TCR_Public/140303.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 3, 2014, Vol. 18, No. 61

                            Headlines

710 LONG RIDGE: Panel Files Docs in Support of Plan Confirmation
ABERDEEN LAND: Has Until March 28 to Solicit Plan Votes
ABERDEEN LAND: Judge Paul Glenn Approved as Mediator
AEOLUS PHARMACEUTICALS: Incurs $695,000 Net Loss in Dec. 31 Qtr.
AEOLUS PHARMACEUTICALS: Mark Lampert Stake at 9.9% as of Dec. 31

ALLENS INC: May Terminate SERP and Return Contributions
ALLENS INC: Failed to Adequately Respond to PACA Creditors' Query
ALLENS INC: SourceGas Drops Objection to Supplemental Notice
ALLENS INC: Johnson, Ark. Plant Sold to MDS for $550,000
ALLIANCE LAUNDRY: Moody's Affirms B3 CFR & Rates 1st Lien Loan B2

ALLIANCE LAUNDRY: S&P Affirms B CCR & B Rating on 1st Lien Debt
AM FITNESS: Case Summary & Largest Unsecured Creditor
AMERICAN PATRIOT: April 2 Hearing on APG Bid to Operate Red Arrow
AMERICAN POWER: Incurs $409,000 Net Loss in Dec. 31 Quarter
ARKANOVA ENERGY: Reports $647,800 Net Loss in Dec. 31 Quarter

ATLAS PIPELINE: S&P Revises Outlook to Negative & Affirms 'B+' CCR
AUTOMATED BUSINESS: Gets More Time to Assume or Reject FPG Leases
BELLE FOODS: Lenders to Fund $1.5MM to Unsecured Creditors' Trust
BG MEDICINE: Legg Mason Stake Down to 0% as of Dec. 31
BIOLIFE SOLUTIONS: Amends 2.1 Million Units Prospectus

BIOMBO INC: Case Summary & Unsecured Creditor
BIOVEST INTERNATIONAL: Incurs $2.1MM Net Loss in Dec. 31 Qtr.
BIOZONE PHARMACEUTICALS: Barry Honig Stake at 4.99% as of Dec. 31
BUCK LTD: Foreclosure Sale Continued to March 4
BUFFET PARTNERS: Committee Seeks Approval of Info Sharing Protocol

CALGI CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
CAPRICORN PHARMA: Case Summary & 20 Largest Unsecured Creditors
CASH STORE: To Voluntarily Delist Common Shares from NYSE
CB3 ACQUISITION: Voluntary Chapter 11 Case Summary
CCP HOLDINGS: Case Summary & 20 Largest Unsecured Creditors

CENGAGE LEARNING: Files Supplement to Amended Reorganization Plan
CENGAGE LEARNING: Epic Okayed as Securities Distribution Agent
CENGAGE LEARNING: March 14 Hearing on Duff & Phelps Hiring
CENGAGE LEARNING: March 14 Hearing on Hiring of LegalPeople
CEREPLAST INC: Gets March 3 Deadline to File Schedules, SOFAs

CLINICA REAL: Court to Hold Hearing on Plan Outline April 1
COASTLINE INVESTMENTS: Section 341(a) Meeting Set on March 24
COMSTOCK MINING: Has $5-Mil. Credit Facility with Auramet Int'l
COMSTOCK MINING: Solus Stake at 8.4% as of Dec. 31
CREDITRON FINANCIAL: Ex-Owners' Case Converted to Chapter 7

DAVE SINCLAIR: Contract Dispute Prompts Dealer's Ch. 11 Filing
DIGERATI TECHNOLOGIES: Files New Plan After Liquidation Threat
DOTS LLC: Gordon Brothers Group to Close Stores
DTD INVESTMENTS: Case Summary & 9 Unsecured Creditors
EDGENET INC: Former Owners Seek Appointment of Official Committee

EDISON MISSION: Allied World Drops Objection to Exit Plan
ELEPHANT TALK: Crede CG No Longer Owns Shares
EMPIRE GENERATING: S&P Assigns Prelim B+ Rating to Loans Due 2021
ENDICOTT INTERCONNECT: Says Court Must Disallow Maines Claim
ENDICOTT INTERCONNECT: Wants NBT Letters of Credit Terminated

FREE LANCE-STAR: 3 Members Appointed to Creditors' Committee
GELT PROPERTIES: Wins Final Approval to Obtain Loan from GFI
GETTY IMAGES: Bank Debt Trades at 5% Off
GIANNI VERSACE: Blackstone Invests in Fashion House
GREAT LAKES: Sale of Demolition Biz No Impact on Moody's B3 CFR

GRUPO UNITED: Panama Canal, Consortium Reach Deal to Complete Work
HARDEN SHIPPING: FirstMerit Holds Foreclosure Sale on March 12
IDERA PHARMACEUTICALS: Broadfin Stake at 5.6% as of Dec. 31
IDERA PHARMACEUTICALS: HealthCor Mgt. Stake at 1.5% as of Dec. 31
INDEPENDENCE TAX II: Delays Form 10-Q for Dec. 31 Quarter

INFUSYSTEM HOLDINGS: Greenwood Inv. Stake at 9.7% as of Feb. 16
INTERBEVERAGE LLC: Case Summary & 20 Largest Unsecured Creditors
INTERLINE BRANDS: Moody's Affirms B3 CFR & Rates Secured Debt B2
ISB PROPERTIES: Case Summary & 19 Largest Unsecured Creditors
ISC8 INC: Delays Form 10-Q for Dec. 31 Quarter

JAMES F. WALDRON: West Pike Property to Be Sold March 4
JAMES RIVER: GLG Partners Stake at 6.7% as of Feb. 16
JASPER MERGER: S&P Cuts CCR to 'B-' & $470MM Loan Rating to 'B+'
JONES & SONS: Voluntary Chapter 11 Case Summary
JORGE GONZALEZ PA: Case Summary & 4 Largest Unsecured Creditors

KIDSPEACE CORP: Taps Dilworth Paxson to Handle Bond Refinancing
KIDSPEACE CORP: Patient Care Ombudsman Stays
KMS FITNESS: Case Summary & Largest Unsecured Creditor
KNOWLEDGE UNIVERSE: S&P Puts 'CCC' Rating on CreditWatch Positive
KRONOS INC: S&P Lowers Corp. Credit Rating to B- on High Leverage

LAFAYETTE YARD: Asks Court to Approve Waterford Settlement
LAS BRIZAS RESIDENTIAL: Case Summary & 2 Top Unsecured Creditors
LEXICON BUILDING: BCSC Issues Amended Notice of Hearing
LIBERACE FOUNDATION: Officially Exits Bankruptcy Feb. 18
LIGHTSQUARED INC: Judge Says Dish and Ergen Must Turn Over Docs

LIGHTSQUARED INC: Obtains Court Approval to Settle AnyData Claims
MANITOWOC CO: S&P Raises CCR to 'BB-' on Improved Performance
MARTIFER SOLAR: Has Interim Cash Use Through March 10
MAUI LAND: ValueWorks Stake at 6.9% as of Dec. 31
MDU COMMUNICATIONS: SF Investors No Longer Owns Shares

MEDPACE INC: Moody's Places B2 CFR on Review For Downgrade
MEDPACE INC: S&P Puts 'B+' CCR on CreditWatch Negative
METEX MFG: Logan & Co. Okayed as Balloting and Tabulation Agent
MILLENNIUM BANK: FDIC Named as Receiver; WFB Assumes Deposits
MT LAUREL LODGING: Nat'l Republic Bank Wants to Propose Plan

MT. GOX: Bitcoin Exchange Enters Bankruptcy in Japan
NAUTILUS MERGER: S&P Assigns 'B' CCR; Outlook Stable
NEW BETHEL CHURCH: Case Summary & 8 Largest Unsecured Creditors
NOBLE LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Invests $7.3B Sale Proceeds in US Treasury Bills

NPS PHARMACEUTICALS: FMR LLC Stake at 15% as of Feb. 13
NPS PHARMACEUTICALS: Wellington Mgt. Stake at 6.4% as of Dec. 31
NPS PHARMACEUTICALS: Janus Capital Stake at 5.8% as of Dec. 31
OASIS PETROLEUM: Moody's Ups CFR & Sr. Unsec. Notes Rating to B2
OBLOCK S.A.: BoNY to Hold Foreclosure Sale on March 28

OCTAVIAR ADMINISTRATION: Chapter 15 Case Summary
OHCMC-OSWEGO: Section 341(a) Meeting Scheduled for March 20
ORBITAL SCIENCES: Moody's Affirms 'Ba1' CFR; Outlook Stable
ORCHARD SUPPLY: Modified Plan of Liquidation Declared Effective
ORMET CORP: Court Approves Termination of Evercore's Employment

OVERSEAS SHIPHOLDING: Plan Support Deal Wins More Lender Support
PACIFICA INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
PERPETUAL ENERGY: S&P Revises Outlook and Affirms 'CCC+' CCR
PHOENIX COS: Indenture Amendments Extend SEC Report Deadline
PICCADILLY RESTAURANTS: No Quick Exit; Yucaipa Appeals Plan Order

PICCADILLY RESTAURANTS: Court Okays Revised Fees for Protiviti
PHOENIX DEVELOPMENT: Has Consent Order Dismissing Chapter 11 Case
PM FITNESS: Case Summary & 14 Largest Unsecured Creditors
QUALITY DISTRIBUTION: FMR LLC Stake at 14% as of Feb. 13
QUALITY DISTRIBUTION: Wellington Mgt. No Longer a Shareholder

QUALITY DISTRIBUTION: Skyline Asset Stake at 5.1% as of Feb. 16
QUANTUM FOODS: Section 341(a) Meeting Scheduled for March 28
QUANTUM FUEL: Offering 2 Million Shares at $7.05 Apiece
QUANTUM FUEL: Crede CG No Longer a Shareholder
REALOGY GROUP: Debt Repricing No Impact on Moody's B2 CFR

RED RHINO: Case Summary & 20 Largest Unsecured Creditors
REPUBLIC OF TEXAS: Cannabis News Prompts Record Share Volume
RESTORA HEALTHCARE: Meeting to Form Creditors' Panel on March 6
RESTORA HEALTHCARE: Section 341(a) Meeting Set for March 26
REVEL AC: Seeks Final Decree Closing Chapter 11 Cases

REVSTONE INDUSTRIES: Has Deal Resolving PBGC's $95-Mil. Claims
RITE AID: Moody's Raises Corp. Family Rating to 'B2'
RIVER CITY RESORT: Owner Files for Chapter 7 Bankruptcy
ROSEVILLE SENIOR: $27MM Exit Financing From MidCap Okayed
ROYAL DINING: Case Summary & 20 Largest Unsecured Creditors

SEQUENOM INC: S.A.C. Capital No Longer a Shareholder
SEQUENOM INC: Patrick Lee Stake at 8.1% as of Feb. 16
SEQUENOM INC: Samuel Isaly No Longer Owns Common Shares
SHELBOURNE NORTH: Plan Investment Deal Up for Approval on March 11
SIERRA MADRE, CA: Moody's Confirms Ba1 Water Revenue Bond Rating

SIGMA FINANCE: Treasury, SERS, PSERS to Recoup Investment Losses
SIMPLIFI HEALTH BENEFIT: Foreclosure Sale on March 7
SON CORPORATION: Case Summary & 12 Largest Unsecured Creditors
SOUNDVIEW ELITE: Pasig Doesn't Like Corinne Ball as Ch. 11 Trustee
SPANISH BROADCASTING: Third Avenue Stake at 9.2% as of Feb. 16

SPI CLUB: Case Summary & 8 Unsecured Creditors
STAR DYNAMICS: Maturity Date of Whitney Loan Extended to March 31
STAR DYNAMICS: Sues BAE Systems Over Ownership of CSTAR Technology
STEINFIELD PROPERTIES: Case Summary & 2 Unsecured Creditors
STEREOTAXIS INC: Appoints William Mills as CEO

STEREOTAXIS INC: Tenor Capital No Longer a Shareholder
STEREOTAXIS INC: DAFNA Stake at 8.9% as of Dec. 31
STERLING BLUFF: Seeks Turnover of Documents from FPC, Coastal Bank
SUDDENLY BEAUTIFUL: Involuntary Chapter 11 Case Summary
THUNDER BAY LAND: Files for Chapter 7 Bankruptcy

TX HOLDINGS: Reaches Agreement to Restructure Outstanding Debt
TXU CORP: October 2014 Bank Debt Trades at 31% Off
VANTAGE POINT BANK: Outlets Closed; FDIC Named as Receiver
VASILIOS KOUTROKOIS: Shares in Great River to Be Sold March 19
VENICE HEART CENTER: Case Summary & 3 Largest Unsecured Creditors

VICTOR OOLITIC: Files Notice to Cut 166 Jobs
VISION HOLDING: Moody's Assigns 'B3' Corp. Family Rating
WEATHER CHANNEL: Bank Debt Trades at 2% Off
WVSV HOLDINGS: Plan Confirmation Trial Begins Today
ZOGENIX INC: FMR LLC Reports Stake at 8.3% as of Feb. 13

ZOGENIX INC: Visium Balanced Stake at 6.6% as of Feb. 16

* Amid a Deal Drought, Canadian Law Firms Look Inward for Answers
* Greenberg Traurig Names First Mexico City Office Shareholder

* BOND PRICING -- For Week From Feb. 24 to 28, 2014


                             *********


710 LONG RIDGE: Panel Files Docs in Support of Plan Confirmation
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of 710 Long Ridge
Road Operating Company II, LLC, et al., filed a statement in
support of confirmation of the Debtors' First Amended Joint Plan
of Reorganization.

The Committee states in its Feb. 6, 2014 court filing that it is
aware that a cessation of the Debtors' operations would result in
extreme and unwarranted negative consequences to the Debtors'
unsecured creditors, employees, residents, patients and other
parties-in-interest, and for these reasons, the Committee has
sought to engage the parties with significant interests in the
Debtors' bankruptcy cases in discussion, negotiation and consensus
building.  The Committee says that the Debtors have demonstrated a
willingness to engage in good faith negotiations with the
Committee, which have resulted in, inter alia, the satisfaction of
Committee concerns with respect to (i) satisfying legal
requirements necessary for confirmation of the Debtors' Plan, and
(ii) distributions to the Debtors' general unsecured creditors.
Pursuant to the Debtors' second non-material modifications to the
Debtors' Plan filed with the Court on Feb. 3, 2014, the Debtors'
Plan now includes an additional $4.5 million contribution to pay
Class 6 Allowed Other General Unsecured Claims.

          About 710 Long Ridge Road Operating Company II

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.

710 Long Ridge Road Operating Company II and its affiliates sought
Chapter 11 protection (Bankr. D.N.J. Case Nos. 13-13653 to 13-
13657) on Feb. 24, 2013, to modify their collective bargaining
agreements with the New England Health Care Employees Union,
District 1199, SEIU.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

Michael D. Sirota, Esq., Gerald Gline, Esq., David Bass, Esq., and
Ryan T. Jareck, Esq., serve as counsel to the Debtors.  Logan &
Company, Inc. is the claims and notice agent.  Alvarez & Marsal
Healthcare Industry Group, LLC, is the financial advisor.

Porzio, Bromberg & Newman, P.C.'s Robert M. Schechter, Esq., and
Rachel Segall, Esq., represents the Official Committee of
Unsecured Creditors.  The Committee retained EisnerAmper LLP as
accountant.

Levy Ratner's Suzanne Hepner, Esq., and Ryan J. Barbur, Esq.,
represent the New England Health Care Workers, District 1199 SEIU.

Abby Propis Simms, Esq., Julie L. Kaufman, Esq., Nancy E. Kessler
Platt, Esq., Dawn L. Goldstein, Esq., Paul Thomas, Esq., and John
McGrath, Esq., at the National Labor Relations Board Special
Litigation Branch in Washington, D.C., argue for the National
Labor Relations Board.


ABERDEEN LAND: Has Until March 28 to Solicit Plan Votes
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended until March 28, 2014, Aberdeen Land II LLC' exclusive
period to solicit acceptances of its Plan of Reorganization, as
amended.

As reported in the Troubled Company Reporter, the Court on Oct. 17
approved the Second Amended Disclosure Statement for the Second
Amended Plan.  The Second Amended Plan is dated Oct. 11, 2013.

The Debtor said the extension of the solicitation period is
justified and appropriate under the circumstances given that
the confirmation hearing and corresponding deadlines have been
extended to April 2014.

As reported by the Troubled Company Reporter on Feb. 14, at the
behest of debtor Aberdeen Land II, LLC and Aberdeen Community
Development District and U.S. Bank National Association, the
bankruptcy court entered an order clarifying and setting forth
these deadlines and requirements relating to confirmation of the
Debtor's Chapter 11 plan:

   -- The last day for filing and serving fee applications is
      March 13, 2014, which is 21 days before the confirmation
      hearing;

   -- The last day for filing and serving objections to
      confirmation of the Plan is March 20, 2014;

   -- The final day for filing a ballot accepting or rejecting
      the Plan is March 20, 2014; and

   -- On or before March 31, 2014, at 5:00 p.m., the plan
      proponent will file with the court a confirmation affidavit.

The U.S. Bankruptcy Court for the Middle District of Florida
earlier entered an order granting a joint agreed ex-parte motion
to continue hearing on the confirmation of the Debtor's Second
Amended Plan to April 4, 2014, at 10:00 a.m.

The court-approved disclosure statement says the Plan provides for
the continued operation of the Property of the Debtor's Estate, by
and through the Reorganized Debtor in accordance with the Plan.
It provides for cash payments to holders of allowed claims in
certain instances and for the transfer of property to certain
holders of allowed secured claims as the indubitable equivalent of
such allowed secured claims.  The primary source of the funds
necessary to implement the Plan initially will be the cash of the
Reorganized Debtor, exit financing and the sales of portions or
all of the Aberdeen real property.

Full-text copies of the Second Amended Disclosure Statement, filed
on Oct. 11, 2013, are available for free at:

       http://bankrupt.com/misc/ABERDEEN_2ndAmdDSOct11.PDF

                     About Aberdeen Land II

Aberdeen Land II, LLC, doing business as Aberdeen, owns
a 1,316-acre master- planned community near Jacksonville, Florida.
The project is designed for 1,623 single-family homes and 395
multi-family units.  More than 1,000 units have been sold, leaving
Aberdeen with 856 undeveloped lots and 28.1 acres zoned for
commercial or residential use.

Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-04103) on July 1, 2013, in Jacksonville, Florida.  The Debtor
has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila &
Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC,
as special counsel, and Fishkind & Associates as expert
consultants.

Aberdeen owes $24 million in bonds that financed the project and
more than $20 million to secured lenders with mortgages on the
property.

In its amended schedules, the Debtor disclosed $41,165,861 in
assets and $31,189,704 in liabilities as of the petition date.

No creditors' committee was appointed in the case.


ABERDEEN LAND: Judge Paul Glenn Approved as Mediator
----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved the appointment of the Hon. Paul M. Glenn, in his
official capacity as a U.S. Bankruptcy Judge for the Middle
District of Florida as judicial mediator in the dispute between
Aberdeen Land II, LLC, and U.S. Bank National Association.

The Court order also granted the joint agreed ex-parte motion
referring the case to mediation.

As reported in the Troubled Company Reporter on Jan. 21, 2014, the
parties have contacted Judge Glenn and he has agreed to mediate
the case.

U.S. Bank serves as trustee under a Master Trust Indenture dated
as of Oct. 1, 2005.

                     About Aberdeen Land II

Aberdeen Land II, LLC, doing business as Aberdeen, owns
a 1,316-acre master- planned community near Jacksonville, Florida.
The project is designed for 1,623 single-family homes and 395
multi-family units.  More than 1,000 units have been sold, leaving
Aberdeen with 856 undeveloped lots and 28.1 acres zoned for
commercial or residential use.

Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-04103) on July 1, 2013, in Jacksonville, Florida.  The Debtor
has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila &
Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC,
as special counsel, and Fishkind & Associates as expert
consultants.

Aberdeen owes $24 million in bonds that financed the project and
more than $20 million to secured lenders with mortgages on the
property.

In its amended schedules, the Debtor disclosed $41,165,861 in
assets and $31,189,704 in liabilities as of the petition date.

No creditors' committee was appointed in the case.


AEOLUS PHARMACEUTICALS: Incurs $695,000 Net Loss in Dec. 31 Qtr.
----------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $695,000 on $793,000 of contract revenue for the
three months ended Dec. 31, 2013, as compared with net income of
$4.02 million on $1.34 million of contract revenue for the same
period during the prior year.

As of Dec. 31, 2013, the Company had $2.75 million in total
assets, $2.48 million in total liabilities and $278,000 in total
stockholders' equity.

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

                       http://is.gd/VOuj0L

                  About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.

Aeolus Pharmaceuticals reported a net loss of $3.20 million on
$3.92 million of contract revenue for the fiscal year ended
Sept. 30, 2013, as compared with net income of $1.69 million on
$7.29 million of contract revenue during the prior fiscal year.

Grant Thornton LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company has incurred recurring losses and negative cash
flows from operations, and management believes the Company does
not currently possess sufficient working capital to fund its
operations through fiscal 2014.  These conditions, along with
other matters...raise substantial doubt about the Company's
ability to continue as a going concern.


AEOLUS PHARMACEUTICALS: Mark Lampert Stake at 9.9% as of Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Mark N. Lampert and his affiliates disclosed
that as of Dec. 31, 2013, they beneficially owned 17,147,178
shares of common stock of Aeolus Pharmaceuticals, Inc.,
representing 9.98 percent of the shares outstanding.  Mr. Lampert
previously owned 17,440,552 shares at Feb. 19, 2013.  A copy of
the regulatory filing is available for free at http://is.gd/jBGdl3

                    About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.

Aeolus Pharmaceuticals reported a net loss of $3.20 million on
$3.92 million of contract revenue for the fiscal year ended
Sept. 30, 2013, as compared with net income of $1.69 million on
$7.29 million of contract revenue during the prior fiscal year.

As of Dec. 31, 2013, the Company had $2.75 million in total
assets, $2.48 million in total liabilities and $278,000 in total
stockholders' equity.

Grant Thornton LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company has incurred recurring losses and negative cash
flows from operations, and management believes the Company does
not currently possess sufficient working capital to fund its
operations through fiscal 2014.  These conditions, along with
other matters...raise substantial doubt about the Company's
ability to continue as a going concern.


ALLENS INC: May Terminate SERP and Return Contributions
-------------------------------------------------------
Bankruptcy Judge Ben T. Barry authorized Allens, Inc., to
terminate a Supplemental Executive Retirement Plan; and return
compensation contributed to the SERP by the participating
employees in the plan.

Judge Barry said the termination of the SERP constitutes an
exercise of sound business judgment by the Debtors, made in good
faith and for legitimate commercial reasons.

The SERP was adopted for the purpose of permitting compensation
deferrals and providing deferred compensation to a select group of
management or highly compensated employees of Allens, whose
benefits under the Allens 401(k) retirement plan are limited by
the Internal Revenue Code of 1986.  Prior to the Petition Date,
Allens offered the SERP to about 27 of its employees who are
deemed to be "highly compensated" under the Tax Code.  There are
19 SERP participants that elected to make deferrals from their
weekly payroll.  All of the SERP funds are contributed by
employees via withholdings from their weekly paycheck, and these
funds are held in a rabbi trust -- SERP Trust -- separate from
other Allens assets.  Each Participant's contributions are
adjusted for investment experience based on the Participant's
individual mutual fund choices to compute the Participant's
account.  As such, the funds held in trust for the benefit of the
Participants do not show up on Allens' balance sheet.  Allens does
not match any contributions made by Participants or otherwise fund
the SERP in any way.  The balance of the Participants' Accounts
that are currently held in the SERP Trust, is $211,234.32.  The
Debtors have provided, or are providing, the list of SERP
Participants to the Committee of Unsecured Creditors, the United
States Trustee, the Debtors' DIP Lenders and the Debtors' Second
Lien Lenders.

The SERP provides that Allens' Board of Directors reserves the
right to unilaterally change or discontinue the SERP at any time,
but that no change shall impair the rights that the Participants
would have had if such change had not been made, with respect to
deferrals made before such change.  Allens' Board of Directors
executed a resolution to terminate and liquidate the SERP,
contingent upon the Bankruptcy Court's approval of the termination
and liquidation.

The SERP also provides that if the plan is terminated within the
30 days preceding or the 12 months following a Change in Control
(as that term is defined in the SERP), the balance of each
Participant's Account will be paid in a lump sum within 60 days
following the termination.

The Debtors said the sale of substantially all of Allens' assets
constitutes a Change in Control and triggers a lump sum payment of
each Participant's contributions under the SERP.

The Debtors said the decision to return the compensation
contributed to the SERP by paying to each Participant his Account
falls well within the Debtors' sound business judgment.  The
Participants are key Allens employees whose services are necessary
to propel the company through bankruptcy.  These Participants may
leave Allens for other employment if they are not assured of
receiving the compensation that they elected to defer from their
own weekly paychecks, which would greatly jeopardize the value of
Allens' business.  The Debtors believe that to maintain and
maximize the going concern value of their assets, it is crucial to
return the compensation contributed to the SERP by the
Participants.

                        About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy
(Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to
sell some divisions or reorganize as a new company.  Its
affiliate, All Veg Inc., also sought bankruptcy protection.

Bankruptcy Judge Ben T. Barry presides over the cases.  The
Debtors are represented by Stan D. Smith, Esq., Lance R. Miller,
Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig,
Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A.
Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker,
Esq., at Greenberg Traurig, LLP, in New York.  Jonathan Hickman of
Alvarez & Marsal North America, LLC, serves as the Debtors' chief
restructuring officer.  Cary Daniel, Nick Campbell and Markus
Lahrkamp of A&M serve as assistant CROs.  Lazard Freres & Co. LLC
and Lazard Middle Market LLC serve as investment bankers, while GA
Keen Realty Advisors, LLC, serves as real estate advisor to the
Debtors.

The Official Committee of Unsecured Creditors tapped Eichenbaum
Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley LLP's Cathy
Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van Aalton, Esq.,
and Robert B. Winning, Esq., as counsel.

On Feb. 12, 2014, the Court entered the order (i) authorizing and
approving the sale of substantially all of the assets of the
Allens Inc. to Sager Creek Acquisition Corp. -- which is owned by
investment funds controlled or advised by Sankaty Advisors LLC and
GB Credit Partners LLC -- free and clear of all liens, claims,
encumbrances, and interests; and (ii) approving the assumption and
assignment of certain of the Debtor's executory contracts and
unexpired leases.  The sale was expected to close Feb. 28.

The Associated Press said the assets will be sold to Sager Creek
for $124.78 million.  Katy Stech, writing for Daily Bankruptcy
Review, the investment vehicle won the bidding with a $160 million
offer, topping stalking horse bidder Seneca Foods Corp. at a
bankruptcy auction.  Seneca Foods signed an agreement to purchase
the Debtors' assets for $148 million plus assumption of specified
debt.

Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at
Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York.  Local
counsel to the stalking horse purchaser is Charles T. Coleman,
Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock,
Arkansas.

Allens Inc. scheduled $294,465,233 in total assets and
$287,945,167 in total liabilities.


ALLENS INC: Failed to Adequately Respond to PACA Creditors' Query
-----------------------------------------------------------------
D&E Farms Inc., H.C. Schmieding Produce Co. Inc., and Hartung
Brothers Inc., which asserted claims against Allens Inc. and All
Veg Inc., pursuant to the Perishable Agricultural Commodities Act
of 1930, on Thursday told the Bankruptcy Court that the Debtors
have failed to adequately respond to the PACA creditors'
interrogatory related to the parties' review of PACA claims.  They
said the Debtors' responses merely state, "denied," without more
information.  They said this is "improper" and should either be
supplemented or deemed admissions.  The PACA Creditors ask the
Court to enter an order deeming the facts raised in their requests
for admissions to the Debtors, and the genuineness of the exhibits
annexed to the requests, be deemed admitted.

On Nov. 27, 2013, the Bankruptcy Court entered the PACA Procedures
Order which, among other things, established a schedule pursuant
to which PACA Claims would be submitted, vetted and, if necessary,
heard by the Court.  The PACA Procedures Order establishes that
the parties may engage in discovery for the purpose of determining
the validity the PACA Claims and any objections thereto.

PACA Proofs of Claim, including all documentary back-up, were
filed on December 23, 2013, and the Debtors had until January 13,
2014 to review the PACA Claims and formulate their Objections.  On
January 13, the Debtors filed their Omnibus Objection to PACA
Claims, which was amended on January 16.

On January 20, 2014, each of the PACA Creditors served a combined
set of discovery demands on the Debtors which included a series of
requests for admission relating to facts raised in the Objections
and the genuineness of certain documents.  Where the request
sought an admission as to the genuineness of a document, a copy of
the document was annexed to the combined demands pursuant to
Fed.R.Civ.P. 36(a)(2).

In addition to the requests for admission, the PACA Creditors also
served the Debtors with a series of interrogatories.  Each set of
interrogatories included a demand to the Debtors that: "For each
request for admission above that you did not unqualifiedly admit,
identify all facts and documents supporting your contention."

The Debtors served their responses to the PACA Creditors' requests
for admissions on January 31, 2014.  The PACA Creditors said the
Debtors' responses to their requests for admission and follow-up
interrogatory fail to comply with the requirements of FRCP 36 and
are improper.  Specifically, the Debtors flatly deny some of the
requests.  The creditors said FRCP 36(a)(4) requires that any
matter not admitted be "specifically" denied, such that the denial
"must fairly respond to the substance of the matter."

Given the opportunity to explain any such denials, the Debtors
failed to adequately respond to the interrogatory which asked them
to "identify all facts and documents supporting" their denial.
Instead, the Debtors merely referred the PACA Creditors to the
tens of thousands of pages of documents they have served in
discovery without referring to a single fact or range of documents
that is responsive to the demand.

The PACA Creditors raised these objections with the Debtors on
February 1, 2014.  Although the Debtors acknowledged the objection
and promised to review their responses, they have failed and
refused to supplement their responses to the PACA Creditors'
requests for admission.

"By resolving the true and complete nature of the documents
annexed to the PACA Creditors' requests for admission, they would
be able to narrow the issues for trial and provide for a more
expeditious trial of the dispute," the PACA Creditors said.  "Even
if this were not the case, Debtors were required to explain the
bases for the objections, and to refer PACA Creditors to any
relevant documents, in PACA Creditors' follow-up interrogatory.
Their failure to do so confirms that Debtors' objections and flat
denials were not interposed in good faith and should therefore be
deemed admissions."

The PACA Creditors are represented by:

     Stanley Bond, Esq.
     STANLEY V BOND LTD.
     525 S. School Avenue, Suite 100
     Fayetteville, AK 72702
     Telephone: (479) 444-0255
     Facsimile: (479) 444-7141
     E-mail: attybond@me.com

          - and -

     Gregory Brown, Esq.
     McCARRON & DIESS
     707 Walt Whitman Road, Second Floor
     Melville, NY 11747
     Telephone (631) 425-8110
     E-mail: gbrown@mccaronlaw.com

The matter is scheduled for hearing on March 21, 2014 at 9:00 a.m.

                        About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy
(Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to
sell some divisions or reorganize as a new company.  Its
affiliate, All Veg Inc., also sought bankruptcy protection.

Bankruptcy Judge Ben T. Barry presides over the cases.  The
Debtors are represented by Stan D. Smith, Esq., Lance R. Miller,
Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig,
Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A.
Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker,
Esq., at Greenberg Traurig, LLP, in New York.  Jonathan Hickman of
Alvarez & Marsal North America, LLC, serves as the Debtors' chief
restructuring officer.  Cary Daniel, Nick Campbell and Markus
Lahrkamp of A&M serve as assistant CROs.  Lazard Freres & Co. LLC
and Lazard Middle Market LLC serve as investment bankers, while GA
Keen Realty Advisors, LLC, serves as real estate advisor to the
Debtors.

The Official Committee of Unsecured Creditors tapped Eichenbaum
Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley LLP's Cathy
Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van Aalton, Esq.,
and Robert B. Winning, Esq., as counsel.

On Feb. 12, 2014, the Court entered the order (i) authorizing and
approving the sale of substantially all of the assets of the
Allens Inc. to Sager Creek Acquisition Corp. -- which is owned by
investment funds controlled or advised by Sankaty Advisors LLC and
GB Credit Partners LLC -- free and clear of all liens, claims,
encumbrances, and interests; and (ii) approving the assumption and
assignment of certain of the Debtor's executory contracts and
unexpired leases.  The sale was expected to close Feb. 28.

The Associated Press said the assets will be sold to Sager Creek
for $124.78 million.  Katy Stech, writing for Daily Bankruptcy
Review, the investment vehicle won the bidding with a $160 million
offer, topping stalking horse bidder Seneca Foods Corp. at a
bankruptcy auction.  Seneca Foods signed an agreement to purchase
the Debtors' assets for $148 million plus assumption of specified
debt.

Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at
Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York.  Local
counsel to the stalking horse purchaser is Charles T. Coleman,
Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock,
Arkansas.

Allens Inc. scheduled $294,465,233 in total assets and
$287,945,167 in total liabilities.


ALLENS INC: SourceGas Drops Objection to Supplemental Notice
------------------------------------------------------------
In the Chapter 11 case of Allens Inc., a notice was posted
Thursday on the case docket indicating that Bankruptcy Judge Ben
T. Barry will hold a hearing March 21, 2014, at 9:00 a.m. on the
"Objection to Confirmation of Plan of Supplemental Notice (RE:
related document(s)487 Supplemental Notice of Filing /Supplemental
Notice Of (I) Potential Assumption Of Additional Executory
Contracts And Unexpired Leases, Cure Amounts, And Deadline To
Object Thereto For Such Additional Contracts And Leases And (II)
The Removal Of Certain Executory Contracts And Unexpired Leases
From List Of Potential Assumed Contracts or Leases Filed by Mark
W. Hodge on behalf of Creditor SourceGas Arkansas Inc."

Immediately after the Notice of Hearing was docketed, counsel to
SourceGas Arkansas Inc. filed a notice indicating that SourceGas
is withdrawing its Objection to the Debtor's Supplemental Notice.

As reported by the Troubled Company Reporter, SourceGas on Feb. 6,
2014, filed an objection to the Debtor's Jan. 27, 2014
supplemental notice of (i) potential assumption of additional
executory contracts and unexpired leases, cure amounts, and
deadline to object thereto for additional contracts and leases and
(ii) the removal of certain executor contracts and unexpired
leases from list of potential assumed contracts and leases.

The Supplemental Notice listed Arkansas Western Gas, predecessor
entity to SourceGas, as a potential party to an executory
contract, which may or may not be assumed by a successful bidder.
The Supplemental Notice identified the agreement with SourceGas as
an April 1, 2004 "Utilities Agreement".  It further listed the
cure amount owed to SourceGas as $0.  SourceGas claimed that
contrary to the Debtors' assertion, the cure amount owed to
SourceGas under the identified contract is $37,803.24 as of
Oct. 28, 2013: (a) Section 503(b)(9) claim: $1,338.53; and
(b) pre-petition unsecured: $36,464.71.

SourceGas said in its Feb. 6 court filing that in the event the
contract at issue is assumed by a successful bidder, SourceGas
insists that the correct cure amount of $37,803.24 be utilized.
SourceGas concedes the cure amount could be less in the event that
its Chapter 11 Section 503(b)(9) claim is paid in full.

SourceGas is represented by:

         Mark W. Hodge, Esq.
         CHISENHALL, NESTRUD & JULIAN, P.A.
         400 West Capitol Avenue, Suite 2840
         Little Rock, Arkansas 72201
         Tel: (501) 372-5800
         Fax: (501) 372-4941
         E-mail: mhodge@cnjlaw.com

                        About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy
(Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to
sell some divisions or reorganize as a new company.  Its
affiliate, All Veg Inc., also sought bankruptcy protection.

Bankruptcy Judge Ben T. Barry presides over the cases.  The
Debtors are represented by Stan D. Smith, Esq., Lance R. Miller,
Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig,
Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A.
Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker,
Esq., at Greenberg Traurig, LLP, in New York.  Jonathan Hickman of
Alvarez & Marsal North America, LLC, serves as the Debtors' chief
restructuring officer.  Cary Daniel, Nick Campbell and Markus
Lahrkamp of A&M serve as assistant CROs.  Lazard Freres & Co. LLC
and Lazard Middle Market LLC serve as investment bankers, while GA
Keen Realty Advisors, LLC, serves as real estate advisor to the
Debtors.

The Official Committee of Unsecured Creditors tapped Eichenbaum
Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley LLP's Cathy
Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van Aalton, Esq.,
and Robert B. Winning, Esq., as counsel.

On Feb. 12, 2014, the Court entered the order (i) authorizing and
approving the sale of substantially all of the assets of the
Allens Inc. to Sager Creek Acquisition Corp. -- which is owned by
investment funds controlled or advised by Sankaty Advisors LLC and
GB Credit Partners LLC -- free and clear of all liens, claims,
encumbrances, and interests; and (ii) approving the assumption and
assignment of certain of the Debtor's executory contracts and
unexpired leases.  The sale was expected to close Feb. 28.

The Associated Press said the assets will be sold to Sager Creek
for $124.78 million.  Katy Stech, writing for Daily Bankruptcy
Review, the investment vehicle won the bidding with a $160 million
offer, topping stalking horse bidder Seneca Foods Corp. at a
bankruptcy auction.  Seneca Foods signed an agreement to purchase
the Debtors' assets for $148 million plus assumption of specified
debt.

Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at
Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York.  Local
counsel to the stalking horse purchaser is Charles T. Coleman,
Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock,
Arkansas.

Allens Inc. scheduled $294,465,233 in total assets and
$287,945,167 in total liabilities.


ALLENS INC: Johnson, Ark. Plant Sold to MDS for $550,000
--------------------------------------------------------
Allens Inc. and All Veg LLC won Bankruptcy Court approval to sell
its property in the City of Johnson, Arkansas, in accordance with
the terms of the Real Estate Offer and Acceptance Contract, dated
as of December 17, 2013, between Allens and MDS Real Estate
Holdings, LLC, free and clear of all liens, claims, encumbrances,
and other interests.

MDS, the parent of Nitron Industries, offered to purchase the
Johnson Property for $550,000.  Proceeds of the sale will be
applied in accordance with the DIP Order and DIP Loan Documents.

The Debtors said none of the potential purchasers that Allens has
been in contact with for the sale of substantially of its assets,
including their designated stalking horse purchaser, have
expressed any interest in purchasing the Johnson Property.

Allens purchased the Johnson Property for the purpose of operating
a plant at the location; however, this plant has not been
operational for more than 20 years and Allens no longer had a use
for the property.  Several years ago Allens began marketing the
Johnson Property for sale and leasing the Johnson Property to a
landscaping company, Nitron Industries.

In its attempt to sell the Johnson Property, over the years Allens
utilized three separate realty companies in its unsuccessful
attempts to sell the Johnson Property.  Unfortunately, as a result
of this process, no one expressed interest in purchasing the
Johnson Property.

MDS' offer is the first offer that Allens has received for the
Johnson Property after several years of seeking a buyer.  The
Purchase Price represents a fair and reasonable market price for
the Johnson Property.  In light of the lack of a market for the
purchase of the Johnson Property, the Debtors have determined that
the Purchase Price is the highest and best offer for the sale of
the Johnson Property.

The parties anticipate closing the deal by March 15, 2014.

All furniture, fixtures, appliances, equipment, vehicles, computer
systems and other items associated with the Johnson Property, if
any, are included in the Purchase Price.

MDS understands and agrees that it will be purchasing the Johnson
Property "AS-IS" at closing, and MDS agrees that Allens is not
responsible for any repairs, structural defects or problems of any
nature with the Johnson Property, or equipment, mechanical systems
and major appliances after closing.

Risk of loss or damage to the Johnson Property by fire or other
casualty occurring up to the time of closing is assumed by Allens.

As reported by the Troubled Company Reporter, the Bankruptcy Court
in December authorized Allens Inc. to:

   i) obtain credit and incur debt on a final basis until Feb. 14,
      2014, (the termination date) up to the aggregate amount of
      $119,166,156 at any time outstanding (inclusive of debt
      previously extended by the Prepetition First Lien Secured
      Parties (Bank of America, N.A., as agent and the lenders and
      other financial institutions party thereto or which have
      extended credit); and

  ii) use cash collateral, the proceeds of the loans made under
      the DIP Credit Agreement and of Letters of Credit issued
      under the DIP Credit Agreement.

                        About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy
(Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to
sell some divisions or reorganize as a new company.  Its
affiliate, All Veg Inc., also sought bankruptcy protection.

Bankruptcy Judge Ben T. Barry presides over the cases.  The
Debtors are represented by Stan D. Smith, Esq., Lance R. Miller,
Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig,
Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A.
Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker,
Esq., at Greenberg Traurig, LLP, in New York.  Jonathan Hickman of
Alvarez & Marsal North America, LLC, serves as the Debtors' chief
restructuring officer.  Cary Daniel, Nick Campbell and Markus
Lahrkamp of A&M serve as assistant CROs.  Lazard Freres & Co. LLC
and Lazard Middle Market LLC serve as investment bankers, while GA
Keen Realty Advisors, LLC, serves as real estate advisor to the
Debtors.

The Official Committee of Unsecured Creditors tapped Eichenbaum
Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley LLP's Cathy
Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van Aalton, Esq.,
and Robert B. Winning, Esq., as counsel.

On Feb. 12, 2014, the Court entered the order (i) authorizing and
approving the sale of substantially all of the assets of the
Allens Inc. to Sager Creek Acquisition Corp. -- which is owned by
investment funds controlled or advised by Sankaty Advisors LLC and
GB Credit Partners LLC -- free and clear of all liens, claims,
encumbrances, and interests; and (ii) approving the assumption and
assignment of certain of the Debtor's executory contracts and
unexpired leases.  The sale was expected to close Feb. 28.

The Associated Press said the assets will be sold to Sager Creek
for $124.78 million.  Katy Stech, writing for Daily Bankruptcy
Review, the investment vehicle won the bidding with a $160 million
offer, topping stalking horse bidder Seneca Foods Corp. at a
bankruptcy auction.  Seneca Foods signed an agreement to purchase
the Debtors' assets for $148 million plus assumption of specified
debt.

Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at
Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York.  Local
counsel to the stalking horse purchaser is Charles T. Coleman,
Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock,
Arkansas.

