.  This is the
first step in a larger restructuring process that will establish a
sound financial foundation and lean operating profile for ISA.  We
are proceeding quickly but methodically toward our goal of
complete operational turnaround.  Our team has pulled together and
is working hard.  With this collective effort, ISA will soon be
properly positioned to take advantage of the numerous growth
opportunities we see ahead of us."

                           About ISA

Headquartered in Louisville, Kentucky, Industrial Services of
America, Inc. -- http://www.isa-inc.com-- is a publicly traded
company whose core business is buying, processing and marketing
scrap metals and recyclable materials for domestic users and
export markets.  Additionally, ISA offers commercial, industrial
and business customers a variety of programs and equipment to
manage waste.


INFUSYSTEM HOLDINGS: Annual Meeting of Stockholders on May 8
------------------------------------------------------------
InfuSystem Holdings, Inc., will hold its 2014 annual meeting of
stockholders on May 8, 2014, at 10:00 a.m. Eastern Time at the
Company's offices at 31700 Research Park Drive, Madison Heights,
Michigan 48071.

Shareholders of record of InfuSystem common stock at the close of
business on March 14, 2014, are entitled to notice of, and to vote
at, the meeting.  The Company expects the notice of the Annual
Meeting and Definitive Proxy Statement will be mailed to
stockholders on or about April 8, 2014.  In addition, the
Definitive Proxy Statement and 2013 Annual Report will also be
available online at www.infusystem.com on the Investors page under
the IR Calendar on or after April 8, 2014.

Because the expected date of the 2014 Annual Meeting represents a
change of more than 30 days from the anniversary of the Company's
2013 annual stockholders' meeting, the Company has set a new
deadline for the receipt of stockholder proposals submitted
pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as
amended, for inclusion in the Company's proxy materials for the
2014 Annual Meeting.  In order to be considered for inclusion,
those proposals must be received in writing by the Company before
the close of business on March 7, 2014.

Proposals must also comply with the applicable requirements of
Rule 14a-8 of the Exchange Act regarding the inclusion of
stockholder proposals in Company-sponsored proxy materials and
other applicable laws.  The March 7, 2014, deadline will also
apply in determining whether notice of a stockholder proposal is
timely for purposes of exercising discretionary voting authority
with respect to proxies under Rule 14a-4(c)(1) of the Exchange
Act.

Additionally, in order for a stockholder to bring business before
the 2014 Annual Meeting outside of Rule 14a-8 of the Exchange Act
or to nominate a director, it must provide timely notice within
the applicable time period set forth in the advance notice
provisions of the Company's Bylaws.  The Bylaws provide that the
Secretary of the Company must receive written notice at the
principal executive offices of the Company no earlier than 90 days
(Feb. 7, 2014) and no later than 60 days (March 9, 2014) prior to
the date of the 2014 Annual Meeting, and the stockholder must
otherwise comply with the requirements set forth in the Bylaws.
Because March 9, 2014, is a Sunday, the Secretary of the Company
must receive written notice before 5:00 p.m. Eastern Time on
March 7, 2014.

Any stockholder proposal for inclusion in the Company's proxy
materials, notice of proposed business to be brought before the
2014 Annual Meeting, or director nomination should be sent to the
Company's Secretary at the Company's principal executive offices
located at 31700 Research Park Drive, Madison Heights, Michigan
48071.

                     About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012,
a net loss of $45.44 million in 2011 and a net loss of $1.85
million in 2010.  The Company's balance sheet at Sept. 30, 2013,
showed $76.39 million in total assets, $34.77 million in total
liabilities and $41.62 million in total stockholders' equity.


INFUSYSTEM HOLDINGS: Austin Marxe Stake at 5.3% as of Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Austin W. Marxe, David M. Greenhouse and Adam
C. Stettner disclosed that as of Dec. 31, 2013, they beneficially
owned 1,170,602 shares of common stock of Infusystem Holdings Inc.
representing 5.3 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/pQs6cX

                      About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012,
a net loss of $45.44 million in 2011 and a net loss of $1.85
million in 2010.  The Company's balance sheet at Sept. 30, 2013,
showed $76.39 million in total assets, $34.77 million in total
liabilities and $41.62 million in total stockholders' equity.


INTEGRATED BIOPHARMA: Posts $397,000 Net Income in Dec. 31 Qtr.
---------------------------------------------------------------
Integrated Biopharma, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $397,000 on $8.78 million of net sales for the three
months ended Dec. 31, 2013, as compared with net income of
$817,000 on $7.39 million of net sales for the same period during
the prior year.

For the six months ended Dec. 31, 2013, the Company reported net
income of $695,000 on $17.97 million of net sales as compared with
a net loss of $155,000 on $15.87 million of net sales for the same
period a year ago.

As of Dec. 31, 2013, the Company had $11.76 million in total
assets, $21.36 million in total liabilities and a $9.59 million
total stockholders' deficiency.

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

                        http://is.gd/uJtvcE

                      About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/-- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

"At June 30, 2013, we had cash of approximately $55,000 and a
working capital deficit of approximately $2.5 million.  Our
working capital deficit includes (i) $4.5 million outstanding
under our revolving line of credit which is not due until July
2017, but is classified as current due to a subjective
acceleration clause that could cause the advances to become
currently due and (ii) $0.3 million in long term debt which is
also classified as current due to a prepayment provision in
connection with our term loan with PNC Bank, National Association.
These factors have raised substantial doubt as to our ability to
continue as a going concern in previous years and we may continue
to generate net losses for the foreseeable future.  Although we
were able to achieve profitability, we did not do so until the
fourth quarter of our fiscal year ended June 30, 2013.  We cannot
assure that we will remain profitable, although we have taken
several actions to correct the continued losses, including
reducing our selling and administrative expenses by approximately
$3.7 million or 46% and refinancing our debt to, among other
things, provide for a maturity of 5 years, with approximately 4
years remaining as of June 30, 2013," the Company said in its
annual report for the year ended June 30, 2013.


INTERLEUKIN GENETICS: Extends Clematis Lease Until 2017
-------------------------------------------------------
Interleukin Genetics, Inc., entered into the Second Amendment to
Commercial Lease with Clematis, LLC, which amends that certain
Commercial Lease, dated as of Feb. 13, 2004, by and between the
Company and the Lessor, as amended on Nov. 18, 2008.  The Second
Amendment, among other things, extends the term of the lease from
March 31, 2014, to March 31, 2017, and reduces the amount of space
under the lease by approximately 6,011 square feet, which was the
space that the Company had sublet to a third party since April
2010.

A copy of the Second Amendment is available for free at:

                         http://is.gd/PifNik

                         About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Interleukin Genetics disclosed a net loss of $5.12 million in
2012, as compared with a net loss of $5.02 million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $10.12
million in total assets, $3.09 million in total liabilities and
$7.03 million in total stockholders' equity.

Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred a net loss of $5,120,084 during the year
ended December 31, 2012, and as of that date, the Company's total
liabilities exceeded its total assets by $13,623,800.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.

                        Bankruptcy Warning

"We have retained a financial advisor and are actively seeking
additional funding, however, based on current economic conditions,
additional financing may not be available, or, if available, it
may not be available on favorable terms.  In addition, the terms
of any financing may adversely affect the holdings or the rights
of our existing shareholders.  For example, if we raise additional
funds by issuing equity securities, further dilution to our then-
existing shareholders will result.  Debt financing, if available,
may involve restrictive covenants that could limit our flexibility
in conducting future business activities.  We also could be
required to seek funds through arrangements with collaborators or
others that may require us to relinquish rights to some of our
technologies, tests or products in development.  Our common stock
was delisted from the NYSE Amex in 2010 and is currently trading
on the OTCQBTM.  As a result, our access to capital through the
public markets may be more limited.  If we cannot obtain
additional funding on acceptable terms, we may have to discontinue
operations and seek protection under U.S. bankruptcy laws,"
the Company said in its quarterly report for the ended March 31,
2013.


INVESTORS CAPITAL: Case Dismissal Hearing Continued to March 25
---------------------------------------------------------------
U.S. Bankruptcy Judge Joan Lloyd will continue on March 25 the
hearing to consider PBI Bank, Inc.'s motion to dismiss the Chapter
11 case of Investors Capital Partners II LP, or to convert the
case to Chapter 7 liquidation.

In proposing for the dismissal of the case, PBI Bank, a creditor
of Investors Capital, cited the company's significant financial
losses as well as its inability to propose a confirmable plan.
The bank also alleged the bankruptcy case was filed in bad faith.

Judge Lloyd on Feb. 4 denied the Chapter 11 plan proposed by
Investors Capital, and terminated as moot its motion regarding
certain plan modifications and clarifications.

                    About Investors Capital II

Brentwood, Tennessee-based Investors Capital Partners II, LP and
two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case
Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19,
2012.

ICP II estimated assets of at least $10 million and liabilities of
less than $10 million.  It owns a 35-acre commercial development
near Glasgow, Kentucky. The ICP II property is home to a Marquee
Cinema, Dollar Tree, and Aaron's Rents and also consists of seven
parcels of undeveloped land.

Debtor-affiliate Investors Capital Partners I, LP owns multiple
parcels of undeveloped land near Nolensville, Tennessee.
Investors Land Partners II, LP owns partially developed land,
consisting of six adjoining parcels of real property, near
Nashville, Tennessee.

Laura Day DelCotto, Esq., and Amelia Martin Adams, Esq., at
DelCotto Law Group, PLLC, represent the Debtor as counsel.

In court filings, the Debtors said their lenders have attempted to
foreclose against the Debtors' assets, and the Debtors have been
unable to reach agreements with their lenders that would allow the
Debtors to reorganize their debts in an orderly manner; thus, the
Debtors have little option except for the development of a joint
plan to reorganize operations and restructure debts for the
benefit of all creditors and parties in interest.


IRISH BANK: Urges Bankruptcy Approval of $5.8-Mil. Tampa Deal
-------------------------------------------------------------
Law360 reported that Irish Bank Resolution Corp. urged a Delaware
bankruptcy judge to bless a $5.75 million deal with the Tampa Port
Authority that would wind up its involvement in Channelside Bay
Plaza in Tampa, Fla., while a real estate developer argued the
court should instead consider its own higher offer.

According to the report, IBRC holds the loan its predecessor Anglo
Irish Bank issued to the plaza's leaseholder, and the agreement
with the TPA represents the best deal for that asset, attorney Van
C. Durrer II said at a hearing.

As previously reported by The Troubled Company Reporter, the
settlement agreement provides for the assignment of (i) IBRC's
interest in March 23, 2006 note in the amount of $27,000,000, (ii)
the mortgage securing the note, and (ii) the assignment of leases
given by Channelside Bay Mall, LLC, as the lessee of the
Channelside Bay Plaza, located at 615 Channelside Drive, in Tampa,
Florida, given to Anglo Irish Bank Corporation Limited, the
predecessor of IBRC.  The settlement also provides mutual releases
of both parties from all claims held by either party against the
other.  As consideration and payment for assignment of the Note,
the Mortgage and the Assignment of Leases, the Port agrees to pay
$5,750,000 to IBRC.

                   About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.


J. CREW: Moody's Assigns B1 Rating on Proposed $1.57BB Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to J. Crew Group,
Inc.'s ("J. Crew") proposed $1.57 billion secured term loan due
2021. Moody's also affirmed Chinos Intermediate Holdings A, Inc.'s
(the indirect parent company of J. Crew) Corporate Family Rating
at B2. The rating outlook remains negative. The rating assigned is
subject to receipt and review of final documentation.

Proceeds from the new term loan will be used to refinance J.
Crew's existing $1.17 billion secured term loan due 2018 and to
fund the redemption of its outstanding $400 million senior
unsecured notes due 2019. Moody's anticipates it will withdraw the
Ba3 rating assigned to the existing $1.17 billion secured term
loan due 2018 and the B3 rating assigned to the $400 million
senior unsecured notes due 2019 upon successful conclusion of the
proposed financing.

The transaction is considered a credit positive for J. Crew. While
the transaction is leverage neutral, conclusion of the proposed
transaction will lengthen the company's debt maturity profile, and
is also expected to reduce ongoing cash interest costs for the
company.

The affirmation of the company's B2 Corporate Family Rating
reflects the company's still high leverage with rent-adjusted
debt/EBITDA expected to be around 6.4 times as of the end of the
company's recently concluded fiscal year end. The company's
earnings have shown improvement in the second half which Moody's
consider a good accomplishment considering the highly promotional
environment. However leverage remains high following the company's
approximate $500 million debt financed dividend paid in late 2013.

The following ratings were affirmed:

Chinos Intermediate Holdings A, Inc.

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$500 million Senior PIK toggle notes due 2019 at Caa1 (LGD 6, 92%)

Speculative Grade Liquidity Rating at SGL-1

J. Crew Group, Inc.

The following rating was assigned:

$1.57 billion term loan B due 2021 at B1 (LGD 3, 39%)

The following ratings were affirmed and expected to be withdrawn
upon conclusion of the refinancing:

$1.17 billion term loan B due 2018 at Ba3 (LGD 3,31%)

$400 million senior unsecured notes due 2019 at B3 (LGD 5, 73%)

Ratings Rationale

J.Crew's B2 Corporate Family Rating reflects its high debt burden
from its 2011 LBO by investment funds affiliated with TPG Capital,
L.P. ("TPG") and Leonard Green & Partners, L.P. ("Leonard Green")
along with certain members of the executive management team and
the company's aggressive financial policies evidenced by its
recent $500 million debt-financed distribution. Moody's adjusted
leverage is around 6.4 times and interest coverage is around 1.6
times. The rating is also constrained by J.Crew's relatively small
scale and high business risk as a specialty apparel retailer,
which exposes the company to potential performance volatility as a
result of fashion risk or changes in consumer spending. The rating
is supported by J.Crew's solid merchandising skills as reflected
by its consistent track record of sales and earnings growth,
credible market position in the highly fragmented specialty
apparel retailing segment, very well recognized lifestyle brand,
and its strong margins relative to peers. The company's very good
liquidity profile partly mitigates its high leverage.

The negative outlook reflects the company's more constrained
financial flexibility following the recent debt financed
distribution. There is limited ability for the company to see
continued negative trends in EBITDA, as was evident in the first
half of 2013. Moody's note the company achieved a recovery in
EBITDA in the second half of fiscal 2013 despite a very
promotional season, and this will need to be sustained in the face
of a challenging consumer environment.

Ratings could be lowered if the positive trends seen in the second
half of 2014 were to reverse, such that it was unlikely the
company would be able to restore debt/EBITDA below 6 times over
the next 12-18 months. In view of the elevated leverage there is
no capacity for any erosion to the company's very good liquidity
profile or for any more aggressive financial policies, such as
utilizing the company's liquidity for further shareholder
distributions. Specific metrics include Debt/EBITDA sustained
above 6.0 times or interest coverage being sustained below 1.5
times.

In view of the aggressive financial policies under its current
owners, ratings are unlikely to be upgraded in the near to
intermediate term. Over time ratings could be upgraded if J. Crew
continues to realize good returns on growth investments with
consistent positive annual free cash flow, while demonstrating the
ability and willingness to achieve and maintain debt/EBITDA below
5.0 times and interest coverage above 2.0 times. The rating
outlook could be revised to stable if debt/EBITDA moves below 6
times and interest coverage exceeded 1.75 times while maintaining
a very good liquidity profile. Moody's estimate that debt/EBITDA
would be around 6x if EBITDA (as calculated by the company) was
around $420 million, holding debt balances constant at year-end
fiscal 2013 levels.

The principal methodology used in this rating was the Global
Retail Industry published in June 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.

J.Crew Group, Inc. is a multi-channel retailer of women's, men's
and children's apparel, shoes and accessories. As of February 1,
2014, the Company operates 330 retail stores (including 257 J.Crew
retail stores, eight crewcuts stores and 65 Madewell stores),
jcrew.com, jcrewfactory.com, the J.Crew catalog, madewell.com, the
Madewell catalog, and 121 factory stores.


J. CREW: S&P Rates $1.6 Billion Term Loan 'B'
---------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to J. Crew's new $1.6 billion term loan B with a recovery
rating of '4', indicating S&P's expectation of average (30%-50%)
recovery in the event of default.  At the same time, S&P affirmed
all other ratings including the 'B' corporate credit rating.  The
outlook is negative.  According to the company, it will use
proceeds from the new term loan to repay the existing $1.2 billion
term loan and $400 million senior unsecured notes.

"The ratings on J. Crew reflect our assessment of its "fair"
business risk and "highly leveraged" financial risk profiles.  The
business risk profile incorporates our view of its good position
in the highly competitive and volatile specialty retail apparel
segment, good performance trends, and a solid management team,"
said credit analyst David Kuntz.  "However, the company, like many
other specialty apparel retailers, has been subject to periodic
merchandise missteps."

"The negative outlook reflects our view that credit measures will
remain very weak over the next few quarters as a result of the
debt financed sponsor dividend in October 2013.  Additionally, we
believe weak consumer spending and elevated promotional activity
will characterize the apparel retail environment during the next
few quarters.  We forecast that J. Crew's revenues will be
positive, but driven by new store growth as we expect comparable
company sales may be flat.  As a result, we believe there will be
only modest improvement in the company's credit protection
measures over the next 12 months," S&P said.

Downside scenario

S&P could lower the rating if performance erodes because of
meaningfully lower consumer spending or merchandise issues.  A
decrease in sales, margins, or some combination of the two that
results in leverage moderately above 6.0x and interest coverage in
the low-2.0x area, could lead to a downgrade.  Additionally, any
further meaningful dividend activity above $300 million, which
would erode credit protection measures to this level, could have a
negative effect on the rating.

Upside scenario

S&P could revise the outlook to stable if the company is able to
demonstrate stable and consistent performance gains over the next
few quarters while reducing leverage by a moderate amount.  Under
this scenario, revenue growth would be in the low-double digits
supported by new store growth and direct sales and EBITDA margins
would be about 100 basis points above S&P's forecast.  As a
result, leverage would be in the mid-5.0x area and interest
coverage would be approaching 3.0x.  The outcome of the recently
completed holiday season will be an important benchmark.


JACKSONVILLE BANCORP: Sandler O'Neill Holds 7.6% Equity Stake
-------------------------------------------------------------
Sandler O'Neill Asset Management, LLC, and Terry Maltese reported
that as of Dec. 31, 2013, they beneficially owned 243,407 shares
of common stock of Jacksonville Bancorp, Inc., representing 7.66
percent of the shares outstanding.  They previously owned 333,333
common shares as of Dec. 31, 2012.  A copy of the regulatory
filing is available for free at http://is.gd/JXGAd7

                    About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch.  The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.

Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010.  As of Sept. 30, 2013, the Company had $514.54
million in total assets, $481.82 million in total liabilities and
$32.72 million in total shareholders' equity.

"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%.  As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU.  If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes.  Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


JAMES RIVER: Mulls Possible Sale, Amends Credit Facility
--------------------------------------------------------
James River Coal Company said it is exploring and evaluating
potential strategic alternatives for the Company, which may
include a capital investment through debt and/or equity securities
or a sale of all or one or more portions of the Company.

In connection with launching this process, the Company has entered
into an amendment to its Revolving Credit Agreement, which will
provide the Company with continued access to its revolving credit
facility during the strategic review process.  A complete
description of the material terms of the Amendment is available
for free at http://is.gd/u3Muxb

To assist in the process of identifying, evaluating and pursuing
potential strategic alternatives, the Company has engaged Perella
Weinberg Partners LP as restructuring advisor, Deutsche Bank
Securities Inc. as M&A advisor and Davis Polk & Wardwell LLP as
legal advisor.

The Company has not made a decision to pursue any specific
transaction or other strategic alternative, and there can be no
assurance that the exploration of strategic alternatives will
result in the identification or consummation of any transaction.
The Company does not intend to comment further regarding this
process until such time as its Board of Directors has determined
the outcome of the process or otherwise determined that disclosure
is required or appropriate.

A full-text copy of the Second Amendment to Second Amended and
Restated Revolving Credit Agreement, dated Feb. 6, 2014, is
available for free at http://is.gd/lneQyS

                          About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $14.99 million.  James River reported a net loss of
$138.90 million in 2012, as compared with a net loss of $39.08
million in 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $1.06 billion in total assets, $818.69 million in total
liabilities and $247.34 million in total shareholders' equity.

                           *     *     *

In the May 24, 2013, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating to
Caa2 from Caa1.

"While the company continues to take actions to reposition
operations and shore up its balance sheet, we expect external
factors will preclude James River from maintaining credit measures
and liquidity consistent with the Caa1 rating level," said Ben
Nelson, Moody's lead analyst for James River Coal Company.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JAMES RIVER: Silverback Asset Stake at 8.7% as of Dec. 31
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Silverback Asset Management, LLC, and its
affiliates disclosed that as of Dec. 31, 2013, they beneficially
owned 3,444,400 shares of common stock of James River Coal Company
representing 8.7 percent of the shares outstanding.  Silverback
Asset previously reported beneficial ownership of 3,455,400 common
shares as of May 17, 2013.  A copy of the regulatory filing is
available for free at http://is.gd/BWt4aX

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $14.99 million.  James River reported a net loss of
$138.90 million in 2012, as compared with a net loss of $39.08
million in 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $1.06 billion in total assets, $818.69 million in total
liabilities and $247.34 million in total shareholders' equity.

                           *     *     *

In the May 24, 2013, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating to
Caa2 from Caa1.

"While the company continues to take actions to reposition
operations and shore up its balance sheet, we expect external
factors will preclude James River from maintaining credit measures
and liquidity consistent with the Caa1 rating level," said Ben
Nelson, Moody's lead analyst for James River Coal Company.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


KARYL PAXTON DESIGN: Sheriff Directed to Turn Over Seized Assets
----------------------------------------------------------------
Bankruptcy Judge Elizabeth W. Magner granted the request of Karyl
Paxton Design, Inc., for turnover of property and funds seized by
Marlin N. Gusman, Sheriff of Orleans Parish.

On April 16, 2011, Christopher J. Sacco obtained a money judgment
against KPD, Karyl Paxton, and Karyl Paxton Design Studio, L.L.C.
in Orleans Parish Civil District Court in the principal amount of
$1,153,673.  The ruling was affirmed on appeal by the Louisiana
Fourth Circuit Court of Appeal.

On Sept. 16, 2013, Sacco filed a Petition for Garnishment,
Interrogatories and Order against Karyl Paxton, Karyl Paxton
Design Studio, L.L.C., and KPD in Civil District Court for the
Parish of Orleans, case no. 2004-0466.  Also on Sept. 16, 2013,
the Sheriff signed a Notice of Seizure addressed to Savoy.

According to Judge Magner, the Motion for Turnover is granted, and
Sacco must turn over to KPD all KPD property that is in its
possession.  The Court will also direct the Sheriff of Orleans
Parish to turn over all of KPD's property in his possession.
However, because Sacco's Garnishment occurred on Sept. 18, 2013,
and was more than 90 days prior to KPD's filing for bankruptcy
relief on Dec. 20, 2013, Sacco has a lien on the funds or
royalties due to KPD on Sept. 18, 2013, and is entitled to
adequate protection.

A copy of Judge Magner's Feb. 19, 2014 Reasons for Decision is
available at http://is.gd/gpN7JCfrom Leagle.com.

New Orleans-based Karyl Paxton Design, Inc., filed for Chapter 11
bankruptcy (Bankr. E.D. La. Case No. 13-13478) on Dec. 20, 2013.
Judge Jerry A. Brown was assigned to the case.  Wade Iverstine,
Esq., and William E. Steffes, Esq., at Steffes, Vingiello &
Mckenzie, LLC, serve as counsel to KPD.  In its petition, KPD
estimated $100,000 to $500,000 in assets and $1 million to $10
million in liabilities.  The petition was signed by Karyl Pierce
Paxton, president.

On Dec. 27, 2013, Karyl Paxton, as principal of KPD, filed a
personal Chapter 11 bankruptcy petition.


KEMPER CORP: S&P Assigns 'BB' Rating to 40-Yr. Subordinated Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
subordinated debt rating to Kemper Corp.'s (NYSE: KMPR) new
offering of 40-year subordinated notes maturing in 2054.  This
rating reflects the notes' hybrid equity-like features such as a
long maturity date and deep subordination to Kemper's senior
unsecured debt.  S&P treats the subordinated debt as intermediate
equity content.  At the same time, S&P assigned its preliminary
'BBB-' senior debt, 'BB+' subordinated debt, and 'BB' preferred
stock ratings to Kemper's unlimited universal shelf.

S&P expects Kemper to use the net proceeds from the notes for
working capital and general corporate purposes, and probably to
support partial repayment of Kemper's 2015 or 2017 debt
maturities.  Although this issue temporarily increases debt, S&P
expects the company to maintain debt levels consistent with year-
end 2013 in the longer term.

Following this transaction, S&P expects the company's financial
leverage to increase temporarily, but to remain consistent with
our expectations at less than 35% with generally accepted
accounting principles fixed-charge coverage in the 4x-6x range.
S&P expects Kemper's financial leverage to increase to 31% as of
Dec. 31, 2014, from 27% as of Dec. 31, 2013.

