TCR_Public/140304.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, March 4, 2014, Vol. 18, No. 62

                            Headlines

22ND CENTURY: Crede CG Stake at 4.4% as of Dec. 31
ACTIVECARE INC: Delays Form 10-Q for Dec. 31 Quarter
ADAMIS PHARMACEUTICALS: Incurs $5.5MM Loss in Dec. 31 Quarter
ADAMIS PHARMACEUTICALS: Gemini Master Stake at 3.6% as of Dec. 31
ADAMIS PHARMACEUTICALS: CRT Capital Stake at 5.2% as of Dec. 31

AEROGROW INTERNATIONAL: Lazarus Mgt. Stake at 15.6% as of Dec. 31
AFA INVESTMENT: Committee Urges Class 4 Claimants to Support Plan
AHS MEDICAL: S&P Puts 'B' CCR on CreditWatch Negative
AIG LIFE: Fitch Ups Rating on 3 Sub. Debentures Tranches From BB+
ALLSTATE CORP: Fitch Rates $650 Million Preferred Stock at 'BB+'

AMSTED INDUSTRIES: Moody's Rates New $500MM Unsecured Notes Ba3
AMSTED INDUSTRIES: S&P Assigns 'BB' Rating to $500MM Sr. Notes
ATHERTON BAPTIST: Fitch Affirms B+ Rating on $35.3MM Revenue Bonds
BEACON ENTERPRISE: Artis Capital Stake at 5.3% as of Dec. 31
BOOMERANG SYSTEMS: Incurs $1.8 million Net Loss in Dec. 31 Qtr.

BROWN MEDICAL: Chapter 11 Trustee May Sell Surgery Centers
CAESARS ENTERTAINMENT: Sells 4 Casinos to Affiliate for $2.2-Bil.
CAMP SPEERS-ELJABAR: Case Summary & 20 Top Unsecured Creditors
CASA GRANDE HOSPITAL: Epiq Approved as Claims Agent
CASA GRANDE HOSPITAL: Taps Hammond Hanlon as Investment Banker

CASA GRANDE HOSPITAL: Court OKs Hiring of Mesch Clark as Attorney
CASA GRANDE HOSPITAL: Gets Interim Approval to Pay Vendor Claims
CASA GRANDE HOSPITAL: Asks Court to Deny Appointment of PCO
CENGAGE LEARNING: Taps WeiserMazars as Exit Financing Consultant
CENGAGE LEARNING: Wants PwC to Handle 2014 Financial Statements

CENGAGE LEARNING: Hires Epiq Bankruptcy as Distribution Agent
CHEYENNE HOTEL: Has Stipulation Resolving Wells Fargo Claim
COMMUNITY SHORES: FDIC Wash. Terminates Bank Directive
CRYOPORT INC: Cranshire Capital Stake at 5.5% as of Dec. 31
CRYSTAL LAKE OFFICE: Judicial Sale Set for March 11

CUBIC ENERGY: Wells Fargo Stake at 9.8% as of Dec. 31
CUI GLOBAL: Manchester Management Stake at 2.9% as of Dec. 31
DESIGN-BUILT: Rhode Island Court Names Temporary Receiver
DETROIT, MI: Has Deal on Public Safety Unions' Claims
DETROIT WATER: Fitch Lowers Ratings on 4 Revenue Bond Tranches

DUNLAP OIL: Pineda Grantor Opposes Proposed Sale Procedures
ECO BUILDING: Delays Form 10-Q for Dec. 31 Quarter
ECOSPHERE TECHNOLOGIES: McGuire Stake at 14.8% as of Dec. 31
ECOSPHERE TECHNOLOGIES: Ronald Heller Stake at 5.7% as of Dec. 31
EDDIE BAUER: Jos. A. Bank's Takeover Likely to Fall Apart

ELITE PHARMACEUTICALS: Incurs $1.1 Million Loss in Dec. 31 Qtr.
ENERGY FUTURE: To File for Ch. 11 This Year, Says Warren Buffet
F.C.S. SERVICE: Claims Bar Date Set for June 4
FINJAN HOLDINGS: Cisco Systems Stake at 7.5% as of Dec. 31
FIRST WIND: S&P Affirms 'B-' Issuer Credit Rating; Outlook Stable

FOREST OIL: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg.
FRESH & EASY: Has Authority to Sell Stockton Properties
FRESH & EASY: Has Until March 31 to Decide on Arizona Lease
GELT PROPERTIES: March 5 Hearing on Bid to Use Cash Collateral
GOLDEN STATE MALL: Voluntary Chapter 11 Case Summary

GOLDKING HOLDINGS: Court Extends Lease Decision Period to June 28
GOLDKING HOLDINGS: Gets Court Approval of Bidding Procedures
GREEN FIELD: Slated for March 7 Auction to Select Liquidators
HDOS ENTERPRISES: Files Schedules of Assets and Debts
HDOS ENTERPRISES: U.S. Trustee Names 3 Members to Creditors' Panel

HDOS ENTERPRISES: Proposes to Sell Inventory in Closed Stores
HERITAGE REAL ESTATE: Voluntary Chapter 11 Case Summary
HOST HOTELS: Fitch Raises Issuer Default Rating From 'BB+'
INFUSYSTEM HOLDINGS: GUSMF Stake at 8.4% as of Dec. 31
INSTITUTO MEDICO: U.S. Trustee Seeks Dismissal of Bankruptcy Case

INSTITUTO MEDICO: Asks Court to Dismiss Medical Malpractice Case
JAMES RIVER: Capital Ventures Stake at 3% as of Dec. 31
JEH COMPANY: Hires United Country Cain as Real Estate Broker
JOHN TERNEY: Rhode Island Court Names Permanent Receiver
LEHMAN BROTHERS: Black Diamond Fails in Bid for Documents

LEHMAN BROTHERS: LBI Settlement With Japanese Units Approved
LEHMAN BROTHERS: LBI Trustee Files June-Feb. Report
LEHMAN BROTHERS: Drops Objection to Banesco Claim
LEHMAN BROTHERS: Seeks to Reclassify Claims as Subordinated
LEHMAN BROTHERS: LBI Trustee Seeks to Disallow 199 Claims

LONG BEACH MEDICAL: U.S. Trustee Appoints Creditors' Committee
LONG BEACH MEDICAL: Has Interim OK to Tap $900,000 in DIP Loans
LONG BEACH MEDICAL: Ordered to Show Cause re Ombudsman Appointment
MICROVISION INC: Stockholders OK Common Stock Offering
MARINA BIOTECH: Pryor Cashman Stake at 8.9% as of Dec. 31

MOSS FAMILY: April 4 Hearing on Adequacy of Plan Outline
MOSS FAMILY: Faegre Baker Supplemental Application Approved
MT. GOX BITCOIN: Bitcoin Shop Statement on Bankruptcy Filing
MUSCLEPHARM CORP: Nelson Obus Stake at 9.9% as of Dec. 31
NASSAU TOWER: March 10 Hearing on Riverpath Settlement

NEONODE INC: FMR LLC Stake at 12.5% as of Feb. 13
NEONODE INC: Wellington Stake at 9.7% as of Dec. 31
NISKA GAS: Moody's Rates $575MM Sr. Notes B2 & Affirms B1 CFR
OHANA GROUP: In Compliance With Cash Collateral & Plan Orders
ON SEMICONDUCTOR: S&P Affirms 'BB+' CCR; Outlook Stable

OSP GROUP: S&P Affirms 'B' CCR & Rates $465MM Secured Loan 'B'
PONTIAC CITY, MI: Moody's Affirms 'Caa1' Issuer Rating
PORTOFINO VILLAS: Property to Be Auctioned Off March 17
PRESIDIO INC: Moody's Rates Amended Secured Debt Facilities 'B1'
PROSPECT SQUARE: 4 Debtors Hire Kutner Brinen as Attorneys

PUEBLO OF SANTA ANA: Fitch Affirms BB+ Rating on $10.8MM Bonds
QUANTUM FOODS: U.S. Trustee Names 5-Member Creditors' Committee
QUANTUM FOODS: Has Interim Authority to Tap $27.5MM in DIP Loans
QUANTUM FOODS: Seeks to Employ Winston & Strawn as Ch. 11 Counsel
QUANTUM FOODS: Wants Schedules Filing Date Extended to May 5

QUANTUM FOODS: Seeks to Reject 4 Contracts & Leases
QUANTUM FUEL: Capital Ventures Stake at 5.4% as of Dec. 31
RAPID-AMERICAN CORP: Has Until July 2 to File Chapter 11 Plan
REEVES DEVELOPMENT: Court OKs Hiring of Richard Moreno as Counsel
SBARRO INC: Said to File Chapter 11 Again in Coming Weeks

SECUREALERT INC: Incurs $1.3 Million Net Loss in Dec. 31 Quarter
SEVEN COUNTIES: Trial Begins on Bid to Exit Retirement System
SEVEN COUNTIES: Taps Hall Render as Counsel in NextGen Case
SIMPLY WHEELZ: Seeks to Extend Lease Decision Period
SORENSON COMMUNICATIONS: Files for Chapter 11 with Prepack Plan

SOUND SHORE: Creditors' Panel Hires Deloitte as Financial Advisor
SPANISH BROADCASTING: Renaissance Held 5.6% A Shares at Dec. 31
STANADYNE HOLDINGS: Obtains $220 Million Loan Commitment
STELERA WIRELESS: Court Okays Additional Role for American Legal
STUART WEITZMAN: Add-on Term Loan No Impact on Moody's B2 CFR

TAYLOR MORRISON: Moody's Assigns B2 Rating on $300MM Unsec. Notes
TAYLOR MORRISON: S&P Assigns 'BB-' Rating to $300MM Unsec. Notes
TRI-TECH HOLDING: Receives NASDAQ Delisting Notice
TITAN PHARMACEUTICALS: Deerfield Mgmt No Longer a Shareholder
TRANS-LUX CORP: Posts $168,000 Net Income in Sept. 30 Quarter

TRIUS THERAPEUTICS: KPCB Pandemic No Longer a Shareholder
TULARE REGIONAL: Fitch Lowers Rating on $15.23MM Bonds to 'B'
UNI-PIXEL INC: Wellington Trust No Longer Owns Shares
UNITED AMERICAN: Changes Fiscal Year End to Dec. 31
VIGGLE INC: BAMCO Stake at 6.79% as of Dec. 31

WEST AIRPORT PALMS: Miami Condo Units to Be Sold March 11
WPCS INTERNATIONAL: Details Risks Regarding BTX Acquisition
WPCS INTERNATIONAL: BlackRock Stake Down to 0.7% as of Dec. 31

* Construction Businesses Demonstrate Below-Average Credit Health

* Deloitte's Snyder Inducted Into American College of Bankruptcy
* Jordan Kroop Joins Perkins Coie's Phoenix Office as Partner

* Large Companies With Insolvent Balance Sheets


                             *********


22ND CENTURY: Crede CG Stake at 4.4% as of Dec. 31
--------------------------------------------------
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 beneficially owned
2,186,152 shares of common stock of 22nd Century Group, Inc.,
representing 4.4 percent of the shares outstanding.  Crede CG
previously reported beneficial ownership of 2,860,000 shares at
June 11, 2013.  A copy of the regulatory filing is available for
free at http://is.gd/xZRD2L

                          About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century reported a net loss of $26.15 million in 2013, a net
loss of $6.73 million in 2012 and a net loss of $1.34 million in
2011.  As of Dec. 31, 2013, the Company had $12.28 million in
total assets, $4.76 million in total liabilities and $7.52 million
in total shareholders' equity.

Freed Maxick CPAs, P.C., in Buffalo, New York, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The accounting firm
previously expressed substantial doubt about the Company's ability
to continue as a going concern in their audit report on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that 22nd Century has
suffered recurring losses from operations and as of Dec. 31, 2012,
has negative working capital of $3.3 million and a shareholders'
deficit of $6.1 million.  Additional capital will be required
during 2013 in order to satisfy existing current obligations and
finance working capital needs as well as additional losses from
operations that are expected in 2013, the report added.


ACTIVECARE INC: Delays Form 10-Q for Dec. 31 Quarter
----------------------------------------------------
ActiveCare, Inc., 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.  The Company said it needs additional time to
complete the presentation of its financial statements and the
analysis thereof.

                          About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

ActiveCare incurred a net loss attributable to common stockholders
of $25.95 million the year ended Sept. 30, 2013, as compared with
a net loss attributable to common stockholders of $12.42 million
for the year ended Sept. 30, 2012.  The Company's balance sheet at
Sept. 30, 2013, showed $12.37 million in total assets, $13.16
million in total liabilities and a $791,311 total stockholders'
deficit.

Tanner LLC, in Salt Lake City, Utah, 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, has negative cash flows
from operating activities, has negative working capital, and has
negative total equity.  These conditions, among others, raise
substantial doubt about its ability to continue as a going
concern.


ADAMIS PHARMACEUTICALS: Incurs $5.5MM Loss in Dec. 31 Quarter
-------------------------------------------------------------
Adamis Pharmaceuticals Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $5.52 million on $0 of revenue for the
three months ended Dec. 31, 2013, as compared with a net loss of
$1.97 million on $0 of revenue for the three months ended Dec. 31,
2012.

For the nine months ended Dec. 31, 2013, the Company reported a
net loss of $6.60 million on $0 of revenue as compared with a net
loss of $5.55 million on $0 of revenue for the nine months ended
Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $14.76 million in total
assets, $4.66 million in total liabilities and $10.09 million in
total stockholders' equity.

                        Bankruptcy Warning

"Our management intends to address any shortfall of working
capital by attempting to secure additional funding through equity
or debt financings, sales or out-licensing of intellectual
property assets, seeking partnerships with other pharmaceutical
companies or third parties to co-develop and fund research and
development efforts, or similar transactions.  However, there can
be no assurance that we will be able to obtain any sources of
funding.  If we are unsuccessful in securing funding from any of
these sources, we will defer, reduce or eliminate certain planned
expenditures.  There is no assurance that any of the above options
will be implemented on a timely basis or that we will be able to
obtain additional financing on acceptable terms, if at all.  If
adequate funds are not available on acceptable terms, we could be
required to delay development or commercialization of some or all
of our products, to license to third parties the rights to
commercialize certain products that we would otherwise seek to
develop or commercialize internally, or to reduce resources
devoted to product development.  In addition, one or more
licensors of patents and intellectual property rights that we have
in-licensed could seek to terminate our license agreements, if our
lack of funding made us unable to comply with the provisions of
those agreements.  If we did not have sufficient funds to continue
operations, we could be required to seek bankruptcy protection or
other alternatives that could result in our stockholders losing
some or all of their investment in us.  Any failure to dispel any
continuing doubts about our ability to continue as a going concern
could adversely affect our ability to enter into collaborative
relationships with business partners, make it more difficult to
obtain required financing on favorable terms or at all, negatively
affect the market price of our common stock and could otherwise
have a material adverse effect on our business, financial
condition and results of operations," the Company said in the
Quarterly Report.

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

                        http://is.gd/5Oo8qn

                           About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.

The Company's independent registered public accounting firm has
included a "going concern" explanatory paragraph in its report on
the Company's financial statements for the years ended March 31,
2013, and 2012, indicating that the Company has incurred recurring
losses from operations and has limited working capital to pursue
its business alternatives, and that these factors raise
substantial doubt about the Company's ability to continue as a
going concern.


ADAMIS PHARMACEUTICALS: Gemini Master Stake at 3.6% as of Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Gemini Master Fund, Ltd., and its affiliates
disclosed that as of Dec. 31, 2013, they beneficially owned
375,130 shares of common stock of Adamis Pharmaceuticals
Corporation representing 3.6 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/vrrXie

                           About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.

The Company's independent registered public accounting firm has
included a "going concern" explanatory paragraph in its report on
the Company's financial statements for the years ended March 31,
2013, and 2012, indicating that the Company has incurred recurring
losses from operations and has limited working capital to pursue
its business alternatives, and that these factors raise
substantial doubt about the Company's ability to continue as a
going concern.

As of Dec. 31, 2013, the Company had $14.76 million in total
assets, $4.66 million in total liabilities and $10.09 million in
total stockholders' equity.

                         Bankruptcy Warning

"Our management intends to address any shortfall of working
capital by attempting to secure additional funding through equity
or debt financings, sales or out-licensing of intellectual
property assets, seeking partnerships with other pharmaceutical
companies or third parties to co-develop and fund research and
development efforts, or similar transactions.  However, there can
be no assurance that we will be able to obtain any sources of
funding.  If we are unsuccessful in securing funding from any of
these sources, we will defer, reduce or eliminate certain planned
expenditures.  There is no assurance that any of the above options
will be implemented on a timely basis or that we will be able to
obtain additional financing on acceptable terms, if at all.  If
adequate funds are not available on acceptable terms, we could be
required to delay development or commercialization of some or all
of our products, to license to third parties the rights to
commercialize certain products that we would otherwise seek to
develop or commercialize internally, or to reduce resources
devoted to product development.  In addition, one or more
licensors of patents and intellectual property rights that we have
in-licensed could seek to terminate our license agreements, if our
lack of funding made us unable to comply with the provisions of
those agreements.  If we did not have sufficient funds to continue
operations, we could be required to seek bankruptcy protection or
other alternatives that could result in our stockholders losing
some or all of their investment in us.  Any failure to dispel any
continuing doubts about our ability to continue as a going concern
could adversely affect our ability to enter into collaborative
relationships with business partners, make it more difficult to
obtain required financing on favorable terms or at all, negatively
affect the market price of our common stock and could otherwise
have a material adverse effect on our business, financial
condition and results of operations," the Company said in its
quarterly report for the period ended Dec. 31, 2013.


ADAMIS PHARMACEUTICALS: CRT Capital Stake at 5.2% as of Dec. 31
---------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, CRT Capital Group LLC disclosed that as of Dec. 31,
2013, it beneficially owned 513,628 shares of common stock of
Adamis Pharmaceuticals Corporation representing 5.2 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/R4EaGU

                         About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.

The Company's independent registered public accounting firm has
included a "going concern" explanatory paragraph in its report on
the Company's financial statements for the years ended March 31,
2013, and 2012, indicating that the Company has incurred recurring
losses from operations and has limited working capital to pursue
its business alternatives, and that these factors raise
substantial doubt about the Company's ability to continue as a
going concern.

As of Dec. 31, 2013, the Company had $14.76 million in total
assets, $4.66 million in total liabilities and $10.09 million in
total stockholders' equity.

                         Bankruptcy Warning

"Our management intends to address any shortfall of working
capital by attempting to secure additional funding through equity
or debt financings, sales or out-licensing of intellectual
property assets, seeking partnerships with other pharmaceutical
companies or third parties to co-develop and fund research and
development efforts, or similar transactions.  However, there can
be no assurance that we will be able to obtain any sources of
funding.  If we are unsuccessful in securing funding from any of
these sources, we will defer, reduce or eliminate certain planned
expenditures.  There is no assurance that any of the above options
will be implemented on a timely basis or that we will be able to
obtain additional financing on acceptable terms, if at all.  If
adequate funds are not available on acceptable terms, we could be
required to delay development or commercialization of some or all
of our products, to license to third parties the rights to
commercialize certain products that we would otherwise seek to
develop or commercialize internally, or to reduce resources
devoted to product development.  In addition, one or more
licensors of patents and intellectual property rights that we have
in-licensed could seek to terminate our license agreements, if our
lack of funding made us unable to comply with the provisions of
those agreements.  If we did not have sufficient funds to continue
operations, we could be required to seek bankruptcy protection or
other alternatives that could result in our stockholders losing
some or all of their investment in us.  Any failure to dispel any
continuing doubts about our ability to continue as a going concern
could adversely affect our ability to enter into collaborative
relationships with business partners, make it more difficult to
obtain required financing on favorable terms or at all, negatively
affect the market price of our common stock and could otherwise
have a material adverse effect on our business, financial
condition and results of operations," the Company said in its
quarterly report for the period ended Dec. 31, 2013.


AEROGROW INTERNATIONAL: Lazarus Mgt. Stake at 15.6% as of Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Lazarus Management Company LLC and its
affiliates disclosed that as of Dec. 31, 2013, they beneficially
owned 919,011 shares of common stock of AeroGrow International,
Inc., representing 15.6 percent of the shares outstanding.  The
reporting persons previously owned 73,049,427 shares at April 11,
2012.  A copy of the regulatory filing is available for free at:

                        http://is.gd/lrqL3i

                           About AeroGrow

Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.

Aerogrow incurred a net loss of $8.25 million for the year ended
March 31, 2013, as compared with a net loss of $3.55 million
during the prior year.  For the nine months ended Dec. 31, 2013,
the Company incurred a net loss of $246,000.  As of Dec. 31, 2013,
the Company had $5.20 million in total assets, $2.54 million in
total liabilities and $2.65 million in total stockholders' equity.


AFA INVESTMENT: Committee Urges Class 4 Claimants to Support Plan
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of AFA Investment Inc., et al., on Feb. 12 submitted with
the Bankruptcy Court a support letter regarding the First Amended
Joint Plan of Liquidation of the Debtors dated Jan. 18, 2014.

The Committee support letter encourages holder of claims in
Class 4 under the Plan to Vote to accept the Plan.  A copy of the
letter is available for free at:

  http://bankrupt.com/misc/AFAInvestment1435lettersupportplan.pdf

Class 4 Claimants are creditors that supplied goods 20 days prior
to the Bankruptcy filing.

In a separate filing, the Debtor filed a supplement to the First
Amended Plan.  Pursuant to the Plan, the Debtors are required to
file a Plan Supplement to provide notice of certain information or
terms and conditions that are supplemental to the Plan, including,
without limitation (a) the qualifications of, and the proposed
compensation for, the Plan Administrator; and (b) the
identification of any executory contracts or unexpired leases to
be assumed pursuant to the Plan.

These exhibits collectively constitute the Plan Supplement:

   Exhibit A: Plan Administrator Qualifications and Compensation
   Exhibit B: Executory Contracts and Unexpired Leases to Be
              Assumed
   Exhibit C: Notice of Certain Postpetition Consulting Agreements

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

    http://bankrupt.com/misc/AFAInvestment1433suppplan.pdf

As reported in the Troubled Company Reporter on Jan. 31, 2014,
Judge Mary Walrath approved the Disclosure Statement explaining
the Chapter 11 Plan on a preliminary basis in connection with the
solicitation of votes to accept or reject the Plan, subject to
final approval at a combined hearing.

In a Jan. 16, 2014 order, the judge authorized the Debtors to make
conforming changes, corrections and other non-substantive
revisions to the Disclosure Statement and to use the Disclosure
Statement in connection with the solicitation of votes.

The Debtors filed with the Court on Jan. 18, a version of the
Disclosure Statement, with a correction that the plan voting
deadline is 5:00 p.m. on Feb. 21, 2014.  A full-text copy of this
version of the Disclosure Statement is available for free at

     http://bankrupt.com/misc/AFAINVESTMENT_dsjan17.PDF

A combined hearing will be held before the Delaware Bankruptcy
Court on March 5, 2014, at 2:00 p.m., Eastern Time.  Objections
were due Feb. 21.

As reported by the TCR, the Plan aims to facilitate the continued
liquidation and distribution of the Debtors' remaining assets and
the wind-down of their estates, consistent with a global
settlement among the Debtors and its major stakeholders.  The
settlement provides that the second lien lenders will be allowed a
claim for approximately $70 million, among other things.

                         About AFA Foods

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

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

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

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

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

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

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

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

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


AHS MEDICAL: S&P Puts 'B' CCR on CreditWatch Negative
-----------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on AHS Medical Holdings LLC on
CreditWatch with negative implications.

"The CreditWatch placement follows delays in AHS Medical's plans
to sell its Lovelace Health Plan to Health Care Service Corp., as
the transaction awaits further regulatory review," said credit
analyst David Kaplan.  "We believe the health plan is likely very
unfavorable to EBITDA and cash flow, since the mid-2013 loss of
about 30% of the customer base in the New Mexico Medicaid Managed
care program.  We believe the delay of the sale may have eroded
already thin covenant cushions, especially given a step-down in
the covenant level for the fourth quarter.  The resolution of the
sale of the health plan is a key consideration because of its
contribution to the company's underperformance, relative to our
expectations."

S&P will monitor the progress of the sale of the health plan, the
effect of the plan on the company's operating performance and the
posture of the lenders with respect to covenant compliance.  In
the event that the sale is prolonged and covenants are breached,
we could lower the rating by multiple notches.  If the health plan
is sold in the near term with proceeds applied to debt reduction,
alleviating concerns over covenants, S&P could affirm the current
rating.


AIG LIFE: Fitch Ups Rating on 3 Sub. Debentures Tranches From BB+
-----------------------------------------------------------------
Fitch Ratings has upgraded American International Group, Inc.'s
Issuer Default Rating (IDR) to 'A-' from 'BBB+'.  The ratings on
AIG's senior debt obligations are upgraded to 'BBB+' from 'BBB'.
The Insurer Financial Strength (IFS) ratings of AIG's rated
property/casualty insurance subsidiaries are affirmed at 'A'. The
IFS ratings of the company's U.S. life insurance subsidiaries led
by AGC Life Insurance Company are affirmed at 'A+'.

In addition the long-term senior secured ratings of securities
issued by ASIF Global Financing, ASIF II Program and ASIF III
Program were revised to 'A+' from 'A' and are also affirmed at
'A+'.  The revision brings the long-term senior secured ratings of
these entities in line with AIG Life and Retirement's IFS ratings,
which were previously upgraded on Feb. 14, 2013 and affirmed on
Aug. 8, 2013.  The Rating Outlook is Stable.

Key Rating Drivers

The holding company upgrade recognizes the continued improvement
in the organization's capital position and debt servicing
capabilities.  The company's financial leverage as measured by the
ratio of financial debt and preferred securities to total capital
(excluding operating debt and the impact of FAS 115) declined to
18% at year-end 2013 from 31% at year-end 2010. Fitch's total
financial commitment (TFC) ratio has also improved, to 1.1x at
year-end 2013 from 2.5x at year-end 2010.  The sale of aircraft
leasing subsidiary International Lease Finance Corporation (ILFC)
to AerCap Holdings N.V. that is expected to close in second
quarter 2014 will further reduce TFC to a pro forma level of
approximately 0.7x.

The upgrade of the IDR and debt ratings is also based on Fitch's
view that the improved earnings and dividend capacity of AIG's
Life and Retirement segment can support the interest and debt
service payments of the holding company.  The holding company
rating now reflects the application of standard notching between
the holding company IDR and the life operating companies' implied
IDR.

AIG reported significantly improved profitability in 2013.  Net
income increased by over 160% to $9.1 billion, which corresponds
with a return on equity of 9.2%.  Pre-tax operating income was
$4.8 billion for AIG's Property Casualty segment and $5.1 billion
for Life and Retirement operations in 2013.

Earnings growth at the insurance subsidiaries and the repayment of
higher coupon debt has led to significantly improved interest
coverage.  Operating-earnings-based interest coverage on financial
debt improved to 6.7x in 2013 from 2.2x in 2012.  AIG's ability to
meet holding company obligations is primarily supported by
dividend capacity from the insurance subsidiaries.  Cash
distributions from subsidiaries totaled $8.7 billion in 2013.  The
company has built a strong holding company liquidity position that
includes $7.2 billion of unencumbered cash and investments at year
end 2013, and $4.4 billion of available capacity from credit
facilities.

AIG property/casualty subsidiary ratings consider the company's
unique market position in the global insurance market given its
absolute size.  Lower catastrophe losses and benefits from recent
pricing underwriting and portfolio repositioning actions led to a
decline in the property casualty combined ratio to 101.3% in 2013
from 108.5% a year earlier.  The company's underwriting results
were affected by modest unfavorable reserve development in 2012
and 2013.  AIG's underwriting performance continues to lag large
commercial insurer peers.

The ratings of AIG's Life and Retirement subsidiaries are driven
by these entities' strong statutory capital position, more
conservative asset allocation and return to stronger operating
profits and earnings stability. The company has demonstrated that
the effects of the previous financial crisis have subsided.
Operating income has improved in 2012 and 2013 as a result of
higher fee income driven by growth in assets under management,
continued active spread management, higher investment income and
low levels of surrender activity. These positive factors are
offset somewhat by concerns as to the effect of continued very low
interest rates on product performance and future profitability.

The 'A+' senior secured notes ratings assigned to the securities
issued by ASIF Global Financing, ASIF II Program and ASIF III
Program recognizes that the obligations are secured by a funding
agreement with cash flow structures that enable the trustees to
make payments on the notes.  Thus the notes are dependent upon the
credit quality of AIG Life and Retirement and are assigned the
insurer's IFS rating.

All ratings reflect AIG's success in restructuring and
deleveraging efforts over the last five years. All government
support was repaid by AIG in 2012.  The company is now an
independent publicly held corporation with an operating focus on
global property/casualty insurance and domestic life insurance and
retirement products.

Rating Sensitivities

Key triggers that could lead to future rating upgrades include:

-- Demonstration of higher and more consistent earnings within
   Property/Casualty or Life and Retirement operating segments
   that translate into average earnings-based interest coverage
   above 10.0x. This would correspond with insurance pre-tax
   operating earnings of approximately $14 billion;
-- Further improvement in AIG's capital structure and leverage
   metrics that reduce the company's TFC ratio to below 0.5x;
-- Continued improvement in the operating earnings of the Life and
   Retirement segment which could lead to an upgrade of those
   subsidiary ratings;
-- A shift to modest sustainable breakeven or better underwriting
   results, with greater loss reserve stability or reserve
   redundancies could lead to an upgrade of property casualty
   subsidiary IFS ratings.