Allens Inc. scheduled $294,465,233 in total assets and
$287,945,167 in total liabilities.


ALLIANCE LAUNDRY: Moody's Affirms B3 CFR & Rates 1st Lien Loan B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the $230 million
incremental first lien senior secured term loan of Alliance
Laundry Systems LLC ("Alliance"), proceeds of which (together with
$40 million of balance sheet cash) will be used to acquire Primus
Laundry Equipment Group ("Primus"). In the same rating action,
Moody's affirmed Alliance's Corporate Family Rating at B3,
probability of default rating at B3-PD, and Caa2 rating on the
company's $125 million second lien term loan. The rating outlook
remains stable.

The following rating actions were taken:

Corporate Family Rating affirmed at B3;

Probability of default rating affirmed at a B3-PD;

$230 million incremental first lien senior secured term loan due
December 10, 2018 assigned a B2, LGD 3 (43%);

$75 million existing first lien senior secured revolver due
December 10, 2017 affirmed at B2, LGD 3 (43%);

$355 million existing first lien senior secured term loan due
December 10, 2018 affirmed at B2, LGD 3 (43%);

$90 million existing second lien senior secured term loan due
December 10, 2019 affirmed at Caa2, LGD 6 (91%) from LGD 5 (88%);

The rating outlook remains stable.

Ratings Rationale

The B3 corporate family rating reflects Alliance's elevated
adjusted debt leverage and Moody's expectation that while Alliance
will begin delevering, it will only likely be until the next
dividend recap or debt-financed acquisition occur. Pro forma for
the incremental debt as of December 31, 2013, Alliance's adjusted
debt-to-EBITDA ratio would be approximately 7.9x, a level more
commonly associated with a Caa1 or a weak B3 rated entity in the
manufacturing space. After nearly six years of not paying out
dividends to its 90%-owners, the Ontario Teachers Pension Plan
Board, Alliance paid cash dividends of approximately $47 million
following a debt refinancing in April 2012 and approximately
$232.4 million following another debt refinancing in December
2012. With the current incremental financing, Alliance will be
using $270 million to make an acquisition. These recent uses of
cash indicate that debt-financed expansions and returning capital
to shareholders may preclude appreciable, longer-term debt pay
downs.

At the same time, the B3 rating is supported by Moody's
expectation that Alliance will continue to perform strongly with
respect to cash flow generation, EBITA margins, and EBITA coverage
of interest expense, and by its ability to earn bottom line income
even during recessions.

Alliance's liquidity is supported by its $75 million revolving
credit facility, which had a zero balance as of December 31, 2013
and which Moody's anticipates will be used modestly going forward,
its robust cash flow generation, the comfortable cushion projected
under the company's bank credit facility, and the $330 million
asset-backed securitization facility, up to $3.6 million of which
remains available to finance company receivables and up to $29.8
million of which remains available to finance customers' equipment
purchases, as of year-end 2013.

The stable rating outlook reflects Moody's expectation that
Alliance will slowly whittle down its adjusted debt leverage and
continue to perform in line or better with its B3 corporate family
rating category in other key credit metrics.

An upgrade is unlikely over the next 12 to 18 months. Longer term,
however, the ratings could benefit from a substantial decline in
adjusted debt leverage to below 6.0x, healthy revenue growth, a
continuation in bottom line earnings growth, ongoing strong
performance in cash flow generation, EBITA interest coverage of
greater than 2.5x, and double digit EBITA margins -- all on a
sustained basis.

A downgrade is also unlikely over the next 12 to 18 months unless
the company engages in another substantial debt leveraging
transaction before paying down a material amount of its current
debt. Specifically, the outlook and/or ratings could come under
pressure if adjusted debt leverage were to continue to climb
instead of slowly declining, earnings were to turn into losses,
free cash flow were to remain negative, EBITA interest coverage
were to fall below 1.0x, and/or EBITA margins were to decline
below 5%.

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

Alliance Laundry Systems LLC, headquartered in Ripon, WI, is a
designer, manufacturer and marketer of a full line of commercial
laundry equipment for sale in the US and to international
customers. Its products are used in laundromats as well as in
multi-housing and on-premise laundries. The Ontario Teachers'
Pension Plan Board indirectly acquired a majority interest in
Alliance in 2005 and now owns 90% of the company, while management
owns the remaining 10%. Net revenues for 2013 for Alliance (alone)
were approximately $557 million.

Primus Laundry Equipment Group is headquartered in Gullegem,
Belgium with production facilities in Pribor, Czech Republic and
Guangzhou, China; and sales offices in France (Lyon), the UAE
(Dubai), Spain (Barcelona) and Hong Kong. Primus markets
commercial washer-extractors, tumbler dryers, ironers, and feeding
and folding equipment under the Primus, Lavamac and Deli brands.
Primus has annual revenues of approximately EUR 87 million.


ALLIANCE LAUNDRY: S&P Affirms B CCR & B Rating on 1st Lien Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Ripon,
Wis.-based Alliance Laundry Systems LLC, including its 'B'
corporate credit rating.  The outlook is stable.

S&P also affirmed its 'B' issue-level rating on Alliance Laundry's
first-lien senior secured credit facilities following the
company's proposed $230 million add-on term loan.  The recovery
rating on the first-lien credit facilities remains '3', indicating
S&P's expectation for meaningful recovery (50%-70%) in the event
of a default.  S&P expects the company to use proceeds from the
add-on term loan to fund the acquisition of Primus Laundry
Equipment Group.

S&P also affirmed its 'CCC+' issue-level rating on the company's
second-lien senior secured credit facilities.  The recovery rating
on this debt remains '6', indicating S&P's expectation for
negligible recovery (0%-10%) in the event of a default.

At Dec. 31, 2013, Alliance Laundry had about $445 million in total
debt outstanding.  Upon the close of this transaction, S&P expects
the company to have $675 million in total debt outstanding.

"The affirmation and stable outlook reflect the company's
favorable operating performance over the past year, which we
expect will continue into 2014," said Standard & Poor's credit
analyst Rick Joy.  "While credit measures will likely deteriorate
modestly following the acquisition of Primus, we believe the
acquisition will strengthen Alliance Laundry's market positioning
and product offerings."

Standard & Poor's ratings on Alliance Laundry reflect its view
that the company has a "highly leveraged" financial risk profile
and "fair" business risk profile.  Key credit factors are the
company's narrow product focus, small scale, customer
concentration, and S&P's expectation that credit measures will
remain consistent with indicative ratios for a highly leveraged
financial risk profile over the next year.  In addition, S&P has
an FS-6 financial policy score because the company is owned by a
financial sponsor with a history of debt-financed dividends and
acquisitions.


AM FITNESS: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: AM Fitness, Inc.
           t/a Gold's Gym
        4481 Route 9
        Howell, NJ 07731

Case No.: 14-13486

Chapter 11 Petition Date: February 27, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Michael B. Kaplan

Debtor's Counsel: Barry W. Frost, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: 609-890-1500
                  Email: bfrost@teichgroh.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark Steinfield, authorized individual.

The Debtor listed Sun National Bank as its largest unsecured
creditor holding a claim of $2.90 million.


AMERICAN PATRIOT: April 2 Hearing on APG Bid to Operate Red Arrow
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
continued the hearing on the appointment of American Patroit Gold,
LLC as operator of the Red Arrow mine to April 2.

American Patroit, which owns 49% interest in the Red Arrow gold
mine in Mancos, Colorado, earlier asked the court to appoint the
company as sole operator of the mine, saying Craig Liukko has
failed to perform his job as operator of the mine.

Mr. Liukko owns Red Arrow Gold Company Inc., which owns 51%
interest in the Red Arrow mine.

Mr. Liukko opposed the proposed appointment, saying there are no
ongoing operations at the mining site.  He blamed the problems
tied to the operations at the mining site on the receiver
appointed by the bankruptcy court, who has controlled access to
Red Arrow's property since April last year.

Last year, the state mining board demanded Mr. Liukko's company to
pay more than $49,000 spent by the state to stabilize mercury-
tainted material at the mining site.

                    About American Patriot Gold

American Patriot Gold, LLC, filed a bankruptcy petition (Bankr.
S.D. Tex. Case No. 13-35334) on Aug. 30, 2013.  The petition was
signed by Rocky V. Emery as manager.  In its schedules, American
Patriot Gold disclosed $49,950,000 in total assets and $11,642,786
in total liabilities.

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

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


AMERICAN POWER: Incurs $409,000 Net Loss in Dec. 31 Quarter
-----------------------------------------------------------
American Power Group Corporation reported a net loss available to
common stockholders of $409,000 on $1.84 million of net sales for
the three months ended Dec. 31, 2013, as compared with a net loss
available to common stockholders of $852,000 on $875,000 of net
sales for the same period a year ago.

At Dec. 31, 2013, the Company had $9.82 million in total assets,
$4.36 million in total liabilities and $5.46 million in
stockholders' equity.

Lyle Jensen, American Power Group Corporation's chief executive
officer, stated, "Q1 stationary oil and gas conversion revenue of
$1.3 million was almost 4 times higher than the same period a year
ago, and approximately half of the stationary revenue growth
during the quarter was generated from our new Canadian market.  At
the recent World LNG Fuels 2014 Conference in Houston, several
leaders in the oil and gas exploration area were projecting a
steady growth in the use of dual fuel natural gas systems in North
America - potentially reaching 50% penetration by 2020 which would
equate to 3,000 to 4,000 engines.  This industry projection would
create an APG addressable market just for drilling and fracturing
of $100 million to $150 million so our best days are clearly ahead
of us."

A copy of the press release is available for free at:

                        http://is.gd/SwXAu8

On Feb. 13, 2014, American Power held a telephonic conference call
to provide an update on the Company to investors.  A copy of the
transcript of the conference call is avialable for free at:

                       http://is.gd/33m3CQ

                    About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural GasTM conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time.  The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent.  The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures.  Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market. See additional information at
www.americanpowergroupinc.com.

For the nine months ended June 30, 2013, the Company reported a
net loss available to common shareholders of $2.03 million.
American Power incurred a net loss available to common
shareholders of $14.66 million for the year ended Sept. 30, 2012,
compared with a net loss available to common shareholders of $6.81
million for the year ended Sept. 30, 2011.


ARKANOVA ENERGY: Reports $647,800 Net Loss in Dec. 31 Quarter
-------------------------------------------------------------
Arkanova Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $647,820 on $233,518 of total revenue for the three
months ended Dec. 31, 2013, as compared with a net loss of
$484,187 on $210,842 of total revenue for the same period a year
ago.

The Company's balance sheet at Dec. 31, 2013, showed $4.58 million
in total assets, $14.38 million in total liabilities and a $9.80
million total stockholders' deficit.

"Arkanova has incurred losses of $28,713,777 since inception and
has a working capital of $976,257 at December 31, 2013.
Management plans to raise additional capital through equity and/or
debt financings.  These factors raise substantial doubt regarding
Arkanova's ability to continue as a going concern," the Company
said in the Quarterly Report.

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

                        http://is.gd/hCSJYV

                         About Arkanova

Austin, Tex.-based Arkanova Energy Corporation is a junior
producing oil and gas company and is also engaged in the
acquisition, exploration and development of prospective oil and
gas properties.  It holds mineral leases in Delores County, Lone
Mesa State Park, Colorado and leasehold interests located in
Pondera and Glacier Counties, Montana.

In their report on the consolidated financial statements for the
fiscal year ended Sept. 30, 2013, MaloneBailey LLP expressed
substantial doubt about its ability to continue as a going
concern, citing that the Company has incurred cumulative losses
since inception and has negative working capital.


ATLAS PIPELINE: S&P Revises Outlook to Negative & Affirms 'B+' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Tulsa-
based Atlas Pipeline Partners L.P. to negative from stable.  At
the same time, S&P affirmed its 'B+' corporate credit and senior
unsecured debt ratings on Atlas.  The recovery rating on the
senior unsecured debt is '3', indicating S&P's expectation for
meaningful (50% to 70%) in the event of a payment default.

"We based the outlook revision on Atlas' lower cash flows and
higher financial leverage than we previously expected," said
Standard & Poor's credit analyst Nora Pickens.

Atlas' underperformance is primarily driven by continued weak
ethane prices and slower-than-expected volume ramp-up in South
Texas (SouthTX).  Based on these challenging market conditions,
S&P is forecasting 2014 EBITDA to be approximately $50 million to
$70 million lower compared with its previous expectations, leading
to a debt to EBITDA ratio of 5.3x at year-end.

Still, S&P considers Atlas' areas of operations to have compelling
drilling economics characterized by high utilization and strong
gathering and processing volumes across the firm's operating
footprint.  The partnership continues to grow at a rapid pace in
tandem with robust production forecasts and S&P expects 2014
gathering volumes to be nearly three times greater than 2011.
Despite favorable drilling fundamentals, large acquisitions
completed in 2012 have since stretched Atlas' balance sheet.  A
slower-than-anticipated build-out of assets, meaningful amounts of
ethane rejection, and the need to bypass gathering volumes to
third parties has contributed to compressed margins and lower cash
flow.  S&P views execution and volume risk associated with the
development of Atlas' Eagle Ford-based assets as a key credit
consideration during the next 12 months.

The negative outlook reflects S&P's expectation that Atlas' key
credit measures will remain weak in the near term.  S&P could
lower the rating if low commodity prices, stagnant throughput
levels, or operational difficulties result in tight liquidity
and/or debt to EBITDA above 5x through mid-2015.  S&P could revise
the outlook to stable if Atlas successfully executes its 2014
growth strategy, maintains adequate liquidity, and reduces
leverage below 5x for a sustained period.


AUTOMATED BUSINESS: Gets More Time to Assume or Reject FPG Leases
-----------------------------------------------------------------
U.S. Bankruptcy Judge Wendelin Lipp moved the deadline for
Automated Business Power Inc. to assume or reject three leases to
May 6.

The leases are for non-residential real properties located in
Gaithersburg, Maryland.  The company uses two of these properties
as its headquarters while the third property is being used for
storage of equipment and inventory.

Automated Business leases the properties from First Power Group
LLC, which is owned by a former officer of the company.

                  About Automated Business Power

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

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

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

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

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

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


BELLE FOODS: Lenders to Fund $1.5MM to Unsecured Creditors' Trust
-----------------------------------------------------------------
Belle Foods, LLC, and the Official Committee of Unsecured
Creditors ask the Bankruptcy Court to approve a compromise and
settlement dated Feb. 19, 2013, that they entered into with a
lender group that includes Southern Family Markets LLC, for itself
and as agent, and C&S Wholesale Grocers, Inc.

According to Belle Foods and the Committee, as movants, the Court
denied approval of the first settlement agreement which was the
culmination of extensive and arm's length negotiations between and
among the Committee and the lenders.  The settlement agreement
sought to, among other things, settle potential estate causes of
action against the lenders, provide a "gift" to certain creditors
of the Debtor's estate, and preserve certain other estate causes
of action against various insiders and directors and officers of
the Debtor.

The lenders and Committee engaged in further negotiations with
each other and the Debtor to cure the various objections to the
first settlement agreement.  The Settlement Agreement -- that is
subject to the Debtor and the Committee's request -- provides for
various benefits to unsecured creditors, consisting principally of
a trust to be established for the benefit of unsecured creditors
-- the GUC Trust, as defined in the settlement agreement -- funded
by the lenders in the amount of $1.5 million to be used to make
distributions to creditors and to prosecute certain causes of
action, the fruits of which may further enhance recoveries to
creditors.  Importantly, all distributions made by the GUC Trust
will fully comply with the priority distribution scheme embodied
in the Bankruptcy Code.

Belle Foods and the Committee relate that the settlement agreement
not only will fully comply with the Bankruptcy Code's priority
distribution scheme but will also provide creditors with the
certainty of a recovery in a case where the amount of the senior
secured claim held by the Lenders potentially far exceeds the
value of the Debtor's assets and there is no certainty of a
recovery for creditors without the benefits of the settlement
agreement.   They said the structure of the settlement agreement
will enable creditors to achieve a distribution, consistent with
the Bankruptcy Code's priority scheme, regardless of the direction
the bankruptcy case takes in the future, as it is premised on
distributions funded by the lenders' collateral.

As of the Petition Date, the Debtor owed the Lenders on account of
various Prepetition Obligations (as defined in the Final DIP
Order) that, according to the Lenders, were (and are) secured by
valid, duly perfected liens against substantially all of the
Debtor's property.  The lenders asserted an allowed secured claim
against the Debtor's estate in the amount in excess of
$40,000,000.

The salient terms of the settlement agreement are:

   * Resolution of Claims and Challenges: upon the Effective
     Date, the challenge period expiration date will be deemed
     to have occurred, notwithstanding any prior stipulated
     extension thereof to the contrary.

   * Carve out: soon as practicable following the occurrence of
     the Effective Date, the lenders will carve out of the
     proceeds of their collateral and transfer to the GUC Trust,
     for the sole benefit of creditors holding unsecured claims
     against the Debtor's estate, the following:

     -- $1,300,000, to be distributed consistent with the terms
        of the settlement agreement and the terms of the GUC
        Trust Agreement;

     -- $200,000, to be used by the GUC Trustee as seed funding
        for the prosecution or settlement of any claims and
        causes of action belonging to the Debtor's estate that
        are not otherwise released and are transferred to the
        GUC Trust and the lenders' rights and claims under a
        Personal Guaranty entered into by the Lenders and William
        D. White and Rebecca J. White, dated as of June 29, 2012
        -- so-called White Claims.  The first $200,000 of
        recoveries from GUC Causes of Action or White Claims will
        be repaid to the lenders; and

     -- Following the Effective Date, the lenders also will carve
        out of the proceeds of their collateral, for the benefit
        of the Parties and Creditors, the Committee Professional
        Fee Payment and the Service Cost.

   * Creditor Releases: for good and valuable consideration, to
     the fullest extent permissible under applicable law, each
     creditor who receives a distribution from the GUC Trust
     pursuant to the settlement agreement will be deemed to have
     irrevocably and unconditionally, fully, finally and forever
     waived and released the Debtor, Committee and the Lenders,
     well as the respective professionals, members, officers,
     directors, shareholders, and affiliates of each of the
     foregoing, from any and all claims and causes of action
     related to or in connection with the Debtor.

   * GUC Trust: promptly after the Effective Date, the parties
     will form a trust for the benefit of the Debtor, Creditors
     and the lenders pursuant to a trust agreement among the
     parties.  The Committee, in consultation with the Debtor,
     whose consent will not be unreasonably withheld, will
     select a trustee to serve under the GUC Trust.  The GUC
     Trustee will file quarterly reports in the Bankruptcy Case
     listing the assets and liabilities of the GUC Trust, and
     all amounts received and expended during the relevant
     period, and further will upon reasonable terms and
     conditions report to the Debtor and the Lenders following
     their request.  Any information or documents provided by
     the GUC Trustee to the Debtor or Lenders will be deemed
     protected by a joint or common interest privilege.  The GUC
     Trustee also will obtain Court approval of any settlement
     of any GUC Causes of Action or White Claims where the amount
     in dispute exceeds $1,000,000, and will provide notice of
     any such approval motion to the Debtor and the Lenders at
     least 20 days prior to any hearing thereon and entry of any
     order approving or disapproving such settlement.  The GUC
     Trustee will administer the GUC Trust and hold in trust and
     distribute for the benefit of the creditors and lenders the
     GUC Assets in a manner consistent with the settlement
     agreement and the GUC Trust Agreement.

A copy of the settlement is available for free at:

     http://bankrupt.com/misc/BELLEFOODS_1087_settlement.pdf

                         About Belle Foods

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

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

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

Otterbourg P.C.'s David M. Posner, Esq., and Gianfranco Finizio,
Esq.; and R. Scott Williams, Esq., and Jennifer Kimble, Esq., at
Rumberger, Kirk & Caldwell, P.C., represent the Official Committee
of Unsecured Creditors.

The Debtor, in its amended schedules, disclosed $64,972,059 in
assets and an unknown amount of liabilities.


BG MEDICINE: Legg Mason Stake Down to 0% as of Dec. 31
------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Legg Mason Capital Management LLC disclosed
that as of Dec. 31, 2013, it no longer owned shares of common
stock of BG Medicine, Inc.  A copy of the regulatory filing is
available for free at http://is.gd/MGPJ26

                          About BG Medicine

Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs.  The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure.  The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.

In its annual report for the period ended Dec. 31, 2012, the
Company said: "We expect to incur further losses in the
commercialization of our cardiovascular diagnostic test and the
operations of our business and have been dependent on funding our
operations through the issuance and sale of equity securities.
These circumstances may raise substantial doubt about our ability
to continue as a going concern."

BG Medicine reported a net loss of $23.8 million in 2012, compared
with a net loss of $17.6 million in 2011.  As of Sept. 30, 2013,
the Company had $13.56 million in total assets, $12.95 million in
total liabilities and a $610,000 total stockholders' equity.


BIOLIFE SOLUTIONS: Amends 2.1 Million Units Prospectus
------------------------------------------------------
BioLife Solutions, Inc., amended its Form S-1 registration
statement relating to the offering of 2,150,000 units, each unit
consisting of one share of common stock, $0.001 par value and one-
half of one common stock warrant at a public offering price of $
[___] per unit.  The warrants will become exercisable and
separately transferable from the shares upon the closing of this
offering.  At any time until five years following the date of the
closing, each whole warrant entitles the holder to purchase one
share at an exercise price of $[__], subject to adjustment.

The Company's common stock has been quoted on the OTCQB, under the
symbol "BLFS".  As a result of the Company's reverse stock split,
effective for 20 business days beginning Jan. 29, 2014, a "D" has
been added to its symbol.  The Company has applied to list its
common stock on the Nasdaq Capital Market under the symbol "BLFS".
As of Feb. 13 , 2014, the last reported sale price of the
Company's common stock was $6.45 per share on the OTCQB.  The
Company does not intend to apply for listing of the warrants on
any securities exchange or other trading system.

The Company has retained Ladenburg Thalmann & Co. Inc. to act as
its exclusive placement agent in connection with this offering
until the expiration date of the offering.  The Company intends to
enter into a placement agency agreement with the placement agent,
relating to the units offered by this prospectus.

A copy of the Form S-1/A is available for free at:

                        http://is.gd/NULowK

                     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.

BioLife Solutions disclosed a net loss of $1.65 million in 2012,
as compared with a net loss of $1.95 million in 2011.  As of
Sept. 30, 2013, the Company had $3.20 million in total assets,
$16.06 million in total liabilities and a $12.85 million total
shareholders' deficiency.


BIOMBO INC: Case Summary & Unsecured Creditor
---------------------------------------------
Debtor: Biombo, Inc.
        150 Cortlandt Street
        Sleepy Hollow, NY 10591

Case No.: 14-22256

Chapter 11 Petition Date: February 28, 2014

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Bruce R. Alter, Esq.
                  ALTER & BRESCIA, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 670-0030
                  Fax: (914) 670-0031
                  Email: altergold@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Cirilo Rodriguez, president.

The Debtor listed Consolidated Edison as its largest unsecured
creditor holding a claim of $5,000.


BIOVEST INTERNATIONAL: Incurs $2.1MM Net Loss in Dec. 31 Qtr.
-------------------------------------------------------------
Biovest International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to the Company of $2.09 million on
$522,000 of total revenue for the three months ended Dec. 31,
2013, as compared with a net loss attributable to the Company of
$3.26 million on $549,000 of total revenue for the same period
during the prior year.

As of Dec. 31, 2013, the Company had $43.20 million in total
assets, $2.53 million in total liabilities and $40.66 million in
total stockholders' equity.

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

                        http://is.gd/bQEany

                    About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.

Biovest International Inc., filed a petition for Chapter 11
reorganization (Bankr. M.D. Fla. Case No. 13-02892) on March 6,
2013, in Tampa, Florida.  The new bankruptcy case was accompanied
by a proposed reorganization plan supported by secured lenders
owed about $38.5 million.  Total debt is $44.9 million, with
assets listed in a court filing as being valued at $4.7 million.
About $5.4 million is owing to unsecured creditors, according to a
court paper.

Biovest emerged from reorganization in July 2013 and continues to
operate as a going concern.  On Dec. 31, 2013, the Company had
cash of $0.5 million and working capital of $0.2 million.

In their report on the consolidated financial statements for the
eyar ended Sept. 30, 2013, Cherry Bekaert LLP expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company incurred cumulative net
losses since inception of approximately $172 million.
Furthermore, the Company expects to continue to incur net losses
through at least fiscal year 2014 and has limited working capital
at Sept. 30, 2013.


BIOZONE PHARMACEUTICALS: Barry Honig Stake at 4.99% as of Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Barry Honig disclosed that as of Dec. 31,
2013, he beneficially owned 5,966,404 shares of common stock of
Biozone Pharmaceuticals, Inc., representing 4.99 percent
(based on 118,508,597 shares outstanding as of Feb. 14, 2014.)
Mr. Honig previously reported beneficial ownership of 5,542,654
shares at Sept. 11, 2013.  A copy of the regulatory filing is
available for free at http://is.gd/SnRCAF

                   About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $7.59 million in total assets,
$18.05 million in total liabilities and a $10.45 million total
shareholders' deficiency.

Paritz and Company. P.A., in Hackensack, New Jersey, 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 operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.


BUCK LTD: Foreclosure Sale Continued to March 4
-----------------------------------------------
The foreclosure sale of Buck Ltd.'s property has been continued to
March 4, 2014.

Branch Banking and Trust Company, successor in interest to
Colonial Bank, by asset acquisition from the Federal Deposit
Insurance Corporation, as receiver for Colonial Bank, successor by
conversion to Colonial Bank, N.A., is initiating foreclosure.

The auction will be held at the main entrance of the Courthouse
in the City of Columbiana, Alabama.

The real property is situated in Shelby County, Alabama.  Buck has
defaulted on its debt to Colonial Bank.

At the sale, the Real Property may be offered for sale and sold
(i) as a whole, (ii) as individual tracts or (iii) in any other
manner Holder may elect.

Attorney for Branch Banking & Trust:

     Donald M. Warren, Esq.
     BURR & FORMAN LLP
     420 N 20th Street, Suite 3400
     Birmingham, Alabama 35203
     Tel: (205) 251-3000
     E-mail: dwarren@burr.com


BUFFET PARTNERS: Committee Seeks Approval of Info Sharing Protocol
------------------------------------------------------------------
The committee representing Buffet Partners LP's unsecured
creditors seeks court approval to implement a protocol that will
protect certain information about the company from disclosures to
creditors.

U.S. bankruptcy law requires a committee to give creditors it
represents access to information but it doesn't provide guidelines
as to the type, kind and extent of the information to be
disclosed.

The protocol "will help ensure that confidential, privileged,
proprietary or material non-public information will not be
disseminated" to the detriment of Buffet Partners' estate,
according to the company's lawyer, Deborah Perry, Esq., at Munsch
Hardt Kopf & Harr P.C., in Dallas, Texas.

A copy of the proposed order detailing the protocol can be
accessed for free at http://is.gd/bNMalP

Ms. Perry can be reached at:

     Deborah Perry, Esq.
     Munsch Hardt Kopf & Harr, P.C.
     500 N. Akard Street
     Suite 3800
     Dallas, TX 75201-6659
     Tel: (214) 855-7500
     Fax: (214) 855-7584
     Email: dperry@munsch.com

                      About Buffet Partners

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

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

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

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

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


CALGI CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Calgi Construction Company Inc.
        56 Lafayette Avenue
        White Plains, NY 10603

Case No.: 14-22249

Chapter 11 Petition Date: February 28, 2014

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Dawn Kirby Arnold, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE &
                  WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: 914-681-0288
                  Email: dkirby@ddw-law.com

Total Assets: $329,951

Total Liabilities: $1.41 million

The petition was signed by Dominic Calgi, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb14-22249.pdf


CAPRICORN PHARMA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Capricorn Pharma, Inc.
        6900 English Muffin Way, Unit #A
        Frederick, MD 21703

Case No.: 14-12941

Chapter 11 Petition Date: February 27, 2014

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

Judge: Hon. Paul Mannes

Debtor's Counsel: Ronald J Drescher, Esq.
                  DRESCHER & ASSOCIATES
                  4 Reservoir Circle, Suite 107
                  Baltimore, MD 21208
                  Tel: (410)484-9000
                  Email: ecfdrescherlaw@gmail.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Murty Azzarpu, director/chief
restructuring officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb14-12941.pdf


CASH STORE: To Voluntarily Delist Common Shares from NYSE
---------------------------------------------------------
The Cash Store Financial expects to file an application on Form 25
to notify the U.S. Securities and Exchange Commission of its
withdrawal of its common shares from listing on the NYSE.  The
Company expects that the last day of trading of its common shares
on the NYSE will be on March 3, 2014.

The decision to voluntarily delist its common shares from the NYSE
does not impact the Company's listing on the Toronto Stock
Exchange.  The Company's common shares will continue to be listed
and traded on the TSX, subject to compliance with TSX continued
listing standards.

As previously announced, on April 2, 2013, the Company received
notice from the NYSE that it was not in compliance with the US$50
million market capitalization and stockholders' equity standard
for continued listing of its common shares on the NYSE.  On
August 29, 2013, the Company was notified that the NYSE accepted
the Company's plan to achieve compliance subject to an 18 month
monitoring period as measured from the April 2, 2013 notice.

On February 24, 2014, the Company received an additional notice
from the NYSE that it had fallen below the NYSE's continued
listing criteria requiring listed companies to maintain an average
closing price of its listed common shares of not less than US$1.00
over a consecutive 30 trading-day period.

                    About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

Cash Store reported a net loss and comprehensive loss of C$35.53
million for the year ended Sept. 30, 2013, as compared with a net
loss and comprehensive loss of C$43.52 million for the year ended
Sept. 30, 2012.  As of Sept. 30, 2013, the Company had C$164.58
million in total assets, C$165.90 million in total liabilities and
a C$1.32 million shareholders' deficit.

                          *     *     *

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

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

As reported by the TCR on Jan. 2, 2014, Moody's Investors Service
downgraded the Corporate Family and Senior Secured debt ratings of
The Cash Store Financial Services Inc. to Caa2 from Caa1 and
placed the ratings under review for further possible downgrade.
The downgrade reflects regulatory challenges in the company's
major operating market of Ontario, Canada that could significantly
adversely affect the firm's financial performance as well as Cash
Store's weak financial results.


CB3 ACQUISITION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: CB3 Acquisition, LLC
        1201 Orange Street, Suite 600
        One Commerce Center
        Wilmington, DE 19801

Case No.: 14-10416

Chapter 11 Petition Date: February 27, 2014

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

Debtor's Counsel: Bruce Duke, Esq.
                  BRUCE J. DUKE, LLC
                  4201 Grenwich Lane
                  Mount Laurel, NJ 08054
                  Tel: 856-701-0555
                  Email: bruceduke@comcast.net

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Michael Staisil, member.

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


CCP HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: CCP Holdings, LLC
        P.O. Box 17439
        Winston Salem, NC 27116

Case No.: 14-50202

Chapter 11 Petition Date: February 27, 2014

Court: United States Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Judge: Hon. Benjamin A. Kahn

Debtor's Counsel: Samantha K. Brumbaugh
                  IVEY, MCCLELLAN, GATTON & TALCOTT, LLP
                  100 S. Elm Street, Suite 500
                  PO Box 3324
                  Greensboro, NC 27402
                  Tel: 336-274-4658
                  Fax: 336-274-4540
                  Email: skb@imgt-law.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by James Templeton, member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncmb14-50202.pdf


CENGAGE LEARNING: Files Supplement to Amended Reorganization Plan
-----------------------------------------------------------------
Cengage Learning, Inc., et al., submitted to the Bankruptcy Court
on Feb. 24 documents to supplement their Amended Joint Plan of
Reorganization dated Feb. 12, 2014.  The Debtors were required to
file Plan Supplements by the Feb. 24, 2014 deadline.

The Court scheduled a March 13 hearing at 8:30 a.m., to consider
confirmation of the Plan.  Objections, if any, are due March 10,
at 4:00 p.m.  Plan votes are also due March 10.

A copy of the Plan supplement is available for free at:

     http://is.gd/hSsjQQ

As reported in the Troubled Company Reporter on Feb. 18, 2014, the
Bankruptcy Court entered an order authorizing the Debtors to
solicit acceptances for the Debtors' Amended Plan, as modified;
approving the Supplemental Disclosure Statement Related to the
Debtors' Joint Plan of Reorganization as containing "adequate
information" pursuant to Section 1125 of the Bankruptcy Code;
approving the solicitation materials and documents to be included
in the solicitation packages; and approving procedures for
soliciting, receiving, and tabulating votes on the Plan and for
filing objections to the Amended Plan.

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

                        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., 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., represents the statutory
committee of unsecured creditors.

Milbank, Tweed, Hadley & McCloy LLP's Gregory Bray, Esq., and
Lauren Cohen, Esq., 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., represent the agent under the First Lien Credit
Agreement.

Katten Muchin Rosenman LLP's Karen Dine, Esq., and David Crichlow,
Esq., 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., argue for CSC Trust Company
of Delaware as Second Lien Trustee.

Loeb & Loeb LLP's Walter H. Curchack, Esq., represents the
Indenture Trustee for the Senior PIK Notes.

Kilpatrick Townsend's Todd Meyers, Esq., represents the Indenture
Trustee for the Senior Unsecured Notes.

Jones Day's Lisa Laukitis, Esq., is counsel to Centerbridge
Partners LP.

Simpson Thacher & Bartlett LLP's Peter Pantaleo, Esq., represents
Apax Partners LP.


CENGAGE LEARNING: Epic Okayed as Securities Distribution Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Cengage Learning, Inc., et al., to employ Epiq
Bankruptcy Solutions, LLC as special election and distribution
agent for publicly-held securities, nunc pro tunc to Feb. 7, 2014.

According to the Debtors, their Plan requires certain complex
transactions in connection with publicly-held securities, and
these aspects must be implemented properly or they will not be
successful.

The Debtors said Epiq is highly familiar with the applicable
procedures and has a specialty practice in bankruptcy transactions
involving publicly-held securities.  Epiq is an authorized agent
with The Depository Trust Company, the U.S. securities depository
through which the Debtors' public securities are held, and can
therefore administer the bondholder treatment elections
anticipated to be processed through DTC.  In addition, Epiq is
also highly experienced in facilitating plan distributions to
holders of publicly-held securities, including in cases with
complex distribution requirements, such as the Debtors.

With respect to treatment elections by holders of publicly-held
securities, Epiq will, among other things:

   i. consult with the Debtors and their counsel regarding the
      treatment election being made to certain classes under
      the Plan, including timing issues, procedures, and
      documents needed, especially with respect to the election
      instruction form; and research procedural and timing issues,
      including via review of the approved Plan documents and in
      consultation with the company's advisors; and

  ii. coordinate with the Debtors to obtain listings of
      participant banks and brokers through DTC for each relevant
      bond issuance.

With respect to securities distributions to holders of publicly-
held securities, Epiq will:

   i. in the event the equity is to be paid outside of DTC to
      all holders, undertake these after Plan confirmation:

      a) assist with any necessary coordination with DTC, FINRA,
         indenture trustees, bank agents, and/or other
         depositories and exchanges;

      b) receive and examine all registration documentation
         submitted by beneficial owners; and

      c) tabulate all registrations received in accordance with
         established procedures, confer with counsel regarding
         the same, and prepare upload files for the transfer
         agent.

  ii. in the event the equity is to be paid through DTC,
      undertake these after confirmation of the Plan:

      a) assist with any necessary coordination with DTC, FINRA,
         indenture trustee, transfer agent, or other parties in
         connection with the distribution process;

      b) assist in having any DTC-eligible securities being
         issued under the Plan to be made DTC-eligible, including
         forwarding all required items to the correct department
         at DTC, and fielding any inquiries from DTC in connection
         with the eligibility process;

      c) coordinate with the Indenture Trustees and their counsel
         with respect to the distribution and the notices
         provided to DTC by the Indenture Trustees; and

      d) assist with the "DWAC" deposit process in connection
         with any additional parties (such as holders of bank
         debt) who wish to receive their Plan equity directly
         through their DTC participant.

As needed, the firm will:

   i. assist with cash disbursements, if requested; and

  ii. undertake such other duties as may be agreed upon by
      the Debtors and Epiq.

To the best of the Debtors' knowledge, Epiq is a "disinterested
person," as such term is defined in section 101(14) of the
Bankruptcy Code.

                        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., 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., represents the statutory
committee of unsecured creditors.

Milbank, Tweed, Hadley & McCloy LLP's Gregory Bray, Esq., and
Lauren Cohen, Esq., 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., represent the agent under the First Lien Credit
Agreement.

Katten Muchin Rosenman LLP's Karen Dine, Esq., and David Crichlow,
Esq., 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., argue for CSC Trust Company
of Delaware as Second Lien Trustee.

Loeb & Loeb LLP's Walter H. Curchack, Esq., represents the
Indenture Trustee for the Senior PIK Notes.

Kilpatrick Townsend's Todd Meyers, Esq., represents the Indenture
Trustee for the Senior Unsecured Notes.

Jones Day's Lisa Laukitis, Esq., is counsel to Centerbridge
Partners LP.

Simpson Thacher & Bartlett LLP's Peter Pantaleo, Esq., represents
Apax Partners LP.


CENGAGE LEARNING: March 14 Hearing on Duff & Phelps Hiring
----------------------------------------------------------
The Bankruptcy Court will convene a hearing on March 14, 2014, to
consider Cengage Learning, Inc., et al.'s bid to employ Duff &
Phelps, LLC as valuation consultants.  Objections, if any, are due
on the hearing date.

The Debtors, in their motion, stated that Duff & Phelps will,
among other things:

   a) assist the Debtors' management in preparation of certain
      aspects of a hypothetical liquidation analysis of the
      intangible assets in connection with a chapter 11 plan of
      reorganization for the Debtors;

   b) assist the Debtors management with an allocation of the
      Debtors' reorganization value for financial reporting
      purposes for Fresh Start Accounting in accordance with
      SOP 90-7; and

   c) assist the Debtors' management with the identification
      of intangible assets and liabilities to be recognized apart
      from goodwill pursuant to ASC section 805.

Michael H. Dolan, a managing director of Duff & Phelps, tells the
Court that the Debtors and Duff & Phelps agreed on fees of $35,000
for the services related to the liquidation analysis well as an
hourly rate structure for the firm's other services.  The hourly
rates that will be charged by Duff & Phelps are:

         Managing Directors            $715 - $950
         Director                      $645 - $860
         Vice President                $515 - $685
         Senior Associate              $440 - $520
         Analyst                       $305 - $360
         Administrative Staff           $90 - $145

The Debtors have received the Court's authorization to employ
Ocean Tomo, LLC as intellectual property valuation consultants;
Hilco Valuation Services, LLC as inventory valuation consultants,
and Lazard Freres & Co. LLC to provide, among other things,
certain special valuation services to the Debtors.  Duff & Phelps
will work closely with Ocean Tomo, Hilco and Lazard to prevent any
duplication of efforts in the course of advising the Debtors.

                        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., 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., represents the statutory
committee of unsecured creditors.

Milbank, Tweed, Hadley & McCloy LLP's Gregory Bray, Esq., and
Lauren Cohen, Esq., 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., represent the agent under the First Lien Credit
Agreement.

Katten Muchin Rosenman LLP's Karen Dine, Esq., and David Crichlow,
Esq., 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., argue for CSC Trust Company
of Delaware as Second Lien Trustee.

Loeb & Loeb LLP's Walter H. Curchack, Esq., represents the
Indenture Trustee for the Senior PIK Notes.

Kilpatrick Townsend's Todd Meyers, Esq., represents the Indenture
Trustee for the Senior Unsecured Notes.

Jones Day's Lisa Laukitis, Esq., is counsel to Centerbridge
Partners LP.

Simpson Thacher & Bartlett LLP's Peter Pantaleo, Esq., represents
Apax Partners LP.


CENGAGE LEARNING: March 14 Hearing on Hiring of LegalPeople
-----------------------------------------------------------
The Bankruptcy will convene a hearing on March 14, 2014, to
consider Cengage Learning, Inc., et al.'s bid to employ
LegalPeople LLC as legal staffing provider to assist with
discovery.  Objections, if any, are due on the hearing date.

The Debtors agreed to compensate LegalPeople's personnel according
to these hourly rates:

          Team Lead                      $65
          Contractor                     $42

To the best of the Debtors' knowledge, LegalPeople is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        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., 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., represents the statutory
committee of unsecured creditors.

Milbank, Tweed, Hadley & McCloy LLP's Gregory Bray, Esq., and
Lauren Cohen, Esq., 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., represent the agent under the First Lien Credit
Agreement.

Katten Muchin Rosenman LLP's Karen Dine, Esq., and David Crichlow,
Esq., 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., argue for CSC Trust Company
of Delaware as Second Lien Trustee.

Loeb & Loeb LLP's Walter H. Curchack, Esq., represents the
Indenture Trustee for the Senior PIK Notes.

Kilpatrick Townsend's Todd Meyers, Esq., represents the Indenture
Trustee for the Senior Unsecured Notes.

Jones Day's Lisa Laukitis, Esq., is counsel to Centerbridge
Partners LP.

Simpson Thacher & Bartlett LLP's Peter Pantaleo, Esq., represents
Apax Partners LP.


CEREPLAST INC: Gets March 3 Deadline to File Schedules, SOFAs
-------------------------------------------------------------
U.S. Bankruptcy Judge Basil Lorch III extended the deadline for
Cereplast Inc. to file its schedules of assets and liabilities,
and statements of financial affairs to March 3.

Cereplast said in a court filing that it doesn't have enough time
to collect financial data and other information necessary to
complete the documents.

Pursuant to section 521 of the Bankruptcy Code and Section 1007 of
the Federal Rules of Bankruptcy Procedure, a company that filed
for bankruptcy protection is required to file its schedule of
assets and liabilities, statement of financial affairs and other
documents within 15 days after its filing.  Cereplast filed for
Chapter 11 protection on Feb. 10.

                       About Cereplast Inc.

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

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

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

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

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

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

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


CLINICA REAL: Court to Hold Hearing on Plan Outline April 1
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will hold a
hearing on April 1 to consider approval of Clinica Real LLC's
disclosure statement, which outlines the plan proposed by the
company and its owner to exit Chapter 11 protection.

According to the disclosure statement filed Feb. 14, claims
against Clinica Real and its owner Keith Michael Stone are divided
into 13 classes.