RATINGS LIST

Kemper Corp.
Counterparty Credit Rating              BBB-/Stable/--

New Rating
Kemper Corp.
Subordinated notes due 2054             BB
Senior debt                             BBB-(prelim)
Subordinated debt                       BB+(prelim)
Preferred stock                         BB(prelim)


LANDAUER HEALTHCARE: Completes Sale, Changes Name to LMI Legacy
---------------------------------------------------------------
Landauer Healthcare Holdings, Inc., notified the U.S. Bankruptcy
Court for the District of Delaware that it has changed its name to
LMI Legacy Holdings Inc. following the completion of the sale of
substantially all of its assets to an affiliate created by
Quadrant Management Inc.

Quadrant, through LMI DME Holdings LLC, obtained in early January
the Court's approval to purchase the Debtors' assets for $22
million.  A full-text copy of the Asset Purchase Agreement is
available for free at http://bankrupt.com/misc/LANDAUERapa0106.pdf

To resolve the objection raised by the U.S. Government, the Sale
Order provides that the Debtors are not, and will not, assume and
assign or otherwise transfer their provider transaction access
numbers or Centers for Medicare and Medicaid Services enrollment
agreements to the Purchaser.  Moreover, solely to the extent
provided by applicable law, (i) Passaic Healthcare Services, LLC,
(ii) Louis Rocco, and (iii) Saverio Burdi will retain the right to
assert valid and enforceable defenses including without
limitation, recoupment and setoff rights, if any.  Furthermore,
the Purchased Assets will not include any property owned by Airgas
USA, LLC, and the Debtors will make arrangements with Airgas for
the return and removal of any Airgas property.

                     About Landauer Healthcare

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer disclosed $2,978,495 in assets and $53,636,751 in
liabilities as of the Chapter 11 filing.

The Debtors are represented by Justin H. Rucki, Esq., Michael R.
Nestor, Esq., and Matthew B. Lunn, Esq., at Young Conaway Stargatt
& Taylor LLP, in Wilmington, Delaware; John A. Bicks, Esq., at K&L
Gates LLP, in New York; and Charles A. Dale III, Esq., and
Mackenzie L. Shea, Esq., in Boston, Massachusetts.

Carl Marks Advisory Group serves as the Debtor's financial
advisors, and Epiq Systems as claims and notice agent.  Maillie
LLP serves as the Debtors' tax accountants.

The Debtor filed a Chapter 11 restructuring plan that would
transfer ownership of the home medical supply company to Quadrant
Management Inc., whose $22 million bid for the company went
unchallenged.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases.  The Committee retained Landis Rath & Cobb
LLP as counsel.  Deloitte Financial Advisory Services LLP serves
as its financial advisor.


LEHMAN BROTHERS: Judge Peck to Join Morrison & Foerster
-------------------------------------------------------
Morrison & Foerster announced on Feb. 19, 2014, that Hon. James M.
Peck will join the firm as co-chair of its global Business
Restructuring & Insolvency Group, effective March 3, 2014.

During his tenure as U.S. Bankruptcy Judge for the Southern
District of New York, Judge Peck presided over the chapter 11 and
SIPA cases of Lehman Brothers and its affiliates, which
collectively held approximately $600 billion assets at the time of
filing, constituting the largest bankruptcy filing in U.S.
history.  Other notable matters over which Judge Peck presided
include the chapter 11 cases of Iridium, Quebecor, Charter
Communications, Extended Stay Hotels and ION Media and the chapter
15 case of Japan Airlines.  Judge Peck also brokered settlements
in several high profile cases including American Airlines,
Syms/Filenes, MF Global, General Motors Nova Scotia noteholders,
Residential Capital and Excel Maritime.

As well as enhancing Morrison & Foerster's current restructuring
practice, Judge Peck also brings expertise in the area of complex
mediation in both domestic and international insolvencies.

"As a result of the increasing multinational nature of businesses
and globalization of capital, in the last six years we have seen
the most complex cross-border and domestic bankruptcy and
insolvency matters in history.  Judge Peck's experiences presiding
over some of these matters, including the Lehman Brothers chapter
11 case, in addition to his experience acting as a mediator in
others, such as Residential Capital and MF Global, will add a
wealth of expertise to our practice.  We are delighted that Judge
Peck will be joining Morrison & Foerster," said Larren M.
Nashelsky, chair of Morrison & Foerster.

"Bringing on a practitioner of Judge Peck's stature strengthens
our already robust practice in complex domestic and cross-border
restructuring," added Gary S. Lee, chair of Morrison & Foerster's
Business Restructuring & Insolvency Group.  "Judge Peck will offer
expertise in a myriad of areas where he has helped advance
bankruptcy law.  This is especially true of his landmark rulings
relating to derivatives and the bankruptcy safe harbors. We are
excited to offer his insights to our clients and colleagues."

Judge Peck said:  "I look forward to continuing to do in private
practice what I did on the bench ? working on world class domestic
and cross-border cases and engaging in complex mediation matters ?
at Morrison & Foerster.  MoFo's global platform and practice
strength in restructuring and insolvency make this a most exciting
opportunity."

Judge Peck joins at a time of meteoric trajectory for the
practice.  The firm has recently advised on a number of high-
profile cases, including representing Residential Capital, LLC,
one of the largest real estate finance companies in the world, as
the debtor in the largest chapter 11 case of 2012.  In addition,
the group represented the chapter 11 trustee for MF Global in the
largest chapter 11 case of 2011.  Morrison & Foerster played a
significant role in Iceland's bank restructurings through its
representation of the Resolution Committee and Winding-up Board of
Landsbanki Islands hf.  The group also represents official
creditors' committees in some of the highest profile cases,
including in the recent cases of the Los Angeles Dodgers and Ambac
Financial Group. Indeed, the firm was named "Bankruptcy Firm of
the Year" for 2013 by Chambers USA.

Judge Peck also joins on the heels of leading insolvency
practitioner Howard Morris, who joined the firm's London office,
bringing a wealth of expertise on cross-border and pan-European
insolvency, and Jorg Meissner and Thomas Keul, highly regarded
restructuring lawyers in Morrison & Foerster's Berlin office.

Judge Peck was appointed to the United States Bankruptcy Court for
the Southern District of New York in January 2006.  Prior to his
appointment, he was a partner in the business reorganization
department at Schulte Roth & Zabel and previously a partner in the
reorganization and finance practice of Duane Morris.  He earned
his J.D. from New York University School of Law and his B.A. from
Dartmouth College.

Judge Peck is a fellow of the American College of Bankruptcy, a
member of the International Insolvency Institute and is co-chair
of the ABI's Advisory Committee on Financial Contracts,
Derivatives and Safe Harbors.  He is an adjunct professor of
finance at NYU's Stern School of Business and is a frequent
speaker and moderator at global industry conferences and
universities.


LIGHTSQUARED INC: Asks Court to Approve Outline of Latest Plan
--------------------------------------------------------------
LightSquared Inc. asked U.S. Bankruptcy Judge Shelley Chapman to
approve the outline of its latest plan to exit Chapter 11
protection.

Matthew Barr, Esq., at Milbank Tweed Hadley & McCloy LLP, in New
York, said the plan outline or the so-called disclosure statement
contains sufficient information for creditors to decide on whether
to support the new plan.

Mr. Barr said the disclosure statement meets the requirements of
section 1125 of the Bankruptcy Code, a provision which requires
that a plan outline contain adequate information to permit voting
creditors to make an informed decision on a bankruptcy plan.

The company also seeks court approval of a streamlined re-
solicitation of the plan.

According to Mr. Barr, implementing the new plan doesn't require a
complete re-solicitation of votes since it provides for the full
payment of all classes of claims and equity interests.

"LightSquared is cognizant, however, that some level of additional
disclosure and resolicitation may be required in connection with
the LightSquared plan," he said.

LightSquared proposes a March 3 deadline for voting on the new
plan, and a March 7 deadline for submission of the voting report.

Judge Chapman will hold a hearing on Feb. 24 to consider approval
of the disclosure statement, and another hearing on March 17 to
consider confirmation of the plan.  Objections to the plan are due
by March 10.

                       New Bankruptcy Plan

LightSquared on Feb. 14 filed a new plan, which contemplates the
provision of a new $1.65 billion loan, of which about $115 million
will be converted into equity.

The new plan, which is backed by Fortress Investment Group, also
contemplates the payment in full of all claims and equity
interests with cash and other consideration; the issuance of new
debt and equity instruments; and the preservation of the company's
litigation claims.

Under the plan, LightSquared's bankruptcy exit is no longer
conditioned on the Federal Communications Commission's approval
related to terrestrial spectrum rights.  It doesn't also include
participation from Dish Network Corp. or its chairman.

Full-text copies of the new plan and the disclosure statement are
available for free at:

   http://bankrupt.com/misc/LightSquared_3rdAmendedPlan.pdf
   http://bankrupt.com/misc/LightSquared_3rdAmendedDS.pdf

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIGHTSQUARED INC: Seeks Court Approval to Obtain $1.65-Bil. Loan
----------------------------------------------------------------
LightSquared Inc. asked U.S. Bankruptcy Judge Shelley Chapman for
approval to obtain $1.65 billion loan in connection with the
confirmation of its proposed plan to exit Chapter 11 protection.

The new financing consists of $1.35 billion original aggregate
principal amount of new money loans, and $300 million original
aggregate principal amount, which may consist of new money loans
or of loans deemed made to LightSquared and two other borrowers in
exchange for a like amount of obligations outstanding under a
credit agreement dated Oct. 1, 2010.

LightSquared will use the new loan to pay in full the existing
obligations under a $46.4 million credit agreement, and a $33
million loan extended by a group of lenders that includes Fortress
Credit Corp. and Capital Research and Management Co.

The new loan will also be used to finance capital expenditures and
pay operating expenses as well as restructuring costs.

Aside from the $1.65 billion loan, LightSquared is also seeking
court approval to use the cash collateral of lenders under the
2010 credit agreement.

The $1.65 billion loan is part of the new plan filed by
LightSquared on Feb. 14 to exit bankruptcy.  The plan, which is
backed by Fortress Investment Group, doesn't hinge on the Federal
Communications Commission modifying LightSquared's licenses.  It
doesn't also include participation from Dish Network Corp. or its
chairman Charlie Ergen.

The new plan, scaled down from a $4 billion Fortress-led
reorganization that LightSquared abandoned earlier, calls for a
$1.65 billion loan while the company is in bankruptcy proceedings
and then a fresh $1 billion loan to finance the company once it
exits bankruptcy.  The new plan requires less funding because
LightSquared would emerge from bankruptcy proceedings much sooner
than under the previous proposal.

Phil Falcone's Harbinger Capital Partners, which currently
controls LightSquared, would participate in the new financing and
retain an equity stake.

Judge Chapman will hold a hearing on March 17 to consider approval
of the proposed financing.  Objections are due by March 10.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIGHTSQUARED INC: Expands Scope of Ernst & Young's Services
-----------------------------------------------------------
LightSquared Inc. said it entered into a new statement of work for
the company's tax compliance for the year ended Dec. 31, 2013,
which expanded the scope of Ernst & Young LLP's services.  The new
SOW can be accessed for free at http://is.gd/KxH62u

The company also entered into a new statement of work for
LightSquared LP's tax compliance for the year ended Dec. 31, 2013.
The SOW can be accessed for free at http://is.gd/Au46IZ

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIGHTSQUARED INC: Inks Agreement With AnyDATA to Settle Claim
-------------------------------------------------------------
LightSquared Inc. entered into an agreement to settle the claims
of AnyDATA Corp. against the company and its affiliated debtors.

Under the deal, AnyDATA can assert a general unsecured claim of
$690,000 against LightSquared LP and its estate.  The claims
asserted by AnyDATA against the other LightSquared units will be
deemed withdrawn and disallowed.  A full-text copy of the
agreement is available at http://is.gd/olhKE3

The claims stemmed from contracts entered into by the companies,
including a 2011 deal between AnyDATA and LightSquared LP.

LightSquared previously objected to all claims other than the
claim filed by AnyDATA against LightSquared LP on grounds that its
books and records did not reflect the liabilities asserted in
those claims.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIGHTSQUARED INC: Disclosure Statement for $2.6B Plan Approved
--------------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York approved on Feb. 24 the disclosure
statement explaining the Third Amended Joint Plan of
Reorganization for Lightsquared Inc. and its debtor affiliates.

The amended dates and deadlines with respect to the LightSquared
Plan are as follows:

   March 3, 2014          Plan Voting Deadline
   March 11, 2014         Plan Objection Deadline
   March 7, 2014          Deadline to submit Voting Report
   March 14, 2014         Deadline to submit Plan objections
   March 17, 2014         Confirmation Hearing

As previously reported by The Troubled Company Reporter,
Lightsquared proposed a $2.65 billion restructuring backed by
Fortress Investment Group that unlike a previous Fortress-backed
plan, doesn't hinge on the Federal Communications Commission
modifying LightSquared's licenses.  In addition, unlike the
previous plans, the new Plan doesn't include participation from
Dish Network Corp. or its chairman Charlie Ergen.

The new plan, scaled down from a $4 billion Fortress-led
reorganization that LightSquared abandoned earlier, calls for a
$1.65 billion loan while the company is in bankruptcy proceedings
and then a fresh $1 billion loan to finance the company once it
exits Chapter 11.  The new plan requires less funding because
LightSquared would emerge from bankruptcy proceedings much sooner
than under the previous proposal.

Phil Falcone's Harbinger Capital Partners, which currently
controls LightSquared, would participate in the new financing and
retain an equity stake.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LLS AMERICA: Recommendations on Suit v. Armstrong Adopted
---------------------------------------------------------
In the case, BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v.
DAVID ARMSTRONG and Shelly Armstrong, Defendants, Adv. Proc. No.
11-80119-PCW11 (E.D. Wash.), Chief District Judge Rosanna Malouf
Peterson issued an order dated Feb. 18 adopting a "REPORT AND
RECOMMENDATION RE PARTIAL SUMMARY JUDGMENT AGAINST DEFENDANTS
DAVID AND SHELLY ARMSTRONG".  A copy of the Order is available at
http://is.gd/xLPvCJfrom Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LLS AMERICA: Recommendations on Suit v. Foerstner Adopted
---------------------------------------------------------
In the case, BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v.
TYLER FOERSTNER, Defendant, Adv. Proc. No. 11-80110-PCW11 (E.D.
Wash.), Chief District Judge Rosanna Malouf Peterson issued an
order dated Feb. 18 adopting a "REPORT AND RECOMMENDATION RE
PARTIAL SUMMARY JUDGMENT AGAINST DEFENDANT TYLER FOERSTNER."  A
copy of the Order is available at http://is.gd/FCZfNOfrom
Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LONG BEACH MEDICAL: Hospital Files for Bankruptcy
-------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that Long Island, N.Y.'s, shut Long Beach Medical Center filed for
Chapter 11 bankruptcy on Feb. 19 to sell what remains of its
assets after Hurricane Sandy devastated the hospital a little more
than a year ago.

According to the report, South Nassau Communities Hospital has
offered $21 million for the assets, a bid that will be tested at
auction. The funding for the purchase came from a $22 million
grant that the state of New York provided to execute the sale and
build an urgent-care facility on the hospital grounds.

The Dormitory Authority of the State of New York is providing an
additional $6 million grant to South Nassau Communities, the
report said.  South Nassau Communities is lending that money to
Long Beach Medical to fund the Chapter 11 case and help it
continue operating. Long Beach Medical received $1.5 million of
the funding before the bankruptcy filing and is requesting $4.5
million in the form of bankruptcy financing, which will require
bankruptcy-court approval.

Nationwide, cuts to state and federal reimbursement rates have hit
hospitals and health-care centers, causing many to search for
strategic partners and some to file for Chapter 11 bankruptcy, the
report related. Long Beach Medical wasn't immune to these
troubles, but the hospital hired premier doctors and upgraded its
technology to try to combat steep losses.

According to documents filed with the U.S. Bankruptcy Court in
Central Islip, N.Y., those efforts were beginning to show results
until October 2012, when Hurricane Sandy wiped out its boilers,
electric system, fire alarms, communications and food services,
the report further related. More than a year later, the 162-bed
acute care facility is still unable to reopen.


MCGRAW-HILL GLOBAL: Fitch Affirms 'B+' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Rating (IDR) of
McGraw-Hill Global Education Holding LLC (MHGE) and McGraw-Hill
Global Education Finance, Inc. (MHGE Finance; co-issuer of the
secured debt). Fitch has also affirmed the senior secured debt
ratings of 'BB/RR2'. The Rating Outlook is Stable.

Key Rating Drivers

The ratings reflect MHGE's business profile: 63% of revenues from
higher education publishing/solutions, 10% of revenues from
professional education content and services, and 27% from
international sales of higher education, professional and primary
education materials. The higher education publishing market is
dominated by Pearson, Cengage and MHGE. Fitch believes that
collectively these three publishers make up approximately 75%
market share. This scale provides meaningful advantages to these
three publishers and creates barriers to entry for new publishers.

Fitch believes that there could be some near-term enrollment
pressures due to continued enrollment pressures at for-profit
universities and the potential for federal student aid cuts. Long
term, Fitch believes enrollment will continue to grow in the low
single digits, as higher education degrees continue to be a
necessity for many employers.

MHGE and its peers have continued to demonstrate pricing power
over their products. Fitch believes this will continue, albeit at
lower levels than historically. Textbook pricing increases are
expected to be in the low single digits. Revenue growth will
primarily come from the continued growth in the volume of digital
solution products sold and pricing increases associated with these
digital products as they gain traction with professors.

The transition from printed education materials to digital
products has been advancing at a faster pace relative to K-12
education level. Fitch believes that the transition will lead to a
net benefit for the publishers over time. Publishers will have the
opportunity to disintermediate used/rental text book sellers,
recapturing market share from these segments. Fitch expects
print/digital margins to remain roughly the same, as both the
discount of the digital textbook (relative to the print textbook)
and the investments made in the interactive user experience offset
the elimination of the cost associated with manufacturing,
warehousing, and shipping printed textbooks.

Fitch recognizes the risk of digital piracy, given the age
demographic of higher education, the current data speeds available
on the internet and the relative ease of finding a pirated text
book. A mitigant to piracy risk is the development and selling of
digital education solutions. The digital solutions incorporate
homework and other supplemental materials that require a user's
authentication. The company's strategy is to 'sell' these products
to the professors, who then adopt this as required material for
the course. Students then purchase the digital solution. This
strategy has also been adopted by MHGE's peers. It will be vital
for the industry to steer professors towards these digital
solutions rather than a stand-alone eBook in order to defend
against piracy. Fitch believes that this strategy is sound and can
be successful. Fitch notes that adoption will be slow due to the
slow to change nature of many professors.

Fitch expects traditional print revenues to continue to decline
due to growth in eBooks, near-term cyclical pressures in
enrollment, and delays by professors in adopting new editions. In
2013, these print declines were offset by growth in digital
solutions, custom publishing and eBooks. Fitch does not expect a
material acceleration in print declines and believes that the
digital solutions, custom publishing and eBooks will continue to
provide an offset for these print declines.

The ratings reflect cost savings identified by MHGE, approximately
$80 million through 2015. Cost reductions include corporate and IT
costs driven by headcount reductions and outsourcing. Fitch
believes this is achievable given the historical ownership of MHGE
within a conglomerate.

MHGE did not provide audited financial statements. Audited
combined financial statements for McGraw-Hill Education LLC (MHE)
were provided, which combined MHGE and McGraw-Hill's School
Education Group (MHSE). Unaudited break out of these two divisions
were provided by management and used by Fitch to assign ratings.
Upon the acquisition of MHE by Apollo, MHSE and MHGE were
separated into two sister non-recourse subsidiaries of MHE.

LIQUIDITY, FCF AND LEVERAGE

Based on MHGE's reported September 2013 last 12 months (LTM)
results, Fitch calculates post plate EBITDA of $291 million,
resulting in gross leverage of 5.2x. Fitch post plate EBITDA does
not add back certain adjustments made by the company, including
adjusting for deferred revenue and expected cost savings. Based on
Fitch's base case model, with revenues flat to down in the low
single digits, Fitch expects leverage to remain near 4.5x - 5.0x
in 2013 and decline in 2014 driven mandatory debt repayment and
EBITDA growth.

The ratings reflect the strong FCF metrics of MHGE. Fitch
estimates September 2013 LTM free cash flow (FCF) of approximately
$346 million. In 2013, FCF materially benefited from the improved
working capital efficiencies. Fitch expects FCF to decline,
however, remain healthy in the $50 million-$100 million range in
2014. As of September 2013 LTM, FCF to debt is estimated at 23%;
Fitch projects 5%-10% in 2014. EBITDA to FCF conversion metrics
are elevated in 2013 due to the working capital efficiencies and
cost reduction initiatives, but absent these initiatives Fitch
would expect FCF conversion to be around 35% or better.

The ratings reflect Fitch's expectation that FCF will be dedicated
towards acquisitions and debt reduction. Fitch believes most
acquisitions will be small tuck in acquisitions. While management
has not stated a leverage target, Fitch believes that the private
equity ownership is incentivized to reduce leverage in order to
improve the prospects of an exit from its investment. Fitch does
not expect additional leveraging transactions in the near to mid-
term.

As of September 2013, liquidity was supported by $240 million
revolver due 2018 and cash balance of $181 million.

The credit facility and the notes are pari passu with one another
and benefit from a first priority lien on all material assets,
including a pledge of the equity of domestic guarantor
subsidiaries and 65% of the voting equity interest of first-tier
foreign subsidiaries, subject to certain exceptions.

The credit facility is further secured by a pledge of the equity
interest of MHGE held by its parent McGraw-Hill Global Education
Intermediate Holding LLC (Holdings). While the secured notes do
not benefit from the pledge of MHGE's equity by Holdings, Fitch's
believes the value of the security comes from the assets of MHGE
and its subsidiaries (including the equity pledge of MHGE's
subsidiaries).

Both the bank facility and the notes are guaranteed by existing
and future wholly owned domestic subsidiaries of MHGE (subject to
certain exceptions).

RECOVERY RATINGS ANALYSIS

MHGE's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation. Fitch estimates a
distressed enterprise valuation of $1.5 billion, using a 6x
multiple and a post restructuring EBITDA of approximately $250
million. After deducting Fitch's standard 10% administrative
claim, Fitch estimates recovery for the senior secured instruments
of 77%, which maps within 71%-90% 'RR2' range. Issuance of
additional secured debt could result in a one notch downgrade of
the issue ratings.

RATING SENSITIVITIES

Continued growth in digital revenues coupled with leverage of 4x
or less (on Fitch-calculated basis) would likely lead to positive
rating actions.

Mid to high-single digit revenue declines, which may be driven by
declines or no growth in digital products (caused by a lack of
execution or adoption by professors) would pressure ratings.

Fitch has affirmed the following ratings:

MHGE

-- Long-term IDR at 'B+';
-- Senior secured credit facility (term loan and revolver) at
    'BB/RR2';
-- Senior secured notes at 'BB/RR2'.

MHGE Finance (co-issuer to MHGE's secured term loan, revolver and
notes listed above)

-- Long-term IDR at 'B+'.

The Rating Outlook is Stable.


MED-DEPOT INC: Set to Emerge After Chapter 11 Plan Confirmed
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Med-Depot Inc., a provider of respiratory therapy and
home medical devices for hospice providers and their patients, is
set to emerge from a Chapter 11 reorganization begun in July.

According to the report, facing opposition from the unsecured
creditors' committee, the company raised the distribution to the
panel's constituents to $500,000 over three years, rather than
$200,000 as in the first iteration of the plan. The bankruptcy
judge in Sherman, Texas signed a confirmation order on Feb. 11
approving the plan.

                       About Med-Depot Inc.

Med-Depot, Inc., filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 13-41815) on July 26, 2013, in Sherman, Texas.  Attorneys
at Powell Goldstein, LLP and Bryan Cave, LLP, serve as counsel to
the Debtor.  The Debtor estimated assets of $1,000,001 to
$10,000,000 and debt of $10,000,001 to $50,000,000.  Parent
Med-Depot Holdings, Inc., also sought bankruptcy protection.

Based in Plano, Texas, 64 miles (103 kilometers) north of
Dallas, Med-Depot entered bankruptcy after working out a plan to
restructure the first-lien debt and give stock in return for the
second-lien loan.

Med-Depot entered bankruptcy after working out a plan to
restructure the first-lien debt while giving stock in return for
the second-lien loan.  The plan offers a pot of $200,000 in cash
to unsecured creditors.

The company has $18 million in consolidated debt.

The company projected a $1.8 million net loss in the fiscal year
on revenue of $14.5 million. By fiscal 2015, Med-Depot was
forecasting revenue of $20.8 million and $1.6 million in net
income.