Key triggers that could lead to a future rating downgrade include:

-- Increases in financial leverage as measured by financial debt-
   to-total capital to a sustained level above 30%, or a material
   increase in the TFC ratio from current levels;
-- Significant reductions in debt servicing capacity from holding
   company assets and available dividends from subsidiaries to a
   level below 6x annual interest on financial debt;
-- Large underwriting losses and/or heightened reserve volatility
   of the company's non-life insurance subsidiaries that Fitch
   views as inconsistent with that of comparably-rated peers and
   industry trends;
-- Deterioration in the company's domestic life subsidiaries'
   profitability trends;
-- Material declines in risk-based capital ratios at either the
   domestic life insurance or the non-life insurance subsidiaries,
   and/or failure to achieve the above noted capital structure
   improvements.

Fitch has upgraded the following ratings with a Stable Outlook:

American International Group, Inc.

-- Long-term IDR to 'A-' from 'BBB+'.

AIG International, Inc.

-- Long-term IDR to 'A-' from 'BBB+';

-- USD175 million of 5.60% senior unsecured notes due July 31,
   2097 to 'BBB+' from 'BBB'.

American International Group, Inc.

-- Various senior unsecured note issues to 'BBB+' from 'BBB';

-- USD1 billion of 4.125% senior unsecured notes due Feb. 15, 2024
   to 'BBB+' from 'BBB';

-- USD1.5 billion of 4.875% senior unsecured notes due June 2022
   to 'BBB+' from 'BBB';

-- USD800 million of 4.875% senior unsecured notes due Sept. 15,
   2016 to 'BBB+' from 'BBB';

-- EUR420.975 million of 6.797% senior unsecured notes due Nov.
   15, 2017 to 'BBB+' from 'BBB';

-- GBP323.465 million of 6.765% senior unsecured notes due Nov. 15
   , 2017 to 'BBB+' from 'BBB';

-- GBP338.757 million of 6.765% senior unsecured notes due Nov.
   15, 2017 to 'BBB+' from 'BBB';

-- USD256.161 million of 6.820% senior unsecured notes due Nov.
   15, 2037 to 'BBB+' from 'BBB';

-- USD1 billion of 3.375% senior unsecured notes due Aug. 15, 2020
   to 'BBB+' from 'BBB';

-- USD250 million of 2.375% subordinated notes due Aug. 24, 2015
   to 'BBB' from 'BBB-';

-- EUR750 million of 8.00% series A-7 junior subordinated
   debentures due May 22, 2038 to 'BBB-' from 'BB+';

-- USD4 billion of 8.175% series A-6 junior subordinated
   debentures due May 15, 2058 to 'BBB-' from 'BB+';

-- GBP309.850 million of 5.75% series A-2 junior subordinated
   debentures due March 15, 2067 to 'BBB-' from 'BB+';

-- EUR409.050 million of 4.875% series A-3 junior subordinated
   debentures due March 15, 2067 to 'BBB-' from 'BB+';

-- GBP900 million of 8.625% series A-8 junior subordinated
   debentures due May 22, 2068 to 'BBB-' from 'BB+';

-- USD687.581 million of 6.25% series A-1 junior subordinated
   debentures due March 15, 2087 to 'BBB-' from 'BB+'.

AIG Life Holdings, Inc.

-- Long-term IDR to 'A-' from 'BBB+';

-- USD150 million of 7.50% senior unsecured notes due July 15,
   2025 to 'BBB+' from 'BBB';

-- USD150 million of 6.625% senior unsecured notes due Feb. 15,
   2029 to 'BBB+' from 'BBB';

-- USD300 million of 8.50% junior subordinated debentures due July
   1, 2030 to 'BBB-' from 'BB+';

-- USD500 million of 7.57% junior subordinated debentures due Dec.
   1, 2045 to 'BBB-' from 'BB+';

-- USD500 million of 8.125% junior subordinated debentures due
   March 15, 2046 to 'BBB-' from 'BB+'.

Fitch has affirmed the following ratings with a Stable Outlook:

AGC Life Insurance Company
American General Life Insurance Company
The Variable Annuity Life Insurance Company
United States Life Insurance Company in the City of New York
-- IFS rating at 'A+'.

AIU Insurance Company
American Home Assurance Company
AIG Assurance Company
AIG Europe Limited
AIG MEA Limited
American International Overseas Limited
AIG Property Casualty Company
AIG Specialty Insurance Company
Commerce & Industry Insurance Company
Granite State Insurance Company
Illinois National Insurance Company
Insurance Company of the State of Pennsylvania
Lexington Insurance Company
National Union Fire Insurance Company of Pittsburgh, PA
New Hampshire Insurance Company
--IFS rating at 'A'.

Fitch has revised and affirmed the following ratings:

ASIF Global Financing

-- USD750 million of 6.9% senior secured notes due March 15, 2032
   to 'A+' from 'A';

ASIF II Program

-- JPY10 billion of 2.7045% senior secured notes due July 23, 2014
   to 'A+' from 'A';
-- GBP200 million of 6.375% senior secured notes due Oct. 5, 2020
   to 'A+' from 'A';
-- USD82 million of 0% senior secured notes due Jan. 2, 2032 to
   'A+' from 'A'.

ASIF III Program

-- CHF150 million of 3% senior secured notes due Dec. 29, 2015 to
   'A+' from 'A';
-- GBP350 million of 5.375% senior secured notes due Oct. 14, 2016
   to A+' from 'A';
-- GBP250 million of 5% senior secured notes due Dec. 18, 2018 to
   'A+' from 'A';
-- EUR200 million of 1.66% senior secured notes due Dec. 20, 2024
   to 'A+' from 'A'.


ALLSTATE CORP: Fitch Rates $650 Million Preferred Stock at 'BB+'
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to The Allstate
Corporation's issuance of preferred stock.

Fitch currently rates Allstate's IDRs 'A-/ F1' with a Stable
Outlook.

Key Rating Drivers

Allstate's planned issuance of $650 million of 6.625% fixed rate
perpetual non-cumulative preferred stock (an amount excluding a
possible additional 15% overallotment) is for general corporate
purposes.

Based on its rating criteria, Fitch has assigned 100% equity
credit to the preferred stock and has added an additional notch to
the rating to reflect more aggressive loss absorption features.

The security has no stated maturity.  Dividends are non-cumulative
and Allstate has the option to defer them at their discretion.  In
addition, the security has a mandatory deferral feature that
requires deferral if certain capital ratios or operating results
are breached.  Fitch believes the mandatory deferral could be
triggered before there is significant stress in the organization.
Therefore, it deems the features as having more aggressive loss
absorption.

Debt-to-total capital remained appropriate for the current rating
category at 23.4% at Dec. 31, 2013 (22.8% proforma for the
preferred stock issue), relative to Fitch's median guideline of
28%.  This ratio was calculated excluding unrealized investment
gains on fixed income securities from shareholders' equity.

Fitch calculated the run-rate fixed charge coverage to be between
9-11 times based on $3.8 billion in GAAP EBIT for 2013.  GAAP EBIT
was divided by annual interest expense on the debt and pre-tax
preferred dividends, totaling approximately $440 million
(including dividends from the new stock issue).  Fitch's median
guideline for the rating category is 7.0x.

Rating Sensitivities

Key rating triggers for Allstate that could lead to an upgrade
include:

-- Growth in surplus leading to an improved capitalization profile
   measured by operating leverage approaching 1.1x and a score of
   'Strong' or better on Fitch's proprietary capital model, Prism;

-- Reduced volatility in earnings from catastrophe losses and
   better operating results consistent with companies in the 'AA'
   rating category;

-- Standalone ratings for Allstate's life subsidiaries could
   increase if their consolidated statutory Risky Assets/TAC ratio
   falls below 100% and they are able to sustain a GAAP based
   Return on Assets ratio over 80 basis points.

Key rating triggers for Allstate that could lead to a downgrade
include:

-- A prolonged decline in underwriting profitability that is
   inconsistent with industry averages or is driven by an effort
   to grow market share during soft pricing conditions;

-- Substantial adverse reserve development that is inconsistent
   with industry trends;

-- Significant deterioration in capital strength as measured by
   Fitch's capital model, NAIC risk-based capital and traditional
   operating leverage. Specifically, if operating leverage,
   excluding the surplus of the life insurance operations,
   approached 2.5x it would place downward pressure on ratings;

-- Significant increases in financial leverage ratio to greater
   than 30%;

-- Unexpected and adverse surrender activity on liabilities in the
   life insurance operations;

-- Liquid assets at the holding company less than one year's
   interest expense and common dividends.

Fitch has assigned the following rating:

-- 6.625% Series E preferred stock 'BB+'.


AMSTED INDUSTRIES: Moody's Rates New $500MM Unsecured Notes Ba3
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 Corporate Family
Rating ('CFR') for Amsted Industries Incorporated ('Amsted') and
maintained its stable outlook, as Amsted is seeking to refinance
its senior unsecured notes and replace its senior secured credit
facility. At the same time, Moody's has assigned a Ba3 rating to
the new $500 million senior unsecured notes due 2022 that Amsted
plans to issue as part of this refinancing. The ratings consider
Amsted's leading market positions in each of the company's
business segments, its strong cash flows and limited leverage,
balanced against increasing share repurchase obligations under its
Employees' Stock Ownership Plan ('ESOP').

Ratings Rationale

The Ba2 CFR for Amsted takes into account the company's leading
market positions in each of its three business segments: railroad
products, vehicular products and industrial products. Focused on
technical excellence, the company strives to grow its business
through product innovations, close relationships with its
customers and efficient manufacturing processes.

The ratings are also supported by Amsted's demonstrated ability to
generate strong cash flows, in part due to Federal income tax
benefits derived from its status as an S Corporation, as well as
management's focus on cash generation and working capital
management. With relatively moderate capital expenditure
requirements, free cash flow has been particularly strong in
fiscal 2012 and 2013: approximately $300 million and $460 million,
respectively.

However, Amsted's obligations to repurchase shares from eligible
ESOP participants have increased materially, following a rapid
increase in the independently determined share value for Amsted
since the end of fiscal 2012. Consequently, Moody's considers
Amsted's ESOP exposure a principal rating constraint.

Under management's prudent financial policy, debt levels are
moderate, resulting in very strong leverage at the Ba2 CFR of only
1.8 times, measured as Debt to EBITDA for the last twelve months
ending January 4, 2014. Moody's believes that this will help the
company to sustain any adverse developments in Amsted's ESOP
exposure.

The Ba3 rating for Amsted's senior unsecured notes is one notch
below the CFR of Ba2. This is due to a substantial amount of
potential senior secured debt obligations represented by the new
$400 million revolving credit facility, as well as the new $100
million senior secured term loan in Moody's Loss Given Default
Analysis ('LGD').

The stable ratings outlook reflects Moody's expectation for near-
term strengthening of end-market demand for rail freight cars,
specifically tank cars, as well as heavy duty trucks. Moody's
anticipates cash flow to be adversely affected by rights
exercisable under Amsted's Stock Appreciation Rights Plan, as the
intrinsic value of these rights has increased materially in line
with Amsted's share value. Although net cash generation could
therefore become negative in fiscal 2014, taking into account the
ESOP share repurchase obligations, Moody's expects no material
change in the company's leverage.

As leverage is currently strong relative to the Ba2 rating,
leverage is not a key driver to a higher ratings consideration.
Instead, a better balance between Amsted's ESOP repurchase needs
and the company's free cash flow generation would be a key factor
for a potential upgrade.

Ratings could be lowered if ESOP obligations rise to a level that
result in a significant increase in debt or draw on the company's
liquidity sources, particularly at a time when business conditions
were to deteriorate unexpectedly. Debt to EBITDA of over 3.0 times
or Retained Cash Flow to Debt of less than 30% could also warrant
a lower rating consideration.

Assignments:

Issuer: Amsted Industries Incorporated

Senior Unsecured Regular Bond/Debenture, Assigned Ba3
(LGD4, 66%)

Affirmations:

Issuer: Amsted Industries Incorporated

Corporate Family Rating, Affirmed Ba2

Probability of Default Rating, Affirmed Ba2-PD

Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD4,
62%) (to be withdrawn upon completion of cash tender offer)

Outlook Actions:

Issuer: Amsted Industries Incorporated

Outlook, Remains Stable

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

Amsted Industries Incorporated, headquartered in Chicago,
Illinois, is a diversified manufacturer of highly engineered
components used in the railroad, vehicular, construction and
industrial sectors. The company is 100% owned by its Employee
Stock Ownership Plan ('ESOP'').


AMSTED INDUSTRIES: S&P Assigns 'BB' Rating to $500MM Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '4' recovery rating to Chicago, Ill.-based engineered
industrial components manufacturer Amsted Industries Inc.'s
proposed $500 million senior unsecured notes due 2022.  The '4'
recovery rating indicates S&P's expectation for an average (30%-
50%) recovery in the event of a default.

As part of the transaction, the company also plans to refinance
its existing $300 million unrated revolver (undrawn at closing)
with a new unrated $400 million revolving credit facility and an
unrated $100 million term loan.  The company plans to use the
proceeds from the proposed notes and term loan to repay its
existing $500 million senior unsecured notes due 2018 and for
general corporate purposes.

The 'BB' corporate credit rating on Amsted remains unchanged.  The
outlook is stable.  S&P assess the company's business risk as
"fair," primarily reflecting its strong technical capabilities and
long-standing customer relationships, which should allow it to
maintain its good market position.  However, Amsted operates in
cyclical railcar and vehicular products end markets, where demand
can be highly volatile.

"We assess Amsted's financial risk profile as "significant."  We
expect that the company will maintain debt to EBITDA of less than
3x and funds from operation to debt of more than 30% during a
period of relatively favorable end-market conditions and sizeable
but manageable employee stock ownership plan redemptions.  In a
downturn or during periods of larger share repurchases, we do not
expect these measures to deteriorate to more than 4x or less than
20%, respectively, for a sustained period," S&P said.

RATING LIST

Amsted Industries Inc.
Corporate Credit Rating                  BB/Stable/--

New Rating

Amsted Industries Inc.
$500 million senior unsecured notes due 2022     BB
  Recovery Rating                                 4


ATHERTON BAPTIST: Fitch Affirms B+ Rating on $35.3MM Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'B+' rating on approximately $35.3
million series 2010A and B bonds issued by the city of Alhambra,
CA on behalf of Atherton Baptist Homes (Atherton).  The Rating
Outlook is Stable.

Security

The bonds are secured by gross revenue pledge, mortgage, and debt
service reserve fund.

Key Rating Drivers

Poor Operating Performance: Atherton's operating performance has
been weak with an operating ratio above 100% over the last six
years, which is extremely poor especially for a Type C contract.
Atherton posted operating ratios of 123.2% and 122.7% in fiscal
2012 and 2013, respectively compared to Fitch's 2013 type-C median
of 92.8%.  According to management, fiscal 2013 performance was
challenged by an increase in workers compensation insurance
expense due to its high claims experience as well as increased
staffing costs in its skilled nursing facility to regain its four
star designation.

Weak Management Practices: Fitch believes Atherton's poor
operating performance reflects the organization's weak management
and governance practices.  Atherton has had numerous consultant
engagements and a management report produced in 2012 highlighted
the organization's slowness to adopt industry best practices in
marketing and sales.  Although Atherton has implemented the
recommendations in the management report, concerns regarding the
management of operations remain.  The fiscal 2014 budget shows
another year of a fairly sizeable bottom line loss, which Fitch
believes is unsustainable.

Success In Courtyard Sales: Atherton's series 2010 bond issue
funded the addition of 50 independent living units (ILUs)
(Courtyard) and the slow rate of sales of the Courtyard units had
been a credit concern.  With the hiring of Greenbrier (marketing
consultant) in late 2012, the separation of sales and marketing
duties, and the hiring of a Director of Sales in early 2013, the
number of occupied units increased to 47 in the fourth quarter
2013 from 30 in the first quarter 2013.  It is expected that the
Courtyard will reach 100% occupancy by March 2014.

Focus On Increasing Occupancy In Classic Units: Occupancy in the
Classic ILUs (170 existing ILUs) dropped to 78.8% in the fourth
quarter of 2013 from 84.7% in the first quarter of 2013 due to
higher than normal attrition.  The sales and marketing teams are
focused on improving occupancy in the Classic units now that the
Courtyard units are effectively sold.  The target is to reach 91%
occupancy by the end of 2014, which Fitch believes will be
challenging.

Weak Liquidity: Excluding $5.38 million of cash and investments
that are earmarked for the payoff of the majority of the remaining
series 2010B bonds, Atherton's liquidity ratios are weak with 144
days cash on hand and 24.5% cash to debt. Further, Atherton has a
liquidity covenant of maintaining at least 180 days cash on hand
beginning June 30, 2015.

Rating Sensitivities

Improved Performance Necessary: Atherton needs to demonstrate
improved financial performance over the next two years with the
testing of bond covenants, especially debt service coverage
beginning in fiscal 2015. Financial projections prepared by
Atherton's management consultant indicates improved cash flow and
relies significantly on consistent turnover entrance fee proceeds
at a much higher level than in its last six years, which Fitch
views as aggressive. However, the sales team stated that they are
on track with occupancy goals year to date.

Credit Profile

Atherton Baptist Homes is a Type C continuing care retirement
community (CCRC) located in Alhambra, CA with 170 Classic ILUs, 50
Courtyard ILUs, 38 ALU, and 99 SNF beds.  Total revenue in fiscal
2013 (Dec. 31 year end; unaudited) was $16.8 million.

Weak Financial Profile
Atherton's financial profile is characteristic of a non-investment
grade credit with a high debt burden, poor profitability, and
light liquidity.  Fitch used maximum annual debt service (MADS) of
$2.557 million, which assumes the pay down of the series 2010B
bonds.  MADS comprised 13.8% of total revenue in 2013. Atherton is
required to maintain MADS coverage of 1.2x beginning in fiscal
2015 and coverage below 1x for two consecutive years would be an
event of default.  Atherton had 1.14x coverage per bond covenant
calculation in fiscal 2013.

Historical profitability has been poor.  Atherton's fiscal 2013
budget of negative $3.8 million bottom line was in line with prior
year performance.  Actual 2013 results were better with a negative
$2.7 million bottom line only due to a $1 million unrestricted
contribution from a resident.  The fiscal 2014 budget shows a
bottom line of negative $3 million and includes the continued
pressure on workers compensation insurance expense due to higher
claims experience.  A director of human resources was hired in
early 2013 and the number of claims has been declining, however,
Atherton's claims experience is still higher than the industry
average.

Fitch believes Atherton's management practices and governance
oversight has been a contributing factor to its poor operating
performance.  Fitch believes the budgeting of ongoing sizeable
bottom line losses is unsustainable and an inability to correct
the structural imbalance of cash operating expenses in excess of
cash operating revenue is viewed as a major credit weakness.

Success in Courtyard Sales
The Courtyard project was part of Atherton's campus improvement
plan.  The project added 50 ILUs to the existing campus and
included the renovation and upgrade of existing common facilities.
The total construction cost was $33.4 million and the Courtyard
opened on time and within budget in June 2011.  Atherton issued
$29.3 million fixed rate series 2010A bonds and $14.64 million of
series 2010B bonds to fund the project.

The series 2010B bonds are being paid down with initial entrance
fees generated from the Courtyard project and the balance as of
Dec. 31, 2013 was $6.02 million.  Management indicated that $4.38
million was paid on Jan. 1, 2014 and another $1.0 million is
expected to be paid on April 1, 2014.  The final maturity of the
series 2010B bonds is Jan. 1, 2017.  The remaining balance
(approximately $640,000) will be paid from internal funds or there
are two more Courtyard units that will generate an initial
entrance fee (average entrance fee $350,000 per unit).

At the time of Fitch's last review in March 2013, Atherton only
had 31 Courtyard units occupied, which has increased to 48 as of
February 2014.  The strong sales activity has been driven by the
changes in the sales team that has been focused on utilizing its
lead management system and holding sales staff accountable.

Focus on Improving Occupancy in Classic Units
Atherton is required to maintain occupancy in the Classic ILUs at
82.5% and failure to do so requires a consultant call in.
Solutions Advisors is now fulfilling this requirement.  High
attrition in the fourth quarter of 2013 drove occupancy in the
Classic units down to 78.8% and as of Feb. 24, 2014, occupancy was
still 78.8% but with 11 depositors scheduled to move in.  The
marketing team has several new strategies to focus on improving
occupancy and will utilize the community's 100 year anniversary as
well as a continued referral stream from existing residents.
Atherton's pricing is relative to local housing prices and the
real estate values have been trending up over the last two years.
The marketing and sales team goal for 2014 is to increase the
occupancy in the Classic units to 91% or 155 out of 170 units.
Management's financial forecast incorporates net turnover entrance
fee receipts of approximately $4 million-$5 million per year in
the forecasted period compared to $2.1 million in fiscal 2013,
$1.4 million in fiscal 2012 and $1.2 million in fiscal 2011 which
Fitch views as aggressive.

Weak Liquidity Metrics
Atherton reported unrestricted cash and investments of $12.7
million at Dec. 31, 2013, which translated to 249.4 days cash on
hand and 36.4% cash to debt.  However, these metrics are inflated
as Atherton includes the initial entrance fees as part of
unrestricted cash and investments until the proceeds are used for
the paydown of the series 2010B bonds.  With the paydown of $4.38
million of series 2010B bonds on Jan. 1, 2014 and the expected pay
down of $1.0 million on April 1, 2014, pro forma days cash on hand
and cash to debt fall to a low 144 and 24.5%, respectively.
Atherton has a liquidity covenant of maintaining at least 180 days
cash on hand starting in fiscal 2015 (tested in June and
December), however, the failure to meet the liquidity covenant
would not result in an event of default.  Projected capital needs
are approximately $1 million a year and Atherton maintains a
defined benefit pension plan that is currently underfunded.
Atherton has not been contributing to the pension plan given its
financial condition, which is viewed negatively by Fitch.


BEACON ENTERPRISE: Artis Capital Stake at 5.3% as of Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Artis Capital Management, L.P., disclosed
that as of Dec. 31, 2013, it beneficially owned 2,147,926 shares
of common stock of Beacon Enterprise Solutions Group, Inc.,
representing 5.34 percent of the shares outstanding.  A copy of
the regulatory filing is available for free at http://is.gd/duB0Og

                     About Beacon Enterprise

Beacon Enterprise Solutions Group, Inc., headquartered in
Louisville, Ky., provides international telecommunications and
information technology systems (ITS) infrastructure services,
encompassing a comprehensive suite of consulting, design,
installation, and infrastructure management offerings.  Beacon's
portfolio of infrastructure services spans all professional and
construction requirements for design, build and management of
telecommunications, network and technology systems infrastructure.
Professional services offered include consulting, engineering,
program management, project management, construction services and
infrastructure management services.  Beacon offers these services
under either a comprehensive contract option or unbundled to the
Company's global and regional clients.

The Company's balance sheet at June 30, 2012, showed $7.3 million
in total assets, $8.8 million in total liabilities, and a
stockholders' deficit of $1.5 million.

For the nine months ended June 30, 2012, the Company incurred a
net loss of $5.9 million, which included a non-cash impairment of
intangible assets of $2.1 million and other non-cash expenses
aggregating $1.9 million.  Cash used in operations amounted to
$1.0 million for the nine months ended June 30, 2012.  As of
June 30, 2012, the Company's accumulated deficit amounted to $42.6
million, with cash and cash equivalents of $75,000 and a working
capital deficit of $4.9 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended June 30, 2012.

Beacon Enterprise closed its merger with Focus Venture Partners,
Inc., on June 19, 2013, with Focus continuing as the surviving
corporation.


BOOMERANG SYSTEMS: Incurs $1.8 million Net Loss in Dec. 31 Qtr.
---------------------------------------------------------------
Boomerang Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.84 million on $1.04 million of total revenues for
the three months ended Dec. 31, 2013, as compared with a net loss
of $2.54 million on $346,912 of total revenues for the same period
in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $6.07 million
in total assets, $29.01 million in total liabilities and a $22.93
million total stockholders' deficit.

The Company's cash and cash equivalents for the three months ended
Dec. 31, 2013, increased by $360,661 to $997,601.

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

                        http://is.gd/z1cGDb

                       About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

Boomerang Systems incurred a net loss of $11.22 million for the
year ended Sept. 30, 2013, following a net loss of $17.42 million
for the year ended Sept. 30, 2012.

                         Bankruptcy Warning

"Our operations may not generate sufficient cash to enable us to
service our debt.  If we were to fail to make any required payment
under the Loan Agreement, notes and agreements governing our
indebtedness or fail to comply with the covenants contained in the
Loan Agreement, notes and agreements, we would be in default.  A
debt default could significantly diminish the market value and
marketability of our common stock and could result in the
acceleration of the payment obligations under all or a portion of
our consolidated indebtedness, or a renegotiation of our Loan
Agreement with more onerous terms and/or additional equity
dilution.  If the debt holders were to require immediate payment,
we might not have sufficient assets to satisfy our obligations
under the Loan Agreement, notes or our other indebtedness.  It may
also enable their lenders under the Loan Agreement to foreclose on
the Company's assets and/or its ownership interests in its
subsidiaries.  In such event, we could be forced to seek
protection under bankruptcy laws, which could have a material
adverse effect on our existing contracts and our ability to
procure new contracts as well as our ability to recruit and/or
retain employees.  Accordingly, a default could have a significant
adverse effect on the market value and marketability of our common
stock," the Company said in the annual report for the year ended
Sept. 30, 2013.


BROWN MEDICAL: Chapter 11 Trustee May Sell Surgery Centers
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
authorized Elizabeth M. Guffy, Chapter 11 trustee for Brown
Medical Center, Inc., to sell substantially all assets of the
Debtor to Northstar Acquisitions, LLC, or its assigned, and Renova
Hand Center, LLC, the designated stalking horse purchasers.

Creditors, Stephen A. Barrett, DPM, Stephen Barrett, as
representative of Stephen Barrett, DPM, P.A., Stephen Barrett,
DPM, Austin, P.A., Stephen Barrett, DPM, DFW, P.A., Stephen
Barrett, DPM, San Antonio, P.A., and Barrett Foot and Ankle, P.C.
-- the Barrett Creditors -- and Charles "Ed" Singleton, DPM, and
Paul V. Ledesma, DPM, objected to Chapter 11 trustee's expedited
sale motion, stating that they did not receive proper notice.
They also asserted that the trustee does not own and has no
authority to sell the surgery centers located in Austin, DFW, San
Antonio, Scottsdale and Las Vegas.

Texas J&K Properties, LP, filed a response to the trustee's sale
motion.  J&K does not oppose the sale, per se, but wants
confirmation that any sale:

   a) does not sell or assign any of its leasehold rights in the
      premises; and

   b) does not sell any fixtures, the removal of which would
      damage J&K's property, unless there has first been a
      determination by this Court that such fixtures are property
      of the estate, and J&K is adequately compensated for any
      damage that results from such removal.

Before the bankruptcy case filing, J&K terminated its lease with
the Debtor for certain commercial property located at Sonterra
Oaks Medical Plaza, 18518 Hardy Oak Boulevard, Suite 100, San
Antonio, Texas (the Premises).

Creditors and parties-in-interest Crown Financial, LLC and Crown
Financial Funding, LLC, in their objection, said that Crown and
Crown Funding do not oppose the Trustee's efforts to sell
substantially all of the assets.  In fact Crown will likely be a
bidder on some of the assets and has itself made a stalking horse
offer.  However, the bid procedures as proposed are incomplete
because among other things they fail to include a provision for
credit bidding by secured lenders.

In her Sale Motion, the Chapter 11 trustee stated that she has
solicited offers from more than 15 parties who previously
expressed an interest in purchasing the Debtor's surgical center
assets.  The Trustee has received multiple offers to purchase the
assets.  The combination of the two bids resulted in the highest
aggregate price:

     (i) Northstar Healthcare Hand and Foot, LLC, has agreed to
         act as the stalking horse bidder for BMC's Dallas and
         Scottsdale assets for a cash purchase price of $750,000;
         and

    (ii) Renova Hand Centers, LLC has agreed to act as the
         stalking horse bidder for BMC's Austin ($825,000), San
         Antonio ($1,025,000), and Las Vegas ($650,000) assets for
         a total cash purchase price of $2,500,000.

Claro Group LLC, as financial advisor and consultant, assisted the
Chapter 11 trustee in marketing the Debtor's assets.

The offers, taken together, contemplate a sale of the Debtor's
assets located at facilities in or near Dallas, Austin, San
Antonio, Scottsdale, and Las Vegas.  However, certain parties
expressed interest in and proposed transactions involving a single
purchase of assets at all five locations, well as BMC's assets
located in or near Houston.