Under the plan, administrative claims will be paid on the later of
the effective date of the plan or 10 days after they are approved
by the court.  Meanwhile, claims that are entitled to priority
under the Bankruptcy Code, including tax claims, will be paid in
five years in even annual cash payments.

State Farm Mutual Automobile Insurance Co. and State Farm Fire &
Casualty Co. can assert a $1.5 million unsecured claim against
each of the debtors under the proposed plan.

The insurance firms previously filed a $29 million claim against
each of the debtors, which the latter dispute.  The amount of each
claim is yet to be determined by order of the bankruptcy court,
according to the disclosure statement.

Clinica Real's general unsecured creditors will be paid their pro
rata share of the aggregate payment of $5,000 starting on the
first day of the second month after the effective date of the
plan.  They will be paid their pro rata share of an aggregate
$5,000 every quarter thereafter until they are paid in full.

Meanwhile, Mr. Stone will retain his interest in the reorganized
company, according to the plan outline.

The proposed plan and disclosure statement are available without
charge at:

   http://bankrupt.com/misc/ClinicaRealDS.pdf
   http://bankrupt.com/misc/ClinicaRealPlan.pdf

                        About Clinica Real

Clinica Real, LLC, dba Clinica Real Rehabilitation & Chiropractic,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20451) in
Phoenix, Arizona, on Sept. 13, 2012.  Clinica Real, doing business
as Clinica Real Rehabilitation & Chiropractic, disclosed
$10.5 million in assets and $29.8 million in liabilities.

Clinica Real has no real property.  Its largest asset is an
unliquidated claim against State Farm Mutual Automobile Insurance
Co. and State Farm Fire & Casualty Co., which the Debtor valued at
$9.75 million.  Most of the claims against the Debtor are
unsecured.  State Farm has an unsecured claim of $29 million,
which the Debtor says is disputed.

Judge Sarah Sharer Curley presides over the case.  Mark J. Giunta,
Esq., serves as the Debtor's counsel.  The petition was signed by
Keith M. Stone, member.

The U.S. Trustee has not appointed an official committee.

Keith Michael Stone filed a separate Chapter 11 petition (Bankr.
D. Ariz. Case No. 12-20452) on Sept. 13, 2012.  Mr. Stone is
represented by Cindy L. Greene, Esq., at Carmichael & Powell,
P.C., in Phoenix, Arizona.

The cases are jointly administered under Case No. 12-20451.


COASTLINE INVESTMENTS: Section 341(a) Meeting Set on March 24
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Coastline
Investments will be held on March 24, 2014, at 2:15 p.m. at RM 5,
915 Wilshire Blvd., 10th Floor, Los Angeles, CA 90017.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Coastline Investments, doing business as Hilltop Suites Hotel, and
Diamond Waterfalls LLC, doing business as Diamond Bar Inn &
Suites, filed bare-bones Chapter 11 bankruptcy petitions (Bankr.
C.D. Cal. Case No. 14-13028 and 14-13030) in Los Angeles on
Feb. 18.  The Pomona, California-based Debtors each estimated at
least $10 million in assets and $1 million to $10 million in
liabilities.  Shih-Chung Liu, who has a 100 percent membership in
the companies, signed the bankruptcy petitions.  The Debtors are
represented by attorneys at Levene Neale Bender Rankin & Brill
LLP, in Los Angeles.  The Hon. Richard M Neiter oversees the case.


COMSTOCK MINING: Has $5-Mil. Credit Facility with Auramet Int'l
---------------------------------------------------------------
Comstock Mining Inc. has entered into a new, lower cost $5 million
revolving credit facility with Auramet International, LLC,
pursuant to which the Company may borrow up to $5 million
outstanding at any one time.  The proceeds of the Revolving Credit
Facility will be used for working capital, including production
ramp up and preparations for expansion of the Lucerne Mine,
including targeted drilling on the east side of the Lucerne
resource area.

"This financing is consistent with our business plans as we
accelerate our mining plan in Lucerne West and prepare for
expansion and development drilling of Lucerne East.  It is
gratifying that our progress to date results in more efficient,
flexible capital resources for growing our company and its
resource base," stated Corrado De Gasperis, president & CEO of the
Company.

On Feb. 12, 2014, the Company drew down $4.6 million dollars.  The
Revolving Credit Facility will be repaid through 14 semimonthly
cash payments of $357,143 beginning Aug. 8, 2014, and ending
Feb. 6, 2015.

"This new facility reflects Comstock's established production and
encouraging growth profile.  Auramet is very pleased with the
evolution of this business relationship, and the efficient growth
that this facility enables," stated James V. Verraster, III,
president and CEO of Auramet.

Additional information is available for free at:

                        http://is.gd/QHQ5Ej

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

Comstock Mining incurred a net loss of $30.76 million in 2012, a
net loss of $11.60 million in 2011 and a net loss of
$60.32 million in 2010.  The Company's balance sheet at Sept. 30,
2013, showed $46.49 million in total assets, $24.78 million in
total liabilities and $21.70 million in total stockholders'
equity.


COMSTOCK MINING: Solus Stake at 8.4% as of Dec. 31
--------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Solus Alternative Asset Management LP and its
affiliates disclosed that as of Dec. 31, 2013, they beneficially
owned 5,962,773 shares of common stock of Comstock Mining Inc.
representing 8.39 percent of the shares outstanding.  Solus
Alternative previously reported beneficial ownership of 4,643,554
shares at Dec. 31, 2012.  A copy of the regulatory filing is
available for free at http://is.gd/ru4VCK

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

Comstock Mining incurred a net loss of $30.76 million in 2012, a
net loss of $11.60 million in 2011 and a net loss of
$60.32 million in 2010.  The Company's balance sheet at Sept. 30,
2013, showed $46.49 million in total assets, $24.78 million in
total liabilities and $21.70 million in total stockholders'
equity.


CREDITRON FINANCIAL: Ex-Owners' Case Converted to Chapter 7
-----------------------------------------------------------
Ed Palattella, writing for Erie Times-News, reported that the
Office of the U.S. Trustee early in February appointed Tamera Ochs
Rothschild as the Chapter 7 trustee for the case of Alfred D.
Covatto and his wife, Joyce M. Covatto, who filed for bankruptcy
in May 2011.  The Covattos are the former owners of the defunct
Telatron Marketing Group Inc., an Erie-based telemarketer.

U.S. Bankruptcy Judge Thomas P. Agresti on Feb. 3 converted the
Covattos' bankruptcy from Chapter 11 reorganization to Chapter 7
liquidation.

The Chapter 7 trustee will handle the sale of the Covattos'
assets, including their primary holding, a three-building office
complex in the 1500 block of West 38th Street, which was
Telatron's headquarters.

Based in Erie, Pennsylvania, Creditron Financial Corporation, dba
Telatron Marketing Group Inc., filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Penn. Case No. 08-11289) on July 3, 2008.
Stephen H. Hutzelman, Esq., at Plate Shapira Hutzelman Berlin May,
et al., represents Creditron.  The Debtor disclosed $3 million in
total assets and $4.8 million in total liabilities in its
bankruptcy petition.  In January 2012, Telatron's assets were sold
to to Y&B Holdings LLC, for $600,000.

Alfred D. Covatto and Joyce M. Covatto filed for personal
bankruptcy (Bankr. W.D. Pa. Case No. 11-10849) on May 18, 2011 in
Erie, Pennsylvania.


DAVE SINCLAIR: Contract Dispute Prompts Dealer's Ch. 11 Filing
--------------------------------------------------------------
Dave Sinclair Lincoln-Mercury St. Peters, Inc., dba Dave Sinclair
Lincoln St. Peters, based in Saint Peters, Missouri, filed for
Chapter 11 bankruptcy (Bankr. E.D. Mo. Case No. 14-40679) on
Feb. 3, 2014.

The petition was signed by James Sinclair, president.

Vince Brennan, writing for the St. Louis Business Journal,
reported that the dealership's President James Sinclair said that
an ongoing contract dispute with a Texas-based company dating back
to 2009 led to the decision to file for bankruptcy protection.
The report said Mr. Sinclair did not name the company, but records
with the U.S. District Court for the Eastern District of Missouri
show that Dave Sinclair Lincoln Mercury St. Peters in December
lost a contract dispute with Houston-based Dealer Computer
Services Inc., which manufactures and provides computer hardware
to automobile dealers.  An arbitrator ruled that Dave Sinclaur
Lincoln Mercury St. Peters must pay Dealer Computer Services
$631,526.

According to the report, Mr. Sinclair said the bankruptcy filing
is only linked to the St. Peters dealership, not any other Dave
Sinclair location.

The report said the dealership has about $6.75 million in assets,
$5.7 million in secured debt and $3.8 million in unsecured debt,
according to its counsel.

Bankruptcy Judge Barry S. Schermer oversees the case.  Robert E.
Eggmann, Esq., and Thomas H. Riske, Esq., at Desai Eggmann Mason
LLC, serve as the Debtor's counsel.


DIGERATI TECHNOLOGIES: Files New Plan After Liquidation Threat
--------------------------------------------------------------
Digerati Technologies, Inc., on Thursday filed a Joint Chapter 11
plan of reorganization and accompanying disclosure statement with
the Bankruptcy Court in Houston, Texas, after a judge threatened
to put the case in liquidation proceedings.

The Joint Plan is co-proposed with:

     -- these parties-in-interest:

        * Riverfront Capital LLC,
        * Recap Marketing and Consulting LLP,
        * Rainmaker Ventures II, Ltd., and
        * WEM Equity Capital Investments, Ltd., and

     -- these Allowed Secured Creditors:

        * Hurley Fairview LLC,
        * Terry Dishon, and
        * Sheyenne Rae Nelson Hurley

On Feb. 11, the Bankruptcy Court denied confirmation of the
Debtor's Second Amended and Restated Plan of Reorganization, and
cancelled a Feb. 18 continued hearing on the Plan.

At a hearing on Feb. 19, counsel for secured creditors Dishon et
al. informed the Court that his clients would be joining the
Debtor in filing a Joint Plan, and that the Joint Plan would be
filed by Feb. 21.  Counsel for the Debtor acknowledged that a
Joint Plan would be filed.

Accordingly, at the end of the Feb. 19 hearing, the Court held
that a confirmation hearing will be scheduled for March 28, 2014,
at 10:30 a.m.

The Court also terminated the Debtor's exclusivity periods.

On Feb. 21, however, the secured creditors and the Debtor did not
file the Joint Plan. Instead, the secured creditors' counsel filed
a status report informing the Court that they should be able to
file the Joint Plan early in the week of Feb. 24.

As of 7:15 p.m. on Feb. 27, the Joint Plan still wasn't filed.

Meanwhile, on Feb. 25, Digerati notified the Bankruptcy Court that
it is taking an appeal from the Feb. 11 order denying confirmation
of the Second Amended Plan.

Noting that the Debtor is prosecuting an appeal of a prior plan
while, on the other hand, going to be filing the Joint Plan,
Bankruptcy Judge Jeff Bohm, who oversees the Chapter 11 case,
issued an order on Feb. 27 requiring the Debtor and the secured
creditors to file the Joint Plan by noontime on Friday.  Judge
Bohm threatened to convert the case to Chapter 7 if they failed to
beat that deadline.

"Why would the Debtor be prosecuting an appeal relating to the old
plan when it is going to be prosecuting a new plan -- i.e., the
Joint Plan? Indeed, the Order Denying Confirmation of the Debtor's
Second Amended and Restated Plan of Reorganization is not a final
order that can be appealed given that this Court has allowed the
Debtor to file another proposed plan," Judge Bohm held.

Judge Bohm also held that any fees by the Debtor's counsel for
services related to the appeal won't be approved.

Following Judge Bohm's warning, the Debtor and the secured
creditors filed the Joint Plan and Disclosure Statement.

On Friday, Digerati notified the Bankruptcy Court that it won't
proceed with its appeal from the Feb. 11 Order denying
confirmation of the Second Amended Plan.

                            Joint Plan

The Joint Plan contemplates a significant reduction in Digerati's
operations and debt through the sale of two of its subsidiaries,
Hurley Enterprises Inc., and Dishon Disposal Inc.  The sale
proceeds will help fund the Plan.  Digerati will continue to own
the common stock in its remaining subsidiary Shift8 Technologies
Inc., which is the holding company for Digerati Networks, Inc.,
and Shift8 Networks Inc., fka Digerati Broadband Inc.

The Plan has projected to have an effective date of Dec. 31, 2014.

Under the Plan, the allowed secured claims of Terry Dishon with
related to pre-bankruptcy notes, in the principal amount of $30
million, is grouped in Class 1 and will be paid in full from the
proceeds of the sale of Dishon Disposal.  To the extent Terry
Dishon's Class 1 Allowed Secured Claim is not paid in full, the
deficiency balance will be waived except for a claim for certain
refund as provided in the Plan.

The Allowed Secured Claims of Hurley Fairview LLC ($20 million)
and Sheyenne Rae Nelson Hurley ($10 million) are placed in Class 2
under the Plan and will be paid in full from the proceeds from the
sale of Hurley Enterprises Inc.  To the extent the Class 2 Allowed
Secured Claims are not paid in full, the deficiency balance will
be waived except for a claim for certain refund as provided in the
Plan.

Holders of Class 1 and Class 2 claims are impaired and entitled to
vote on the Plan.

Holders of Allowed General Unsecured Claims of $1,000 or less are
placed in Class 3; they will be paid in full without postpetition
interest, within 30 days of the plan confirmation date, from
available surplus cash on hand.  They are impaired.

Holders of Allowed General Unsecured Claims in excess of $1,000
are grouped in Class 4 under the Plan, and will be paid in full,
without postpetition interest, from the net sale proceeds of
either the Dishon or Hurley divisions, whichever comes first, from
the so-called Dishon Plan Carve-Out, the Hurley Plan Carve-Out or
from financing.  Payment will be made 30 days after the closing
date or upon allowance of the claim.  The conversion feature
permitting conversion of debt to common stock contained in any
convertible debentures is revoked.

Alternatively, Holders of Class 4 Claims may elect to reduce the
claim to $1,000 and be included in Class 3.

Class 5 consists of Allowed Subordinated Unsecured Claims Arising
Out Of Disputed Rights To Preferred Series "A" Interests.  They
will be paid after creditors in Classes 1 to 4 are paid in full.
All stock certificates representing Prefererd Series A shares are
deemed cancelled.

Class 6 consists of Super Voting Rights Arising Out Of The
Disputed Rights Of Preferred Series "E" Interests Of Oleum Capital
LLC.  All stock certificates for Series E shares are deemed
cancelled,and the holders won't receive any distribution under the
Plan.

Holders of Allowed Equity Interests of Digerati Common Stock are
grouped in Class 7, while Holders of Warrants, Preferred Stock,
And Stock Options Issued By Digerati Prior To The Confirmation
Date are in Class 8.  According to the Plan, the Class 7
shareholders will retain their common stock in Digerati and remain
100% of the shareholders of the Reorganized Debtor.  Meanwhile,
the Warrants, Preferred Stock, and Stock Options issued by
Digerati will be deemed cancelled.

A copy of the Joint Plan is available at no extra charge at:

     http://bankrupt.com/misc/Digerati_JointPlan0227.pdf

The Plan proponents have asked the Court to conditionally approve
the Disclosure Statement materials and set a hearing this month to
consider approval of the Plan.

                 Digerati Pursued 3rd Amended Plan

Before the Joint Plan was announced, Digerati said in court papers
dated Feb. 18 it was working on a draft of a Third Amended Plan
which contemplates the appointment of a third party to serve as a
trustee of the so-called Grantor Trust in the Plan and appointment
of additional directors, including an independent director.

The Debtor was asking the Court for authority to select an
independent director or directors of the Reorganized Debtor
pursuant to the Amended Plan.  The Debtor said it is in the best
interests of the estate to appoint an independent director to
assure the Court or others that the estate is protected from any
potential conflict that the Debtor's officers may have with the
estate.

                   No Chapter 11 Trustee for Now

At the Feb. 19 hearing, Judge Bohm ruled that a motion to appoint
a Chapter 11 trustee in the case is withdrawn, without prejudice
to re-filing.

These parties-in-interest -- Hunter Carr, Rhodes Holdings, LLC,
Robert C. Rhodes, WEM Equity Investments, Inc., Robert L.
Sonfield, P.C. d/b/a Sonfield & Sonfield, Recap Marketing &
Consulting, LLC, Rainmaker Ventures II, LLC, American Equity Fund,
LLC, John Howell, William McIlwain, The Lunaria Heritage Trust,
and Scott Hepford -- had sought termination of Digerati's
exclusivity periods, or in the alternative, for appointment of a
Chapter 11 trustee.

Sheyenne Rae Nelson Hurley, Terry Dishon, Riverfront Capital, LLC
and Hurley Fairview LLC objected to Hunter Carr et al.'s request.
David L. Gorham and Terry Dunken, Jr., joined in the objection.

Sheyenne Rau Nelson Hurley, et al., argued that the facts of the
case neither warrant termination of the Debtor's exclusivity
periods nor the extraordinary remedy of appointment of a Chapter
11 trustee.

The Debtor also fought to keep exclusivity.  It said Carr et al's
motion is improper and is an attempt to hinder confirmation of its
Plan.

Carr, et al., filed their motion on Jan. 15.  They argued that the
Debtor and its counsel have intentionally filed a plan that was in
conflict with the Bankruptcy Settlement Agreement previously
approved by the Court.  Specifically, and non-exclusively, the BSA
required the Debtor to submit a Plan that would provide for
funding, required the Debtor to submit a Plan that would require
an automatic termination of the automatic stay by Aug. 31, 2014,
required releases of all claims by insiders except as expressly
provided for in the BSA, permitted certain parties allowed equity
interest, and permitted certain parties to object to Debtor's
counsel's fees.  They said the Plan submitted by the Debtor gave
releases to insiders and released their attorneys and provided for
insiders to receive compensation and benefits they had released or
waived in the BSA.  They said the Debtor and its counsel are
engaged in "repeated self-dealing and bad faith dealing"

Carr et al. said they can have a Plan on file in less than three
business days that complies with the BSA.  Alternatively, they
want the Court to appoint a chapter 11 trustee that could
independently administer the estate consistent with the BSA.

In January these parties-in-interest -- Rhodes Holdings, LLC, WEM
Equity Investments, Inc., Robert L. Sonfield, P.C. d/b/a/ Sonfield
& Sonfield, Recap Marketing & Consulting, LLC, Rainmaker Ventures
II, LLC, American Equity Fund, LLC, Robert Rhodes, John Howell,
William McIlwain, The Lunaria Heritage Trust, and Scott Hepford,
in connection herewith -- asked the Court to reconsider a prior
ordere that extended the Debtor's Exclusivity Period to April 7.
They said the Court approved the Debtor's request on Jan. 2,
without holding a hearing or taking evidence prior to entering the
Order.

Digerati replied to the Motion to Reconsider, saying the Court
properly entered its order, and Rhodes et al. failed to establish
their burden of showing cause for the Court to reconsider the
Order.

At the hearing on Feb. 19, in light of the secured creditors' bid
to file a Joint Plan with the Debtor, Judge Bohm ruled that the
Motion to Appoint Trustee is withdrawn without prejudice to
refiling; and the Motion to Reconsider is dismissed for mootness.

Aattorneys for Plan Proponents Riverfront Capital, Terry Dishon,
Hurley Fairview and Sheyenne Rae Nelson Hurley are:

         Craig E. Power, Esq.
         Misty A. Segura, Esq.
         Abbie G. Sprague, Esq.
         COKINOS BOSIEN & YOUNG
         Four Houston Center
         1221 Lamar Street, 16th Flr
         Houston, TX 77010-3039
         Tel: 713-535-5500
         Fax: 713-535-5533
         E-mail: cpower@cbylaw.com
                 msegura@cbylaw.com
                 asprague@cbylaw.com

Attorneys for Plan Proponents Recap Marketing & Consulting LLP,
WEM Equity Capital Investments Ltd, and Rainmaker Ventures II LLC
are:

         Lloyd E., Kelley, Esq.
         2726 Bissonnet, Suite 240 PMB 12
         Houston, TX 77005
         Tel: 281-492-7766
         Fax: 281-652-5973
         E-mail: Kelley@lloydkelley.com

              - and -

         Johnie Patterson
         PO Box 613101
         Houston, TX 77208
         Tel: 713-956-5577
         Fax: 713-956-5570
         E-mail: jjp@walkerandpatterson.com

                   About Digerati Technologies

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

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

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

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

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


DOTS LLC: Gordon Brothers Group to Close Stores
-----------------------------------------------
After over 25 years in business, Dots, LLC, an Ohio-based women's
fashion discount retailer, is closing its doors.  The company
filed for Chapter 11 protection on January 20, 2014.  On
February 27, Gordon Brothers Group, a global advisory,
restructuring and investment firm specializing in the retail,
consumer products, industrial and real estate sectors, was awarded
the store closing process for all locations by the bankruptcy
court.  Dots currently operates approximately 360 retail locations
across the United States.  Store closing sales were set to begin
on March 1 and would involve significant discounts on all
merchandise, as well as store furniture, fixtures and equipment in
order to wind down company operations.

Dots, known for its affordable women's fashion, has struggled
against competition from both online retailers and other brick and
mortar discount retailers that have greater resources and wider
brand recognition.  The retail chain has experienced trouble
throughout the economic downturn with a significant decline in
store traffic.  Dots' financial difficulties have been exacerbated
by a number of largely unsuccessful changes in product pricing and
marketing, as well as a burdensome lease portfolio.

"Our employees continue to do a tremendous job maintaining high
quality standards and they are dedicated to fully serving our
customers during this transition.  We appreciate the continued
support of our valued customers over the years and hope they take
advantage of the significant savings during these sales events,"
said David Minnix, President of Dots.

"This discount retailer is already known for its affordable
pricing and we encourage customers to visit their local stores to
find even greater discounts while the selection lasts,"
Rick Edwards, Co-President of Gordon Brothers Group's Retail
Division, stated.

Gordon Brothers Group's Retail Division will oversee the going-
out-of-business sales on behalf of Dots in all locations.  Store
locations will remain open until all merchandise has been sold.
All inventory will be on sale and discounts will begin at 20%.

                   About Gordon Brothers Group

Founded in 1903, Gordon Brothers Group --
http://www.gordonbrothers.com-- is a global advisory,
restructuring and investment firm specializing in the retail,
consumer products, industrial and real estate sectors.  Gordon
Brothers Group maximizes value for both healthy and distressed
companies by purchasing or selling all categories of assets,
appraising assets, providing debt financing, and operating
businesses for extended periods.  Gordon Brothers Group conducts
over $50 billion worth of transactions and appraisals annually.

                         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.

The U.S. Trustee for Region 3 has appointed five creditors to
serve in the Official Committee of Unsecured Creditors.  The
Committee is represented by Scott L. Hazan, Esq., and David M.
Posner, Esq., at Otterbourg.


DTD INVESTMENTS: Case Summary & 9 Unsecured Creditors
-----------------------------------------------------
Debtor: DTD Investments, LLC
        2121 Oneida Street, #402
        Joliet, IL 60435

Case No.: 14-06772

Chapter 11 Petition Date: February 27, 2014

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

Judge: Hon. Donald R Cassling

Debtor's Counsel: Chris D Rouskey, Esq.
                  ROUSKEY AND BALDACCI
                  151 Springfield Ave
                  Joliet, IL 60435
                  Tel: 815 741-2118
                  Fax: 815 741-0670
                  Email: rouskey-baldacci@sbcglobal.net

Total Assets: $8.68 million

Total Liabilities: $19.63 million

The petition was signed by Dean A. Tomich, managing member.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-6772.pdf


EDGENET INC: Former Owners Seek Appointment of Official Committee
-----------------------------------------------------------------
Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., in various filings
as the "Seller Notes" ask the U.S. Bankruptcy Court for the
District of Delaware to issue an order appointing an official
committee of Seller Noteholders, or in the alternative, an
official committee of unsecured creditors, with members appointed
from the Seller Noteholders who agree to waive any continued
security interest arising from the Seller Notes.

The Seller Noteholders are a group of 24 individuals who formerly
held equity interests in Edgenet, before it was acquired by
Liberty Partners Holdings 44 L.L.C., of their assignees.  The
Seller Notes, originally in the principal amount of $20 million,
were issued in 2004 as part of the consideration to then-owners of
Edgenet, Inc., in the transaction pursuant to which Liberty
Partners acquired Edgenet.

Representing the Seller Noteholders, Brett D. Fallon, Esq. --
bfallon@morrisjames.com -- at Morris James LLP, in Wilmington,
Delaware, there is a substantial need in the Chapter 11 cases for
an official committee to represent the interests of the Seller
Noteholders, who may or may not be secured.  Mr. Fallon adds that
to the extent that an official committee of creditors may be
formed in the case but only on the condition that its members are
unsecured creditors, two of the Movant Noteholders (Fred Marxer
and Davis Carr) and upon information and belief, one of the other
Seller Noteholders (Susan Wu) have expressed a willingness to
waive the security interest in collateral supporting their
respective claims.

As previously reported by The Troubled Company Reporter, the
Debtors sued their former owners alleging that they took back $20
million in subordinated promissory notes.  The lawsuit stems from
the 2004 reverse triangular merger under which Liberty Partners
formed Edgenet Holding Company, which acquired all of the equity
interests of Edgenet.  The Debtors asked the Court to void the
former owners' $20 million lien on the assets.  Bill Rochelle, the
bankruptcy columnist for Bloomberg News, pointed out that the
former owners are now owed $18.4 million.

A hearing on the group's motion is scheduled for March 11, 2014,
at 11:00 p.m.  Objections are due March 4.

The Seller Noteholders are also represented by Douglas N. Candeub,
Esq. -- dcandeub@morrisjames.com -- at Morris James LLP, in
Wilmington, Delaware.

                         About Edgenet Inc.

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

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

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

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

The U.S. Trustee has been unable to appoint an official unsecured
creditors committee as no sufficient interest has been generated
from creditors.


EDISON MISSION: Allied World Drops Objection to Exit Plan
---------------------------------------------------------
Allied World National Assurance Co. dropped its objection to
Edison Mission Energy's proposed plan to exit Chapter 11
protection.

U.S. Bankruptcy Judge Jacqueline Cox is set to hold a hearing on
March 11 to consider confirmation of the company's reorganization
plan.

As reported by the Troubled Company Reporter, the plan is premised
on the sale of all or substantially all of the assets of Edison
Mission and two affiliates.

Under the plan, Edison Mission will sell its assets, including its
stake in its subsidiaries, to NRG Energy Holdings Inc. for $2.635
billion, comprised of $2.285 million payable in cash and $350
million payable in common stock.

NRG Energy will also assume certain liabilities of Edison Mission
and its affiliated debtors, including the leveraged leases for
Midwest Generation, LLC's Powerton and Joliet facilities.

                      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.


ELEPHANT TALK: Crede CG No Longer Owns Shares
---------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Crede CG III, Ltd., and its affiliates
disclosed that as of Dec. 31, 2013, they no longer held shares of
common stock of Elephant Talk Communications Corp.  Crede CG, et
al., previously reported beneficial ownership of 10,630,498 shares
at June 14, 2013.  A copy of the regulatory filing is available
for free at http://is.gd/CJ4ffE

                        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.


EMPIRE GENERATING: S&P Assigns Prelim B+ Rating to Loans Due 2021
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B+' debt issue rating to power project financing
Empire Generating Co. LLC's senior secured term loans and
revolving credit facilities due in 2021 and 2019.  The debt
consists of a $430 million term loan B due 2021, a $30 million
funded letter-of-credit term loan C due 2021, and a $20 million
revolving credit facility due 2019.  A final rating is subject to
receipt and review of final transaction documentation and legal
opinions.  S&P also assigned a preliminary '2' recovery rating to
the senior secured debt, indicating between 70% and 90% recovery
based on estimated asset value and debt outstanding in S&P's
simulated default scenario.  The outlook is stable.

The preliminary 'B+' rating reflects business exposure to
potentially volatile merchant power markets and to uncertain
future New York Independent System Operator (NY ISO) capacity
market prices, but with a plant that has a favorable competitive
position. Empire's main competitive attributes are its recent
vintage,with commercial operations starting in September 2010, a
low relative heat rate, and, in the medium term, likely improved
access to lower-cost natural gas from the Marcellus Basin through
the proposed Constitution Pipeline that plans to start operating
in 2015.

The expected financial performance also supports a 'B+' rating,
with debt service coverage ratios (DSCR) of about 2.3x minimum
(based on interest and required 1% mandatory amortization) and
with a forecast debt at maturity of about $184 million in S&P's
base case, or about $290 per kilowatt (kW) factoring in the 100%
cash flow sweep.  S&P thinks Empire will likely be able to
refinance this debt on reasonable terms given the plant's relative
young age and its likely good competitive position.

"Empire has demonstrated sound operational performance
since beginning commercial operations in September 2010, with an
availability rate that is notably above the industry average,"
said Standard & Poor's credit analyst Terry Pratt.

"The stable outlook reflects our conclusion that Empire will
continue to operate well and our assumption that the Constitution
Pipeline will be built into the project's region by 2015,
resulting in lower natural gas costs for Empire than it pays
today.  The stable outlook also reflects our belief that power
prices, which largely stem from natural gas prices, and the NY ISO
capacity market prices will not drop considerably from our
assumptions in the next two to three years.  Developments that
could lead to a lower rating would be materially weaker operating
performance, which is unlikely, or a material change in market
power or capacity prices from our current assumptions.  More
specifically, if operational and market setbacks result in DSCRs
consistently going below 2x or a forecast debt per kW at maturity
well above $300, we would likely lower the rating.  If power and
capacity market prices exceed our expectations and would likely
result in a forecast debt per kW at maturity below about $200, we
would likely raise the rating," S&P said.


ENDICOTT INTERCONNECT: Says Court Must Disallow Maines Claim
------------------------------------------------------------
Endicott Interconnect Technologies, Inc., filed an objection to
allowance of Claim No. 68 filed by William Maines and David Maines
and sought an order disallowing and expunging the claim.

On Sept. 6, 2013, Messrs. Maines filed Proof of Claim No. 68 in
the Debtor's case asserting a secured claim in the amount of
$5,009,895.83, plus legal fees, costs and disbursements.  As
reported by the Troubled Company Reporter on Jan. 31, 2014, the
Debtor and its debtor-affiliates obtained a final order from the
Bankruptcy Court to use the cash collateral of prepetition secured
lenders, M&T Bank, and Messrs. Maines.

The Debtor claims in its Feb. 4, 2014 court filing that it is no
longer indebted to Messrs. Maines.  The Debtor has reviewed the
Maines Claim, the materials submitted in support thereof and the
Debtor's schedules and books and records.  Pursuant to the terms
of the asset purchase agreement dated Sept. 19, 2013, and the
court order dated Oct. 3, 2013, approving the sale of
substantially all of the Debtor's assets to Integrian Holdings,
LLC, Integrian assumed the liability asserted in the Maines Claim
in its entirety.

                   About Endicott Interconnect

Endicott Interconnect Technologies, Inc., and its affiliates filed
a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-bk-61156) in
Utica, New York, on July 10, 2013, to sell the business before
cash runs out by the end of September.  David W. Van Rossum is the
Debtors' sole officer.  Bond, Schoeneck & King, PLLC, is counsel
to the Debtor.

Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp.  The
products are used in aerospace, defense and medication
applications, among others.

The Company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.
In addition to $16 million in secured claims, trade suppliers are
owed $34 million.  There is another $32 million owing for loans
made by shareholders.  The Company said the book value of property
is $36 million.

An official committee of unsecured creditors has been appointed in
the case with Avnet Electronics Marketing, Arrow Electronics,
Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc.,
Orbotech, Inc., Tyco Electronics, and High Performance Copper
Foil, Inc. as members.  The committee is represented by Arent Fox
LLP.

The official creditors' committee said there could be
$20.8 million in claims to bring against insiders.  In August, the
judge authorized the committee to conduct an investigation of the
insiders.


ENDICOTT INTERCONNECT: Wants NBT Letters of Credit Terminated
-------------------------------------------------------------
Endicott Interconnect Technologies, Inc., requests for termination
of letters of credit with NBT Bank, N.A., and Manufacturers &
Traders Trust Company and return of funds posted to secure letters
of credit to the Debtor's estate.

The Debtor posted letters of credit with NBT and Manufacturers &
Traders in the amounts of $158,706 and $116,294, respectively, to
secure the payment of amounts due to Indemnity Company & Its
Property Casualty Affiliates in connection with insurance
policies.  Travelers Indemnity filed on Dec. 23, 2013, Proof of
Claim No. 275 in the Debtor's case asserting a general unsecured
claim in an unknown amount for claims that have been, or may be,
asserted by the Debtor under workers' compensation, auto liability
and general liability insurance policies provided by Travelers
during the period of Nov. 1, 2002, through Nov. 1, 2006.  The
Debtor filed an objection to allowance of Travelers Indemnity's
claim.

The Debtor says in its Feb. 4, 2014 court filing that upon
information and belief, no claims are currently pending under the
Insurance Policies, and that the Letters of Credit are no longer
required.

                   About Endicott Interconnect

Endicott Interconnect Technologies, Inc., and its affiliates filed
a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-bk-61156) in
Utica, New York, on July 10, 2013, to sell the business before
cash runs out by the end of September.  David W. Van Rossum is the
Debtors' sole officer.  Bond, Schoeneck & King, PLLC, is counsel
to the Debtor.

Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp.  The
products are used in aerospace, defense and medication
applications, among others.

The Company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.
In addition to $16 million in secured claims, trade suppliers are
owed $34 million.  There is another $32 million owing for loans
made by shareholders.  The Company said the book value of property
is $36 million.

An official committee of unsecured creditors has been appointed in
the case with Avnet Electronics Marketing, Arrow Electronics,
Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc.,
Orbotech, Inc., Tyco Electronics, and High Performance Copper
Foil, Inc. as members.  The committee is represented by Arent Fox
LLP.

The official creditors' committee said there could be
$20.8 million in claims to bring against insiders.  In August, the
judge authorized the committee to conduct an investigation of the
insiders.


FREE LANCE-STAR: 3 Members Appointed to Creditors' Committee
------------------------------------------------------------
Judge A. Robbins, U.S. Trustee for Region 4, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of The Free Lance-Star Publishing Co. of
Fredericksburg, VA.

The members are:

   (1) Flint Group North America
       Attn: Judith Cook
       14909 N. Beck Rd.
       Plymouth, MI 48170
       Phone: 734-781-4600
       Fax: 734-781-4206
       Email: Judith.cook@flintgrp.com

   (2) White Birch Paper Company
       Attn: Tim Butler
       80 Field Point Rd
       Greenwich, CT 06851
       Phone: 203-661-3344
       Fax: 203-661-3349
       Email: timbutler@whitebirchpaper.com

   (3) Pension Benefit Guaranty Corp.
       Attn: Christine Tchoi
       Corporate Finance & Restructuring Department
       1200 K St., NW
       Washington, DC 20005
       Phone: 202-236-4000 ext 3269
       Fax: 202-842-2643
       Email: tchoi.christine@pbgc.gov

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, White Birch knows its way around bankruptcy.  The second-
largest newsprint maker in North America, White Birch and its U.S.
units filed for reorganization simultaneously in the U.S. and
Canada in February 2010, Mr. Rochelle said.

               About The Free Lance-Star Publishing

The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a
publishing, newspaper, radio and communications company based in
Fredericksburg, Virginia and owned by the family of Josiah P. Rowe
III.  FLS's single, seven-day a week newspaper, The Free Lance-
Star was first published in 1885 when a group of local
Fredericksburg merchants and businessmen created the paper to
serve the news and advertising needs of the community.  FLS also
owns radio stations WFLS-AM, FLS-FM, and WVBX.  FLS owns the
community and news portal http://www.fredericksburg.com/

FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case
No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014.  William
Douglas Properties, L.L.C., a related entity that owns a portion
of the land pursuant to which FLS operates certain aspects of its
business, also sought bankruptcy protection.

Judge Keith L. Phillips was initially assigned to the cases, but
the cases were reassigned to Judge Kevin R. Huennekens on the
Petition Date.

The Debtors have tapped Tavenner & Beran, PLC, as counsel; and
Protiviti, Inc., as financial advisor.


GELT PROPERTIES: Wins Final Approval to Obtain Loan from GFI
------------------------------------------------------------
Gelt Properties, LLC received final approval from U.S. Bankruptcy
Judge Magdeline Coleman to borrow $700,000 from Golf Finance Inc.

Gelt Properties will use the loan to fulfill its obligations under
a settlement agreement with Beneficial Savings Bank, and its
proposed plan to exit bankruptcy protection.  The loan will also
be used for the company's general operating, working capital and
other business purposes.

Golf Finance will be granted a "superpriority administrative
expense claim status" as well as security interests in Gelt
Properties' assets referred to as the "Beneficial Savings Bank
Portfolio."

                     About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and
11-15826) on July 25, 2011.  Judge Magdeline D. Coleman presides
over the cases.

William John Baldini, Esq., Albert A. Ciardi, III, Esq., Jennifer
E. Cranston, Esq., Daniel S. Siedman, Esq., and Jennifer C.
McEntee at Ciardi Ciardi & Astin, in Philadelphia, Pa.; Thomas
Daniel Bielli, Esq., at O'Kelly Ernst & Bielli, LLC, in
Philadelphia, Pa.; Janet L. Gold, Esq., at Eisenberg, Gold &
Cettei, P.C., in Cherry Hill, N.J.; David A. Huber, Esq., at
Benjamin Legal Services, in Philadelphia, Pa.; Alan L. Nochumson,
Esq., at Nochumson PC, in Philadelphia, Pa.; Axel A. Shield, II,
Esq., of Huntington Valley, Pa., serve as counsel for Debtor Gelt
Properties, LLC.

Ciardi Ciardi & Astin also represents Debtor Gelt Financial
Corporation as counsel.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

According to the Third Amended Disclosure Statement filed by the
Debtors on Oct. 22, 2013, the Plan contemplates that all assets of
the Debtors will be sold and liquidated, rented or leased,
developed and maintained, in the ordinary course of the Debtors'
business.  The Debtors note that the Plan envisions the
utilization of management talents, commitment and an existing
infrastructure to restructure existing debt, liquidate
unprofitable properties and meaningfully shift focus to its
growing REO portfolio.

Paul J. Schoff, Esq., and Francis X. Gorman, Esq., at Schoff
McCabe, P.C., represent the Unsecured Creditors' Committee.
Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GETTY IMAGES: Bank Debt Trades at 5% Off
----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 94.83 cents-on-
the-dollar during the week ended Friday, February 28, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.91 percentage points from the previous week, The Journal
relates.  Getty Images Inc. pays 350 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Oct. 14,
2019, and carries Moody's B2 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

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



GIANNI VERSACE: Blackstone Invests in Fashion House
---------------------------------------------------
Jonathan Braude, writing for The Deal, reported that sober-suited
private equity firm Blackstone Group LP has reached an agreement
with flamboyant fashion house Gianni Versace SpA and its holding
company GIVI Holding SpA to invest in a minority stake which
values the whole company at EUR1 billion ($1.36 billion).

According to the report, the New York firm has agreed to inject
EUR150 million of new capital in Versace and will acquire a
further EUR60 million of stock from GIVI Holding in exchange for a
20% stake.

The Versace family will retain control of the business, with
Donatella Versace continuing as group creative director, the
report related.

"We have gained a strong and unique positioning in luxury
fashion," she said in a statement. Blackstone's investment "will
enable us to achieve Versace's potential," she added, the report
cited.

Versace said the extra capital will permit it to invest in its
retail store network, both in its existing markets and in new,
emerging markets, the report added.  Versace will also be able to
develop its portfolio of brands, in particular Versus Versace, as
well as focusing on accessories and other products, and improving
its e-commerce business.


GREAT LAKES: Sale of Demolition Biz No Impact on Moody's B3 CFR
---------------------------------------------------------------
Moody's Investors Service said that Great Lakes Dredge & Dock
Corporation's recent announcement that it approved a plan to sell
its demolition business is a credit positive event. However, Great
Lakes' ratings including its B3 Corporate Family Rating ("CFR"),
SGL-3 Speculative Grade Liquidity Rating and stable rating outlook
are unaffected.

Great Lakes Dredge & Dock Corporation, founded in 1890 and
headquartered in Oak Brook, Illinois is the largest provider of
dredging services in the United States. Revenues for the year
ended December 31, 2013 approximated $731 million.



GRUPO UNITED: Panama Canal, Consortium Reach Deal to Complete Work
------------------------------------------------------------------
Dan Molinkski, writing for The Wall Street Journal, reported that
Panama and a consortium of European builders agreed to end a two-
month-long dispute over $1.6 billion in cost overruns for a
project to widen the Panama Canal, raising hopes the work can be
completed in about two years.

According to the report, the preliminary deal calls for
independent arbitrators to rule on who should carry the extra
costs. Both parties also agreed to provide for more than $1
billion in funds needed to complete the expansion project, which
the shipping industry views as a boon to global trade.

The work on the 100-year-old waterway, which connects the Atlantic
and Pacific oceans, began in 2007 with the overall cost pegged at
$5.2 billion, the report related.  The purpose is to widen and
deepen the canal, given that many of today's vessels, including
oil tankers and many container ships, are too big to fit through
the canal's narrowest, 110-foot-wide stretches.

Jorge Quijano, head of the Panama Canal Authority, a government
agency that operates the 50-mile waterway, said the project won't
be finished until early 2016, the report further related.  The
previous target was late 2015.

With the project's completion, Panama stands to greatly increase
its more than $1 billion in annual revenue from toll fees, the
report said.  The U.S., which built the canal in 1914 and is the
passageway's biggest customer, also is expected to benefit, as a
wider canal could allow it to start exporting liquefied natural
gas, or LNG, to Asia from ports in the eastern U.S.


HARDEN SHIPPING: FirstMerit Holds Foreclosure Sale on March 12
--------------------------------------------------------------
Assets of HM Holding Company, HM Operating Incorporated, Harden
Shipping, Inc., and Harden Transport, Inc., will be sold to the
highest and best bidder at a public sale on March 12, 2014 at
11:00 a.m. (Central Time).

FirstMerit Bank, N.A., the companies' secured creditor, is
initiating foreclosure.  The auction will be held at the office of
FirstMerit Bank's counsel located at Najjar Denaburg, P.C., 2125
Morris Avenue, Birmingham, Alabama 35203, Attn.: Richard W.
Theibert, Esq.