MELANIE MILASINOVICH: Fannie Mae May Commence Eviction
------------------------------------------------------
Bankruptcy Judge David T. Thuma granted the request of the Federal
National Mortgage Association for relief from the bankruptcy stay
to evict debtor Melanie Milasinovich from her house at 422 Mission
Road, Santa Fe, New Mexico.

"The facts before the Court indicate that the Debtor filed this
Chapter 11 case solely to further delay eviction from the House,
where she has lived and worked for about five years without paying
anything to the mortgagor and/or owner.  During that time the
House has generated substantial income for the Debtor. The Debtor
has not filed a plan of reorganization, even though the case has
been pending more than seven months.  Debtor's income (apart from
that generated by the House) is insufficient to pay Debtor's
expenses, let alone fund a plan of reorganization. The Debtor's
apparent misuse of the bankruptcy system should be stopped."

Ms. Milasinovich filed a Chapter 7 bankruptcy (Bankr. D.N.M. Case
No. 7-10-12868-SS) on June 7, 2010.  A discharge was entered and
the case was closed Sept. 21, 2010.

Ms. Milasinovich filed for Chapter 11 (Bankr. D.N.M. Case No.
11-13-12294 TA) on July 9, 2013.

In June 2012 a New Mexico state district court entered an in rem
judgment against Ms. Milasinovich, foreclosing her interest in a
Santa Fe house.  The House was sold at public auction by the
appointed special master, who conveyed it to the foreclosing
plaintiff.  Federal National Mortgage Association, the subsequent
owner of the House, was substituted as the plaintiff in the
foreclosure action and obtained a writ of assistance to remove the
Debtor from the House.  The Debtor filed this Chapter 11 case
before the eviction could occur.

A copy of Judge Thuma's Feb. 19, 2014 Memorandum Opinion is
available at http://is.gd/QK1UQBfrom Leagle.com.


MERCURY COS: Denver Court Requires Listing for Suits to Survive
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a federal district judge in Colorado dismissed a
lawsuit because it wasn't specifically and unequivocally listed in
either a company's Chapter 11 plan or disclosure statement.

According to the report, after emerging from reorganization, the
company sued its pre-bankruptcy lender, alleging a lack of good
faith and fair dealing in seizing bank accounts.  U.S. District
Judge Richard P. Matsch in Denver threw out the suit.

Judge Matsch said that the U.S. Court of Appeals in Denver, like
the federal appeals court in New Orleans, requires that a company
emerging from Chapter 11 specifically and unequivocally notify
creditors about suits it intends bring after bankruptcy, the
report related.

In this case, a claim against the bank was listed in the formal
schedules and statement of affairs, the report noted.  When the
plan and disclosure statement were published two years later,
there was no mention of the claim.  That left an "inference" that
the claim was abandoned, Judge Matsch said.

The plan said the company would preserve and prosecute "any and
all claims" after bankruptcy, the report further related.  Judge
Matsch said those words were too general to preserve the claim.

The case is Mercury Cos. Inc. v. Comerica Bank, 13-cv-01921, U.S.
District Court, District of Colorado (Denver).

                   About Mercury Companies Inc.

Denver, Colorado-based Mercury Companies Inc. was a holding
company primarily for subsidiaries that until recently were
involved in the settlement services industry, including title
services, escrow services, real estate services, mortgage
services, mortgage document preparation, and settlement services
software development.  Mercury has since wound down or sold its
operations.

Mercury Cos. filed for Chapter 11 protection on Aug. 28, 2008.
Two months later, six subsidiaries, namely Arizona Title Agency,
Inc., Financial Title Company, Lenders Choice Title Company,
Lenders First Choice Agency, Inc., Texas United Title, Inc., dba
United Title of Texas and Title Guaranty Agency of Arizona, Inc.,
also filed voluntary Chapter 11 petitions.  The units' cases are
jointly administered with Mercury's (Bankr. D. Colo. Lead Case No.
08-23125).  Lawywers at Brownstein Hyatt Farber Schreck, LLP, led
by Daniel J. Garfield, Esq., served as the Debtors' bankruptcy
counsel.  Lars H. Fuller, Esq., at Baker Hostetler, served as the
official committee of unsecured creditors' counsel.

Mercury Companies disclosed $21.8 million in assets and
$63.6 million in liabilities as of the Petition Date.

The Bankruptcy Court confirmed the Debtors' liquidating Chapter 11
Plan, as amended, on Dec. 13, 2010, after objections by the Texas
Comptroller of Public Accounts and the former employee creditors
were withdrawn.  Under the Plan, Mercury would set $25 million
cash aside in a fund for distribution to general unsecured
creditors.  Mercury estimated that at the conclusion of the claims
resolution process the total allowed general unsecured claims
would be $35 million.  The initial $25 million must be sufficient
to pay unsecured creditors roughly 70% of their claims (although
it will not be paid all at once because of the need to reserve for
disputed claims).  Mercury's remaining activities would generate
more cash so that eventually creditors must receive greater
distributions.


MF GLOBAL: Lawsuits Against Corzine to Proceed
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jon Corzine, a former U.S. senator and onetime co-
chairman of Goldman Sachs Group Inc., was mostly unsuccessful in
persuading a federal district judge to dismiss class lawsuits
brought against him and other officers and directors by customers
and the trustee liquidating defunct commodity broker MF Global
Inc.

According to the report, twice before, Corzine failed in
persuading a district judge to throw out class suits centering
around MF Global's failure properly to segregate $1.6 billion in
customer funds.

In his 79-page opinion on Feb. 11, Judge Marrero was dealing with
lawsuits brought by customers and the MF Global brokerage trustee,
the report related. The judge said the litigation is "wasteful and
rancorous" because parties' lawyers fail to concede anything
despite "clear and controlling case law."

"It is reasonable to infer that someone, somewhere, at some time
did something wrong," Judge Marrero said, given that $1.6 billion
was missing at the outset of bankruptcy, the report cited.  He
also said the plaintiffs gave "an account of the event that is
compelling."

Writing in favor of Corzine and other company managers, Judge
Marrero said the plaintiffs "brought claims that fly in the face
of clear precedent." Still, the judge said the "entire senior
management went missing," just like the $1.6 billion in customer
property, the report further related.

The suit in Judge Marrero's court is In re MF Global Holdings
Ltd. Securities Litigation, 11-cv-07866, U.S. District Court,
Southern District New York.

                        About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MF GLOBAL: Claims Over Collapse Trimmed in Class Action
-------------------------------------------------------
Law360 reported that a New York federal judge dismissed some
claims from a customer class action alleging Jon Corzine, the
former CEO of now bankrupt MF Global Inc. and others lied about a
$1.6 billion shortfall in customer funds, finding that a private
plaintiff can't sue a financial institution employee for Commodity
Exchange Act violations.

According to the report, U.S. District Judge Victor Marrero
dismissed six counts against Corzine and several other of the
former MF Global top brass.

The case is Deangelis v. Corzine et al., Case No. 1:11-cv-07866
(S.D.N.Y.).

                        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.


MOBIVITY HOLDINGS: ACT Capital Held 9.9% Stake at Dec. 31
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, ACT Capital Management, LLLP, and its
affiliates disclosed that as of Dec. 31, 2013, they beneficially
owned 1,677,416 shares of common stock of Mobivity Holdings Corp.
representing 9.9 percent of the shares outstanding.  ACT Capital
previously reported beneficial ownership of 10,064,576 common
shares as of June 17, 2013.  A copy of the regulatory filing is
available for free at http://is.gd/j9gGG5

                      About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.  The
Company's balance sheet at Sept. 30, 2013, showed $9.96 million in
total assets, $1.51 million in total liabilities and $8.45 million
in total stockholders' equity.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders," the Company said in its annual report
for the year ended Dec. 31, 2012.


MONTREAL MAINE: Has Divergent Plans in U.S. and Canada
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Montreal Maine & Atlantic Railway Ltd. has
diametrically conflicting proposals in parallel bankruptcies in
Canada and the U.S. for compensating victims of the July
derailment and explosion that killed 47 people and destroyed much
of the town of Lac-Megantic, Quebec.

According to the report, the principal asset so far for victims is
$25 million in insurance recoveries.  In Canada, lawyers for a
class of 1,500 damage victims wrote to the judge proposing what
they called a "made in Lac-Megantic solution."

They advocate a distribution under Canadian law giving the entire
$25 million to victims, and nothing to lawyers, the report said.
The proposal also calls for distributing the $14.3 million
realized from selling the railroad to claimants under Canadian
law.

By contrast, lawyers representing families of the 47 people who
were killed filed a Chapter 11 plan in the U.S. court in Maine
proposing that 75 percent of the $25 million be distributed under
U.S. law to those who died, the report related.  The remaining 25
percent would be for people whose property was damaged or
destroyed.

Robert J. Keach, the trustee in the U.S. bankruptcy, has said the
47 victims' proposal is "not a serious plan," the report added.
Similarly, Luc Despins of Paul Hastings LLP in New York, a lawyer
for the official victims' committee, called the proposal "just a
publicity stunt."

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.
Development Specialists, Inc., serves as the Chapter 11 trustee's
financial advisor.  Gordian Group, LLC, serves as the Chapter 11
Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.

The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75 percent of the $25 million
in available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25 percent would be earmarked for claimants seeking
compensation for property that was damaged when much of the town
burned.  Former U.S. Senator George Mitchell, a Democrat who
represented Maine in the U.S. Senate from 1980 to 1995 and who is
now chairman emeritus of law firm DLA Piper LLP, would administer
the plan and lead the effort to wrap up MM&A's Chapter 11
bankruptcy.


MONTREAL MAINE: Court Approves Paul Hasting as Panel's Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine authorized the
Official Committee of Victims of Montreal Maine & Atlantic
Railway, Ltd. to retain Paul Hastings LLP as its counsel,
effective Dec. 10, 2013.

As reported in the Troubled Company Reporter on Jan. 28, 2014, the
Committee requires Paul Hastings to:

   (a) consult with the Committee, the Trustee, the Debtor, the
       U.S. Trustee and the Monitor concerning the administration
       of this chapter 11 case and the CCAA Proceeding;

   (b) review, analyze, and respond to pleadings filed with the
       Court and the CCAA Court and to participate at hearings on
       such pleadings;

   (c) take all necessary action to protect the rights and
       interests of the Committee, including, but not limited to,
       negotiations and preparation of documents relating to any
       plan and disclosure statement;

   (d) represent the Committee in connection with the exercise of
       its powers and duties under the Bankruptcy Code; and

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

Paul Hastings will be paid at these hourly rates:

       Luc A. Despins, Partner       $550
       Christopher Fong, Associate   $660

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

Consistent with the approach adopted by the Quebec Government, and
as a courtesy to the victims of the derailment, Paul Hastings will
not seek to have its fees paid out of the $25 million liability
proceeds of a liability insurance policy that the Debtor maintains
with XL Insurance Company Ltd.

Prior to the being retained by the Committee, Paul Hastings was
retained, as of Aug. 22, 2013, to represent the Informal Committee
of Quebec Claimants in this chapter 11 case. However, that
representation terminated on Dec. 9, 2013 and Paul Hastings did
not receive any compensation or promise of compensation in
connection therewith, except that on 3 occasions the Quebec
Government offered to pay the sum of C$10,000 per day for Mr.
Despins' attendance at meetings in (i) Quebec, Canada, with
victims of the derailment or representatives of such victims, and
(ii) Portland, Maine with the Trustee.

Paul Hastings had not sought payment of these sums and will not do
so if the Court believes that such payment would be inappropriate
given the Firm's proposed engagement by the Committee. Paul
Hastings will not represent the Informal Committee of Quebec
Claimants or any of their members in their individual capacity in
the Debtor's chapter 11 case.

Luc A. Despins, partner of Paul Hastings, 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.

Paul Hastings can be reached at:

       Luc A. Despins, Esq.
       PAUL HASTINGS LLP
       75 East 55th Street
       New York, NY 10022
       Tel: (212) 318-6001
       Fax: (212) 230-7771
       E-mail: lucdespins@paulhastings.com

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.
Development Specialists, Inc., serves as the Chapter 11 trustee's
financial advisor.  Gordian Group, LLC, serves as the Chapter 11
Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.

The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75 percent of the $25 million
in available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25 percent would be earmarked for claimants seeking
compensation for property that was damaged when much of the town
burned.  Former U.S. Senator George Mitchell, a Democrat who
represented Maine in the U.S. Senate from 1980 to 1995 and who is
now chairman emeritus of law firm DLA Piper LLP, would administer
the plan and lead the effort to wrap up MM&A's Chapter 11
bankruptcy.


MORNINGSTAR MARKETPLACE: Has Until March 5 to File Schedules
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
extended the deadline for Morningstar Marketplace LTD to file its
Chapter 11 schedules of assets and liabilities, statement of
financial affairs and other documents.

As reported in the Troubled Company Reporter on Feb. 11, 2014, the
Debtor sought an extension of the Feb. 17 deadline because, among
other things, it was unable to readily obtain complete and
accurate records and additional time is necessary to review and
sign the final paperwork.

                   About Morningstar Marketplace

Morningstar Marketplace, LTD, operator of a flea market business
in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on
Feb. 3, 2014.  Judge Mary. D France presides over the case.
Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the
Debtor.  The Debtor estimated $100 million to $500 million in
assets and liabilities.


NATIONAL AIRLINES: Former CFO Loses 9th Cir. Appeal Against IRS
---------------------------------------------------------------
Raymond T. Nakano, Senior Vice President and Chief Financial
Officer of, Inc., sued the U.S. government in district court for
recovery of taxes paid and an abatement of the

Raymond T. Nakano, Senior Vice President and Chief Financial
Officer of National Airlines, Inc., sued the U.S. government in
district court for recovery of taxes paid and an abatement of the
amounts owing.  The government counterclaimed for the amount owing
and followed with a motion for summary judgment.  Mr. Nakano moved
to dismiss the government's counterclaim.  The district court
denied his motion, granted the government's motion, and entered
judgment for the government in the amount of $11,553,586, which
represents the full amount due from all three quarters plus
statutory interest through Nov. 30, 2011.

Mr. Nakano served as SVP and CFO from National's founding in 1995
until it filed for Chapter 7 bankruptcy in May 2003.  The Internal
Revenue Service had assessed unpaid excise taxes against Mr.
Nakano personally, pursuant to 26 U.S.C. Sec. 6672.  He brought
the civil action against the government pursuant to 26 U.S.C. Sec.
7422, for a refund of the taxes he claimed were erroneously
assessed.

Mr. Nakano elevated the matter to the U.S. Court of Appeals for
the Ninth Circuit in San Francisco, California.

In considering the appeal, the Ninth Circuit addressed two
questions:

     (1) whether the district court erred in holding that
         Plaintiff's failure to pay the excise taxes was
         "willful" within the meaning of 26 U.S.C. Sec. 6672(a)
         despite the airline's bankruptcy; and

     (2) whether Sec. 6672 liability applies to excise tax
         payments deferred under the Air Transportation Safety
         and System Stabilization Act, Pub. L. No. 107-42, Sec.
         301(a)(1) (2001).

Reviewing those legal questions de novo, Ilko v. Cal. State Bd. of
Equalization (In re Ilko), 651 F.3d 1049, 1052 (9th Cir. 2011)
(order), the Ninth Circuit affirmed in a Feb. 18 opinion available
at http://is.gd/X4vGAofrom Leagle.com.

Circuit Judges Diarmuid F. O'Scannlain, Susan P. Graber, and
Jacqueline H. Nguyen held that:

     (1) assets are "encumbered" for purposes of Sec. 6672 only
         if "the taxpayer is legally obligated to use the funds
         for a purpose other than satisfying the preexisting
         employment tax liability and if that legal obligation is
         superior to the interest of the IRS in the funds," Honey
         v. United States, 963 F.2d 1083, 1090 (8th Cir. 1992),
         a test that is not met in this case; and

     (2) the Stabilization Act does not "allow the airlines to
         use the excise taxes as working capital" and does not
         defeat trust status for unpaid excise taxes for purposes
         of personal liability under Sec. 6672, Conway v. United
         States, 647 F.3d 228, 236 (5th Cir. 2011).

The appellate case is, RAYMOND T. NAKANO, Plaintiff-Appellant, v.
UNITED STATES OF AMERICA, Defendant-Appellee, No. 11-18013 (9th
Cir.).

Richard D. Salgado, Esq., and Laura L. Gavioli, Esq. --
richard.salgado@dentons.com and laura.gavioli@dentons.com -- at
Dentons, in Dallas, Texas, represent Mr. Nakano.

Jennifer M. Rubin, Esq., and Robert W. Metzler, Esq., Attorneys,
and Kathryn Keneally, Esq., Assistant Attorney General, Tax
Division, United States Department of Justice, Washington, D.C.,
argue for the IRS.

                     About National Airlines

National Airlines halted operations and dismissed most of its
1,500 employees in early November 2002.  The Las Vegas-based
carrier couldn't close on a multi-million dollar financing package
necessary to emerge from chapter 11 as a reorganized company and
was unable to rustle-up an outside equity investment.  In mid-
2002, the Air Transportation Stabilization Board declined to
provide National with any form of loan guarantee.  National, 48%
owned by Harrah's Entertainment Corp., served Chicago Midway,
Chicago O'Hare, Dallas/Ft. Worth, Los Angeles, Miami, Newark, New
York JFK, Philadelphia and San Francisco with nonstop flights to
and from its Las Vegas hub.  When the Company filed for chapter 11
protection (Bankr. Nev. Case No. 00-19258) on Dec. 6, 2000, it
disclosed $103,464,700 in assets and debts totaling $119,506,900.
National later ceased operations and, on May 7, 2003, the airline
converted its bankruptcy to Chapter 7.


NAVISTAR INTERNATIONAL: To Close Alabama Engine Plant
-----------------------------------------------------
Bob Tita, writing for The Wall Street Journal, reported that
commercial truck maker Navistar International Corp. will close an
engine plant in Alabama this summer as it moves to eliminate
excess production capacity and consolidate its engine lineup for
medium-size trucks.

According to the report, the closure of the plant in Huntsville
will result in the loss of about 280 jobs and generate savings of
about $22 million a year. Production at that plant will be shifted
to an engine plant near Chicago, which will add about 75 workers.
Navistar will continue to produce large diesel engines for heavy-
duty trucks at a second plant in Huntsville.

The move reflects an increasing reliance on engines made by
Cummins Inc., the report said.  Navistar recently began offering
Cummins's engines in its medium-size trucks and had earlier
decided to buy 15-liter engines from Cummins for heavy-duty
trucks.

With the addition of Cummins's popular midrange engine, Navistar
Chief Executive Troy Clarke said the company is reviewing its own
engine line for medium-size trucks and is likely to discontinue
some low-volume models, the report related.  The Huntsville plant
slated for closure produces a variety of diesel engines ranging in
size from 6 liters to 9.3 liters.

"We're not going to go out of the engine business," Mr. Clarke
said during an interview with The Wall Street Journal. "We just
have too much manufacturing capacity at this point."

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013, a net
loss attributable to the Company of $3.01 billion for the year
ended Oct. 31, 2012.

The Company's balance sheet at Oct. 31, 2013, showed $8.31 billion
in total assets, $11.91 billion in total liabilities and a $3.60
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

The TCR, on the same day, also reported that Fitch Ratings has
affirmed the Issuer Default Ratings (IDRs) for Navistar
International, Navistar, Inc. and Navistar Financial Corporation
(NFC) at 'CCC'. In addition, Fitch assigns a rating of 'CC'/'RR6'
to NAV's planned $200 million of senior subordinated convertible
notes due 2018. Proceeds from the new notes will be available for
general corporate purposes and to repay a portion of 3% senior
subordinated notes scheduled to mature October 2014.


NPS PHARMACEUTICALS: Vanguard Stake at 5.5% 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 5,598,146 shares of common stock of
NPS Pharmaceuticals Inc representing 5.48 percent of the shares
outstanding.  Vanguard Group previously reported beneficial
ownership of 5,032,804 common shares as of Dec. 31, 2012.  A copy
of the regulatory filing is available for free at:

                       http://is.gd/KVRs96

                    About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS has been in the red since 2009.  It posted a net loss of
$18.73 million in 2012, a net loss of $36.26 million in 2011, a
net loss of $31.44 million in 2010, and a net loss of $17.86
million in 2009.

For the nine months ended Sept. 30, 2013, the Company reported a

net loss of $21.27 million.  The Company's balance sheet at Sept.
30, 2013, showed $277.01 million in total assets, $185.18 million
in total liabilities and $91.83 million in total stockholders'
equity.


ORCKIT COMMUNICATIONS: Noteholders OK Proposed Arrangement
----------------------------------------------------------
The holders of Orckit Communications Ltd.'s Series A notes and
Series B notes approved the proposed arrangement under Section 350
of the Israeli Companies Law, 1999, among the Company and the
Noteholders presented by a joint committee of the representatives
of the Noteholders on Jan. 30, 2014, without any changes proposed
by the Company in its response to the Proposed Arrangement
published on Feb. 4, 2014.

In addition, the Noteholders approved a proposal submitted by
Neocorp, a member of the VAR Group, to provide management and
operational services to the Company, including the services of Mr.
Yoav Kfir as the active Chairman of the Board of the Company.  The
Noteholders also authorized the trustees of the Noteholders to
take actions and proceedings (including legal proceedings) to
implement the foregoing decisions.

The decisions are not binding on the Company.  The Board of
Directors of the Company will convene to consider this
development.

                           About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.

Orckit disclosed a net loss of $6.46 million on $11.19 million of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $17.38 million on $15.58 million of revenues for the year
ended Dec. 31, 2011.  The Company's balance sheet at Sept. 30,
2013, showed $12.44 million in total assets, $24.03 million in
total liabilities and a $11.59 million total capital deficiency.

Kesselman & Kesselman, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has a
capital deficiency, recurring losses, negative cash flows from
operating activities and has significant future commitments to
repay its convertible subordinated notes.  These facts raise
substantial doubt as to the Company's ability to continue as a
going concern.


OVERSEAS SHIPHOLDING: Notice Shortened
--------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Overseas Shipholding Group's motion, pursuant to Sections 102(1)
and 105(a) of the Bankruptcy Code, shortening notice for orders
(i)(a) authorizing the Debtor sellers entry into a purchase
agreement, (b) authorizing and approving bidding procedures and
bid protections, (c) approving notice procedures, (d) setting a
date for a sale hearing and (ii) authorizing and approving the
sale of certain of the Debtors' vessels free and clear of
encumbrances.

According to BankruptcyData, the court document stated, "Following
extensive negotiations, the Debtors determined that they would be
unable to consensually restructure the terms of the CEXIM Facility
in a way that was acceptable to the Debtors and their creditors so
as to retain the CEXIM Vessels in their fleet....Subject to the
results of the sale process and Auction, the Purchase Agreement
reached with the Stalking Horse Bidder following comprehensive
arm's-length negotiations serves these goals....[T]he Stalking
Horse Bidder has not only established the standard against which
future bids will be evaluated, but has ensured that the Debtors
can effectively liquidate the entire CEXIM Vessel fleet in a
process that has been vetted with CEXIM and the Debtors' major
creditor constituents."

                    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.


PILGRIM'S PRIDE: Profit Jumps on Lower Costs
--------------------------------------------
Anna Prior, writing for The Wall Street Journal, reported that
Pilgrim's Pride Corp.'s fourth-quarter profit surged as the
chicken producer continued to rein in costs.

According to the report, Pilgrim's Pride has kept production-
related expenses in check while raising prices on chicken in
recent quarters, driving an improvement in its operating
performance that prompted investors to more than double the
company's share price last year.

In November, the company unveiled plans to further streamline its
operations, looking to save $200 million this year, the report
related.  As part of the plan, the company said its Boaz, Ala.,
poultry processing operations would be shut.

For the most recent quarter, the company reported a profit of
$143.4 million, or 55 cents a share, up from a year-earlier profit
of $22.8 million, or nine cents a share, the report further
related.  Sales fell 6.5% to $2.05 billion, though the prior year
included an extra week.

                         *     *     *

The Troubled Company Reporter on Sep. 2, 2013, reported that
Standard & Poor's Ratings Services raised its ratings on Greeley,
Colo.-based Pilgrim's Pride including the corporate credit rating,
to 'BB-' from 'B'.  The outlook is stable.  Concurrently, S&P
raised the issue-level ratings on the company's outstanding $500
million senior unsecured notes due 2018 to 'BB-' from 'B'.  The
recovery rating remains '4', indicating S&P's expectations for
average (30% to 50%) recovery in the event of a payment default.


PHH CORP: In Talks To Sell Fleet Management Business
----------------------------------------------------
Tatjana Kulkarni, writing for The Deal, reported that mortgage
services provider PHH Corp. is in talks with leasing finance firm
Element Financial Corp. regarding the sale of its PHH Arval fleet
management business, according to a source close to the matter.

According to the report, it was only a week ago, on Feb. 11, that
Mount Laurel, N.J.-based PHH said it was exploring options of
selling the company as a whole or in parts by separating its fleet
management and mortgage services divisions.