                        About Brown Medical

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

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

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

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


CAESARS ENTERTAINMENT: Sells 4 Casinos to Affiliate for $2.2-Bil.
-----------------------------------------------------------------
Caesars Acquisition Company on March 3 disclosed that Caesars
Growth Partners, LLC has entered into a definitive agreement to
acquire Bally's Las Vegas, The Cromwell (formerly Bill's Gamblin'
Hall & Saloon), The Quad Resort & Casino ("The Quad") and Harrah's
New Orleans from Caesars Entertainment Corporation for $2.2
billion including assumed debt of $185 million and committed
project capital expenditures of $223 million, resulting in cash
consideration of approximately $1.8 billion.  The transaction has
been unanimously recommended by independent special committees of
the boards of directors of CAC, the managing member of Growth
Partners, and Caesars Entertainment and approved by the boards of
both companies.  The transaction is expected to close in the
second quarter of 2014, subject to certain closing conditions,
including the receipt of required regulatory approvals.

The transaction will facilitate new investment in these
properties, some of which require considerable capital
expenditures to realize their full potential.  In addition, Growth
Partners will retain a 50% interest in the management fee revenues
to be received by certain subsidiaries of Caesars Entertainment
Operating Company, Inc., a wholly-owned subsidiary of Caesars
Entertainment, in connection with the management of Bally's Las
Vegas, The Cromwell, The Quad (formerly Imperial Palace) and
Harrah's New Orleans.  With this transaction, CAC is also
announcing a $223 million renovation of The Quad.

"The acquisition of these assets further aligns Growth Partners'
portfolio with attractive markets, especially Las Vegas," said
Mitch Garber, chief executive officer of CAC.  "Growth Partners is
focused on acquiring and developing high-growth operating assets
with strong value creation potential.  These four properties will
strongly complement our existing portfolio, particularly Planet
Hollywood and our interest in Horseshoe Baltimore, which will open
later this year.  All of these properties will continue to benefit
from participation in the Total Rewards network."

The three Las Vegas properties in the transaction are
strategically and geographically desirable, occupying space at the
very heart of the Las Vegas Strip.  The Cromwell will open later
this year as the only standalone boutique hotel and casino on the
Las Vegas Strip boasting celebrity chef Giada De Laurentiis' first
Las Vegas outpost and serving as home to the new Drai's Beach
Club - Nightclub featuring a one-of-a-kind rooftop pool.  The Quad
occupies a critically important space at the entrance to The LINQ
development.  The resort stands to generate increased hotel,
hospitality and gaming revenue as a result of the planned
upgrades.  Bally's Las Vegas' prominent Strip locale is made even
more desirable with the enhancements currently underway, including
the recently completed renovation of the Jubilee Tower and the
addition of Caesars Entertainment's Grand Bazaar retail center
outside of the hotel.  Harrah's New Orleans is a key asset that
exemplifies Caesars Entertainment's city-integrated resort model
in a compelling destination area.

The purchase terms were negotiated and recommended by special
committees comprised of independent members of the boards of
directors of Caesars Entertainment and CAC.  Lazard served as
financial advisor to the special committee of CAC and Skadden,
Arps, Slate, Meagher & Flom LLP served as the committee's legal
counsel.

Growth Partners has received commitments for financing associated
with the purchase.

                       Quad Transformation

The transformation of The Quad will create a new design-inspired
urban hotel combining boutique sensibilities with full scale
resort amenities.  The renovation of the property will integrate
seamlessly into the collection of retail, dining and entertainment
experiences offered at The LINQ.  It will also include the
complete remodeling of the guest rooms and common areas, the
expansion of meeting spaces, the addition of new dining
experiences and amenities, a transformation of the pool and spa,
substantial infrastructure upgrades and completion of the exterior
facade.  The enhancements to the 2,308 room property follow $90
million of recent upgrades to many public spaces, the gaming floor
and portions of the exterior facade.

"We envision the transformed property will serve as the perfect
complement to Caesars Entertainment's newest entertainment and
hospitality asset, The LINQ, which sits right next door,"
Mr. Garber said.  "The LINQ was designed to appeal to a younger
demographic that we are seeing travel to Las Vegas with greater
frequency.  It is our intent that The Quad hold a similar appeal
and, together serve as the social hub on the Las Vegas Strip."

Guest room renovations will begin in the coming weeks when three
of the resort's towers will close to accommodate remodeling. The
resort's public spaces will remain open throughout the duration of
the construction period with maximum precautions taken to minimize
disruption to guests.  The hotel and casino's full transformation
is expected to be completed in the first half of 2015.

                      Debt Restructuring

Kate O'Keeffe and Emily Glazer, writing for The Wall Street
Journal, reported that casino operator Caesars Entertainment Corp.
agreed to sell four of its properties to a separate unit majority-
owned by Caesars for $2.2 billion -- in the latest attempt to
restructure its paralyzing debt load.

Caesars Growth Partners is an entity carved out through a rights
issue last year.  That venture, 58%-owned by Caesars, was set up
to maximize growth opportunities that the parent -- which is
saddled with more than $20 billion in debt and suffers from
declining revenue and low liquidity -- can't afford to chase.

The remaining 42% stake is controlled by Caesars Acquisition Co.,
a publicly traded holding company that was created as part of the
Caesars Growth Partners spinoff, the report said.

Analysts have long said that Caesars's debt load is unsustainable,
the report related.  The company, which operates casinos across
the U.S. with hubs in Las Vegas and Atlantic City, N.J., was taken
private by Apollo Global Management and TPG Capital in a 2008
leveraged buyout. Its private-equity owners sold 1.4% of Caesars
in a 2012 public offering, but Caesars's debt -- coupled with the
economic crisis and its failure to get a foothold in Macau, the
Chinese territory that resuscitated some of its Las Vegas rivals -
- has crippled the company.

Macau government data released on March 3 showed the territory hit
an all-time high in gambling revenue last month, the report
further related.  Gambling revenue in February rose 40% on year to
38 billion patacas ($4.75 billion) -- or nearly three-quarters of
what the Las Vegas Strip generated in all of 2013.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $26.09 billion in total assets, $27.59 billion in
total liabilities and a $1.49 billion total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


CAMP SPEERS-ELJABAR: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Camp Speers-Eljabar YMCA, Inc.
        Miner Suite 1
        301 Lenox Avenue
        Westfield, NJ 07090

Case No.: 14-13861

Chapter 11 Petition Date: March 2, 2014

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

Judge: Hon. Rosemary Gambardella

Debtor's Counsel: Thaddeus R. Maciag, Esq.
                  MACIAG LAW, LLC
                  475 Wall Street
                  Princeton, NJ 08540
                  Tel: (908) 704-8800
                  Fax: (908) 704-8804
                  Email: MaciagLaw1@aol.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Cherryl A. Hammond, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb14-13861.pdf


CASA GRANDE HOSPITAL: Epiq Approved as Claims Agent
---------------------------------------------------
Regional Care Services Corp. and its debtor-affiliates sought and
obtained permission from the Hon. Eileen W. Hollowell of the U.S.
Bankruptcy Court for the District of Arizona to employ Epiq
Bankruptcy Solutions, LLC as noticing, claims and balloting agent,
nunc pro tunc to Feb. 4, 2014.

The Debtors require Epiq Bankruptcy to:

   (a) relieve the Court of all noticing under any applicable rule
       Of bankruptcy procedure;

   (b) file with the Court a certificate of service, within 10
       days after each service, a list of persons to whom it was
       mailed and the date mailed;

   (c) maintain an up-to-date mailing list of all entities that
       have requested service of pleadings in these cases and a
       master service list of creditors and other parties in
       interest, which lists shall be available upon request
       of the Court;

   (d) comply with applicable state, municipal and local laws and
       rules, orders, regulations and requirements of Federal
       Government Departments and Bureaus;

   (e) assist the Debtors with administrative tasks in the
       preparation of their Schedules of Assets and Liabilities
       and Statements of Financial Affairs;

   (f) provide balloting services in connection with the
       solicitation process for their joint chapter 11 plan of
       reorganization;

   (g) relieve the Court of all noticing under any applicable rule
       of bankruptcy procedure relating to the institution of a
       claims bar date and the processing of claims;

   (h) at any time, upon request, satisfy the Court that it has
       the capability to efficiently and effectively notice,
       docket and maintain proofs of claim;

   (i) to the extent that a bar date is set, furnish a notice of
       bar date approved by the Court for the filing of a proof of
       claim and a form for filing a proof of claim to each
       creditor notified of the filing;

   (j) maintain all proofs of claim filed against the Debtors'
       estate;

   (k) maintain an official claims register by docketing all
       proofs of claim on a register containing certain
       information, including, but not limited to, the following:

       - the name and address of claimant and agent, if agent
         filed proof of claim;

       - the date received;

       - the claim number assigned;

       - the amount and classification asserted;

       - the comparative, scheduled amount of the creditor's
         claim; and

       - pertinent comments concerning disposition of claims.

   (l) maintain the original proofs of claim in correct claim
       number order, in an environmentally secure area, and
       protecting the integrity of these original documents from
       theft and alteration;

   (m) transmit to the Court an official copy of the claims
       register on a monthly basis, unless requested in writing by
       the Court on a more/less frequent basis;

   (n) maintain an up-to-date mailing list for all entities that
       have filed a proof of claim, which list shall be available
       upon request of a party in interest or the Court;
   (o) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in these
       cases without charge during regular business hours;

   (p) record all transfers of claims pursuant to Bankruptcy Rule
       3001(e) and provide notice of the transfer as required by
       Bankruptcy Rule 3001(e);

   (q) maintain court orders concerning claims resolution;

   (r) make all original documents available to the Court upon
       request on an expedited immediate basis; and

   (s) promptly comply with such further conditions and
       requirements as the Court may hereafter prescribe.

Epiq Bankruptcy will be paid at these hourly rates:

       Clerical/Administrative Support      $35-$50
       Case Manager                         $60-$95
       IT/Programming                       $80-$150
       Senior Case Manager                  $100-$160
       Director of Case Management          $175-$225
       Case Analyst                         $75-$125
       Consultant/Senior Consultant         $160-$195
       Director/Vice President Consulting   $250
       Communications Counselor             $295
       Executive Vice President             $325

Epiq Bankruptcy will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Epiq Bankruptcy received a retainer from the Debtors of $50,000
prior to the petition date.

Bradley J. Tuttle, vice president and senior managing consultant
of Epic Systems, Inc., 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.

Epic Bankruptcy can be reached at:

       Lorenzo Medizabal, Esq.
       EPIC BANKRUPTCY SOLUTIONS, LLC
       757 Third Avenue, Third Floor
       New York, NY 10017
       Tel: (646) 282-2556
       E-mail: lmendizabal@epiqsystems.com

               About Casa Grande Community Hospital

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

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

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

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

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

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


CASA GRANDE HOSPITAL: Taps Hammond Hanlon as Investment Banker
--------------------------------------------------------------
Regional Care Services Corp. and its debtor-affiliates seek
permission from the Hon. Eileen W. Hollowell of the U.S.
Bankruptcy Court for the District of Arizona to employ Hammond
Hanlon Camp LLC as investment banker, nunc pro tunc to Feb. 4,
2014.

Pursuant to an engagement letter between Casa Grande Regional
Medical Center ("CGRMC") and Hammond Hanlon, dated as of Sep. 25,
2013, Hammond Hanlon agreed to provide CGRMC with financial
advisory and investment banking services both pre- and post-
Petition Date.

While Hammond Hanlon was instrumental in the CGRMC's ability to
get to this point, its ongoing services are just as critical to a
successful Sale.  By this application, CGRMC seeks to retain H2C
pursuant to Bankruptcy Code Section 327(a) for the purpose of
providing investment banking services pursuant to the terms, and
subject to the conditions, of the Engagement Letter.

Hammond Hanlon will be paid a monthly fee of $25,000 plus expenses
such as travel for the Term.  Upon closing of the Sale to Buyer,
Hammond Hanlon will receive the greater of $800,000 or 2% of the
consideration received.

In accordance with the Engagement Letter, Hammond Hanlon has been
paid $373,973 as of the Petition Date for such services.
Additionally, Hammond Hanlon has received payment for securing
debtor-in-possession financing in the amount of $125,166 on
Jan. 3, 2014, which includes $100,000 for securing DIP financing
with the remainder accounting for monthly plus expenses.

Thomas M. Barry, principal of Hammond Hanlon, 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.

Hammond Hanlon can be reached at:

       Thomas M. Barry
       HAMMOND HANLON CAMP LLC
       623 Fifth Avenue, 29th Floor
       New York, NY 10022
       Tel: (212) 257-4500

               About Casa Grande Community Hospital

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

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

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

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

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

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


CASA GRANDE HOSPITAL: Court OKs Hiring of Mesch Clark as Attorney
-----------------------------------------------------------------
Regional Care Services Corp. and its debtor-affiliates sought and
obtained permission from the Hon. Eileen W. Hollowell of the U.S.
Bankruptcy Court for the District of Arizona to employ Mesch,
Clark & Rothschild, P.C. as attorneys.

The Debtors require Mesch Clark to:

   (a) give the Debtors legal advice with respect to their powers
       and duties in the continued operation and management of
       their properties;

   (b) take necessary action to recover certain property and money
       owed to the Debtors in possession, if necessary;

   (c) represent the Debtors in litigation;

   (d) prepare on behalf of the Debtors, the necessary
       applications, answers, complaints, orders, reports,
       disclosure statement, plan of reorganization, motions, and
       other legal documents; and

   (e) perform all other legal services that the Debtors deem
       necessary.

The Debtors are informed that the hourly rates for the services of
the Mesch Clark attorneys and staff who may work on these cases
are:

       Lowell E. Rothschild             $550
       Michael McGrath                  $545
       Scott H. Gan                     $475
       Frederick J. Petersen            $450
       Kasey C. Nye                     $395
       David J. Hindman                 $345
       Isaac D. Rothschild              $295
       Partners                       $395-$550
       Associates                     $225-$295
       Paralegals                     $165-$195
       Legal Assistants                 $115
       Law Clerks                       $150

Mesch Clark can be reached:

       MESCH, CLARK & ROTHSCHILD, P.C.
       259 N. Meyer Ave.
       Tucson, AZ 85701-1090
       Tel: (520) 624-8886
       Fax: (520) 798-1037

               About Casa Grande Community Hospital

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

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

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

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

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

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


CASA GRANDE HOSPITAL: Gets Interim Approval to Pay Vendor Claims
----------------------------------------------------------------
U.S. Bankruptcy Judge Eileen Hollowell issued an interim order
authorizing Regional Care Services Corp. and its affiliated
debtors to pay up to $3 million to settle the claims of their key
suppliers.

To address the objection from Ilene Lashinsky, U.S. trustee for
Region 14, the bankruptcy judge ordered RCSC to file a report with
the court disclosing the amount paid to each supplier as well as
the amount left to be paid.

The U.S. trustee had said the disclosure "will help avoid the
potential of duplicate payments."

               About Casa Grande Community Hospital

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

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

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

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

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

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


CASA GRANDE HOSPITAL: Asks Court to Deny Appointment of PCO
-----------------------------------------------------------
Regional Care Services Corp. asked U.S. Bankruptcy Judge Eileen
Hollowell to deny the proposed appointment of a patient care
ombudsman in its bankruptcy case.

Ilene Lashinsky, U.S. trustee for Region 14, earlier urged the
bankruptcy judge to appoint an ombudsman to monitor the quality of
patient care.

The U.S. trustee cited section 333(a) of the Bankruptcy Code,
which requires a bankruptcy court to appoint a patient care
ombudsman if the company in bankruptcy protection is a "health
care business."

Attorney for RCSC, Isaac Rothschild, Esq., at Mesch Clark &
Rothschild P.C., in Tucson, Arizona, said appointing a patient
care ombudsman is no longer necessary, pointing out that the
company has "robust internal policies and procedures" to insure
the delivery of quality healthcare which will also be monitored by
regulatory agencies.

Mr. Rothschild also mentioned the $6.2 million of financing
extended by Banner Health that will "insure adequate capital and
liquidity to continue to deliver high quality patient care."

In court papers filed last week, the U.S. trustee defended her
move to seek appointment of the ombudsman.

Ms. Lashinsky argued the company failed to prove that the
appointment is unnecessary, pointing out that it did not file with
the court two of the four declarations supporting its objection.

As for the two other declarations, RCSC "makes no reference to
what...these declarations say which might support its position,"
Ms. Lashinsky said in court filings.

              About Casa Grande Community Hospital

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

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

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

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

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

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


CENGAGE LEARNING: Taps WeiserMazars as Exit Financing Consultant
----------------------------------------------------------------
The Bankruptcy will convene a hearing on March 14, 2014, to
consider Cengage Learning, Inc., et al.'s bid to employ
WeiserMazars LLP to serve as exit financing accounting consultants
effective nunc pro tunc to Oct. 9, 2013.  Objections, if any, are
due on the same day, prior to the hearing.

The Debtors related that WeiserMazars is in the process of
analyzing their books and records to determine what availability
they potentially would receive from lenders in an asset based
lending transaction and drafting a report detailing its findings.
WeiserMazars will provide assistance to the Debtors with respect
to accounting as requested and directed by the Debtors' and
Debtors' counsel.

According to the Debtor, WeiserMazars will work closely with
PricewaterhouseCoopers to prevent any duplication of efforts in
the course of advising the Debtors.

Kenneth Pogrob, a partner of WeiserMazars, told the Court that the
Debtors do not owe WeiserMazars any fees for services performed or
expenses incurred under the Engagement Letter prior to the
Petition Date.

The hourly rates of WeiserMazars' personnel are:

         Billing Category                      U.S. Range
         ----------------                      ----------
         Partners                             $400 - $550
         Managers                             $275 - $390
         Staff                                $130 - $270

Mr. Pogrob assured the Court that WeiserMazars is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm may be reached at:

     Kenneth Pogrob
     WEISERMAZARS LLP
     399 Thornall St
     Edison, NJ 08837-2236
     Tel: (732) 205-2008
     Fax: (732) 549-2898
     E-mail: kenneth.pogrob@weisermazars.com

                        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: Wants PwC to Handle 2014 Financial Statements
---------------------------------------------------------------
The Bankruptcy will convene a hearing on March 14, 2014, to
consider Cengage Learning, Inc., et al.'s bid to expand the scope
of employment of PricewaterhouseCoopers LLP nunc pro tunc to the
Petition Date.  Objections, if any, are due prior to the hearing.

The Debtors related that on Sept. 13, 2013, the Court authorized
the employment of PwC as accounting consultants and independent
auditors.

As reported in the Troubled Company Reporter on Sept. 23, 2013,
according to the terms of the Engagement Letter, PwC will
generally provide assistance to the Debtors with respect to
accounting and independent auditing.  Specifically, PwC will
provide, without limitation, these services:

   -- audit the consolidated financial statements of the Debtors
      as of June 30, 2013, and for the year ending;

   -- perform the reviews of the Debtors' unaudited consolidated
      quarterly financial information; and

   -- perform any incremental audit services including accounting
      consultations, the auditing of significant transactions, and
      additional audit services required to complete the audit.

By their application, the Debtors sought authorization to (i)
further employ PwC to audit the consolidated financial statements
of the Debtors at June 30, 2014, and for the year then ending and
provide the services; and (ii) to modify certain terms of the
original order with respect to the additional accounting services.

The additional accounting services include:

   a) audit the consolidated financial statements of the Debtors
      at June 30, 2014, and for the year then ending;

   b) perform the reviews of the Debtors' unaudited consolidated
      quarterly financial information; and

   c) perform any incremental audit services including accounting
      consultations, the auditing of significant transactions, and
      additional audit services required to complete the audit.

Under the terms and conditions of the supplemental engagement
letters, the Debtors and PwC have agreed to certain services based
on a "fixed fee" structure.  The fee arrangement for the 2014
Consolidated Financials Audit Agreement is $1,310,000; and the
2014 Quarterly Financials Audit Agreement is $190,000.

The Debtors intended that the additional accounting services of
PwC will complement, and not duplicate, the services rendered by
any other professional retained in the Chapter 11 cases.

To the best of the Debtors' knowledge, PwC 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.


CENGAGE LEARNING: Hires Epiq Bankruptcy as Distribution Agent
-------------------------------------------------------------
Cengage Learning, Inc. and its debtor-affiliates sought and
obtained authorization from the U.S. Bankruptcy Court for the
Eastern District of New York to employ Epiq Bankruptcy Solutions,
LLC as special election and distribution agent for publicly-held
securities, nunc pro tunc to Feb. 7, 2014.

Pursuant to the Epiq Agreement, Epiq Bankruptcy has agreed, among
other things, to:

    A. With respect to treatment elections by holders of publicly-
       held securities:

       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;

      ii. Research procedural and timing issues, including via
          review of the approved Plan documents and in
          consultation with the company's advisors;

     iii. Coordinate with the Debtors to obtain listings of
          participant banks and brokers through DTC for each
          relevant bond issuance;

      iv. Deliver election and registration documents to Street
          name holders by forwarding the appropriate documents to
          the reorganization departments of the banks and
          brokerage firms holding the securities (or their agent),
          who in turn will contact their beneficial owners;

       v. Deliver registration documents to any other relevant
          parties, including holders of loan participations, as
          appropriate;

      vi. Handle requests for documents from parties in interest,
          including brokerage firm and bank back-offices and
          institutional holders;

     vii. Respond to telephone inquiries from banks, brokerage
          firms, beneficial owners and other parties regarding the
          election.  Epiq will restrict its answers to the
          information contained in the Plan and election
          documents, and will seek assistance from the Client or
          their counsel on any questions that fall outside of the
          prepared documents; and

    viii. With respect to any notes held through DTC, either (i)
          if the election can be processed through DTC, Epiq would
          act as depositary (i.e. ATOP agent) and coordinate the
          transaction with DTC; or (ii) if the election cannot be
          processed through DTC, Epiq would assist in the
          coordination of DWAC withdrawals or other process by
          which beneficial owners of notes would submit their
          underlying notes.

    B. With respect to securities distributions to holders of
       publicly-held securities:

       i. In the event the equity is to be paid outside of DTC to
          all holders (as currently contemplated), undertake the
          following 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 (which
          is not currently contemplated to be the case), undertake
          the following after Plan confirmation:

          a) assist with any necessary coordination with DTC,
             FINRA, indenture trustee, transfer agent, and/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;

          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.

    C. As needed:

       i. Assist with cash disbursements, if requested (not
          currently contemplated to be requested); and

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

Epiq Bankruptcy will be paid at these hourly rates:

       Case Analyst                         $75-$125
       Consultant/Senior Consultant         $160-$195
       Director/Vice President Consulting     $250
       Communications Counselor               $275
       Executive Vice President               $295

Epiq Bankruptcy will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Jane Sullivan, executive vice president, director of restructuring
services of Epiq Bankruptcy, 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.

Epiq Bankruptcy can be reached at:

       Jane Sullivan
       EPIQ BANKRUPTCY SOLUTIONS, LLC
       757 Third Ave., 3rd Floor
       New York, NY 10017
       Tel: (646) 282-1801
       Fax: (646) 282-2501
       E-mail: jsullivan@epiqsystems.com

                        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.


CHEYENNE HOTEL: Has Stipulation Resolving Wells Fargo Claim
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
approved a stipulation resolving Wells Fargo Bank, N.A.'s proofs
of claim (Claim No. 11) filed in the Chapter 11 case of Cheyenne
Hotel Investments, LLC.

The stipulation was entered between the Debtor and Wells Fargo
Bank, N.A., as trustee under that certain Pooling and Servicing
Agreement dated March 1, 2006, for the registered holders of
Credit Suisse First Boston Mortgages Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-C1; and as
servicer for U.S. Bank National association, as trustee for
registered holders of Mezz Cap Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2006-C4
under Intercreditor agreement among noteholders.

Pursuant to the stipulation, the Debtor's objection to the Claim
will be deemed withdrawn, and the Wells Fargo proofs of claim will
be allowed pursuant to the Debtor's Third amended Plan of
Reorganization dated Aug. 5, 2013, and the documents, instruments,
and agreements entered into pursuant to the Plan.

                       About Cheyenne Hotels

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero. Thomas F. Quinn, Esq., at Thomas F. Quinn
PC, serves as the Debtor's counsel.

Cheyenne Hotels estimated $10 million to $50 million in both
assets and debts. The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq., also
represents Hotel Investments.

Hotel Investments won confirmation of its own Chapter 11 plan on
Aug. 16, 2013.  A copy of the Third Amended Plan of Reorganization
dated Aug. 5, 2013, is available at no charge at:

      http://bankrupt.com/misc/CHEYENNEHOTEL_3rdAmdPlan.PDF

No committee of creditors or equity security holders has been
appointed in the Debtors' cases.

As reported by the Troubled Company Reporter on Jan. 6, 2014, the
U.S. Trustee for Region 19 sought dismissal of the Hotel LLC case.
Daniel J. Morse, as Assistant U.S. Trustee, said Cheyenne Hotels
has been afforded the protections of the Bankruptcy Code for over
two years but has failed to confirm a Chapter 11 Plan.  Meanwhile,
the bankruptcy estate continues to accrue administrative expenses,
including professional fees, which are diminishing the bankruptcy
estate.


COMMUNITY SHORES: FDIC Wash. Terminates Bank Directive
------------------------------------------------------
The Federal Deposit Insurance Corporation of Washington, D.C.,
entered an order terminating the Supervisory Prompt Corrective
Action Directive issued against Community Shores Bank, Muskegon,
Michigan, by the FDIC on Aug. 17, 2011.  The FDIC issued the
termination notice after the Company sustained four consecutive
quarters of adequate capitalization at the Company's wholly owned
subsidiary, Community Shores Bank.

                      About Community Shores

Muskegon, Mich.-based Community Shores Bank Corporation, organized
in 1998, is a Michigan corporation and a bank holding company.
The Company owns all of the common stock of Community Shores Bank.
The Bank was organized and commenced operations in January 1999 as
a Michigan chartered bank with depository accounts insured by the
FDIC to the extent permitted by law.  The Bank provides a full
range of commercial and consumer banking services primarily in the
communities of Muskegon County and Northern Ottawa County.

The Company reported net income of $268,000 in 2012 following a
net loss of $2.46 million in 2011.  For the nine months ended
Sept. 30, 2013, the Company reported net income of $5.50 million.
As of Sept. 30, 2013, the Company had $182.96 million in total
assets, $179.19 million in total liabilities and $3.77 million in
total shareholders' equity.

"The Company's extended period of net losses, failure to repay its
term loan at maturity, non-compliance with the higher capital
ratios of the Directive and the Consent Order, and the provisions
of the Written Agreement raise substantial doubt about the
Company's ability to continue as a going concern," the Company
said in its 2012 Annual Report.

As a result of this substantial doubt, the Company's auditors
added an explanatory paragraph to their opinion on the Company's
Dec. 31, 2012, 2011 and 2010 consolidated financial statements
expressing substantial doubt about the Company's ability to
continue as a going concern.


CRYOPORT INC: Cranshire Capital Stake at 5.5% as of Dec. 31
-----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Cranshire Capital Advisors, LLC, and Mitchell P. Kopin
disclosed that as of Dec. 31, 2013, they beneficially owned
3,433,716 shares of common stock of Cryoport, Inc., representing
5.5 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/wUAhK1

                          About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2013.  The independent
auditors noted that the Company has incurred recurring operating
losses and has had negative cash flows from operations since
inception.  Although the Company has cash and cash equivalents of
$563,104 at March 31, 2013, management has estimated that cash on
hand, which include proceeds from convertible bridge notes
received in the fourth quarter of fiscal 2013, will only be
sufficient to allow the Company to continue its operations into
the second quarter of fiscal 2014.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

Cryoport incurred a net loss of $6.38 million for the year ended
March 31, 2013, as compared with a net loss of $7.83 million for
the year ended March 31, 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.65 million
in total assets, $3.05 million in total liabilities, and
stockholders' deficit of $1.4 million.


CRYSTAL LAKE OFFICE: Judicial Sale Set for March 11
---------------------------------------------------
Pursuant to an Amended Final Judgment as to Counts I, II, III, IV
and VI and Partial Judgment (as to Liability) as to Counts V and
VII on February 6, 2014, in Branch Banking And Trust Company, as
successor in interest to Colonial Bank by asset acquisition from
the FDIC as receiver for Colonial Bank, Plaintiff, v. Crystal Lake
Office Plaza LLC, a Florida limited liability company, Paul F.
Carrazzone, an individual, and UNKNOWN TENANTS in possession,
Defendants, CASE NO: 2012-CA-022250, pending in the Circuit Court
in and for Broward County, Florida, the Clerk of Court will at
10:00 a.m. on March 11, 2014, offer for sale and sell to the
highest bidder for cash, at http://www.broward.realforeclose.com
in accordance with Section 45.031, Florida Statutes, the real and
personal property -- consisting of a portion of Area "A" and Area
"C" of Rowan Replat, in Broward County, Florida.

The Debtor is the fee simple owner of the mortgaged property.

Any person claiming an interest in the surplus from the sale, if
any, other than the property owner as of the date of the lis
pendens must file a claim within 60 days after the sale.