Assets to be sold include all of the personal property collateral
pledged to the Secured Creditor, including, without limitation,
inventory, equipment, accounts receivable, and general
intangibles.

The Borrowers are generally in the business of manufacturing
furniture and transporting furniture at their principal place of
business located at 7155 State Highway 13, Haleyville, Alabama
35565.  The public sale will be held on an "as is, where is"
basis, without any representations and warranties, express or
implied.

The Secured Creditor intends to offer the personal property assets
as a single lot to the highest and best bidder at auction, but
reserves the right to sell the assets in lots.  The Secured
Creditor reserves the right to establish bidding procedures and to
have potential bidders demonstrate their ability to perform and
close to the reasonable satisfaction of the Secured Creditor.

Any prospective bidder must enter into a confidentiality agreement
in order to be eligible to receive any due diligence materials or
to participate and bid at the public sale.  The bank reserves the
right to credit bid or to increase any credit bid price at the
auction.  The bank also reserves the right to adjourn, continue,
or cancel the auction.

Bidders will be required to submit written bids in advance of the
auction and qualified bidders shall participate at the auction in
person.  Any party interested in further information regarding the
public sale should contact counsel for the Secured Creditor:

     Scott N. Opincar, Esq.
     MCDONALD HOPKINS LLC
     600 Superior Avenue, East, Suite 2100
     Cleveland, Ohio 44114
     Tel: 216-348-5753
     E-mail: sopincar@mcdonaldhopkins.com


IDERA PHARMACEUTICALS: Broadfin Stake at 5.6% as of Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Broadfin Capital, LLC, and its affiliates
disclosed that as of Dec. 31, 2013, they beneficially owned
3,550,000 shares of common stock of Idera Pharmaceuticals, Inc.,
representing 5.6 percent of the shares outstanding.  Broadfin
Capital previously reported beneficial ownership of 4,525,000
shares at Sept. 25, 2013.   A copy of the regulatory filing is
available for free at http://is.gd/Ed96SA

                     About Idera Pharmaceuticals

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

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

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

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


IDERA PHARMACEUTICALS: HealthCor Mgt. Stake at 1.5% as of Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, HealthCor Management, L.P., and its
affiliates disclosed that as of Dec. 31, 2013, they beneficially
owned 1,030,000 shares of common stock of Idera Pharmaceuticals,
Inc., representing 1.55 percent of the shares outstanding.
HealthCor Management previously reported beneficial ownership of
3,270,000 shares at Sept. 25, 2013.  A copy of the regulatory
filing is available for free at http://is.gd/ftRYkb

                    About Idera Pharmaceuticals

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

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

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

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


INDEPENDENCE TAX II: Delays Form 10-Q for Dec. 31 Quarter
---------------------------------------------------------
Independence Tax Credit Plus L.P. II,  filed with the U.S.
Securities and Exchange Commission a Notification of Late Filing
on Form 12b-25 with respect to its quarterly report on Form 10-Q
for the quarter ended Dec. 31, 2013.


Significant changes in the senior management of Independence Tax
Credit have occurred since the Partnership's last quarterly report
on Form 10-Q.  On Nov. 14, 2013, Robert A. Pace resigned as a
chief financial officer and principal accounting officer and was
subsequently replaced by Mark B. Hattier.  Also, on Nov. 14, 2013,
Robert L. Levy resigned as president and chief executive officer
and was subsequently replaced by Alan T. Fair.

While the Partnership's new officers have been working diligently
to familiarize themselves with the Partnership's operations and to
accomplish a timely filing of its Quarterly Report on Form 10-Q
for the period ended Dec. 31, 2013, they require additional time
to finalize the report within the spirit as well as the letter of
the Commission's rules.  Accordingly, the Partnership's
preparation of that Form 10-Q could not be accomplished in order
to permit a timely filing without undue hardship and expense.  The
Company fully expects to be able to file that Form 10-Q no later
than five calendar days after its original prescribed due date.

            About Independence Tax Credit Plus L.P. II

Based in New York, Independence Tax Credit Plus L.P. II was
organized on Feb. 11, 1992, and commenced its public offering on
Jan. 19, 1993.  The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership.  The
general partner of Related Independence Associates L.P. is Related
Independence Associates Inc., a Delaware Corporation.  The
ultimate parent of Related Independence Associates L.P. is
Centerline Holding Company.

The Partnership's business is primarily to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is in the process of developing a plan to dispose
of all of its investments.

The Company's balance sheet at Sept. 30, 2013, showed $2.81
million in total assets, $16.19 million in total liabilities and a
$13.38 million total partners' deficit.

"At September 30, 2013, the Partnership's liabilities exceeded
assets by $13,380,722 and for the six months ended September 30,
2013, the Partnership had net loss of ($240,443).  These factors
raise substantial doubt about the Partnership's ability to
continue as a going concern," the Company said in its quarterly
report for the period ended Sept. 30, 2013.


INFUSYSTEM HOLDINGS: Greenwood Inv. Stake at 9.7% as of Feb. 16
---------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Greenwood Investments, Inc., and its
affiliates disclosed that as of Dec. 31, 2013, they beneficially
owned 2,145,348 shares of common stock of Infusystem Holdings,
Inc., representing 9.7 percent of the shares outstanding.
Greenwood Investments, et al., previously held 2,164,223 shares at
Dec. 31, 2012.  A copy of the regulatory filing is available for
free at http://is.gd/ooPZ8G

                      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.


INTERBEVERAGE LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Interbeverage, LLC
        3100 NW 74 Ave
        Miami, FL 33162

Case No.: 14-14659

Chapter 11 Petition Date: February 27, 2014

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

Judge: Hon. Robert A Mark

Debtor's Counsel: Stephen C Breuer, Esq.
                  1776 N Pine Island Rd # 222
                  Plantation, FL 33322
                  Tel: 954-634-4733
                  Email: stephen@mbpa-law.com

                     - and -

                  Sandy P Jones, Esq.
                  1776 N Pine Island Rd # 222
                  Plantation, FL 33322
                  Tel: 954-634-4733
                  Email: sandy@mbpa-law.com

                     - and -

                  John A. Moffa, Esq.
                  MOFFA & BONACQUISTI, P.A.
                  1776 N Pine Island Rd #102
                  Plantation, FL 33322
                  Tel: 954.634.4733
                  Fax: 954-337-0637
                  Email: john@mbpa-law.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Juan Carlos Vaamonde, member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb14-14659.pdf


INTERLINE BRANDS: Moody's Affirms B3 CFR & Rates Secured Debt B2
----------------------------------------------------------------
Moody's Investors Service affirmed Interline Brands, Inc.'s B3
Corporate Family Rating, its B3-PD Probability of Default Rating,
and the speculative grade liquidity rating at SGL-3. In a related
rating action, Moody's assigned a B2 rating to the company's
proposed senior secured term loan. Proceeds from the term loan
will be used to redeem the $300 million senior notes due 2018 and
to pay the related call premium, at which time Moody's will
withdraw the ratings assigned to these notes. Remaining proceeds
will be used to reduce borrowings under the company's revolving
credit facility and to pay related fees and expenses. The rating
outlook is stable.

The following ratings/assessments were affected by this action:

Corporate Family Rating affirmed at B3;

Probability of Default Rating affirmed at B3-PD;

Senior Secured Term Loan due 2018 assigned B2 (LGD3, 42%); and,

Senior Unsecured PIK Notes due 2018 affirmed Caa2 (LGD5, 86% from
LGD5, 85%).

Speculative grade liquidity rating affirmed SGL-3.

Ratings Rationale

Interline's B3 Corporate Family Rating reflects its leveraged
capital structure. Following the issuance of the proposed term
loans and reduction in revolver borrowings, debt-to-EBITDA will
increase modestly to about 6.6x from 6.5x on a pro forma basis at
FYE13, which is very weak relative to the current ratings.
However, interest coverage, defined as (EBITDA-CAPEX)-to-interest
expense, will improve to about 1.6x from 1.5x on a pro forma basis
for the 12 months through December 27, 2013. Cash interest savings
are nearly $8 million per year. Interline will not begin to reap
the benefits of these lower cash interest payments for another
three years, since it will pay about $17 million in cash for call
premiums associated with the Notes due 2018, as well as related
fees and expenses.

Conversely, the B3 rating is supported by the relatively stable
demand for Interline's products and a broad, national distribution
network, as well as a diverse customer and supplier base. Nearly
62% of total revenues are derived from sales of
janitorial/sanitation and plumbing products that benefit from
relatively non-cyclical demand, particularly from large multi-
family housing properties and institutional facilities,
contributing to top-line stability. Further Interline has the
capacity to generate cash flow over the year. The net impact from
the uses of the proposed term loan improves slightly the company's
retained cash flow-to-debt to 6.4% from 5.8% on a pro forma basis
for FY13 (all ratios incorporate Moody's standard adjustments).
Revolver availability and no near-term maturities beyond term loan
amortization provide financial flexibility to contend with growth
opportunities and some offset to the company's overall fragile
debt credit metrics.

The B2 rating assigned to Interline Brands Inc. (NJ)'s $350 mil.
senior secured term loan due 2018 is one notch above the corporate
family rating due to the collateral being assigned to this debt
instrument. The term loan will have a first lien on substantially
all of Interline's long-term assets, and a second lien on the
assets securing the revolving credit facility. Interline Brands
Inc., Interline Brands Inc. (NJ)'s parent holding company, and its
wholly-owned domestic subsidiaries provide guarantees. The term
loan amortizes 1% per year with a bullet payment at maturity,
which Moody's currently consider to be in 2018. However, once the
PIK Notes due 2018 are paid off, the term loan's maturity would be
extended to 2021. The term loan benefits from the priority of
payment relative to the PIK Notes due 2018.

An upgrade of Interline's ratings is unlikely at this time as the
company remains highly leveraged for the current rating. The
company must demonstrate the ability to extract greater value from
its recent acquisitions through improved organic growth rates.
Positive rating actions may be taken if the company is able to
achieve and maintain (EBITDA-Capex)-to-interest expense above 2.0
times and debt-to-EBITDA sustained below 4.5 times (all ratios
incorporate Moody's standard adjustments).

Interline's ratings or outlook could come under pressure if the
company's liquidity profile deteriorates further or if operating
performance weakens such that EBITA margin remains in the mid-
single digits. Also, the rating or outlook could be revised
downward if Interline continues to pursue large, debt-financed
acquisitions. (EBITDA-Capex)-to-interest expense sustained below
1.5 times or debt-to-EBITDA sustained above 6.0 times could result
in rating pressures (all ratios incorporate Moody's standard
accounting adjustments).

Interline Brands, Inc. ("Interline"), headquartered in
Jacksonville, FL, is a national distributor and direct marketer of
broad-line maintenance, repair and operations ("MRO") products.
Janitorial/sanitation products represent the Company's largest
product category followed by plumbing, HVAC, hardware, tools &
fixtures, electrical & lighting, security & safety and appliances
& tools. Goldman, Sachs & Co., through its affiliates, is the
majority owner of Interline, followed by P2 Capital Partners
through its respective affiliates. Revenues for the 12 months
through December 27, 2013 totaled approximately $1.6 billion.

The principal methodology used in this rating was the Global
Distribution & Supply Chain Services published in November 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.


ISB PROPERTIES: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: I.S.B. Properties, LLC
        11193 Orchard Drive
        Cheyenne, WY 82009

Case No.: 14-20116

Chapter 11 Petition Date: February 27, 2014

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Hon. Peter J. McNiff

Debtor's Counsel: Ken McCartney, Esq.
                  THE LAW OFFICES OF KEN MCCARTNEY, P.C.
                  P.O. Box 1364
                  Cheyenne, WY 82003
                  Tel: 307-635-0555
                  Fax: 307-635-0585
                  Email: bnkrpcyrep@aol.com

Total Assets: $2.98 million

Total Liabilities: $1.93 million

The petition was signed by George B. Marlin, manager.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wyb14-20116.pdf


ISC8 INC: Delays Form 10-Q for Dec. 31 Quarter
----------------------------------------------
ISC8 Inc. said its quarterly report on Form 10-Q for the quarterly
period ended Dec. 31, 2013, cannot be filed within the prescribed
time period because the Company requires additional time for
compilation and review to insure adequate disclosure of certain
information required to be included in the Quarterly Report on
Form 10-Q, including the XBRL (eXtensible Business Reporting
Language) Interactive Data Files for the financial statements and
notes included in Part I, Item 1 of the Quarterly Report.  The
Quarterly Report will be filed on or before the 5th calendar day
following the prescribed due date.

                          About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.

The Company reported a net loss of $28.02 million on $501,000 of
revenues in fiscal year ended Sept. 30, 2013, compared with a net
loss of $19.7 million in fiscal year ended Sept 30, 2012.

The Company's balance sheet at Sept. 30, 2013 showed $4.96 million
in total assets, $60.52 million in total liabilities, and
stockholders' deficit of $55.55 million.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in their audit
report on the consolidated financial statements for the year ended
Sept. 30, 2013, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has negative working capital of $29.7 million and a stockholders'
deficit of $55.5 million.


JAMES F. WALDRON: West Pike Property to Be Sold March 4
-------------------------------------------------------
The Chapter 7 Trustee for James F. Waldron, Jr. (Bankr. W.D. Pa.
Case No. 13-21158), on Jan. 27, 2014, filed a Complaint to Sell
Real Property Free and Divested of Liens regarding the property at
2136 West Pike Street, Houston, PA 15342 (Washington County Tax
Parcel No. 170-016-07-03-0025-00) to Cross County Management, LLC
or its assigns, 9527 Star Moon Lane, Laurel, MD 20723, for
$145,000.

Due to the results of inspections on the property, Cross County
Management LLC has reduced its offer to $139,000.

An Order has been issued setting deadlines for objections to the
sale of the property and for the date of the hearing on the sale.

A hearing is scheduled for March 4, 2014 at 1:30 p.m., before
Judge Carlota M. Bohm in Courtroom B, 54th Floor, U.S. Steel
Tower, 600 Grant Street, Pittsburgh, Pennsylvania 15219, at which
time higher/better offers will be considered and objections to the
sale will be heard.

Potential bidders must provide $1,000 as hand money in certified
funds before placing a bid.

Arrangements for inspection prior to the sale hearing may be made
with:

     Jeffrey J. Sikirica
     Chapter 7 Trustee
     121 Northbrook Drive
     Pine Township
     Gibsonia, PA 15044
     Tel: (724) 625-2566
     Fax: (724) 625-4611
     E-mail: TrusteeSikirica@consolidated.net


JAMES RIVER: GLG Partners Stake at 6.7% as of Feb. 16
-----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, GLG Partners LP and GLG Partners Limited
disclosed that as of Dec. 31, 2013, they beneficially owned
2,572,200 shares of common stock issuable upon conversion of
$12,861,000 in principal amount of 10 percent Convertible Senior
Notes due 2018 of James River Coal Company.  That amount
represents 6.7 percent of outstanding common shares.  A copy of
the regulatory filing is available for free at http://is.gd/iY0VrK

                         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.


JASPER MERGER: S&P Cuts CCR to 'B-' & $470MM Loan Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based footwear and jeanswear company
Jasper Merger Sub Inc. to 'B-' from 'B'.  S&P also lowered its
rating on the proposed $470 million secured term loan due 2019 to
'B+' from 'BB-'; the recovery rating of '1', indicating S&P's
expectation for very high (90% to 100%) recovery for secured debt
holders in the event of a payment default, is unchanged.  The
outlook is stable.

At the same time, S&P assigned the company's proposed $250 million
unsecured term loan due 2019 its 'B-' issue-level rating, with a
recovery rating of '4', indicating its expectation for average
(30% to 50%) recovery for unsecured debt holders in the event of a
payment default.

Jasper Merger Sub Inc. will be renamed Nine West Holdings Inc.
upon completion of the acquisition.  S&P anticipates that the
company will assume The Jones Group's existing$400 million 6.875%
unsecured notes due 2019 and the $250 million 6.125% unsecured
notes due 2034, which will be structurally subordinate to the
proposed unsecured term loan.  As such, upon completion of the
transaction S&P will assign this debt its 'CCC' unsecured debt
rating and '6' recovery rating, indicating its expectation for
negligible (0% to 10%) recovery in the event of a payment default.

"We are lowering our ratings on Jasper Merger Sub Inc. to reflect
the revised capital structure that increases total debt and
reduces the equity contribution by Sycamore Partners in
conjunction with its pending acquisition of the company.
Following Sycamore's $2.2 billion acquisition of The Jones Group
and concurrent carve-out of Jones Apparel, Stuart Weitzman, and
Kurt Geiger, the surviving entity will comprise the remaining
footwear and jeanswear businesses," said credit analyst Linda
Phelps.  "We expect the transaction to close during second-quarter
2014."

S&P's rating outlook is stable.  S&P expects profitability to
improve as the company rationalizes unprofitable, noncore business
lines.  Also, S&P estimates leverage will decline to the 7x area
over the next year as a result of EBITDA growth and modest debt
reduction.

Upside scenario

S&P would consider a one-notch upgrade if it believes leverage is
sustainable below the mid-6x area, possibly as a result of
improved profitability from revenue growth, given more robust
consumer discretionary spending together with some cost reduction,
or debt reduction.  For this to occur, EBITDA would need to
increase over 15% from current levels, assuming stable debt
levels, or the company would have to adopt a less aggressive
financial policy and reduce current debt levels by roughly
$250 million, assuming stable EBITDA levels.

Downside scenario

S&P could lower its ratings if liquidity becomes constrained,
possibly as a result of weaker-than-anticipated operating
performance from a highly promotional retail environment, or if
the financial sponsor pursues a leveraged dividend earlier than
S&P anticipates.


JONES & SONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Jones and Sons Chassis, Inc.
        PO Box 3108
        Union Gap, WA 98903

Case No.: 14-00655

Chapter 11 Petition Date: February 27, 2014

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Hon. Frank L Kurtz

Debtor's Counsel: Metiner G Kimel, Esq.
                  KIMEL LAW OFFICES
                  1115 W. Lincoln Avenue, Suite 105
                  Yakima, WA 98902
                  Tel: 509-452-1115
                  Fax: 509-452-1116
                  Email: mkimel@mkimellaw.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gary Jones, president.

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


JORGE GONZALEZ PA: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: F. Jorge Gonzalez, M.D. P.A.
        2902 North Orange Avenue Ste L
        Orlando, FL 32804-4655

Case No.: 14-02228

Chapter 11 Petition Date: February 28, 2014

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

Debtor's Counsel: Wendy Anderson, Esq.
                  WENDY ANDERSON PA
                  1353 Palmetto Avenue, Suite 200
                  Winter Park, FL 32789
                  Tel: (407) 628-9081
                  Fax: (407) 628-9085
                  Email: wra@wendyandersonpa.com

Total Assets: $459,499

Total Liabilities: $1.74 million

The petition was signed by Florencio Jorge Gonzalez, M.D.,
president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-2228.pdf


KIDSPEACE CORP: Taps Dilworth Paxson to Handle Bond Refinancing
---------------------------------------------------------------
Kidspeace Corporation, et al., ask the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania for permission to employ
Dilworth Paxson LLP as bond counsel in connection with the
refinancing and restructuring of the Lehigh County General Purpose
Authority Revenue Bonds (KisPeace Obligated Group) Series 1998 and
1999.

According to Kidspeace, the purpose of the Chapter 11 cases was to
enable the Debtors to restructure their top level debt with the
bondholders, who held claims of $56,206,821, and to effectuate a
restructuring of debt in the alleged approximate amount of
$100,000,000 asserted by the Pension Benefit Guaranty Corporation
as a result of, inter alia, the prepetition termination of the
Debtors' pension plan.

Kidspeace said Dilworth Paxson will:

   a. examine applicable laws;

   b. conduct due diligence;

   c. prepare necessary resolutions and other documents securing
      the bonds;

   d. review certified proceedings; and

   e. provide other related services as may be requested by the
      Debtors and as agreed to by Dilworth.

Marc A. Feller, a partner of Dilworth Paxson, told the Court that
the Debtors' estates will pay the firm up to $175,000 (inclusive
of costs) for its services.  The fee is based upon an estimated
closing of May 1, 2004.  If the closing occur after May 1, 2014,
Dilworth Paxson has the right to seek a fee adjustment with the
Debtors.

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrcik Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.

The bankruptcy court will convene a hearing on April 3, 2014, at
11:00 a.m., to consider confirmation of the Debtors' First
Modified Joint Plan of Reorganization.


KIDSPEACE CORP: Patient Care Ombudsman Stays
--------------------------------------------
The Hon. Richard E. Fehling of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania signed off on a stipulation and
order resolving Kidspeace Corporation, et al.'s motion to
terminate the appointment of Eric Huebscher and Huebscher & Co. as
patient care ombudsman.

The Debtor noted that on June 20, 2013, the U.S. Trustee appointed
the PCO.  On Aug. 2, the Debtors filed the motion to terminate the
appointment of a PCO or alternatively, limit the scope of work of
the PCO, and cap its fees and expenses.

In this relation, the Debtors, the U.S. Trustee and PCO stipulate
that, among other things:

   1. the Debtors will provide the PCO with information for its
      Pennsylvania residential treatment and psychiatric hospital
      programs;

   2. the Debtors will continue to post notices of the PCO hotline
      and address at their facilities;

   3. the PCO will report any complaints which he received to the
      Debtors' management to discuss resolution before including
      the same in any PCO report or a request for Court action;
      and

   4. the order will restrict the ability of the PCO to contact
      or receive information from regulatory authorities in
      Pennsylvania, Georgia and Maine.

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrcik Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.

The bankruptcy court will convene a hearing on April 3, 2014, at
11:00 a.m., to consider confirmation of the Debtors' First
Modified Joint Plan of Reorganization.


KMS FITNESS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: KMS Fitness, LLC t/a Gold's Gym
        4 Ocean Avenue
        Long Branch, NJ 07740

Case No.: 14-13489

Chapter 11 Petition Date: February 27, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: Barry W. Frost, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: 609-890-1500
                  Email: bfrost@teichgroh.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark Steinfield, authorized individual.

The Debtor listed Sun National Bank as its largest unsecured
creditor holding a claim of $2.90 million.


KNOWLEDGE UNIVERSE: S&P Puts 'CCC' Rating on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'CCC' rating
on Portland, Ore.-based Knowledge Universe Education LLC (KUE) on
CreditWatch with positive implications.

At the same time, S&P assigned KUE's $340 million credit facility
its preliminary 'B' issue-level rating, with a preliminary
recovery rating of '3', indicating its expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default.  The facility consists of a $270 million term loan due
2021 and a $70 million revolving credit facility due 2019.

The company will use the proceeds to refinance its existing 7.75%
$260 million subordinated notes due February 2015 and $60 million
revolving credit facility due December 2015.  The transaction will
extend debt maturities and reduce interest expense.

"The CreditWatch listing reflects our expectation that KUE will
eliminate near-term maturities and will be able to maintain
adequate liquidity following completion of the refinancing as
proposed," said Standard & Poor's credit analyst Hal Diamond.

In July 2013, the company withdrew a similar refinancing
transaction, citing market conditions.  S&P also expects that
improving operating performance and lower pro forma interest
expense will result in consistently positive discretionary cash
flow.

S&P now regards KUE's business risk profile as "weak", compared
with its previous assessment of "vulnerable", following the
company's progress in restoring the percentage of accredited
centers to almost 50%, which had slipped to 30% under the prior
management.  S&P expects that management's focus on accreditation
will help enhance center performance due to higher student
retention and lower teacher turnover.  However, S&P still regards
the company's business risk profile as "weak", reflecting the
sensitivity of capacity utilization rates to unemployment levels,
its lower EBITDA margin relative to peers as a result of lower
capacity utilization, and a large number of money-losing centers.
Also, slightly less than 25% of revenues are derived from state
and federal subsidized programs, which are sensitive to budget
constraints.

The CreditWatch listing reflects S&P's expectation that it will
likely raise the corporate credit rating to 'B' following the
completion of the refinancing.  An upgrade to 'B' would also be
based on S&P's expectation that the company will maintain adequate
liquidity, despite capital spending requirements and cyclical
operating performance.  If the refinancing is not completed, which
S&P do not currently expect, it would likely affirm its current
'CCC' corporate credit rating, unless the company actively pursues
an alternative strategy to extend debt maturities.


KRONOS INC: S&P Lowers Corp. Credit Rating to B- on High Leverage
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Chelmsford, Mass.-based Kronos Inc. to 'B-' from
'B'.  The outlook is stable.

At the same time, S&P lowered the issue-level rating on the
company's $1.708 billion first-lien term loan (including the
$315 million add-on) to 'B-' from 'B', with a recovery rating of
'3', indicating S&P's expectation for meaningful (50%-70%)
recovery for lenders in the event of a payment default.  In
addition, S&P lowered the issue-level rating on the $1.039 billion
(including the $175 million add-on) second-lien term loan to 'CCC'
with a recovery rating of '6', indicating S&P's expectation of
negligible (0%-10%) recovery in the event of a payment default.

"The rating downgrade reflects Kronos's increasingly aggressive
financial policy, with a re-leveraging to a pro forma 8.9x with
its fourth debt-financed dividend in three years," said Standard &
Poor's credit analyst Jacob Schlanger.

The stable outlook reflects the currently high leverage and S&P's
expectation that leverage will decline modestly over the next
year, assuming that the company's strong operating performance
continues, without further debt-financed dividend payments.

The rating on Kronos Inc. reflects the company's fair business
risk profile assessment, which incorporates its leading market
position but relatively narrow focus on workforce management, a
global $3.5 billion segment that is part of the broader human
capital management sector and where it competes with larger and
better capitalized companies, and its highly leveraged financial
risk profile.  The 'b' (anchor) initial analytical outcome is
lowered one notch by our comparable ratings analysis reflecting
the unpredictability and uncertainty associated with the financial
posture.  Sufficient free cash flow and fairly predictable revenue
generation partially offset those factors.  S&P views management
and governance as "fair."

The stable outlook reflects S&P's expectation that the company
will continue to outpace the overall software sector with revenues
growing in the high single digits.  Over the next year, S&P
expects free cash flow, EBITDA growth, and no additional dividend
activity to enable a moderate reduction in the present high
leverage level.

Although not expected, S&P could lower the rating if performance
deteriorates, hampering free cash flow generation and the
company's liquidity.

Alternatively, although not likely based on the company's history
of debt-financed dividends, if leverage is sustained in the mid 7x
area, either through operating improvements or debt reduction, S&P
would consider raising the rating.


LAFAYETTE YARD: Asks Court to Approve Waterford Settlement
----------------------------------------------------------
Lafayette Yard Community Development Corp. asked U.S. Bankruptcy
Judge Michael Kaplan to approve an agreement it made with
Waterford Hotel Group Inc., which calls for the turnover of funds
held by the company.

Waterford Hotel has been holding funds belonging to Lafayette in
the amount of $79,554 since the termination of their 2008
contract, under which Waterford managed the hotel owned by the
company in Trenton, New Jersey.

Under the settlement, Waterford will retain $15,704 while the rest
of the funds will be turned over to Lafayette.  The companies also
agreed to mutually release each other from any claims, whether
known or unknown.

A full-text copy of the settlement agreement can be accessed for
free at http://is.gd/cJI7Gq

The proposed settlement drew flak from an official of the Parking
Authority for the City of Trenton.

Walter Drew Smith, Trenton parking authority's chief operating
officer, argued that the funds held by Waterford are also funds
due the authority for parking fees collected while the company was
operating the hotel.

Trenton Parking Authority is represented by:

     Peter J. Broege, Esq.
     Broege Neumann Fischer & Shaver, L.L.C.
     25 Abe Voorhees Drive
     Manasquan, New Jersey 08736
     Tel: (732) 223-8484

                       About Lafayette Yard

Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 13-30752) on Sept. 23,
2013.  The hotel went into bankruptcy when the city of Trenton and
the state declined to continue covering losses.

The 197-room hotel opened in 2002 and needs renovation, according
to court papers. Situated on 3.7 acres, it's owned by not-for-
profit Lafayette Yard Community Development Corp.  There is $29.9
million in long-term debt, including $14.4 million in tax-exempt
bonds.

The Debtor is represented by Gregory G. Johnson, Esq., at
Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York.

Lafayette Yard Development Corporation $432,633 in assets and
$33,583,834 in liabilities as of the Chapter 11 filing.

The U.S. Trustee has selected three creditors to serve on the
Official Committee of Unsecured Creditors.


LAS BRIZAS RESIDENTIAL: Case Summary & 2 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Las Brizas Residential and Commercial Leasing LLC
        1236 S. Frontage
        Brownsville, TX 78520

Case No.: 14-10086

Chapter 11 Petition Date: February 28, 2014

Court: United States Bankruptcy Court
       Southern District of Texas (Brownsville)

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Abelardo Limon, Jr, Esq.
                  LIMON LAW OFFICE PC
                  890 W Price Rd
                  Brownsville, TX 78520
                  Tel: 956-544-7770
                  Fax: 956-544-4949
                  Email: alimon@limonlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Guillermo E. Garza, president.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/txsb14-10086.pdf


LEXICON BUILDING: BCSC Issues Amended Notice of Hearing
-------------------------------------------------------
The British Columbia Securities Commission on Feb. 28 disclosed
that the Executive Director of the British Columbia Securities
Commission has issued an amended notice of hearing alleging that
Enna M. Keller (Keller), a British Columbia resident, and Richard
Lian (Lian) (a.k.a. Richard Terry Ruuska), a United States
resident, breached several securities laws, including perpetrating
a fraud against investors and a B.C. company.

The amended notice alleges that throughout 2010 and 2011, Lian and
Keller raised approximately US$3.2 million by offering securities
of Lexicon Building Systems Ltd., a manufacturing company that has
been the subject of a cease trade order (CTO) by BCSC staff since
October 2009.  Lexicon also declared bankruptcy in 2009.

Lian and Keller offered the securities under a "Friends and
Family" program (FFP).  Lexicon management did not know about the
FFP, but Lian and Keller led investors to believe that Lexicon
management had authorized it.  Keller, a former officer and
director of Lexicon, told potential FFP investors the following:

        --  they should wire money to Lian's company, EagleMark
            Ventures LLC (EagleMark), in Nevada,
        --  the money would be used for the benefit of Lexicon
            and, in particular, to get the CTO revoked, and
        --  they were supposed to get shares and warrants in
            Lexicon once the CTO was revoked.

Lian only used approximately US $500,000 for the benefit of
Lexicon and refunded about US $180,000 to investors in response to
their demands.  Lian used the rest of investors' money for
personal spending, including

        --  payments for a Ferrari and other exotic cars
        --  cosmetic surgery
        --  luxury retail
        --  over US $1 million in transfers to his personal
            account
        --  almost US $200,000 in cash withdrawals

In December 2011, the Executive Director issued a temporary order
and notice of hearing against EagleMark, Lian, and Keller.  One of
the requirements in the temporary order was that the parties cease
trading in any securities.

However, Lian and Keller continued offering shares of Lexicon to
the public under the FFP.  They raised at least US $400,000 from
investors after the date of the temporary order.  To date, none of
the FFP investors have received Lexicon shares or warrants.

Keller met with BCSC staff on a voluntary basis in November 2011.
After the meeting, she sent emails including statements that BCSC
staff had cleared her of wrongdoing, and that the BCSC had
approved the FFP.  These statements were false.

Keller is not registered to trade or sell securities in British
Columbia.  EagleMark has never filed a prospectus in B.C.

These allegations have not been proven.  Counsel for the Executive
Director will apply to set dates for a hearing into the
allegations before a panel of commissioners on April 1, 2014 at
9:00 a.m.

You may view the amended notice of hearing on our website
www.bcsc.bc.ca by typing EagleMark Ventures LLC, Falcon Holdings,
Richard Lian, Enna M. Keller or 2014 BCSECCOM 74 in the search
box. You may view the original notice of hearing by typing 2011
BCSECCOM 546.  Information regarding disciplinary proceedings can
be found in the Enforcement section of the BCSC website.

         About the British Columbia Securities Commission

The British Columbia Securities Commission --
http://www.bcsc.bc.ca-- is the independent provincial government
agency responsible for regulating capital markets in British
Columbia through the administration of the Securities Act.


LIBERACE FOUNDATION: Officially Exits Bankruptcy Feb. 18
--------------------------------------------------------
The Liberace Foundation for the Creative and Performing Arts has
officially emerged from bankruptcy protection nearly 16 months
after filing.

The Las Vegas nonprofit organization said in a court filing that
its Chapter 11 plan of reorganization officially took effect on
Feb. 18, exactly two weeks after U.S. Bankruptcy Judge Mike
Nakagawa confirmed the plan.

Under the restructuring plan approved on Feb. 4, Liberace will pay
administrative claims and priority claims in full.  Meanwhile, the
Liberace Revocable Trust, an equity holder, will retain interest
in the foundation.

General unsecured creditors, owed $38,655, will be paid in full
from the remaining proceeds from the sale of Liberal Foundation's
assets.

Last year, Liberal Foundation sold a property in Las Vegas, Nevada
for $2.3 million.  A portion of the sale proceeds was used to pay
off the claim of its secured lender U.S. Bank NA, which sued the
foundation after it allegedly failed to make payments in the
months leading up to its bankruptcy filing.

                    About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.

Nedda Ghandi, Esq., at Ghandi Law Offices, in Las Vegas, Nevada,
represents the Debtor.  Brownstein Hyatt Farber Schreck, LLP
serves as special counsel to the Debtor.

Hamid R. Rafatjoo, Esq., at Venable LLP, in Los Angeles,
California, and Jon T. Pearson, Esq., at Ballad
Spahr LLP, in Las Vegas, Nevada, represent U.S. Bank.

No committee has been appointed or designated by the U.S. Trustee.


LIGHTSQUARED INC: Judge Says Dish and Ergen Must Turn Over Docs
---------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that LightSquared's bankruptcy judge ordered Dish Network Corp. to
turn over emails with specific search terms from Chairman Charlie
Ergen and other Dish employees to a group of hedge funds fighting
Mr. Ergen's status as a LightSquared creditor.

According to the report, Judge Shelley C. Chapman said Dish must
turn over documents with the letters "LS," for LightSquared, and
several versions of the word "terminate" from April 2013 until
now. The judge turned down the hedge funds' request for other
searches, including the words "auction" and "bid" related to
Dish's $2.2 billion offer for LightSquared's spectrum assets
abandoned earlier this year.

Dish lawyer Brian T. Frawley of Sullivan & Cromwell LLP said the
company didn't think anything provocative would be turned up in
the emails but complained about the process of the search, the
report related.

"I'm worried about wasting the time reviewing a lot of documents,"
Mr. Frawley said, the report further related.  Judge Chapman
responded, "Can't help you with that."

                      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: Obtains Court Approval to Settle AnyData Claims
-----------------------------------------------------------------
LightSquared Inc. received approval from U.S. Bankruptcy Judge
Shelley Chapman settle the claims of AnyData Corp. against the
company and its affiliates.

Under the settlement, AnyData can assert a general unsecured claim
of $690,000 against LightSquared LP.  In exchange, the claims
asserted by the tech company against the other LightSquared units
will be deemed withdrawn and disallowed.

The claims stemmed from contracts entered into by the companies,
including a 2011 deal between AnyData and LightSquared LP.

LightSquared Inc. previously objected to all claims other than the
claim filed by the tech company 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.


MANITOWOC CO: S&P Raises CCR to 'BB-' on Improved Performance
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Wisconsin-based crane and food service
equipment manufacturer Manitowoc Co. Inc. to 'BB-' from 'B+'.  The
outlook is stable.

At the same time S&P raised its issue-level rating on the
company's $1.05 billion senior secured credit facilities to 'BB+'
from 'BB'.  The recovery rating remains '1', indicating S&P's
expectation of very high (90%-100%) recovery in a payment default
scenario.  S&P also raised its issue-level rating on the company's
$900 million senior unsecured notes (which consists $600 million
senior notes due 2020 and $300 million senior notes due 2022) to
'BB-' from 'B+' and revised the recovery rating to '3' from '4' on
improved recovery prospects after the company's recent full
redemption of its $400 million 9.5% senior notes due 2018.  The
'3' recovery rating indicates S&P's expectation of meaningful
(50%-70%) recovery in a payment default scenario.  S&P withdrew
the issue-level and recovery ratings on the recently redeemed
notes.

"The upgrades reflect Manitowoc's improved operating performance
and credit metrics in recent quarters as a result of the gradual
recovery in its crane end markets, the modest improvements in its
food service segment, and the greater-than-expected debt
reduction," said Standard & Poor's credit analyst Carol Hom.  S&P
believes that as the global economy continues to strengthen, the
company's operating prospects should continue to improve and its
credit metrics will remain appropriate for the rating over the
next 12-18 months.  S&P also believes that the company will
continue to pay down debt with a portion of the free cash flow it
generates.  Manitowoc's cash balance and ample availability on its
revolver, as well as S&P's expectation for positive free cash flow
generation for the year, should continue to support its adequate
liquidity.

The revision of the recovery rating on company's $900 million
senior notes reflects S&P's expectation of improved recovery
prospects for the unsecured debt following the recent full
redemption of the $400 million senior unsecured notes due 2018.

The rating reflects Manitowoc's "fair" business risk and
"aggressive" financial risk profile assessments.  S&P's "fair"
business risk profile stems from Manitowoc's participation in the
cyclical construction market partly offset by the more stable food
service business.  S&P believes the company will maintain its
position as one of the top two crane manufacturers serving the
construction market and one of the top two manufacturers by market
share of major products in the more stable food service markets.
The company should continue to maintain good customer, product,
and geographic diversity, with about half of its revenues coming
from outside the U.S.  It also maintains low-cost and efficient
global manufacturing operations.  S&P estimates that sales in the
crane business will account for about 60% of total revenues and
sales in the food service segment will represent about 40%.
Operating conditions in the crane end markets are stabilizing and
construction activity is increasing, in S&P's view, both in the
U.S. and abroad.  S&P believes this will continue, and Manitowoc
should continue to benefit from the increased activity and from
modest improvements in its steady food service segment.

The outlook is stable.  "We believe the improvement in Manitowoc's
crane end markets will continue along with a modest improvement in
the company's more stable food service segment," said Ms. Hom.
"As a result, we expect steady operating performance to continue
through 2014 and credit measures to improve modestly over the next
12-18 months."

S&P could lower the rating if the recovery in the crane end market
falters, causing a deterioration in credit measures or hurts
liquidity.  This could occur if, at the bottom of a downturn,
credit measures weakened with debt to EBITDA approaching 5x, or if
FFO to debt falls below 12% and remain at that level.  S&P could
also lower the rating if Manitowoc pursues large debt funded
activities.

S&P could raise the rating if the company's operating prospects
continue to improve and if its liquidity, credit measures, and
financial policies support a higher rating.  For example, S&P
could raise the rating if it expects debt to EBITDA to improve to
less 3x and FFO to debt increased to more 30% and remain at that
level.


MARTIFER SOLAR: Has Interim Cash Use Through March 10
-----------------------------------------------------
Bankruptcy Judge August B. Landis on Feb. 18 entered an amended
interim order authorizing debtors Martifer Solar USA, Inc., and
Martifer Aurora Solar, LLC, to use cash collateral of Cathay Bank,
and to provide adequate protection to the prepetition lender.

Martifer Solar USA and Martifer Aurora Solar are authorized to use
Cathay's Cash Collateral through the earliest of (a) March 10,
2014, or (b) the occurrence of an Event of Default that is no
longer subject to cure, according to an initial 13-week Cash
Budget through the week ended April 14, 2014.

The Court will hold a hearing to consider final approval of the
Debtors' use of cash collateral on March 10, 2014, at 9:30 a.m.

A copy of the Feb. 18 Amended Interim Order, together with the 13-
week cash budget, is available at no extra charge at:

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

Cathay Bank originated a working-line of credit for the benefit of
the Debtors in November 2012.  The facility allows the Debtors to
draw up to a maximum principal amount of $12 million.  The loan is
generally secured by (i) Martifer USA's personal property
described in a Commercial Security Agreement dated Nov. 15, 2012,
executed by Martifer USA in favor of the Pre-Petition Lender; and
(ii) Aurora's personal property described in a Commercial Security
Agreement dated Nov. 15, 2012, executed by Aurora in favor of the
Pre-Petition Lender.  Martifer Solar, Inc., the direct parent of
Martifer USA, executed a Commercial Guaranty dated Nov. 15, 2012
in favor of the Pre-Petition Lender, guaranteeing the debt.

As of the Petition Date, the outstanding balance of the Loan is
roughly $6.4 million.  Cathay has asserted that the Debtors and
the Guarantors have defaulted in their obligations under the Loan
Documents.  The Bank issued a demand letter delivered to Martifer
USA on Aug. 19, 2013.  The Loan Documents further provided a Loan
maturity date of Nov. 30, 2013.

Objections to the entry of a final cash collateral order were due
Feb. 24, 2014.  Replies to timely filed Objections, if any, are
due March 3.

             Cathay's Objection to Cash Collateral Use

The Feb. 18 Order amends a prior Interim Order dated Feb. 5.

One day after the Feb. 5 Interim Order was entered, Cathay filed a
motion for reconsideration of the form of the Cash Collateral
Order.  Cathay said the version of the Order entered by the Court
does not appear to include the Bank's counsel's disapproval and
the U.S. Trustee's counsel's disapproval of the form of the order
as requested.

Cathay said that after numerous email exchanges between the Bank's
counsel and the Debtors' counsel as to the form of the proposed
order, counsel were unable to resolve their differences as to
whether the proposed order accurately reflected the ruling of the
Court.

Cathay, which filed an objection to the proposed form of the
interim order, said the budget attached as Exhibit A to the
Proposed Order is not the 13-week budget submitted with the
Debtors' moving papers or submitted into evidence at the Jan. 28,
2014 hearing, nor the budget upon which the Court relied in
granting the Debtors' use of the Bank's cash collateral.  The 13-
week budget did not include any line items for Debtor Aurora, and
more importantly, included two payments of $57,768 to the Bank.
Cathay also said the "new budget" attached to the Proposed Order
purports to be a joint budget and cuts in nearly half (1/2) the
budgeted amount of payments to the Bank to just $26,258 each.

According to Cathay, it is apparent from the Court's own
statements from the Jan. 28, 2014 hearing, that the Court was
relying on the 13-week budget, not the newly submitted budget.