PHH officials didn't respond to multiple calls, the report noted.
Element declined to comment on the PHH situation, but its senior
vice president, John Sadler, said that, "generally speaking," the
Toronto company is on the prowl for acquisitions in the fleet
management space.

"The company has solid dry powder," Sadler said by phone,
referring to cash it has set aside to pursue acquisitions, the
report cited. "Obviously, we exercise discipline in these matters,
but fleet-management acquisitions is highly aspirational for
Element."

Element, which provides financing for industrial, aerospace and
automotive equipment leasing, established its fleet business in
2012, when it acquired fleet leasing company TLSI Holdings Inc.
from Scotiabank for about C$146.7 million ($146.4 million), plus
debt on May 15, the report related.  More recently, Element
acquired the Canadian fleet portfolio of GE Capital Corp. for
C$570 million ($551 million) on May 31.

                          *     *     *

The Troubled Company Reporter, on Feb. 14, 2014, reported that
Fitch Ratings has placed the 'BB' Long-Term Issuer Default Ratings
(IDR) of PHH Corporation (PHH) on Rating Watch Evolving following
the company's announcement that it is exploring ways to maximize
shareholder value through the separation or sale of its fleet
business, mortgage business, or both.  The company has retained
advisors to assist in this process. PHH indicated that they expect
to reach conclusions on this announcement prior to the end of the
second quarter of 2014.

The TCR, on the same day, also reported that Standard & Poor's
Ratings Services said it revised its outlook on PHH Corp. to
negative from stable.  At the same time, S&P affirmed its 'BB-'
long-term issuer credit and senior unsecured ratings on the
company.  S&P also affirmed its preliminary 'B' subordinated debt
rating, preliminary 'B-' preferred stock rating, and 'B' short-
term issuer credit rating on PHH.


PRICHARD, ALA: Files Chapter 9 Debt-Adjustment Plan
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Prichard, Alabama, a suburb of Mobile, has a hearing
on April 12 for approval of a municipal debt-adjustment plan in a
bankruptcy case that went up to the state's high court.

According to the report, the Chapter 9 proceeding, which began in
October 2009, took more than four years because the bankruptcy
court dismissed the case, saying the city didn't have outstanding
bonds required by state law. On appeal, a federal district judge
asked the Alabama Supreme Court to decide whether the city had the
right type of debt to be eligible under Chapter 9 of the U.S.
Bankruptcy Code.  The state high court ruled in April 2012 that
the city's debt qualified for Chapter 9.

Prichard, a community of 25,000 people, laid the foundation for
the newly filed plan by working out a settlement with city workers
regarding their pensions, the report said.  That settlement is
incorporated into the plan.

                    About Prichard, Alabama

The city of Prichard, Alabama, a suburb of Mobile, filed for
municipal reorganization on Oct. 27, 2009, its second time in
eight years.  The Chapter 9 petition in Mobile says that assets
and debt both exceed $10 million.

In September 2010, the Bankruptcy Court dismissed Prichard's
petition after finding that the city lacked the capacity, under
Alabama law, to file the petition.

The city filed for bankruptcy after retirees stopped receiving
pension checks.  Prichard said it was having a "substantial under-
funded pension obligation."  Prichard has a population of 25,000.


PLEXTRONICS INC: Sale to Solvay America Is Set for March 6
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Plextronics Inc., a maker of conductive polymers and
inks used in printed organic electronics, will sell its business
to Solvay America Inc. for $32.6 million, assuming no one submits
a better offer at a March 5 auction.

According to the report, Plextronics filed a Chapter 11 petition
on Jan. 16, with the sale to Solvay already arranged.  A
bankruptcy judge in Delaware approved auction and sale procedures
on Feb. 12.  Any competing bids are due Feb. 28.  A hearing for
sale approval will take place March 6.

Solvay, the company's largest shareholder and primary lender, will
pay for the business with $8.5 million in cash and $24.1 million
in secured debt, the report related.

                       About Plextronics Inc.

Headquartered in Pittsburgh, Pennsylvania, Plextronics, Inc. --
http://www.plextronics.com-- specializes in conductive polymers
and printable formulations that enable advanced electronic
devices.  The company's develops customized inks to enhance the
performance of organic light emitting diodes (OLEDs) for next
generation displays and lighting applications, lithium ion
batteries, polymer metal capacitors, and emerging organic
electronic devices.

The privately held company was founded in 2002 as a spinout from
Carnegie Mellon University based upon conductive polymer
technology developed by Dr. Richard McCullough.

Plextronics, Inc. on Jan. 16, 2014, filed a Chapter 11 bankruptcy
petition (Bankr. D. Del. Case No. 14-10080) with plans to sell its
assets to Solvay America, Inc., absent higher and better offers.

The Debtor estimated assets and debt of $10 million to $50 million
as of the bankruptcy filing.

Campbell & Levine, LLC in Pittsburgh is serving as the
Plextronics' legal advisors.  New York-based Cowen and Company,
LLC is serving as its investment banker.


QUANTUM CORP: Vanguard Group Holds 5.3% Equity Stake
----------------------------------------------------
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 13,218,124 shares of common
stock of Quantum Corp representing 5.32 percent of the shares
outstanding.  Vanguard Group previously reported beneficial
ownership of 13,636,121 common shares as of Dec. 31, 2012.  A copy
of the regulatory filing is available for free at:

                        http://is.gd/12qMWX

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the 12 months ended March 31, 2013, the Company incurred a net
loss of $52.41 million on $587.57 million of total revenue, as
compared with a net loss of $8.81 million on $652.37 million of
total revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2013, showed $360.27
million in total assets, $439.90 million in total liabilities and
a $79.62 million stockholders' deficit.


RAY K. SHAHANI: Court Narrows Suit v. Wells Fargo, BofA et al
-------------------------------------------------------------
Rockridge Trust and its trustee Ray K. Shahani sued Wells Fargo,
N.A., Bank of America, N.A., First American Trustee Servicing
Solutions LLC, and First American Loanstar Trustee Services LLC,
alleging numerous causes of action arising out of a series of loan
modification negotiations followed by foreclosure.  On June 24,
2013, the Court, addressing only those claims over which it had
federal question jurisdiction, granted the Defendants' motions to
dismiss, and dismissed the original complaint without prejudice.

Subsequently, Plaintiffs filed a First Amended Complaint.  On
Sept. 25, 2013, the Court granted the Defendants' motions to
dismiss that complaint except for these claims: (1) violation of
the Fair Debt Collection Practices Act as to Wells Fargo; (2)
wrongful foreclosure based in violations of the Homeowner's Bill
of Rights provisions regarding excessive fees as to Wells Fargo;
(3) violation of the Rosenthal Act as to Wells Fargo and Bank of
America; and (4) violation of California's Unfair Competition Law
as to Wells Fargo.

The Plaintiffs have filed a Second Amended Complaint.  Presently
before the Court are motions to dismiss the SAC by Wells Fargo and
Bank of America, and First American Trustee.

In a Feb. 19, 2014 Order available at http://is.gd/RH8WHffrom
Leagle.com, Magistrate Judge Joseph C. Spero granted, in part, and
denied, in part, the Wells Fargo Motion and granted the First
American Motion.  Specifically, Judge Spero ruled that the SAC is
dismissed with prejudice as to all claims except:

     (1) violation of the FDCPA as to Wells Fargo;

     (2) breach of oral contract based on a contract arising from
         Shahani's Feb. 28, 2013 conversation with Keri Peck
         resulting in a promise by Wells Fargo to postpone the
         trustee's sale of the subject property scheduled for
         March 4, 2013;

     (3) breach of the implied covenant of good faith and fair
         dealing based on contracts arising from (a) Shahani's
         Sept. 15, 2011 conversation with Jaycee Bell resulting in
         Wells Fargo's promises to not foreclose and to accept
         regular monthly mortgage payments, and (b) Shahani's Feb.
         28, 2013 conversation with Peck resulting in a promise by
         Wells Fargo to postpone the trustee's sale;

     (4) promissory estoppel based on Peck's Feb. 28, 2013 promise
         to postpone the trustee's sale;

     (5) fraud based on misrepresentations made by Peck on
         Feb. 28, 2013;

     (6) violation of the Rosenthal Act as to Wells Fargo and
         Bank of America; and

     (7) violation of the UCL as to Wells Fargo and Bank of
         America.

The case is, ROCKRIDGE TRUST, et al., Plaintiffs, v. WELLS FARGO
NA, et al., Defendants, Case No. 13-cv-01457-JCS (N.D. Cal.).

Ray K. Shahani filed Chapter 11 (Bankr. N.D. Cal. Case No.
09-33549) on Nov. 11, 2009.


RENT-A-CENTER INC: S&P Affirms 'BB' CCR & Revises Outlook to Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Plano, Texas-based Rent-A-Center Inc. and revised
the outlook to negative from stable.

At the same time, S&P assigned a 'BB+' issue-level rating and a
'2' recovery rating to the proposed $350 million senior secured
term loan B.  The '2' recovery rating indicates S&P's expectation
for substantial (70% to 90%) recovery of principal in the event of
a payment default.  S&P also lowered the issue-level rating on the
company's existing senior notes to 'B+' from 'BB-', with a '6'
recovery rating, indicating our expectation for negligible (0% to
10%) recovery.

"The outlook revision reflects the potential for a downgrade from
weakening credit metrics, especially cash flow measures, and our
expectation that the company's operating performance will continue
to be soft for the next 12-24 months, as weakened customer demand
and increasingly promotional environment continue to pressure
margins," said credit analyst Diya Iyer.

The outlook is negative, reflecting S&P's expectation that
operating performance will continue to be soft for the next 12-24
months, primarily because of on-going weak customer demand and
intensified promotional environment.

Downside scenario

S&P could lower the ratings if the company's credit ratios,
especially its cash flow measures, further deteriorate.  For
example, S&P could lower the ratings if margins further decline by
200 bps with flat same-store sales, causing FFO to total debt to
approach 12% or below.  In addition, S&P would also likely
reassess the company's business risk profile as weak to reflect
its weakened profitability and competitive position, if the
company's EBITDA and margins continue to decline.

Upside scenario

S&P could revise the outlook back to stable if it can grow EBITDA
through international expansion and domestic Acceptance Now
services, with a 10% sales increase and 100 bps in gross margin
expansion.  At that time, leverage would decline below 3.0x and
FFO to total debt will be above mid-20%.


RESIDENTIAL CAPITAL: Haffey's $10-Mil. in Claims Expunged
---------------------------------------------------------
At the behest of Residential Capital, LLC, Bankruptcy Judge Martin
Glenn expunges the proofs of claim filed by Shane M. Haffey (Claim
Nos. 2582 and 4402), each in the amount of $5 million.

Counsel to Shane M. Haffey is:

         Heather Boone McKeever, Esq.
         MCKEEVER LAW OFFICES PLLC
         P.O. Box 1181
         Isle of Palms, SC 29451

A copy of the Court's Feb. 19, 2014 Memorandum Opinion and Order
is available http://is.gd/jRo9Evfrom 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.


RESON LEE WOODS: 10th Cir. Takes Up "Family Farmers" Issue
----------------------------------------------------------
FIRST NATIONAL BANK OF DURANGO, Appellant, v. RESON LEE WOODS;
SHAUN K. WOODS, Appellees, No. 12-1111 (10th Cir.), is an appeal
from the Bankruptcy Appellate Panel's decision affirming the
bankruptcy court's confirmation of the Chapter 12 bankruptcy plan
of Reson and Shaun Woods.  Although First National Bank raises
several issues on appeal, the Tenth Circuit only reached the
first: whether Debtors are permitted to seek relief under Chapter
12 as "family farmers."  In deciding this issue, the the Tenth
Circuit is presented with a question of first impression --
namely, when does a debt "for" a principal residence "arise[] out
of a farming operation"?  See 11 U.S.C. Sec. 101(18)(A).

In a Feb. 19 decision available at http://is.gd/AyW4fMfrom
Leagle.com, the Tenth Circuit concluded that a debt so arises if
it is directly and substantially connected to any of the
activities constituting a "farming operation" within the meaning
of 11 U.S.C. Sec. 101(21). More specifically, when the debt at
issue is loan debt, the Tenth Circuit concluded that an objective
"direct-use" test serves as the optimal vehicle for discerning
when the direct-and-substantial-connection standard is satisfied.
That is, if the loan proceeds were used directly for or in a
farming operation, the debt "arises out of" that farming
operation.

The Tenth Circuit said this was not the test applied by the
bankruptcy court (or the BAP).

"Because we conclude that the bankruptcy court did not apply the
proper legal standard and test in its analysis of Debtors'
eligibility for Chapter 12 relief, we deem it appropriate and
prudent to remand for that court to apply the correct law to the
facts of this case.  Thus, we vacate the bankruptcy court's
judgment and remand the case to the bankruptcy court for further
proceedings," the Tenth Circuit said.

Garry R. Appel, Esq., at Appel & Lucas, P.C., in Denver, Colorado,
represents the Appellant.

Cheryl A. Thompson, Esq., at Thompson Brownlee, in Vail, Colorado;
and Daniel J. Lowenberg, Esq., at Mountain Law Group, L.L.C.,
Montrose, Colorado, argue for the Appellees.

The Debtors are a husband and wife who, in 2007, purchased
farmland in southwestern Colorado on which to run their hay-
farming operation.  Until they filed for bankruptcy in November
2010, the Debtors accumulated various debts, some of which were
related to their farming operation and others of which were not.

One such debt is a $480,000 loan they obtained from First National
Bank.  Approximately $284,000 of this loan was used to pay off a
loan from another bank that was obtained to purchase Debtors'
farmland.

The Debtors do business as Bar LS Farms, and formerly did business
as Bar LS Properties Inc.


REVSTONE INDUSTRIES: Reaches Deal Over $95M in PBGC Claims
----------------------------------------------------------
Law360 reported that bankrupt auto parts conglomerate Revstone
Industries LLC announced that it had struck a deal with the
largest creditor in its case, the Pension Benefit Guaranty Corp.,
to resolve more than $95 million in pension-related claims against
the debtor and affiliates, marking "a critical turning point" in
the 14 month-long Chapter 11.

According to the report, in a motion before the Delaware
bankruptcy court, Revstone said that PBGC would accept a projected
recovery of $82 million -- with a guarantee it would get at least
$80 million.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


RG STEEL: Court Issues Revised Order Approving APS Employment
-------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey issued a revised order
authorizing RG Steel Sparrows Point, LLC to hire APS International
as its agent in connection with the lawsuits it lodged against
Union Electric Steel Corp. and The Davy Roll Company, Ltd.

Pursuant to the revised order, the time limitations for APS to
serve complaint and summons are not applicable to the lawsuits,
and that none of the lawsuits may be dismissed for failure to
timely serve the defendants with the complaint and summons.

The summons filed in each of the cases will be valid for one year.
Electric Steel and Davy Roll have 90 days within service of the
complaint and summons to file an answer.

If the defendants do not timely file an answer to the complaint,
RG Steel will be entitled to seek an order granting a default
judgment against the defendants.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.  RG Steel Sparrows Point LLC has
received the green light to sell some of its assets to Siemens
Industry, Inc., which include equipment and related spare parts,
for $400,000.


RITE AID: Drug Channel Aligns Further on McKesson Deal, Fitch Says
------------------------------------------------------------------
Rite Aid Corp.'s decision this week to expand its distribution
agreement with McKesson Corp. to include generic pharmaceuticals
in addition to branded drugs is in line with prevailing trends in
the global drug channel and in healthcare more broadly, according
to Fitch Ratings. The industry trend is toward partnerships,
alignment and amassing scale to cut costs in an increasingly
constrained reimbursement environment.

McKesson could become the biggest beneficiary of increased generic
purchasing power among global drug channel participants, Fitch
believes. The drug distributor's deal with Rite Aid strengthens
its position in the increasingly important area of drug purchasing
scale, particularly for generics.

After overcoming a few hurdles, McKesson closed its purchase of
approximately 75% of Celesio AG earlier this month. Increased
scale from that deal will allow McKesson to drive cost savings,
particularly related to generic drug sourcing, and future growth.
The Rite Aid agreement will further enhance McKesson's drug
purchasing scale and will allow Rite Aid to tap into the resulting
cost savings.

Notably, unlike other drug channel participants that have largely
become parties to purchasing joint ventures (JVs), McKesson will
not be forced to share these cost savings with partners. Fitch
estimates that McKesson's generic drug purchasing power, including
Celesio and Rite Aid, will rival that of the JV among Walgreen
Co., Alliance Boots GmbH and AmerisourceBergen Corp. (ABC) in the
next couple of years.

The forms and progress of business combinations and alignments in
the global drug channel have been diverse. But the search for cost
savings from increased purchasing scales is at the core of each
relationship. Joint ventures to date have included CVS Caremark
Corp. and Cardinal Health as well as Walgreen's and Alliance
Boots, which teamed up in 2012 and added ABC last year. Walgreens
and ABC also entered into a 10-year comprehensive distribution
agreement and agreed on provisions which could allow for up to 30%
equity ownership of ABC by Walgreens.

These developments raise questions for other drug channel
participants. CVS Caremark may need to adjust its strategy now
that its two largest competitors employ a distributor for
virtually all drug volumes. (CVS stores are served by Cardinal;
but its Caremark business is served by McKesson.) Also, with
distributors increasingly able to garner better drug pricing, the
purchasing JV among Express Scripts, Kroger and Supervalu
(Econdisc) comes into focus.

These developments could lead to other large pharmacy operators
(i.e. Walmart, Target, Safeway) deciding to join distributors'
generic programs. Walmart and Target are currently served by MCK,
and Safeway by CAH. It is still too early in the business
combination cycle to draw a definitive conclusion.

In Fitch's view, comprehensive distribution agreements make the
most sense for retail drugstores, then for grocers/mass merchants,
then for mail-order pharmacies. Still, each sector could benefit
from tapping into better generic pricing derived from greater
scale.

At the other end of the channel, generic drugmakers will likely
feel increasing pricing pressures from these growing drug
purchasers. Smaller and mid-sized generic firms will likely be
most affected, possibly leading to additional consolidation over
the medium term. Though the largest global generic drugmakers will
be less affected, drug channel consolidation is probably
contributing to the firms' focus on bolstering their presence in
specialty and other branded drug development, such Actavis plc's
announcement this week to acquire specialty drugmaker Forest
Laboratories, Inc.

As previously reported by The Troubled Company Reporter, Fitch
Ratings assigned a 'B-' Issuer Default Rating to Rite Aid
Corporation, and 'BB-/RR1' to the company's secured revolving
credit facility and term loans.


SBARRO LLC: To Close 155 Restaurants in North America
-----------------------------------------------------
Julie Jargon, writing for The Wall Street Journal, reported that
Sbarro LLC said it will close 155 of the 400 restaurants it owns
in North America, the latest move by the troubled pizza chain to
cut costs in response to weaker demand.

According to the report, the move, which takes effect on Feb. 20,
"represents an important step towards improving the financial
performance of the company and is designed to facilitate continued
growth and investment in the brand," a Sbarro spokesman said. The
move doesn't affect franchise-owned locations, he said.

The Melville, N.Y., restaurant chain initially found success
targeting shoppers in malls but was hurt during the U.S. economic
downturn as mall traffic fell, the report said.  The Wall Street
Journal reported in January that the company, which emerged from
bankruptcy protection more than a year ago, had hired
restructuring advisers.

Sbarro also struggled after taking on debt as part of a 2007
buyout by investment firm MidOcean Partners, the report added.  It
closed more than 150 restaurants in the two years before its April
2011 bankruptcy filing.  MidOcean didn't retain ownership
following Sbarro's bankruptcy exit in 2012.

Sbarro has been trying to open more stand-alone restaurants and
revamp its recipes to use fresher ingredients, the report said.

                         About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.

In November 2011, Sbarro, Inc., along with its domestic
subsidiaries, disclosed that its Plan of Reorganization has become
effective and the Company has successfully emerged from Chapter 11
with significantly reduced debt and a new $35 million capital
infusion.

                         *     *     *

The Troubled Company Reporter reported on Jan. 21, 2014, that
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Melville, N.Y.- based Sbarro LLC to 'CCC-' from
'CCC+'.  The outlook is negative.  The Wall Street Journal also
reported on the same day that the fast-food pizza chain has
enlisted restructuring lawyers at Kirkland & Ellis LLP and bankers
at Moelis & Co.


SELECT TREE: Court Converts Case to Chapter 7
---------------------------------------------
The U.S. Bankruptcy Court on Feb. 10 approved Select Tree Farms,
Inc.'s request to convert its chapter 11 case to a liquidation
under Chapter 7 of the Bankruptcy Code.

On March 7, 2012, the individual debtors, George A. Schichtel and
Debra G. Schichtel, and the corporate debtor, Select Tree Farms,
Inc., filed their voluntary Chapter 11 petitions and cases have
been procedurally consolidated.

George A. Schichtel is the President of STF and was the husband of
Debra G. Schichtel who passed away on Nov. 14, 2012.

STF has agreed to take all steps necessary to effectuate the
conversion, including (a) the turnover of all records and property
of the estate under its custody and control to the Chapter 7
Trustee as required by Fed.R.Bankr.P. Rule 1019(4); (b) the filing
of a schedule of unpaid debts incurred after the filing of the
petition and before conversion pursuant to FRBP 1019(5)(A)(i); and
(c) the filing of a final report and account and transmitting that
report to the Office of the United States Trustee consistent with
the Court's order and in accordance with FRBP 101 9(5)(ii).

Attorneys for the Debtor can be reached at:

         William F. Savino, Esq.
         Beth Ann Bivona, Esq.
         DAMON & MOREY LLP
         The Avant Building, Suite 1200
         200 Delaware Avenue
         Buffalo, NY 14202
         Tel: (716) 856-5500

                    About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).  Ms. Schichtel suffered a stroke around
October 2012 and became comatose and was intubated.  She passed
away Nov. 14, 2012.

Judge Carl L. Bucki presides over the case.  William F. Savino,
Esq., and Beth Ann Bivona, Esq., at Damon Morey LLP, serve as the
Debtors' counsel.  NextPoint LLC serves as the Debtors' financial
advisor.

Garry M. Graber, Esq., and Steven W. Wells, Esq., at Hodgson Russ
LLP, represent Evans Bank, N.A., the primary secured creditor.

Rita Pope and Realty USA.Com is the company's exclusive brokers.
Brown Chiari LLP serves as special counsel to the individual
debtors.


SEQUENOM INC: Sectoral Asset Mgt. Ceases to Own Shares
------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Sectoral Asset Management Inc. and its
affiliates disclosed that as of Dec. 31, 2013, they have ceased to
be the beneficial owners of more than five percent of Sequenom
Inc.'s common stock.  Sectoral Asset previously reported
beneficial ownership of 9,215,967 common shares as of Dec. 31,
2012.  A copy of the regulatory filing is available for free at:

                        http://is.gd/YS29kx

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom disclosed a net loss of $117.02 million in 2012, a net
loss of $74.13 million in 2011 and a net loss of $120.84 million
in 2010.  The Company's balance sheet at Sept. 30, 2013, showed
$164.82 million in total assets, $195.85 million in total
liabilities and a $31.02 million total stockholders' deficit.


SOUND SHORE: Can Hire Garbarini as Medical Malpractice Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Sound Shore Medical Center of Westchester and its
debtor-affiliates to employ Garbarini & Scher, P.C. as medical
malpractice counsel.

As reported in the Troubled Company Reporter on Feb. 3, 2014, the
Debtors sought to employ Garbarini & Scher as their special
medical malpractice counsel to assist with the implementation of
their Claim Resolution Process.  In connection therewith, the
Debtors anticipate that Garbarini & Scher will be performing a
number of tasks related to the Claims Resolution Process and the
resolution of the Medical Malpractice Claims.  Subject to the
control and further order of this court, Garbarini & Scher will be
expected to render the following services, among others, on behalf
of the Debtors:

   (a) represent the Debtors in the mediation and litigation of
       the Medical Malpractice Claims;

   (b) advise the Debtors in connection with the implementation
       and progress of the Claims Resolution Process;

   (c) gives estimation liability of such claims;

   (d) advise the Debtors in connection with designing the
       provisions of a plan of liquidation regarding treatment of
       Medical Malpractice Claims; and

   (e) other services may be necessary and requested by the
       Debtors with respect to the Claims Resolution Process
       (collectively, the "Medical Malpractice Matters").  In
       rendering the foregoing services, Garbarini & Scher will
       also prepare, on behalf of the Debtors, any necessary
       motions, complaints, answers, declaration, orders,
       counterclaims, affidavits, reports and other legal papers
       relating to the Medical Malpractice Matters.  When
       necessary, Garbarini & Scher will also appear before the
       Court in connection with any filings to ensure the Debtors'
       interests are adequately protected.