Counsel to the Plaintiff are:

         Christopher S. Linde, Esq.
         Eric S. Golden, Esq.
         BURR & FORMAN LLP
         200 S. Orange Avenue, Suite 800
         Orlando, FL 32801
         Telephone: (407) 540-6600
         Facsimile: (407) 540-6601
         E-mail: egolden@burr.com
                 jmorgan@burr.com
                 clinde@burr.com
                 nwmosley@burr.com


CUBIC ENERGY: Wells Fargo Stake at 9.8% as of Dec. 31
-----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Wells Fargo & Company and Wells Fargo Energy
Capital, Inc., disclosed that as of Dec. 31, 2013, they
beneficially owned 8,500,000 shares of common stock of Cubic
Energy Inc. representing 9.88 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/VWsb0v

Wells Fargo that as of Oct. 31, 2013, it beneficially owned
8,500,000 shares of common stock of Cubic Energy Inc. representing
9.88 percent of the shares outstanding.
A copy of the regulatory filing is available for free at
http://is.gd/rDNG5f

Wells Fargo previously reported beneficial ownership of 13,545,900
shares as of Dec. 31, 2012.

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Texas, is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

Cubic Energy incurred a net loss of $5.93 million for the year
ended June 30, 2013, as compared with a net loss of $12.49 million
during the prior fiscal year.  The Company's balance sheet at
Sept. 30, 2013, showed $19.51 million in total assets, $35.27
million in total liabilities and a $15.76 million total
stockholders' deficit.


CUI GLOBAL: Manchester Management Stake at 2.9% as of Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Manchester Management Company, LLC, and James
E. Besser disclosed that as of Dec. 31, 2013, they beneficially
owned 600,904 shares of common stock of CUI Global, Inc.,
representing 2.9 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/NfRk6X

                          About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global incurred a net loss allocable to common stockholders of
$2.52 million in 2012, a net loss allocable to common stockholders
of $48,763 in 2011 and a net loss allocable to common stockholders
of $7.01 million in 2010.  The Company's balance sheet at Sept.
30, 2012, showed $36.61 million in total assets, $11.79 million in
total liabilities and $24.82 million in total stockholders'
equity.


DESIGN-BUILT: Rhode Island Court Names Temporary Receiver
---------------------------------------------------------
Stephen Del Sesto, Esq., has been appointed Temporary Receiver of
Design-Built, Inc.

Frank M. Gionfrido and Susan V. Gionfrido filed the petition to
appoint a receiver for Design-Built with the State of Rhode Island
Superior Court.

According to the Court, the Receiver must file a bond in the sum
of $10,000 with any surety company authorized to do business in
the State of Rhode Island.

The Receiver is authorized to take possession and charge of the
property and assets of the Defendant, to collect the debts and
property belonging to it and to preserve the same until further
Court order.

A hearing on the appointment of a Permanent Receiver will be held
March 10, 2014, at 9:30 a.m.


DETROIT, MI: Has Deal on Public Safety Unions' Claims
-----------------------------------------------------
The Hon. Steven Rhodes of the U.S. Bankruptcy Court for the
Eastern District of Michigan approved a stipulation between the
City of Detroit and the Public Safety Unions regarding proofs of
claim to be filed by Public Safety Unions.

The stipulation provides that, among other things:

   1. the Public Safety Unions may file one or more omnibus
      proofs of claim by the general bar date asserting the
      Discipline Claims of such Public Safety Union's members,
      subject to the City's right to object to any such claims;

   2. the filing of any such omnibus proof of claim is without
      prejudice to the right of any Public Safety Union member
      to file a proof of claim on his or her own behalf;

   3. each Public Safety Union may file an unliquidated omnibus
      proof of claim on behalf of its members by the General
      Bar Date asserting potential and contingent Defense and
      Indemnification Claims on a protective basis with respect
      to matters that the Public Safety Union is not aware of;

   4. following the general bar date and during the pendency of
      the City's Chapter 9 case, the Public Safety Unions may
      amend any omnibus proof of claim filed on account of Public
      Safety Unions Claims to identify additional Public Safety
      Union Claims, including the addition of Public Safety
      Union members.  The City will not object to the timeliness
      of any such amendment, provided that any amendment by the
      Public Safety Unions to add a Public Safety Union member
      not previously identified by the general bar date will be
      filed on or before May 30, 2014.

                About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

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


DETROIT WATER: Fitch Lowers Ratings on 4 Revenue Bond Tranches
--------------------------------------------------------------
Fitch Ratings has downgraded the following ratings on the city of
Detroit, Michigan (the city) bonds issued on behalf of the Detroit
Water and Sewerage Department (DWSD) listed below. In addition,
Fitch maintains the Rating Watch Negative on the bonds:

-- $1.1 billion senior lien water revenue bonds to 'BB+' from
   'BBB+';

-- $565 million second lien water revenue bonds to 'BB' from
   'BBB'.

-- $1.6 billion senior lien sewer revenue bonds to 'BB+' from
   'BBB+';

-- $788 million second lien sewer revenue bonds to 'BB' from
   'BBB'.

SECURITY

Senior lien water and sewer bonds are separately secured by a
first lien on net revenues of each water and sewer system (the
systems). Second lien bonds are separately secured by a second
lien on the net revenues of each system after payment of senior
lien bonds.

KEY RATING DRIVERS

BELOW INVESTMENT-GRADE RATING REFLECTS WEAK OPERATIONS: The system
continues to exhibit weak financial performance, with fiscal 2013
unaudited results missing forecasts. Fitch believes financial
improvement over the near term is unlikely given recent disclosure
regarding the full scope of customer delinquencies. Fitch's
concerns about delinquencies are further exacerbated by the city's
status as a bankrupt entity.

UNCERTAINTY DRIVES THE WATCH: A key assumption underpinning
Fitch's ratings is that water/sewer bondholders are legally
protected from impairment under Chapter 9 given the clear intent
of the bankruptcy code to carve out debt supported by special
revenues. Nonetheless, there remains uncertainty surrounding the
city Emergency Manager's (the EM) attempt to impair system
bondholders under the city's Plan of Adjustment (the POA),
including removal of the call provision and subordination of
bondholder security interest combined with threatened reduction in
interest coupon. Fitch believes that there is no legal basis to
compel bondholders to accept such impairment as proposed in the
POA.

SEPARATE OPERATIONS: All system funds and accounts are maintained
separate and distinct from other city funds including the city's
general fund. Excess system funds are invested by the bond trustee
for and at the direction of DWSD.

HIGHLY LEVERAGED DEBT PROFILE: The systems' debt load is expected
to remain elevated for the foreseeable future. Borrowing needs for
sewers are moderate and for water, minimal.

EXPANSIVE SERVICE TERRITORY: The systems provide essential
services to a broad area. The water system covers roughly 43% of
Michigan's population, with over 70% of operating revenues coming
from wealthier suburban customers. The sewer system includes
roughly 30% of Michigan's population, with over 50% of operating
revenues coming from suburban customers.

STRONG RATE-ADJUSTMENT HISTORY: The governing body has instituted
virtually annual rate hikes in support of financial and capital
needs. While there have been recent changes in the city's
governance structure through the appointment of the EM, Fitch does
not view this change as a concern at this time.

RATING SENSITIVITIES

IMPAIRMENT OF BONDHOLDERS: Fitch would almost certainly view the
court's confirmation of the POA as filed, or a similar variation
whereby bondholders are impaired, as a distressed debt exchange
leading to a ratings downgrade to as low as 'D'.

WEAKENED FINANCIAL PROFILE: DWSD's inability to maintain at least
breakeven operations would likely result in a further downgrade.

SUSTAINED RATE INCREASES AND IMPROVED COLLECTIONS: Management's
ability to consistently increase rates while improving residential
retail collections will be important in maintaining the rating.

CREDIT PROFILE

CHAPTER 9 LEGAL PROTECTIONS AND SEPARATION FROM CITY OPERATIONS

The ratings continue to consider Fitch's view that there is
substantial protection provided to the DWSD's system debt as it
constitutes special revenue obligations under Chapter 9 of the
bankruptcy code. The ratings also consider a separation of system
funds from other city funds as required under city charter and the
bond ordinance; billing and collection of rates and charges by
DWSD; relative autonomy by the department's governing structure to
oversee the affairs of the system without undue influence by the
city; and retention of surplus funds by the system.

DWSD is an enterprise fund of the city and therefore is not
entirely free from potential city influence. Any actions taken
that directly or indirectly change this historical paradigm could
exert immediate and significant credit pressure on system bonds.

NEGATIVE WATCH MAINTAINED ON CITY'S PROPOSED POA

The Negative Watch continues to reflect uncertainty regarding
potential event risks related to the EM's actions that attempt to
impair DWSD bondholders. The filing of the POA is just another
step in the process but does provide more insight on exactly how
the city plans to treat all creditors.

Fitch sees no apparent reason for DWSD bondholders to accept any
impairment (including voting for the POA) given the very strong
legal position of this debt within Chapter 9 bankruptcy
proceedings. Should the POA be confirmed as filed and thereby
result in impairment to bondholders, Fitch would almost certainly
view the action consistent with a distressed debt exchange and
downgrade the rating on the bonds to 'D'.

The POA proposes various impairments to DWSD bondholders either if
a transaction transferring operation of DWSD's assets to a
regional utility authority (the GLWA) is effected or DWSD remains
a department of the city. The POA scenario that transfers
water/sewer operations to GLWA would impair the call protection of
existing non-callable bonds (class 1B and 1D claims in the case of
water and sewer bondholders, respectively) whether existing
bondholders were issued exchange bonds or the bonds were cash
defeased subsequent to confirmation of the POA. For bondholders
receiving exchange bonds, the security interest would also be
impaired, as bondholders' current security pledge would be
subordinated to a new transfer payment from GLWA to the city, with
no cap of the transfer payment specified in the POA.

Bondholders voting against the POA would be impaired as a result
of receiving different interest coupons than currently held, with
such coupons virtually guaranteed to be lower than the existing
coupons; bondholders voting for the POA may elect to receive
exchange bonds with coupons that are the same as the existing
bonds' coupons.

Impairments to bondholders under the POA scenario where DWSD
remains a department of the city are essentially identical as
under the GLWA transfer. The only exception is that existing DWSD
bonds could be reinstated prior to the effective date of the POA
as opposed to being cash defeased.

WEAK FINANCIALS AND UNCERTAINTY DRIVE DOWNGRADE

The system's fiscal 2013 audited results are unavailable. The
delay is due to unresolved issues relating to the city's
bankruptcy filing and the application of appropriate financial
accounting and related disclosures in this scenario. Recently
issued DWSD unaudited results for fiscal 2013 show all-in sewer
bond debt service coverage (DSC, including senior, subordinate and
junior lien state revolving fund debt) at 0.95x as calculated by
Fitch, well below its original projection of 1.22x. DSC for the
water bonds was slightly higher at 1.14x but also below prior
expectations of 1.29x.

The decrease in DSC is primarily due to a decline in retail and
wholesale revenues. The sewer system met its sum-sufficient rate
covenant for fiscal 2013 largely due to the bond documents'
exclusion from net revenues non-cash annual OPEB accrued expenses
(totaling $13.6 million). This approach differs from Fitch's
calculation of DSC which incorporates financial accruals. Bond
ordinance debt service coverage based on the unaudited results for
sewer was 1.02x and for water was 1.24x.

Significant delinquencies by city retail customers likely also
account for some of the revenue decline. While the system has
experienced above-average delinquencies for several years, new
delinquent account information provided by DWSD reveals the
severity of the problem. Approximately 65% of the city's
residential water and sewer customers are at least 60 days
delinquent as of Jan. 3, 2014. Fitch believes the recent
disclosure in conjunction with challenges to remedy this issue in
the already pressured operating environment supports a below
investment-grade credit profile. Management reports addressing the
delinquency problem is a top priority and has begun implementation
of more timely shut-offs.

Fitch believes the system's liquidity metrics likely remain below
average although unrestricted cash balances for fiscal 2013 have
not been fully reported. As of the most recent financial audit
(fiscal 2012), days cash on hand was a relatively low 131 days for
sewer and 183 days for water.

DWSD estimates that fiscal 2014 revenues to date are running below
budgeted levels, again, due to lower system billings. The systems'
operating expenses are estimated to be under budget as a result of
attrition and other non-personnel cuts. DSC for fiscal 2014 is
projected to total 1.3x for sewer and 1.35x for water. However,
Fitch believes DWSD may have difficulty achieving the level of
revenue growth forecasted assuming base year revenues from 2013
unaudited results. Consequently, Fitch expects fiscal 2014 DSC to
be lower than DWSD's projections, possibly significantly.

Sewer system revenues are likely to perform closer to projections
starting in fiscal 2015 because of a recently adopted process to
simplify rate setting for all suburban sewer customers. Under the
new process, suburban customers will have one fixed-rate to pay on
a monthly basis, eliminating fluctuations that are typical with
volumetric charges. Currently, volumetric charges account for
approximately 65% of the suburban sewer bill.

LOSS OF LARGEST WATER CUSTOMER INTERMEDIATE TERM PRESSURE

DWSD is poised to lose its largest wholesale customer when the 35-
year contract to sell water to Flint, MI expires on April 16,
2014. Flint accounted for $22 million (or 6%) of the system's
total billed revenue for fiscal 2013. Flint's departure from the
system is expected to happen sometime over the next three to five
years, adding pressure to DWSD's already narrow finances.

The rating assumes relative stability in the wholesale customer
base. Management maintains that there are few viable options other
than DWSD for most wholesale customers to purchase treated water.
The system's ability to absorb the revenue impact from losing its
largest customer and maintain all-in sum-sufficient DSC is key to
stability in underlying credit quality.

SYSTEM LEVERAGE REMAINS HIGH

Fitch expects leverage for both systems to remain high for the
foreseeable future. DWSD's sewer debt profile is relatively weak
with long-term debt per customer totaling a high $3,830 for sewer
and $2,079 for water. Principal payout is slow with only 28% of
sewer debt maturing in 10 years; 26% for water.

The systems' 2015-2019 capital improvement plans (CIP) total
approximately $505 million each for water and sewer. Near-term
debt issuances totaling $128 million for sewer is expected in
fiscal 2015 with $155 million for water in fiscal 2016.

The water CIP is largely unchanged from the previous plan and the
sewer CIP reflects a 31% decrease in planned spending. Capital
cost containment reflects management efforts to preserve cash by
deferring certain projects for approximately 18 months. Management
has also planned the deferral of certain capital projects while it
completes and implements a strategic facilities plan (SFP) during
fiscal 2014. The SFP will prioritize future capital investments.

BROAD SERVICE AREA ENHANCES SYSTEM STABILITY

The water system is a regional provider serving around 4.2 million
people or nearly 43% of Michigan's population, including the
city's population of over 700,000. The system serves the city on a
retail basis and 124 communities through 84 wholesale contracts.
The service territory consists of an area of 138 square miles in
Detroit and 981 square miles in eight counties.

The sewer system is a regional provider serving around 2.8 million
people or nearly 30% of Michigan's population, including the city.
The system serves the city on a retail basis and 76 communities
through 22 wholesale contracts. The service territory consists of
an area of 138 square miles in Detroit and 850 square miles in
three counties.

Population and customer growth for both systems have experienced
modest annual declines for a number of years. Detroit's population
in particular has experienced continuous decline, but suburban
areas have picked up most of the migration.

CONSISTENT SYSTEM RATE INCREASES

The board has consistently raised rates to meet financial and
capital needs. However, unfavorable operating conditions
(including very high delinquencies) and rising fixed costs have
muted the positive revenue impact. For fiscal 2013, the board
raised charges 9.9% and 6.7% for city retail and suburban
wholesale customers, respectively. For fiscal 2014, DWSD
implemented 4% increases on July 1 and another 4% increase has
been proposed for fiscal 2015. Annual increases of 4% are
preliminarily forecast for fiscals 2016-2019.

Rate flexibility is hampered by weak income levels in the city.
Retail rates for the sewer system well exceed Fitch's 1% of median
household income (MHI) affordability benchmark (1.8%) given the
weak MHI within the city. The water system's retail rates remain
around Fitch's MHI.


DUNLAP OIL: Pineda Grantor Opposes Proposed Sale Procedures
-----------------------------------------------------------
Pineda Grantor Trust II has filed an objection to the proposed
process governing the sale of Dunlap Oil Company, Inc.'s and Quail
Hollow Inn, LLC's assets.

Pineda opposes in particular the company's proposal to cap its
right to credit bid its claim at $1.9 million, arguing the
proposal violates U.S. bankruptcy law.

Bradley Pack, Esq., at Engelman Berger P.C., in Phoenix, Arizona,
said Pineda is entitled to credit bid up to its entire claim of
approximately $7 million without regard to the secured value of
its claim.

"Its credit bid right cannot be capped at a value that was
stipulated to in connection with a different plan that proposed
the transfer of the hotel to Pineda," Mr. Pack said in court
papers.

"That is particularly true where the debtors propose to reap a
windfall by selling the hotel to a third party for $2.5 million
and keeping $600,000 of the sale proceeds for themselves," he
said.

To the extent the court imposes any limitation or cap on Pineda's
right to credit bid, it should be given an opportunity to make the
election under section 1111(b)(2) to be treated as fully secured
with respect to its claim against QHI, according to Pineda's
lawyer.

Mr. Pack can be reached at:

         Bradley D. Pack
         ENGELMAN BERGER, P.C.
         3636 North Central Avenue, Suite 700
         Phoenix, Arizona 85012
         Tel: (602) 271-9090
         Fax: (602) 222-4999
         E-mail: bdp@eblawyers.com

                 About Dunlap Oil and Quail Hollow Inn

Dunlap Oil Company, Inc., and Quail Hollow Inn, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 12-23252 and
12-23256) on Oct. 24, 2012.  Founded in 1958, Dunlap Oil is a
Willcox, Arizona-based operator of 14 gasoline services stations.
QOH owns the 89-room outside corridor Best Western Plus Quail
Hollow hotel in Willcox.  The two companies are owned and operated
by the Dunlap family.

The Hon. Brenda Moody Whinery presides over the case.  John R.
Clemency, Esq., and Lindsi M. Weber, Esq., at Gallagher & Kennedy,
P.A., serve as the Debtors' counsel.  Peritus Commercial Finance
LLC serves as financial advisor.  Quail Hollow Inn also hired
Sally M. Darcy of McEvoy Daniels & Darcy P.C. for the limited
purpose of handling any claims, issues, and/or disputes between
QHI and Best Western International, Inc.  The Debtors' lead
counsel, Gallagher & Kennedy, P.A., has a conflict precluding its
representation of the Debtor in matters relating to Best Western.

QOH declared assets of at least $1 million and debts exceeding
$10 million.  DOC estimated assets and debts of $10 million to
$50 million.

The petitions were signed by Theodore Dunlap, president.

Ilene J. Lashinsky, the U.S. Trustee for Region 14, has appointed
three creditors to serve on an Official Committee of Unsecured
Creditor for the Chapter 11 bankruptcy case of Dunlap Oil Company.
The Committee tapped Nussbaum Gillis & Dinner, P.C., as its
counsel.

Pineda Grantor Trust II, successor-in-interest to Compass Bank, is
represented by Steven N. Berger, Esq., and Bradley D. Pack, Esq.,
at Engelman Berger, P.C.

Canyon Community Bank NA is represented by Pat P. Lopez III, Esq.,
Rebecca K. O'Brien, Esq., and Jeffrey G. Baxter, Esq., at Rusing
Lopez & Lizardi, P.L.L.C.

On Nov. 18, 2013, the Court denied confirmation of the Debtors'
First Amended Joint Plan of Reorganization dated Feb. 14, 2013, as
amended or modified.

Secured creditor Canyon Community Bank, N.A., is seeking the
conversion of the Debtors' cases into Chapter 7 proceedings.


ECO BUILDING: Delays Form 10-Q for Dec. 31 Quarter
--------------------------------------------------
Eco Building Products Inc. was unable, without unreasonable effort
or expense, to file its quarterly report on Form 10-Q for the
period ended Dec. 31, 2013, by the Feb. 14, 2014, filing date
applicable to smaller reporting companies due to a delay
experienced by the Company in completing its financial statements
and other disclosures in the Quarterly Report.  As a result, the
Company is still in the process of compiling required information
to complete the Quarterly Report and its independent registered
public accounting firm requires additional time to complete its
review of the financial statements for the period ended Dec. 31,
2013, to be incorporated in the Quarterly Report.  The Company
anticipates that it will file the Quarterly Report no later than
the fifth calendar day following the prescribed filing date.

                          About Eco Building

Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.

Eco Building incurred a net loss of $24.59 million on $5.22
million of total revenue for the year ended June 30, 2013, as
compared with a net loss of $11.17 million on $3.72 million of
total revenue during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $2.12
million in total assets, $18.65 million in total liabilities and a
$16.52 million total stockholders' deficit.

Sam Kan & Company, in Alameda, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2013.  The independent auditors noted
that the Company has generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


ECOSPHERE TECHNOLOGIES: McGuire Stake at 14.8% as of Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Dennis and Jacqueline McGuire disclosed that
as of Dec. 31, 2013, they beneficially owned 28,437,878 shares of
common stock of Ecosphere Technologies, Inc., representing 14.8
percent of the shares outstanding.  The reporting persons
previously owned 33,237,820 common shares at Dec. 31, 2012.  A
copy of the regulatory filing is available for free at:

                        http://is.gd/NXjUnK

                    About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere disclosed net income of $1.05 million on $31.13 million
of total revenues for the year ended Dec. 31, 2012, as compared
with a net loss of $5.86 million on $21.08 million of total
revenues for the year ended Dec. 31, 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $21.95 million in total assets,
$2.35 million in total liabilities, $3.69 million in redeemable
convertible cumulative preferred stock, and $15.90 million in
equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has seen a recent significant decline in its
working capital primarily relating to delays in receiving
additional purchase orders and related funding from a significant
customer.  This matter raises substantial doubt about the
Company's ability to continue as a going concern.


ECOSPHERE TECHNOLOGIES: Ronald Heller Stake at 5.7% as of Dec. 31
-----------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Ronald Heller reported that as of Dec. 31, 2013, he
beneficially owned 9,999,997 shares of common stock of
Ecosphere Technologies, Inc., representing 5.7 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/ux58Qg

                   About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere disclosed net income of $1.05 million on $31.13 million
of total revenues for the year ended Dec. 31, 2012, as compared
with a net loss of $5.86 million on $21.08 million of total
revenues for the year ended Dec. 31, 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $21.95 million in total assets,
$2.35 million in total liabilities, $3.69 million in redeemable
convertible cumulative preferred stock, and $15.90 million in
equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has seen a recent significant decline in its
working capital primarily relating to delays in receiving
additional purchase orders and related funding from a significant
customer.  This matter raises substantial doubt about the
Company's ability to continue as a going concern.


EDDIE BAUER: Jos. A. Bank's Takeover Likely to Fall Apart
---------------------------------------------------------
Ben Fox Rubin, writing for The Wall Street Journal, reported that
Jos. A. Bank Clothiers Inc.'s takeover of Eddie Bauer would likely
fall apart now that Jos. A Bank has entered into a nondisclosure
pact with Men's Wearhouse Inc.

According to the report, Men's Wearhouse said it received a draft
merger agreement from Jos. A. Bank and the two companies entered
into a nondisclosure pact on March 1, agreeing to exchange
confidential information as they explore a potential combination.

The Journal related that in February, Jos. A. Bank agreed to buy
Eddie Bauer for $825 million, a move Men's Wearhouse says is
designed to thwart its takeover offer and is fighting in court.
Should Jos. A. Bank agree to be sold to Men's Wearhouse, the Eddie
Bauer takeover would likely fall apart.

                        About Eddie Bauer

Eddie Bauer -- http://www.eddiebauer.com/-- is a specialty
retailer that sells outerwear, apparel and accessories for the
active outdoor lifestyle.  Eddie Bauer participates in a joint
venture in Japan and has licensing agreements across a variety of
product categories.

Eddie Bauer, founded in Bellevue, Wash., in 1920, was acquired by
General Mills Inc. in 1971 and then sold to catalog retailer
Spiegel Inc. in 1988.  Eddie Bauer Inc. emerged from Spiegel's
2003 Chapter 11 case as a separate, reorganized entity under the
control and ownership of Eddie Bauer Holdings, Inc.

Eddie Bauer Holdings, Inc. (now known as EBHI Holdings, Inc.) and
eight affiliates filed for bankruptcy (Bankr. D. Del. Lead Case
No. 09-12099) on June 17, 2009.  Judge Mary F. Walrath presides
over the case.  David S. Heller, Esq., Josef S. Athanas, Esq., and
Heather L. Fowler, Esq., at Latham & Watkins LLP, serve as the
Debtors' general counsel.  Kara Hammond Coyle, Esq., and Michael
R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP, serve as
local counsel.  The Debtors' restructuring advisors are Alvarez
and Marsal North America LLC.  Their financial advisors are Peter
J. Solomon Company.  Kurtzman Carson Consultants LLC acts as
claims and notice agent.  As of April 4, 2009, Eddie Bauer had
$525,224,000 in total assets and $448,907,000 in total
liabilities.

Eddie Bauer Canada, Inc., and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for creditor protection.  The
Canadian Debtors have obtained an initial order of the Canadian
Court staying the proceedings against the Canadian Debtors and
their property in Canada.  RSM Richter Inc. was appointed as
monitor in the Canadian proceedings.

On Aug. 4, 2009, Golden Gate Capital closed a deal to acquire
Eddie Bauer Holdings for $286 million.  Golden Gate will maintain
the substantial majority of Eddie Bauer's stores and employees in
a newly formed going concern company.  Golden Gate beat an
affiliate of CCMP Capital Advisors, LLC, at the auction.  The CCMP
unit's $202 million cash offer served as stalking horse bid.

Golden Gate Capital -- http://www.goldengatecap.com/-- is a San
Francisco-based private equity investment firm with roughly
$9 billion of assets under management.

The Troubled Company Reporter, on Feb. 17, 2014, reported that
Jos. A. Bank Clothiers Inc. said it agreed to buy retailer Eddie
Bauer for $825 million in cash and stock.


ELITE PHARMACEUTICALS: Incurs $1.1 Million Loss in Dec. 31 Qtr.
---------------------------------------------------------------
Elite Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to common shareholders of $1.06 million on
$1.69 million of total revenues for the three months ended
Dec. 31, 2013, as compared with net income attributable to common
shareholders of $9.36 million on $667,682 of total revenues for
the same period during the prior year.

For the nine months ended Dec. 31, 2013, the Company reported a
net loss attributable to common shareholders of $9.77 million on
$3.57 million of total revenues as compared with a net loss
attributable to common shareholders of $109,023 on $1.88 million
of total revenues for the same period a year ago.

The Company's balance sheet at Dec. 31, 2013, showed $18.27
million in total assets, $23.20 million in total liabilities and a
$4.92 million total stockholders' deficit.

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

                        http://is.gd/4M7OIy

                     About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported net income attributable to common
shareholders of $1.48 million on $3.40 million of total revenues
for the year ended March 31, 2013, as compared with a net loss
attributable to common shareholders of $15.05 million on $2.42
million of total revenues for the year ended March 31, 2012.

Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2013.  The independent auditors noted
that the Company has experienced significant losses resulting in a
working capital deficiency and shareholders' deficit.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


ENERGY FUTURE: To File for Ch. 11 This Year, Says Warren Buffet
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Energy Future Holdings Corp. will "almost certainly"
file for Chapter 11 reorganization this year, Warren Buffett said
in his annual letter to Berkshire Hathaway Inc. shareholders.

According to the report, Buffett, chairman of Berkshire, said his
company's investment in Energy Future resulted in a pretax loss of
$873 million on its $2 billion debt investment that was sold last
year.

            About Energy Future Holdings, fka TXU Corp.

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

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

                Restructuring Talks With Creditors

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

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

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

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


F.C.S. SERVICE: Claims Bar Date Set for June 4
----------------------------------------------
F.C.S. SERVICE, INC d/b/a ALLSTATE SECURITY OF FLORIDA Assignor,
to: DANIEL J. STERMER,  Assignee., CASE NO.:14-003074 CA 40,
pending in IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT
IN AND FOR MIAMI-DADE COUNTY, FLORIDA, was filed Feb. 4, 2014, to
commence an assignment for the benefit of creditors pursuant to
Chapter 727, Florida Statutes.  The assignment was made by F.C.S
Service as Assignor, located at 7212 N.W. 56th Street, Miami,
Florida 33166, to Daniel J. Stermer as Assignee, located at 200
South Biscayne Boulevard, Suite 1818, Miami, Florida 33131.

To receive any dividend in this proceeding, interested parties
must file a proof of claim with the Assignee and his undersigned
attorney on or before June 4, 2014.

The Assignee may be reached at:

         Daniel J. Stermer
         200 South Biscayne Boulevard, Suite 1818
         Miami, FL 33131
         Tel: 305-374-2717
         Fax: 305-374-2718
         E-mail: dstermer@dsi.biz

He is represented by:

         Ross R. Hartog, Esq.
         MARKOWITZ, RINGEL, TRUSTY & HARTOG, P.A.
         9130 South Dadeland Boulevard
         Two Datran Center, Suite 1800
         Miami, FL 33156
         Tel: 305-670-5000
         Fax: 305-670-5011
         E-mail: litservice@mrthlaw.com
                 rhartog@mrthlaw.com


FINJAN HOLDINGS: Cisco Systems Stake at 7.5% as of Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Cisco Systems, Inc., disclosed that as of
Dec. 31, 2013, it beneficially owned 1,688,429 shares of common
stock of Finjan Holdings, Inc., representing 7.5 percent of the
shares outstanding.  Cisco Systems previously reported beneficial
ownership of 20,261,146 common shares as of June 3, 2013.  A copy
of the regulatory filing is available for free at:

                        http://is.gd/KjVLDR

                            About Finjan

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

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

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


FIRST WIND: S&P Affirms 'B-' Issuer Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed First Wind
Capital LLC's (FWC) issuer credit rating at 'B-'.  The outlook is
stable.  At the same time, S&P lowered the recovery rating on the
$200 million senior secured notes due 2018 ($155 million
outstanding) to '2' from '1' and the issue rating to 'B' from
'B+'.