Cathay also objected to the Debtors' inclusion in the Proposed
Order of a $2 million carve-out.  The Bank said the Court did
grant the Debtors a $2 million carve-out that would allow the
Debtors to pay professionals exclusively during the interim period
and that would prime Cathay Bank's replacement and superpriority
liens.  Cathay said the Debtors have refused -- despite repeated
requests and objections by Cathay Bank and the U.S. Trustee -- to
remove the language on the $2 million "carveout" from the Proposed
Order.

The Debtors objected to the Bank's Motion for Reconsideration of
Form of Cash Collateral Order.  The Bank's Motion is indicative of
Cathay's continued unwillingness to engage in a constructive
dialogue with the Debtors regarding the use of cash collateral or
any other aspect of the Chapter 11 cases.  The Debtors said they
diligently followed the Court's specific instructions in preparing
a modified form of cash collateral order to reflect the Court's
ruling.  Cathay and the Office of the United States Trustee not
only refused to approve the form of order, but they also refused
to offer any constructive comments.  Instead, both Cathay and the
U.S. Trustee insisted that Debtors submit a completely new order
that would have been directly contrary to the Court's
instructions.

Martifer Solar Inc., meanwhile, filed a joinder to the Debtors'
Objection to the Motion for Reconsideration.  Martifer Solar Inc.
incorporated the points, authorities and arguments of the Debtors
and any exhibits thereto.

A copy of the Debtors' objection to the Motion to Reconsider is
available at no extra charge at:

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

Cathay Bank filed a reply to the Debtors' objection, insisting
that all the Debtors' arguments fail.  A copy of the reply is
available at no extra charge at:

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

On Feb. 18, the Court also entered an order granting, in part, and
denying, in part, the Motion to Reconsider.  The Court granted the
Bank's Motion to the extent that the Interim Order is amended by
replacing the budget with the one admitted into evidence at the
preliminary hearing; and modifying the text of the Interim Order,
if and to the extent necessary, to insure internal consistency
with the budget admitted into evidence at the preliminary hearing.
The Bank's Motion is denied in all other respects.

                     Court-Approved Carve-Out

The Feb. 18 Amended Interim Cash Collateral Order provides that
all claims and liens of Cathay Bank, including, without
limitation, the Replacement Liens and the Pre-Petition Lender's
Superpriority Claims, will be subject to carve-out for (i) all
fees required to be paid to the Clerk of the Bankruptcy Court and
to the Office of the United States Trustee pursuant to 28 U.S.C.
Sec. 1930, and (ii) only to the extent the amounts are not
available under the Cash Budget, an amount not exceeding
$2,000,000 in the aggregate, which amount may be used after the
occurrence and during the continuation of an Event of Default, to
pay the fees and expenses of professionals retained by the Debtors
and any statutory committee and allowed by the Bankruptcy Court;
provided, however, that (iii) the Debtors will be permitted to pay
compensation and reimbursement of expenses allowed, authorized by
the Bankruptcy Court and payable under Bankruptcy Code sections
330 and 331 in accordance with the Interim Cash Budget; (iv) the
Carve-Out will not be reduced by the amount of any compensation
and reimbursement of expenses paid or incurred (to the extent
ultimately allowed by the Bankruptcy Court) prior to the
occurrence of an Event of Default in respect of which the Carve-
Out is invoked; and provided, further, that nothing will be
construed to impair the ability of the Pre-Petition Lender to
object to the reasonableness of any of the fees, expenses,
reimbursement or compensation sought by the professionals retained
by Debtors or any statutory committee.

As adequate protection for any diminution in the value (as it
existed on the Petition Date) of Cathay's interest in the Cathay
Collateral (any such diminution to be determined by agreement or
order of the Bankruptcy Court after notice and a hearing) caused
by the imposition of the automatic stay and/or the Debtors' use of
the Pre-Petition Lender's Cash Collateral and other Cathay
Collateral, the Pre-Petition Lender will receive:

     (a) monthly, on or before the first day of each month and
continuing through the Termination Date, adequate protection
payments made by the Debtors to the Pre-Petition Lender in an
amount equal to the default contractual rate of interest
applicable from time to time to amounts outstanding under the
Cathay Loan, and the automatic stay is vacated and
modified to the extent necessary to permit Debtors to make such
Adequate Protection Payments and the Pre-Petition Lender to apply
them against the Pre-Petition Lender's Claims;

     (b) replacement liens to secure the amount of any Value
Diminution, which Replacement Liens shall: (i) be subject and
junior only to the Carve-Out, and any Prior Liens, (ii) attach to
the Cathay Collateral as of the Petition Date and any other assets
of Debtors that are subject to a valid and perfected lien as of
the Petition Date, any other previously unencumbered assets of
Debtors, and any proceeds, and (iii) be in addition to the Pre-
Petition Lender's Claims and liens; and (c) to the extent
permitted by Bankruptcy Code section 507(b), a superpriority claim
against Debtors' estates, subject and junior only to the Carve-
Out.

The Replacement Liens does not include causes of action under
chapter 5 of the Bankruptcy Code and the proceeds thereof.

Attorneys for Cathay Bank are:

     Michael Gerard Fletcher, Esq.
     Reed S. Waddell, Esq.
     FRANDZEL ROBINS BLOOM & CSATO, L.C.
     6500 Wilshire Boulevard, Seventeenth Floor
     Los Angeles, CA 90048-4920
     E-mail: mfletcher@frandzel.com
             rwaddell@frandzel.com

          - and -

     Natalie M. Cox, Esq.
     Randolph L. Howard, Esq.
     KOLESAR & LEATHAM
     400 South Rampart Boulevard, Suite 400
     Las Vegas, NV 89145
     E-mail: ncox@klnevada.com
             kdunn@klnevada.com
             rhoward@klnevada.com
             ckishi@klnevada.com

Attorneys for Martifer Solar Inc. are:

     Samuel A. Schwartz, Esq.
     Bryan A. Lindsey, Esq.
     THE SCHWARTZ LAW FIRM, INC.
     6623 Las Vegas Blvd. South, Suite 300
     Las Vegas, NV 89119
     Telephone: (702) 385-5544
     Facsimile: (702) 385-2741

                       About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.


MAUI LAND: ValueWorks Stake at 6.9% as of Dec. 31
-------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, ValueWorks, LLC, and Charles Lemonides
disclosed that as of Dec. 31, 2013, they beneficially owned
1,298,110 shares of common stock of Maui Land & Pineapple Company,
Inc., representing 6.91 percent of the shares outstanding.
ValueWorks previously owned 1,323,401 shares at Dec. 31, 2012.  A
copy of the regulatory filing is available at:

                        http://is.gd/HpuHgt

                   About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

Maui Land incurred a net loss of $4.60 million in 2012, as
compared with net income of $5.07 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $56.66 million in total
assets, $92.62 million in total liabilities and a $35.95 million
total stockholders' deficiency.

Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring negative cash
flows from operations and deficiency in stockholders' equity which
raise substantial doubt about the Company's ability to continue as
a going concern.


MDU COMMUNICATIONS: SF Investors No Longer Owns Shares
------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, SF Investors LP disclosed that as of Feb. 6, 2014, it
did not beneficially own any shares of common stock of MDU
Communications Int'l Inc.  A copy of the regulatory filing is
available for free at http://is.gd/OkTtij

                      About MDU Communications

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital phone and other information and communication
services to residents living in the United States multi-dwelling
unit market -- estimated to include 32 million residences.

For the six months ended March 31, there was $152,000 in operating
income and a net loss of $1.5 million on revenue of $12 million.

The Company reported a net loss of $6.4 million on $27.3 million
of revenue for fiscal year ended Sept. 30, 2012, compared with a
net loss of $7.4 million on $27.9 million of revenue for 2011.

As of June 30, 2013, MDU Communications had $16.70 million in
total assets, $32.23 million in total liabilities and a $15.53
million total stockholders' deficiency.

"In order for the Company to continue operations, it needs to
raise additional capital, sell assets or merge with another
entity.  The Company has been actively pursuing various
initiatives aimed at resolving its need for additional capital,
namely asset sales and/or a merger.  The asset sale negotiations
have met with some success with proceeds supplementing cash flow
and reducing the Credit Facility, but negotiations have not yet
resulted in larger asset sales.  On July 9, 2012, the Company
executed a merger agreement with Multiband Corporation
("Multiband"), whereby the Company would effectively become an
operating subsidiary of Multiband.  The merger agreement and
negotiations were terminated by Multiband on May 22, 2013 when
Multiband entered into an agreement for itself to be acquired.
The Company's ability to close large asset sales or to consummate
a merger remains uncertain.  Unless the Company is able, in the
near-term, to raise additional capital, close additional asset
sales or enter into a merger, there is substantial doubt about the
Company's ability to continue as a going concern," according to
the Company's quarterly report for the period ended June 30, 2013.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about MDU's ability to continue as a going concern following
the financial results for the year ended Sept. 30, 2012.  The
independent auditors noted that the Company has incurred
significant recurring losses, has a working capital deficit, and
an accumulated deficit of $75 million at Sept. 30, 2012.  They
also noted that the Company's $30 million Credit Facility matures
on June 30, 2013.


MEDPACE INC: Moody's Places B2 CFR on Review For Downgrade
----------------------------------------------------------
Moody's Investors Service placed the ratings of Medpace, Inc.,
including the B2 Corporate Family Rating and the B3-PD Probability
of Default Rating, under review for downgrade. The review follows
the announcement that the company is being sold to Cinven Ltd
("Cinven"), a European private equity firm. Medpace has been
majority owned by CCMP Capital Advisors, LLC ("CCMP") since 2011.
Moody's anticipates the existing credit facility will be repaid
and terminated upon the closing of the acquisition by Cinven.

Ratings placed under review for possible downgrade:

Corporate Family Rating, B2

Probability of Default Rating, B3-PD

Senior secured revolving credit facility, B2 (LGD 3, 33%)

Senior secured term loan, B2 (LGD 3, 33%)

Ratings Rationale

The focus of the rating review will be the resulting financial
leverage and capital structure following the sale of the company
to Cinven, as well as Medpace's operating position and broader
trends in the contract research organization ("CRO") industry.

The B2 Corporate Family Rating (currently under review) reflects
Medpace's small absolute size, as well as in relation to much
larger competitors within the CRO industry. The ratings also
reflect Medpace's concentration of revenue from small biotech and
pharmaceutical companies, many of which rely on outside funding --
which can be volatile -- to sustain operations and research and
development programs. The ratings are supported by Medpace's focus
on value-added specialty work and expertise in cardiovascular and
metabolic studies, which has allowed the company to generate much
higher EBITDA margins than its CRO peers. Also supporting the
ratings are the company's strong cash flow generation, history of
debt repayment, ample liquidity, and recent improvement in
operating performance.

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

Medpace, headquartered in Cincinnati, Ohio, is a global contract
research organization ("CRO") that partners with pharmaceutical,
biotechnology, and medical device companies in the development and
execution of clinical trials. Approximately three-quarters of
Medpace's revenue is generated from late stage (Phase II-IV)
clinical trial support. The remaining revenues are generated from
coordinated central reference laboratory services, as well as
other services. The company generated net service revenues of
approximately $225 million for the twelve months ended September
30, 2013.


MEDPACE INC: S&P Puts 'B+' CCR on CreditWatch Negative
------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings,
including the 'B+' corporate credit rating, on Medpace Inc. on
CreditWatch with negative implications.

The CreditWatch placement follows Cinven Ltd.'s announcement of
its plans to acquire Medpace Inc. from CCMP Capital Advisors LLC.

"Our current corporate credit rating on Medpace Inc. reflects our
assessment of its financial risk profile as "aggressive" and
business risk profile as "weak".  Our assessment of the company's
financial risk primarily reflects its private equity sponsor
ownership which limits Medpace's financial risk profile assessment
to "aggressive" despite its leverage ratio that is currently below
3.0x," said credit analyst Maryna Kandrukhin.  "While financing
details are unknown at this time, we expect it to be partially
funded with debt and believe that it may cause Medpace's pro-forma
leverage ratio to exceed 5.0x, prompting a potential revision of
our financial risk assessment to "highly leveraged"."

S&P will resolve the CreditWatch placement when the exact details
of the acquisition and its impact on Medpace's financial risk
profile and financial policy become clear.  If Medpace's leverage
ratio exceeds 5.0x as a result of the transaction, S&P is likely
to lower its ratings on the company by one notch.


METEX MFG: Logan & Co. Okayed as Balloting and Tabulation Agent
---------------------------------------------------------------
The Hon. Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York authorized Metex Mfg. Corporation,
formerly known as Kentile Floors, Inc., to employ Logan & Company,
Inc., as balloting and tabulation agent nunc pro tunc to Jan. 1,
2014.

As reported in the Troubled Company Reporter on Feb. 3, 2014,
Metex Mfg. Corporation seeks to retain Logan & Company to provide
these bankruptcy administrative services:

   (a) tabulate votes and perform subscription services as may be
       requested or required in connection with the Plan;

   (b) provide ballot reports and related balloting and tabulation
       services to the Debtor and its professionals;

   (c) generate an official ballot certification and testify, if
       necessary, in support of the ballot tabulation results; and

   (d) perform such other ministerial and administrative services
       as may be requested by the Debtor.

Logan & Company will be paid at these hourly rates:

       Principal (Kate Logan)                   $297
       Court Testimony (if required)            $325
       Senior Consultant                        $225
       Statement & Schedule Preparation         $220
       Account Executive Support                $205
       Public Website Design & Maintenance      $205
       Programming Support                      $165
       Project Coordinator                      $140
       Quality Control and Audit                $77
       Data Entry                               $77
       Clerical                                 $50

Logan & Company will also be reimbursed for reasonable out-of-
pocket expenses incurred.

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

                         About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.

Metex filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 12-14554) on Nov. 9, 2012.  The petition was signed by
Anthony J. Miceli, president.  The Debtor estimated its assets and
debts at $100 million to $500 million.  Judge Burton R. Lifland
presides over the case.

Paul M. Singer, Esq., and Gregory L. Taddonio, Esq., at Reed Smith
LLP, in Pittsburgh, Pa.; and Paul E. Breene, Esq., and Michael J.
Venditto, Esq., at Reed Smith LLP, in New York, N.Y., represent
the Debtor as counsel.


MILLENNIUM BANK: FDIC Named as Receiver; WFB Assumes Deposits
-------------------------------------------------------------
Millennium Bank, National Association, Sterling, Virginia, was
closed Friday by the Office of the Comptroller of the Currency,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with WashingtonFirst Bank,
Reston, Virginia, to assume all of the deposits of Millennium
Bank, N.A.

The two branches of Millennium Bank, N.A. will reopen as branches
of WashingtonFirst Bank during their normal business hours.
Depositors of Millennium Bank, N.A. will automatically become
depositors of WashingtonFirst Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of
Millennium Bank, N.A. should continue to use their current branch
until they receive notice from WashingtonFirst Bank that systems
conversions have been completed to allow full-service banking at
all branches of WashingtonFirst Bank.

Depositors of Millennium Bank, N.A. can continue to access their
money by writing checks or using ATM or debit cards.  Checks drawn
on the bank will continue to be processed.  Loan customers should
continue to make their payments as usual.

As of December 31, 2013, Millennium Bank, N.A. had approximately
$130.3 million in total assets and $121.7 million in total
deposits.  WashingtonFirst Bank will pay the FDIC a premium of
1.00 percent to assume all of the deposits of Millennium Bank,
N.A. In addition to assuming all of the deposits of the Millennium
Bank, N.A., WashingtonFirst Bank agreed to purchase essentially
all of the failed bank's assets.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $7.7 million.  Compared to other alternatives,
WashingtonFirst Bank's acquisition was the least costly resolution
for the FDIC's DIF.  Millennium Bank, N.A. is the 4th FDIC-insured
institution to fail in the nation this year, and the first in
Virginia.  The last FDIC-insured institution closed in the state
was Bank of the Commonwealth, Norfolk, on September 23, 2011.


MT LAUREL LODGING: Nat'l Republic Bank Wants to Propose Plan
------------------------------------------------------------
The National Republic Bank of Chicago objected to Mt. Laurel
Lodging Associates LLP's motion for order extending the Debtor's
exclusivity periods to file and obtain acceptance of a plan of
reorganization, stating that it seeks to file its own Plan for the
Debtor because there has been little progress towards confirmation
or negotiations with creditors.

NRB said it is undersecured because its claim is $22,794,584,
while its appraisal of the property is $22,400,000, and the
Debtor's appraisal is $19,600,000.

NRB also said that the Debtor's case -- although not technically a
single asset case -- has the characteristics of a single asset
case and is essentially a two-party dispute.  The litigation to
date can be characterized as predictable creditor litigation
common to most cases.

                    About Mt. Laurel Lodging

Mt. Laurel Lodging Associates, LLP, and its six affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013
(Case No. 13-bk-11697, Bankr. S.D. Ind.).  The case is assigned to
Judge Robyn L. Moberly.  The petition lists the assets and debt as
both exceeding $10 million on the Mount Laurel property.

The Debtors are represented by Brian A Audette, Esq., and David M
Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew
T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana.

The National Republic Bank of Chicago, a secured creditor, is
represented by James E. Carlberg, Esq., and James P. Moloy, Esq.,
at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and
Timothy P. Duggan, Esq., at Stark & Stark, P.C., in Lawrenceville,
New Jersey.


MT. GOX: Bitcoin Exchange Enters Bankruptcy in Japan
----------------------------------------------------
Patrick Holohan, writing for The Deal, reported that bitcoin
exchange Mt. Gox has filed for bankruptcy in Tokyo after 850,000
bitcoins valued at about $475 million "disappeared."

"There was some weakness in the system, and the bitcoins have
disappeared. I apologize for causing trouble," CEO Mark Karpeles
said at a Feb. 28 press conference in Japan, the report cited.
The company's website has shut down except for a Feb. 26 statement
by Karpeles, the report said.

"As there is a lot of speculation regarding Mt. Gox and its
future, I would like to use this opportunity to reassure everyone
that I am still in Japan and working very hard with the support of
different parties to find a solution to our recent issues,"
Karpeles said then, adding that the company's staff has been
ordered not to respond to any inquiries, the report related.

"I am sorry for the troubles I have caused all the people,"
Karpeles said, the report further related.  He reportedly bowed to
Japanese media for several minutes.

Rachel Abrams, Matthew Goldstein and Hiroko Tabuch, writing for
The New York Times' DealBook, reported that members of the Bitcoin
Foundation board were losing confidence in Mt. Gox because the
exchange had been associated with another foundation member who
was arrested in January on money-laundering charges.  It was that
steady erosion of faith in the Bitcoin community that ultimately
served as the death knell for Mt. Gox, which had been enduring a
series of problems, including having accounts frozen by
authorities in the United States last year.

According to Jacqueline Palank, writing for The Wall Street
Journal, Mt. Gox is likely to seek protection under Chapter 15 of
the U.S. Bankruptcy Code.  Citing bankruptcy attorney Howard
Seife, Esq. -- hseife@chadbourne.com -- at Charbourne & Parke LLP,
who has worked on multiple cross-border bankruptcies, the Journal
said Mt. Gox is a likely candidate for Chapter 15 bankruptcy
protection given its international scope.

In other news, Mt. Gox was sued for fraud by a U.S. customer
within hours of its bankruptcy filing in Japan, Andrew Harris,
writing for Bloomberg News.

"This catastrophic loss has not only revealed the instability of a
burgeoning new industry, it has also uncovered a massive scheme to
defraud millions of consumers into providing a private company
with real, paper money in exchange for virtual currency," Illinois
resident Gregory Greene said in a Feb. 27 complaint in federal
court in Chicago that may be the first lawsuit against Mt. Gox,
the Bloomberg report cited.

The case is Greene v. Mt. Gox Inc., 14-cv-01437, U.S. District
Court, Northern District of Illinois (Chicago).


NAUTILUS MERGER: S&P Assigns 'B' CCR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Nautilus Merger Sub Inc.  Upon completion of the
transaction, Nautilus will be merged with and into Vision Holding
Corp., the direct parent of U.S. value optical retailer National
Vision Inc.  At the same time, S&P lowered its corporate credit
rating on National Vision Inc. to 'B' from 'B+' and removed it
from CreditWatch with negative implications, where S&P placed it
on Feb. 10, 2014.  The rating outlooks on the companies are
stable.

Concurrently, S&P assigned its 'B' issue-level rating with a '3'
recovery rating to Nautilus Merger Sub Inc.'s proposed
$550 million first-lien credit facility.  The facility consists of
a $75 million revolver (undrawn at closing) and a $475 million
first-lien term loan.  The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%) recovery for lenders in the
event of a payment default.

In addition, S&P assigned a 'CCC+' issue-level rating with a '6'
recovery rating to Nautilus Merger Sub Inc.'s $150 million second-
lien term loan.  The '6' recovery rating indicates S&P's
expectation for negligible (0%-10%) recovery of principal in the
event of a payment default.

The company will use proceeds from the term loans along with
equity contribution to fund the acquisition of the company by
Kohlberg Kravis Roberts & Co. L.P.

Following closure of the transaction, S&P expects to withdraw its
issue-level ratings on NVI's existing $325 million credit
facility.

"The rating on Lawrenceville, Ga.-based National Vision, reflects
our reassessment of the company's financial risk profile to
"highly leveraged" from "aggressive".  It also reflects our view
that the company's business risk profile is "fair"," said credit
analyst Mariola Borysiak.

The stable outlook reflects S&P's view that favorable trends in
the industry, the company's nondiscretionary product offering, and
maturing store base will continue to propel profitability gains
and drive modest and stable cash flow generation.

Downside scenario

As S&P do not anticipate performance deterioration over the next
year, it believes that lower ratings could result from
increasingly aggressive financial policy such that the company
uses debt to fund dividends to its equity sponsor.  Total debt to
EBITDA increasing to more than 6.5x could result in a downgrade.
Based on S&P's projected EBITDA level at end of 2014, it
calculates that about $150 million of incremental debt would
likely result in a downgrade.

Upside scenario

A upgrade is unlikely in the near to intermediate term given S&P's
expectations for debt leverage to remain in the 5x area over the
next one to two years and ownership of the company by the private
equity sponsor.  However, a positive rating action could result
from stronger than expected operating performance such that debt
leverage improves and sustained below 5x.  In this scenario, S&P
will also consider National Vision's ownership by private equity
and the possibility of a dividend recapitalization.


NEW BETHEL CHURCH: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: New Bethel Church
        360 Central Avenue
        Pittsburg, CA 94565

Case No.: 14-40839

Chapter 11 Petition Date: February 27, 2014

Court: U.S. Bankruptcy Court
       Northern District of California (Oakland)

Judge: Hon. Roger L. Efremsky

Debtor's Counsel: David M. Sternberg, Esq.
                  DAVID M. STERNBERG AND ASSOCIATES
                  540 Lennon Ln.
                  Walnut Creek, CA 94598
                  Tel: (925) 946-1400
                  Email: DMSLaw@ix.netcom.com

Total Assets: $1.80 million

Total Liabilities: $2.20 million

The petition was signed by Kimberly Payton, authorized agent.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb14-40839.pdf


NOBLE LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy cases:

     Debtor                                     Case No.
     ------                                     --------
     Noble Logistics, Inc.                      14-10442
         aka Noble Logistics
         aka Aspen Contracting
     11335 Clay Road, Suite 100
     Houston, TX 77041

     NLI Manager, Inc.                          14-10443
        aka Noble Logistics
        aka Aspen Contracting
     11335 Clay Road, Suite #100
     Houston, TX 77041

     Aspen Contracting SE, LLC                  14-10444

     Aspen Contracting NE, LLC                  14-10445

     Aspen Contracting Gulf Coast, LLC          14-10447
        aka Noble Logistics
        aka Aspen Contracting
     11335 Clay Road, Suite 100
     Houston, TX 77041

     Aspen Contracting Midwest, LLC             14-10488
        aka Noble Logistics
        aka Aspen Contracting
     11335 Clay Road, Suite #100
     Houston, TX 77041

     Aspen Contracting West, LLC                14-10449

     Aspen Contracting California, LLC          14-10450

     Conifer Services CA, LLC                   14-10451

Type of Business: Full-Service Logistics Provider

Chapter 11 Petition Date: February 28, 2014

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

Judge: Hon. Christopher S. Sontchi

Debtors' Counsel: Gregg M. Galardi, Esq.
                  Emily A. Battersby, Esq.
                  DLA PIPER LLP
                  919 N. Market Street, 15th floor
                  Wilmington, DE 19801
                  Tel: 212-335-4640
                  Fax: 212-884-8680
                  Email: gregg.galardi@dlapiper.com
                         emily.battersby@dlapiper.com

Debtors' Claims   PRIME CLERK LLC
and Noticing
Agent:

                                   Estimated     Estimated
                                     Assets        Debt
                                   -----------   -----------
Noble Logistics                    $10MM-$50MM   $10MM-$50MM
NLI Manager                        $10MM-$50MM   $10MM-$50MM
Aspen Contracting Gulf Coast       $10MM-$50MM   $10MM-$50MM
Aspen Contracting Midwest          $10MM-$50MM   $10MM-$50MM

The petitions were signed by John Hense, chief financial officer.

Consolidated List of Debtors' 50 Largest Unsecured Creditors:

   Entity                           Nature of Claim   Claim Amount
   ------                           ---------------   ------------
California EDD                        Government      $1,208,822
Attn: Sandra Clifton General
      Counsel
P.O. Box 826880, MIC 83
Sacramento, CA 94280-0001
Fax: 916-654-9069

Pine Creek Partners, LLC               Contract        $729,219
Attn: George McCabe
1025 Thomas Jefferson Street,
NW, Suite, 308 East
Washington, DC 20007
Fax: 202.333.7786
Email: george@pinecreekpartners.com

New Mexico GRT                         Government      $353,733
Attn: President or General Counsel
1100 Douth St. Francis Drive,
Santa Fe, NM 87504
Fax: 505-827-2505

Dickstein Shapiro                      Professional    $216,548

New Hampshire Audit                    Government       $54,822

Carr, Riggs & Ingram LLC               Professional     $36,500

Clarendon                              Professional     $18,000

GK Fund II                             Rent             $18,000

Atlas San Antonio 2 LP                 Rent              $9,764

VHA                                    Contract          $8,500

Bean, Kinney & Korman                  Professional      $8,180

Logix Communications                   Utilities          $7,500

Sprint-Nextel                          Utilities          $6,000

Hawkins Personnel Group                Trade Debt         $5,000

Stream Energy                          Utilities          $4,000

AT&T Mobility                          Utilities          $4,000

Verizon-6174899916-00001               Utilities          $4,000

FedEx                                  Trade Debt         $3,508

Craigslist                             Trade Debt         $3,500

Snelling Staffing Services             Trade Debt         $3,500

Paramount Staffing                     Trade Debt         $3,000

McLane, Graf, Raulerson & Middleton PA Professional       $2,410

Xerox Corp-2555                        Trade Debt         $2,065

Greensheet                             Trade Debt         $2,000

CE-DFW Warehouse Solutions             Trade Debt         $2,000

Sterling InfoSystems, Inc.             Trade Debt         $1,500

Alliance Health & Safety Service       Trade Debt         $1,500

Staples                                Trade Debt         $1,500

Insurance Information Exchange         Trade Debt         $1,500

Adecco Employment Services             Trade Debt         $1,500

Cornerstone Staffing                   Trade Debt         $1,500

Premier Trailer Leasing                Trade Debt         $1,500

Avis Rent a Car System, Inc.           Trade debt         $1,285

L.K. Jordan & Associates               Trade Debt         $1,200

Ryzex, Inc.                            Trade Debt         $1,000

Sunbelt Industrial Trucks              Trade Debt         $1,000

Pitney Bowes                           Trade Debt         $1,000

Amerigas-Dallas                        Trade Debt         $1,000

Superior Trailer Leasing               Trade Debt         $1,000

TAPE Products Co.                      Trade Debt         $1,000

Liberty Office Products                Trade Debt           $910

Equipment Depot                        Trade Debt           $800

Green's Blue Flame Gas Co. Inc.        Trade Debt           $600

Easy Janitorial Service                Trade Debt           $500

Labels Today                           Trade Debt           $500

Employment Weekly                      Trade Debt           $500

Monster, Inc.                          Trade Debt           $500

Grainger                               Trade Debt           $500

ULINE                                  Trade Debt           $500

Ferrellgas                             Trade Debt           $400


NORTEL NETWORKS: Invests $7.3B Sale Proceeds in US Treasury Bills
-----------------------------------------------------------------
Nortel Networks Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to approve modifications to the
agreements governing the escrow of the proceeds of the sale of
their assets.  As of Feb. 25, 2014, the escrow account holds
approximately $7.3 billion, the allocation of which is the subject
of ongoing litigation before the U.S. Bankruptcy Court and a
Canadian Court.

The Debtors, the Official Committee of Unsecured Creditors, and
Ernst & Young Inc. as monitor in the Canadian proceedings, agreed
to modify the terms of the escrow agreement to provide that the
Escrow Funds should be invested directly in U.S. Treasury bills.

The decision to modify the terms of the escrow agreement followed
JP Morgan Chase Bank, N.A.'s pronouncement that it intends to
discontinue the product for the types of escrow funds allowed as
permitted investment under the escrow agreement.  JPMorgan
required the Debtors to choose an alternative type of permitted
investment under the escrow agreement or risk JPMorgan's formal
resignation as escrow agent.

The Debtors argue that their decision to alter the manner in which
the Escrow Funds are invested is grounded in sound business
judgment.  The Debtor assert that, first, over the course of their
Chapter 11 Cases, the Debtors and the other Selling Debtors have
developed an operating relationship with JP Morgan Chase Bank,
N.A., as escrow agent, that has allowed for cooperation and
continuity.  Given the number of stakeholders involved, the cost
and distraction associated with exploring other alternatives to
move the Escrow Funds to a new escrow agent at this stage in these
proceedings would be unwarranted, the Debtors' counsel, James
Bromley, Esq., at Cleary Gottlieb Steen & Hamilton LLP, in New
York, contends.  There is no assurance that other institutions
would offer more favorable arrangements, and there could be
considerable costs and resources required to negotiate and/or
document any alternative arrangements.

Mr. Bromley adds that while the change in investment would result
in fees being charged under the Escrow Agreements, JP Morgan has
voluntarily agreed to waive any fees that would exceed the yield
associated with the applicable investment, thereby ensuring that
the principal of the Escrow Funds will not be reduced by JP
Morgan?s fees.  Finally, all of the other parties to the Escrow
Agreements, including the Committee, have agreed to the forms of
the Joint Instructions, demonstrating that each party with an
economic stake in the amount of the Escrow Funds supports the
requested changes, Mr. Bromley tells the Court.

A hearing to consider approval of the motion is set for March 18,
2014, 10:00 AM (ET).  Objections are due March 11.

The Debtors are also represented by Lisa M. Schweitzer, Esq., at
CLEARY GOTTLIEB STEEN & HAMILTON LLP, in New York; and Derek C.
Abbott, Esq., Eric D. Schwartz, Esq., and Ann C. Cordo, Esq., at
MORRIS, NICHOLS, ARSHT & TUNNELL LLP, in Wilmington, Delaware.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


NPS PHARMACEUTICALS: FMR LLC Stake at 15% as of Feb. 13
-------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission on Feb. 13, 2014, FMR LLC and Edward C.
Johnson 3d disclosed that they beneficially owned 15,315,186
shares of common stock of NPS Pharmaceuticals, Inc., representing
15 percent of the shares outstanding.  The reporting persons
previously owned 12,997,042 shares as of Feb. 13, 2013.  A copy of
the regulatory filing is available for free at http://is.gd/ethopG

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS has been in the red since 2009.  It posted a net loss of
$18.73 million in 2012, a net loss of $36.26 million in 2011, a
net loss of $31.44 million in 2010, and a net loss of $17.86
million in 2009.

The Company's balance sheet at Sept. 30, 2013, showed $277.01
million in total assets, $185.18 million in total liabilities and
$91.83 million in total stockholders' equity.


NPS PHARMACEUTICALS: Wellington Mgt. Stake at 6.4% as of Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that as of Dec. 31, 2013, it beneficiallly owned 6,553,966 shares
of common stock of NPS Pharmaceuticals, Inc., representing 6.42
percent of the shares outstanding.  Wellington previously owned
5,469,898 common shares as of Setp. 30, 2013.  A copy of the
regulatory filing is available for free at:

                        http://is.gd/hihvFN

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS has been in the red since 2009.  It posted a net loss of
$18.73 million in 2012, a net loss of $36.26 million in 2011, a
net loss of $31.44 million in 2010, and a net loss of $17.86
million in 2009.

The Company's balance sheet at Sept. 30, 2013, showed $277.01
million in total assets, $185.18 million in total liabilities and
$91.83 million in total stockholders' equity.


NPS PHARMACEUTICALS: Janus Capital Stake at 5.8% as of Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Janus Capital Management LLC disclosed that
as of Dec. 31, 2013, it beneficially owned 5,942,323 shares of
common stock of NPS Pharmaceuticals, Inc., representing 5.8
percent of the shars outstanding.  A copy of the regulatory filing
is available for free at http://is.gd/AiDmem

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS has been in the red since 2009.  It posted a net loss of
$18.73 million in 2012, a net loss of $36.26 million in 2011, a
net loss of $31.44 million in 2010, and a net loss of $17.86
million in 2009.

The Company's balance sheet at Sept. 30, 2013, showed $277.01
million in total assets, $185.18 million in total liabilities and
$91.83 million in total stockholders' equity.


OASIS PETROLEUM: Moody's Ups CFR & Sr. Unsec. Notes Rating to B2
----------------------------------------------------------------
Moody's Investors Service upgraded Oasis Petroleum Inc's Corporate
Family Rating (CFR) to B1 from B2. Moody's also upgraded the
company's existing senior unsecured notes to B2 from B3. The
Speculative Grade Liquidity (SGL) rating has been affirmed at SGL-
2. The outlook is stable.

Issuer: Oasis Petroleum Inc.

Upgrades:

  Corporate Family Rating, Upgraded to B1 from B2

  Probability of Default Rating, Upgraded to B1-PD from B2-PD

  Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD5,
  71%) from B3 (LGD5, 73%)

  Multiple Seniority Shelf, Upgraded to (P)B2 from (P)B3

"Oasis Petroleum will continue to grow production, maintain its
heavily oil-weighted production mix in a strong crude price
environment, and decrease leverage on a per flowing barrel basis
in 2014," said Arvinder Saluja, Moody's Assistant Vice President.
"The rating upgrade recognizes the positive momentum Oasis is
expected to maintain."

Ratings Rationale

The B1 CFR reflects the company's rapidly growing scale, single
basin concentration, successful execution, and track record of
growing its production and reserves. The rating is supported by
its very strong returns with oil representing about 90% of
production, moderate finding and development (F&D) costs, and its
high quality, low-risk Williston Basin asset base with a large,
multi-year drilling inventory. The rating is restrained by its
single basin concentration and relatively high leverage, which
Moody's  expect to improve as production and reserves grow. Since
its initial public offering in June 2010, Oasis has rapidly grown
its scale and operations in the Williston Basin. The company's
outspend of internally generated cash continues thus causing
leverage on production and reserves at elevated levels, however
leverage is likely to improve as crude oil production climbs.

The SGL-2 rating reflects Oasis's good liquidity into early 2015.
While Moody's expect significant negative free cash flow, the
company's borrowing base credit facility has an availability of
about $1.1 billion as of December 31, 2013 which will provide
sufficient liquidity. The credit facility, which matures in April
2018, has a total commitment and a borrowing base of $1.5 billion.
The borrowing base is subject to redetermination twice per year in
April and October. The credit facility has two financial
covenants: EBITDAX to interest expense of at least 2.5x and a
current ratio of at least 1.0x. Oasis was in compliance with these
financial covenants at December 31, 2013, and Moody's expect the
company to remain well within compliance with these covenants.
There are no debt maturities prior to 2018 when the credit
facility matures. Substantially all of the company's assets are
pledged as collateral for the revolving credit facility, which may
limit potential asset sales as alternative sources of liquidity.

The size of the senior secured revolver's priority claim relative
to the senior unsecured notes results in the notes being rated one
notch beneath the B1 CFR under Moody's Loss Given Default
Methodology.

The stable outlook reflects expected declining leverage as Oasis
continues to grow its production and reserves and successfully
executes its drilling and development program. Moody's could
upgrade the ratings if average daily production approaches 60
mboe/d, while maintaining leverage on production of $40,000 and a
leveraged full-cycle ratio (LFCR) of at least 2.0x. Moody's could
downgrade the ratings if Oasis experiences a deterioration of
operating performance resulting in a LFCR below 1.5x or if RCF /
debt approaches below 20%.

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

Oasis Petroleum Inc. is an independent E&P company headquartered
in Houston, Texas.


OBLOCK S.A.: BoNY to Hold Foreclosure Sale on March 28
------------------------------------------------------
Pursuant to a Judgment of Foreclosure and Sale dated December 13,
2013, in the case, NYCTL 1998-2 TRUST AND THE BANK OF NEW YORK
MELLON, as Collateral Agent and Custodian for the NYCTL 1998-2
Trust, v. THE OBLOCK S.A. LTD., et al., Defendants, pending in
Supreme Court in Queens County, Nora Constance Marino, Esq., as
referee, will sell at public auction on March 28, 2014 at 10:00
a.m., in Courtroom #25 of the Queens County Courthouse, 88-11
Sutphin Boulevard, Jamaica, New York, the the lot commonly known
as (No#) 149th Avenue, Queens, New York, including the buildings
and improvements.

The approximate amount of lien on the property is $8,761.09 plus
interest and costs.

The Plaintiff is represented by:

     Jamie C. Krapf, Esq.
     ROSENBERG & ESTIS, P.C.
     733 Third Avenue
     New York, NY 10017


OCTAVIAR ADMINISTRATION: Chapter 15 Case Summary
------------------------------------------------
Chapter 15 Petitioners: Katherine Elizabeth Barnet and William
                        John Fletcher

Chapter 15 Debtor: Octaviar Administration Pty Ltd.
                   5-7 Hicks Street
                   Southport
                   Queensland 4215

Chapter 15 Case No.: 14-10438

Type of Business: Travel and Tourism

Chapter 15 Petition Date: February 27, 2014

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

Chapter 15 Petitioner's Counsel: Howard Seife, Esq.
                                 CHADBOURNE & PARKE LLP
                                 30 Rockefeller Plaza
                                 New York, NY 10112
                                 Tel: (212) 408-5361
                                 Fax: (212) 541-5369
                                 Email: hseife@chadbourne.com

Estimated Assets: $50 million to $100 million

Estimated Debts: More than $1 billion


OHCMC-OSWEGO: Section 341(a) Meeting Scheduled for March 20
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of OHCMC-Oswego,
LLC, will be held on March 20, 2014, at 3:00 p.m. at 219 South
Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802,
Chicago, Illinois 60604.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Naperville, Illinois-based OHCMC-Oswego, LLC, filed a Chapter 11
bankruptcy petition (Bankr. N.D. Ill. Case No. 14-05349) in
Chicago on Feb. 19, 2014, with plans to sell its assets.   Camille
O. Hoffmann signed the petition as president of managing and sole
member.  The Debtor estimated assets and debts of at least $10
million.  Freeborn & Peters LLP serves as the Debtor's counsel.
The Hon. Carol A. Doyle presides over the case.

The Debtor is an Illinois limited liability company that was
formed on July 12, 2005 to, inter alia, acquire, develop and sell
a series of real estate developments.  The Debtor is wholly owned
by Oliver-Hoffman Corporation.  The Debtor's principal place of
business is located at 3108 S. Rt. 59, Ste. 124-373, Naperville,
Illinois.


ORBITAL SCIENCES: Moody's Affirms 'Ba1' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has revised the rating outlook of
Orbital Sciences Corporation to stable from negative and affirmed
the company's Ba1 Corporate Family Rating. Concurrently, the
Speculative Grade Liquidity rating has been raised to SGL-1 from
SGL-2. These changes follow successful completion of Orbital's
CRS-1 mission to the International Space Station (ISS) and the
strong free cash flows that should follow.

Ratings:

Corporate Family, affirmed at Ba1

Probability of Default, affirmed at Ba2-PD

$300 million first lien revolver due 2017, affirmed at Ba1, LGD3,
to 34% from 33%

$150 million first lien term loan due 2017, affirmed at Ba1, LGD3,
to 34% from 33%

Speculative Grade Liquidity, to SGL-1 to SGL-2

Rating Outlook, to Stable from Negative

Ratings Rationale

Restoration of the company's stable rating outlook, which had been
at negative since April 2012, reflects successful conclusion of
Orbital's first cargo resupply mission (CRS-1) to the
International Space Station for NASA, solidifying the company's
position as one of only two vendors who will perform such
missions. Beyond business with NASA, the Antares rocket that
Orbital developed for CRS represents revenue opportunity in
defense and commercial end markets as well. Moreover, the Obama
Administration's recently announced plan to extend the ISS life
until at least 2024 from 2020, adds CRS mission possibilities,
beyond the existing, eight mission and $1.9 billion fixed price
CRS contract that Orbital holds. Following success of CRS-1,
progression onto scheduled CRS missions two through eight and the
more cash generative phase of the CRS contract now seems likely,
which should return Orbital's cash flow based credit metrics to
the levels enjoyed before 2010 when commencement of the CRS-
related development work began to build receivables.

Expectation of robust cash flows ahead also drove the Speculative
Grade Liquidity rating change to SGL-1 from SGL-2, denoting strong
rather than just good liquidity. Liquidity strength stems from
presence of a large, undrawn revolving credit facility,
expectation of more than $100 million of free cash flow annually,
a wide degree of financial covenant headroom, and a cash balance
that materially exceeds the company's debt.

The Corporate Family Rating of Ba1 has been affirmed. The rating
recognizes a conservative financial policy, good returns, high
backlog and much cash flow potential. Moody's expects strong
metrics such as debt/EBITDA of around 1.5x, ROA>5%, total backlog
to revenues>3x and FCF/debt>40%. Although the $1.3 billion revenue
base is rather modest when compared to other similarly rated
aerospace/defense sector peers and high contract concentration
exists, Orbital's strong track record in the small/medium class
launch and missile systems niche as well as an important prime
contractor position with NASA add significance.

Upward rating momentum would depend on greater revenue scale,
continuation of strong credit measures and a robust liquidity
profile. Downward rating momentum would follow a large contract
loss, expectation of debt/EBITDA>3x, or only adequate liquidity.

The principal methodology used in this rating was the Global
Aerospace and Defense published in June 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.