Garbarini & Scher will be paid at these hourly rates:

       Partners                 $200
       Associates               $165
       Paraprofessionals        $95

The Debtors have been advised that the professionals expected to
work on this case are:

       Kurt Lee Weinmann, Partner;
       Yuval D. Bar-Kokhba, Partner;
       Pamela D. Field, Associate; and
       Arlene Murphy, Paralegal

Garbarini & Scher will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Yuval D. Bar-Kokhba, partner of Garbarini & Scher, 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.

Garbarini & Scher can be reached at:

       Yuval D. Bar-Kokhba, Esq.
       GARBARINI & SCHER, P.C.
       432 Park Avenue, 9th Floor
       New York, NY 10016-8013
       Tel: (212) 689-1113
       Fax: (212) 725-9630

                 About Sound Shore Medical Center

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors were the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C.
as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as
financial advisors; and GCG Inc., as claims agent.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.  Deloitte Financial Advisory Services LLP serves as the
Committee's as financial advisor.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the
patient care ombudsman for Sound Shore.

The Debtors filed for bankruptcy to sell their assets, including
their hospital and nursing home operations, to the Montefiore
health system.  On Aug. 8, 2013, the Bankruptcy Court entered an
order, as affirmed and ratified by a Supplemental Sale Order
entered on Oct. 15, 2013, approving the sale to Montefiore New
Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc.,
Montefiore Mount Vernon Hospital, Inc. and certain related
affiliates.

In June 2013, Montefiore added $4.75 million to its purchase offer
to speed up the sale.  Montefiore raised its bid to $58.75 million
plus furniture and equipment as part of a request for a private
sale of the hospitals.

On Nov. 6, 2013 at 12:01 a.m. the closing of the Sale occurred and
the sale was effective.

Montefiore is represented by Togut, Segal & Segal LLP.


SOUTH COAST: Bankrupt Oil Co. Wrongly Split Assets, 9th Circ. Told
------------------------------------------------------------------
Law360 reported that shareholders of the bankrupt South Coast Oil
Co. urged the Ninth Circuit to reverse a bankruptcy trustee's
settlement of litigation over the company's assets, saying a
bankruptcy judge improperly approved a deal that decreased the
company's value by $10 million.

According to the report, during oral arguments in Pasadena,
Calif., Douglas L. Mahaffey of Mahaffey & Associates, representing
Palladino, told a three-judge panel that the bankruptcy judge
never had the authority to approve bankruptcy trustee James J.
Joseph's use of South Coast's voting shares in subsidiary Angus
Petroleum.

The case is In re: Joseph Palladino, et al v. South Coast Oil
Corp, et al., Case No. 12-56014 (9th Cir.).

An involuntary petition for Chapter 11 was filed against South
Coast Oil Corporation on Sept. 19, 2007 (Bankr. C.D. Cal. Case No.
07-12994).  The involuntary Chapter 11 case was assigned to Judge
Theodor Albert.

The Petitioners were Donald W. White (owed $831,000), Joseph
Palladino (owed $25,000), and B.G. Operations, L.L.C. (owed
$15,784).  They were represented by Leonard M. Shulman, Esq., at
Shulman, Hodges & Bastian, L.L.P., in Foothill Ranch, California.


SPIN HOLDCO: S&P Affirms 'B' Rating to $1.4BB 1st Lien Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it is affirming its
'B' issue rating on Plainview, N.Y.-based Spin Holdco Inc.'s
(doing business as CSC ServiceWorks) $1.4 billion first-lien term
loan following the announced refinancing of the company's $325
million second-lien debt with $125 million incremental first-lien
debt due November 2019 and $210 million of new second-lien debt
due 2021. S&P expects the transaction to lower annual interest
expense by about $13 million.  S&P's '3' recovery rating on the
first-lien debt remains unchanged, indicating its expectation of
meaningful (50% to 70%) recovery for first-lien lenders in the
event of a payment default.  All other ratings, including the 'B'
corporate credit rating remain unchanged.

S&P views the refinancing as nearly neutral to credit metrics
given the minimal increase in outstanding debt ($10 million), and
modest improvement to interest coverage.  S&P estimates the
company will have about $1.7 billion in balance sheet debt
outstanding following the transaction.

The ratings on Spin Holdco reflect S&P's assessment that the
company's business risk profile will remain "weak" and its
financial risk profile will remain "highly leveraged" over the
next year.  S&P's business risk assessment primarily reflects the
company's participation in the mature outsourced laundry equipment
services business and an end-user customer base that S&P believes
is susceptible to high inflation and unemployment.  Primary
factors in S&P's financial risk assessment include weak credit
ratios, private equity ownership, and an "adequate" liquidity
profile.  During 2014, S&P forecasts the ratio of total debt to
EBITDA to be in the mid-6x area and EBITDA interest coverage will
remain in the low-3x area.

Ratings List

Spin Holdco Inc. d/b/a CSC ServiceWorks
Corporate credit rating                   B/Stable/--

Issue Rating Affirmed;
Recovery Rating Unchanged
Spin Holdco Inc. d/b/a CSC ServiceWorks
Senior secured
  $1.4 bil. first-lien term loan           B
   Recovery Rating                         3


ST. FRANCIS' HOSPITAL: Gets OK of Health Quest Deal Termination
---------------------------------------------------------------
Judge Cecelia G. Morris formally approved a stipulation among St.
Francis' Poughkeepsie, New York and its affiliated debtors with
Health Quest Systems Inc. for the cancellation of an auction for
the sale of the Debtors' assets.

The Debtors notified of their intention to cancel the auction to
accept a higher and better bid from Westchester County Health Care
Corporation.

Health Quest is willing to abide by the Debtors' decision to
cancel auction.

Accordingly, under the stipulation, Health Quest exercises its
right to terminate its asset purchase agreement, dated Dec. 17,
2013, with the Debtors.

                   About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors are represented by Christopher M. Desiderio, Esq.,
Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody
LLP, in New York.  Their financial adviser is CohnReznick Advisory
Group; and the investment banker is Deloitte Corporate Finance
LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.

On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as
patient care ombudsman in the Debtors' cases.

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

St. Francis, however, canceled the auction and decided to accept a
higher and better bid from Westchester County Health Care
Corporation.  Under the deal with Westchester, the buyer will
assume certain liabilities, plus pay $3,500,000 in cash at closing
to cover the break-up fee of $1,000,000 and administrative costs
of $2,500,000.  The Westchester deal provides for the exchange of
bonds in the amount of $27,352,000 at 5.00%.  Westchester also
will loan or arrange for the loan of funds to retire the Debtors'
DIP facility up to a limit of $17,600,000, secured by the Accounts
Receivable.  Any DIP obligation in excess of $17,600,000 will be
paid by the estate.  Westchester also will provide a loan in the
amount of $250,000 as a "Final Payment" on Bonds to be used to
initially capitalize the liquidating trust of the Estate.

James P. Lagios, Esq., at Iseman, Cunningham, Riester & Hyde, LLP,
represents Health Quest Systems, Inc.


ST. FRANCIS' HOSPITAL: Ombudsman Seeks Gibbons as Counsel
---------------------------------------------------------
Barry Bliss, the patient care ombudsman appointed in the
bankruptcy cases of St. Francis' Poughkeepsie, New York and its
affiliated debtors, is seeking Bankruptcy Court permission to
retain Gibbons P.C. as its counsel nunc pro tunc to the date of
the Ombudsman's appointment on Jan. 30, 2014.

Mr. Bliss is a director in the Corporate Department of Gibbons
P.C.

The Ombudsman expects Gibbons to, among other things:

(a) represent him in any proceeding or hearing in the Bankruptcy
     Court, and in any action in other courts where the rights of
     the patients may be litigated or affected as a result of the
     bankruptcy case;

(b) advise him on the requirements of the Bankruptcy Code and the
     requirements of the Office of the U.S. Trustee relating to
     the discharge of his duties;

(c) advise and represent him concerning any potential
     reorganization or sale of the Debtors' assets.

The Ombudsman seeks that Gibbons be compensated on an hourly basis
for its legal services in accordance with its ordinary and
customary hourly rates, and reimbursed for its actual and
necessary out-of-pocket expenses incurred.

Gibbons has advised the Ombudsman that the current hourly rates
applicable to the principal attorneys and paralegal proposed to
represent the Ombudsman are:

        Professional                 Rate Per Hour
        ------------                 -------------
        David N. Crapo, Esq.              $495
        Brett S. Theisen, Esq.            $345
        Ellen Rosen, Sr. Paralegal        $245
        Diane M. Dorgan, Paralegal        $170

In an accompanying affidavit, David N. Crapo, Esq., disclosed that
to the best of his knowledge and information after due inquiry,
Gibbons does not represent or hold any interest adverse to the
Debtors and their estates, and is a disinterested person within
the meaning of Sec. 101(14) of the Bankruptcy Code.

                   About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors are represented by Christopher M. Desiderio, Esq.,
Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody
LLP, in New York.  Their financial adviser is CohnReznick Advisory
Group; and the investment banker is Deloitte Corporate Finance
LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.

On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as
patient care ombudsman in the Debtors' cases.

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

St. Francis, however, canceled the auction and decided to accept a
higher and better bid from Westchester County Health Care
Corporation.  Under the deal with Westchester, the buyer will
assume certain liabilities, plus pay $3,500,000 in cash at closing
to cover the break-up fee of $1,000,000 and administrative costs
of $2,500,000.  The Westchester deal provides for the exchange of
bonds in the amount of $27,352,000 at 5.00%.  Westchester also
will loan or arrange for the loan of funds to retire the Debtors'
DIP facility up to a limit of $17,600,000, secured by the Accounts
Receivable.  Any DIP obligation in excess of $17,600,000 will be
paid by the estate.  Westchester also will provide a loan in the
amount of $250,000 as a "Final Payment" on Bonds to be used to
initially capitalize the liquidating trust of the Estate.

James P. Lagios, Esq., at Iseman, Cunningham, Riester & Hyde, LLP,
represents Health Quest Systems, Inc.


ST. JOSEPH HEALTH: Moody's Lowers Rating on $17.2MM Debt to Caa3
----------------------------------------------------------------
Moody's Investors Service has downgraded the bond rating to Caa3
from Caa2 on St. Joseph Health Services of Rhode Island's (St.
Joseph) $17.2 million of outstanding debt issued through the Rhode
Island Health and Educational Building Corporation. The outlook
remains negative. The rating downgrade reflects the material
downturn in performance in fiscal year (FY) 2014 increasing the
possibility of default given the trajectory in performance and
weak unrestricted cash position.

Summary Rating Rationale

The downgrade to Caa3 is attributable to the material decline in
operating performance in the first quarter of FY 2014 which was
caused by material volume declines. Absent operational improvement
the already weak unrestricted cash position will decline limiting
St. Joseph's ability to make debt service payments. The negative
outlook reflects our opinion that should the hospital default the
projected level of recovery could lower the rating.

Challenges

-- St. Joseph's material downturn in operating performance in the
first quarter of FY 2014 is draining cash (operating cash flow
margin of -8.8% and operating margin of -13.7%). Management is
endeavoring to improve performance and continues to focus on
lowering the length of stay and improving clinical documentation
as well as multiple cost reduction initiatives.

-- St. Joseph has a very weak cash position as of December 31,
2013 with 15 days cash on hand and 35% cash-to-debt. The hospital
achieved its days cash on hand covenant of 12 days in fiscal year
(FY) 2013, however in FY 2014 the covenant increases to 17 days
which is measured bi-annually on March 31 and September 30. If not
achieved, St. Joseph has six months to cure, if missed two
consecutively times, consultant call in is required.

-- St. Joseph's unfunded pension liability is more than three
times the bonded debt at $73 million as of September 30, 2013. The
plan, however, is not subject to ERISA funding guidelines given
its status as a church plan. Cash to total comprehensive debt
(including the pension) is very weak at 7% and unrestricted net
assets is a negative $50 million resulting in over 100% debt to
capitalization. Moody's note an agreement has been reached to
partially fund the pension and maintain it as a separate entity
once Prospect's acquisition of St. Joseph is complete.

-- St. Joseph is in the competitive Providence healthcare market
with multiple struggling small providers being acquired by not-
for-profit and for-profit providers.

-- Providence (Baa1/stable GO rating) and the state Rhode Island
(Aa2/negative GO rating), where St. Joseph is located, have
endured prolonged high unemployment rates of 9.2% in Providence
and 9.1% in the state in 2013, both above the national rate but
improved over 2012.

Strengths

-- As part of the forbearance agreement and a supplemental
indenture, St. Joseph is required to make monthly payments to the
Trustee to fund semi-annual debt service and interest payments.
St. Joseph's March 2014 debt service payment is fully funded as is
its debt service reserve fund.

-- The hospital achieved rate covenants in fiscal years 2012 and
2013 and management practices good disclosure practices with
monthly financial statements provided to Moody's.

-- St. Joseph's debt is all in a fixed rate mode with no
derivatives and a conservative investment allocation of all cash
and US treasuries.

Outlook

The negative outlook considers the risk of a possible payment
default if operations continue to deteriorate and St. Joseph
continues to consume cash. If St. Joseph should default the rating
could be lowered.

What Could Make The Rating Go UP

Given the current level of performance and the negative outlook,
an upgrade is unlikely in the near-term however, over the longer
term an upgrade would be considered if St. Joseph is able to
sustain materially improved operating performance and materially
grow balance sheet measures.

What Could Make The Rating Go DOWN

A downgrade would be considered if St. Joseph defaults and
recovery values are projected to be below what is appropriate for
the Caa3 rating level.

Principal Methodology Used

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


STACY'S INC: Wants Hearing on Cash Collateral Moved to March 12
---------------------------------------------------------------
Stacy's Inc., according to its case docket, has asked the
Bankruptcy Court to continue the hearing to consider its motion
for authorization to use cash collateral from March 7, 2014, until
March 12 at 9:30 a.m.

According to the Debtor, the witness is unavailable on the date
first set.  The affected parties had consented to the continuance
of hearing.

The Official Committee of Unsecured Creditors has responded to the
Debtor's motion for the use of cash collateral, stating that the
Debtor is seeking to use operating funds to pay a tax liability
well as other postpetition operating expenses of the Debtor.  In
its objection, Bank of the West contended that it holds a valid
lien on the operating funds, that the operating funds constitute
BOTW's cash collateral, and that therefore the Debtor may not use
the operating funds absent either (a) BOTW's permission or (b) a
finding by the Court that BOTW can be adequately protected.

The Committee said it supports the Debtor's motion and submits
that either a surcharge on BOTW's collateral or an authorization
to use the operating funds as requested is equitable.

As reported by the Troubled Company Reporter on Dec. 17, 2013,
BOTW objected to the Debtor's motion to use cash collateral.  BOTW
said that, in connection with the negotiation of a consent sale
order regarding the sale of substantially all of the Debtor's
assets, BOTW agreed to a carve out of $1,400,000 from the sale
proceeds, with $950,000 to be reserved for the payment of allowed
administrative expense claims and $450,000 to be reserved for
payment of allowed general unsecured claims.

BOTW said that the Court must require that all administrative
expenses in excess of the Sept. 5, 2013 budget be paid from the
Admin Carve-Out, and that the remaining balance of the cash
collateral operating account and the $600,000 "cushion" held in
the trust account of the Debtor's counsel be paid to BOTW
immediately.

In a filing dated Dec. 19, 2013, the Debtor said it has been able
to obtain further information about the specific cash collateral
needed and the use of the cash collateral.  According to the
Debtor, the sale order does not alter the treatment of cash
collateral or even comment on the subject but provides for an
allocation of the sales proceeds.

In separate docket entries, the Debtor also requested that the
hearing set for March 7, be continued until March 12, on (i) the
motion to approve the adequacy of information in the Disclosure
Statement, as amended, filed by the Debtor; and (ii) the motion
for order enforcing the Court's prior sale order entered in
August.

                        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 Barbara George Barton, Esq., at 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 has retained Reid E.
Dyer, Esq., at Moore & Van Allen, PLLC.


TAYLOR BEAN: Unsecured Creditors Have First Payment
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trust for Taylor Bean & Whitaker Mortgage Corp.
will make an initial 35 percent distribution to unsecured
creditors under the Chapter 11 plan that was approved in July
2011.

According to the report, the trustee had been unable to make a
distribution until now on account of disputed claims. The first
distribution will be made to holders of $12.2 million in approved
claims.  The trust is creating a reserve for $2.7 million in
claims still unresolved.

The bankruptcy judge in Jacksonville, Florida will hold a hearing
on March 12 to consider approving the distribution, the report
related.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


STELERA WIRELESS: Told to Produce Draft Plan by April
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Stelera Wireless LLC said it's "entirely
possible" creditors will be paid in full, the official creditors'
committee is keeping the company's feet to the fire by attaching
conditions to an extension of the exclusive right to propose a
Chapter 11 plan.

According to the report, in return for an enlargement of so-called
exclusivity until May 1, Stelera, a provider of wireless Internet
service for rural communities agreed to give the committee a draft
plan no later than April 1. If the company circulates a draft to
anyone else before then, the committee must also have a copy.

The new exclusivity deadline is about two weeks shorter than what
the company sought, the report said.

A bankruptcy court in Oklahoma City, where Stelera is based,
approved two sales of frequency licenses that the company said
could generate $37.4 million, the report related.  The buyers,
affiliates of Verizon Communications Inc. and AT&T Inc., are
awaiting regulatory approval to complete the acquisitions.

Stelera said it couldn't file a reorganization plan until the
sales are completed, the report further related.  Its largest
creditor is the U.S. Agriculture Department's Rural Utilities
Service. Stelera said filed claims total $30 million, including
the government's claim.

                    About Stelera Wireless, LLC

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.

Christensen Law Group, PLLC, serves as the Debtor's primary
counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as additional
bankruptcy counsel.  Wilkinson Barker Knauer, LLP, serves as the
Debtor's special counsel.  American Legal Claims Services, LLC
serves as official noticing agent.  Falkenberg Capital Corporation
serves as the Debtor's broker.

The official committee of unsecured creditors is represented by
attorneys at Gablegotwals.

The Troubled Company Reporter reported on Dec. 10, 2013, the Hon.
Niles Jackson of the U.S. Bankruptcy Court for the Western
District of Oklahoma authorized Stelera Wireless to sell its
Federal Communications Commission licenses to: AT&T Mobility
Spectrum LLC, as purchaser; and Atlantic Tele-Network, Inc., as
backup purchaser.  In an auction held Nov. 20, 2013, AT&T's bid
was the highest and best offer for the FCC licenses, while
Atlantic's, the stalking horse purchaser, was the second highest.
Pursuant to the APA, the aggregate purchase price to be paid by
AT&T will be $6,020,000.


TOWN SPORTS: S&P Revises Outlook to Negative & Affirms 'B+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New York-based fitness club operator, Town Sports International
Holdings Inc. (TSI) to negative from stable.  At the same time,
S&P affirmed all ratings on the company, including its 'B+'
corporate credit rating.

"The negative outlook revision reflects our expectation for 2014
credit measures to weaken due to increased competitive pressures
combined with incremental operating expenses for new club and
studio openings," said Standard & Poor's credit analyst Ariel
Silverberg.

S&P expects 2014 adjusted leverage (adjusted for operating leases)
will increase to more than 5x (compared with about 4.6x on
Dec. 31, 2013), and that operating cash flow generation will be
insufficient to fully fund capital expenditures (including
expected growth-related expenditures).  While leverage in excess
of 5x is weak for an aggressive financial risk profile, S&P
believes EBITDA coverage of interest will remain greater than 3x
(which is strong for the financial risk profile assessment) for
the next two years, and that leverage will gradually improve over
the next few years.  Additionally, S&P believes TSI will continue
to maintain a strong liquidity profile based on its expectation
the company will retain excess cash on hand and availability under
its $45 million revolver and S&P's belief that it has some
flexibility to reduce capital expenditures if operating
performance deteriorates more than it currently expects.

"We currently expect 2014 EBITDA to decline in the mid-20% range.
We believe additional competition, particularly from boutique
studios, will continue to pressure new member sign ups and revenue
generation at TSI's existing clubs, which we believe will be only
partially offset by incremental revenue from new clubs and
studios.  We believe limited revenue growth, in conjunction with
our expectation for a significant increase in expenses from
expected new club and studio openings, will fuel the decline in
EBITDA," S&P said.

S&P's 'B+' corporate credit rating on Town Sports reflects its
assessment of the company's business risk profile as "weak" and
its financial risk profile as "aggressive".

The negative outlook reflects S&P's expectation that operating
performance will deteriorate in 2014, resulting in leverage
(adjusted for operating leases) increasing to more than 5x, and
for operating cash flow generation to be insufficient to fully
fund capital expenditures (including expected growth related
expenditures) through 2014.

S&P could lower the rating by at least one notch if the decline in
2014 EBITDA is modestly weaker than it is currently forecasting
such that S&P expects adjusted leverage will remain greater than
5x for an extended period.  This would likely lead S&P to revise
downward its financial risk assessment to "highly leveraged" from
"aggressive."  A negative rating action could also result from an
impairment to TSI's liquidity profile.

S&P would consider revising the outlook to stable once EBITDA
generation returns to a growth trajectory, and S&P believes
adjusted leverage will be sustained below 5x and capital
expenditures will be fully funded through internally generated
cash.


TRONOX INC: Wants Kerr-McGee to Pay $20.8 Billion in Damages
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tronox Inc. calculates that Kerr-McGee Corp. should
pay $20.8 billion in damages as a result of a ruling in December
by U.S. Bankruptcy Judge Allan L. Gropper finding that the spinoff
of Tronox in March 2006 included fraudulent transfer with actual
intent to hinder and delay creditors.

According to the report, Judge Gropper said in his opinion that
Kerr-McGee is liable because it took away valuable assets, leaving
Tronox with unsupportable debt from decades of legacy liabilities
and environmental costs. Judge Gropper told Kerr-McGee to submit
papers calculating the amount of damages.

The report related that Kerr-McGee's filed papers in January
explaining why the liability should be $850 million. On Feb. 13,
Tronox creditors filed papers explaining why the liability should
be at or above the range of $5.2 billion to $14.2 billion that
Judge Gropper discussed in his opinion.

The dispute over the amount of damages revolves around Section
502(h) of the Bankruptcy Code, which gives Kerr-McGee an unsecured
claim for what it pays back, to be treated on the same basis as
all other unsecured claims, the report further related.  That's
how Kerr-McGee calculated its net liability should be only $850
million.

The Feb. 13 filing lays out the creditors' theories on why the
liability should be $20.8 billion. The U.S. government, a major
creditor to benefit from whatever Kerr-McGee pays, concurs that
the damages are $20.8 billion.

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard
M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq.,
at Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TUSCANY INTERNATIONAL: Taps Prime Clerk as Administrative Advisor
-----------------------------------------------------------------
Tuscany International Holdings (U.S.A.) Ltd. and its debtor-
affiliates seek authorization from the U.S. Bankruptcy Court for
the District of Delaware to employ Prime Clerk LLC as
administrative advisor, nunc pro tunc to the Feb. 2, 2014 petition
date.

The Debtors require Prime Clerk to:

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

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

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

   (d) provide confidential data room, if requested;

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

   (f) provide other processing, solicitation, balloting and other
       administrative services described in the Engagement
       Agreement but not included in the Section 156(c)
       Application, as may be requested from time to time by the
       Debtors, the Court of the Office of the Clerk of the
       Bankruptcy Court (the "Clerk").

Prime Clerk will be paid at these hourly rates:

       Case Manager                     $45
       Technology Consultant            $130
       Consultant                       $140
       Senior Consultant                $170
       Director                         $195
       Solicitation Analyst             $210
       Director of Solicitation         $235

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

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

Michael J. Frishberg, co-president and CEO of Prime Clerk, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on March 3, 2014, at 1:00 p.m.  Objections, if any,
were due Feb. 24, 2014, at 4:00 p.m.

Prime Clerk can be reached at:

       Shai Waisman
       PRIME CLERK LLC
       830 Third Avenue, 19th Floor
       New York, NY 10022
       Tel: (212) 257-5450

                   About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.


TUSCANY INTERNATIONAL: Hires Latham & Watkins as Co-Counsel
-----------------------------------------------------------
Tuscany International Holdings (U.S.A.) Ltd. and its debtor-
affiliates ask for permission from the U.S. Bankruptcy Court for
the District of Delaware to employ Latham & Watkins LLP as
bankruptcy co-counsel, nunc pro tunc to the Feb. 2, 2014 petition
date.

The Debtors require Latham & Watkins to:

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

   (b) attend meetings and negotiating with representatives of
       creditors, interest holders, and other parties in interest;

   (c) analyze proofs of claim filed against the Debtors and
       potential objections to such claims;

   (d) analyze executory contracts and unexpired leases and
       potential assumptions, assignments, or rejections of such
       contracts and leases;

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

   (f) prepare motion, applications, answers, orders, reports, and
       papers necessary to the administration of the Debtors'
       estates;

   (g) take necessary action on behalf of the Debtors to
       negotiate, prepare, and obtain approval of a disclosure
       statement and confirmation of a plan of reorganization;

   (h) advise the Debtors in connection with any potential sale of
       assets or stock and taking necessary action to guide the
       Debtors through such potential sale;

   (i) appear before this Court or any Appellate Courts and
       protecting the interests of the Debtors' estates before
       those Courts and the U.S. Trustee;

   (j) advise on corporate, litigation, environmental, finance,
       tax, employee benefits, and other legal matters; and

   (k) perform all other necessary legal services for the Debtors
       in connection with the Chapter 11 cases.