In 2013, FWC reduced debt but had weaker cash flow from
operations.  Debt at the FWC level (through its debt buy-back) and
at its project-level debt (via a refinancing of the Northeast
projects to a term loan B) was reduced significantly.  The cash
received from its majority stake sale in at the Kawailoa facility,
along with American Recovery and Reinvestment Act grants received,
helped mitigate the weak wind performance in 2013 and the outage
at the Kahuku facility.  Overall, despite the decreased cash flow
from operations, the company performed slightly above Standard &
Poor's projections for 2013.

S&P's overall assessment of FWC's business risk profile is "weak".
S&P views FWC's financial risk profile as "highly leveraged".

"Although its debt/capital ratio may indicate an investment-grade
rating (we assume the debt to capital ratio remains steady at
about 55%), cash flow measures show averages that align with a
rating in the low 'B' category," said Standard & Poor's credit
analyst Jeong-A Kim.

FWC is a wholly owned subsidiary of Boston-based First Wind
Holdings LLC (FWH), a wind developer group.  There is no
independent director at FWC.  Given that FWH has no limitations on
debt and activities, FWH's credit quality remains a consideration,
and future leverage of FWH could weigh on FW Capital's ratings.
S&P has ascertained through the unaudited financial statements of
FWH that there is no debt at FWC's parent apart from a $15 million
loan from FWC and an affiliate company.  Also, as FWH's parents
are financial sponsors, the rating of FWC is capped at 'B+'.

The stable outlook reflects S&P's expectation that FWC will
maintain adequate liquidity through its cash at hand and receive
sufficient distributions from its operating projects to service
debt.  Under S&P's base-case scenario, it expects cash flows from
operating subsidiaries to cover FWC's interest expenses until the
notes' final bullet maturity in 2018, save for minor weak points
in 2015 and 2018.  S&P expects cash at FWC to appropriately cover
any minor shortfalls.


FOREST OIL: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Denver-based Forest Oil Corp. to 'B-' from 'B+'.
The outlook is negative.

At the same time, S&P lowered the issue rating on Forest's senior
secured debt to 'B+' from 'BB'.  The recovery rating on this debt
remains '1', indicating S&P's expectation of very high (90% to
100%) recovery in the event of a payment default.  S&P also
lowered the issue rating on the company's senior unsecured notes
to 'CCC' from 'B-'.  The recovery rating on this debt remains '6',
indicating S&P's expectation of negligible (0% to 10%) recovery in
the event of a payment default.

"The negative outlook reflects the potential for a downgrade given
the heightened uncertainty of future Eagle Ford production, which
could reduce liquidity further," said Standard & Poor's credit
analyst Mark Salierno.  "A failure of the company to develop the
Eagle Ford in 2014, or lower than expected production in Arkansas-
Louisiana-Texas, could be a factor.  An inability to amend its
credit facility, given the potential for covenant violations in
mid-2014, could also lead to a downgrade."

S&P could lower the rating if liquidity deteriorated without a
clear path to improvement.  S&P could envision this scenario if
the company were unable to meet its revised production forecast
later this year, which could occur if there were further delays in
Eagle Ford development, Ark-La-Tex results fell short of
expectations, or if the company were unable to obtain an amendment
to its credit facility.

A revision to stable would be primarily based on improved
liquidity prospects and a reassessment of the company's liquidity
profile to "adequate."  S&P believes this would require a covenant
amendment before the end of the second quarter of 2014, in
addition to the company meeting or exceeding its 2014 production
targets with no additional capital spending beyond S&P's current
forecast.


FRESH & EASY: Has Authority to Sell Stockton Properties
-------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Old FENM, Inc., f/k/a Fresh & Easy
Neighborhood Market Inc., and its debtor affiliates to sell their
property commonly known as (i) 4650 Newcastle Road, Stockton,
California, and (ii) 834 Performance Drive, Stockton, California,
to US Real Estate Limited Partnership.

Neill J. Kelly, president of DJM Real Estate, said in a
declaration that the Debtors did not receive any bids for the
Newcastle Property and received one bid, other than the Proposed
Purchaser's bid, for the Performance Property.  However, after
consultation with Tesco and the Official Committee of Unsecured
Creditors, the Debtors determined that the bid for the Performance
Property was not a Qualified Bid.  Since no other Qualified Bids
were received for the Stockton Property, the Debtors determined
that the Proposed Purchaser was the successful bidder for the
Stockton Property, and the auction for the Stockton Property was
cancelled.

Under the Debtors' sell asset purchase agreement with US Real
Estate, the Purchaser will pay $47,500,000 for the Newcastle
Property, a reduction from the originally-agreed amount of
$49,500,000.  According to Bill Rochelle, the bankruptcy columnist
for Bloomberg News, there was a dispute over title to the
properties, so the Debtors agreed to a $2 million price reduction.
The Debtors will take home a total of $51.5 million for the sale
of the two Stockton warehouses.

                  About Fresh & Easy Neighborhood

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehl & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.

The Debtors closed, on or about Nov. 26, 2013, the sale of about
150 supermarkets plus a production facility in Riverside,
California, to Ron Buckle's Yucaipa Cos.  Pursuant to the sale
terms, the bankruptcy company changed its name, and the name of
the case, to Old FENM Inc.


FRESH & EASY: Has Until March 31 to Decide on Arizona Lease
-----------------------------------------------------------
Old FENM, Inc., f/k/a Fresh & Easy Neighborhood Market Inc., and
its debtor affiliates entered into a court-approved stipulation
with the Arizona State Land Department in connection with the time
to assume or reject a lease regarding the non-residential real
property leased by the Debtors located at 13215 North 7th Street,
in Phoenix, Arizona.

The parties agree that the Debtors' time to elect to assume or
reject the lease is extended through and including the earlier of
March 31, 2014, and the effective date of a plan for the Debtors.

The Debtors are represented by John H. Knight, Esq., Mark D.
Collins, and William A. Romanowicz, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware; and Paul D. Leake, Esq.,
and Lisa Laukitis, Esq., at Jones Day, in New York.

The Landlord is represented by Joy L. Hernbrode, Esq., Arizona
Office of the Attorney General, in Phoenix, Arizona.

                  About Fresh & Easy Neighborhood

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehl & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.

The Debtors closed, on or about Nov. 26, 2013, the sale of about
150 supermarkets plus a production facility in Riverside,
California, to Ron Buckle's Yucaipa Cos.  Pursuant to the sale
terms, the bankruptcy company changed its name, and the name of
the case, to Old FENM Inc.


GELT PROPERTIES: March 5 Hearing on Bid to Use Cash Collateral
--------------------------------------------------------------
A continued hearing on Gelt Properties, LLC et al's request to use
cash collateral is set for March 5, 2014 at 11:00 a.m. at nix5 -
Courtroom #5.

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.


GOLDEN STATE MALL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Golden State Mall, LLC
        2057 S. Atlantic Boulevard
        Los Angeles, CA 90040

Case No.: 14-13941

Chapter 11 Petition Date: March 2, 2014

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

Debtor's Counsel: Anthony J Napolitano, Esq.
                  BUCHALTER NEMER, P.C.
                  1000 Wilshire Blvd, Ste# 1500
                  Los Angeles, CA 90017-2457
                  Tel: 213-891-5109
                  Fax: 213-630-5834
                  Email: anapolitano@buchalter.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by George Molayem, manager and sole
member.

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


GOLDKING HOLDINGS: Court Extends Lease Decision Period to June 28
-----------------------------------------------------------------
U.S. Bankruptcy Judge David Jones has given Goldking Holdings LLC
until June 28 to assume or reject its leases of nonresidential
real property.

                     About Goldking Holdings

Goldking Holdings LLC, an oil-and-gas exploration company based in
Houston, sought bankruptcy protection (Bankr. D. Del. Case No.
13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from
creditors with plans to sell virtually all its assets.  Goldking
Onshore Operating, LLC, and Goldking Resources, LLC, also sought
creditor protection.

The cases were initially assigned to Delaware Judge Brendan
Linehan Shannon.  On Nov. 20, 2013, Judge Shannon granted the
request of Goldking's former CEO Leonard C. Tallerine Jr. to move
the Chapter 11 case to Houston, Texas (Bankr. S.D. Tex. Case No.
13-37200).  Mr. Tallerine owns a nearly 6% stake in the company
through an entity called Goldking LT Capital Corp.

The Debtors' are represented by Scott W. Everett, Esq., and
Christopher L. Castillo, Esq., at Haynes And Boone, LLP.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serves as the Debtors' co-counsel.
Lantana Oil & Gas Partners serves as the Debtors' financial
advisors.  The Debtors' notice, claims, solicitation and balloting
agent is Epiq Bankruptcy Solutions, LLC.

In December 2013, the Debtors won Court approval to employ
E-Spectrum Advisors LLC, led by its CEO Coy Gallatin, as asset
sale advisor.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


GOLDKING HOLDINGS: Gets Court Approval of Bidding Procedures
------------------------------------------------------------
Goldking Holdings LLC won court approval of a bidding process that
would allow Wayzata Opportunities Fund II L.P. or another company
to acquire substantially all of its assets.

The court order signed by U.S. Bankruptcy Judge David Jones
approved the bidding process, under which interested buyers are
required to submit their offers for the assets by March 5.

Wayzata Opportunities, the oil firm's largest shareholder and a
secured lender, is already considered a qualified bidder.  The
company earlier agreed to extend a $16.1 million loan to Goldking
but under certain conditions including entry of a court order
authorizing the sale two months after approval of the bidding
process.

The bidding process requires Goldking to hold an auction on
March 13 at the offices of its legal counsel, Haynes and Boone
LLP, in Houston, Texas.

Judge Jones will hold a hearing on March 17 to consider the sale
of the assets to the winning bidder.  The deadline for filing
objections to the sale is March 14.  A copy of the court order can
be accessed for free at http://is.gd/5CC94z

Earlier, Goldking's official committee of unsecured creditors,
which was appointed on Feb. 6, filed an objection in which it
asked the bankruptcy judge to delay the sale of the assets to
allow the group to investigate the proposed deal.

"The interests of the unsecured creditors simply cannot be
properly protected if the debtors are allowed to rush their sale
in order to prevent detailed evaluations of what they want to do,"
the unsecured creditors' committee said.

The bidding process also drew flak from White Oak Operating Co.,
LLC and White Oak Energy V, LLC.  The creditors argued that they
have the right to credit bid on their collateral, which are
included in the sale.

The committee is represented by:

         Daren R. Brinkman, Esq.
         BRINKMAN PORTILLO RONK, PC
         JP Morgan International Plaza III
         14241 Dallas Parkway, Suite 650
         Dallas, TX 75254
         Tel: (214) 775-1762
         Fax: (214) 932-1003
         E-mail: dbrinkman@brinkmanlaw.com

White Oak is represented by:

         Nathan P. Lebioda, Esq.
         WINSTON & STRAWN LLP
         100 North Tryon Street
         Charlotte, NC 28202-1078
         Tel: 704-350-7700
         Fax: 704-350-7800
         E-mail: nlebioda@winston.com

                     About Goldking Holdings

Goldking Holdings LLC, an oil-and-gas exploration company based in
Houston, sought bankruptcy protection (Bankr. D. Del. Case No.
13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from
creditors with plans to sell virtually all its assets.  Goldking
Onshore Operating, LLC, and Goldking Resources, LLC, also sought
creditor protection.

The cases were initially assigned to Delaware Judge Brendan
Linehan Shannon.  On Nov. 20, 2013, Judge Shannon granted the
request of Goldking's former CEO Leonard C. Tallerine Jr. to move
the Chapter 11 case to Houston, Texas (Bankr. S.D. Tex. Case No.
13-37200).  Mr. Tallerine owns a nearly 6% stake in the company
through an entity called Goldking LT Capital Corp.

The Debtors' are represented by Scott W. Everett, Esq., and
Christopher L. Castillo, Esq., at Haynes And Boone, LLP.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serves as the Debtors' co-counsel.
Lantana Oil & Gas Partners serves as the Debtors' financial
advisors.  The Debtors' notice, claims, solicitation and balloting
agent is Epiq Bankruptcy Solutions, LLC.

In December 2013, the Debtors won Court approval to employ
E-Spectrum Advisors LLC, led by its CEO Coy Gallatin, as asset
sale advisor.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


GREEN FIELD: Slated for March 7 Auction to Select Liquidators
-------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware approved the procedures governing the sale of Green Field
Energy Services, Inc., et al.'s assets and scheduled an auction on
March 7, 2014.

The Debtors entered an agency agreement with Gordon Brothers
Commercial & Industrial, LLC, as agent to sell the assets for a
guaranteed $50,000,000.  In addition, the Debtors will receive up
to $67,500,000 from payments of the guaranteed amount and proceeds
from the sale of the assets.

The deadline for submitting bids is March 5.  If qualified bids
are timely received, the auction will take place on March 7 at the
offices of Latham & Watkins, LLP, in Houston, Texas.  If no other
qualified bid is received, then an auction will not be held and
GBCI will be the successful bidder.  The sale hearing will be on
March 11, at 2:00 p.m.  Objections to the sale are due March 4.

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

The Court overruled and denied all objections to the Motion that
have not been withdrawn, waived, expressly reserved or settled.
As previously reported by The Troubled Company Reporter, the U.S.
Trustee, Nations Fund I, Inc., Tucson Embedded Systems, Inc., Ford
Motor Credit Company, LLC, objected to the proposed bidding
procedures.

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

The Official Committee of Unsecured Creditors is represented by
Robert J. Stark, Esq., at Brown Rudnick LLP, in New York; and
Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP,
in Wilmington, Delaware.

                     About Green Field Energy

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

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

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

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

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

Roberta A. Deangelis, The U.S. Trustee for Region 3, appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Green Field Energy Services, Inc., et al.

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


HDOS ENTERPRISES: Files Schedules of Assets and Debts
-----------------------------------------------------
HDOS Enterprises filed with the U.S. Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities disclosing the following:

A. Real Property                                                $0
B. Personal Property
B.1 Cash on hand                                                 0
B.2 Bank Accounts                                        1,175,622
B.3 Security Deposits with public utilities                 73,753
B.12 Interests in IRA/ERISA/Koegh/other pension plans    2,300,000
B.16 Accounts receivable                                    64,553
B.22 Patents, Copyrights and Other Intellectual Property   Unknown
B.23 Licenses, franchises and other general intangibles    Unknown
B.25 Automobiles, trucks, trailers, and other vehicles     Unknown
B.28 Office equipment, furnishings, and supplies            28,000
B.29 Machinery, fixtures, equipment and supplies
        Liquidation value                                  435,230
        Fair Market value                                1,489,000
        Net Book value                                     940,612
B.30 Inventory                                             253,744

   TOTAL SCHEDULED ASSETS                               $8,276,938
   ===============================================================

C. Property Claimed as Exempt                                  N/A
D. Creditors Holding Secured Claims
      Christopher J. and Linda A. Witczak                 $500,000
      Larry R. and Rosa Yoachum                            500,000
      Larry R. and Rosa Yoachum                            250,000
      Marlin Business Bank                                  16,138
      Torrey Pines Bank                                    445,015
      Torrey Pines Bank                                    800,000
E. Creditors Holding Unsecured Priority Claims
      California State Board of Equalization               285,935
      Nevada Department of Taxation                         25,371
      Utah State Tax Commission                             21,054
      Bibiana Becerril                                      31,770
      Jay B. Kowallis                                       26,712
      Laurie Sonia                                          27,734
      Marnie Purvis                                         40,495
      Others                                                82,671
F. Creditors Holding Unsecured Nonpriority Claims
      Hansen Distribution Group                             64,878
      Nicholas and Company, Inc.                           142,890
      Shamrock Foods Company                               688,988
      Shin & Kim                                            50,871
      Others                                             1,792,955

   TOTAL SCHEDULED LIABILITIES                          $5,793,477
   ===============================================================

Full-text copies of the Schedules dated Feb. 18, 2014, is
available for free at http://is.gd/UxWvdF

A copy of Amended Schedule D dated Feb. 20, 2014, is available for
free at http://is.gd/bwB6QO

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
pointed out that the Hot Dog on a Stick restaurants at first blush
seem solvent, given the lists of assets and debt filed with the
Bankruptcy Court.  Mr. Rochelle noted that the largest asset,
goodwill, which was listed with a value of $4.4 million, typically
doesn?t have value in itself. Cash of $2.3 million in a 401(k)
plan may not be available for creditors, he said.

                     About Hot Dog On A Stick

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

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

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

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

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee proposes to
retain Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
California, as counsel.


HDOS ENTERPRISES: U.S. Trustee Names 3 Members to Creditors' Panel
------------------------------------------------------------------
Peter C. Anderson, U.S. Trustee for Region 16, has appointed three
members to the official committee of unsecured creditors in the
Chapter 11 case of HDOS Enterprises.

The Committee members are:

   (1) Simon Property Group, Inc.
       c/o Ronald M. Tucker, Vice President Bankruptcy Counsel
       225 W. Washington Street
       Indianapolis, IN 46204
       Tel: (317) 263-2346
       Fax: (317) 263-7901
       Email: rtucker@simon.com

   (2) Hansen Distribution Group
       c/o John R. Haynes Loevenguth, Consultant
       Schulze, Haynes Loevenguth & Co.
       4340 Von Karman Ave., Suite 110
       Newport Beach, CA 92660
       Tel: (949) 955-9142
       Fax: (949) 474-0330
       Email: jloevenguth@schulzehaynes.com

   (3) GGP Limited Partnership
       c/o Julie Minnick Bowden, Manager National Bankruptcy
       110 N. Wacker Drive
       Chicago, IL 60606
       Tel: (312) 960-2707
       Fax: (312) 442-6374
       Email: julie.minnick@ggp.com

The Creditors' Committee proposes to retain Jeffrey N. Pomerantz,
Esq. -- jpomerantz@pszjlaw.com -- and Jeffrey W. Dulberg, Esq. --
jdulberg@pszjlaw.com -- at PACHULSKI STANG ZIEHL & JONES LLP, in
Los Angeles, California, as counsel.

                     About Hot Dog On A Stick

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

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

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

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


HDOS ENTERPRISES: Proposes to Sell Inventory in Closed Stores
-------------------------------------------------------------
HDOS Enterprises seeks authority from the U.S. Bankruptcy Court
Central District of California, Los Angeles Division, to sell the
personal property assets which remain in any of its closed stores
to Fred Bush & Associates for a fixed price of $17,500 with no
auction or overbid.

According to the Debtor's counsel, J. Bennett Friedman, Esq., at
Friedman Law Group, P.C., in Los Angeles, California, the
purchaser and the purchase price were the result of a great deal
of condensed effort by the Debtor and its counsel to locate a
liquidator to remove and sell the items from the 15 store
locations that were rejected by the Debtor on Feb. 11, 2014.
Mr. Friedman says 13 of the closed stores have appliances,
inventory and equipment.

Mr. Friedman asserts that retention of the personal property will
impel an ongoing surcharge, and that charge will, at least
arguably, be entitled to administrative expense priority.

                             *     *     *

Bankruptcy Judge Neil W. Bason, on Feb. 28, granted the Debtor's
request but limited the authorization only with respect to
property which is currently held in Debtor?s three Phoenix,
Arizona stores.  Judge Bason also fixed the rejection of the
leases pertaining to the three stores to Feb. 28, 2014.

A hearing is scheduled for March 20, at 1:00 p.m. to consider
subsequent objections by one or more of the landlords affected by
the Motion.


HERITAGE REAL ESTATE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Heritage Real Estate Investment, Inc.
        312 Hyde Park Ave
        Eutaw, AL 35462

Case No.: 14-70349

Chapter 11 Petition Date: March 2, 2014

Court: United States Bankruptcy Court
       Northern District of Alabama (Tuscaloosa)

Debtor's Counsel: Herbert M Newell, III, Esq.
                  NEWELL & HOLDEN, LLC
                  2117 Jack Warner Parkway Ste 5
                  Tuscaloosa, AL 35401
                  Tel: 205 343-0340
                  Email: hnewell@newell-law.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Clifton Dawson, Special Assistant
Secretary.

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


HOST HOTELS: Fitch Raises Issuer Default Rating From 'BB+'
----------------------------------------------------------
Fitch Ratings has upgraded the credit ratings of Host Hotels &
Resorts (NYSE: HST) and its operating partnership, Host Hotels &
Resorts Limited Partnership (collectively Host, or the company) as
follows:

Host Hotels & Resorts, Inc.
--Issuer Default Rating (IDR) to 'BBB-' from 'BB+'.

Host Hotels & Resorts, L.P.
--IDR to 'BBB-' from 'BB+';
--Unsecured revolving credit facility to 'BBB-' from 'BB+';
--Senior unsecured notes to 'BBB-' from 'BB+';
--Senior unsecured exchangeable notes to 'BBB-' from 'BB+'.

The Rating Outlook is Stable.

Key Rating Drivers

The upgrade reflects Fitch's expectation that Host will achieve
its stated 3.0x leverage target and that the company's credit
metrics will remain appropriate for the 'BBB-' IDR through the
lodging cycle.  The upgrade also considers Host's high-quality
portfolio of geographically diversified upper tier hotel
properties, as well as its large and liquid unencumbered asset
pool.  Fitch views this as an important source of contingent
liquidity that supports the rating.

Sustained Lower Leverage
Host has reduced its leverage from its down cycle peak of 5.8x to
3.3x for the trailing 12 month period ending Dec. 31, 2013.
Fitch's base case scenario projects Host's leverage to decrease to
2.8x in 2014 and 2.5x in 2015.  This reduction and public
commitment to sustain leverage around 3.0x or below is a key
element behind Fitch's upgrade of Host's ratings.

The ratings have little tolerance for leverage sustaining above
4.0x over a rating horizon (typically two to three years).
Ratings also recognize that the cyclicality of the industry, the
asset heavy nature of owning hotels, and the limited ability to
retain cash and reduce debt due to its REIT status could cause
leverage to increase above 4.0x temporarily in a downturn.
Fitch's stress case forecast assumes that peak cyclical leverage
is comfortably below 5.0x and that it would decline to below 4.0x
within the ratings horizon.  Fitch defines Host's leverage as net
debt to recurring operating EBITDA.

Positive Hotel Industry Outlook
Fitch has a positive view towards U.S. lodging industry
fundamentals owing to healthy demand from corporate transient and
inbound international visitation trends.  Combined with limited
new supply, the increase in demand has lifted occupancy rates to
levels that support pricing flexibility.  Fitch's base case
incorporates revenue per available room (RevPAR) growth for U.S.
hotels of 5.5% in 2014, which is on the conservative side of the
5%-7% range of forecasts from the leading industry forecasting
services. Fitch expects Host's RevPAR to grow in-line to slightly
above the industry average during the next one-to-three years.

Diversified Portfolio
Host maintains a high-quality, geographically diversified
portfolio of 114 consolidated luxury and upscale hotel properties
across the U.S. including 15 international hotels located in,
Australia, Brazil, Canada, Chile, Mexico, and New Zealand.  The
company's portfolio provides significant financial flexibility and
geographically diverse cash flows, which Fitch views positively.

Large and Liquid Unencumbered Asset Pool
Host's large unencumbered asset pool provides an excellent source
of contingent liquidity.  Fitch calculates that the company's
unencumbered assets to net unsecured debt (UA/UD) ratio at 2.3x as
of Dec. 31, 2013.  Fitch reflects the cyclicality of Host's cash
flows in its UA/UD analysis by haircutting its trailing 12-month
unencumbered EBITDA by 20% and applying a stressed 8x multiple to
calculate unencumbered asset value.

Host's unencumbered asset profile has several attractive features
that should enhance their appeal as collateral.  The company's
hotels are principally located in key 'gateway' markets that
balance sheet lenders tend to favor.  Moreover, its hotels are
generally aligned with the strongest brands in the industry.
Finally, Host owns some of the largest and most valuable hotels in
the U.S., which should allow it to raise secured debt capital
quickly and in size, if needed.

Strong Fixed-Charge Coverage
Fitch projects that Host's fixed-charge coverage ratio, which
declined to 1.7x in 2009 from 2.6x in 2008 and rose to 3.2x in
2013, to improve to 5.1x in 2014 and 5.6x in 2015.  Under Fitch's
stress case forecast coverage would decline to 2.5x over the next
12-to-24 months.  Fitch defines Host's fixed-charge coverage as
recurring operating EBITDA less renewal and replacement capital
expenditures, divided by cash interest expense and capitalized
interest.

Industry Cyclicality Reduces Cash Flow Stability
The cyclical nature of the hotel industry is Fitch's primary
credit concern related to Host.  Hotels re-price their inventory
daily and, therefore, have the shortest lease terms and least
stable cash flows of any commercial property type.  Economic
cycles, as well as exogenous events (i.e. acts of terrorism), have
historically caused material declines in revenues and
profitability for hotels.

The Stable Outlook centers on Fitch's expectation that Host's
credit profile will remain appropriate for the 'BBB-' rating
through the economic cycles, barring any significant changes in
the company's capital structure plans.  The Stable Outlook also
reflects the quality of Host's portfolio and unencumbered asset
coverage that provides good downside protection to bondholders.

Rating Sensitivities

-- A reduction in Host's public stated leverage target of 3.0x and
   commensurate deleveraging of its balance sheet could lead to
   positive momentum.  At this point, Fitch believes this is
   unlikely given the company's growth strategy and historical
   financial policies.

-- Fitch expects management to support its balance sheet at a
   level commensurate with a 'BBB-' rating. Host revising its
   medium to long-term leverage target above 3.0x could have
   negative rating implications.

-- Fitch's expectation for leverage to sustain above 4.0x over the
   rating horizon could also lead to a downgrade in the ratings
   and/or outlook;

-- A negative rating action could also occur if a downturn is more
   severe than Fitch's stress case scenarios, which contemplates
   industrywide RevPAR declines of 13-15%.  Due at least in part
   to the more attractive supply growth environment relative to
   the last recessions, we believe RevPAR declines would be
   somewhat less severe than the 20% declines experienced in 2008
   - 2009.

-- A material reduction in Host's UA/UD ratio could have negative
   rating implications.


INFUSYSTEM HOLDINGS: GUSMF Stake at 8.4% as of Dec. 31
------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Global Undervalued Securities Master Fund,
L.P., and its affiliates disclosed that as of Dec. 31, 2013, they
beneficially owned 1,850,000 shares of common stock of InfuSystem
Holdings, Inc., representing 8.4 percent of the shares
outstanding.  Global Undervalued previously reported beneficial
onwership of 2,000,000 shares as of Dec. 31, 2012.  A copy of the
regulatory filing is available at http://is.gd/OcdKBE

                      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.


INSTITUTO MEDICO: U.S. Trustee Seeks Dismissal of Bankruptcy Case
-----------------------------------------------------------------
A Justice Department official charged with regulating bankruptcy
cases has filed a motion seeking the dismissal of the bankruptcy
case of Instituto Medico del Norte, Inc.

Guy Gebhardt, acting U.S. trustee for Region 21, cited as ground
for dismissal the company's alleged failure to pay the trustee his
quarterly fees required under the Bankruptcy Code.

As of Feb. 21, Instituto Medico has allegedly failed to pay
quarterly fees in the amount of $12,675 for the fourth quarter of
2013.

"[Instituto Medico's] behavior demonstrates that it has no
intention to comply with its duties as debtor," the U.S. trustee
said in court papers.

U.S. Bankruptcy Judge Enrique Lamoutte Inclan will hold a hearing
on March 20 if objections to the dismissal of the case are filed.

The U.S. trustee is represented by:

         Jose Carlos Diaz Vega, Esq.
         Trial Attorney
         U.S. Department of Justice
         Office of the United States Trustee
         500 Tanca Street, Suite 301
         San Juan, Puerto Rico 00901-1922
         Tel: (787) 729-7444
         Fax: (787) 729-7449

                     About Instituto Medico

Instituto Medico del Norte, Inc., aka Centro Medico Wilma N.
Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of
Centro Medico Wilma N. Vazquez, sought protection under Chapter 11
of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No.
13-08961). The case is assigned to Judge Mildred Caban Flores.

The Debtor is represented by Fausto David Godreau Zayas, Esq. --
dgodreau@LBRGlaw.com -- and Rafael A Gonzalez Valiente, Esq. --
rgonzalez@lbrglaw.com -- at LATIMER BIAGGI RACHID & GODREAU, in
San Juan, Puerto Rico.


INSTITUTO MEDICO: Asks Court to Dismiss Medical Malpractice Case
----------------------------------------------------------------
Instituto Medico del Norte, Inc., asked U.S. Bankruptcy Judge
Enrique Lamoutte Inclan to dismiss a lawsuit filed against the
company and two others for alleged medical malpractice.

The move comes after Erick Valentin Aguila, a creditor of
Instituto Medico, filed on Feb. 4 a motion to lift the automatic
stay that was applied to the lawsuit.

The automatic stay is an injunction that halts actions by
creditors against a company in bankruptcy protection.