ORCHARD SUPPLY: Modified Plan of Liquidation Declared Effective
---------------------------------------------------------------
OSH 1 Liquidating Corporation., et al., formerly known as Orchard
Supply Hardware Stores Corporation, et al., notified the U.S.
Bankruptcy Court for the District of Delaware that the Effective
Date of their Modified First Amended Plan of Liquidation occurred
on Feb. 24, 2014.

The Court approved adequacy of information in the Disclosure
Statement on Nov. 13, 2013, and the Court confirmed on Dec. 20,
the Debtors' Modified First Amended Plan.

As reported in the Troubled Company Reporter, the Debtors on Aug.
30, 2013, completed the sale of a majority of their assets to
Orchard Supply Company, LLC, a Delaware limited liability company
affiliated with Lowe's Companies, Inc.

A copy of the Plan, as confirmed by the Bankruptcy Court, is
available at http://is.gd/ize6L8and the Confirmation Order is
available at http://is.gd/nxmGGn

The Plan provides for the appointment of a Responsible Person for
the sole purpose of liquidating and distributing the remaining
assets of the Debtors, and a GUC Trustee for the sole purpose of
reconciling and distributing the GUC Trust Assets to the GUC Trust
Beneficiaries. Neither the Responsible Person nor the GUC Trust
will engage in any business activities other than winding down the
remaining affairs of the Debtors.

Other than Administrative Expense Claims, Priority Tax Claims and
Other Priority Claims, the claims and interests in the Debtors are
divided into four classes. The Plan generally provides for payment
in full, in cash, to holders of Class 2 Other Secured Claims.
Holders of Class 3 General Unsecured Claims are entitled to
receive a pro-rata portion of the GUC Trust Assets. Holders of
Class 1 Senior Secured Term Loan Claims are entitled to receive a
pro rata portion of any proceeds that remain after the payment and
full satisfaction of Administrative Expense Claims, Priority Tax
Claims, Claims in Class 2 and Claims in Class 3.  Claims in Class
4 consist of the Company's equity interests, which will receive no
distribution and will be deemed cancelled on the Effective Date.
The Existing Equity Interests consist of Authorized and
Outstanding Shares of Series A Preferred Stock, Class A Common
Stock, Class B Common Stock and Class C Common Stock will be
deemed cancelled upon the Effective Date.

                      About Orchard Supply

San Jose, Calif.-based Orchard Supply Hardware Stores Corporation,
which operates neighborhood hardware and garden stores focused on
paint, repair and the backyard, and two affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16,
2013, to facilitate a restructuring of the company's balance sheet
and a sale of its assets for $205 million in cash to Lowe's
Companies, Inc., absent higher and better offers.  In addition to
the $205 million cash, Lowe's has agreed to assume payables owed
to nearly all of Orchard's supplier partners.

At the outset of bankruptcy, Orchard had 89 stores in California
and two in Oregon.  Orchard was 80.1 percent owned by Sears
Holdings Corp. until spun off in December 2011.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors appointed in case
has retained Pachulski Stang Ziehl & Jones LLP as counsel, and
Alvarez & Marsal as financial advisors.

Lowe's Cos. completed the $205 million acquisition of 72 of
Orchard Supply's 91 stores.

The Company changed its name to OSH 1 Liquidating Corporation and
reduced the size and simplified the structure of the Board of
Directors effective as of Aug. 20, 2013.


ORMET CORP: Court Approves Termination of Evercore's Employment
---------------------------------------------------------------
U.S. Bankruptcy Judge Mary Walrath approved a settlement agreement
between Ormet Corp. and Evercore Group LLC.

The agreement calls for the termination of Evercore Group as the
company's financial and investment banker effective Dec. 31, 2013.

Under the deal, Ormet won't be required to pay the firm certain
fees, including so-called "financing fees" and fees that should be
paid by the company as a result of any future transaction
regardless of whether it is consummated within nine months of the
termination.

                       About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet emerged from a prior bankruptcy in April 2005.  Lender
Wayzata Investment Partners LLC is among existing owners.  Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.

In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.

In December 2013, Ormet completed a previously approved sale of
its alumina smelter in Burnside, Louisiana, to Almatis Inc. for
$39.4 million.  There was no auction.  Completion of a court-
approved sale of the business to lender and part owner Wayzata
Investment Partners LLC became impossible when Ohio utility
regulators refused in October to grant reductions in electricity
prices. Wayzata would have acquired the business largely in
exchange for debt.

Ormet also has sold 32,000 metric tons of alumina for $8.4 million
to Glencore AG, and its rights and interests in and to 17,086 MT
baked carbon anodes, located at the Debtors' Hannibal, Ohio
location, and its rights and interest in and to 34,755 MT baked
carbon anodes, located in a storage in Baltimore, Maryland, to
Alcoa Materials Management, Inc.


OVERSEAS SHIPHOLDING: Plan Support Deal Wins More Lender Support
----------------------------------------------------------------
Overseas Shipholding Group, Inc., said in court papers dated
Feb. 19 that:

     -- on Feb. 14, three additional lenders under the Debtors'
pre-bankruptcy credit agreement holding approximately $107 million
in claims under the Credit Agreement had acceded to the Plan
Support Agreement since the Debtors filed their "Motion for an
Order Authorizing the Debtors' Entry into and Performance Under a
Plan Support Agreement", such that Consenting Lenders holding
approximately 68% of claims under the Credit Agreement were
parties to the Plan Support Agreement; and

     -- since Feb. 14, three additional lenders under the Credit
Agreement holding approximately $61 million in claims under the
Credit Agreement have acceded to the Plan Support Agreement, such
that Consenting Lenders holding approximately 72% of claims under
the Credit Agreement are now parties to the Plan Support
Agreement.

OSG is seeking Bankruptcy Court approval of the Plan Support
Agreement.

As reported by the Troubled Company Reporter, the Debtors entered
into the Plan Support Agreement on Feb. 12, with certain of the
lenders holding an aggregate of approximately 60% of amounts
outstanding under the Company's $1.5 billion credit agreement,
dated as of Feb. 9, 2006.

The Plan Support Agreement requires the Consenting Lenders to
support and vote in favor of a proposed plan of reorganization of
the Debtors consistent with the terms and conditions set forth in
the term sheet attached as an exhibit to and incorporated into the
Plan Support Agreement.

The Term Sheet, provides, among other things, that pursuant to the
Plan, creditors' allowed claims against the Debtors other than
claims under the Credit Agreement, will be paid in full, in cash,
including post-petition interest, and holders of equity interests
and claims subordinated pursuant to section 510(b) of the
Bankruptcy Code would receive a combination of stock and warrants
of reorganized OSG valued at $61.4 million, subject to dilution on
account of a management and director incentive program and a
Rights Offering.

Under the Plan reflected in the Term Sheet, holders of claims
arising out of the $1.5 billion Credit Agreement will receive
their pro rata share of stock and warrants of the reorganized OSG.
In addition, the Term Sheet provides that under the Plan, the
7.50% unsecured notes due in 2024, issued by OSG and the 8.125%
senior notes due in 2018, issued by OSG will be reinstated,
following payment of outstanding interest.

The Term Sheet further provides that pursuant to the Plan, the
Company will raise $150 million through the Rights Offering of
stock and warrants of reorganized OSG to the holders of claims
arising out of the Credit Agreement, which Rights Offering will be
back-stopped by the Consenting Lenders or their designees. The
Plan further contemplates that the Company will raise $625 million
in secured exit financing. The proceeds of the Rights Offering and
such exit financing will enable the Debtors to satisfy the secured
claims of the Export-Import Bank of China -- CEXIM -- in full, in
cash.  As a result, the Debtors will withdraw their motion for
authorization to sell the vessels over which CEXIM has security
interests.

The Debtors previously disclosed that they entered into one of
five "stalking horse" asset sale agreements with Shipco 1, L.L.C.,
Shipco 2, L.L.C., Shipco 3, L.L.C., Shipco 4, L.L.C. and Shipco 5,
L.L.C, respectively, for the sale of certain of the Debtor
Sellers' assets, including five vessels that are collateral for
secured financing provided by the Export-Import Bank of China for
a total cash purchase price of $255 million.

The Consenting Lenders may terminate the Plan Support Agreement
under certain circumstances, including, but not limited to, if the
Debtors fail to achieve certain milestones for seeking
confirmation and effectiveness of the Plan within certain time
periods specified in the Plan Support Agreement including, inter
alia:

     -- filing a Plan and disclosure statement with the
        Bankruptcy Court by March 7, 2014,

     -- the entry of an order by the Bankruptcy Court approving
        the disclosure statement by May 16, 2014, and

     -- the entry of an order by the Bankruptcy Court confirming
        the Plan by June 20, 2014.

The Debtors may terminate the Plan Support Agreement under certain
circumstances, including, but not limited to, if the Debtors, in
the exercise of their fiduciary duty, (i) reasonably determine
that the Plan is not in the best interests of the Debtors' estates
or (ii) receive an unsolicited proposal for an alternative plan
that the Debtors reasonably determine to be more favorable to the
Debtors' estates than the Plan.

A hearing to consider approval of the Plan Support Agreement is
scheduled for March 20, 2014, at 9:30 a.m.  Objections were due
Feb. 26.

The Debtors on Feb. 12 filed with the U.S. Securities and Exchange
Commission a copy of:

     -- the Plan Term Sheet, see http://is.gd/7tDORB

     -- the Bank Term Sheet Sources & Uses Subject to Future
        Public Disclosure, dated Feb. 7, see http://is.gd/v7hqJY

     -- the Restricted Holder Disclosure Document, dated Feb. 6,
        see http://is.gd/iusrWN

                   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.


PACIFICA INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pacifica Investment Group
        1901 Dunsmuir Street
        Oxnard, CA 93035

Case No.: 14-10385

Chapter 11 Petition Date: February 28, 2014

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

Judge: Hon. Robin Riblet

Debtor's Counsel: Donald E Iwuchuku, Esq.
                  LAW OFFICES OF DONALD IWUCHUKWU
                  21550 Oxnard St 3rd Floor
                  Woodland Hills, CA 91367
                  Tel: 213-380-4144
                  Fax: 213-380-6061
                  Email: donaldiwuchuku@gmail.com

Total Assets: $2.15 million

Total Liabilities: $1.95 million

The petition was signed by Salvador Vasquez, president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb1410385.pdf


PERPETUAL ENERGY: S&P Revises Outlook and Affirms 'CCC+' CCR
------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Alberta-based exploration and production (E&P) company Perpetual
Energy Inc. to stable from developing.  At the same time, Standard
& Poor's affirmed its 'CCC+' long-term corporate credit and senior
unsecured debt ratings.  The '4' recovery ratings on the unsecured
notes is unchanged, and indicates S&P's expectation of average
(30%-50%) recovery in a default scenario.

"The outlook revision reflects our expectation that growing
liquids production and modest crude prices will benefit
Perpetual's cash flow such that it would be able to fund its 2014
capital expenditures with its internally generated cash flow,"
said Standard & Poor's credit analyst Aniki Saha-Yannopoulos.  S&P
also expects the company will be able to pay off its C$160 million
convertible debt maturity in 2015 if it successfully executes its
planned C$100 million asset sale in 2014.  S&P acknowledges that
should Perpetual be unable to sell its assets, it would need to
refinance part of the convertible debt.  However, given the
company's track record and the way it was managed in the past, S&P
believes it will successfully address the 2015 debt maturity
without any deterioration in its financial risk profile.

The 'CCC+' corporate credit rating on Perpetual reflects S&P's
view of the company's operations in the highly cyclical and
capital-intensive exploration and production sector, its small
reserve and production size, high levered costs and "less than
adequate" liquidity.  S&P believes Perpetual is vulnerable to
current business conditions; any deterioration in realized liquid
prices or decline in liquids production from S&P's forecast levels
will pressure the ratings on the company.

The stable outlook reflects Standard & Poor's expectation that
Perpetual will successfully address the 2015 convertible maturity,
either through asset sales or refinancing.  S&P also expects that
the company will fund its capex with internally generated cash
flow through 2014.

A negative rating action could occur if Perpetual is unsuccessful
in addressing the convertible debt maturity in 2015 or the
company's liquidity transitions to "weak."  Based on S&P's
projections, it believes the company needs to complete its
C$100 million asset sales to pay down its C$160 million
convertible debentures that mature in 2015 or partially refinance
the converts to address the 2015 maturity.  An inability to sell
assets or access additional funds to meet financial commitments
would significantly squeeze liquidity.

S&P would consider a positive rating action if Perpetual's debt-
to-EBITDAX improves below 5.5x and liquidity improves to and stays
at "adequate".  This would be possible if the company improves its
cash flow through either increasing its liquids production or if
liquids price are materially higher than forecast.  However, given
S&P's assumptions about its near-term prospects, it believes
Perpetual will be challenged to improve its liquidity within the
next 12-18 months.


PHOENIX COS: Indenture Amendments Extend SEC Report Deadline
------------------------------------------------------------
The Phoenix Companies, Inc. on Feb. 28 provided full year 2013
unaudited statutory results for its principal operating
subsidiary, Phoenix Life Insurance Company (PLIC), and fourth
quarter and full year 2013 estimated operating metrics.

"Phoenix demonstrated strength across our business in 2013," said
James D. Wehr, president and chief executive officer.  "Mortality,
persistency and investment results were solid for the year, and
sales of our core annuity product line were nearly $700 million.
Although our statutory surplus declined, we managed our capital to
maintain financial strength and flexibility for both the holding
company and life companies.  At the same time, the company's GAAP
restatement continues to be a significant undertaking, and we
remain committed to completing it by the end of March."

FULL YEAR 2013 STATUTORY RESULTS FOR PHOENIX LIFE INSURANCE
COMPANY

PLIC on Feb. 28 filed its unaudited statutory financial results
for the year ended Dec. 31, 2013 with the New York Department of
Financial Services.  The following are highlights from that
filing:

FOURTH QUARTER AND FULL YEAR 2013 ESTIMATED OPERATING METRICS FOR
THE PHOENIX COMPANIES, INC.

The following are currently estimated operating metrics for the
fourth quarter and full year 2013 for The Phoenix Companies, Inc.:

YEAR-OVER-YEAR CHANGE TO PHOENIX LIFE INSURANCE COMPANY STATUTORY
SURPLUS AND ASSET VALUATION RESERVE

PLIC's statutory surplus and asset valuation reserve was $735.2
million at Dec. 31, 2013 and $922.5 million at Dec. 31, 2012.  The
change in statutory surplus and asset valuation reserve primarily
reflects the following actions in 2013:

The principal components of the net prior period adjustments are
reductions for an increase in taxes owed resulting from
underreporting of taxable income in prior periods, primarily in
partnership investments, a decrease in net investment income, and
the establishment of a reserve arising from a 1996 class action
lawsuit settlement, partially offset by a decrease in the incurred
but not reported claim reserve and an increase in a deferred tax
asset.

The Phoenix Companies, Inc. on Feb. 28 advised that the 2013
unaudited statutory financial results for its insurance company
subsidiaries filed with their domiciliary state insurance
regulators should be relied upon as the most current assessment of
their respective financial conditions.

The Phoenix Companies, Inc. noted that statutory results of its
insurance company subsidiaries are not indicative of, and are not
a replacement for, its consolidated GAAP results.  Variances
between the statutory financial results of its insurance company
subsidiaries and their or The Phoenix Companies, Inc.'s GAAP
financial information are likely to be material.

Due to the differences between the statutory and GAAP accounting
principles, the statutory adjustments discussed above may not be
the same as the adjustments made to the GAAP financial statements
as a result of the restatement, and such differences could be
material.

RESTATEMENT AND FILING OF GAAP FINANCIAL STATEMENTS

As previously reported, The Phoenix Companies, Inc. is restating
historical annual and interim GAAP financial statements and has
not yet filed with the Securities and Exchange Commission (SEC)
its third quarter 2012 Form 10-Q and its subsequent periodic
reports.

On Jan. 17, 2014, the company said it expects to file its 2012
Form 10-K with the SEC by March 31, 2014 and become a timely SEC
filer with the filing of its second quarter 2014 Form 10-Q.  The
2012 Form 10-K will contain audited financial statements for the
years ended Dec. 31, 2012, 2011 and 2010 and interim unaudited
financial statements for each quarter during 2012 and 2011.  It
also will restate and correct selected financial data for each of
the years ended Dec. 31, 2011, 2010, 2009 and 2008.

On Feb. 28, 2014, the company filed a Notification of Late Filing
on Form 12b-25 with the SEC disclosing that it will not file its
2013 Form 10-K on or before the March 17, 2014 due date and that
it does not expect to file it within the fifteen day extension
period offered by Rule 12b-25 of the Securities Exchange Act of
1934, as amended.

BONDHOLDER SOLICITATION

On Feb. 20, 2014, the company reported that it had received the
consent of bondholders holding the majority in principal amount of
its 7.45% Quarterly Interest Bonds Due 2032 to amend the indenture
governing the bonds and provide a related waiver.  The amendments
to the terms of the indenture, executed on Feb. 21, 2014, allow
the company to extend to March 16, 2015 the deadline for all SEC
reports required to be delivered to the bond trustee prior to that
date.

                            About Phoenix

The Phoenix Companies, Inc. -- http://www.phoenixwm.com-- helps
financial professionals provide solutions, including income
strategies and insurance protection, to families and individuals
planning for or living in retirement.  Founded as a life insurance
company in 1851, Phoenix offers products and services designed to
meet financial needs in the middle income and mass affluent
markets.  Its distribution subsidiary, Saybrus Partners, Inc.
offers solutions-based sales support to financial professionals
and represents Phoenix's products among key distributors,
including independent marketing organizations and brokerage
general agencies.  Phoenix is headquartered in Hartford,
Connecticut, and its principal operating subsidiary, Phoenix Life
Insurance Company, has its statutory home office in East
Greenbush, New York.


PICCADILLY RESTAURANTS: No Quick Exit; Yucaipa Appeals Plan Order
-----------------------------------------------------------------
Piccadilly Restaurants LLC and its affiliated Debtors were dealt a
setback last week in their bid to exit Chapter 11 when Yucaipa
Corporate Initiatives Fund I, L.P., commenced an appeal to the
Bankruptcy Court order approving a plan of reorganization for the
Debtors.

On Thursday, Yucaipa -- a majority holder of equity interests in
debtor Piccadilly Investments, LLC, and a general unsecured
creditor on account of its so-called management services fee
claim, which has been scheduled by the Debtors in the amount of
$452,791.18 -- filed a notice of appeal of the Court's order
confirming the chapter 11 plan for the Debtors, as well as a
motion for stay pending the appeal.

On Friday, Yucaipa asked the Court to consider the Motion for Stay
at the earliest date available, and require that any responses be
filed prior to the hearing.

Yucaipa said it intends to argue that the Court erred in its legal
and factual ruling that the Plan was fair and equitable under
Bankruptcy Code sections 1129(b)(1) and 1129(b)(2)(C)(i).

Bankruptcy Judge Robert Summerhays held a confirmation hearing to
approve the Plan on Jan. 13, 14, and 15, 2014.  On Feb. 13, he
entered his "FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER
CONFIRMING THE FIRST AMENDED JOINT CHAPTER 11 PLAN OF PICCADILLY
INVESTMENTS, LLC, PICCADILLY RESTAURANTS, LLC, AND PICCADILLY FOOD
SERVICE, LLC."  A copy of the order is available at no extra
charge at:

    http://bankrupt.com/misc/PICCADILLYRESTAURANTSplanorder.PDF

The Plan is co-proposed by Atalaya Administrative LLC, Atalaya
Funding II, LP, Atalaya Special Opportunities Fund IV, LP (Tranche
B), Atalaya Special Opportunities Fund (Cayman) IV LP (Tranche B),
and the Official Committee of Unsecured Creditors.

As reported by the Troubled Company Reporter, the Plan proposes to
convert $9 million of secured debt to Atalaya for 100% of the
equity of the reorganized Debtor, with the remaining $19 million
secured claim to be paid off with a term note.  Unsecured
creditors with claims of $4.5 million to $7 million are impaired
although they are estimated to recover approximately 100%, with
payment from $1 million allocated by the Plan Proponents plus
proceeds from a $4,750,000 note.  Yucaipa, the 100% owner, will be
wiped out.

The Committee has said in court papers that Yucaipa's equity
interests are limited to PR Class 8, the only class of equity
interests in Piccadilly Restaurants LLC.  "As such, no class of
interests with similar legal rights to those of PR Class 8 exists
because there are no other classes of interests in Piccadilly
Restaurants, LLC. Accordingly, the Plan cannot and does not
unfairly discriminate against Yucaipa's PR Class 8 equity
interests," the Committee stated.

Cancellation of Yucaipa's equity interests, according to the
Committee, is fair and equitable because the value of the Debtors'
estates does not extend beyond unsecured creditors.  Cancellation
of equity interests where equity is found to have no value is
appropriate.

The Plan was filed after a year of protracted negotiations among
the Committee, Atalaya and Yucaipa, all of which are informed,
sophisticated parties.  "During the process, Yucaipa was never
itself willing to inject sufficient funds to preserve its equity
interests.  Yucaipa cannot now claim that preservation of such
equity has value," the Committee said.

Atalaya said in a court filing dated Jan. 31, 2014, that the only
objection raised by Yucaipa to confirmation of the Plan is that
the Plan does not meet the "fair and equitable" requirements of
Section 1129(b).  According to Atalaya, Yucaipa's argument is
based entirely upon valuation.  Atalaya denied Yucaipa's assertion
that because the value of the Debtors' business exceeds the amount
of claims against the Debtors that would have to be satisfied,
Atalaya's conversion of debt to 100% of the equity the Debtors
somehow allows Atalaya a recovery of more than the value of its
claim against the Debtors.

Atalaya stated, "The most credible evidence adduced at the
confirmation hearing established that the value of the Debtors'
business is far less than the amount of creditor claims.
Uncontroverted evidence established that the amount of claims
against the Debtors that would have to be satisfied exceeds
$56 million.  As a result, in light of the valuation evidence
. . . the value of Yucaipa's equity interest in the Debtors is $0,
and therefore, by definition, Yucaipa is receiving 'the value of
[it's] interest' in accordance with Section 1129(B)(2)(C)(i).
Likewise, because the evidence conclusively demonstrated that
Yucaipa's equity interest has no value, Atalaya's conversion of
$9 million of debt to 100% of the equity in the reorganized
debtors could never result in Atalaya receiving more than the
amount of its claims against the Debtors.  To the contrary, as of
the effective date of the Plan, Atalaya's secured debt will be
reduced from $35.8 million to $26.8 million, with the conversion
of $9 million of debt to equity in the reorganized debtors.  The
evidence adduced at the confirmation hearing demonstrates that
Atalaya is converting debt to equity of a company that has no
equity value at the time of the conversion."

On Feb. 3, 2014, Yucaipa filed a memorandum in support of its
objection to the Plan, saying that Piccadilly's enterprise value
range has a midpoint of $54 million, meaning that there is
substantial equity value in Piccadilly.  Yucaipa insisted that
because the Plan provides no recovery to equity holders and
instead awards Atalaya this equity value, it is not fair and
equitable and violates Bankruptcy Code sections 1129(b)(1) and
1129(b)(2)(C)(i).

In papers filed last week, Yucaipa asked the Bankruptcy Court to
grant its request for stay or any other appropriate relief while
the subject of the appeal is pending; and find that a supersedeas
bond is not a prerequisite to obtaining a stay.  Yucaipa said the
appeal will not harm the reorganized Debtors, Atalaya, or any
other party in interest.  Yucaipa also contends that even if the
Plan effective date occurs, it should not render the appeal of the
Confirmation Order equitably moot.

Yucaipa said it is prepared to present on appeal that the
valuation produced by Deloitte Financial Services for Atalaya is
based on financial projections "built upon unfounded and incorrect
assumptions that overstate negative trends in guest count and
average check and understate positive trends, which artificially
depresses Piccadilly?s enterprise value."  Yucaipa said Atalaya
provided inadequate evidentiary support for these assumptions
given their foundational role in the discounted cash flow analysis
of the Atalaya Report.  Thus, the Court?s reliance on the Atalaya
Report to find that the Plan does not violate the fair and
equitable requirements of Bankruptcy Code section 1129(b), despite
the flawed assumptions on which the Atalaya Report relies, is
error.

Yucaipa also intends to show that the Court erred as matter of law
by dismissing and not addressing the objection to Atalaya's claim
because the Court found Piccadilly to have a $32 million
enterprise value.  The Court, Yucaipa argues, should have
considered the merits of the Claim Objection because it is a
violation of the fair and equitable requirement of Bankruptcy Code
section 1129(b) for Atalaya to receive a recovery that exceeds the
value of its actual claim.   Moreover, a reduction of Atalaya?s
allowed claim will result in a reduced debt load for the company,
which benefits all other parties in interest, including Yucaipa as
both an unsecured creditor and holder of interests in Piccadilly
Investments.

A copy of Yucaipa's Feb. 27 Motion is available at no charge at:

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

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fla. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A., represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  R. Patrick
Vance, Esq., and Elizabeth J. Futrell, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, LLP, represent the Debtors
in their restructuring efforts.  BMC Group, Inc., serves as claims
agent, noticing agent and balloting agent.  In its schedules,
Piccadilly Restaurants disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

Jeffrey L. Cornish serves as the Debtors' consultant.
Postlethwaite & Netterville, PAC, serve as their independent
auditors, accountants and tax consultants.  GA Keen Realty
Advisors, LLC, serve as the Debtors' special real estate advisors
while FTI Consulting, Inc., as their financial consultants.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by Holland & Knight, LLP's Brent R. McIlwain, Esq., and Robert W.
Jones, Esq., in Dallas, Texas.

The United States Trustee for Region 5 has appointed seven members
to the official committee of unsecured creditors in the Debtors'
Chapter 11 cases.  The Committee sought and obtained Court
approval to employ Frederick L. Bunol, Esq., and Albert J. Derbes,
IV, Esq., of Derbes Law Firm, LLC., as attorneys.  Greenberg
Traurig LLP also serves as counsel for the Committee while
Protiviti Inc. serves as financial advisor.

Counsel for Yucaipa Corporate Initiatives Fund I, L.P., are:

         Tristan Manthey, Esq.
         HELLER, DRAPER, PATRICK & HORN, L.L.C.
         650 Poydras Street, Suite 2500
         New Orleans, LA 70130
         Telephone: 504-299-3300
         Facsimile: 504-299-3399
         E-mail: tmanthey@hellerdraper.com

              - and -

         Thomas Walper, Esq.
         Daniel J. Harris, Esq.
         MUNGER, TOLLES & OLSON, LLP
         355 South Grand Avenue
         Los Angeles, CA 90071
         E-mail: thomas.walper@mto.com
                 Daniel.harris@mto.com


PICCADILLY RESTAURANTS: Court Okays Revised Fees for Protiviti
--------------------------------------------------------------
In the Chapter 11 cases of Piccadilly Restaurants LLC, et al.,
Bankruptcy Judge Robert Summerhays on Feb. 7 granted the
application of the Official Committee of Unsecured Creditors to
amend the engagement of Protiviti, Inc., nunc pro tunc to July 1,
2013.

Specifically, the Court held that Protiviti will receive $50,000
as additional compensation for work performed before July 1, 2013,
and a monthly fixed fee of $75,000 per month, nunc pro tunc to
July 1, 2013, as compensation for its services as financial
advisor to the Committee going forward, subject to the Committee's
authority to reduce such compensation should the increased fee not
continue to be justified.

Otherwise, the provisions of the Order Authorizing Employment of
Protiviti as Financial Advisor for the Official Committee of
Unsecured Creditors entered by the Court on March 11, 2013, will
remain in full force and effect.

Counsel for the Official Committee of Unsecured Creditors are:

     Shari L. Heyen, Esq.
     GREENBERG TRAURIG, LLP
     1000 Louisiana, Suite 1700
     Houston, TX 77002
     Telephone: 713-374-3564
     Facsimile: 713-374-3505
     E-mail: HeyenS@gtlaw.com

          - and -

     David B. Kurzweil, Esq.
     GREENBERG TRAURIG, LLP
     Terminus 200
     3333 Piedmont Road, NE, Suite 2500
     Atlanta, GA 30327
     Telephone: 678-553-2100
     Facsimile: 678-553-2269
     E-mail: KurzweilD@gtlaw.com

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fla. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A., represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Attorneys at
Jones, Walker. Waechter, Poitevent, Carrere & Denegre, LLP,
represent the Debtors in their restructuring efforts.  BMC Group,
Inc., serves as claims agent, noticing agent and balloting agent.
In its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

Jeffrey L. Cornish serves as the Debtors' consultant.
Postlethwaite & Netterville, PAC, serve as their independent
auditors, accountants and tax consultants.  GA Keen Realty
Advisors, LLC, serve as the Debtors' special real estate advisors
while FTI Consulting, Inc., as their financial consultants.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

The United States Trustee for Region 5 appointed seven members to
the official committee of unsecured creditors in the Debtors'
Chapter 11 cases.  The Committee sought and obtained Court
approval to employ Frederick L. Bunol, Esq., and Albert J. Derbes,
IV, Esq., of Derbes Law Firm, LLC., as attorneys.  Greenberg
Traurig LLP also serves as counsel for the Committee while
Protiviti Inc. serves as financial advisor.


PHOENIX DEVELOPMENT: Has Consent Order Dismissing Chapter 11 Case
-----------------------------------------------------------------
Bankruptcy Judge James P. Smith has signed off on a consent order
dismissing the Chapter 11 case of Phoenix Development and Land
Investment LLC.

As reported by the Troubled Company Reporter, the Debtor filed a
motion to voluntary dismiss its Chapter 11 case on July 5, 2013.
SCBT, d/b/a CBT, a division of SCBT, filed a motion to convert the
case to one under Chapter 7 and a response in opposition to the
Debtors' Motion to Dismiss on July 23.  The Debtor replied in
opposition to SCBT's Motion to Convert on Aug. 16.  No other party
in interest filed a response to either motion.

A hearing on the two motions has been continued and rescheduled on
four occasions since Aug. 3, 2013.  The latest was for Feb. 20,
2014.

Prior to the Feb. 20 hearing, however, the Debtor and SCBT agreed
that the case should be dismissed rather than converted.  SCBT
also agreed to drop its request for case conversion.

No objections were filed to the dismissal of the case.

The Debtor sought dismissal, saying there are no funds in the
bankruptcy estate to pay legal fees.

SCBT sought conversion, stating the Debtor has no way to
reorganize.  According to SCBT, converting the case to Chapter 7
would provide for a bankruptcy trustee that could litigate the
claims and, assuming any recoveries, distribute them to creditors.

Judge Smith signed the Consent Order on Jan. 31.  The Order was
entered on the docket Feb. 3.

Joseph D. Cooley III, Esq., represents SCBT.

                     About Phoenix Development

Phoenix Development and Land Investment, LLC, filed a Chapter 11
bankruptcy petition (Bankr. M.D. Ga. Case No. 13-30596) in Athens,
Georgia, on May 6, 2013.  The Watkinsville, Georgia-based company
disclosed total assets of $31.7 million and liabilities of
$4.31 million in its schedules.  The petition was signed by Conway
Broun as manager.  Ernest V. Harris, Esq., at Harris & Liken, LLP,
serves as the Debtor's counsel.

The Debtor owns a 45-acre property on Milledge Avenue and
Whitehall Road, in Athens, valued at $5.5 million and pledged as
collateral to a $4 million debt to SCB&T NA.  The Debtor's
declared assets include at least $22 million in claims against
insurance companies and the Board of Regents of Georgia.


PM FITNESS: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: PM Fitness, LLC t/a Vive Fitness
        107 River Avenue, Route 35 South
        Point Pleasant Beach, NJ 08742

Case No. 14-13485

Chapter 11 Petition Date: February 27, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: Barry W. Frost, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: 609-890-1500
                  Email: bfrost@teichgroh.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Karen Nelson Steinfield, managing
member.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb14-13485.pdf


QUALITY DISTRIBUTION: FMR LLC Stake at 14% as of Feb. 13
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission on Feb. 13, 2014, FMR LLC and Edward C.
Johnson 3d disclosed that they beneficially owned 3,856,539 shares
of common stock of Quality Distribution Inc. representing 14.322
percent of the shares outstanding.  FMR LLC previously reported
beneficial ownership of 3,351,704 shares as of March 9, 2012.
A copy of the regulatory filing is available for free at:

                         http://is.gd/Tnggw5

                      About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30 percent of the common
stock of Quality Distribution, Inc.

Quality Distribution reported net income of $50.07 million for the
year ended Dec. 31, 2012, as compared with net income of $23.43
million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $465.05
million in total assets, $503.19 million in total liabilities and
a $38.13 million total shareholders' deficit.

                        Bankruptcy Warning

According to the Company's annual report for the period ended
Dec. 31, 2012, the Company had consolidated indebtedness and
capital lease obligations, including current maturities, of $418.8
million as of Dec. 31, 2012.  The Company must make regular
payments under the ABL Facility and its capital leases and semi-
annual interest payments under its 2018 Notes.

The Company's 2018 Notes issued in the quarter ended Dec. 31,
2010, carry high fixed rates of interest.  In addition, interest
on amounts borrowed under the Company's ABL Facility is variable
and will increase as market rates of interest increase.  The
Company does not presently hedge against the risk of rising
interest rates.  The Company's higher interest expense may reduce
its future profitability.  The Company's future higher interest
expense and future redemption obligations could have other
important consequences with respect to the Company's ability to
manage its business successfully, including the following:

   * it may make it more difficult for the Company to satisfy its
     obligations for its indebtedness, and any failure to comply
     with these obligations could result in an event of default;

   * it will reduce the availability of the Company's cash flow to
     fund working capital, capital expenditures and other business
     activities;

   * it increases the Company's vulnerability to adverse economic
     and industry conditions;

   * it limits the Company's flexibility in planning for, or
     reacting to, changes in the Company's business and the
     industry in which the Company operates;

   * it may make the Company more vulnerable to further downturns
     in its business or the economy; and

   * it limits the Company's ability to exploit business
     opportunities.

The ABL Facility matures August 2016.  However, the maturity date
of the ABL Facility may be accelerated if the Company defaults on
its obligations.

"If the maturity of the ABL Facility and/or such other debt is
accelerated, we may not have sufficient cash on hand to repay the
ABL Facility and/or such other debt or be able to refinance the
ABL Facility and/or such other debt on acceptable terms, or at
all.  The failure to repay or refinance the ABL Facility and/or
such other debt at maturity would have a material adverse effect
on our business and financial condition, would cause substantial
liquidity problems and may result in the bankruptcy of us and/or
our subsidiaries.  Any actual or potential bankruptcy or liquidity
crisis may materially harm our relationships with our customers,
suppliers and independent affiliates."

                           *    *     *

As reported in the TCR on June 28, 2013, Moody's Investors Service
upgraded Quality Distribution, LLC's Corporate Family Rating to B2
from B3 and Probability of Default Rating to B2-PD from B3-PD.

The upgrade of Quality's CFR to B2 was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the B2 rating level.  The
company is in the process of integrating the bolt-on acquisitions
made in its Energy Logistics business sector since 2011.


QUALITY DISTRIBUTION: Wellington Mgt. No Longer a Shareholder
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that as of Dec. 31, 2013, it no longer owned any shares of common
stock of Quality Distribution Inc.  A copy of the regulatory
filing is available for free at http://is.gd/HDAVpj

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30 percent of the common
stock of Quality Distribution, Inc.

Quality Distribution reported net income of $50.07 million for the
year ended Dec. 31, 2012, as compared with net income of $23.43
million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $465.05
million in total assets, $503.19 million in total liabilities and
a $38.13 million total shareholders' deficit.

                        Bankruptcy Warning

According to the Company's annual report for the period ended
Dec. 31, 2012, the Company had consolidated indebtedness and
capital lease obligations, including current maturities, of $418.8
million as of Dec. 31, 2012.  The Company must make regular
payments under the ABL Facility and its capital leases and semi-
annual interest payments under its 2018 Notes.

The Company's 2018 Notes issued in the quarter ended Dec. 31,
2010, carry high fixed rates of interest.  In addition, interest
on amounts borrowed under the Company's ABL Facility is variable
and will increase as market rates of interest increase.  The
Company does not presently hedge against the risk of rising
interest rates.  The Company's higher interest expense may reduce
its future profitability.  The Company's future higher interest
expense and future redemption obligations could have other
important consequences with respect to the Company's ability to
manage its business successfully, including the following:

   * it may make it more difficult for the Company to satisfy its
     obligations for its indebtedness, and any failure to comply
     with these obligations could result in an event of default;

   * it will reduce the availability of the Company's cash flow to
     fund working capital, capital expenditures and other business
     activities;

   * it increases the Company's vulnerability to adverse economic
     and industry conditions;

   * it limits the Company's flexibility in planning for, or
     reacting to, changes in the Company's business and the
     industry in which the Company operates;

   * it may make the Company more vulnerable to further downturns
     in its business or the economy; and

   * it limits the Company's ability to exploit business
     opportunities.

The ABL Facility matures August 2016.  However, the maturity date
of the ABL Facility may be accelerated if the Company defaults on
its obligations.

"If the maturity of the ABL Facility and/or such other debt is
accelerated, we may not have sufficient cash on hand to repay the
ABL Facility and/or such other debt or be able to refinance the
ABL Facility and/or such other debt on acceptable terms, or at
all.  The failure to repay or refinance the ABL Facility and/or
such other debt at maturity would have a material adverse effect
on our business and financial condition, would cause substantial
liquidity problems and may result in the bankruptcy of us and/or
our subsidiaries.  Any actual or potential bankruptcy or liquidity
crisis may materially harm our relationships with our customers,
suppliers and independent affiliates."

                           *    *     *

As reported in the TCR on June 28, 2013, Moody's Investors Service
upgraded Quality Distribution, LLC's Corporate Family Rating to B2
from B3 and Probability of Default Rating to B2-PD from B3-PD.

The upgrade of Quality's CFR to B2 was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the B2 rating level.  The
company is in the process of integrating the bolt-on acquisitions
made in its Energy Logistics business sector since 2011.


QUALITY DISTRIBUTION: Skyline Asset Stake at 5.1% as of Feb. 16
---------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Skyline Asset Management, L.P., disclosed that as of
Dec. 31, 2013, it beneficially owned 1,360,500 shares of common
stock of Quality Distribution, Inc., representing 5.1 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/iIIwSK

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30 percent of the common
stock of Quality Distribution, Inc.

Quality Distribution reported net income of $50.07 million for the
year ended Dec. 31, 2012, as compared with net income of $23.43
million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $465.05
million in total assets, $503.19 million in total liabilities and
a $38.13 million total shareholders' deficit.

                        Bankruptcy Warning

According to the Company's annual report for the period ended
Dec. 31, 2012, the Company had consolidated indebtedness and
capital lease obligations, including current maturities, of $418.8
million as of Dec. 31, 2012.  The Company must make regular
payments under the ABL Facility and its capital leases and semi-
annual interest payments under its 2018 Notes.

The Company's 2018 Notes issued in the quarter ended Dec. 31,
2010, carry high fixed rates of interest.  In addition, interest
on amounts borrowed under the Company's ABL Facility is variable
and will increase as market rates of interest increase.  The
Company does not presently hedge against the risk of rising
interest rates.  The Company's higher interest expense may reduce
its future profitability.  The Company's future higher interest
expense and future redemption obligations could have other
important consequences with respect to the Company's ability to
manage its business successfully, including the following:

   * it may make it more difficult for the Company to satisfy its
     obligations for its indebtedness, and any failure to comply
     with these obligations could result in an event of default;

   * it will reduce the availability of the Company's cash flow to
     fund working capital, capital expenditures and other business
     activities;

   * it increases the Company's vulnerability to adverse economic
     and industry conditions;

   * it limits the Company's flexibility in planning for, or
     reacting to, changes in the Company's business and the
     industry in which the Company operates;

   * it may make the Company more vulnerable to further downturns
     in its business or the economy; and

   * it limits the Company's ability to exploit business
     opportunities.

The ABL Facility matures August 2016.  However, the maturity date
of the ABL Facility may be accelerated if the Company defaults on
its obligations.

"If the maturity of the ABL Facility and/or such other debt is
accelerated, we may not have sufficient cash on hand to repay the
ABL Facility and/or such other debt or be able to refinance the
ABL Facility and/or such other debt on acceptable terms, or at
all.  The failure to repay or refinance the ABL Facility and/or
such other debt at maturity would have a material adverse effect
on our business and financial condition, would cause substantial
liquidity problems and may result in the bankruptcy of us and/or
our subsidiaries.  Any actual or potential bankruptcy or liquidity
crisis may materially harm our relationships with our customers,
suppliers and independent affiliates."

                           *    *     *

As reported in the TCR on June 28, 2013, Moody's Investors Service
upgraded Quality Distribution, LLC's Corporate Family Rating to B2
from B3 and Probability of Default Rating to B2-PD from B3-PD.

The upgrade of Quality's CFR to B2 was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the B2 rating level.  The
company is in the process of integrating the bolt-on acquisitions
made in its Energy Logistics business sector since 2011.


QUANTUM FOODS: Section 341(a) Meeting Scheduled for March 28
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Quantum Foods LLC
will be held on March 28, 2014, at 2:00 p.m. at J. Caleb Boggs
Federal Building, 844 King St., Room 2112, Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                        About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Winston &
Strawn, City Capital Advisors, LLC and FTI Consulting, Inc.
Young, Conaway, Stargatt & Taylor, LLP, is the local counsel.
City Capital Advisors is the investment banker.  BMC Group is the
claims and notice agent.


QUANTUM FUEL: Offering 2 Million Shares at $7.05 Apiece
-------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., has priced a
registered firm commitment underwritten public offering of
2,050,000 shares of its common stock at a price to public of $7.05
per share.  Additionally, the Company has granted the underwriter
the option to purchase up to an additional 307,500 shares of its
common stock to cover over-allotments, if any.  The offering is
expected to close on or about Feb. 20, 2014, subject to
satisfaction of closing conditions.

The total gross proceeds of the offering are expected to be
approximately $14.5 million.  After deducting the underwriter's
discount and other estimated offering expenses payable by Quantum,
the net proceeds are expected to be approximately $13.3 million.
These amounts assume no exercise of the underwriter's over-
allotment option.  The Company intends to use the net proceeds of
the offering for general corporate and working capital purposes.