Latham & Watkins will be paid at these hourly rates:

       Associates                     $395-$855
       Counsel                        $850-$1,295
       Partners                       $875-$1,275
       Paraprofessionals              $175-$810

Latham & Watkins also will be reimbursed for reasonable out-of-
pocket expenses incurred.

As of the petition date, the Debtors did not owe Latham & Watkins
any amounts for legal services rendered before the petition date.
During the one-year prior to the petition date, Latham & Watkins
received $1,114,382.33 in total compensation from the Debtors for
fees and expenses.  In the 90 days prior to the petition date,
Latham & Watkins received the same amount, $1,114,382.33, in total
compensation from the Debtors for fees and expenses.

Mitchell A. Seider, partner of Latham & Watkins, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on March 3, 2014, at 1:00 p.m.  Objections, if any,
were due Feb. 24, 2014, at 4:00 p.m.

Latham & Watkins can be reached at:

       Mitchell A. Seider, Esq.
       LATHAM & WATKINS LLP
       885 Third Avenue
       New York, NY 10022-4834
       Tel: (212) 906-1200
       Fax: (212) 751-4864
       E-mail: mitchell.seider@lw.com

                   About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.


TUSCANY INTERNATIONAL: Taps McCarthy Tetrault as Canadian Counsel
-----------------------------------------------------------------
Tuscany International Holdings (U.S.A.) Ltd. and its debtor-
affiliates ask for permission from the U.S. Bankruptcy Court for
the District of Delaware to employ McCarthy Tetrault LLP as their
Canadian counsel, nunc pro tunc to the Feb. 2, 2014 petition date,
to provide these professional services:

   (a) provide legal services in connection with seeking
       recognition under and pursuant to section 46 of the
       Companies' Creditors Arrangement Act by the Court of the
       Queen's Bench of Alberta, Judicial District of Alberta of
       the Chapter 11 proceedings commenced by the Debtors in the
       U.S. Bankruptcy Court for the District of Delaware; and

   (b) provide legal services which are reasonably necessary and
       appropriate to carry out the seeking of recognition,
       including, without limitation, advice and representation as
       it pertains to matters of Canadian law affecting the
       Debtors in connection with the Chapter 11 proceedings.

McCarthy Tetrault will be paid at these hourly rates:

       Partners                 C$500 - C$1,070
       Associates               C$375 - C$520

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

Sean Collins, partner of McCarthy Tetrault, 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.

As set forth in the Collins Declaration, during the 90 days prior
to the Petition Date, McCarthy Tetrault received payment from the
Debtors for professional services rendered in the ordinary course
of business in the aggregate amount of C$1,115,070.50 in fees and
C$52,411.90 in expenses, for a total of C$1,225,849.35 including
applicable taxes.

The Court for the District of Delaware will hold a hearing on the
application on March 3, 2014, at 1:00 p.m.  Objections, if any,
were due Feb. 24, 2014, at 4:00 p.m.

McCarthy Tetrault can be reached at:

       Sean Collins, Esq.
       McCARTHY TETRAULT LLP
       Suite 3300, 421 7th Avenue SW
       Calgary AB T2P 4K9
       Tel: (403) 260-3500
       Fax: (403) 260-3501

                   About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.


TUSCANY INTERNATIONAL: Hires Young Conaway as Attorneys
-------------------------------------------------------
Tuscany International Holdings (U.S.A.) Ltd. and its debtor-
affiliates seek authorization from the U.S. Bankruptcy Court for
the District of Delaware to employ Young Conaway Stargatt &
Taylor, LLP as attorneys, nunc pro tunc to the Feb. 2, 2014
petition date.

The Debtors require Young Conaway to:

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

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

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

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

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

Young Conaway will be paid at these hourly rates:

       Michael R. Nestor, Partner       $695
       Kara Hammond Coyle, Partner      $460
       Ashley E. Markow, Associate      $300
       Laurel D. Roglen, Associate      $300
       Troy Bollman, Paralegal          $170

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

Young Conaway was retained to represent the Debtors in connection
with these cases pursuant to an engagement agreement dated Dec.
30, 2013.  On Jan. 28, 2014, Young Conaway received a retainer in
the amount of $100,000, as well as $2,975 for payment of filing
fees.  On Feb. 5, 2014, Young Conaway applied $86,413.80 of the
retainer to outstanding balances existing as of the petition date.
The remainder will constitute as an evergreen retainer as security
for post-petition services and expenses.

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

The Court for the District of Delaware will hold a hearing on the
application on March 3, 2014, at 1:00 p.m.  Objections, if any,
were due Feb. 24, 2014, at 4:00 p.m.

Young Conaway can be reached at:

       Michael R. Nestor, Esq.
       YOUNG CONAWAY STARGATT & TAYLOR, LLP
       Rodney Square
       1000 North King Street
       Wilmington, DE 19801
       Tel: (302) 571-6600
       Fax: (302) 571-1253
       E-mail: mnestor@ycst.com

                   About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.


UM FINANCIAL: Missing Financier Charged With $4.3MM Mortgage Fraud
------------------------------------------------------------------
Tu Thanh Ha, writing for The Globe and Mail, reported that the
RCMP has filed fraud charges against a Toronto Islamic financier
who went missing after he allegedly pocketed $4.3-million in
mortgage payments from Muslim homeowners and used the money to buy
himself gold bars, silver coins and electronics.

According to the report, Omar Kalair portrayed himself as a
trailblazing entrepreneur who, as a middleman, could offer
mortgage arrangements to devout Muslims who believed that they
were forbidden under Islamic law from making interest payments.

Mr. Kalair's two federally registered firms, UM Financial Inc. and
UM Capital Inc., collapsed two years ago, leaving more than 170
homeowners in the lurch, the report said.

The RCMP's Greater Toronto Area Financial Crime Unit announced on
Feb. 19 that the 38-year-old Mr. Kalair is facing criminal charges
of theft over $5,000, fraud over $5,000 and laundering proceeds of
crime, the report related.

The investigation, which was conducted with the Office of the
Superintendent of Bankruptcy, also resulted in three charges under
the Bankruptcy and Insolvency Act of fraudulent disposition of
bankruptcy property, failure to comply and failure to answer
truthfully, the report further related.


USA COMMERCIAL: 9th Cir. Issues Ruling in Suit v. Deloitte
----------------------------------------------------------
A three-judge panel of the U.S. Court of Appeals for the Ninth
Circuit in San Francisco, California, held that the mandate issued
on May 15, 2013, in the case, USACM LIQUIDATING TRUST, Plaintiff-
Appellant, and USA CAPITAL DIVERSIFIED DEED FUND, LLC, Plaintiff,
v. DELOITTE & TOUCHE, Defendant-Appellee, No. 11-15626 (9th Cir.),
is recalled; Appellee Deloitte & Touche's request for publication
is granted, and the Memorandum Disposition filed on April 22,
2013, is withdrawn.  The withdrawn memorandum disposition is
replaced and superseded by an opinion dated Feb. 18.  The panel
said no petitions for rehearing and/or rehearing en banc will be
entertained.

In the Order and Opinion dated Feb. 18 available at
http://is.gd/Mbvrqufrom Leagle.com, Circuit Judges J. Clifford
Wallace and Sandra S. Ikuta, and Hon. Marvin J. Garbis, Senior
District Judge for the U.S. District Court for the District of
Maryland, sitting by designation, upheld an order by the district
court that granted summary judgment in favor of Deloitte & Touche
LLP in the case.

The USACM Liquidating Trust, which was established pursuant to the
confirmed Chapter 11 plan of USA Commercial Mortgage Company, sued
on April 11, 2008, USACM's former outside auditor, Deloitte &
Touche, alleging that Deloitte wrongfully issued unqualified audit
opinions for fiscal years 2000 and 2001, concealing the
misappropriations of USACM's funds through two allegedly
fraudulent schemes perpetrated by Thomas Hantges and Joseph
Milanowski (the owners and controllers of USACM).  The charged
misappropriations caused USACM to sustain millions of dollars in
losses and required its bankruptcy filing.

The Trust took an appeal from the district court's summary
judgment in Deloitte's favor.

The Ninth Circuit, however, held that the district court properly
granted summary judgment to Deloitte on the ground that the
misconduct of Messrs. Hantges and Milanowski must be imputed to
USACM under Nevada's "sole actor" rule.  Under Nevada law, the
sole actor rule imputes an agent's actions to the principal
corporation "even if the agent totally abandons the corporation's
interest" when "the corporation and its agent are
indistinguishable from each other."  The Ninth Circuit said the
record before the district court demonstrated that Messrs. Hantges
and Milanowski utterly controlled and dominated USACM: they were
the majority shareholders, owning collectively at least 83% of the
stock at any given time prior to bankruptcy; held top management
positions including CEO and President, respectively; were the only
two directors until 2001 when they appointed a nominal third
director, who admittedly had no active involvement in the company;
and were perceived by other actors within USACM as the relevant
decision-makers whose actions could not be overridden.

Allan B. Diamond, Esq., and J. Maxwell Beatty, Esq. --
mbeatty@diamondmccarthy.com -- at Diamond McCarthy LLP, in
Houston, Texas, argue for the Trust.

Steve Morris, Esq., and Rosa Solis-Rainey, Esq. --
sm@morrislawgroup.com and rsr@morrislawgroup.com -- at Morris
Peterson, in Las Vegas, Nevada; and Miles N. Ruthberg, Esq.,
Robert W. Perrin, Esq., and Melanie M. Blunschi, Esq. --
miles.ruthberg@lw.com robert.perrin@lw.com and
melanie.blunschi@lw.com -- at Latham & Watkins LLP, in Los
Angeles, California, argue for Deloitte.

                      About USA Commercial

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provided more
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).

Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C.,
represented the Debtors in their restructuring efforts.  Thomas J.
Allison, a senior managing director at Mesirow Financial Interim
Management LLC, served as Chief Restructuring Officer for the
Debtors.

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represented the Official Committee of Unsecured Creditors of
USA Commercial Mortgage Company.  Edward M. Burr at Sierra
Consulting Group, LLC, provided financial advice to the Creditors
Committee of USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represented the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., provided
financial advice to the Equity Committee of USA Diversified.

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represented the Official Committee of Equity Security Holders of
USA Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at
Alvarez & Marsal, LLC, provided financial advise to the Equity
Committee of USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between
$10 million and $50 million.

The Debtor's Chapter 11 plan of reorganization was confirmed on
Jan. 8, 2007.  USACM Liquidating Trust was created pursuant to the
Debtors' Third Amended Joint Chapter 11 Plan of Reorganization,
which became effective March 12, 2007.  Under the Joint Plan, the
Trust obtained the right to enforce USACM's causes of action.


VERITEQ CORP: Louis Haller No Longer a Shareholder
--------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Louis Michael Haller III disclosed that as of
July 3, 2013, he ceased to own any chares of VeriTeQ Corporation's
common stock.

Following the execution of an employment agreement with VeriTeQ
effective Aug. 23, 2012, Mr. Haller was granted a stock option to
purchase an aggregate total of 333,333 shares of the Issuer's
Common Stock.  The option as to 66,667 shares immediately vested
upon grant and the other shares were to vest in four additional
tranches, each tranche as to 66,667 shares, upon meeting certain
conditions.  As a result, Mr. Haller was deemed to beneficially
own 66,667 shares of Common Stock, and all those shares of Common
Stock represented beneficial ownership of approximately 6.5
percent of the Common Stock, based on 1,029,156 shares of Common
Stock issued and outstanding on
Aug. 27, 2012.

On May 3, 2013, Mr. Haller's employment with the Company was
terminated in accordance with an amendment to employment agreement
dated April 10, 2013.  As a result, Mr. Haller had until July 3,
2013, to exercise the vested option to acquire 66,667 shares of
Common Stock.  Mr. Haller did not exercise the option and,
therefore, on July 3, 2013, the option was forfeited.

A copy of the regulatory filing is available for free at:

                        http://is.gd/XUpert

                           About VeriteQ

VeriTeQ, formerly known as Digital Angel Corporation, is a
developer and marketer of innovative RFID technologies for
implantable medical device identification and radiation dosimeters
for use in cancer treatment.

The Company's balance sheet at Sept. 30, 2013, showed $7.72
million in total assets, $13 million in total liabilities and a
$5.27 million total stockholders' deficit.

"We are in the development stage, have incurred operating losses
since our inception and we have a working capital deficit of
approximately $2.7 million as of September 30, 2013.  These
factors raise substantial doubt about our ability to continue as a
going concern," the Company said in its quarterly report for the
period ended Sept. 30, 2013.


VIJAY K. TANEJA: 4th Cir. Split on Avoidance Action Suit
--------------------------------------------------------
The trustee for the bankruptcy estates of Vijay K. Taneja and
Financial Mortgage, Inc., filed an action to avoid and recover
certain payments made by FMI to First Tennessee Bank, National
Association.  The trustee alleged that the payments were
"fraudulent transfers" under 11 U.S.C. Sec. 548, and were part of
a fraudulent scheme carried out by FMI and Taneja.  Specifically,
H. Jason Gold, the trustee, seeks to avoid and recover funds that
FMI transmitted to the bank in 12 payments, which totaled nearly
$4 million, on the ground that the funds were conveyed
fraudulently.

After a trial, the bankruptcy court determined that the bank
proved the affirmative defense of good faith in accordance with
Section 548(c) and dismissed the trustee's action.  The district
court affirmed that decision, and the trustee elevated the matter
to the United States Court of Appeals, Fourth Circuit.

The primary question presented is whether the bank proved its
good-faith defense based on the testimony of two bank employees.

A divided three-judge panel of U.S. Court of Appeals for the
Fourth Circuit in Richmond, Virginia, affirmed.

Circuit Judge Barbara Milano Keenan, who wrote the majority's
opinion, held that "Upon our review, we conclude that the
bankruptcy court and the district court correctly applied the
objective good-faith standard in determining that the bank
employees' testimony provided competent objective evidence that
satisfied the bank's burden of proving its affirmative defense
under Section 548(c). We further conclude that the bankruptcy
court did not clearly err in holding that the bank accepted the
payments from FMI in good faith. Accordingly, we affirm the
district court's judgment."

Circuit Judge Stephanie Thacker concurred.

The third judge, Circuit Judge James A. Wynn, Jr., dissented,
holding that "To succeed with its good faith defense, First
Tennessee Bank had to prove both aspects of good faith. But . . .
it failed to proffer any evidence to support a finding that it
received transfers from FMI with objective good faith in the face
of several alleged red flags. Because it was clear error for the
district court to make the unsupported finding that First
Tennessee Bank received transfers from FMI with objective good
faith, I must respectively dissent from the contrary view of my
colleagues in the majority."

A copy of the Fourth Circuit's Feb. 21 decision is available at
http://is.gd/Z51t5bfrom Leagle.com.

The case is, H. JASON GOLD, Chapter 11, Liquidating Trustee,
Plaintiff-Appellant, v. FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
Defendant-Appellee, No. 13-1058 (4th Cir.).

The Chapter 11 Trustee is represented by:

         Kenneth Oestreicher, Esq.
         Todd M. Brooks, Esq.
         WHITEFORD, TAYLOR & PRESTON, LLP
         Seven Saint Paul Street
         Baltimore, MD 21202-1636
         Tel: 410-347-9401
         Fax: 410-223-4301
         E-mail: koestreicher@wtplaw.com
                 tbrooks@wtplaw.com

              - and -

         Christopher A. Jones, Esq.
         WHITEFORD, TAYLOR & PRESTON, LLP
         3190 Fairview Park Drive, Suite 300
         Falls Church, VA 22042-4510
         Tel: 703-280-9263
         Fax: 703-280-8942
         E-mail: cajones@wtplaw.com

First Tennessee Bank is represented by:

         Clarence A. Wilbon, Esq.
         Annie T. Christoff, Esq.
         BASS, BERRY & SIMS PLC
         The Tower at Peabody Place
         100 Peabody Place
         Memphis, TN 38103
         Tel: (901) 543-5927
         E-mail: cwilbon@bassberry.com
                 achristoff@bassberry.com

              - and -

          Sheila DeLa Cruz, Esq.
          HIRSCHLER FLEISCHER, PC
          Edgeworth Building
          2100 East Cary Street
          Richmond, VA 23223
          Tel: (804) 771-9530
          Fax: (804) 644-0957
          E-mail: sdelacruz@hf-law.com

                       About Taneja and FMI

Vijay K. Taneja and four companies controlled by him, including a
mortgage loan originator known as Financial Mortgage, Inc., filed
voluntary Chapter 11 petitions (Bankr. E.D. Va. Lead Case No.
08-13293) on June 9, 2008.  H. Jason Gold was appointed the
Chapter 11 trustee in all five cases.  James P. Campbell, Esq., at
Campbell Flannery, P.C. in Leesburg, VA, advised the Trustee.  The
Official Committee of Unsecured Creditors was represented by
Lawrence E. Rifken, Esq., at Greenberg Traurig, LLP, in McLean,
Virginia.


WEIGHT WATCHERS: Moody's Lowers CFR to B1; Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Weight
Watchers' International, Inc., including the Corporate Family and
senior secured ratings to B1 from Ba2, and the Probability of
Default rating to B2-PD from Ba3-PD. The Speculative Grade
Liquidity Rating was lowered to SGL-3 from SGL-2. The ratings
outlook remains negative.

Ratings Rationale

"Unexpectedly poor operating results in early 2014 -- in
particular, accelerating declines in meeting recruitment, paid
weeks and attendance -- will result in sharply reduced profits and
cash flow this year, and raise financial leverage considerably",
said Edmond DeForest, Moody's Senior Analyst. Importantly, a
first-ever quarterly decline in internet revenues indicate the
company has yet to introduce products that can at least retain
those dieters now abandoning traditional approaches to try
desktop/mobile applications or activity monitors.

"Consumer demand for weight management is likely to be high and
Weight Watchers is still the market leader, yet the company's
strategy for regaining market share lost to new alternatives is
uncertain", added Moody's DeForest. Heightened business risk along
with expectation of weak financial performance lead to the revised
Corporate family Rating ("CFR") at B1.

Moody's expects a sharp drop in 2014 revenue and EBITDA to about
$1.4 billion and $325 million, respectively, even with management
plans to initiate cost reduction programs. As a result, debt to
EBITDA (after Moody's standard adjustments) may increase to above
7 times, which is high for the B1 CFR. Moody's anticipates Weight
Watchers will remain profitable but down considerably from earlier
expectations and generate at least $100 million of free cash flow.
Lowered free cash flow and in Moody's view financial covenant
constraints will limit Weight Watchers access to about $50 million
of its revolver, so the Speculative Grade Liquidity rating was
revised to SGL-3. Liquidity is considered adequate.

The negative ratings outlook reflects Moody's concern that
evidence of business stabilization may not appear in 2014, which
could imply further deterioration of financial leverage and cash
flow. The ratings outlook could be stabilized if new products or
marketing campaigns lead Moody's to expect meeting attendance,
paid weeks and internet revenues to bottom during 2014, leading to
overall revenue and profit stability, resulting in debt to EBITDA
of less than 6 times and free cash flow to debt of about 8%. A
further downgrade to ratings is possible if Moody's expects
meeting attendance, paid weeks and internet revenues to continue
to decline, or if there are further declines in overall revenues
and profits, or if Moody's anticipates any departure from the
company's deleveraging commitment, or if liquidity becomes less
than adequate.

Downgrades:

Corporate Family Rating, Downgraded to B1 from Ba2

Probability of Default Rating, Downgraded to B2-PD from Ba3-PD

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

Senior Secured Revolving Credit Facility due Apr 2, 2018,
Downgraded to B1 (LGD3, 33%) from Ba2 (LGD3, 33%)

Senior Secured Term Loan due Apr 2, 2016, Downgraded to B1
(LGD3, 33%) from Ba2 (LGD3, 33%)

Senior Secured Term Loan due Apr 2, 2020, Downgraded to B1
(LGD3, 33%) from Ba2 (LGD3, 33%)

The principal methodology used in this rating was 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.

Weight Watchers is a global provider of weight management
services.


WEIGHT WATCHERS: S&P Lowers CCR to 'B+', Placed on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Weight Watchers International Inc.
to 'B+' from 'BB-.  At the same time, S&P lowered its issue-level
ratings on Weight Watchers' senior secured revolving credit and
term facilities to 'BB-' (one notch higher than our corporate
credit rating on the company) from 'BB'.  S&P's recovery rating on
these facilities is '2', indicating its expectation of substantial
(70% to 90%) recovery for lenders in the event of a payment
default.

Additionally, S&P placed all of its ratings on the company on
CreditWatch with negative implications.

"The downgrade reflects our revised forecast for Weight Watchers,
which continues to struggle with declining enrollment and
revenues," said Standard & Poor's credit analyst Linda Phelps.
"We now forecast the ratio of debt to EBITDA could approach 6x in
2014.  We estimate this ratio was in the high-4x area in 2013."

"The CreditWatch listing with negative implications reflects our
view that we could lower the ratings if we believe leverage will
be sustained above 6x, or if we reassess Weight Watchers business
risk profile unfavorably because of the evolving competitive
landscape.  Alternatively, we could affirm the ratings if we
believe the company can effectively respond to competitive
threats, which could enable it to reverse declining enrollment and
profit trends, and maintain credit ratios consistent with our
revised forecast, including leverage below 6x. We will resolve the
CreditWatch listing for Weight Watchers following our review of
the company's business strategies, including revenue generation
and cost reduction initiatives, and financial policy, including
any debt reduction strategies," S&P noted.


WESTMORELAND COAL: Closes Offering of $425 Million Senior Notes
---------------------------------------------------------------
Westmoreland Coal Company closed its previously announced private
offering of $425 million in aggregate principal amount of 10.75
percent Senior Secured Notes.

The proceeds from the offering will be used primarily to pay the
purchase price and related expenses for Westmoreland's acquisition
of Sherritt International Corporation's coal mining operations, to
prepay the outstanding senior secured notes issued by a
subsidiary, and for working capital.  The proceeds will be held in
escrow pending the completion of the Sherritt acquisition, which
is expected to occur by the end of the first quarter of 2014.

The notes were offered only to qualified institutional buyers
under Rule 144A of the Securities Act of 1933, as amended, and to
buyers outside the United States pursuant to Regulation S under
the Securities Act.  The notes have not been registered under the
Securities Act, and until so registered, the notes may not be
offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state securities laws. This press release does not
constitute an offer to sell or the solicitation of an offer to buy
the notes.

In addition, Westmoreland successfully completed its previously
announced solicitation of consents from holders of its outstanding
10.75 percent Senior Secured Notes, allowing it to increase
borrowing availability under its revolving credit agreement.
Westmoreland received consent from holders of approximately 83.5
percent of the principal amount of existing notes, exceeding the
consent required under the Indenture to approve the amendments.

The amendments will be implemented through the adoption of a
second supplemental indenture, which will become operative only
upon the completion of the Sherritt acquisition and disbursement
of the previously announced cash payment of $1.25 per $1,000 in
principal amount of existing notes to holders of existing notes
that consented to the amendments.

Additional information is available for free at:

                         http://is.gd/B0d4ie

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss of $13.66 million in 2012, a
net loss of $36.87 million in 2011, and a net loss of $3.17
million in 2010.  The Company's balance sheet at Sept. 30, 2013,
showed $939.83 million in total assets, $1.22 billion in total
liabilities and a $280.31 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


XTREME POWER: U.S. Trustee Appoints 3-Member Creditors Panel
------------------------------------------------------------
Judy A. Robbins, the U.S. Trustee for Region, on Feb. 6 appointed
three members to the official committee of unsecured creditors in
the Chapter 11 case of Xtreme Power.

The Creditors Committee members are:

      1. Margaret M. McKay
         Toshiba International Corporation
         13131 West Little York Road
         Houston, TX 77041
         E-mail: Margaret.mckay@tic.toshiba.com
         Tel: 713-466-0277 ext 3810
         Fax: 713-896-5251

      2. Robert J. Bruckmann
         Dynapower Company LLC
         85 Meadowland Dr.
         So. Burlington, VT 05401
         E-mail: bbruckmann@dynapower.com
         Tel: 802-652-1333
         Fax: 801 652-1377

      3. Michelle Romonek
         Control Panels USA, Inc.
         16310 Bratton Ln
         Bld 1, Ste. 100
         Austin, TX 78728
         E-mail: mromonek@controlpanelsusa.net
         Tel: 512-863-3224
         Fax: 512-866-5446

                       About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.

Judge Christopher H. Mott presides over the case.