Attorney for Instituto Medico, David Godreau Zayas, Esq., at
Latimer, Biaggi, Rachid & Godreau, in San Juan, Puerto Rico, said
the motion "fails to comply with bankruptcy law requirements."

"The motion fails to state if the relief from stay sought is
against property of the estate or otherwise," Mr. Zayas said in
court papers.

Mr. Aguila sued Instituto Medico and two doctors over medical
malpractice before the Commonwealth of Puerto Rico Superior Court
of Bayamon in 2003.  The lawsuit was automatically halted by
Instituto Medico's bankruptcy filing late last year.

                     About Instituto Medico

Instituto Medico del Norte, Inc., aka Centro Medico Wilma N.
Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of
Centro Medico Wilma N. Vazquez, sought protection under Chapter 11
of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No.
13-08961). The case is assigned to Judge Mildred Caban Flores.

The Debtor is represented by Fausto David Godreau Zayas, Esq. --
dgodreau@LBRGlaw.com -- and Rafael A Gonzalez Valiente, Esq. --
rgonzalez@lbrglaw.com -- at Latimer Biaggi Rachid & Godreau, in
San Juan, Puerto Rico.


JAMES RIVER: Capital Ventures Stake at 3% as of Dec. 31
-------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Capital Ventures International and its
affiliates disclosed that as of Dec. 31, 2013, they beneficially
owned 1,266,880 shares of common stock of James River Coal Company
representing 3.5 percent of the shares outstanding.  Capital
Ventures previously reported beneficial ownership of 1,948,811
shares as of Sept. 19, 2013.  A copy of the regulatory filing is
available for free at http://is.gd/KbNuTF

                          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.


JEH COMPANY: Hires United Country Cain as Real Estate Broker
------------------------------------------------------------
JEH Company, et al., seek authorization from the Hon. Russell F.
Nelms of the U.S. Bankruptcy Court for the Northern District of
Texas to employ United Country Cain Agency, Inc. as licensed real
estate broker.

To advance the bankruptcy proceeding, the Debtor has engaged the
services of United Country Cain Agency as real estate broker to
sell the unimproved property described as CR 4583 Winnsboro, Texas
75494, listed for a price of $38,159.00, being further listed as
ABS 0506; Reed A; tract 5; Wood County; acres 18.171.

The Debtor has employed United Country Cain to provide real estate
advisory and broker services to facilitate the sale of the
property.  The terms of the agreement are described in a Farm and
Ranch Real Estate Listing Agreement Exclusive Right to Sell.

Subject to court approval, United Country Cain Agency will charge
the Debtor for its services based on the Agreement, including a 6%
commission on the sale price, which may be shared with a
purchasing broker.  United Country Cain Agency may have performed
real estate services for entities affiliated with the Debtor.

Sue Ragsdale, realtor's associate for United Country Cain, 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.

United Country Cain can be reached at:

       Sue Ragsdale
       UNITED COUNTRY CAIN AGENCY, INC.
       506 South Main
       Winnsboro, TX 75494
       Tel: (903) 342-9987
       Fax: (903) 342-3415

                        About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.

JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.

JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.


JOHN TERNEY: Rhode Island Court Names Permanent Receiver
--------------------------------------------------------
In the case, GREGORY A. MERCURIO, JR. And RIATA REALTY TRUST
Plaintiffs vs. JOHN TERNEY CONSTRUCTION, INC., a/k/a J. TERNEY
CONSTRUCTION ROOFING Defendant P.B. #13-4093, the Providence
County Superior Court appointed Richard Land as Permanent Receiver
of John Terney Construction and directed the Receiver to give a
Surety Bond in the amount of $10,000, with respect to the faithful
performance of the duties conferred upon the Receiver.

All creditors or other claimants are ordered to file under oath
with the Receiver at Chace Ruttenberg & Freedman, LLP, One Park
Row,_Suite 300, Providence, Rhode Island 02903, on or before
July 7, 2014, a statement setting forth their claims.


LEHMAN BROTHERS: Black Diamond Fails in Bid for Documents
---------------------------------------------------------
Black Diamond Offshore Ltd. and Double Black Diamond Offshore Ltd.
failed to get court approval to access documents related to their
agreements with Lehman Brothers Holdings Inc.'s affiliates.

The Bankruptcy Court on Feb. 5 denied without prejudice the
request of the claimants to force Lehman to turn over documents
related to two ISDA master agreements they made with its special
financing unit and Lehman Brothers International (Europe).

The ISDA master agreements were terminated early after Lehman
filed for bankruptcy protection in 2008.  The claimants said they
are owed more than $15.8 million.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: LBI Settlement With Japanese Units Approved
------------------------------------------------------------
The Bankruptcy Court approved a settlement of claims between the
trustee of Lehman Brothers Holdings Inc.'s brokerage and the
company's Japanese units.

Under the deal, the brokerage can assert a proprietary claim of
more than JPY4.9 billion against Lehman Brothers Japan Inc., one
of the six Japanese subsidiaries that brought more than $500
million in claims against the brokerage.

In exchange, LBJ can assert an unsecured non-priority general
creditor claim of $442.8 million against the brokerage, and two
customer claims totaling $59 million.

Meanwhile, the other Japanese subsidiaries can assert an
unsecured non-priority general creditor claim against the Lehman
brokerage.  The Japanese units are Hercules K.K., LBC Y.K.,
Lehman Brothers Finance (Japan) Inc., Lehman Brothers Real Estate
Ltd., and Libertus Jutaku Loan K.K.

Garrett Fail, Esq., at Weil Gotshal & Manges LLP, in New York,
said the Lehman parent supports the settlement, saying its
creditors "will also reap a substantial benefit" from the
agreement.

"The settlement agreement will unlock considerable value to
creditors of LBHI and its affiliates that LBJ has kept in
reserve," the Lehman lawyer said in a court filing.

Mr. Fail said LBJ refuses to pay off "certain material affiliate
claims" until all of its intercompany claims, including those
filed against the brokerage, are resolved.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: LBI Trustee Files June-Feb. Report
---------------------------------------------------
The trustee of Lehman Brothers Holdings Inc.'s brokerage filed on
Feb. 14, 2014, an interim report in connection with the
liquidation of the brokerage under the Securities Investor
Protection Act.

According to the 28-page report, which covers the period June 15,
2013 to Feb. 14, 2014, the Trustee has distributed more than
$13 billion to securities customers during the period.

The $13 billion payment put the estate "on the precipice of
completing 100% distributions to all allowed customer claimants,"
James Giddens said in the report.

"Distributions to date exceed one hundred five billion dollars,
by far the largest customer distribution in history and the
largest distribution of any kind across the worldwide Lehman
insolvency proceedings," Mr. Giddens said.

The report disclosed that by Dec. 31, 2013, more than 13,000
claims asserting more than $127 billion had been determined as
$19.3 billion of allowed claims, with 1,500 claims asserting
$1.6 billion on objections before the court, and 4,300 remaining
unresolved claims seeking $13.6 billion (excluding contingent and
unliquidated amounts).

The report also related that the trustee is working on the
resolution of contingent and unliquidated claims, with emphasis
on those asserting secured and priority status.

Of these the largest are claims asserted by Barclays Capital Inc.
in the litigation pending in the U.S. Court of Appeals for the
Second Circuit and in its recently filed administrative priority
claim.

In addition to claims resolution, the trustee also employed a
strategy to liquidate securities through his professionals at
BlackRock Financial Management Inc. and Miller Buckfire & Co.
LLC.  This process has realized $7.2 billion to the fund of
customer property and general estate, according to the report.

The report also noted these accomplishments in the past eights
months:

     * Distributed more than $13 billion to securities customers;

     * Allowed 217 non-affiliate general creditor claims
       asserting $671 million in amounts of $132.7 million;

     * Obtained 222 voluntary claim withdrawals asserting
       approximately $5.7 billion and filed 100 omnibus and other
       objections contesting 3,199 general creditor claims, of
       which approximately $4.5 billion was expunged by the end
       of 2013;

     * Conducted public sales of more than $7.2 billion of
       securities, including $2 billion of securities in the
       general estate, in an effort to reduce the LBI estate to
       cash and maximize the value of the general estate;

     * Successfully negotiated the withdrawal of more than
       $100 million of non-affiliate disputed customer claims;

     * Achieved settlements with Lehman Brothers Securities N.V.,
       Lehman Brothers Luxembourg S.A., Lehman Brothers
       (Luxembourg) Equity Finance S.A. and Lehman Brothers Japan
       Inc.; and

     * Achieved settlements in principle with Lehman Brothers
       Capital GmbH, Lehman Brothers Pte. Ltd. and Lehman
       Brothers Securities Taiwan Ltd., and continues to work
       with other Lehman affiliates to resolve their claims.

A full-text copy of the report is available without charge
at http://bankrupt.com/misc/LBHI_LBI10thReport.pdf

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: Drops Objection to Banesco Claim
-------------------------------------------------
Lehman Brothers Holdings Inc. dropped its objection to a portion
of Claim No. 62723 of Banesco Holdings CA, which is based on a
security issued by the company.  The claim is based on two
securities worth more than $111.3 million issued by Lehman and
Lehman Brothers Treasury Co. B.V. Lehman had said Banesco is not
the holder of both securities, and is not entitled to receive
distributions under its Chapter 11 plan.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: Seeks to Reclassify Claims as Subordinated
-----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan authorized Lehman Brothers
Holdings Inc. to classify 48 claims as subordinated under its
payout plan.

The claimants, most of which are underwriters of securities
issued by Lehman, seek to recover nearly $900 million.  The
claims are listed at:

   http://bankrupt.com/misc/LBHI_449thoo_44Underwriter.pdf
   http://bankrupt.com/misc/LBHI_452ndoo_4Underwriter.pdf

The bankruptcy court also authorized Lehman to cut the total
amount asserted in 108 claims to $7.179 million from $56.805
million.  The claims are listed at:

   http://bankrupt.com/misc/LBHI_450thoo_103NoLiability.pdf
   http://bankrupt.com/misc/LBHI_451stoo_5Claims.pdf

Meanwhile, eight claims, which seek to recover more than $4.26
million, were extinguished by the bankruptcy court.  A list of
the claims can be accessed for free at:

   http://bankrupt.com/misc/LBHI_448thoo_8NoLiability.pdf

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: LBI Trustee Seeks to Disallow 199 Claims
---------------------------------------------------------
James Giddens, the trustee liquidating Lehman Brothers Holdings
Inc.'s brokerage, asked the U.S. Bankruptcy Court in Manhattan to
disallow 199 claims, which assert almost $25 million.  The claims
are listed at:

   http://bankrupt.com/misc/LBHI_sipa200thoo_23NoLiability.pdf
   http://bankrupt.com/misc/LBHI_sipa201stoo_40NoLiability.pdf
   http://bankrupt.com/misc/LBHI_sipa202ndoo_12noliability.pdf
   http://bankrupt.com/misc/LBHI_sipa204thoo_54insuffdocs.pdf
   http://bankrupt.com/misc/LBHI_sipa205thoo_9noliability.pdf
   http://bankrupt.com/misc/LBHI_sipa206thoo_13noliability.pdf
   http://bankrupt.com/misc/LBHI_sipa207thoo_8noliability.pdf
   http://bankrupt.com/misc/LBHI_sipa208thoo_2insuffdocs.pdf
   http://bankrupt.com/misc/LBHI_sipa209thoo_38noliability.pdf

Many of the claims seek to recover interests in or losses
associated with partnership funds or their related feeder funds.
The funds are corporate entities separate from the Lehman
brokerage, according to the trustee.

The trustee also asked the court to disallow each of the claims
filed by Credencial Argentina S.A., Minicreditos S.A. and a
certain Carlos Gorleri.

Mr. Gorleri "improperly" asserts a secured claim while the two
other creditors seek payments for damages "relating to a
potential strategic transaction that was never achieved,"
according to the trustee.

Meanwhile, the trustee proposed to disallow the portions of
claims filed by former employees based on the ownership of common
stock in the brokerage's parent company, ownership or the decline
in value of the claimants' 401(k) savings plan accounts, and
claims for equity interests in the Lehman parent.  He also wanted
the portions of those claims asserting severance payments reduced
and, if appropriate, reclassified.  The claims are listed at
http://is.gd/pTpX9B

Mr. Giddens dropped his objections to seven claims filed by seven
creditors, including Claim No. 7002479 of U.S. Ban National
Association.

                    Court Disallows Claims

The bankruptcy court disallowed 53 claims, which seek to recover
more than $3.3 million from the Lehman brokerage.  The claims are
listed at:

   http://bankrupt.com/misc/LBHI_sipa156thOO_35InsuffDocs.pdf
   http://bankrupt.com/misc/LBHI_sipa166thoo_18satisfied.pdf

Meanwhile, 12 other claims were subordinated to all allowed
unsecured general creditor claims against the Lehman brokerage.
A list of the claims can be accessed at http://is.gd/rM9jwd

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LONG BEACH MEDICAL: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------------
The U.S. Trustee has appointed three members to the official
committee of unsecured creditors in the Chapter 11 cases of Long
Beach Medical Center and Long Beach Memorial Nursing Home, Inc.

The Committee members are:

   (1) ChemRx
       P.O. Box 1060
       Long Beach, NY 11561

   (2) Atlantic Dialysis Management Services, LLC
       23-14 College Point Boulevard
       College Point, NY 11356

   (3) 1199 SEIU United Health Care Workers East
       310 West 43rd Street
       New York, NY 10036

ChemRx, owed $818,385, is listed as one of the Debtors' 30 largest
unsecured creditors.

Long Beach Medical Center filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 14-70593) on Feb. 19, 2014.  The
petition was signed by Douglas Melzer as president and CEO.  The
Debtor estimated assets of at least $10 million and debts of at
least $50 million.  Garfunkel Wild P.C. serve as the Debtor's
counsel.  GCG, Inc., is the Debtor's claims and noticing agent.
The Hon. Alan S. Trust presides over the case.


LONG BEACH MEDICAL: Has Interim OK to Tap $900,000 in DIP Loans
---------------------------------------------------------------
Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern
District of New York authorized Long Beach Medical Center, et al.,
to borrow on an emergency basis up to a total amount of $900,000
from South Nassau Communities Hospital.

The Court also authorized the Debtors to use the cash collateral
derived from the operations of the Debtors and their real and
personal property.

The Debtors, under the DIP Facility, are required to conduct an
auction for the sale of all or substantially all of the Debtors'
assets on or before April 17, 2014.  The Debtors are also required
to have obtained Court approval of the sale of their assets on or
before April 21, and close the sale transaction on or before
June 30.

The final hearing on the motion will be held on March 10, 2014, at
10:00 a.m. (prevailing Eastern Time).  Objections are due March 6.
Any failure of the New York State Department of Labor or the
holder of a valid mechanics or materialmens liens to file a timely
objection will constitute a waiver of any objection to the
granting of a priming lien, in which case the priming liens will
be granted nunc pro tunc to the Petition Date.

A full-text copy of the Interim DIP Order is available for free
at http://bankrupt.com/misc/LONGBEACHdipord0226.pdf

The bankruptcy counsel for the Debtors is Burton S. Weston, Esq.,
Afsheen A. Shah, Esq., and Adam T. Berkowitz, Esq., at Garfunkel
Wild, P.C., in Great Neck, New York.  Counsel for the Lender is
Frank A. Oswald, Esq. -- frankoswald@teamtogut.com -- Brian F.
Moore, Esq. -- bmoore@teamtogut.com -- and Scott A. Griffin,
Esq. -- sgriffin@teamtogut.com -- at Togut, Segal & Segal LLP, in
New York.

Long Beach Medical Center filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 14-70593) on Feb. 19, 2014.  The
petition was signed by Douglas Melzer as president and CEO.  The
Debtor estimated assets of at least $10 million and debts of at
least $50 million.  Garfunkel Wild P.C. serve as the Debtor's
counsel.  GCG, Inc., is the Debtor's claims and noticing agent.
The Hon. Alan S. Trust presides over the case.


LONG BEACH MEDICAL: Ordered to Show Cause re Ombudsman Appointment
------------------------------------------------------------------
Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern
District of New York issued an order directing Long Beach Medical
Center, et al., to show cause regarding the appointment of a
patient care ombudsman in their Chapter 11 cases.

The Debtors indicated on their respective petitions that they each
are a "health care business."  The term "health care business" is
defined under Section 101(27A) of the Bankruptcy Code as "any
public or private entity (without regard to whether that entity is
organized for profit or not for profit) that is primarily engaged
in offering to the general public facilities and services for -
(i) the diagnosis or treatment of injury, deformity, or disease;
and (ii) surgical, drug treatment, psychiatric, or obstetric care;
and . . . includes any . . . general or specialized hospital . . .
any long-term care facility, including any []skilled nursing
facility . . . assisted living facility; home for the aged. . ."

Judge Trust says that if the debtor in a case under chapter 11 is
a health care business, Section 333(a)(1) provides that "the court
shall order, not later than 30 days after the commencement of the
case, the appointment of an ombudsman to monitor the quality of
patient care and to represent the interests of the patients of the
health care business unless the court finds that the appointment
of such ombudsman is not necessary for the protection of patients
under the specific facts of the case."

Judge Trust adds that Rule 2007.2 of the Federal Rules of
Bankruptcy Procedure provides that in a chapter 11 case "in which
the debtor is a health care business, the court shall order the
appointment of a patient care ombudsman under Section 333 of the
Code, unless the court, on motion of the United States trustee or
a party in interest filed not later than 21 days after the
commencement of the case or within another time fixed by the
court, finds that the appointment of a patient care ombudsman is
not necessary for the protection of patients under the specific
circumstances of the case."

Accordingly, Judge Trust directed the Debtors to appear before the
Court on March 10, 2014 at 10:00 a.m., to show cause why orders
should not be entered directing the appointment of a patient care
ombudsman in each of the Chapter 11 cases.  Papers in response to
the Order to Show Cause must be filed by no later than March 5.

Long Beach Medical Center filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 14-70593) on Feb. 19, 2014.  The
petition was signed by Douglas Melzer as president and CEO.  The
Debtor estimated assets of at least $10 million and debts of at
least $50 million.  Garfunkel Wild P.C. serve as the Debtor's
counsel.  GCG, Inc., is the Debtor's claims and noticing agent.
The Hon. Alan S. Trust presides over the case.


MICROVISION INC: Stockholders OK Common Stock Offering
------------------------------------------------------
At the special meeting of stockholders of Microvision, Inc., which
was held on Feb. 12, 2014, the stockholders approved the
registered direct offering of common stock and warrants to
purchase common stock that the Company completed on Sept. 19,
2013.

                       About Microvision Inc.

Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ:
MVIS) is the creator of PicoP(R) display technology, an ultra-
miniature laser projection solution for mobile consumer
electronics, automotive head-up displays and other applications.

The Company incurred a net loss of $22.69 million in 2012
following a net loss of $35.80 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $12.01 million in total
assets, $12.20 million in total liabilities and a $190,000 total
shareholders' deficit.


MARINA BIOTECH: Pryor Cashman Stake at 8.9% as of Dec. 31
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Pryor Cashman LLP reported that as of
Dec. 31, 2013, it beneficially owned 1,586,959 shares of common
stock of Marina Biotech, Inc., representing 8.97 percent based on
17,690,311 shares outstanding as of Feb. 12, 2014.  A copy of the
regulatory filing is available for free at http://is.gd/HZCfui

                       About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

KPMG LLP, in Seattle, expressed substantial doubt about Marina
Biotech's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has ceased substantially all day-to-day operations,
including most research and development activities, has incurred
recurring losses, has a working capital and accumulated deficit
and has had recurring negative cash flows from operations.

The Company reported a net loss of $29.42 million in 2011,
compared with a net loss of $27.75 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $8.01 million in total
assets, $10.36 million in total liabilities and a $2.35 million
total stockholders' deficit.

"The market value and the volatility of our stock price, as well
as general market conditions and our current financial condition,
could make it difficult for us to complete a financing or
collaboration transaction on favorable terms, or at all.  Any
financing we obtain may further dilute the ownership interest of
our current stockholders, which dilution could be substantial, or
provide new stockholders with superior rights than those possessed
by our current stockholders.  If we are unable to obtain
additional capital when required, and in the amounts required, we
may be forced to modify, delay or abandon some or all of our
programs, or to discontinue operations altogether.  Additionally,
any collaboration may require us to relinquish rights to our
technologies.  These factors, among others, raise substantial
doubt about our ability to continue as a going concern."

"Although we have ceased substantially all of our day-to-day
operations and terminated substantially all of our employees, our
cash and other sources of liquidity may only be sufficient to fund
our limited operations until the end of 2012.  We will require
substantial additional funding in the immediate future to continue
our operations.  If additional capital is not available, we may
have to curtail or cease operations, or take other actions that
could adversely impact our shareholders," the Company said in its
quarterly report for the period ended Sept. 30, 2012.


MOSS FAMILY: April 4 Hearing on Adequacy of Plan Outline
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
will continue on April 4, at 1:30 p.m., the hearing to consider
approval of the disclosure statement, which outlines the proposed
Chapter 11 plan of Moss Family Limited Partnership and Beachwalk
L.P.

As reported in the Troubled Company Reporter on Sept. 13, 2013,
the proposed plan provides for this treatment of claims against
and interest in the Debtors:

     1. The allowed claim of Fifth Third ($1,726,698) will be
        satisfied from the sale of any or all parcels of the
        marketed real estate via auction.

     2. The allowed claim of Horizon ($1,122,743) will be
        satisfied by surrendering the real estate to Horizon by
        way of deeds in lieu; and the Debtors will retain the real
        estate with the remaining debt.

     3. Unsecured claims will be fully paid and satisfied by use
        of the proceeds from the sale of LaPorte Judgment Lien
        Property.  From the sale of every LaPorte Judgment Lien
        property, 20% of the net proceeds will be paid into an
        escrow account to be held and disbursed to unsecured
        creditors annually on a pro rata basis of unsecured claims
        until the time as the claims are paid in full, without
        interest.

     4. Prepetition interest in the Debtors will be retained
        by the holders of the same subject to the provisions
        of the Plan.  Each interest holder of both Debtors will
        receive 1/2 of the percentage they held in the prepetition
        Debtors in the reorganized consolidated Debtor.

The plan will be executed by the substantive consolidation of the
Debtors' assets and liabilities.

                         About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed
Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and
12-32541) on July 17, 2012.  Judge Harry C. Dees, Jr., presides
over the case.  Daniel Freeland, Esq., at Daniel L. Freeland &
Associates, P.C., represents the Debtors.  Moss Family disclosed
$6,609,576 in assets and $6,299,851 in liabilities as of the
Chapter 11 filing.


MOSS FAMILY: Faegre Baker Supplemental Application Approved
-----------------------------------------------------------
At the behest of Moss Family Limited Partnership and Beachwalk,
L.P., the Bankruptcy Court approved the Debtors' emergency
supplemental application to employ Faegre Baker Daniles LLP as
special counsel.

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

     a. negotiation and discussion with the town of Michigan
        City and its officials and agencies, including issues
        regarding utility systems, emergency access and
        ownership of common areas;

     b. negotiations and discussions with the creditors of the
        Debtors regarding valuation of collateral and
        restructuring; and

     c. development of strategies regarding new capital for
        development.

On April 8, 2013, the Debtor filed a notice of amendment of
representation to clarify the scope of FBD's representation of the
Debtors to add representation of the Debtors in discussions and
negotiations with the elected board of Beachwalk property owners
association (BPOA).

On Oct. 18, 2013, the BPOA filed an adversary proceeding against
the Debtors under Adversary Case No: 13-03065.

Joseph M. Scimia, a partner at Faegre Baker, in a letter said that
FBD has agreed to represent the Debtors' interest in the adversary
but wants clarification that the representation is within the
scope of its retention as special counsel so as to avoid any issue
after representation has taken place.

With the approval, the firm will represent the Debtor with respect
to:

     a. Beachwalk Property Owners Association
     b. Creditors Relations
     c. New Equity

FBD's current hourly rates range from $220 to $550 an hour.

The application was submitted by Sheila Ramacci, Esq., at Daniel
L. Freeland & Associates, P.C., the Debtor's general counsel.

                         About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed
Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and
12-32541) on July 17, 2012.  Judge Harry C. Dees, Jr., presides
over the case.  Daniel Freeland, Esq., at Daniel L. Freeland &
Associates, P.C., represents the Debtors.  Moss Family disclosed
$6,609,576 in assets and $6,299,851 in liabilities as of the
Chapter 11 filing.


MT. GOX BITCOIN: Bitcoin Shop Statement on Bankruptcy Filing
------------------------------------------------------------
Bitcoin Shop, Inc. on March 3 issued the following statement
regarding the Mt. Gox Bitcoin exchange bankruptcy filing.

Bitcoin Shop, Inc. Chief Executive Officer, Charles Allen
commented, "Transparency and legitimacy are key core values for
Bitcoin Shop as we execute on our plan to grow our virtual
currency ecommerce business.  We strive to engage only with
trusted network partners.  We believe that the digital currency
community needs to join forces to preserve the underlying
foundation of Bitcoin as an open, scalable and reputable addition
to the world's existing currency ecosystems.  Many have suffered
financial hardships as a result of the failure and subsequent
bankruptcy filing of the Mt. Gox exchange.  Regardless of the
risks and issues facing the Bitcoin community, the absolute scale
of the Mt. Gox filing is difficult for even experienced virtual
currency stakeholders to fathom and its impact even more difficult
to assess.  Bitcoin Shop is looking to support further efforts
that both increase the adoption of virtual currencies throughout
global commerce as well as efforts that create value for our
shareholders."

                     About Bitcoin Shop, Inc.

Bitcoin Shop, Inc. operates an ecommerce website --
http://www.bitcoinshop.us-- where consumers can purchase products
using virtual currency such as Bitcoin, by searching through
selection of over 400 categories and over 140,000 items.

Bitcoin is a digital or virtual currency that uses peer-to-peer
technology to facilitate instant payments.  Bitcoin is categorized
as a cryptocurrency, as it uses cryptography for security, making
it difficult to counterfeit.  Bitcoin issuance and transactions
are carried out collectively by the network, with no central
authority, and allow users to make secure, verified transfers.


MUSCLEPHARM CORP: Nelson Obus Stake at 9.9% as of Dec. 31
---------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Nelson Obus and his affiliates disclosed that as of
Dec. 31, 2013, they beneficially owned 1,000,000 shares of common
stock of Musclepharm Corp. representing 9.9 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/K6jnQd

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $13.72 million.  MusclePharm incurred a net loss of
$18.95 million in 2012, a net loss of $23.28 million in 2011, and
a net loss of $19.56 million in 2010.  The Company's balance sheet
at Sept. 30, 2013, showed $41.54 million in total assets, $18.87
million in total liabilities and $22.67 million in total
stockholders' equity.


NASSAU TOWER: March 10 Hearing on Riverpath Settlement
------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing on March 10, 2014, at 10:00 a.m., to consider
Nassau Tower Realty, LLC's proposed settlement of an adversary
proceeding against Riverpath Inc.

The Debtor is party to a lawsuit to recover damages for fraudulent
transfer of property -- 2456 Grant St, Reading, Pennsylvania.

The terms of the settlement provides that given the costs of
litigation and the probability of success on the merits the Debtor
believes that a settlement of $5,000 in full satisfaction of its
claims is in the best interest of the estate.

                      About Nassau Tower

Princeton, N.J.-based Nassau Tower Realty, LLC, filed for
Chapter 11 relief on (Bankr. D. N.J. Case No. 13-24984) on July 9,
2013.  The Hon. Judge Michael B. Kaplan presides over the case.
Paul Maselli, Esq., and Kimberly Pelkey Sdeo, Esq., at Maselli
Warren, P.C., represent the Debtor as counsel.  The Debtor
estimated assets of $10 million to $50 million and debts of
$10 million to $50 million.

The Debtor is the owner of 17 parcels of real estate.  It owns
13 parcels in New Jersey, 3 parcels in Pennsylvania, one parcel in
Maine.  Most of the properties generate income in the form of
rents paid by tenants.

The petition was signed by Louis Mercatanti, officer of Nassau
Holdings, Inc.

The Debtor filed a Plan of Reorganization dated Sept. 27, 2013,
that allows the Debtor to reorganize by continuing to operate, to
liquidate by selling assets of the estate, or a combination of
both.


NEONODE INC: FMR LLC Stake at 12.5% 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 4,610,501 shares
of common stock of Neonode Inc. representing 12.551 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/cyEXEX

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

The Company incurred a net loss of $9.28 million in 2012, a net
loss of $17.14 million in 2011 and a $31.62 million net loss in
2010.  As of Sept. 30, 2013, the Company had $13.38 million in
total assets, $4.80 million in total liabilities and $8.58 million
total stockholders' equity.


NEONODE INC: Wellington Stake at 9.7% 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 beneficially owned 3,705,743 shares
of common stock of Neonode Inc. representing 9.77 percent of the
shares outstanding.  Wellington previously reported beneficial
ownership of 2,653,000 shares at Aug. 31, 2013.  A copy of the
regulatory filing is available for free at http://is.gd/Kk1wgk

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

The Company incurred a net loss of $9.28 million in 2012, a net
loss of $17.14 million in 2011 and a $31.62 million net loss in
2010.  As of Sept. 30, 2013, the Company had $13.38 million in
total assets, $4.80 million in total liabilities and $8.58 million
total stockholders' equity.