Craig-Hallum Capital Group LLC is acting as sole managing
underwriter of the offering.  Ascendiant Capital Markets, LLC, is
acting as financial advisor to the Company in connection with the
offering.

A registration statement relating to shares of the common stock of
Quantum has been declared effective by the Securities and Exchange
Commission on Sept. 29, 2011.  This offering is being made by
Quantum by means of a written prospectus supplement forming part
of the effective registration statement.  A copy of the final
prospectus for the offering may be obtained from Craig-Hallum
Capital Group LLC at 222 South Ninth Street, Suite 350,
Minneapolis, MN 55402, phone number (612) 334-6300.

Additional information is available for free at:

                        http://is.gd/7mRMtq

                         About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $60.64 million in total assets,
$50.27 million in total liabilities and $10.36 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


QUANTUM FUEL: Crede CG No Longer a Shareholder
----------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Crede CG III, Ltd., and its affiliates
disclosed that as of Dec. 31, 2013, they no longer owned any
shares of common stock of Quantum Fuel Systems Technologies
Worldwide, Inc.  Crede previously reported beneficial ownership of
5,696,919 shares as of May 16, 2013.  A copy of the regulatory
filing is available for free at http://is.gd/Kh9CqY

                         About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $60.64 million in total assets,
$50.27 million in total liabilities and $10.36 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


REALOGY GROUP: Debt Repricing No Impact on Moody's B2 CFR
---------------------------------------------------------
Moody's Investors Service said Realogy Group LLC's debt ratings,
including the B2 Corporate Family Rating ("CFR"), are unaffected
following Realogy's plans to reduce the pricing on its senior
secured first lien term loans.

Ratings Rationale

"Realogy's business model remains volatile and cyclical and we
expect debt to EBITDA above 5.5 times throughout 2014, although
the lowered cost of debt after the proposed term loan amendment is
a positive liquidity development," noted Edmond DeForest, Moody's
Senior Analyst.

The B2 CFR reflects Realogy's high leverage given its exposure to
residential real estate cyclicality. Moody's expects continuing
revenue and EBITDA growth, albeit at a lower growth rate in 2014,
which should improve financial metrics going forward. Exposure to
residential real estate cyclicality leads Moody's to anticipate
substantial profit and free cash flow volatility through a cycle.
Realogy has high share and its brands and presence in the largest
and wealthiest US markets are competitive advantages. However, the
residential real estate business is highly competitive, with other
nationally branded and much local competition, and there is little
sustainable product differentiation among competitors.

The stable rating outlook anticipates revenues of about $5.4
billion and EBITDA (after Moody's standard adjustments) of at
least $900 million. The outlook also incorporates the expectation
that Realogy may use a portion of its free cash flow to purchase
brokerage operations or other related residential real estate
businesses, or return cash to shareholders through dividends or
share repurchases. The ratings could be lowered if revenue or
profits decline before the company has delevered and built
liquidity to sustain it through a cyclical downturn, if Moody's
anticipates debt to EBITDA will remain about 6 times, free cash
flow will decline below $100 million per year, or EBITDA less
capital expenditures to interest expense will stay below 2 times.
More aggressive or shareholder-friendly financial policies could
also cause a downgrade. An upgrade is possible if Moody's comes to
expect more rapid deleveraging through either higher than
currently anticipated revenues, profits and free cash flow, or
debt repayment, leading to expectations for debt to EBITDA to
approach 4.5 times and free cash flow to debt of about 8%.

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


RED RHINO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Red Rhino Market Group LLC
        975 Cobb Place Blvd., Suite 310
        Kennesaw, GA 30114

Case No.: 14-54004

Chapter 11 Petition Date: February 28, 2014

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Hon. Margaret Murphy

Debtor's Counsel: Edward F. Danowitz, Jr., Esq.
                  DANOWITZ & ASSOCIATES, P.C.
                  300 Galleria Parkway, NW, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  Email: edanowitz@danowitzlegal.com

Total Assets: $0

Total Liabilities: $3.78 million

The petition was signed by Bernie Evans, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb14-54004.pdf


REPUBLIC OF TEXAS: Cannabis News Prompts Record Share Volume
------------------------------------------------------------
Republic of Texas Brands, Inc. recorded a record five year high
volume of over 7.4 million shares on Feb. 27 on news of the
company's plans in the coming months post reorganization
bankruptcy.  RTXBQ on Feb. 27 announced their intentions to be a
leader in the THC free Cannabis Market place in Texas and
surrounding states.  This will position RTXBQ as a market leader
in the Medical Marijuana market as it becomes legal in the
Southern United States.

Additionally, RTXBQ is already in various stages of negotiations
with other reputable profit generating hemp and medicinal
marijuana operations to complement the existing CHILLO product
line.  RTXBQ plans to create an umbrella of proven, high-growth
operations within this lucrative market.  Shareholders can expect
more information on these complementary operations as negotiations
allow.

           About Republic of Texas Brands Incorporated

Republic of Texas Brands Incorporated's mission is to find the
premier cannabis and hemp industry innovators, leveraging its team
of professionals to source, evaluate and purchase value-added
companies and products, while allowing them to keep their
integrity and entrepreneurial spirit.

The company filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Tex. Case No. 13-bk-36434) on Dec. 17, 2013.  The company
estimated assets of $0 to $50,000 and liabilities of $500,001 to
$1 million.  Judge Barbara J. Houser presides over the case.

The Debtor is represented by:

         Eric A. Liepins
         ERIC A. LIEPINS, P.C.
         12770 Coit Rd., Suite 1100
         Dallas, TX 75251
         Tel: (972) 991-5591
         E-mail: eric@ealpc.com


RESTORA HEALTHCARE: Meeting to Form Creditors' Panel on March 6
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 6, 2014, at 10:00 a.m. in
the bankruptcy case of Restora Healthcare Holdings, LLC, et al.
The meeting will be held at:

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

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

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

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

Restora Healthcare Holdings, LLC filed a Chapter 11 petition
(Bankr. D. Del. Case No. 14-10367) on February 24, 2014, in
Delaware.  Stuart M. Brown, Esq., at DLA PIPER LLP, serves as
counsel to the Debtor.  The Debtor estimated up to $50,000 in
assets and up to $50,000 in liabilities.  Affiliates Restora
Hospital of Sun City, LLC (Case No. 14-10369) and Restora Hospital
of Mesa, LLC (Case No. 14-10368), sought Chapter 11 protection on
the same day.


RESTORA HEALTHCARE: Section 341(a) Meeting Set for March 26
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Restora
Healthcare will be held on March 26, 2014, at 11:00 a.m. in Room
5209 of the J. Caleb Boggs Federal Building, Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Restora Healthcare Holdings, LLC, and two of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
14-10367 to 14-10369) on Feb. 24, 2014.  The petitions were signed
by George W. Dunaway as chief financial officer.  Restora
Healthcare estimated assets and debts of at least $10 million.
DLA Piper LLP (US) serves as the Debtors' counsel.


REVEL AC: Seeks Final Decree Closing Chapter 11 Cases
-----------------------------------------------------
Revel AC Inc. asked the U.S. Bankruptcy Court for the District of
New Jersey to issue a final decree closing the bankruptcy cases of
the company and its affiliates.

Michael Viscount, Esq., at Fox Rothschild LLP, in Atlantic City,
New Jersey, said the restructuring of the companies has already
been "substantially consummated."

The company's lawyer also said that the prepackaged plan provides
"clear alternatives" to the court for disposition of any remaining
disputed claims, thus, there is no need for the cases to remain
open.

Revel AC officially emerged from Chapter 11 protection on May 21,
a week after the bankruptcy court confirmed its prepackaged plan
of reorganization.

The plan would substantially reduce the company's debt load from
approximately $1.52 billion to $272 million through an exchange
of debt for equity.  Annual interest expense would also decrease
from approximately $102 million to $46 million.

A court hearing to consider the request is scheduled for March 18,
at 10:00 a.m.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

The Official Committee of Unsecured Creditor retained Christopher
A. Ward, Esq., Jason Nagi, Esq., and Jarrett Vine, Esq., at
Polsinelli PC as counsel.

Revel AC Inc. on May 21 disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11
of the United States Bankruptcy Code.  Through the restructuring
plan, which has been approved by both the U.S. Bankruptcy Court
for the District of New Jersey (Camden) and the New Jersey Casino
Control Commission, Revel has reduced its outstanding debt by
approximately $1.2 billion, or 82%, and its annual interest
expense on a cash basis by $98 million, or 96%.


REVSTONE INDUSTRIES: Has Deal Resolving PBGC's $95-Mil. Claims
--------------------------------------------------------------
Revstone Industries, LLC, its debtor affiliates and certain non-
debtor affiliates ask the U.S. Bankruptcy Court for the District
of Delaware to approve a settlement agreement with the Pension
Benefit Guaranty Corporation.

According to court papers, the settlement with PBGC, if approved
by the Court, "will represent a critical turning point" in the
Chapter 11 proceedings.  The settlement is a global resolution of
PBGC's claims totaling in excess of $95 million, which makes it
the largest creditor in the Chapter 11 cases.  The settlement will
also resolve pension-related claims asserted by the U.S.
Department of Labor against Debtor TPOP, LLC, and non-debtor
Fairfiled Castings, LLC, and provide (a) the framework for the
payment of allowed administrative expenses and priority claims and
(b) the means for distributions to be made to unsecured creditors
in the Revstone and Spara bankruptcy cases pursuant to a Chapter
11 plan.

The highlight of the settlement are as follows:

   (a) The PBGC will have an allowed general unsecured,
       non-priority claim against the Debtors and its domestic
       affiliates in the amount of $95 million.

   (b) The PBGC will accept a projected recovery of $82 million on
       account of the Allowed PBGC Claim, but in no event less
       than $80 million.

   (c) Distributions will be made to the PBGC, on the one hand,
       and Revstone and its sister company, Spara, LLC, as
       applicable, on the other hand, or into an escrow, out of
       the net available proceeds realized from asset sales at
       various Revstone and Spara subsidiaries in accordance with
       an agreed funding schedule.  The PBGC will agree to allow
       payment to be made to the Revstone and Spara estates so
       that creditors of these estates can receive distributions,
       including administrative claimants.

   (d) Certain reserves will be created to cover post-confirmation
       expenses and litigation costs.

   (e) All pending bankruptcy litigation between the parties will
       be dismissed with prejudice, and the PBGC will agree to
       support Revstone's amended Chapter 11 plan, which will
       incorporate the terms of the settlement.

   (f) TPOP and Fairfield will consent to termination of the
       pension plans -- Hillsdale Hourly Pension Plan and
       Hillsdale Salaried Pension Plan sponsored by TPOP and
       Revstone Casting Fairfield GMP Local 359 Pension Plan
       sponsored by Fairfield -- and the PBGC's trusteeship of the
       pension plans.  Upon termination of the pension plans, any
       claims filed by the pension plans against the Debtors'
       bankruptcy estates will be deemed withdrawn.

   (g) The DOL, TPOP, and Fairfield will seek entry of consent
       judgments in the litigation concerning the pension plans,
       which will state the amounts each of TPOP and Fairfield
       owes to the pension plans, concluding the litigation as to
       those two defendants only, and releasing all DOL claims
       against those two defendants, except as necessary to give
       effect to the consent judgments and the settlement.

The Debtors ask permission from the Court to file under seal an
unredacted version of the funding schedule to the PBGC settlement
agreement.  The Funding Schedule, includes, among other things,
line items that show the anticipated net proceeds from sales of
assets of certain non-debtor affiliates of Revstone and Spara that
are either pending or have yet to be negotiated.  The Debtors tell
the Court that public disclosure of the confidential commercial
information could have an adverse effect on the Debtors' and their
subsidiaries' sale efforts.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Revstone can use the settlement to help fend off an
initiative by creditors for the appointment of a Chapter 11
trustee at a hearing on Feb. 20.  As part of the settlement, the
PBGC agreed to drop its support for appointing a trustee and also
agreed to support approval of a Chapter 11 plan, Mr. Rochelle
pointed out.

Mr. Rochelle further pointed out that the PBGC already received
$21.7 million, meaning that the minimum remaining payment under
the settlement is $58.3 million.

The Court will convene a hearing on March 20, 2014, at 10:00 a.m.
(prevailing Eastern time) to consider approval of the settlement.
Objections are due March 13.

The Debtors are represented by Laura Davis Jones, Esq., David M.
Bertenthal, Esq., Maxim B. Litvak, Esq., Timothy P. Cairns, Esq.,
and Colins R. Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Wilmington, Delaware.

                 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.


RITE AID: Moody's Raises Corp. Family Rating to 'B2'
----------------------------------------------------
Moody's Investors Service upgraded Rite Aid Corporation's long
term ratings including its Corporate Family Rating to B2 from B3
and its Probability of Default Rating to B2-PD from B3-PD. Rite
Aid's SGL-2 is affirmed. The rating outlook is stable.

Rite Aid's upgrade to B2 acknowledges Moody's belief that Rite Aid
will be able to maintain debt to EBITDA below 6.5 times as a
result of improvements in operating earnings. Although Moody's
expects Rite Aid's operating income gains may modestly erode in
2014 as it expects its LIFO charge to reverse over the prior
year's credit and continues to face reimbursement pressures,
Moody's no longer expects any potential erosion in earnings to
cause debt to EBITDA to remain above 7.0 times. The upgrade also
acknowledges the improvement in Rite Aid's interest coverage as
evidenced by EBITA to interest expense improving to 1.7 times for
the twelve months ended November 30, 2013 from 1.3 times at
March 2, 2013.

The following ratings are upgraded:

Corporate Family Rating to B2 from B3

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

$650 million senior secured first lien notes due 2020 to Ba3 (LGD
2, 25%) from B1 (LGD 2, 25%)

$1.795 billion asset based revolving credit facility due 2018 to
Ba3 (LGD 2, 25%) from B1 (LGD 2, 25%)

$1.15 billion Tranche 6 first lien term loan due 2020 to Ba3 (LGD
2, 25%) from B1 (LGD 2, 25%)

$500 million second lien term loan due 2021 to B2 (LGD 4, 56%)
from B3 (LGD 4, 56%)

$470 million second lien term loan due 2020 to B2 (LGD 4, 56%)
from B3 (LGD 4, 56%)

$270 million senior secured second lien due 2019 to B2 (LGD 4,
56%) from B3 (LGD 4, 56%)

Guaranteed senior unsecured notes to Caa1 (LGD 5, 81%) from Caa2
(LGD 5, 81%)

Unguaranteed unsecured notes to Caa1 (LGD 6, 95%) from Caa2 (LGD
6, 95%)

Ratings Rationale

Rite Aid's B2 Corporate Family Rating reflects its high leverage
with debt to EBITDA likely remaining around 6.5 times over the
next twelve months. Although leverage is high, interest coverage
is adequate with EBITA to interest expense of 1.7 times. The
rating incorporates Rite Aid's mid tier competitive position as
the fourth largest drug store chain in the U.S after CVS,
Walgreen, and Walmart. Positive ratings consideration is given to
Rite Aid's good liquidity, its large revenue base, and the solid
opportunities of the prescription drug industry.

The stable outlook acknowledges Rite Aid's high level of debt and
that Moody's expect Rite Aid's operating income to modestly
contract in 2014 as its LIFO charge increases over the prior
year's credit and further reimbursement rate pressures resulting
in credit metrics remaining at levels indicative of a B2 rating.

While not anticipated in the near term, ratings could be lowered
if Rite Aid experiences a decline in earnings such that debt to
EBITDA is likely to remain above 7.0 times and EBITA to interest
expense is likely to remain below 1.25 times or should free cash
flow become persistently negative.

An upgrade would require Rite Aid's operating performance to
further improve or absolute debt levels to fall such that it
demonstrates that it can maintain debt to EBITDA below 5.5 times
and EBITA to interest expense above 1.75 times. In addition, a
higher rating would require Rite Aid to continue maintain at least
an adequate liquidity profile.

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.

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania,
operates nearly 4,600 drug stores in 31 states and the District of
Columbia. Revenues are about $25 billion.


RIVER CITY RESORT: Owner Files for Chapter 7 Bankruptcy
-------------------------------------------------------
Mike Pare, writing for the Chattanooga Times Free Press, reported
that local businessman Allen Casey on Feb. 26 filed a Chapter 7
bankruptcy petition in U.S. Bankruptcy Court in Chattanooga,
Tenn., estimating assets of $50,000 or less, and liabilities
between $1 million and $10 million.

Mr. Casey's company, River City Resort, sought Chapter 11
bankruptcy protection on Feb. 24.

The report also noted that earlier on Wednesday, a civil trial
involving Mr. Casey, who is facing a lawsuit from investors
related to downtown riverfront property, was delayed.  Mr. Casey
did not show up for the case in Hamilton County Chancery Court and
attorneys met with Chancellor W. Frank Brown in his chambers for
about 20 minutes.

According to the report, Gary Patrick, Esq., an attorney for the
investors, said after the meeting that the issues in the case are
expected to be heard at a later date.  The report noted that at a
hearing Feb. 25 in U.S. Bankruptcy Court in Chattanooga, Mr.
Patrick accused Mr. Casey of taking up to $7 million from deals
involving the riverfront property for which there is no
accounting.  Mr. Casey has denied wrongdoing.

                      About River City Resort

River City Resort, Inc., which formerly does business as Showboat
Suites, Inc., filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tenn. Case No. 14-10745) on Feb. 24, 2014.  River City Resort
owns a portion of a tract of property on the Tennessee River where
a rundown barge is moored across from the Tennessee Aquarium.

Judge Shelley D. Rucker presides over the case.  David J. Fulton,
Esq., at Scarborough, Fulton & Glass, represents the Chattanooga,
Tenn.-based Company.

In its petition, River City estimated $1 million to $10 million in
both assets and debts.  The petition was signed by Allen Casey,
president.


ROSEVILLE SENIOR: $27MM Exit Financing From MidCap Okayed
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Roseville Senior Living Properties LLC to incur
$27,000,000 in exit financing from MidCap Financial LLC, or its
affiliate.

The exit loan will be limited to 75 percent of the as-is appraised
value plus the "as complete" value of a 40-unit Memory Care
Expansion.  Of the loan amount, $2,000,000 will be held in escrow
until commencement of the Expansion Plan.

The Debtor is also authorized to (a) enter into the exit financing
term sheet; and (B) incur and pay certain fees, indemnities, costs
and expenses in connection therewith, in a capped amount not to
exceed the deposit of $50,000 without prejudice to the Debtor
requesting authorization to pay additional funds.

The loan term will be 36 months with two 12-month extension
options with a 25 basis point fee on the loan amount for each
option.

A copy of the exit financing order and term sheet is available for
free at http://is.gd/NtI2eF

As reported in the Troubled Company Reporter, the exit loan will
be secured by a first lien mortgage and assignment of leases,
rents and profits on its property known as the Terraces of
Roseville, a 198-unit independent/assisted living/memory care
facility located at 707 Sunrise Avenue, Roseville, California.

The Debtor intends to file a Plan of Reorganization and Disclosure
Statement once MidCap issues a commitment to lend.  The Exit
Financing provided for in the Term Sheet will form the basis for
funding the Debtor's proposed Plan.

The Debtor sought to seal certain Confidential Information
contained in the Term Sheet.  The Confidential Information relates
to certain risks which are necessary to properly incentivize
underwriters to provide services and lenders to consider making a
loan.

                     About Roseville Senior

Roseville Senior Living Properties, LLC, filed for Chapter 11
bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in
Newark.  Judge Donald H. Steckroth presides over the case.  Walter
J. Greenhalgh, Esq., at Duane Morris, LLP, represents Roseville
Senior Living Properties as counsel.  Friedman LLP serves as the
Debtor's accountant.

Roseville Senior Living Properties estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
In its schedules filed with the Bankruptcy Court, the Debtor
indicated total assets and total debts as "Unknown", a copy of
which is available for free at:

       http://bankrupt.com/misc/rosevillesenior.doc54.pdf

The petition was signed by Michael Edrei, managing director,
Meecorp Capital Markets, Inc.

The United States Trustee for Region 3 appointed Joseph Rodrigues,
State Long Term Care Ombudsman, California Department of Aging, as
the Patient Care Ombudsman in the Debtor's case.


ROYAL DINING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Royal Dining Catering, Inc.
        9525 Cozycroft Avenue
        Chatsworth, CA 91311

Case No.: 14-11024

Chapter 11 Petition Date: February 28, 2014

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Victoria S. Kaufman

Debtor's Counsel: Giovanni Orantes, Esq.
                  ORANTES LAW FIRM PC
                  3435 Wilshire Blvd Ste 2920
                  Los Angeles, CA 90010
                  Tel: 888-619-8222
                  Fax: 877-789-5776
                  Email: go@gobklaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Juan Carlos Saucedo, president and
chief executive officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-11024.pdf


SEQUENOM INC: S.A.C. Capital No Longer a Shareholder
----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, S.A.C. Capital Advisors, L.P., and its
affiliates disclosed that as of Dec. 31, 2013, they no longer
owned any shares of common stock of Sequenom, Inc.  A copy of the
regulatory filing is available for free at http://is.gd/ASXB0s

                           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.


SEQUENOM INC: Patrick Lee Stake at 8.1% as of Feb. 16
-----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Patrick Lee, MD, and his affiliates disclosed
that as of Dec. 31, 2013, they beneficially owned 9,394,627 shares
of common stock of Sequenom, Inc., representing 8.1 percent of the
shares outstanding.  Mr. Lee previously reported beneficial
ownership of 7,431,110 shares as of Dec. 31, 2012.  A copy of the
regulatory filing is available for free at http://is.gd/sn7ZHy

                           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.


SEQUENOM INC: Samuel Isaly No Longer Owns Common Shares
-------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Samuel D. Isaly and his affiliates disclosed
that as of Dec. 31, 2013, they no longer owned any shares of
common stock of Sequenom, Inc.  The reporting persons previously
disclosed ownership of 6,753,000 shares at Dec. 31, 2011.  A copy
of the regulatory filing is available for free at:

                         http://is.gd/26nL8J

                           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.


SHELBOURNE NORTH: Plan Investment Deal Up for Approval on March 11
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, set a trial for March 11 and 12, 2014, at 10:30
a.m. in the Chapter 11 case of Shelbourne North Water Street L.P.
The trial will, among other things, cover the plan investment
agreement developed between the Debtor and Atlas Apartment
Holdings, LLC, a major international residential developer and
apartment owner headquartered in Chicago.

The plan investment agreement provides for up to $135 million of
funding for a plan of reorganization that will pay all bona fide
claims in full.  This plan of reorganization will enable
Shelbourne to emerge from bankruptcy and with Atlas to move
forward with the Chicago Spire, the 2,000 foot high residential
building at the intersection of the Chicago River and Lake
Michigan.  Before the recession, the vertical foundations of the
tower and underground garage had been completed, as had the ramps
to lower Lake Shore Drive.

RMW Acquisition Company, LLC, RMW CLP Acquisitions, LLC and RMW
CLP Acquisitions II, LLC, object to the proposed plan investment
agreement calling it "illusory and a sham."  RMW argue that "they
represent the epitome of failure by the Debtor -- failure to
comply with any cognizable bankruptcy law that would support the
approval of the Atlas agreement, failure to evidence even the most
basic business reason why the Atlas Agreement should receive any
consideration in the bankruptcy case; and failure to tell the
Court that the proposed deal simply gives Atlas a 100% free option
and improper control of the case in return for a vague,
uncommitted, unfunded, and discretionary agreement by Atlas to
spend up to five months doing diligence on a dormant single asset
real estate project."  Brown, Udell, Pomeranz & Delrahim, Ltd.,
joined in RMW's objections.

RMW is represented by Brian L. Shaw, Esq. -- bshaw@shawfishman.com
-- and Peter J. Roberts, Esq. -- proberts@shawfishman.com -- at
SHAW FISHMAN GLANTZ & TOWBIN LLC, in Chicago, Illinois; and Lenard
M. Parkins, Esq. -- lenard.parkins@haynesboone.com -- Trevor R.
Hoffmann, Esq. -- trevor.hoffmann@haynesboone.com -- Jonathan
Hook, Esq. -- jonathan.hook@haynesboone.com -- and John D. Beck,
Esq. -- john.beck@haynesboone.com -- at HAYNES AND BOONE LLP, in
New York.

Shorge Sato, Esq., Brown, Udell, Pomeranz & Delrahim, Ltd., in
Chicago, Illinois, represented itself in the Chapter 11 case.

             About Shelbourne North Water Street L.P.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
on Oct. 10, 2013 (Bankr. D. Del. Case No. 13-12652).  The case is
assigned to Judge Kevin J. Carey.

The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

The Debtor consented on Nov. 8, 2013, to being in Chapter 11
reorganization.

FrankGecker LLP represents the Debtor in its restructuring
efforts.


SIERRA MADRE, CA: Moody's Confirms Ba1 Water Revenue Bond Rating
----------------------------------------------------------------
Moody's Investors Service has confirmed the Ba1 rating on the City
of Sierra Madre (CA) Water Enterprise's 1998 Revenue Bonds, of
which there is currently about $2.6 million outstanding. The
enterprise has an additional $7.9 million in outstanding debt not
rated by Moody's but considered in our analysis, including $6.8
million Series 2003 parity bonds. The 1998 bonds are secured by a
senior lien on the net revenues of the water enterprise.
Concurrently, Moody's have removed the rating from review. The
rating was placed under review for further possible downgrade on
December 12, 2013 in anticipation of the outcome of Proposition
218 rate increase protest. The protest failed and a rate increase
ordinance has been adopted by the city.

Summary Rating Rationale

The affirmation reflects the successful adoption of rate increases
for fiscal 2014 through 2018, effective on March 1, 2014. The Ba1
rating also incorporates several years of failure to implement
rate increases to provide sufficient debt service coverage, the
enterprise's moderately sized customer base with an above average
socioeconomic profile, as well as aging infrastructure that
requires

Strengths

-- Customer base with above average socioeconomic profile

-- Debt service reserve fully funded with cash

-- Newly adopted rate increases will result in additional
    revenues

Challenges

-- History of rate covenant violations

-- Weakened financial position with diminished reserves

-- Aging infrastructure requiring significant reinvestment

-- Historically lackluster political will to implement rate
    increases sufficient to maintain healthy operations

-- Expected rise in operating expenses tied to increased water
    purchases

-- Late implementation of adopted rate increases

What Could Move The Rating UP

-- Sustained and material improvement of debt service coverage
    leading to compliance with rate covenants

-- Significant improvement in reserves

-- Long-term stable customer growth

What Could Move The Rating Down

-- Rescinding of Proposition 218 rate increases

-- Further declines in debt service coverage

-- Loss of customers and revenue sources

-- Further violations of bond covenants significant
    improvements.


SIGMA FINANCE: Treasury, SERS, PSERS to Recoup Investment Losses
----------------------------------------------------------------
The state Treasury and the two largest state public pension
systems have reached an agreement with BNY Mellon to recover a
portion of the funds lost in connection with an investment in
Sigma Finance Inc. during the severe national economic downturn of
2007-08.

Under the settlement, BNY Mellon will pay Treasury, the State
Employees' Retirement System (SERS) and the Public School
Employees' Retirement System (PSERS) a combined $19 million.
Treasury also previously recouped $22 million in fees from BNY
Mellon during the years since the Sigma loss arose in 2008.  The
state agencies also recovered $6.4 million from Sigma.

In addition, Treasury has entered into a new custodial and an
amended securities lending agreement with BNY Mellon.

"Obviously, many public and private funds suffered significant and
permanent losses when the Great Recession hit," said state
Treasurer Rob McCord.  "We are pleased to reclaim a substantial
share of the money from this investment for Pennsylvania tax
payers."

George Gilmer, Head of Asset Servicing - Americas for BNY Mellon,
said, "We are pleased to reach an agreement with Treasury that
resolves our issues and allows us to continue our long-standing
relationship with the Commonwealth of Pennsylvania."

Losses to the three state agencies totaled $133.4 million
following Sigma's default in 2008.  Mr. McCord sought a recovery
from BNY Mellon beginning shortly after he took office in
January 2009.  The negotiations were conducted by Treasury's legal
staff on behalf of the three state parties, without expense of
outside counsel.

"I'm proud of the professionals at PSERS and SERS and our legal
counsel at Treasury who worked long and hard to ensure the best
possible deal for the public and for our retirees," Mr. McCord
said.

After Treasury reached agreement with BNY Mellon, the Boards of
SERS and PSERS approved the settlement agreement.  The agreement
was then forwarded for required legal review to the Office of
Attorney General, which approved it.

The losses involved investment of cash collateral resulting from
securities lending activity.  BNY Mellon serves as the custodial
bank and securities lending agent for commonwealth funds,
including holding all of the commonwealth's securities.  Under a
securities lending agreement, the bank can loan those securities
to third-party borrowers to facilitate certain strategies.  The
borrowers provide collateral in excess of the value of the loaned
securities, often in form of cash. BNY Mellon then invests that
cash on the commonwealth's behalf in accordance with guidelines
contained in the securities lending agreement.  The bank's
purchase of Sigma securities was made under that agreement.

The settlement averts a costly and unpredictable lawsuit and
allows the commonwealth to continue its custodial relationship
with BNY Mellon.

"While investment losses are always unfortunate, I'm pleased that
we were able to cooperate with BNY Mellon to mitigate those losses
for Pennsylvania, and continue to partner with BNY Mellon as our
custodial financial institution," Mr. McCord said.


SIMPLIFI HEALTH BENEFIT: Foreclosure Sale on March 7
----------------------------------------------------
Secured creditor, America's Choice Healthplans, LLC, will sell the
collateral owned by Simplifi ESO, LLC, Simplifi Health Benefit
Management, LLC, Simplifi Human Resource Management, LLC, Simplifi
Care Management, LLC, Simplifi Retirement Management, LLC, and/or
Simplifi Insurance Agency, LLC, at a public sale to the highest
bidder on Friday, March 7, 2014 at 4:00 p.m.

The auction will be held at the first floor lobby of Kemp,
Schaeffer & Rowe Co. at 88 West Mound Street, Columbus, Ohio
43215.

The collateral to be sold includes all of the Debtors' Accounts,
General Intangibles, Documents, Chattel Paper, Customer Contracts,
Instruments, Deposit Accounts, Letter of Credit Rights, Inventory,
and Equipment, including but not limited to any Debtors'
conditional right to receive deposits that had been pledged to
secure surety bonds.

The collateral will be sold as-is, where-is, without any
representations or warranties of any kind, express or implied.
The Secured Party reserves the right to credit-bid at this sale.

America's Choice is represented by:

     David S. Elder, Esq.
     GARDERE WYNNE SEWELL LLP
     1000 Louisiana, Suite 3400
     Houston, TX 77002-5011
     Tel: 713-276-5750
     E-mail: delder@gardere.com


SON CORPORATION: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Son Corporation
        10685 Laurel Canyon Blvd
        Pacoima, CA 91331

Case No.: 14-11061

Chapter 11 Petition Date: February 28, 2014

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Maureen Tighe

Debtor's Counsel: Raymond H Aver, Esq.
                  LAW OFFICES OF RAYMOND H AVER APC
                  1950 Sawtelle Blvd Ste 120
                  Los Angeles, CA 90025
                  Tel: 310-473-3511
                  Fax: 310-473-3512
                  Email: ray@averlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Orlando Armaswalker,
secretary/treasurer.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-11061.pdf


SOUNDVIEW ELITE: Pasig Doesn't Like Corinne Ball as Ch. 11 Trustee
------------------------------------------------------------------
Lawyers for Pasig Ltd., a party-in-interest in the Chapter 11
bankruptcy of Soundview Elite Ltd., et al., wrote a letter to the
Office of the United States Trustee, asking the UST to convene a
meeting of creditors for the purpose of electing a Chapter 11
trustee in the the Debtors' cases.

Pasig said it objects to the appointment of Corinne Ball, Esq., at
Chapter 11 Trustee.  The lawyers at Kasowitz Benson Torres &
Friedman LLP, representing Pasig, said it is the largest
stakeholder in the Debtors' cases and holds in excess of 20% of
the claims in the cases.

Pasig wants the meeting of creditors held "at the earliest
convenience."

As reported by the Troubled Company Reporter, the Bankruptcy Court
on Jan. 31 approved the appointment of Ms. Ball, a senior partner
at Jones Day, as the Chapter 11 trustee for the estates of
Soundview Elite, Ltd., et al.

On Jan. 23, 2014, the Court entered a bench decision with respect
to, inter alia, the Chapter 11 trustee motion.  In its bench
decision, the Court authorized and directed William K. Harrington,
the U.S. Trustee for Region 2, to appoint a Chapter 11 trustee.

To the best of the U.S. Trustee's knowledge, the Chapter 11
trustee has no connections with the Debtors, their creditors, any
other parties-in-interest, their respective attorneys, the United
States Trustee, and persons employed in the Office of the U.S.
Trustee.

Ms. Ball led a team of Jones Day attorneys representing Chrysler
LLC in connection with its successful chapter 11 reorganization,
which won the Investment Dealers' Digest Deal of the Year award
for 2009.  She also led a team of attorneys in the successful
restructuring of Dana Corp., which emerged from bankruptcy in
2008, and has orchestrated many other complex reorganizations
involving companies such as Axcelis Technologies, Kaiser Aluminum,
Oceans Casino Cruise Lines, Tarragon, and The Williams
Communications Companies.  In addition, she has counseled lenders
and bondholders in the ABFS, Comdisco, Excite@Home, Exide SA, GST
Communications, Iridium, Loews, NorthPoint Communications,
Telergy, VARIG Airlines, and Worldcom restructurings, among
others.  Ms. Ball also has advised on loans, acquisitions, and
workouts involving professional sports franchises, including the
Charlotte Bobcats, the Detroit Redwings, the Minnesota Wild, the
New Jersey Devils, and the Phoenix Coyotes.

She leads the Firm's distressed M&A efforts and is the featured
"Distress M&A" columnist for the New York Law Journal.

She won the Turnaround Management Association's "International
Turnaround Company of the Year" Award and was named "Dealmaker of
the Year" by The American Lawyer and one of "The Decade's Most
Influential Lawyers" by The National Law Journal. She is a
director of the American College of Bankruptcy and the American
Bankruptcy Institute.

                       About Soundview Elite

Six mutual funds originally created by Citco Group of Cos.,
including Soundview Elite Ltd., filed petitions for Chapter 11
protection on Sept. 24, 2013, in Manhattan to avoid undergoing
bankruptcy liquidation in the Cayman Islands, where they are
incorporated.

The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098)
Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd.
(Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium
Designated (Case No. 13-13103); and Star Designated (Case No.
13-13104).  The petitions were signed by Floyd Saunders as
corporate secretary.  By order dated Oct. 16, 2013, the Court
directed that the Debtors' bankruptcy cases be procedurally
consolidated and jointly administered.

SoundView Elite Ltd. and two similarly named funds were the target
of a winding-up petitions in the Cayman Islands filed in August by
Citco, which had sold its interest in the funds' manager years
before.  An investor, who was removed from the funds' board in
June, filed a different winding-up petition in August, aimed at
three funds created later to hold illiquid assets.

Soundview Elite estimated assets and debts of at least $10
million.  The funds said in a court filing their total cash assets
of about $20 million are held in the U.S., where the funds are
managed.  Court papers list the funds' total assets as $52.8
million, against debt totaling $28 million.

Judge Robert E. Gerber presides over the U.S. cases.

Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane
Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg &
Newman, PC, serve as the Debtors' counsel.  CohnReznick LLP serves
as financial advisor.

Peter Anderson and Matthew Wright, as Joint Official Liquidators
of the Debtors, are represented in the U.S. proceedings by John A.
Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold,
Esq., at Morrison & Foerster LLP.

The U.S. Trustee solicited for the formation of an official
committee of unsecured creditors, but to date one has not been
formed.


SPANISH BROADCASTING: Third Avenue Stake at 9.2% as of Feb. 16
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Third Avenue Management LLC disclosed that as
of Dec. 31, 2013, it beneficially owned 382,686 shares of common
stock of Spanish Broadcasting System, Inc., representing 9.18
percent of the shares outstanding.  Third Avenue previously owned
210,700 shares as of Dec. 31, 2012.  A copy of the regulatory
filing is available for free at http://is.gd/KOLnIA

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

Spanish Broadcasting reported a net loss available to common
stockholders of $11.21 million in 2012, as compared with net
income available to common stockholders of $13.77 million during
the prior year.  The Company's balance sheet at Sept. 30, 2013,
showed $473.79 million in total assets, $435.94 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock and a $54.50 million total stockholders' deficit.

                        Bankruptcy Warning

"We have experienced a decline in the level of business activity
of our advertisers, which has, and could continue to have, an
adverse effect on our revenues and profit margins.  In addition,
some of our advertisers and clients could experience serious cash
flow problems due to the slow economic recovery.  As a result,
they may attempt to renegotiate or cancel orders with us or alter
payment terms.  Our advertisers may be forced to reduce their
production, shut down their operations or file for bankruptcy
protection, which could have a material adverse effect on our
business.  Any further deterioration in the U.S. economy, any
worsening of conditions in the credit markets, or even the fear of
such a development, could intensify the adverse effects of these
difficult market conditions on our results of operations," the
Company said in its annual report for the year ended Dec. 31,
2012.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


SPI CLUB: Case Summary & 8 Unsecured Creditors
----------------------------------------------
Debtor: SPI Club, Inc.
           d/b/a Reign and Vanquish
        1021 Peachtree Street
        Atlanta, GA 30309

Case No.: 14-53804

Chapter 11 Petition Date: February 27, 2014

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Tyler W. Henderson, Esq.
                  JONES & WALDEN, LLC
                  21 Eighth Street
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  Email: thenderson@joneswalden.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Gidewon, president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb14-53804.pdf


STAR DYNAMICS: Maturity Date of Whitney Loan Extended to March 31
-----------------------------------------------------------------
U.S. Bankruptcy Judge Charles Caldwell approved an agreement
between STAR Dynamics Corp. and Whitney Bank, which extended the
maturity date of the bank's term loan to March 31.

The extension of the maturity date won't impact the "remedies and
relief" granted to STAR Dynamics or the bank under the court
order, which authorized the company to use cash collateral.

                        About STAR Dynamics

STAR Dynamics Corp. develops, sales, and services instrumentation
radar systems for missile test ranges utilized by the United
States and foreign governments.  Located principally in Hilliard,
Ohio, with satellite offices in Herndon, Virginia and Sandestin
Florida, it has 112 full-time employees.

STAR Dynamics filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a lawsuit by BAE Systems Plc.

According to its first-day motions and as of Nov. 30, 2013, it has
assets of $28,470,788.13, liabilities of $50,892,360.12 and gross
sales of $8,140,140.93.  In its schedules, the Debtor listed
$12,138,334 in total assets and $50,740,343 in total liabilities.

BAE is an American subsidiary of a global-level defense contractor
based in Great Britain, with more than 50,000 employees world-
wide.  BAE has its headquarters in Arlington, Virginia, and like
the Debtor, is engaged in the radar range business for the testing
of missiles and other weaponry.

Bankruptcy Judge Charles M. Caldwell oversees the case.  Thomas R.
Allen, Esq., and Richard K. Stovall, Esq., at Allen Kuehnle
Stovall & Neuman LLP serve as the Debtor's bankruptcy counsel.
Michael J. Sullivan, Esq., Russell A. Williams, Esq., Julie E.
Adkins, Esq., Louis T. Isaf, Esq., and Nanda K. Alapati, Esq., at
Womble Carlyle Sandridge & Rice LLP, serve as special counsel with
respect to litigation involving BAE Systems and with respect to
the completion of prepetition patent work.  Sagent Advisors LLC
serves as financial advisor.


STAR DYNAMICS: Sues BAE Systems Over Ownership of CSTAR Technology
------------------------------------------------------------------
STAR Dynamics Corp. is asking for a court declaration that its
CSTAR instrumentation radar design is a property of the company.

The move came after BAE Systems Technology Solutions & Services
Inc. claims that it has property interest in the design, which
STAR Dynamics developed with the help of former BAE employees.

BAE Systems claims that its former employees used Microsoft Excel
spreadsheets similar to those they used while at the company to
develop the CSTAR technology.

In a complaint filed against BAE Systems last week, an attorney
for STAR Dynamics denied the allegations, arguing that the
technology of its radar design varies from that of the rival
company.

Richard Stovall, Esq., at Allen Kuehnle Stovall & Neumann LLP, in
Columbus, Ohio, said that STAR Dynamics' technology provides for
"continuous and simultaneous precision flight-path tracking, in
full three dimensional space, on many objects or targets (as many
as fifty) within a very large angular field of view as opposed to
conventional instrumentation radars that only track a single
object in a very narrow field of view."

"BAE's instrumentation radar systems do not utilize real-time
antenna array processing technology and do not possess this
precision multi-object tracking capability," Mr. Stovall said in a
10-page complaint.

A ruling in favor of STAR Dynamics would allow the company to sell
the CSTAR radar design "free and clear," according to the
complaint filed in U.S. Bankruptcy Court for the Southern District
of Ohio.

The case is STAR Dynamics Corp. v. BAE Systems Technology
Solutions & Services Inc., 14-02061, U.S. Bankruptcy Court,
Southern District of Ohio.

                        About STAR Dynamics

STAR Dynamics Corp. develops, sales, and services instrumentation
radar systems for missile test ranges utilized by the United
States and foreign governments.  Located principally in Hilliard,
Ohio, with satellite offices in Herndon, Virginia and Sandestin
Florida, it has 112 full-time employees.

STAR Dynamics filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a lawsuit by BAE Systems Plc.

According to its first-day motions and as of Nov. 30, 2013, it has
assets of $28,470,788.13, liabilities of $50,892,360.12 and gross
sales of $8,140,140.93.  In its schedules, the Debtor listed
$12,138,334 in total assets and $50,740,343 in total liabilities.

BAE is an American subsidiary of a global-level defense contractor
based in Great Britain, with more than 50,000 employees world-
wide.  BAE has its headquarters in Arlington, Virginia, and like
the Debtor, is engaged in the radar range business for the testing
of missiles and other weaponry.

Bankruptcy Judge Charles M. Caldwell oversees the case.  Thomas R.
Allen, Esq., and Richard K. Stovall, Esq., at Allen Kuehnle
Stovall & Neuman LLP serve as the Debtor's bankruptcy counsel.
Michael J. Sullivan, Esq., Russell A. Williams, Esq., Julie E.
Adkins, Esq., Louis T. Isaf, Esq., and Nanda K. Alapati, Esq., at
Womble Carlyle Sandridge & Rice LLP, serve as special counsel with
respect to litigation involving BAE Systems and with respect to
the completion of prepetition patent work.  Sagent Advisors LLC
serves as financial advisor.