The Debtors have tapped Shelby A. Jordan, Esq., Harlin C. Womble,
Jr., Esq., Nathaniel Peter Holzer, Esq., Brennon Gamblin, Esq.,
Susan M. Womble, Esq., and Antonio Ortiz, Esq., at Jordan Hyden
Womble & Culbreth & Holzer, P.C., as bankruptcy attorneys, Baker
Botts L.L.P. as special counsel, Gordian Group, LLC, as investment
banker and financial advisor.

Xtreme Power Inc. estimated assets of at least $10 million and
liabilities of at least $50 million.

Xtreme Power on Feb. 7 won bankruptcy court approval to eliminate
a February deadline for bids and instituted a straight auction
process in March.  Horizon Technology Finance Corporation will
provide debtor-in-possession financing and serve as the stalking
horse at the auction with a bid of $10 million and a pledge not to
compete with firms bidding higher.


XTREME POWER: Panel Retains Hohmann Taube as Bankr. Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors for Xtreme Power
Inc. et al filed papers with the U.S. Bankruptcy Court seeking to
retain Hohmann, Taube & Summers, L.L.P. as counsel.

The firm will, among other things, provide these services:

(a) advise the Committee and its members as to rights and
    responsibilities and as to matters and issues arising in this
    proceeding and any related proceeding;

(b) negotiate with the Debtor and other parties in interest with
    respect to the direction of this case including, but not
    limited to, any chapter 11 plan for the Debtors or any sale by
    the Debtors; and

(c) prepare on behalf of the Committee all necessary applications,
    motions, and other pleadings and papers in connection with
    this case.

The panel attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The Firm has not received a retainer.  The hourly rates of
attorneys range from $225.00 to $550.00 per hour.  The primary
counsel will be Eric J. Taube, Esq., whose rate is $550.00 per
hour.

                       About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.

Judge Christopher H. Mott presides over the case.

The Debtors have tapped Shelby A. Jordan, Esq., Harlin C. Womble,
Jr., Esq., Nathaniel Peter Holzer, Esq., Brennon Gamblin, Esq.,
Susan M. Womble, Esq., and Antonio Ortiz, Esq., at Jordan Hyden
Womble & Culbreth & Holzer, P.C., as bankruptcy attorneys, Baker
Botts L.L.P. as special counsel, Gordian Group, LLC, as investment
banker and financial advisor.

Xtreme Power Inc. estimated assets of at least $10 million and
liabilities of at least $50 million.

Xtreme Power on Feb. 7 won bankruptcy court approval to eliminate
a February deadline for bids and instituted a straight auction
process in March.  Horizon Technology Finance Corporation will
provide debtor-in-possession financing and serve as the stalking
horse at the auction with a bid of $10 million and a pledge not to
compete with firms bidding higher.


XTREME POWER: Inc Files Schedules of Assets and Liabilities
----------------------------------*------------------------
Xtreme Power Inc. filed with the Bankruptcy Court for the Western
District of Texas its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $7,004,915
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $49,996,995
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,746,287
                                 -----------      -----------
        TOTAL                     $7,004,915      $65,743,283

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.

Judge Christopher H. Mott presides over the case.

The Debtors have tapped Shelby A. Jordan, Esq., Harlin C. Womble,
Jr., Esq., Nathaniel Peter Holzer, Esq., Brennon Gamblin, Esq.,
Susan M. Womble, Esq., and Antonio Ortiz, Esq., at Jordan Hyden
Womble & Culbreth & Holzer, P.C., as bankruptcy attorneys, Baker
Botts L.L.P. as special counsel, Gordian Group, LLC, as investment
banker and financial advisor.

Xtreme Power Inc. estimated assets of at least $10 million and
liabilities of at least $50 million.

Xtreme Power on Feb. 7 won bankruptcy court approval to eliminate
a February deadline for bids and instituted a straight auction
process in March.  Horizon Technology Finance Corporation will
provide debtor-in-possession financing and serve as the stalking
horse at the auction with a bid of $10 million and a pledge not to
compete with firms bidding higher.


XTREME POWER: Grove Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Xtreme Power Grove LLC filed with the Bankruptcy Court for the
Western District of Texas its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $5,179,692
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $7,342,792
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $24,539,485
                                 -----------      -----------
        TOTAL                     $5,179,692      $31,882,277

                       About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.

Judge Christopher H. Mott presides over the case.

The Debtors have tapped Shelby A. Jordan, Esq., Harlin C. Womble,
Jr., Esq., Nathaniel Peter Holzer, Esq., Brennon Gamblin, Esq.,
Susan M. Womble, Esq., and Antonio Ortiz, Esq., at Jordan Hyden
Womble & Culbreth & Holzer, P.C., as bankruptcy attorneys, Baker
Botts L.L.P. as special counsel, Gordian Group, LLC, as investment
banker and financial advisor.

Xtreme Power Inc. estimated assets of at least $10 million and
liabilities of at least $50 million.

Xtreme Power on Feb. 7 won bankruptcy court approval to eliminate
a February deadline for bids and instituted a straight auction
process in March.  Horizon Technology Finance Corporation will
provide debtor-in-possession financing and serve as the stalking
horse at the auction with a bid of $10 million and a pledge not to
compete with firms bidding higher.


XTREME POWER: Systems Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Xtreme Power Systems, LLC, filed with the Bankruptcy Court for the
Western District of Texas its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $743,210
  B. Personal Property            $3,560,711
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,165,538
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $580,485
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $78,920,849
                                 -----------      -----------
        TOTAL                    $4,303,921       $87,666,873

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.

Judge Christopher H. Mott presides over the case.

The Debtors have tapped Shelby A. Jordan, Esq., Harlin C. Womble,
Jr., Esq., Nathaniel Peter Holzer, Esq., Brennon Gamblin, Esq.,
Susan M. Womble, Esq., and Antonio Ortiz, Esq., at Jordan Hyden
Womble & Culbreth & Holzer, P.C., as bankruptcy attorneys, Baker
Botts L.L.P. as special counsel, Gordian Group, LLC, as investment
banker and financial advisor.

Xtreme Power Inc. estimated assets of at least $10 million and
liabilities of at least $50 million.

Xtreme Power on Feb. 7 won bankruptcy court approval to eliminate
a February deadline for bids and instituted a straight auction
process in March.  Horizon Technology Finance Corporation will
provide debtor-in-possession financing and serve as the stalking
horse at the auction with a bid of $10 million and a pledge not to
compete with firms bidding higher.


YRC WORLDWIDE: Deutsche Bank Stake at 5.2% as of Dec. 31
--------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Deutsche Bank AG and Deutsche Bank Securities Inc.
disclosed that as of Dec. 31, 2013, they beneficially owned
810,725 shares of common stock of YRC Worldwide, Inc.,
representing 7.21 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/TpLodN

                        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.


YSC INC: March 7 Hearing on Whidbey Bid to Foreclose on Ramada Inn
------------------------------------------------------------------
YSC Inc., owner of the Comfort Inn in Federal Way, Washington, and
the Ramada Inn in Olympia, Washington, is moving closer to exiting
bankruptcy protection with the filing of a plan of reorganization
on Jan. 31.  YSC intends to sell the Comfort Inn and the Ramada
Inn, but will continue to operate the hotels until they are sold.

YSC owns the hotels but not the real estate, which is owned
personally by the Debtor's principals, the Yims.

YSC, however, has to deal with a request by a lender to foreclose
on the Ramada Inn.

Whidbey Island Bank, which holds a third deed of trust on the
Comfort Inn and a first deed of trust on the Ramada Inn, has asked
the Bankruptcy Court for relief from the automatic stay to
foreclose its deed of trust on the real property of Sang Kil Yim
and Chan Sook Yim commonly known as Ramada Hotel.

Like the Comfort Inn, the Yims own the real estate but the Debtor
operates the Ramada Inn and owns the personal property therein.
Whidbey also holds a deed of trust on the Yims' residence.

Per its proof of claim, the amount owed to Whidbey as of Dec. 16,
2013, was $13,261,564.  Per Whidbey's appraisal, the Ramada Inn is
valued at $12,800,000 for the real estate and personal property.
The current contract interest is 6.25%, and the current contract
payment is $96,309.

In papers filed with the Bankruptcy Court on Dec. 27, YSC said
Whidbey is adequately protected and fully secured.  The Debtor
added that Whidbey's loan is secured on personal property of the
Ramada Inn, well as the Ramada Inn real estate.

YSC said Whidbey is the only deed of trust holder on the Ramada
Inn, therefore, it will be protected by an equity cushion at the
time of plan confirmation.

The Debtor also said it intends to continue monthly payments to
Whidbey.  By the date of the hearing on the relief from stay, the
Debtor said it will file a plan which proposes to make ongoing
monthly payments to Whidbey for five years, at which point the
Debtor will refinance (or sell) the Ramada Inn.

A hearing on Whidbey's request for stay relief is scheduled for
March 7, 2014, at 9:30 a.m.

Scott Hutchison, Esq., counsel for Whidbey Island Bank, in
response to the Debtor's filings, said the Court must grant
Whidbey's request.

As reported in the Troubled Company Reporter on Jan. 13, 2014,
Whidbey said relief from stay will allow it to proceed with the
foreclosure of its deed of trust on the real property of Sang Kil
Yim and Chan Sook, and the personal property located thereon
including but not limited to furniture, fixtures, equipment and
inventory.  Additionally, the relief will permit Whidbey to file
its petition for the appointment of a custodial receiver of the
real and personal property in the Thurston County Superior Court.

Whidbey also requested that the Debtor be ordered to turn over to
the funds held in Anchor Bank account or such other account
established for the rental proceeds of the Ramada Inn.

According to the Debtor's Plan, the Comfort Inn is subject to a
purchase and sale agreement for $7,500,000.  The Debtor said it
may receive additional offer(s) from other potential buyer(s).
The Debtor has filed a separate motion to approve sale of its
personal property wherein the court may approve the highest and
best purchase and sale agreement.  In the interim, the Debtor will
continue to operate the Comfort Inn and make payments from the
revenue therefrom until the sale closes.

The Debtor will also continue to operate the Ramada Inn throughout
the period of the plan, and will fund the plan from the revenue
therefrom until the Ramada Inn is sold or refinanced.

A copy of the disclosure statement is available for free at:

     http://bankrupt.com/misc/YSC72ds.pdf

A copy of the reorganization plan is available for free at:

     http://bankrupt.com/misc/YSC73plan.pdf

                          About YSC Inc.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.

Bankruptcy Judge Marc L. Barreca presides over the case.  Wells
and Jarvis, P.S., serves as YSC's counsel.


ZALE CORP: Golden Gate Capital Scores Again on Buyout
-----------------------------------------------------
Maureen Farrell, writing for The Wall Street Journal, reported
that private-equity firm Golden Gate Capital will clean up on
Signet Jewelers Ltd.'s $690 million deal to buy its rival Zale
Corp. for $21 per share. That's because Golden Gate is Zale's top
shareholder, holding 11 million in warrants that it had the option
to exercise at at $2 per share.

On just its Zale warrants, Golden Gate generated profits of more
than $200 million, the report said.

Shares of Zale jumped more than 40% on Feb. 19, the report
related.  Investors also rewarded Signet Jewelers, pushing the
acquirer's stock up 17% on the same day.  Signet estimates that
the deal could generate synergies of $100 million within three
years.

Golden Gate came to Zale's rescue in 2010 giving the retailer,
which was nearing bankruptcy, a lifeline in the form of a $150
million secured loan, the report further related.  With this loan,
Golden Gate acquired its warrants for Zale.

Since then, Zale's management team has been successfully executing
on a multi-year turnaround plan, the report said.  In January, the
jewelry retailer impressed investors with its 2013 holiday sales
figures during a year when many retailers fell flat.

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corporation disclosed net earnings of $10.01 million on $1.88
billion of revenues for the year ended July 31, 2013, as compared
with a net loss of $27.31 million on $1.86 billion of revenues for
the year ended July 31, 2012.

As of Oct. 31, 2013, Zale Corporation had $1.31 billion in total
assets, $1.16 billion in total liabilities and $152.95 million in
total stockholders' investment.


ZOGENIX INC: Federated Stake at 24.8% as of Dec. 31
---------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Federated Investors, Inc., and its affiliates
disclosed that as of Dec. 31, 2013, they beneficially owned
35,782,213 shares of common stock of Zogenix Inc. representing
24.87 percent of the shares outstanding.  Federated Investors
previously reported beneficial ownership of 31,032,213 common
shares as of Dec. 31, 2012.  A copy of the regulatory filing is
available for free at http://is.gd/oPISEj

                          About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $54.63 million in total assets,
$68.52 million in total liabilities and a $13.88 million total
stockholders' deficit.


* Out-Of-Court Municipal Restructuring Will Rise, Experts Say
-------------------------------------------------------------
Law360 reported that while Detroit's bankruptcy has caught the
attention of financially strapped municipalities nationwide,
experts said that it's more likely that out-of-court
restructurings are going to balloon, not Chapter 9 petitions,
especially since there is so little case law on hot-button issues
such as pension liabilities.

According to the report, bankruptcy and restructuring experts
sitting on a panel to discuss Chapter 9 trends at the TMA
Distressed Investing Conference in Las Vegas noted that a
bankruptcy judge's rulings in Detroit's case have been generally
friendly toward the city.


* American Express Merchant Fee Accord Wins Court Approval
----------------------------------------------------------
Christie Smythe, writing for Bloomberg News, reported that
American Express Co. won preliminary court approval of a
settlement with U.S. merchants over transaction fees that the
retailers say complements a multibillion-dollar accord with Visa
Inc. and MasterCard Inc.

According to the report, U.S. District Judge Nicholas Garaufis in
Brooklyn, New York, made the ruling on Feb. 7 and scheduled a
Sept. 17 hearing on final approval.  The deal allows shops to
encourage customers to use debit cards, which cost retailers less
to process than credit-card purchases.

The accord "unlocks the value" of the settlement with Visa and
MasterCard, lawyers for businesses that accept American Express
cards said in a Dec. 20 court filing, the report related.

Under that settlement, Visa and MasterCard offered businesses some
ability to add surcharges to credit-card transactions as a way to
steer customers away from them, the report further related.  Such
surcharges could only be used if New York-based American Express
permitted the practice as well.

The Visa and MasterCard deal also involved a payment of
$5.7 billion in damages to the class of retailers, the report
said.  Damages aren't part of the American Express settlement.


* Bill to Force Refunds of Overpaid Foreclosure Costs in Colorado
-----------------------------------------------------------------
David Migoya, writing for The Denver Post, reported that lawyers
who pass on to homeowners the court costs of filing a foreclosure
lawsuit against them would have to prove they incurred the
expenses, under a legislative bill -- but only if someone asks.

Additionally, foreclosure lawyers would be required under the bill
proposed by Rep. Beth McCann, D-Denver, to keep receipts and other
proof that the expenses they say a homeowner must pay to end the
foreclosure process are real, the report said.

The legislation, HB-1130, unanimously passed a House subcommittee
and will be heard by the entire assembly, the report related.  If
it passes the House, it will move to the Senate for hearings.

"It's really a common-sense bill," said McCann, who has failed
several times to bring legislative changes to the state's
foreclosure process, the report further related.

This time, though, she received outright support from the Colorado
Public Trustees Association, which specifically backs a provision
requiring refunds of cure overpayments to be given to homeowners
and not foreclosing banks, as had been the practice in some
counties, the report added.


* Fed Approves Tough U.S. and Foreign Bank Liquidity Rule
---------------------------------------------------------
Ronald Orol, writing for The Deal, reported that the Federal
Reserve on Feb. 18 approved a tough package of rules for the
biggest banks operating in the U.S., a move that central bankers
believe could help avoid a repeat of the crisis that shook global
markets in 2008.  However, the central bank also punted or
substantially delayed some of the more stringent provisions that
many critics of the large financial institutions had been seeking.

According to the report, the Fed, under newly approved chair Janet
Yellen in her first public meeting as head of the central bank,
voted unanimously to require the largest U.S. institutions with
$50 billion or more in assets hold more short-term "highly liquid"
assets that they believe would help a bank stabilize itself in a
crisis.  Banks will also need to set up a risk committee of
individuals responsible for making sure executives are advised on
when to cut back on investments that could pose a risk to the
institutions and to the financial markets if their value suddenly
dropped.  The rule would apply to the largest 24 U.S.-based banks
and about 100 foreign institutions operating here, with more
restrictions on the largest firms that make up this group.

"The traditional framework for supervising and regulating major
financial institutions and assessing risks contained material
weaknesses," Yellen said, the report cited.  "The final rule would
help address these sources of vulnerability."

However, the final rule did not set up new capital and liquidity
requirements for so called non-bank systemically important
financial institutions, even though a Dec. 2011 proposal suggested
the Fed would issue requirements for them too, the report said.
So far, regulators have designated three non-bank firms as
systemically risky, including American International Group Inc.,
whose collapse was instrumental in the 2008 panic.  A Fed official
suggested the central bank will take more time to consider capital
restrictions on non-bank firms designated as a potential threat to
the financial system, in particular on insurance firms, which the
central bank is not an expert at regulating.  In addition to AIG,
regulators have designated Prudential Financial Inc. and GE
Capital, a unit of General Electric Co., as systemically important
firms.


* Fifth Third Bank Mistakenly Reports Customers as "Bankrupt"
-------------------------------------------------------------
Dan Horn, writing for Cincinnati Enquirer, reported that Fifth
Third Bank mistakenly told credit agencies last fall that some of
its customers were bankrupt.

According to the report, bank officials won't say how many
customers were affected, other than that it was "a limited
number."

The error occurred late last fall and was caught soon after, said
Fifth Third spokeswoman Stephanie Honan, the report related.  She
said the bank moved quickly to notify credit agencies about the
mistake so the notification would not affect customers' credit
scores.

"They should have no impact on their reports," Honan said of
customers' scores, the report cited.

Credit scores matter because they are crucial when lenders
determine whether to approve loans, the report pointed out.  A bad
score makes it difficult to secure loans for homes, cars and other
major purchases.


* JPMorgan's $13 Billion Accord Seen Needing Court Review
---------------------------------------------------------
Andrew Zajac and Cheyenne Hopkins, writing for Bloomberg News,
reported that JPMorgan Chase & Co.'s $13 billion fraud settlement
with the U.S. government should be blocked until a court is able
to review it, a Wall Street watchdog group founded by an Atlanta
hedge fund manager said.

According to the report, Better Markets Inc. is seeking judicial
scrutiny of the accord because it's the largest settlement "with a
single entity in the 237-year history of the U.S.," according to a
complaint filed today in Washington federal court. "No one has any
ability to determine if the $13 billion agreement is fair" or "if
it is a sweetheart deal," the group said in the filing.

The accord, announced in November, settled allegations that the
biggest U.S. lender by assets misled investors and the public when
it sold bonds backed by faulty residential mortgages, the report
related.  U.S. and state officials blamed JPMorgan's actions for
helping to cause the credit crisis, and said the agreement didn't
shield JPMorgan or its employees from possible charges.

The Justice Department "acted as investigator, prosecutor, judge,
juror, sentencer and collector," Dennis Kelleher, chief executive
officer of Better Markets, said at a press conference in
Washington, the report cited.  The agreement was "mostly designed
to conceal, not reveal."

The case is Better Markets Inc. v. U.S. Department of Justice, 14-
cv-00190, U.S. District Court, District of Columbia (Washington).


* Hope for NYC Hospitals Rises With $8-Bil. Medicaid Waiver Deal
----------------------------------------------------------------
Law360 reported that New York state reached a deal with the
federal government to push $8 billion in Medicaid savings into
reforming its health care delivery system, potentially keeping
several bankrupt or insolvent hospitals operating, with New York
City Mayor Bill de Blasio hailing the accord as "long-overdue good
news."

According to the report, the breakthrough between the state and
the Obama administration came some 18 months after Gov. Andrew
Cuomo first announced the state's application for the so-called
Medicaid 1115 waiver on Aug. 6, 2012.


* Panel Seeks Greater Disclosures on Pension Health
---------------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that a panel of risk experts sees a teachable moment in
Detroit's bankruptcy and pension woes.

According to the report, a blue-ribbon panel of the Society of
Actuaries -- the entity responsible for education, testing and
licensing in the profession -- says that more precise, meaningful
information about the health of all public pension funds would
give citizens the facts they need to make informed decisions.

The DealBook said the panel will recommend that pension actuaries
provide plan boards of trustees and, ultimately, the public with
the fair value of pension obligations and estimates of the annual
cash outlays needed to cover them. That means pension officials
would disclose something they have long resisted discussing: the
total cost, in today's dollars, of the workers' pensions, assuming
no credit for expected investment gains over the years.

?We think it would be a useful benchmark for plans to have,? said
Robert W. Stein, the panel's chairman, who is both an actuary and
a certified public accountant, the report cited.  ?We're
optimistic that the information would enable them to better
appreciate the future and what it might bring.?

Economists refer to this elusive number as the plan's total
liability, discounted at a risk-free rate, the report said.  They
have called for its disclosure for years, saying it would help
pension trustees make better decisions. Economists have calculated
rough approximations in recent years for various states and
cities, but only the plan actuaries have the data needed for
precise calculations.


* Senate Votes to Restore Military Pensions
-------------------------------------------
Jennifer Liberto, writing for CNN.com, reported that the Senate
overwhelmingly passed a bill to restore military pension
increases, which is good news for 750,000 military retirees who
had tens of thousands of dollars at stake.

According to the report, the Senate voted 95-to-3 in favor of the
bill, which the House passed.  The measure reinstates cost-of-
living hikes in the pensions for all current retirees and anyone
who enlisted before Jan. 1.

In December, a deal to fund the federal government led Congress to
trim a full percentage point from cost-of-living raises for
military retirees starting in 2015, yielding $6.3 billion in
savings, the report related.

The move sparked outrage among veterans and retiree groups, who
accused Congress of "betraying" promises made to those who risked
their lives in wars overseas, the report further related.

The cuts would decrease the pensions of 750,000 military
personnel, the report said.  Over the course of their lifetime,
those cuts would trim, on average, around $69,000 from enlisted
members' pensions and $87,000 from officers' pensions, according
to a Congressional Research Service report this month.


* CFTC Is Set to Ease Rules on Trading Swaps Overseas
-----------------------------------------------------
Andrew Ackerman and Katy Burne, writing for The Wall Street
Journal, reported that regulators in Washington and Brussels
agreed to ease rules on overseas swaps trading, exempting European
trades and electronic platforms from U.S. regulations.

According to the report, the deal between the Commodity Futures
Trading Commission and the European Union's executive arm will
allow U.S. firms to trade swaps on European platforms as long as
those systems are governed by rules closely mirroring those
ushered in as part of the 2010 Dodd-Frank financial overhaul law.
Right now, the United Kingdom currently has such standards in
place, CFTC officials said.

The pact reflects efforts by global policy makers to impose a
coordinated set of international rules that will give more insight
into the trading of derivatives, which were at the heart of the
2008 financial crisis. U.S. policy makers, including Treasury
Secretary Jacob Lew, have warned against a "race to the bottom"
and encouraged global regulators to impose tough international
restrictions that will impose transparency on swaps trading, the
report said.  But progress has been slow, particularly in Europe.
While the U.S. trading rules are set to go into effect on February
15, Europe isn't expected to have rules in place across the
continent until the end of 2016.

Michel Barnier, the EU commissioner responsible for financial-
market regulation, said the pact "is an important further step in
implementing a joined up, consistent global approach to ensure
that financial markets work for the benefit of the real economy,"
the report cited.

Acting CFTC Chairman Mark Wetjen said, "The two commissions have
provided confirmation this week that a global race- to-the-top in
derivatives regulation is possible," the report further cited.


* Ex-BofA Executive Pleads Guilty in Muni Bond Rigging Case
-----------------------------------------------------------
Melba Newsome and Jef Feeley, writing for Bloomberg News, reported
that former Bank of America Corp. executive Phillip D. Murphy
pleaded guilty to conspiring to defraud bond investors and the
U.S. government through a bid-rigging scheme, prosecutors said.

According to the report, Murphy, former head of the bank's
municipal derivatives desk, admitted in federal court in
Charlotte, North Carolina, to manipulating the bidding process for
investment agreements covering municipal-bond proceeds, Steven
Tugander, a U.S. Justice Department lawyer, said on Feb. 11 in an
interview.

Murphy's guilty plea resulted from the government's multiyear
probe of bid-rigging of investment contracts involving monies
generated by municipal bonds, the report related.  Bank of
America, JPMorgan Chase & Co., UBS AG, Wells Fargo & Co. and
General Electric Co. have acknowledged that former employees
engaged in illegal activity in connection with the scheme, and the
companies paid a total of $743 million in restitution and
penalties.

"By manipulating what was intended to be a competitive bidding
process, the conspirators defrauded municipalities, public
entities and taxpayers across the country," Brent Snyder, a
Justice Department prosecutor who specializes in antitrust cases,
said in an e-mailed statement, the report related.

The case is U.S. v. Murphy, 12-cr-00235, U.S. District Court,
Western District of North Carolina (Charlotte).