NISKA GAS: Moody's Rates $575MM Sr. Notes B2 & Affirms B1 CFR
-------------------------------------------------------------
Moody's Investors Service, assigned a B2 rating to Niska Gas
Storage Canada ULC's proposed $575 million senior unsecured notes.
Niska Gas Storage Canada ULC's is a wholly-owned subsidiary of
Niska Gas Storage Partners LLC (Niska). Niska's Corporate Family
Rating (CFR) of B1, Probability of Default Rating (PDR) of B1-PD
and Speculative Grade Liquidity rating of SGL-3 were affirmed. The
rating outlooks are stable.

The proceeds from the notes offering will be used to call the $644
million of senior unsecured notes currently outstanding.

Assignments:

Issuer: Niska Gas Storage Canada ULC

Senior Unsecured Regular Bond/Debenture, Assigned B2

Senior Unsecured Regular Bond/Debenture, Assigned a range of
LGD5, 70 %

Outlook Actions:

Issuer: Niska Gas Storage Canada ULC

Outlook, Changed To Stable From Rating Withdrawn

Issuer: Niska Gas Storage Partners LLC

Outlook, Remains Stable

Affirmations:

Issuer: Niska Gas Storage Partners LLC

Probability of Default Rating, Affirmed B1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Corporate Family Rating, Affirmed B1

Ratings Rationale

Niska's B1 CFR is driven by the cash flow volatility from its
natural gas arbitrage business, large distributions to
shareholders, high leverage, and only about 55% of revenue coming
from fee-based contracts. The rating recognizes that Niska has
historically not lost money on its arbitrage business, even though
recent cash flow has been materially reduced due to a narrowing of
the price of summer gas purchased versus the winter gas sold.
Niska's storage locations are also strategically important to the
natural gas industry.

In accordance with Moody's Loss Given Default methodology, the
$575 million senior unsecured notes are rated one notch below the
B1 CFR because of the existence of the prior-ranking $400 million
senior secured revolver.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity through the end of fiscal year 2015 (March 31, 2015). At
December 31, 2013, Niska had minimal cash and $240 million
available, after $34 million in letters of credit, under its $400
million senior secured borrowing base revolver, which matures in
2016. The revolver is available in the amount of $200 million each
to AECO Gas Storage Partnership and Niska Gas Storage US, LLC.
Moody's expect positive free cash flow of about $55 million
through FY2015. Moody's expect Niska to remain compliant with the
fixed charge coverage ratio (1.1x) under its revolver that governs
the ability to draw more than 85% of the revolver commitment
through this period. The company has no major debt maturities.
Niska has little in the way of non-core assets that could be sold.

The stable outlook assumes that the compression in summer-winter
spreads has bottomed and adjusted EBITDA will remain at about $140
million, including $11 million of Moody's standard adjustments,
and that third-party term contracts continue to comprise about 75%
of storage capacity.

The rating could be upgraded if debt to EBITDA, when inventory
borrowings are low, is likely to be sustained below 3.5x. An
upgrade would also be contingent on contracting at least 80% of
storage capacity and if there was a greater reliance on fee-based
contracts for revenue.

The rating could be downgraded if debt to EBITDA , when inventory
borrowings are low, is likely to be sustained above 5x. A
consistent reliance on the arbitrage business for more than 30% of
storage capacity or debt funded distributions could also lead to a
downgrade.

The principal methodology used in this rating was the Global
Midstream Energy 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.

Niska is a Calgary, Alberta-based natural gas storage master
limited partnership, which owns approximately 242 billion cubic
feet (Bcf) of storage capacity in depleted natural gas reservoirs.


OHANA GROUP: In Compliance With Cash Collateral & Plan Orders
-------------------------------------------------------------
Ohana Group, LLC, has notified the Hon. Marc Barreca of the U.S.
Bankruptcy Court for the Western District of Washington that as of
Feb. 10, 2014, it is in compliance with the requirement of the
order compelling compliance with the final cash collateral order
dated Jan. 24, 2013, and Dec. 20, 2013 order confirming Amended
Plan of Reorganization.

According to the Debtor, Wells Fargo Bank, N.A., is in receipt of
an $11,818 deficiency due with respect to a Dec. 10, 2013 adequate
protection payment.  In addition, the Debtor (i) has delivered to
the noteholder the fully executed loan modification agreement and
(ii) has provided written evidence of substantial compliance with
the insurance requirements contained in the applicable loan
documents.

As reported by the Troubled Company Reporter, Wells Fargo Bank,
N.A., as Trustee for the Registered Holders of Credit Suisse
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2007-C5, filed with the Bankruptcy Court a
motion (1) to compel compliance with the Final Cash Collateral
Order and Order Confirming Plan of Reorganization in the case of
Ohana Group, LLC; (2) for dismissal of case under Sec. 1112 of the
Bankruptcy Code if the Reorganized Debtor fails to comply; and (3)
for payment of attorneys' fees and costs.

Counsel to Wells Fargo, Charles R. Ekberg, Esq., of Lane Powell
PC, said that despite repeated requests, the Debtor -- in
violation of the Bankruptcy Court's final cash collateral and plan
confirmation orders -- has failed to:

  (a) pay Wells Fargo the full December 2013 adequate protection
      payment due Dec. 10, 2013;

  (b) provide Wells Fargo executed loan modification documents;
      And

  (c) to procure property insurance and provide evidence of it to
      Wells Fargo.

Counsel to Wells Fargo Bank, N.A., as trustee, are:

          LANE POWELL PC
          Charles R. Ekberg, Esq.
          1420 Fifth Avenue, Suite 4100
          Seattle, WA 98101-2338
          Tel No: (206)223-7000
          Fax No: (206)223-7107
          Email: ekbergc@lanepowell.com

              - and -

          SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
          Alan M. Feld, Esq.
          Kyle J. Matthews, Esq.
          333 South Hope Street, 43rd Floor
          Los Angeles, California 90071
          Tel No: (213) 620-1780
          Fax No: (213) 620-1398
          Email: afeld@sheppardmullin.com
                 kmathews@heppardmullin.com

The Debtor won confirmation of its Chapter 11 plan on Dec. 20,
2013.

                       About Ohana Group LLC

Ohana Group LLC, in Seattle, Washington, filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.
Judge Marc Barreca oversees the case.  James L. Day, Esq., at Bush
Strout & Kornfeld LLP, serves as bankruptcy counsel.  In its
petition, the Debtor scheduled $16,000,000 in assets and
$11,696,131 in liabilities.


ON SEMICONDUCTOR: S&P Affirms 'BB+' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Phoenix-based ON Semiconductor Corp.  The outlook
is stable.

S&P also affirmed the 'BB+' corporate credit rating on subsidiary
Semiconductor Components Industries, LLC.

At the same time, S&P affirmed its 'BB+' issue-level rating on the
company's existing $357 million convertible senior subordinated
notes due 2026.  S&P has revised the recovery rating on the
convertible senior subordinated notes to '4' from '3', indicating
S&P's expectation of average (30% to 50%) recovery for lenders in
the event of a payment default.  This reflects a large increase in
capacity under the revolver, which is senior to the subordinated
notes, resulting in a lower recovery on the latter.

The corporate credit rating on ON reflects a combination of the
company's "fair" business risk profile and "modest" financial risk
profile under S&P's criteria offset by a one notch negative
adjustment for "comparable rating analysis."  Standard & Poor's
views ON's business risk profile as "fair."  The company is a
vertically integrated manufacturer of logic, power, and analog
integrated circuits and discrete semiconductors.

"The analog and discrete markets remain highly fragmented, but ON
maintains leadership in certain submarkets, especially in high
performance, energy-efficient products," said Standard & Poor's
credit analyst Andrew Chang.  "However, most of the company's
products are subject to a high degree of volume cyclicality and
price pressures.  The acquisition of SANYO Semiconductor in 2011
increased ON's scale and enhanced its transition to a more
proprietary analog provider, but a cyclical downturn in the market
coupled with natural disasters severely impacted ON's financial
performance during the past two years," added Mr. Chang.

Looking ahead, S&P expects material improvement over the
intermediate term based on stabilization of the System Solutions
Group (SSG, ex-Sanyo) business and a strong pipeline of design
wins entering 2014.  Specifically, S&P expects above-industry-
average growth in automobile, industrial, and communication end
markets to drive mid-single-digit growth overall for fiscal 2014.
S&P also expects about a two point improvement in the EBITDA
margin, to near 19%, based on restructuring efforts and SSG
growth.


OSP GROUP: S&P Affirms 'B' CCR & Rates $465MM Secured Loan 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on New York City-based OSP Group Inc.  The outlook
is stable.

"At the same time, we assigned a 'B' issue-level rating with a '3'
recovery rating to the company's $465 million first-lien secured
term loan due 2021.  The '3' recovery rating indicates our
expectation of meaningful (50% to 70%) recovery in the event of a
payment default.  We also affirmed our 'CCC+' issue-level rating
with a '6' recovery rating on the $145 million second-lien secured
term loan (with $40 million of incremental debt added), also due
2021.  The '6' recovery rating indicates our expectation for
negligible (0% to 10%) recovery of principal in the event of a
payment default.  We will withdraw the ratings on the existing
$374 million first-lien term loan once the transaction has
closed," S&P added.

According to the company, it will use the incremental debt to
refinance the existing first-lien debt, fund a $147 million
dividend to shareholders, including financial sponsors Charlesbank
Capital Partners LLC and Webster Capital, and to pay the fees and
expenses related to the transaction.

"The affirmation reflects our reassessment of OSP's business risk
profile to "weak" from "vulnerable" and financial risk profile to
"highly leveraged" from "aggressive".  We believe management
successfully managed the carve out from PPR S.A., expanding both
gross and EBITDA margins more than we had previously anticipated
due to a variety of strategic initiatives focusing on increasing
profitability and growing revenues with better analytics in
customer outreach and retention," said credit analyst Kristina
Koltunicki.  "All of these factors contribute to our revision of
the business risk profile score.  Offsetting these enhancements is
the financial sponsor's willingness to continue increasing the
company's leverage for additional dividends.  The transaction
moderately increases debt and we believe credit protection
measures could remain elevated if performance is not as robust as
we anticipate over the next 12 months."

The stable outlook reflects S&P's expectation that credit
protection measures will remain in line with current levels over
the next 12 months as further performance gains will be offset
with incremental debt.  S&P expects OSP will continue to leverage
sales and generate EBITDA gains, which will be offset by
additional debt-financed dividends.

                          Upside scenario

S&P could raise the rating if sales increase in the high-single
digits and gross margin increases about 200 basis points (bps) in
the next 12 months.  This scenario could arise from an enhanced
merchandise offering that leads to an increase in sales ahead of
S&P's projections.  This would allow the company to better
leverage its technology infrastructure, resulting in total debt to
EBITDA in the low-4x area.  An upgrade would also be predicated on
S&P's view that financial policies have moderated and credit
protection measures would be sustainable at those levels.  At that
point in time, S&P believes this is unlikely, given the company's
financial sponsor ownership.

                         Downside scenario

S&P could lower its ratings if operating performance weakens,
leading to gross margin erosion of approximately 150 bps below its
expectations and flat sales growth.  Under this scenario, leverage
would increase to about 6x.  S&P could also lower the ratings if
the company's financial policies become more aggressive, such as
through another debt-financed dividend to its sponsors that would
increase leverage to a similar level.


PONTIAC CITY, MI: Moody's Affirms 'Caa1' Issuer Rating
------------------------------------------------------
Moody's Investors Service has affirmed Pontiac City School
District's Caa1 issuer rating and Caa2 General Obligation Limited
Tax (GOLT) debt rating. The outlook remains negative. The district
has $13.7 million of rated GOLT debt outstanding, which is secured
by the district's GO pledge subject to limitations on operating
revenues.

Moody's ratings represent expected loss, encompassing both default
probability and bondholders' likely post-default recovery. When a
security is in or approaching default, then placement of the
rating will largely depend on the expected recovery to
bondholders. Ratings of defaulted bonds with expected recoveries
of 65-95% will typically be in the Caa range, 35-65% at Ca, and
under 35% at the lowest rating of C. In the rare case when
expected recoveries exceed 95%, such ratings will be in the single
B range.

Summary Ratings Rationale

The Caa1 issuer rating reflects the severe financial challenges
facing the district, which could again disrupt district operations
and its ability to meet ongoing obligations including debt
service. The district has begun to repay a debt service payment
that was missed on May 1st, 2013. The district's highly distressed
financial profile is characterized by a General Fund deficit of
unusual magnitude, pressured cash flows, and unrelenting
enrollment declines that have decimated district revenues. The
Caa2 rating on the district's outstanding GOLT debt is one notch
below the issuer rating, reflecting limitations on the ability to
increase operating revenues from which GOLT debt service is paid.
The negative outlook is based on the district's declining
enrollment trend driven by an outmigration of students to
neighboring districts and intense competition from charter
schools. Continued enrollment declines will pressure district
revenues, which would likely slow the district's progress towards
elimination of its accumulated deficit and impede its ability to
maintain sufficient cash flow for operations. The district does
not have the flexibility to increase its operating revenues beyond
its state allocated per pupil foundation funding.

Strengths

Modest debt burden supported by rapid amortization

Implementation of significant expenditure reductions

District has begun to repay missed debt service payment

Placement of Tax Anticipation Note providing short-term cash
flow relief

Challenges

History of extremely stressed liquidity leading to a debt
service default and large backlog of unpaid debts

Precipitous enrollment declines that have eroded district
revenues

History of poor financial management practices including
borrowing from the debt service funds for operations

Large structural imbalances in district financial operations
resulting a General Fund deficit of unusual magnitude

Limited revenue raising flexibility with high dependence on
state foundation allowance

Severely stressed tax base with sizable valuation declines

Substantial outstanding capital needs

Outlook

The negative outlook is based on the district's continuing
declining enrollment trend driven by an outmigration of students
to neighboring districts and intense competition from charter
school operators. Continued enrollment declines will pressure
district revenues, which would slow the district's progress
towards elimination of its accumulated deficit and impede its
ability to maintain sufficient cash flow for operations. The
district does not have the flexibility to increase its operating
revenues beyond its state allocated per pupil foundation funding.

What Could Change The Rating Up (or removal of the negative
outlook)

Repayment of missed debt service payment in full

Continued improvement to liquidity and cash flow

Reduced reliance on cash flow borrowing to fund operations

Return to balanced financial operations resulting in a reduction
in the General Fund deficit

What Could Change The Rating Down

Failure to fully repay missed debt service payment and make
upcoming debt service payments

Inability maintain sufficient cash flow for operations due to
failure to secure emergency loan or other factors

Increase in likelihood of bankruptcy filing

Principal Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.


PORTOFINO VILLAS: Property to Be Auctioned Off March 17
-------------------------------------------------------
Pursuant to a Final Judgment entered in FLORIDA ASSET RESOLUTION
GROUP, LLC, Plaintiff, CASE NO.: 2013-CA- 001496 v. PORTOFINO
VILLAS, LLC, a Florida limited liability company; CITY OF
TALLAHASSEE, a political subdivision of the State of Florida;
STEVEN M. LEONI, Individually, and JAMES S. SAULS, Individually,
Defendants, pending before the Circuit Court of the 2nd Judicial
Circuit in and for Leon County, Florida, the Clerk will sell to
the highest and best bidder for cash inside the Leon County
Courthouse, Plaza Level, North Rotunda, 301 S. Monroe St.,
Tallahassee, Florida on March 17, 2014 at 11:00 a.m., a parcel of
lot at the Tallahassee Industrial Park and all related buildings,
improvements and personal property.

BankAtlantic asserts a lien on the property on account of a
secured claim.

ANY PERSON CLAIMING AN INTEREST IN THE SURPLUS FROM THE SALE, IF
ANY, OTHER THAN THE PROPERTY OWNER AS OF THE DATE OF THE LIS
PENDENS MUST FILE A CLAIM WITHIN 60 DAYS AFTER THE SALE.


PRESIDIO INC: Moody's Rates Amended Secured Debt Facilities 'B1'
----------------------------------------------------------------
Moody's Investors Service affirmed Presidio, Inc.'s B1 corporate
family and B1-PD probability of default ratings ("CFR" and "PDR",
respectively) and assigned B1 LGD3-43% ratings to Presidio's
proposed amended senior secured credit facilities. The proceeds
from the upsized term loan borrowings will be used primarily to
refinance outstandings under Presidio's existing term loan and to
pay a $215 million dividend to the company's owners. Upon the
completion of the transaction, the ratings on the existing senior
secured credit facility will be withdrawn. The rating outlook is
stable.

Ratings Rationale

Although the proposed financing elevates Presidio's financial
leverage, with adjusted debt to EBITDA (incorporating Moody's
standard adjustments) rising to about 4.1 times pro-forma for the
dividend payout, Moody's recognizes Presidio's near-national
geographic footprint and improved positioning of its high-end
products as supportive of the ratings. The company's efforts to
enhance its specialization capabilities across product categories
in data center, virtualization, networking and security
deployments provide good long term growth prospects to sell
technology solutions to small and medium sized businesses.
Although one OEM vendor (Cisco) accounts for the majority of its
revenue, the company has been expanding its partnerships with
other leading technology vendors such as EMC, VMware, Oracle and
IBM. In addition, the prospect of future, debt funded acquisitions
to drive revenue growth, and smaller scale compared to competing
technology services and managed services firms temper the rating.

The stable outlook reflects Moody's expectation that Presidio will
maintain its market position serving mid-sized business customers,
generate revenue growth, and produce consistent levels of
operating profits and cash flows, with commensurate debt
repayment.

Moody's expects Presidio to maintain good liquidity with rising
free cash flow levels over the next year combined with external
liquidity from a $52.5 million revolving credit facility and a
$150 million accounts receivable (A/R) securitization facility,
which will be undrawn at closing. Moody's expects Presidio to
maintain minimal cash balances, as excess cash is generally swept
on a daily basis to reduce outstanding borrowings or invested in
overnight funds. Moody's expects the company to generate solid
free cash flow over the next 12 months.

The ratings for Presidio's debt instruments reflect both the
overall probability of default of the company, to which Moody's
has assigned a PDR of B1-PD, and an average recovery. The $52.5
million senior secured revolver and $600 million senior secured
term loan represent a significant increase in this class of debt
in the capital structure, and are rated in line with the CFR at
B1-LGD3-43%. The senior secured debt instruments benefit from the
collateral package and the full and unconditional guarantee by
Presidio's domestic subsidiaries. However, the relatively large
$150 million accounts receivables securitization program enjoys a
preferential collateral position, while a fairly high level of
payables (which could collapse over time) with the company's key
partner Cisco removes the junior capital support to the senior
secured debt.

As the company is increasing its financial leverage to fund a
shareholder distribution, a rating upgrade is unlikely over the
next 12-18 months. The rating could be upgraded if the company
executes in its strategy and pays down debt leading to sustainably
lower levels of adjusted debt to EBITDA below 3 times (after
Moody's standard adjustments) while achieving organic revenue
growth consistent with industry levels and without pressuring
operating margins.

The ratings could be downgraded if the company does not achieve
expected revenue and EBITDA growth levels, from factors that might
include weak economic conditions, increased customer churn, poor
execution, or heightened competition. In addition, negative rating
pressure could arise from higher debt to EBITDA in excess of 5.0x
(after Moody's standard adjustments) or, liquidity weakens which
could arise from operating losses, dividend payments, or cash
acquisitions without a proportionate increase in EBITDA. A
deteriorating relationship with key suppliers, Cisco and EMC
especially, could also place downward pressure on the rating.

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.

Rating actions:

Corporate Family Rating -- Affirmed B1

Probability of Default Rating -- Affirmed B1-PD

The following ratings were assigned:

$600 Million Senior Secured Term Loan due 2017-B1 (LGD3-43%)

$52.5 million Revolving Credit Facility due 2017-B1 (LGD3-43%)

The following ratings will be withdrawn upon completion of the new
financing:

$380 Million Senior Secured Term Loan due 2017 -- Ba3 (LGD3-30%)

Based in Greenbelt, MD, Presidio, Inc. is a provider of
information technology (IT) infrastructure and services focused on
data center, virtualization, network communications, security,
mobility and contact centers for commercial and government clients
within the U.S. The company is 87% owned by private equity firm,
American Securities. Moody's expects revenue to be about $2.4
billion over the next twelve months.

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


PROSPECT SQUARE: 4 Debtors Hire Kutner Brinen as Attorneys
----------------------------------------------------------
Prospect Square 07 B, LLC, Prospect Square 07 C, LLC, Prospect
Square 07 D, LLC and Prospect Square 07 E, LLC seek authorization
from the U.S. Bankruptcy Court for the District of Colorado to
employ Kutner Brinen Garber, P.C., as attorneys.

The Debtors are four of five entities that collectively own, as
tenants in common, and operate a 113,000-square foot shopping
center located at 9690 Colerain Ave., Cincinnati, Ohio.

As reported in the Troubled Company Reporter on Feb. 5, 2014,
Kutner Brinen has already filed an application to be retained as
counsel for the fifth Debtor, Prospect Square 07 A, LLC.  The 07 A
Case is the lead case and all income and expenses for the Project
are collected and paid by the Debtor in the 07 A Case.

The Debtors require Kutner Brinen to:

   (a) provide the Debtors with legal advice with respect to their
       powers and duties;

   (b) aid the Debtors in the development of a plan of
       reorganization under Chapter 11;

   (c) file the necessary petitions, pleadings, reports, and
       actions which may be required in the continued
       administration of the Debtors' property under Chapter 11;

   (d) take necessary actions to enjoin and stay until final
       decree herein continuation of pending proceedings and to
       enjoin and stay until final decree herein commencement of
       lien foreclosure proceedings and all matters as may be
       provided under 11 U.S.C. Section 362; and

   (e) perform all other legal services for the Debtors which may
       be necessary herein.

Kutner Brinen will be paid at these hourly rates:

       Lee M. Kutner               $460
       Jeffrey S. Brinen           $400
       Aaron A. Garber             $370
       Jenny M.F. Fujii            $320
       Benjamin H. Shloss          $260
       Leigh A. Flanagan           $320
       Lisa N. Nobles              $280
       Paralegal                   $75

Kutner Brinen will also be reimbursed for reasonable out-of-pocket
expenses incurred.

The 07 A Case Debtor paid Kutner Brinen a pre-petition retainer
for payment of post-petition fees and costs in this case in the
amount of $22,817.58.  The retainer is property of the estate and
is to secure and be used to pay post-petition fees and costs.  A
separate application has been filed for approval of the use of the
retainer.  Kutner Brinen was also paid pre-petition fees and
costs, including the Chapter 11 filing fee, in the amount of
$8,439.

Lee M. Kutner, partner of Kutner Brinen, 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.

Kutner Brinen can be reached at:

       Lee M. Kutner, Esq.
       KUTNER BRINEN GARBER, P.C.
       303 East 17th Avenue, Suite 500
       Denver, CO 80203
       Tel: (303) 832-2400
       Fax: (303) 832-1510
       E-mail: lmk@kutnerlaw.com

Prospect Square 07 A, LLC, and related entities sought Chapter 11
bankruptcy protection from creditors (Bankr. D. Colo. Lead Case
No. 14-10896) in Denver on Jan. 29, 2014.

Prospect Square 07 A, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) with principal assets located at 9690
Colerain Avenue, Cincinnati, Ohio, estimated $10 million to $50
million in assets and debt.

The Debtors' Chapter 11 plan and disclosure statement are due
May 29, 2014.


PUEBLO OF SANTA ANA: Fitch Affirms BB+ Rating on $10.8MM Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on approximately $10.8
million of Pueblo of Santa Ana's (Santa Ana) outstanding
enterprise revenue bonds.  Fitch has also affirmed Santa Ana's
Issuer Default Rating (IDR) at 'BB'.  The Rating Outlook is
Stable.

Key Rating Drivers:

Financial Profile

The 'BB' IDR reflects the strong financial flexibility of Santa
Ana's enterprises and the stable market position maintained by
Santa Ana's gaming enterprise in the competitive Albuquerque
market.  The Pueblo's Santa Ana Star casino continues to garner
around 16% market share in the Albuquerque market based on state
reported net slot win through the end of Sept. 30, 2013 (market
share excludes the Downs racetrack casino).

Santa Ana's enterprises grew revenue by 1% in calendar 2013 and 5%
in calendar fourth-quarter 2013 over the respective prior year
periods.  Santa Ana's revenue growth benefitted from the
completion of a remodel of Santa Ana Star casino, which was
finished in the calendar second-quarter 2013 and increased the
casino floor capacity.

Santa Ana's revenues outperformed other tribal casinos in the
Albuquerque market as it was less affected by a casino expansion
at the Downs, which opened in August 2013 with 700 slot machines.
In calendar third-quarter 2013, the last quarter reported by the
state, Santa Ana's slot revenues grew 1% relative to a 4% market-
wide decline (excluding the Downs).  Santa Ana is more cushioned
against competition relative to its market peers as it focuses on
the locals business in city of Rio Rancho, located northwest of
Albuquerque, whereas the other casinos draw from the wider
Albuquerque area.

Calendar 2013 and calendar fourth quarter 2013 EBITDA increased by
3% and 9%, respectively, showing solid revenue flow-through. Fitch
expects low-to mid-single digit revenue and EBITDA growth for
fiscal year ending Sept. 30, 2014.  The growth will be driven by
the recently completed remodel, which will anniversary in the
fiscal third quarter, and easy comparisons to fiscal 2013, when
Santa Ana Star experienced construction-related disruption.
Beyond fiscal 2014 Fitch expects low-single digit revenue growth,
which is consistent with Fitch's lackluster outlook for U.S.
regional gaming markets.

Santa Ana's enterprises consist of the Santa Ana Star casino, a
separate Hyatt-managed hotel and two golf courses, with the casino
comprising 93% of total enterprises' EBITDA in the latest 12 month
(LTM) ended Dec. 31, 2013..

Santa Ana enterprises' debt to LTM EBITDA was 0.6 times (x) at
Dec. 31, 2013 and EBITDA and pledged tribal tax coverage of
interest and principal was 5.1x. The improvement in credit metrics
should continue as Santa Ana's debt amortizes quickly although the
tribe may consider a larger facility expansion at some point,
which may modestly pressure the credit metrics.

Liquidity and Financial Flexibility

Cash at the enterprise level remains well in excess of the amount
needed for day-to-day operating purposes including casino cage
cash, and the enterprises typically generate positive free cash
flow after accounting for capital expenditures and transfers to
the tribal government (2013 was an exception given remodelling-
related capital expenditures).  In contrast, many Native American
gaming credits exhibit free cash flow close to zero after
transfers to tribal government.  To Fitch's best knowledge, the
Pueblo does not distribute per cap payments to its members,
enabling for additional flexibility with respect to governmental
budgeting and enterprise transfers to the tribe.  Pueblo Santa Ana
does not provide tribal financials or tribal budgets, which
negatively affects the ratings.  Partially mitigating this non-
disclosure is the maintenance of tribal liquidity at the
enterprise level.

There are no bullet maturities within Santa Ana's capital
structure.  Santa Ana may pursue further capital projects;
however, Santa Ana's strong financial profile can support a
moderate amount of additional debt that may accompany the
potential related capital spending without pressuring the 'BB'
IDR.

Revenue Bonds

The one notch differential on the revenue bonds from the IDR takes
into account a senior security interest in the enterprises' net
revenues and certain tax revenue of the tribe.  The pledged
revenues are subject to a trustee directed flow of funds if debt
service coverage by EBITDA and pledged taxes is less than 2.0x. In
addition, should debt service coverage dip below 2.0x,
distribution to the tribe is restricted to an amount necessary to
meet the essential government services budget.  Further supporting
the rating is the Pueblo's limited ability to incur additional
pari passu debt, which is limited by the bonds' covenants to $10
million ($20 million when including separate carveouts for FF&E
debt and 'short-term debt').

Rating Sensitivities

Increased disclosure with respect to the tribe's financial profile
and policies could potentially result in positive rating pressure
although the IDR is largely capped in the 'BB' category given the
business risk associated with operating a single site facility in
a competitive market.

Santa Ana's strong financial profile can absorb considerable
stress before there would be rating pressure at 'BB' IDR.
However, future developments that may, individually or
collectively, lead to negative rating action include:

-- Increase in leverage to 2x or above, likely as a result of a
   debt funded expansion; and/or

-- Sharp operating pressure stemming from a recession and/or
   intensifying competitive pressure such that leverage starts to
   approach 2x and/or the tribe is required to use the
   enterprises' cash on hand to supplement distributions.

Fitch affirms Pueblo of Santa Ana ratings as follows:

-- IDR at 'BB';
-- Enterprise revenue bonds at 'BB+'.


QUANTUM FOODS: U.S. Trustee Names 5-Member Creditors' Committee
---------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, has appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases of Quantum Foods, LLC, and its debtor
affiliates.