STEINFIELD PROPERTIES: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------------
Debtor: Steinfield Properties, LLC
        107 River Avenue, Route 35 South
        Point Pleasant Beach, NJ 08742

Case No.: 14-13490

Chapter 11 Petition Date: February 27, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Michael B. Kaplan

Debtor's Counsel: Barry W. Frost, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: 609-890-1500
                  Email: bfrost@teichgroh.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark Steinfield, authorized individual.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-13490.pdf


STEREOTAXIS INC: Appoints William Mills as CEO
----------------------------------------------
William C. Mills III has been appointed as Stereotaxis, Inc.'s
chief executive officer effective Feb. 12, 2014.  Mr. Mills has
been serving as the Company's interim chief executive officer, and
had assumed the duties of the principal executive officer of the
Company, all effective as of April 13, 2013.

There has been no material change to his compensation as a result
of his employment with the Company following his appointment to
chief executive officer.  In addition, Mr. Mills will continue to
serve as the Chairman of the Company's Board of Directors.

                          About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

Stereotaxis incurred a net loss of $9.23 million in 2012, a net
loss of $32.03 million in 2011 and a $19.92 million net loss in
2010.  The Company's balance sheet at Sept. 30, 2013, showed
$26.36 million in total assets, $44.16 million in total
liabilities and a $17.79 million total stockholders' deficit.


STEREOTAXIS INC: Tenor Capital No Longer a Shareholder
------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Tenor Capital Management Company, L.P.,
disclosed that as of Dec. 31, 2013, it no longer owned any shares
of common stock of Stereotaxis, Inc.  Tenor Capital previously
reported beneficial ownership of 455,894 shares at Dec. 31, 2012.
A copy of the regulatory filing is available for free at:

                        http://is.gd/xahGtB

                         About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

Stereotaxis incurred a net loss of $9.23 million in 2012, a net
loss of $32.03 million in 2011 and a $19.92 million net loss in
2010.  The Company's balance sheet at Sept. 30, 2013, showed
$26.36 million in total assets, $44.16 million in total
liabilities and a $17.79 million total stockholders' deficit.


STEREOTAXIS INC: DAFNA Stake at 8.9% as of Dec. 31
--------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, DAFNA Capital Management, LLC, and its affiliates
disclosed that as of Dec. 31, 2013, they beneficially owned
1,738,498 shares of common stock of Stereotaxis Inc. representing
8.99 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/V3RO8C

                         About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

Stereotaxis incurred a net loss of $9.23 million in 2012, a net
loss of $32.03 million in 2011 and a $19.92 million net loss in
2010.  The Company's balance sheet at Sept. 30, 2013, showed
$26.36 million in total assets, $44.16 million in total
liabilities and a $17.79 million total stockholders' deficit.


STERLING BLUFF: Seeks Turnover of Documents from FPC, Coastal Bank
------------------------------------------------------------------
Sterling Bluff Investors, LLC asked U.S. Bankruptcy Judge Edward
Coleman, III to compel The Ford Plantation Club, Inc. and Coastal
Bank to turn over certain documents and to authorize the company
to depose their representatives.

The examination proposed by Sterling Bluff relates to the
conduct, property and financial condition of the company, which
may affect the administration of its estate or its right to a
discharge, according to the company's lawyer, Austin Carter, Esq.,
at Stone & Baxter LLP, in Macon, Georgia.

Sterling Bluff wants the documents produced by March 3, according
to court papers filed last week.

Mr. Carter can be reached at:

     Austin E. Carter, Esq.
     Stone & Baxter, LLP
     Fickling & Co. Building, Suite 800
     577 Mulberry Street
     Macon, Georgia 31201
     Fax: (478) 750-9898; (478) 750-9899
     Email: acarter@stoneandbaxter.com

                       About Sterling Bluff

Sterling Bluff Investors, LLC, a Georgia limited liability company
formed for the purpose of acquiring and owning lots in a
subdivision known as the Ford Plantation, Bryan County, Georgia,
and also certain club memberships in the Ford Plantation Club,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Ga. Case No. 14-40200) in Savannah, Georgia, on Feb. 3, 2014.

The Debtor's counsel is Austin E. Carter, Esq., at Stone & Baxter,
LLP, in Macon, Georgia.

The Debtor estimated assets and debt of $10 million to $50
million.

The petition was signed by Michael Greene, manager.


SUDDENLY BEAUTIFUL: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Suddenly Beautiful, Inc
                8539 S California Ave
                Whittier, CA 90605

Case Number: 14-13664

Involuntary Chapter 11 Petition Date: February 27, 2014

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

Judge: Hon. Ernest M. Robles

Petitioner's Counsel: Pro Se

Debtor's petitioner:

  Petitioner                  Nature of Claim  Claim Amount
  ----------                  ---------------  ------------
  Timothy Anders                Unpaid Fees       $16,000
  1119 S Mission Rd 102
  Fallbrook, CA 92028
  760-728-3161


THUNDER BAY LAND: Files for Chapter 7 Bankruptcy
------------------------------------------------
The Post-Standard reports that Thunder Bay Land & Development
Corp., in Brewerton, filed for Chapter 7 bankruptcy on Jan. 30.
Its major unsecured creditor is JPMorgan Chase & Co., owed
$45,775.


TX HOLDINGS: Reaches Agreement to Restructure Outstanding Debt
--------------------------------------------------------------
TX Holdings, Inc. on Feb. 28 disclosed that it has successfully
negotiated and, on February 25, 2014, entered into an agreement
with Mr. William "Buck" Shrewsbury, the company's chairman and
CEO, to consolidate and restructure certain outstanding
indebtedness due to Mr. Shrewsbury, including an agreement to
extend the term of such indebtedness.

Under the terms of the consolidation and restructuring agreements,
the company agreed to consolidate the following indebtedness due
to Mr. Shrewsbury: the principal due under a Revolving Promissory
Demand Note issued on April 30, 2012, in the amount of $1.062
million, and accrued but unpaid interest under the note of
$168,905 due as of January 31, 2014; the principal due under a 10%
Promissory Note issued February 27, 2009, in the amount $289,997,
and accrued but unpaid interest under the note of $93,252 due as
of January 31, 2014; and certain advances previously made by
Mr. Shrewsbury and due as of January 31, 2014, in the amount of
$385,846.

In exchange and replacement for such indebtedness, the company
issued to Mr. Shrewsbury a new Consolidated Secured Promissory
Note in the principal amount of $2 million.

The Revolving Promissory Demand Note and 10% Promissory Note that
were cancelled in the transaction had each been subject to payment
on demand and had born interest at the rates of 5% and 10% per
annum, respectively.  The advances previously made by
Mr. Shrewsbury had been noninterest bearing and due on demand.  As
part of the consolidation transaction, Mr. Shrewsbury waived and
released the company from prior defaults under such notes.

The new Consolidated Secured Promissory Note, including interest,
is due and payable 10 years from the date of issuance but may be
accelerated upon the occurrence of an event of default.  The new
note bears interest at the rate of 5% per annum, except that if
the prime rate of interest as reported by the Wall Street Journal
exceeds 5%, then the new note will bear interest at the prime rate
reported by the Wall Street Journal.  The new note is to be
secured by the proceeds of a $2 million key man insurance policy
to be purchased on the life of Mr. Shrewsbury.  The new note
contains events of default, including bankruptcy of the company,
appointment of a receiver for the company, default with regard to
other indebtedness by the company, a judgment against the company
in excess of $250,000, the sale of all or substantially all of the
company's assets or a change in control of the company, the
company's dissolution, upon the occurrence of Mr. Shrewsbury's
death, or upon the company's failure to pay premiums under the key
man insurance policy

In consideration of his agreement to effect the debt consolidation
and restructuring, the company issued to Mr. Shrewsbury options to
purchase 500,000 shares of the company's common stock.  The
options become exercisable April 1, 2014, and remain exercisable
for a period of three years at an exercise price of $0.0924 per
share, subject to certain anti-dilution adjustments.

The terms of the debt consolidation and restructuring were
reviewed and approved by a special committee of disinterested
directors of the company.

The terms of the consolidation and restructuring were reported by
the company in a Form 8-K filed with the SEC on February 28, 2014,
and reference should be made to such report for a more detailed
discussion of the transaction.

Headquartered in Ashland, Kentucky, TX Holdings, Inc.
(otcqb:TXHG) -- http://www.txholdings.com-- is a supplier of
mining and rail products to the U.S. coal mining industry.


TXU CORP: October 2014 Bank Debt Trades at 31% Off
--------------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 69.42 cents-on-the-
dollar during the week ended Friday, February 28, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.97
percentage points from the previous week, The Journal relates.
TXU Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


VANTAGE POINT BANK: Outlets Closed; FDIC Named as Receiver
----------------------------------------------------------
Vantage Point Bank, Horsham, Pennsylvania, was closed by the
Pennsylvania Department of Banking and Securities, which appointed
the Federal Deposit Insurance Corporation (FDIC) as receiver.

To protect the depositors, the FDIC entered into a purchase and
assumption agreement with First Choice Bank, Mercerville, New
Jersey, to assume all of the deposits of Vantage Point Bank.
The sole branch of Vantage Point Bank will reopen as a branch of
First Choice Bank during their normal business hours.  Depositors
of Vantage Point Bank will automatically become depositors of
First Choice Bank.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Vantage Point Bank should
continue to use their current branch until they receive notice
from First Choice Bank that systems conversions have been
completed to allow full-service banking at all branches of First
Choice Bank.

Depositors of Vantage Point Bank can continue to access their
money by writing checks or using ATM or debit cards.  Checks drawn
on the bank will continue to be processed.  Loan customers should
continue to make their payments as usual.

As of December 31, 2013, Vantage Point Bank had approximately
$63.5 million in total assets and $62.5 million in total deposits.
First Choice Bank will pay the FDIC a premium of 1.5 percent to
assume all of the deposits of Vantage Point Bank.  In addition to
assuming all of the deposits of the Vantage Point Bank, First
Choice Bank agreed to purchase essentially all of the failed
bank's assets.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $8.5 million.  Compared to other alternatives, First
Choice Bank's acquisition was the least costly resolution for the
FDIC's DIF.  Vantage Point Bank is the 5th FDIC-insured
institution to fail in the nation this year, and the first in
Pennsylvania.  The last FDIC-insured institution closed in the
state was NOVA Bank, Berwyn, on October 26, 2012.


VASILIOS KOUTROKOIS: Shares in Great River to Be Sold March 19
--------------------------------------------------------------
About 685 shares of capital stock of Great River Owners, Inc., a
cooperative apartment, will be sold at public auction on March 19,
2014, on the front steps of the Islip Town Hall, 655 Main St.,
Islip, NY 11751, commencing at 10:15 a.m.

The shares are held by Vasilios Koutrokois, who has been declared
in default under a Loan Security Agreement with Wells Fargo Bank,
N.A.

Auctioneers are Jessica L Prince-Clateman, Vincent DeAngelis,
Karen Loiacano, and Liza Wilson.

Aside from the securities, assets to be sold include all right,
title and interest in the Proprietary Lease to Unit 30 in the
building known as 100 Connetquot Avenue East Islip, NY 11730.

Wells Fargo reserves the right to bid.

Ten percent (10%) Bank/ Certified check will be required at sale,
balance due at closing within 30 days.

The Cooperative Apartment will be sold "AS IS", and possession is
to be obtained by the purchaser.

Mr. Koutrokois owes Wells Fargo $126,944.09.  The estimated value
of the premises is $128,000.00.

Wells Fargo is represented by:

     FRENKEL LAMBERT WEISS WEISMAN & GORDON, LLP
     53 Gibson Street
     Bay Shore, NY 11706
     Tel: 631-969-3100


VENICE HEART CENTER: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Heart and Vascular Center of Venice, P.A.
        1287 US Highway 41 Bypass South
        Venice, FL 34285

Case No.: 14-02250

Chapter 11 Petition Date: February 28, 2014

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

Debtor's Counsel: Herbert R Donica, Esq.
                  DONICA LAW FIRM PA
                  106 S Tampania Avenue #250
                  Tampa, FL 33609
                  Tel: 813-878-9790
                  Fax: 813-878-9746
                  Email: ecf-hrd@donicalaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Basnight, president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-2250.pdf


VICTOR OOLITIC: Files Notice to Cut 166 Jobs
--------------------------------------------
Michela Tindera, writing for Indiana Daily Student, reported that
bankrupt Indiana Limestone Company on Feb. 24, 2014, filed with
the Indiana Department of Workforce Development a notice of its
plan to lay off 166 employees.  The report said the layoffs are
expected to take place between April 28 and May 11.

According to the report, Indiana Limestone Company has been facing
layoffs since 2010 when Cleveland-based private equity firm
Resilience Capital Partners bought and merged it with Victor
Oolitic Stone Company.  The report noted that Local 741 of the
Laborers International Union of North America, one of four unions
with employees at ILC, used to represent 45 to 50 quarry workers
at ILC, but since the 2010 sale, that number has decreased to
nine.

ILC officials have hired investment bankers who have reached out
to more than 100 potential purchasers, according to Dow Jones.

                       About Victor Oolitic

Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America.  The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.

Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014.  Judge Christopher S.
Sontchi presides over the cases.

Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel
Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek
C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco,
Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel;
Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at
Faegre Baker Daniels LLP as labor and employment counsel; Quarton
Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated
broker dealer, as investment banker; and Kurtzman Carson
Consultants as claims and noticing agent.

Victor Oolitic estimated $50 million to $100 million in assets and
liabilities.  As of Jan. 1, 2014, the aggregate outstanding
principal and accrued interest under the Debtors' prepetition
credit agreement was $53 million.  The Debtors also have
approximately $6 million in general unsecured debt primarily
consisting of outstanding notes owed to former owners of the
legacy Indiana Limestone Company and trade debt.

This is Victor Oolitic's second trip to the Bankruptcy Court.
Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc.
sought Chapter 11 protection in (Bankr. S.D. Ind. Case Nos.
09-05786 and 09-05787) on April 28, 2009.  Judge Frank J. Otte
presided over the 2009 case.  The 2009 Debtors were represented by
Henry A. Efroymson, Esq., at Ice Miller LLP.

This time, Victor Oolitic filed for bankruptcy with plans to sell
assets to Indiana Commercial Finance, LLC, in exchange for $26
million in debt.  The Debtors have proposed procedures to govern
the sale.  Under the proposal:

  -- ICF will serve as the stalking horse bidder with a credit
     bid of $26 million.

  -- All initial bids are due April 11, 2014 and must provide
     for an initial overbid of $250,000.

  -- If qualified bids are received April 11, an auction will
     be held on April 15, 2014 at 10:00 a.m.

  -- A hearing to approve the sale of the assets to the successful
     bidder will be conducted by the court no later than April 18,
     2014.

  -- Bids must be irrevocable until April 29, 2014.

  -- Expense reimbursement in the amount of $780,000 will be paid
     to the stalking horse bidder in the event of a sale of the
     assets to another bidder.

ICF is represented by Vedder Price PC and Pepper Hamilton LLP.


VISION HOLDING: Moody's Assigns 'B3' Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service assigned B3 Corporate Family and B3-PD
Probability of Default Ratings to optical retailer Vision Holding
Corp. ("National Vision", initially "Nautilus Merger Sub, Inc.")
following the announcement of its leveraged buyout. Nautilus
Merger Sub, Inc. is an acquisition vehicle that will be merged
with and into Vision Holding Corp. upon closing of the
transaction, with Vision Holding Corp. being the surviving entity
and obligor under the new capital structure. Moody's also assigned
B2 ratings to the company's proposed $475 million first lien term
loan and $75 million revolving credit facility, and a Caa2 rating
to the $150 million second lien term loan. The outlook is stable.

Proceeds from the proposed $475 million first lien term loan and
$150 million second lien term loan along with sponsor equity from
Kohlberg Kravis Roberts & Co. L.P. ("KKR") will be used to fund
the acquisition of National Vision from Berkshire Partners. The
ratings of predecessor company National Vision, Inc., including
the B2 Corporate Family Rating and the B1 rating of the existing
senior secured credit facility, will be withdrawn upon closing of
the transaction and repayment of existing debt.

The LBO will more than double the company's funded debt balance to
$625 million from about $300 million as of September 28, 2013,
increasing LTM leverage to the high-7 times (including Moody's
adjustments). Moody's expects National Vision to reduce leverage
through earnings growth to the mid-7 times in the near term, and
to maintain good near term liquidity. However, the company's use
of cash for store expansion will limit the potential for debt
repayment and metrics improvement over time.

Ratings assignments:

Borrower: Nautilus Merger Sub, Inc. (to be renamed Vision Holding
Corp.)

Corporate Family Rating at B3;

Probability of Default Rating at B3-PD;

$75 million first lien senior secured revolving credit facility
due 2019 at B2 (LGD3, 37%)

$475 million first lien senior secured term loan due 2021 at B2
(LGD3, 37%)

$150 million second lien senior secured term loan due 2022 at
Caa2 (LGD5, 86%)

Stable outlook

The ratings are subject to the completion of the transaction and
Moody's review of final documentation.

The following ratings of National Vision, Inc. will be withdrawn
upon consummation of the LBO:

Corporate Family Rating of B2

Probability of Default Rating of B3-PD
$25 million senior secured revolving credit facility due 2017 at
B1 (LGD2, 29%)

$300 million senior secured term loan due 2018 at B1 (LGD2, 29%)

Ratings Rationale

The B3 Corporate Family Rating reflects National Vision's high
debt levels following the LBO with high-7 times pro-forma
debt/EBITDA (Moody's-adjusted), its small scale compared to other
rated retailers, its customer concentration with Wal-Mart, and the
high degree of competition in the optical retail segment. At the
same time, the rating considers the stable growth of the optical
industry, National Vision's effective execution of its low-cost
business model, and track record of consistent positive same store
sales growth. The rating also incorporates the company's good
liquidity profile, including modest positive free cash flow
generation after significant growth capital expenditures, a
covenant-lite debt structure and good revolver availability.

The stable outlook reflects Moody's expectation that National
Vision will generate steady revenue and earnings growth while
maintaining good liquidity.

Ratings could be downgraded if operating performance weakens,
resulting in EBITA to interest expense sustained below 1.0 time,
or if liquidity significantly deteriorates for any reason.

National Vision is solidly positioned for the B3 rating category.
The ratings could be upgraded if sustained earnings growth leads
to a material improvement in credit metrics, such that debt/EBITDA
is maintained below 6.5 times and EBITA/interest expense is
sustained above 1.25 times. An upgrade would also require the
company to maintain good liquidity and demonstrate a commitment to
deleveraging, including debt repayment.

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.

Vision Holding Corp. ("National Vision", initially "Nautilus
Merger Sub, Inc."), headquartered in Lawrenceville, GA, is an
optical retailer with a focus on low price point eyeglasses and
contacts. The company operates about 750 stores, including its own
retail chains of America's Best Contacts and Eyeglasses and
Eyeglass World, as well as locations at host stores, including
Wal-Mart, Fred Meyer and on military bases. The company also sells
contact lenses online. Revenues were approximately $841 million
for the fiscal year ended December 31, 2013. Private equity firm
Kohlberg Kravis Roberts & Co. L.P. will control National Vision
following the proposed buyout from Berkshire Partners.


WEATHER CHANNEL: Bank Debt Trades at 2% Off
-------------------------------------------
Participations in a syndicated loan under which Weather Channel is
a borrower traded in the secondary market at 97.48 cents-on-the-
dollar during the week ended Friday, February 28, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 2.15
percentage points from the previous week, The Journal relates.
TXU Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Feb. 4, 2017 band carries
Moody's Ba3 rating and Standard & Poor's B+ rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


WVSV HOLDINGS: Plan Confirmation Trial Begins Today
---------------------------------------------------
The U.S. Bankruptcy Court in Phoenix, Arizona, is scheduled to
hold hearings on March 3 and 4 to consider competing plans of
reorganization for WVSV Holdings LLC.

WVSV has presented to the Court for approval a Second Amended Plan
of Reorganization dated August 27, 2013.  Creditor 10K LLC also
has filed its own First Amended Plan of Reorganization dated
August 2013, for the Debtor.

10K has objected to the Debtor's Plan.  The Debtor and party-in-
interest, the West Valley Ventures, have filed objections to 10K's
Plan.

                          10K's Position

10K said in court papers filed Feb. 18 that the Debtor's
bankruptcy case has always been the Debtor's attempt to gain the
upper hand in the two-party dispute between the Debtor and 10K.
10K said the the Debtor has been unable to accomplish anything to
reorganize or resolve this case, and believes its First Amended
Plan provides the only feasible resolution of the bankruptcy case.

10K's Plan proposes to pay all third-party creditor's in full on
the effective date or as soon as their payments come due, while
giving 10K and the Debtor the ability and opportunity to litigate
their various state law claims to resolution in a state court
litigation.

The Debtor asserts that 10K has no claim to the Tract A parcel
except to the extent of 10K's judgment lien and profit
participation deed of trust.  Tract A is that portion of the
Property the Debtor alleges is held in fee simple after being
released from the subdivision trusts. The Debtor once again
attempts to dismiss out of hand 10K's claims -- which are be
litigated in the State Court Litigation -- to recover all of the
estate property, including Tract A.

In the Arizona Court of Appeals decision which led to the Debtor's
bankruptcy filing, the Court expressly recognized that 10K's
rights could result in reversing the transaction by which the
Debtor acquired the Property, thereby leaving 10K with control
over the entire 13,260 acres and how the entire project develops.
If 10K is successful on its claims to reverse the transactions at
issue in the State Court, the Debtor and its estate will have no
interest in the Property.  In the State Court Litigation, the
Debtor recently filed cross-claims against third-parties wherein
the Debtor admits "a judgment for 10K on its declaratory judgment
claim will have the effect of divesting WVSV of its title to the
Sun Valley Property", and if that occurs, the third-party cross-
claimants will be liable for all sums WVSV invested in the
Property.

10K said its Plan protects both 10K's and the Debtor's claims to
the Property pending resolution of the State Court Litigation.  On
the other hand, the Debtor's Plan would allow only certain claims
to proceed in the State Court Litigation and otherwise strip 10K
once again of its rights and interest in the Property.

The Debtor has argued that 10K's Plan lacks good faith because the
Plan provides that in the event the Debtor fails to make a final
balloon payment due under a Senior Subdivision Trust, and thereby
puts the Debtor's claimed interest and 10K's interest in Tract B
in jeopardy, 10K will have the ability to purchase Tract B out of
the subdivision trust by making the balloon payment.

10K explained, however, that providing for such a contingency is
not a bad faith attempt to obtain Tract B at less than fair market
value, but 10K's good faith attempt to preserve its interests in
the Property.  10K has already had to pay nearly $1.2 million in
payments to Pacific Coach/Spurlock during the course of the
Debtor's bankruptcy to protect 10K's interests in Tract B because
the Debtor elected not to make those payments itself.

The Debtor and West Valley also have argued that Option A of 10K's
Plan, which provides that 855 acres of the Property will be sold
to 10K for $8,551,000 with the proceeds used to pay third-party
creditors, is proposed in bad faith because the Debtor believes
the property is worth more than this price.

10K said the $8,551,000 is more than the price that the Debtor was
ready and willing to sell the same parcel for through its Motion
for Authorization to Sell Real Property.  While the Debtor may
assert that its proposed sale was subject to higher and better
offers, 10K said the Debtor was nonetheless willing to sell the
same parcel at the Debtor's lower price, which the Debtor believed
was sufficient at that time.  10K said the $8,551,000 is
sufficient to resolve the bankruptcy case by paying all third-
party creditors in full.

The Debtor also argues that such a sale would be in bad faith
because 10K's Plan does not require the development agreements or
other protections that are necessary to protect the remaining
unsold property.  However, 10K, the purchaser under the Plan, has
a vested financial interest in all of the Property.  10K said it
has every incentive to develop the gateway parcel to maximize the
benefit and value of the remaining unsold parcel.  This is in
contrast to the Debtor's attempts to sell the property to a third-
party with no restrictions and who would have no interest in the
remaining unsold parcel.

Even if 10K was unsuccessful in the State Court Litigation and the
Debtor preserved its primary interests in the Property, 10K said
it would still have an interest in the unsold property through its
judgment lien, its $45 million secured lien against another tract,
Tract C, and its profit participation interest in all unsold
Property. These interests, irrespective of 10K's State Court
Litigation claims, are a financial incentive for 10K to ensure
that any parcel it purchases is developed in harmony with the
unsold parcel.

West Valley also asserted that the 10K Plan does not satisfy 11
U.S.C. 1129(a)(7) because West Valley would fare better in a
Chapter 7 liquidation than under the Creditor Plan.  10K, however,
noted that West Valley's Objection provides no explanation for how
it would fare better in a liquidation, other than to suggest
(without providing any specifics) that the real property would be
sold for higher values.

10K said that when the Debtor did provide a liquidation analysis
-- which assumed prices as high as $12,000 per acre -- the Debtor
estimated a recovery for unsecured creditors of between 6.2% and
7% of claims and no recovery for equity.  While the Debtor's
liquidation analysis shows that West Valley and the other equity
holder would receive nothing in a liquidation, 10K's Plan provides
that West Valley will retain its interests in the Debtor, and be
able, through the State Court Litigation, to potentially recover
the funds the Debtor allegedly invested in the Property.

                         Debtor's Position

WVSV said in court papers filed Feb. 18 that, contrary to 10K's
Amended Plan, the Debtor's Amended Plan easily satisfies the best
interest of creditors test.  The Debtor's Plan takes into account
all constituencies -- including that of equity.  The Debtor's Plan
provides for payment(s) consistent with the Bankruptcy Code,
provides for payment in full of all administrative claims --
including that of 10K, as well as an opportunity for equity to
ultimately participate in any distributions.

WVSV Holdings pointed out that the litigation with 10K commenced
more than eight years ago.  Since that time, the parties have
incurred millions of dollars of legal fees.

"The result today is the parties are essentially back to 'square
one.'  Throughout these proceedings, 10K has spilled much ink
about a jury verdict, but repeatedly fails to acknowledge the jury
verdict has been eviscerated," WVSV Holdings said.

The Debtor recounted that it provided 10K with two separate
options.  Option A was an opportunity for 10K to elect to rescind
the transaction.  In that event, 10K would necessarily be
obligated to the Debtor for certain payments the Debtor has made
since it acquired the subject property.  The rescission
obligation, as provided in the Plan, is $23,789,791.  If 10K did
not want to take the property back and pay the rescission
obligation, it had the opportunity to elect Option B.  Option B
provided for 10K to proceed with its damages claim.

"10K simply chose not to make any election - something which it
clearly is required to do in State Court.  The question over the
election of remedies is only one of timing.  Certainly after
eight-plus years of litigation, 10K should know which remedy it
wants.  The failure to make an election is just one further
indicia of 10K's delay tactics," WVSV said.

The Debtor also argued that its Plan is a mechanism by which 10K
is given the opportunity to either "shut down" all litigation
(through Option A), or continue its claim for damages (Option B).
If it seeks a damages remedy, it could no longer interfere with
property sales. That is entirely reasonable and appropriate under
the circumstances.

WVSV noted that the State Court was slated to conduct a hearing on
a Motion to Dismiss on Feb. 21, 2014.  The Debtor said it is
entirely possible 10K's litigation will be dismissed, as 10K's
claims are barred by the statute of limitations.

WVSV also argued that its Plan is not based on "speculative sales"
contrary to 10K's assertion.  WVSV said it is prepared to provide
evidence at the Confirmation Hearing regarding sales.  It will
also provide testimony about the ability to obtain financing.  The
Debtor has a commitment from Bernadette Wolfswinkel to advance up
to $3,000,000 to ensure all payment obligations can be made.  The
Debtor will be able to easily present evidence on feasibility.

The Debtor also said it has obtained the vote of a consenting
class of impaired creditors.  The Debtor's Plan impairs Class 1 -
the KPHV claim.  The Bankruptcy Court recently conducted a two-day
evidentiary hearing regarding the status of KPHV, and ruled that
KPHV is not an insider.  The Court denied 10K's request to
designate KPHV's vote.  KPHV's claim is impaired, and has voted
for the Plan.

WVSV said that all of the arguments asserted by 10K regarding the
Debtor's alleged inability to obtain the vote of a consenting
impaired class are now moot.

WVSV also noted that Court has held the Class 2 claim is a
judgment lien which encumbers Tract A.  10K asserts it is owed
approximately $300,000 for the judgment.  The Debtor disputes the
amount, and has filed an objection.  The Plan provides that upon a
final resolution of the amount(s) owed, the claim will be paid in
full.  Any amount(s) determined by a court to be due will
necessarily include any and all accrued interest. Accordingly,
10K's arguments that Class 2 is impaired is without merit.

With respect to the Class 4 secured claim, the treatment does not
alter 10K's rights in the "Junior Trust" -- First American Title
Trust 8436.  10K holds a first beneficial interest in that Trust
in the amount of $45,414,460.06. The treatment in Class 4
specifically provides that payments will be made "in accordance
with the current loan documents."  There is no alteration of those
payment obligations. Accordingly, Class 4 is unimpaired.

Attorneys for 10K LLC are:

     Michael McGrath, Esq.
     David J. Hindman, Esq.
     MESCH, CLARK & ROTHSCHILD, P.C.
     259 North Meyer Avenue
     Tucson, AZ 85701
     Tel: (520) 624-8886
     Fax: (520) 798-1037
     E-mail: mmcgrath@mcrazlaw.com
             dhindman@mcrazlaw.com

          - and -

     Daniel Dowd, Esq.
     Daniel Durchslag, Esq.
     COHEN KENNEDY DOWD & QUIGLEY, P.C.
     2425 East Camelback Road, Suite 1100
     Phoenix, AZ 85016
     Tel: (602) 252-8400
     Fax: (602) 252-5339
     E-mail: ddowd@ckdqlaw.com
             ddurchslag@ckdqlaw.com

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtor's case because an insufficient
number of persons holding unsecured claims against the Debtor have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint the committee should interest
develop among the creditors.


ZOGENIX INC: FMR LLC Reports Stake at 8.3% as of Feb. 13
--------------------------------------------------------
FMR LLC and Edward C. Johnson 3d disclosed in an amended Schedule
13G filed with the U.S. Securities and Exchange Commission on
Feb. 13, 2014, that they beneficially owned 11,621,147 shares of
common stock of Zogenix Inc. representing 8.361 percent of the
shares outstanding.  FMR LLC previously owned 5,283,517 shares as
of Feb. 13, 2013.  A copy of the regulatory filing is available
for free at http://is.gd/d1PEDD

                         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.


ZOGENIX INC: Visium Balanced Stake at 6.6% as of Feb. 16
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Visium Balanced Master Fund, Ltd., and its
affiliates disclosed that as of Dec. 31, 2013, they beneficially
owned 9,108,000 shares of common stock of Zogenix, Inc.,
representing 6.6 percent of the shares outstanding.  The reporting
persons previously owned 8,927,753 common shares as of Nov. 20,
2013.  A copy of the regulatory filing is available at:

                         http://is.gd/RLWQKS

                         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.


* Amid a Deal Drought, Canadian Law Firms Look Inward for Answers
-----------------------------------------------------------------
Jeff Gray, writing for The Globe and Mail, reported that while Bay
Street's elite merger-and-acquisitions lawyers almost always claim
to be busy, there is no disputing that 2013 was the slowest year
for corporate deals in Canada since 2009.

According to the report, the deal drought has been blamed as a
contributing factor in the surprise collapse of law firm Heenan
Blaikie LLP -- a demise some see as a warning sign for other
firms, particularly mid-sized ones feeling pinched by the
slowdown.

Behind the lull is a lack of deals in the natural resources
sector, which is normally the main source of billable hours for
the lawyers who work on these transactions on Bay Street, the
report said.

Many lawyers insist there are potential deals bubbling under the
surface ? deals that get stalled or fall apart before they become
public, as volatile metal and minerals prices keep buyers
cautious, the report related.  But it remains unclear when, or if,
the heady pace of mergers-and-acquisitions seen on Bay Street
before the financial crisis will return.

"It's moderately busy, there's a few things going on," said Kevin
Morris of Torys LLP, the report cited.  "We get reports regularly.
M&A files are marked confidential; so, if you see a confidential
file that's busy you know something is going on. You see a few of
those. It's busy, but sporadic."


* Greenberg Traurig Names First Mexico City Office Shareholder
--------------------------------------------------------------
The international law firm Greenberg Traurig, after more than
doubling the number of attorneys in Mexico since the inception of
its Mexico City office in 2011, remains committed to empowering
its shareholders there to become true local competitors and
leaders in the community, while also serving the needs of clients
globally.

In another step in that direction, and following the lead of its
local leadership team, Greenberg Traurig has now supplemented its
well-known strengths in corporate, energy, real estate, telecoms,
media and other areas by naming its first Mexico City office
shareholder in litigation, a practice for which the firm is so
well known globally.  Greenberg Traurig has elevated Litigator
Jose Antonio Vazquez Cobo to the position of Shareholder from Of
Counsel.

"The quality and vision of our team in the Mexico City office
continues to garner the trust of our clients.  Our office today is
stronger, more cohesive and more committed to the excellence and
culture of the Greenberg Traurig family than ever," said
Luis Rubio Barnetche, Managing Shareholder of Greenberg Traurig's
Mexico City office.  "Our local team includes top-ranked, globally
recognized practitioners who have come to understand that there
are few global firms of Greenberg Traurig's strength and
stability, and continuity of leadership, whose senior leaders are
not just about numbers and really have a personal interest in the
success of its local shareholders while still empowering them on
the ground."

"We are very proud of our people in the Mexico City office.  They
deserve all the credit for what has been achieved in a very short
period, and it is just the beginning," said Richard A. Rosenbaum ,
Chief Executive Officer of Greenberg Traurig.  "We stand fully
behind them as they become the very best in Mexico City while
playing an integral role in Greenberg Traurig's award-winning
Latin America Practice."

"These lawyers are representative of the Global Practice at
Greenberg Traurig: we are not about numbers, we are about
excellence and finding collaborative solutions for our clients
across borders worldwide," said Patricia Menendez-Cambo, who is
Chair of the firm's Global Practice Group and Co-Chairs the Global
Energy & Infrastructure Practice.

"Being recognized and appreciated for your commitment to your
clients, as well as to the overall culture of a firm, is a great
achievement in and of itself.  Being selected for elevation to
shareholder at Greenberg Traurig is one of the proudest moments of
my career thus far," said Vazquez Cobo.  "There is tremendous
value in being truly full-service at the local level and I look
forward to expanding our regional reach in the area of litigation
exponentially."  Greenberg Traurig's Litigation Department
comprises more than 600 litigators in the firm's offices
throughout the United States and in Latin America and Europe.

"We are very excited to be able to contribute in a very real and
tangible way to Greenberg Traurig's historically strong and
high-caliber global real estate practice.  Mexico City has
tremendous opportunities for our clients here, in the United
States, Europe, Asia and the Middle East, with great synergies
particularly with Israeli companies and investors," said
Shareholder Daniel Saltzberg Koris, who heads the Mexico Real
Estate Practice Group.

"Our culture is in fact a collective commitment to delivering the
highest quality service at the best value to clients on a global
scale.  I look forward to continuing to serve our dynamic team and
clients," said Corporate & Securities Shareholder Hugo Lopez Coll.

The Greenberg Traurig Mexico City team regularly works with
clients on a wide range of matters, including: energy;
telecommunications; global trade and investment; civil and
commercial litigation; arbitration and alternative dispute
resolution; business reorganization and bankruptcy; real estate;
labor and employment; competition/antitrust; infrastructure; tax
and administrative litigation; food and drug regulation; as well
as corporate matters.  Members of the team have been recognized by
the most significant ranking organizations for their work not only
in Mexico, but also beyond.  Since the office was established,
members have participated in the following accolades, among
several other individual honors, including high-level rankings in
Chambers and Partners guides and The Legal 500, Best Lawyers in
Mexico and Euromoney directories in a wide range of practice areas
and jurisdictions:

A Law360 "Real Estate Practice Group of the Year"

Acquisition International magazine "Most Trusted Law Firm of the
Year ? Mexico" Award

Acquisition International magazine "Overall Law Firm of the Year ?
Mexico" Award

Chambers USA Award for Excellence in Real Estate

DealMakers "Law Firm of the Year - Mergers & Acquisitions -
Mexico" Award

Euromoney "Deal of the Year - Project Finance" Award

InterContinental Finance "Mergers & Acquisitions Firm of the
Year ? Mexico" Award

LatinFinance magazine "Structured Financing Deal of the Year"
Award

Latin Lawyer magazine "Deal of the Year - Restructuring" Award

Lawyers World Law Awards, "Mergers & Acquisitions Firm of the
Year ? Mexico"

The Legal 500 United States "Top Tier" Firm in Real Estate Ranking

"Doing business in Mexico presents unique opportunities that
require experience, a cohesive team and the ability to work with
clients in a wide range of industries," said Corporate &
Securities Shareholder Luis Octavio Nunez, who recently led a team
of attorneys from Mexico City representing Schroders Asset
Management in negotiations with AFORE Banamex resulting in the
first asset management mandate for a Mexican pension fund.  "We
were able to accomplish this historic transaction, which may set
precedent for future mandates with other pension funds and asset
managers, because of how well we work together as one firm."

"Greenberg Traurig's Mexico City office has a strong
infrastructure and M&A practice but it really goes beyond being
great lawyers and receiving awards.  It is about the range of our
network and the breadth of resources to provide legal services to
international clients seeking to enter the Mexican and other
Latin American markets, as well as those already established
across the region," said Shareholder Juan Manuel Gonzalez Bernal,
who has actively participated in capital markets transactions
since 2000.

The upcoming constitutional reforms in Mexico will have clients
calling on our Mexico City office Energy Practice Group
Shareholders Nicolas Borda and Pedro Javier Resendez Bocanegra.
Borda has been ranked by Chambers Latin America Guide as Band 1 in
energy and natural resources in Mexico, and currently chairs the
Energy Committee of the National Association of Corporate Counsels
(ANADE).  Resendez Bocanegra has broad experience in governmental
affairs, assisting clients in the process of implementing and
contracting infrastructure projects in Mexico and other Latin
American countries.

                  Greenberg Traurig Mexico City

In Mexico City, Greenberg Traurig attorneys have proven experience
and have been key contributors to major national projects in
Mexico, as well as having held positions in Mexican government
offices and regulatory agencies.  In addition, the team has played
a role in shaping current Mexican jurisprudence in key judicial
procedures that have set legal precedents in important sectors of
the Mexican economy.

                  About Greenberg Traurig, LLP

Greenberg Traurig, LLP -- http://www.gtlaw.com-- is an
international, multi-practice law firm with approximately 1750
attorneys serving clients from 36 offices in the United States,
Latin America, Europe, the Middle East and Asia.  Greenberg
Traurig is among the Top 10 law firms on The National Law
Journal's 2013 NLJ 350, an annual ranking of the largest firms in
the U.S.

Greenberg Traurig's Mexico City office is operated by Greenberg
Traurig, S.C., an affiliate of Greenberg Traurig, P.A. and
Greenberg Traurig, LLP.


* BOND PRICING -- For Week From Feb. 24 to 28, 2014
---------------------------------------------------

  Company               Ticker  Coupon  Bid Price Maturity Date
  -------               ------  ------  --------- -------------
AES Eastern Energy LP   AES          9      1.75       1/2/2017
AES Eastern Energy LP   AES       9.67     4.125       1/2/2029
Alion Science &
  Technology Corp       ALISCI   10.25    72.645       2/1/2015
Brookstone Co Inc       BKST        13        59     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    39.125     12/15/2014
Cengage Learning
  Acquisitions Inc      TLACQ     10.5     29.75      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ       12        25      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ    13.25     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ     10.5     29.75      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ    13.25     1.375      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ    13.75     1.375      7/15/2015
Champion
  Enterprises Inc       CHB       2.75     0.375      11/1/2037
Downey Financial Corp   DSL        6.5        30       7/1/2014
Energy Conversion
  Devices Inc           ENER         3     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175      9.45      1/30/2037
Energy Future
  Holdings Corp         TXU       5.55      33.2     11/15/2014
FiberTower Corp         FTWR         9     0.625       1/1/2016
GMX Resources Inc       GMXR         9     1.125       3/2/2018
JPMorgan Chase Bank NA  JPM          6    78.962      8/19/2014
James River Coal Co     JRCC     7.875     17.25       4/1/2019
James River Coal Co     JRCC        10      17.5       6/1/2018
James River Coal Co     JRCC       4.5      11.5      12/1/2015
James River Coal Co     JRCC        10      18.5       6/1/2018
James River Coal Co     JRCC     3.125     11.75      3/15/2018
LBI Media Inc           LBIMED     8.5        30       8/1/2017
Lehman Brothers
  Holdings Inc          LEH          1      20.5      8/17/2014
Lehman Brothers
  Holdings Inc          LEH          1      20.5      8/17/2014
MF Global
  Holdings Ltd          MF       1.875        50       2/1/2016
MModal Inc              MODL     10.75    25.875      8/15/2020
MModal Inc              MODL     10.75        26      8/15/2020
Momentive
  Performance
  Materials Inc         MOMENT    11.5      28.5      12/1/2016
NII Capital Corp        NIHD        10     44.25      8/15/2016
OnCure Holdings Inc     RTSX     11.75    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Pulse
  Electronics Corp      PULS         7    79.505     12/15/2014
Residential
  Capital LLC           RESCAP   6.875    30.704      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT      4.75     0.248       2/1/2018
School Specialty
  Inc/Old               SCHS      3.75    37.875     11/30/2026
Scotia Pacific Co LLC   MXM       7.71     0.125      1/20/2014
Scotia Pacific Co LLC   MXM       6.55     0.875      1/20/2007
THQ Inc                 THQI         5      43.5      8/15/2014
TMST Inc                THMR         8        20      5/15/2013
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25       4.5      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15    27.625       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25      4.65      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5      5.25      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15     36.75       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25         5      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5     4.625      11/1/2016
USEC Inc                USU          3      38.9      10/1/2014
Western Express Inc     WSTEXP    12.5        62      4/15/2015
Western Express Inc     WSTEXP    12.5        62      4/15/2015



                             *********


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
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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
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                  *** End of Transmission ***