* Fla. Supreme Court Untangles Self-Insured Retentions
------------------------------------------------------
Law360 reported that the Florida Supreme Court let a contractor
use third-party payments to satisfy the self-insured retention in
a liability policy, reassuring a wide swath of policyholders that
they can count on additional insured coverage and providing
guidance to bankruptcy courts that are puzzled about how insurance
policies should be triggered.

According to the report, the ruling answered a pair of questions
sent by the Eleventh Circuit in an insurance dispute stemming from
a $1.6 million settlement of injury claims against Intervest
Construction of Jax Inc. and ICI Homes Inc.


* Massachusetts Attorney General Seeks Ban on Liens by Casinos
--------------------------------------------------------------
Mark Arsenault, writing for The Boston Globe, reported that State
Attorney General Martha Coakley urged Massachusetts regulators to
prohibit casinos from placing liens on the homes of patrons with
unpaid gambling debts, calling the practice "deeply concerning" in
a letter to the state gambling commission.

"Protecting against predatory lending and overly aggressive debt
collection in the gaming industry is critical, because the odds
are stacked against the patron being able to earn back the value
of the loan," wrote Coakley, who is also a candidate for governor,
the report cited. "This practice by the gaming industry in which
customers' homes are put at risk should not be allowed."

Coakley cited an article in the Globe that detailed the
longstanding practice by the two large Connecticut tribal casinos,
Mohegan Sun and Foxwoods, of placing liens on homes of residents
who owe the casinos money advanced for gambling, the report said.

Casino industry specialists have said it is unusual for a gambling
business to employ property liens as a collection tactic, the
report related.

"This story highlights the need for a robust set of consumer
protection regulations before these establishments begin
operations," Coakley wrote, the report further cited.


* Hungry for Cash, Casual Dining Cos. May Flock to Ch. 11
---------------------------------------------------------
Law360 reported that distressed investors have been jumping on
opportunities to buy casual dining restaurants' debt in recent
months, and while some struggling chains are managing to
restructure themselves out of court, experts say low revenues
could lead to a boost in Chapter 11 filings.

The report pointed out that recent bankruptcy filings in the
sector include Furr's Cafeteria parent Buffet Partners LP earlier
this month, and F&H Acquisition Corp., parent of the Fox & Hound
and Champps chains, in December.


* Regulator Halts Ocwen-Wells Fargo Mortgage-Servicing Deal
-----------------------------------------------------------
Shayndi Raice, writing for The Wall Street Journal, reported that
the red-hot market to buy mortgage-servicing rights got a splash
of cold water as a New York regulator stopped a $2.7 billion deal.

According to the report, Ocwen Financial Corp., one of the
nation's largest mortgage servicers, said the state's Department
of Financial Services "halted indefinitely" its agreement to buy
the rights to service $39 billion of loans from Wells Fargo & Co.

The office of Benjamin Lawsky, superintendent of the New York
regulator, has been investigating Ocwen since December 2012 over
alleged abusive behavior toward homeowners, said a person familiar
with the matter, the report related.  The regulator scuttled the
Wells Fargo deal because it was concerned about Ocwen's ability to
handle more loans given the alleged abuses, added the person.

Mortgage servicers collect payments from homeowners and distribute
the payments to investors who own the loans through mortgage
securities, the report further related.

"Ocwen will continue to work closely with the NY DFS to resolve
its concerns about Ocwen's servicing portfolio," the company said,
the report cited. A Wells Fargo spokesman declined to comment.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-     Total
                                  Total   Holders'   Working
                                 Assets     Equity   Capital
  Company          Ticker          ($MM)      ($MM)     ($MM)
  -------          ------        ------   --------   -------
ABSOLUTE SOFTWRE   OU1 GR         142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE   ABT CN         142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE   ALSWF US       142.1      (11.2)     (6.3)
ADAMIS PHARMACEU   CY3B GR          3.5       (4.9)     (4.9)
ADVANCED EMISSIO   ADES US        106.4      (46.1)    (15.3)
ADVANCED EMISSIO   OXQ1 GR        106.4      (46.1)    (15.3)
ADVENT SOFTWARE    AXQ GR         456.3     (111.8)   (106.0)
ADVENT SOFTWARE    ADVS US        456.3     (111.8)   (106.0)
AERIE PHARMACEUT   AERI US          7.2      (22.4)    (11.0)
AERIE PHARMACEUT   0P0 GR           7.2      (22.4)    (11.0)
AGENUS INC         AGEN US         37.7       (2.9)     21.2
AIR CANADA-CL A    AC/A CN      9,481.0   (3,056.0)    105.0
AIR CANADA-CL A    ADH GR       9,481.0   (3,056.0)    105.0
AIR CANADA-CL A    AIDIF US     9,481.0   (3,056.0)    105.0
AIR CANADA-CL A    ADH TH       9,481.0   (3,056.0)    105.0
AIR CANADA-CL B    ADH1 GR      9,481.0   (3,056.0)    105.0
AIR CANADA-CL B    ADH1 TH      9,481.0   (3,056.0)    105.0
AIR CANADA-CL B    AIDEF US     9,481.0   (3,056.0)    105.0
AIR CANADA-CL B    AC/B CN      9,481.0   (3,056.0)    105.0
ALLIANCE HEALTHC   AIQ US         515.6     (131.4)     61.3
AMC NETWORKS-A     AMCX US      2,524.8     (611.9)    790.3
AMC NETWORKS-A     9AC GR       2,524.8     (611.9)    790.3
AMER RESTAUR-LP    ICTPU US        33.5       (4.0)     (6.2)
AMERICAN AIRLINE   A1G GR      26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE   AAL US      26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE   A1G TH      26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE   AAL* MM     26,780.0   (7,922.0)    143.0
AMR CORP           ACP GR      26,780.0   (7,922.0)    143.0
AMYLIN PHARMACEU   AMLN US      1,998.7      (42.4)    263.0
ANACOR PHARMACEU   44A TH          44.9       (7.3)     17.0
ANACOR PHARMACEU   44A GR          44.9       (7.3)     17.0
ANACOR PHARMACEU   ANAC US         44.9       (7.3)     17.0
ANGIE'S LIST INC   8AL GR         105.6      (18.5)    (21.7)
ANGIE'S LIST INC   8AL TH         105.6      (18.5)    (21.7)
ANGIE'S LIST INC   ANGI US        105.6      (18.5)    (21.7)
ARRAY BIOPHARMA    ARRY US        146.3       (5.4)     90.2
ARRAY BIOPHARMA    AR2 TH         146.3       (5.4)     90.2
ARRAY BIOPHARMA    AR2 GR         146.3       (5.4)     90.2
ATLATSA RESOURCE   ATL SJ         768.5      (14.1)     30.2
AUTOZONE INC       AZ5 GR       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC       AZ5 TH       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC       AZO US       7,023.4   (1,721.2)   (962.6)
BARRACUDA NETWOR   CUDA US        236.2      (90.1)    (66.5)
BARRACUDA NETWOR   7BM GR         236.2      (90.1)    (66.5)
BERRY PLASTICS G   BERY US      5,264.0     (183.0)    681.0
BERRY PLASTICS G   BP0 GR       5,264.0     (183.0)    681.0
BRP INC/CA-SUB V   DOO CN       1,875.1      (63.7)    116.5
BRP INC/CA-SUB V   B15A GR      1,875.1      (63.7)    116.5
BRP INC/CA-SUB V   BRPIF US     1,875.1      (63.7)    116.5
BURLINGTON STORE   BURL US      2,980.9     (215.8)    145.9
BURLINGTON STORE   BUI GR       2,980.9     (215.8)    145.9
CABLEVISION SY-A   CVC US       6,482.1   (5,284.1)    342.2
CABLEVISION SY-A   CVY GR       6,482.1   (5,284.1)    342.2
CAESARS ENTERTAI   CZR US      26,096.4   (1,496.8)    626.7
CAESARS ENTERTAI   C08 GR      26,096.4   (1,496.8)    626.7
CANNAVEST CORP     CANV US         10.7       (0.2)     (1.3)
CAPMARK FINANCIA   CPMK US     20,085.1     (933.1)      -
CC MEDIA-A         CCMO US     15,231.2   (8,370.8)    786.9
CENTENNIAL COMM    CYCL US      1,480.9     (925.9)    (52.1)
CENVEO INC         CVO US       1,238.5     (473.0)    143.1
CHOICE HOTELS      CZH GR         539.9     (464.2)     84.3
CHOICE HOTELS      CHH US         539.9     (464.2)     84.3
CIENA CORP         CIE1 TH      1,802.8      (82.7)    780.7
CIENA CORP         CIE1 GR      1,802.8      (82.7)    780.7
CIENA CORP         CIEN TE      1,802.8      (82.7)    780.7
CIENA CORP         CIEN US      1,802.8      (82.7)    780.7
CINCINNATI BELL    CBB US       2,551.7     (687.2)   (147.2)
CYTORI THERAPEUT   CYTX US         35.2       (3.2)      5.4
DIRECTV            DTV CI      21,905.0   (6,169.0)   (577.0)
DIRECTV            DIG1 GR     21,905.0   (6,169.0)   (577.0)
DIRECTV            DTV US      21,905.0   (6,169.0)   (577.0)
DOMINO'S PIZZA     EZV TH         468.5   (1,322.2)     76.9
DOMINO'S PIZZA     EZV GR         468.5   (1,322.2)     76.9
DOMINO'S PIZZA     DPZ US         468.5   (1,322.2)     76.9
DUN & BRADSTREET   DB5 GR       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET   DB5 TH       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET   DNB US       1,849.9   (1,206.3)   (128.9)
DYAX CORP          DY8 GR          70.6      (38.8)     41.0
DYAX CORP          DYAX US         70.6      (38.8)     41.0
EASTMAN KODAK CO   KODN GR      3,815.0   (3,153.0)   (785.0)
EASTMAN KODAK CO   KODK US      3,815.0   (3,153.0)   (785.0)
EDGEN GROUP INC    EDG US         883.8       (0.8)    409.2
EGALET CORP        EGLT US         14.4       (1.5)     (3.1)
ELEVEN BIOTHERAP   EBIO US          5.1       (6.1)     (2.9)
EMPIRE STATE -ES   ESBA US      1,122.2      (31.6)   (925.9)
EMPIRE STATE-S60   OGCP US      1,122.2      (31.6)   (925.9)
ENDURANCE INTERN   EI0 GR       1,519.2      (20.5)   (180.2)
ENDURANCE INTERN   EIGI US      1,519.2      (20.5)   (180.2)
ENTRAVISION CO-A   EV9 GR         455.7       (5.6)     78.1
ENTRAVISION CO-A   EVC US         455.7       (5.6)     78.1
EVERYWARE GLOBAL   EVRY US        356.6      (53.9)    142.5
FAIRPOINT COMMUN   FRP US       1,592.6     (406.7)     30.0
FERRELLGAS-LP      FEG GR       1,441.3     (134.9)    (55.6)
FERRELLGAS-LP      FGP US       1,441.3     (134.9)    (55.6)
FIFTH & PACIFIC    FNP US         957.0     (220.7)    (66.9)
FIFTH & PACIFIC    LIZ GR         957.0     (220.7)    (66.9)
FOREST OIL CORP    FST US       1,909.3      (63.1)   (148.3)
FREESCALE SEMICO   1FS GR       3,047.0   (4,594.0)  1,133.0
FREESCALE SEMICO   FSL US       3,047.0   (4,594.0)  1,133.0
FREESCALE SEMICO   1FS TH       3,047.0   (4,594.0)  1,133.0
FRESH HEALTHY VE   VEND US          2.3       (1.8)     (2.0)
GAWK INC           GAWK US          0.0       (0.0)     (0.0)
GLG PARTNERS INC   GLG US         400.0     (285.6)    156.9
GLG PARTNERS-UTS   GLG/U US       400.0     (285.6)    156.9
GLOBAL BRASS & C   6GB GR         592.5       (8.9)    307.1
GLOBAL BRASS & C   BRSS US        592.5       (8.9)    307.1
GRAHAM PACKAGING   GRM US       2,947.5     (520.8)    298.5
HALOZYME THERAPE   HALOZ GR       110.1       (3.5)     63.2
HALOZYME THERAPE   HALO US        110.1       (3.5)     63.2
HCA HOLDINGS INC   2BH GR      28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC   HCA US      28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC   2BH TH      28,831.0   (6,928.0)  2,342.0
HD SUPPLY HOLDIN   HDS US       6,518.0     (698.0)  1,346.0
HD SUPPLY HOLDIN   5HD GR       6,518.0     (698.0)  1,346.0
HOVNANIAN ENT-A    HOV US       1,759.1     (432.8)    956.3
HOVNANIAN ENT-A    HO3 GR       1,759.1     (432.8)    956.3
HOVNANIAN ENT-B    HOVVB US     1,759.1     (432.8)    956.3
HOVNANIAN-A-WI     HOV-W US     1,759.1     (432.8)    956.3
HUGHES TELEMATIC   HUTCU US       110.2     (101.6)   (113.8)
HUGHES TELEMATIC   HUTC US        110.2     (101.6)   (113.8)
INCYTE CORP        ICY TH         629.6     (193.1)    447.8
INCYTE CORP        INCY US        629.6     (193.1)    447.8
INCYTE CORP        ICY GR         629.6     (193.1)    447.8
INFOR US INC       LWSN US      6,515.2     (555.7)   (303.6)
IPCS INC           IPCS US        559.2      (33.0)     72.1
ISTA PHARMACEUTI   ISTA US        124.7      (64.8)      2.2
JUST ENERGY GROU   JE CN        1,533.5     (359.8)   (281.4)
JUST ENERGY GROU   JE US        1,533.5     (359.8)   (281.4)
JUST ENERGY GROU   1JE GR       1,533.5     (359.8)   (281.4)
L BRANDS INC       LB US        6,636.0     (820.0)    846.0
L BRANDS INC       LTD TH       6,636.0     (820.0)    846.0
L BRANDS INC       LTD GR       6,636.0     (820.0)    846.0
LDR HOLDING CORP   LDRH US         77.7       (7.2)     10.3
LEE ENTERPRISES    LE7 GR         820.2     (157.4)      9.9
LEE ENTERPRISES    LEE US         820.2     (157.4)      9.9
LORILLARD INC      LLV TH       3,536.0   (2,064.0)  1,085.0
LORILLARD INC      LO US        3,536.0   (2,064.0)  1,085.0
LORILLARD INC      LLV GR       3,536.0   (2,064.0)  1,085.0
MACROGENICS INC    MGNX US         42.0       (4.0)     11.7
MACROGENICS INC    M55 GR          42.0       (4.0)     11.7
MALIBU BOATS-A     MBUU US         57.2      (32.5)     (2.0)
MALIBU BOATS-A     M05 GR          57.2      (32.5)     (2.0)
MANNKIND CORP      NNF1 TH        258.6      (30.7)    (51.5)
MANNKIND CORP      NNF1 GR        258.6      (30.7)    (51.5)
MANNKIND CORP      MNKD US        258.6      (30.7)    (51.5)
MARRIOTT INTL-A    MAQ GR       6,794.0   (1,415.0)   (772.0)
MARRIOTT INTL-A    MAQ TH       6,794.0   (1,415.0)   (772.0)
MARRIOTT INTL-A    MAR US       6,794.0   (1,415.0)   (772.0)
MDC PARTNERS-A     MDCA US      1,365.7      (40.1)   (211.1)
MDC PARTNERS-A     MDZ/A CN     1,365.7      (40.1)   (211.1)
MDC PARTNERS-A     MD7A GR      1,365.7      (40.1)   (211.1)
MEDIA GENERAL      MEG US         749.9     (217.2)     36.8
MERITOR INC        AID1 GR      2,497.0     (808.0)    337.0
MERITOR INC        MTOR US      2,497.0     (808.0)    337.0
MERRIMACK PHARMA   MACK US        224.2      (16.6)    139.4
MERRIMACK PHARMA   MP6 GR         224.2      (16.6)    139.4
MIRATI THERAPEUT   MRTX US         18.5      (24.3)    (25.3)
MIRATI THERAPEUT   26M GR          18.5      (24.3)    (25.3)
MONEYGRAM INTERN   MGI US       4,786.9      (77.0)     85.2
MORGANS HOTEL GR   MHGC US        572.8     (172.9)      6.5
MORGANS HOTEL GR   M1U GR         572.8     (172.9)      6.5
MPG OFFICE TRUST   MPG US       1,280.0     (437.3)      -
NATIONAL CINEMED   NCMI US        982.5     (217.5)    139.1
NATIONAL CINEMED   XWM GR         982.5     (217.5)    139.1
NAVISTAR INTL      IHR TH       8,315.0   (3,601.0)  1,198.0
NAVISTAR INTL      NAV US       8,315.0   (3,601.0)  1,198.0
NAVISTAR INTL      IHR GR       8,315.0   (3,601.0)  1,198.0
NEKTAR THERAPEUT   ITH GR         383.0      (50.3)    127.0
NEKTAR THERAPEUT   NKTR US        383.0      (50.3)    127.0
NEW MEDIA INVEST   NEWM US        427.0     (902.4)     35.0
NORCRAFT COS INC   6NC GR         265.0       (6.1)     47.7
NORCRAFT COS INC   NCFT US        265.0       (6.1)     47.7
NORTHWEST BIO      NWBO US          7.6      (14.3)     (9.7)
NORTHWEST BIO      NBYA GR          7.6      (14.3)     (9.7)
NYMOX PHARMACEUT   NYMX US          1.1       (5.9)     (2.3)
OCI PARTNERS LP    OP0 GR         460.3      (98.7)     79.8
OCI PARTNERS LP    OCIP US        460.3      (98.7)     79.8
OMEROS CORP        3O8 GR          12.0      (23.9)     (1.6)
OMEROS CORP        OMER US         12.0      (23.9)     (1.6)
OMTHERA PHARMACE   OMTH US         18.3       (8.5)    (12.0)
PALM INC           PALM US      1,007.2       (6.2)    141.7
PHILIP MORRIS IN   4I1 TH      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PM FP       38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PM US       38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PM1 TE      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   4I1 GR      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PM1CHF EU   38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PM1EUR EU   38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PMI SW      38,168.0   (6,274.0)   (214.0)
PLAYBOY ENTERP-A   PLA/A US       165.8      (54.4)    (16.9)
PLAYBOY ENTERP-B   PLA US         165.8      (54.4)    (16.9)
PLY GEM HOLDINGS   PG6 GR       1,088.3      (37.7)    212.1
PLY GEM HOLDINGS   PGEM US      1,088.3      (37.7)    212.1
PROTALEX INC       PRTX US          1.2       (8.6)      0.6
PROTECTION ONE     PONE US        562.9      (61.8)     (7.6)
QUALITY DISTRIBU   QLTY US        465.1      (38.1)     92.3
QUICKSILVER RES    KWK US       1,331.6     (964.5)    234.3
QUINTILES TRANSN   Q US         3,066.8     (667.5)    463.4
QUINTILES TRANSN   QTS GR       3,066.8     (667.5)    463.4
RE/MAX HOLDINGS    RMAX US        252.0      (22.5)     39.1
RE/MAX HOLDINGS    2RM GR         252.0      (22.5)     39.1
REGAL ENTERTAI-A   RGC US       2,508.3     (658.5)     54.0
REGAL ENTERTAI-A   RETA GR      2,508.3     (658.5)     54.0
RENAISSANCE LEA    RLRN US         57.0      (28.2)    (31.4)
RENTPATH INC       PRM US         208.0      (91.7)      3.6
RETROPHIN INC      RTRX US         21.4       (5.8)    (10.3)
REVANCE THERAPEU   RVNC US         18.9      (23.7)    (28.6)
REVANCE THERAPEU   RTI GR          18.9      (23.7)    (28.6)
REVLON INC-A       REV US       1,259.4     (619.8)    192.4
REVLON INC-A       RVL1 GR      1,259.4     (619.8)    192.4
RITE AID CORP      RTA GR       7,138.2   (2,228.8)  1,881.2
RITE AID CORP      RAD US       7,138.2   (2,228.8)  1,881.2
RURAL/METRO CORP   RURL US        303.7      (92.1)     72.4
SALLY BEAUTY HOL   S7V GR       2,060.1     (291.2)    689.5
SALLY BEAUTY HOL   SBH US       2,060.1     (291.2)    689.5
SILVER SPRING NE   SSNI US        516.4      (78.1)     95.5
SILVER SPRING NE   9SI TH         516.4      (78.1)     95.5
SILVER SPRING NE   9SI GR         516.4      (78.1)     95.5
SMART TECHNOL-A    SMA CN         374.2      (29.4)     71.6
SMART TECHNOL-A    SMT US         374.2      (29.4)     71.6
SUNESIS PHARMAC    SNSS US         46.6       (5.8)     11.2
SUNESIS PHARMAC    RYIN TH         46.6       (5.8)     11.2
SUNESIS PHARMAC    RYIN GR         46.6       (5.8)     11.2
SUNGAME CORP       SGMZ US          0.1       (2.2)     (2.3)
SUPERVALU INC      SVU* MM      4,711.0     (983.0)    272.0
SUPERVALU INC      SVU US       4,711.0     (983.0)    272.0
SUPERVALU INC      SJ1 GR       4,711.0     (983.0)    272.0
SUPERVALU INC      SJ1 TH       4,711.0     (983.0)    272.0
TANDEM DIABETES    TD5 GR          48.6       (2.8)     13.8
TANDEM DIABETES    TNDM US         48.6       (2.8)     13.8
TAUBMAN CENTERS    TU8 GR       3,506.2     (215.7)      -
TAUBMAN CENTERS    TCO US       3,506.2     (215.7)      -
THRESHOLD PHARMA   THLD US        101.0      (17.5)     74.4
THRESHOLD PHARMA   NZW1 GR        101.0      (17.5)     74.4
TOWN SPORTS INTE   T3D GR         408.9      (40.4)     (3.9)
TOWN SPORTS INTE   CLUB US        408.9      (40.4)     (3.9)
TRANSDIGM GROUP    T7D GR       6,292.5     (234.2)    882.4
TRANSDIGM GROUP    TDG US       6,292.5     (234.2)    882.4
ULTRA PETROLEUM    UPL US       2,069.0     (376.8)   (243.9)
ULTRA PETROLEUM    UPM GR       2,069.0     (376.8)   (243.9)
UNISYS CORP        UISEUR EU    2,510.0     (663.9)    516.0
UNISYS CORP        USY1 GR      2,510.0     (663.9)    516.0
UNISYS CORP        UISCHF EU    2,510.0     (663.9)    516.0
UNISYS CORP        UIS1 SW      2,510.0     (663.9)    516.0
UNISYS CORP        USY1 TH      2,510.0     (663.9)    516.0
UNISYS CORP        UIS US       2,510.0     (663.9)    516.0
VECTOR GROUP LTD   VGR US       1,121.0     (192.6)    316.7
VECTOR GROUP LTD   VGR GR       1,121.0     (192.6)    316.7
VENOCO INC         VQ US          695.2     (258.7)    (39.2)
VERISIGN INC       VRS TH       2,660.8     (423.6)   (226.0)
VERISIGN INC       VRSN US      2,660.8     (423.6)   (226.0)
VERISIGN INC       VRS GR       2,660.8     (423.6)   (226.0)
VINCE HOLDING CO   VNCE US        470.3     (181.2)   (158.1)
VINCE HOLDING CO   VNC GR         470.3     (181.2)   (158.1)
VIRGIN MOBILE-A    VM US          307.4     (244.2)   (138.3)
VISKASE COS I      VKSC US        346.7      (16.3)    106.1
WEIGHT WATCHERS    WW6 TH       1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS    WTW US       1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS    WW6 GR       1,408.9   (1,474.6)    (30.1)
WEST CORP          WT2 GR       3,486.3     (740.2)    363.9
WEST CORP          WSTC US      3,486.3     (740.2)    363.9
WESTMORELAND COA   WME GR         939.8     (280.3)      4.1
WESTMORELAND COA   WLB US         939.8     (280.3)      4.1
WIRELESS ATTACHM   WRSS US          0.0       (0.0)      0.0
XERIUM TECHNOLOG   XRM US         626.9      (25.4)    128.4
XERIUM TECHNOLOG   TXRN GR        626.9      (25.4)    128.4
XOMA CORP          XOMA US         91.0      (13.5)     58.8
XOMA CORP          XOMA GR         91.0      (13.5)     58.8
XOMA CORP          XOMA TH         91.0      (13.5)     58.8
YRC WORLDWIDE IN   YEL1 GR      2,133.9     (665.8)   (151.6)
YRC WORLDWIDE IN   YRCW US      2,133.9     (665.8)   (151.6)
YRC WORLDWIDE IN   YEL1 TH      2,133.9     (665.8)   (151.6)
ZOGENIX INC        Z08 TH          54.6      (13.9)      3.1
ZOGENIX INC        Z08 GR          54.6      (13.9)      3.1
ZOGENIX INC        ZGNX US         54.6      (13.9)      3.1




                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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