The Committee members are:

   (1) United Food and Commercial Workers International
       Attn: Terry Kramer
       2246 Palmer Dr., Unit #101
       Schaumburg, IL 60173
       Phone: 847-593-3500
       Fax: 847-593-3515

   (2) Peco Foods Inc.
       Attn: Mitchell Wharton
       1020 Lurleen Wallace Blvd. N.
       Tuscaloosa, AL 35401
       Phone: 205-464-4947
       Fax: 205-366-4519

   (3) Colorado Premium Foods
       Attn: Michael C. Rodgers
       2305 2nd Ave.
       Greeley, CO 80635
       Phone: 720-454-2974

   (4) Excel Displays & Packaging, Inc.
       Attn: Shane Mikula
       4390 Liberty St.
       Aurora, IL 60504
       Phone: 630-896-3610
       Fax: 630-896-3843

   (5) Harvest Meat Co., Inc.
       Attn: Mike Bauler
       1022 Bay Marina Dr., #106
       San Diego, CA 91950
       Phone: 800-653-2333x1112
       Fax: 619-477-6107

Peco Foods, owed $648,366, Excel Displays owed $466,825, Colorado
Premium owed $434,036, and Harvest Meat owed $380,224 were listed
as among the Debtors' 30 largest unsecured 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 FOODS: Has Interim Authority to Tap $27.5MM in DIP Loans
----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware gave Quantum Foods, LLC, et al., interim authority to
obtain postpetition financing totaling $27,500,000 from Crystal
Financial LLC, as administrative agent and collateral agent for a
consortium of lenders.

The Debtors also obtained interim authority to use cash collateral
securing their prepetition indebtedness, which totals $50.2
million.  Crystal Financial serves as administrative agent and
collateral agent for the Debtors' prepetition lenders.

The DIP Loan will accrue interest at LIBOR rate + 11.5% per annum,
payable monthly in cash in arrears, calculated on an actual 360
day basis.  Default interest rate is non-default rate + 2.00% per
annum, calculated on an actual 360 day basis.

All DIP Obligations will be immediately due and payable and all
authority to use the proceeds of the DIP Facility and to use cash
collateral will cease on the date that is the earliest to occur of
any of the following: Aug. 18, 2014; the effective date of a
Chapter 11 plan; the date on which the maturity of the DIP
Obligations is accelerated and the commitments under the DIP
Facility have been irrevocably terminated as a result of the
occurrence of an event of default; the failure of the Debtors to
obtain entry of a final DIP Order on or before the date which is
30 days after the entry of the Interim DIP Order; or the closing
of a sale of substantially all of the Debtors' assets.

The final hearing on the Motion will be held on March 12, 2014, at
1:00 p.m. (ET).  During the final hearing, the Court will consider
approval of the total principal amount of the DIP Loan, which is
$60,000,000 minus the amounts outstanding under their prepetition
credit agreement.  Objections are due March 5.

A full-text copy of the Interim DIP Order with Budget is available
for free at http://bankrupt.com/misc/QUANTUMdipord0220.PDF

The Debtors are represented by Daniel J. McGuire, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn LLP, in Chicago,
Illinois, and M. Blake Cleary, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware.

The DIP Lenders are represented by Donald E. Rothman, Esq. --
drothman@riemerlaw.com -- at Riemer & Braunstein LLP, in Boston,
Massachusetts; and Steven K. Kortanek, Esq. -- skortanek@wcsr.com
-- at Womble Carlyle Sandridge & Rice, LLP, in Wilmington,
Delaware.

                        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 FOODS: Seeks to Employ Winston & Strawn as Ch. 11 Counsel
-----------------------------------------------------------------
Quantum Foods, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Winston &
Strawn LLP as bankruptcy counsel.

The principal attorneys presently designated to represent the
Debtors, and their current standard hourly rates, are:

   a. Daniel J. McGuire, Esq.           $800 per hour
   b. Gregory M. Gartland, Esq.         $685 per hour
   c. Caitlin S. Barr, Esq.             $425 per hour

The range of hourly rates generally charged by Winston & Strawn,
subject to periodic adjustment, is:

   Partners                             $650-$1,285/hour
   Associates                           $425-$695/hour
   Paraprofessionals                    $160-$345/hour

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Mr. McGuire, a member of the law firm of Winston & Strawn, LLP, in
Chicago, Illinois, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

Mr. McGuire discloses that Winston & Strawn received a retainer in
the amount of $50,000 on January 10, 2014, and an additional
retainer of $50,000 on February 14, 2014, in connection with the
planning and preparation of initial documents and its proposed
postpetition representation of the Debtors.  A portion of the
Retainer was applied to outstanding balances existing as of the
Petition Date, the Retainer will be replenished so that it remains
at $50,000 at all times.  The remainder will constitute a general
retainer as security for postpetition services and expenses.

Mr. McGuire also discloses that his firm represented in the past
two years Anham FZCO, a top distributor of the Debtors' products,
Quizno's, a top end user of the Debtors' products, and Steakhouse
Steaks, a top distributor of the Debtors, in matters unrelated to
the Debtors' Chapter 11 cases.  He further discloses that his firm
currently represents American Food Distributors, AT&T, Comcast
Cable, ConAgra Food Ingredients Inc., Constellation Energy,
General Electric Capital Corporation, Heinz North America, Marsh
USA Inc., Midland Paper Company, Nestle, Quizno's, Tyson Foods,
Inc., Union Bank, Verizon Wireless, WalMart, and Waste Management,
Inc.

Mr. McGuire states that consistent with the U.S. Trustee's
Appendix B - Guidelines for Reviewing Applications for
Compensation and Reimbursement of Expenses, his firm has not
agreed to a variation of its standard or customary billing
arrangements for its engagement and none of the firm's
professionals included in the engagement have varied their rate
based on the geographic location of the Chapter 11 cases.  He adds
that his firm was retained by the Debtors pursuant to an
engagement agreement dated January 10, 2014.  He assures the Court
that the billing rates and material terms of the prepetition
engagement are the same as the rates and terms described in the
employment application.  Furthermore, Mr. McGuire says the Debtors
have approved or will be approving a prospective budget and
staffing plan for his firm's engagement for the postpetition
period as appropriate.  In accordance with the U.S. Trustee
Guidelines, the budget may be amended as necessary to reflect
changed or unanticipated developments, Mr. McGuire adds.

Edgar Reilly, the chief administrative officer and general counsel
of Quantum Foods, LLC, relates that in selecting Winston & Strawn,
the Debtors reviewed the rates of the firm, including rates for
bankruptcy services, and compared them to outside law firms that
the Debtors have used in the past to determine that the rates are
reasonable.  He confirms that the rates Winston & Strawn charged
the Debtors in the period prior to the Petition Date are the same
as the rates the firm has indicated it will charge the Debtors
postpetition.

A hearing to consider the employment application is scheduled for
March 12, 2014, at 10:00 a.m.  Objections are due March 5.

                        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 FOODS: Wants Schedules Filing Date Extended to May 5
------------------------------------------------------------
Quantum Foods, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend the time by which the Debtors must
file their schedules of assets and liabilities and statements of
financial affairs until May 5, 2014.

Due to the complexity and diversity of their operations, as well
as the burden occasioned by preparing for the Chapter 11 cases,
the Debtors anticipate that they will be unable to complete their
Schedules within the original deadline of March 19, the Debtors'
counsel, Kenneth J. Enos, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, tells the Court.

The vast amount of information the Debtors must assemble and
compile, the size and complexity of the Debtors? business
operations, and the many employee and professional hours required
to complete the Schedules, together constitute good and sufficient
cause for granting the extension of time requested herein, Mr.
Enos asserts.

A hearing on the Debtors' extension motion is scheduled for March
12, 2014, at 10:00 a.m. (ET).  Objections are due March 5.

The Debtors are also represented by M. Blake Cleary, Esq., and
Andrew L. Magaziner, Esq., at YOUNG CONAWAY STARGATT & TAYLOR,
LLP, in Wilmington, Delaware; and Daniel J. McGuire, Esq., Gregory
M. Gartland, Esq., and Caitlin S. Barr, Esq., at WINSTON & STRAWN
LLP, in Chicago, Illinois.

                        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 FOODS: Seeks to Reject 4 Contracts & Leases
---------------------------------------------------
Quantum Foods, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to reject the
following executory contracts and unexpired leases of non-
residential real property, nunc pro tunc to Feb. 19, 2014:

   * separation and general release agreement with Roger Wilson
   * separation and general release agreement with David R. Prill
   * industrial building lease between Debtor Choice One Foods,
     LLC, and First Industrial Development Services, Inc.
   * sublease between Choice One and ProPortion Foods, LLC

The Debtors are currently preparing to sell substantially all of
their assets and, in conjunction therewith, have filed a motion
seeking approval of bid procedures and authority to enter into a
stalking horse purchase agreement with CTI Foods Holding Co., LLC.
As a part of this process, the Debtors have reviewed and analyzed
their contractual obligations and identified certain executory
contracts and unexpired non-residential real property leases that
no longer serve any business purpose and are burdensome to the
Debtors' estates.

A hearing on the Debtors' rejection request is scheduled for March
12, 2014, at 10:00 a.m. (ET).  Objections are due March 5.

The Debtors are represented by M. Blake Cleary, Esq., Kenneth J.
Enos, Esq., and Andrew L. Magaziner, Esq., at YOUNG CONAWAY
STARGATT & TAYLOR, LLP, in Wilmington, Delaware; and Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at WINSTON & STRAWN LLP, in Chicago, Illinois.

                        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: Capital Ventures Stake at 5.4% as of Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Capital Ventures International and Heights
Capital Management, Inc., disclosed that as of Dec. 31, 2013, they
beneficially owned 1,043,688 shares of common stock of Quantum
Fuel Systems Technologies Worldwide, Inc., representing 5.4
percent of the shares outstanding.  The reporting persons
previously disclosed beneficial ownership of 4,174,753 common
shares as of Dec. 31, 2012.  A copy of the regulatory filing is
available for free at http://is.gd/hq7KYF

                          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.


RAPID-AMERICAN CORP: Has Until July 2 to File Chapter 11 Plan
-------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York extended, for the third time, Rapid-
American Corporation's exclusive plan filing period until July 2,
2014, and exclusive solicitation period until Sept. 2.

In support of its request for further extension of its exclusive
periods, the Debtor said it continues to make progress towards
putting forth a consensual plan.  On the Petition Date, the Debtor
had outstanding against approximately 275,000 asbestos personal
injury claims.  The Debtor said it intends to present a plan of
reorganization which will deal with its asbestos PI claims by use
of its remaining insurance and available cash.  The Debtor added
that it is currently discussing with the Official Committee of
Unsecured Creditors and Lawrence Fitzpatrick as future claimants'
representative a draft of a Section 524(g) plan based upon a plan
outline previously agreed to by the parties.

No party-in-interest objected to the extension request, according
to a court filing.

The Debtor is represented by Chrystal A. Puleo, Esq., at REED
SMITH LLP, in New York; and Paul M. Singer, Esq., at REED SMITH
LLP, in Pittsburgh, Pennsylvania.

                    About Rapid-American Corp.

Rapid-American Corp. filed for Chapter 11 bankruptcy protection in
Manhattan (Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to
deal with debt related to asbestos personal-injury claims.

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless incurred successor liability
for personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing Company -- Old Carey -- as that entity existed prior
to June 1, 1967.

Attorneys at Reed Smith LLP serve as counsel to the Debtor.

The Debtor disclosed assets in excess of $4,446,261 and unknown
liabilities.

The Official Committee of Unsecured Creditors retained Caplin &
Drysdale, Chartered, as counsel.

Young Conaway Stargatt & Taylor, LLP, represents Lawrence
Fitzpatrick, the Future Claimants' Representative, as counsel.


REEVES DEVELOPMENT: Court OKs Hiring of Richard Moreno as Counsel
-----------------------------------------------------------------
Reeves Development Company LLC sought and obtained permission from
the U.S. Bankruptcy Court for the Western District of Louisiana to
employ Richard D. Moreno, LLC as special counsel, nunc pro tunc to
Oct. 30, 2012 petition date.

Moreno will serve as special counsel to the Debtor in connection
with general litigation, land and title matters.

Moreno will be paid at these hourly rates:

       Richard D. Moreno           $250
       Associate Counsel           $150
       Paraprofessional            $100

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

Richard D. Moreno, sole member of the law firm Richard D. Moreno,
LLC, 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.

Moreno can be reached at:

       Richard D. Moreno, Esq.
       RICHARD D. MORENO, LLC
       1800 Ryan Street, Suite 107
       P.O. Box 149
       Lake Charles, LA 70602-0149
       Tel: (337) 656-8654
       Fax: (337) 433-9536

                    About Reeves Development

Reeves Development Company, LLC, operated as design build
contractor offering its services primarily in markets located
within Texas and Louisiana.  It filed a Chapter 11 petition
(Bankr. W.D. La. Case No. 12-21008) in Lake Charles, Louisiana, on
Oct. 30, 2012.  The Company's equity holders are Charles and
Suzanne Reeves 50% and MMA, INC., 50%.  The closely held developer
was founded in 1998 by Charles Reeves Jr.  It has about 80
employees and generates about $40 million in annual revenue,
according to its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Arthur A.
Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, in Baton
Rogue, Louisiana, represents the Debtor as counsel.

Reeves Development scheduled assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.

Creditor Iberiabank is represented by Ronald J. Bertrand, Esq., in
Lake Charles, Louisiana.


SBARRO INC: Said to File Chapter 11 Again in Coming Weeks
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sbarro Inc., the operator and franchiser of more than
1,000 fast-food Italian restaurants in 40 countries, will file
another Chapter 11 petition in coming weeks, according to people
familiar with the situation.

Unless Sbarro continues paying rent in the closed stores, it may
need to file in Chapter 11 sooner rather than later if landlords
start lawsuits to recover past-due rent and rent that would have
come due in future months and years, according to the report.  In
bankruptcy, rent claims, including damages for breach of lease,
become general unsecured claims.

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.

In November 2011, Sbarro, Inc., along with its domestic
subsidiaries, disclosed that its Plan of Reorganization has become
effective and the Company has successfully emerged from Chapter 11
with significantly reduced debt and a new $35 million capital
infusion.

                         *     *     *

The Troubled Company Reporter reported on Jan. 21, 2014, that
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Melville, N.Y.- based Sbarro LLC to 'CCC-' from
'CCC+'.  The outlook is negative.  The Wall Street Journal also
reported on the same day that the fast-food pizza chain has
enlisted restructuring lawyers at Kirkland & Ellis LLP and bankers
at Moelis & Co.

The Troubled Company Reporter, on Feb. 25, 2014, citing a report
from The Wall Street Journal, said Sbarro will close 155 of the
400 restaurants it owns in North America, the latest move by the
troubled pizza chain to cut costs in response to weaker demand.


SECUREALERT INC: Incurs $1.3 Million Net Loss in Dec. 31 Quarter
---------------------------------------------------------------
SecureAlert, 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's stockholders of $1.27 million on
$2.65 million of total revenues for the three months ended
Dec. 31, 2013, as compared with a net loss attributable to the
Company's stockholders of $1.19 million on $5.58 million of total
revenues for the same period a year ago.

As of Dec. 31, 2013, the Company had $28.57 million in total
assets, $5.72 million in total liabilities and $22.84 million in
total equity.

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

                        http://is.gd/dnbmd9

                         About SecureAlert

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

SecureAlert incurred a net loss attributable to the Company's
common stockholders of $18.95 million for the year ended Sept. 30,
2013, following a net loss attributable to the Company's common
stockholders of $19.93 million for the fiscal year ended Sept. 30,
2012.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, 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 losses, negative cash
flows from operating activities, notes payable in default and has
an accumulated deficit.  These conditions raise substantial doubt
about its ability to continue as a going concern.


SEVEN COUNTIES: Trial Begins on Bid to Exit Retirement System
-------------------------------------------------------------
Mike Wynn, writing for The Courier-Journal, reports that trial
began Monday in U.S. Bankruptcy Court in Louisville, Kentucky, on
the bid of Seven Counties Services, Inc., to exit the Kentucky
Employees Retirement System.  The report said two weeks have been
scheduled for the trial.

                   Seven Counties' Suit v. KERS

Seven Counties, the Louisville area's community mental health
center, filed for Chapter 11 bankruptcy in April 4, 2013.  The
next day, it filed a Motion for Approval of Debtor's Rejection of
a Potentially Executory Contract with KERS.  On April 8, 2013,
Seven Counties Services filed a Motion to Authorize Final Payments
to KERS in the Ordinary Course of Business.

On April 29, 2013, Seven Counties initiated Adversary Proceeding
No. 13-03014 against KERS and the Board of Trustees of the
Kentucky Retirement Systems.  Count I asserts that KERS is a
"governmental plan," excluded from the application of the Employee
Retirement Income Security Act of 1974.  Seven Counties contends
it is therefore not eligible to participate in the Plan and cannot
be required to participate in the Plan by KERS and KRS.  Count II
is pled as an alternative to Count I.  If KERS is not a
governmental Plan, then it is subject to ERISA and Seven Counties
contends it may withdraw from the Plan.  That case is, SEVEN
COUNTIES SERVICES, INC. Plaintiff, v. KENTUCKY EMPLOYEES
RETIREMENT SYSTEM, et al. Defendants, AP No. 13-03014 (Bankr. W.D.
Ky.).

The Defendants seek dismissal of Count I for failure to state a
claim upon which relief can be granted under Federal Rule of Civil
Procedure 12(b)(6), made applicable by Rule 7012 of the Federal
Rules of Bankruptcy Procedure.  KERS and KRS seek dismissal of
Count II pursuant to Rule 12(b)(1) based on lack of subject matter
jurisdiction.

KERS and KRS also move for dismissal of the Complaint on the basis
of sovereign immunity.  KERS and KRS state that the authority
cited by Seven Counties does not support the proposition that they
consented to be sued in federal court.

Also on April 29, KERS and KRS filed an Emergency Motion to Compel
Debtor to Make Ongoing Statutorily Required Payments of Employer
and Employee Contributions.  The Bankruptcy Court scheduled the
Motion to Compel for an expedited hearing for May 7, 2013.

On May 6, 2013, KERS and KRS filed a motion seeking dismissal of
the bankruptcy case, on the basis that Seven Counties Services is
not eligible to be a Debtor under Chapter 11.

On May 7, 2013, the Court held a status conference and expedited
hearing in the main case on KERS and KRS' Motion to Compel and a
preliminary hearing on Seven Counties Services' Motion to Reject.
The Court issued an Order denying the Motion to Compel without
prejudice subject to KERS and KRS' right to bring its request by
way of adversary proceeding. KRS and KERS' Motion to Dismiss the
Chapter 11 case was held in abeyance for a period of 60 days and
KERS and KRS were given to and including June 10, 2013, to respond
to Seven Counties Services' Complaint in AP No. 13-3014 and to
file any additional claims by way of counterclaim or to initiate a
new adversary proceeding, if they so chose.

                    KERS Suit v. Seven Counties

On June 10, 2013, KERS filed its Complaint against Seven Counties
Services.  Count I seeks a declaratory judgment that Seven
Counties Services is a "governmental unit" under 11 U.S.C. Sec.
101(27).  Count II seeks an order dismissing the Chapter 11
bankruptcy because governmental units are not eligible to be
debtors under Chapter 11.  Count III seeks injunctive relief to
compel Seven Counties Services to continue making statutorily
required reports and employer and employee contributions into
KERS.  The KERS's suit is captioned, KENTUCKY EMPLOYEES RETIREMENT
SYSTEM Plaintiff v. SEVEN COUNTIES SERVICES, INC. Defendants, AP
No. 13-03019 (Bankr. W.D. Ky.).

                         Nov. 8 Rulings

On Nov. 8, 2013, Bankruptcy Judge Joan A. Lloyd denied the request
of Seven Counties Services to dismiss KERS's complaint.  In a
Memorandum Opinion available at http://is.gd/zRvhMSfrom
Leagle.com, Judge Lloyd said the Complaint passes muster under
Fed.R.Civ.P. Rule 12(b)(6).  The factual allegations of Counts I
and II, when accepted as true and viewed in a light most favorable
to KERS, state a claim for relief that is plausible on its face.
It plainly asserts a claim for dismissal of the Chapter 11 case on
the basis that Seven Counties is a governmental unit and therefore
not eligible for Chapter 11 relief.  These matters must be further
developed and decided at a trial on the merits, Judge Lloyd said.

In a separate Memorandum Opinion dated Nov. 8, 2013, available at
http://is.gd/F03df1from Leagle.com, the Bankruptcy Court denied
the request of KERS and KRS to dismiss Seven Counties' AP No.
13-03014.  Judge Lloyd also rejected their claim to sovereign
immunity, saying this has been waived by their active
participation in the bankruptcy case.

                       District Court Appeal

KERS went to the District Court in Louisville to seek leave to
appeal from the Nov. 8 Memorandum Opinion and Order entered by the
Bankruptcy Court.  Seven Counties asked the District Court to stay
proceedings in the appeal pending the outcome of a related
adversary action in the Bankruptcy Court. The District Court
reviewed both of the lengthy motions and response and believes the
brief response will suffice.

In a Feb. 25 Memorandum Opinion and Order available at
http://is.gd/QLq2bYfrom Leagle.com, District Judge John G.
Heyburn II ruled that KERS does not require leave of the District
Court to make its appeal. Therefore, KERS should make its appeal
in due course and the matter will be docketed in the appropriate
manner.  Because the District Court has essentially denied the
KERS's motion for leave, Seven Counties' motion to stay the
proceedings is essentially moot.  In any event, the District Court
believes the Bankruptcy Court in the Seven Counties adversary
action is in the best position to determine whether going forward
with its trial is an appropriate and efficient use of the Court
and parties' time.

                          Public Interest

The Courier-Journal's Mr. Wynn said public agencies across
Kentucky are watching to see if the Bankruptcy Court will clear an
exit from the state's troubled pension system.  The report noted
that since filing for bankruptcy, Seven Counties has moved its
1,400 employees into a 403(b) retirement plan, similar to the
401(k) plans used in the private sector.

The report said Kentucky Retirement Systems has spent about
$730,000 to force the center to stay, partly over fears that the
case will set a legal precedent and prompt other public employers
to follow suit.  Pension officials also argue that Seven Counties
could leave behind $90 million in unfunded liabilities for
benefits owed to retirees, driving up costs for others in the
system.

The report also said that if the Bankruptcy Court finds Seven
Counties is a state agency, the group will have to file for
Chapter 9 bankruptcy, which requires state approval.

Tony Zipple, president and CEO of Seven Counties, declined to
comment ahead of the trial, the report said.

The report further noted that dozens of public agencies --
including health departments, rape crisis programs and community
mental health centers -- are struggling to understand the full
ramifications of the case.  Some argue it could provide refuge
from soaring pension obligations that have cut into services and
pushed budgets toward financial ruin in the past decade. Annual
contributions for all employers in the state worker pension plan
are set to exceed 38 percent of payroll in fiscal 2015, up from
26.8 percent this year and 5.9 percent in 2006.  Overall, the
retirement system has amassed more than $17 billion in unfunded
liabilities, as the state has shorted pension contributions in 15
of the past 22 years.  Underperforming investments have
contributed heavily to the decline.

                    About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013.
The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.

The petition was signed by Anthony M. Zipple as president/CEO.
The Debtor scheduled assets of $45,603,716 and scheduled
liabilities of $232,598,880.  Seiller Waterman LLC serves as the
Debtor's counsel.  Judge Joan A. Lloyd presides over the case.

Bingham Greenebaum Doll LLP and Wyatt, Tarrant & Combs LLP have
been retained by the Debtor as special counsel.  Hall, Render,
Killian, Heath & Lyman, PLLC, is special counsel to represent and
advise it in the implementation of its new software system.

Peritus Public Relations, LLC, has been tapped to provide public
relations and public affairs support in Kentucky.


SEVEN COUNTIES: Taps Hall Render as Counsel in NextGen Case
-----------------------------------------------------------
Seven Counties Services Inc. seeks authorization from the U.S.
Bankruptcy Court for the Western District of Kentucky to amend the
order authorizing the employment of Hall, Render, Killian, Heath &
Lyman, PLLC, which represents the Debtor as special counsel in an
adversary proceeding against NextGen Healthcare Information
Systems, Inc.

On Jan. 16, 2014, the Debtor filed its adversary proceeding
against NextGen, asserting various causes of action.  On Jan. 22,
2014, Carol A. Romej of Hall Render was granted admission pro hac
vice in the NextGen Adversary.

The Debtor seeks to amend the Employment Order to specifically
provide for Hall Render appearing on behalf of the Debtor as co-
counsel in the NextGen Adversary.

The Debtor believes that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The Debtor has agreed to pay Hall Render its standard hourly rates
and all other charges such as expense reimbursements, all being
subject to Court approval

Hall Render can be reached at:

       Carol A. Romej, LL.M.
       HALL, RENDER, KILLIAN, HEATH & LYMAN, PLLC
       Columbia Center, Suite 1200
       201 West Big Beaver Road
       Troy, MI 48084
       Tel: (248) 457-7814
       Fax: (248) 740-7501
       E-mail: cromej@hallrender.com

                        About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SIMPLY WHEELZ: Seeks to Extend Lease Decision Period
----------------------------------------------------
Simply Wheelz LLC is seeking a three-month extension to assume or
reject leases of nonresidential real property.

In a motion filed with the U.S. Bankruptcy Court for the Southern
District of Mississippi, the company proposed to extend the
deadline to June 3 from March 5.

Simply Wheelz it needs additional time to review the leases and
determine whether or not they are among the assets that will be
acquired by The Catalyst Capital Group Inc.

Catalyst Capital emerged as the winning bidder at an auction
conducted by Simply Wheelz in December last year.  On Jan. 2, the
bankruptcy court approved the sale of substantially all assets of
the company to Catalyst Capital.

                    About Simply Wheelz LLC

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

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

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


SORENSON COMMUNICATIONS: Files for Chapter 11 with Prepack Plan
---------------------------------------------------------------
Sorenson Communications, Inc., on March 3 disclosed that it has
reached an agreement with a substantial majority of its owners and
second lien note holders on the terms of a comprehensive debt
restructuring, a move that will significantly strengthen its
balance sheet.  To implement the restructuring, the company is
seeking expedited confirmation of a pre-packaged Chapter 11 plan
of reorganization, filed on March 2 with the United States
Bankruptcy Court in the District of Delaware.

Sorenson expects operations will continue uninterrupted, and the
filing is not expected to affect Sorenson's users, employees,
interpreters or suppliers.  As part of the process, the company is
seeking approval to pay suppliers in the ordinary course and to
continue all programs benefiting users, as well as customary
relief to continue its wage and benefit programs for its
employees.

Sorenson is requesting a hearing to approve the restructuring plan
and to set an expedited schedule for the company's emergence from
Chapter 11.  The company expects the Chapter 11 process to
conclude within 60 days.

"The industry is forced to make changes as a result of the
evolving regulatory landscape.  Despite these regulatory
challenges, Sorenson remains committed to continue to enable deaf
and hard-of-hearing people to access functionally-equivalent
telephone services," said Scott Sorensen, Chief Financial Officer
of Sorenson Communications, Inc.  "We have taken steps to ensure
that the bankruptcy process will not affect our users, employees,
interpreters or suppliers, and we intend to move forward as
quickly as possible to complete our restructuring.  We are very
pleased that our note holders and our owners are supportive of the
steps we have taken to improve our balance sheet."

                           Plan Deal

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the Salt Lake City-based provider of telephone services for
hearing-impaired individuals creditors already began voting on the
reorganization plan negotiated with holders of 77% of the $735
million in 10.5% second-lien notes due next year.  The company
intends to have an April 10 confirmation hearing for court
approval of the plan.

Mr. Rochelle further related that the plan calls for paying off
the $545.9 million first-lien term loan with a new facility
backstopped by some of the second-lien noteholders. In addition,
there will be a $25 million revolving credit after bankruptcy.

The second-lien noteholders are to receive 87% of the new stock
plus $77.2 million in cash, $375 million in new secured notes, and
95% of $300 million in unsecured notes to be issued by the holding
company, the Bloomberg report further related.  The disclosure
statement pegs the second-lien noteholders' recovery between 55
percent and 94 percent. General unsecured creditors will be paid
in full.  Existing shareholders are to receive 13 percent of the
new stock plus 5 percent of the new holding company notes.

Reuters said declining revenue and mounting debt forced the
company to consider restructuring.  Sorenson, according to
Reuters, said in less than a year it would be obligated to pay
about $1.28 billion.  Reuters said due to regulatory changes by
way of the Federal Communications Commission's 2010 reduction in
rates and increased minimum performance requirements for video
conferencing services, Sorenson cannot pay or refinance the
obligations based on its projected revenue and cash flow.

Reuters noted that Sorenson and its affiliates generate revenue
almost exclusively from FCC compensations for its services, making
them especially susceptible to FCC-imposed rate changes.

Sorenson estimated assets of about $645 million and liabilities of
about $1.4 billion, Reuters said.  Sorenson listed Allied
Communications Inc., CaptionCall LLC, SCI Holdings Inc., Sorenson
Communications Holdings LLC, Sorenson Communications of Canada ULC
and Sorenson Holdings Inc. as affiliates.

The second-lien notes last traded on Feb. 21 for 87.282 cents on
the dollar, according to Trace, the Bloomberg report said, citing
bond-price reporting system of the Financial Industry Regulatory
Authority.

The case is In re Sorenson Communications Inc., 14-bk-10454, U.S.
Bankruptcy Court, District of Delaware (Wilmington).

                 About Sorenson Communications

Sorenson Communications(R) -- http://www.sorenson.com-- is a
provider of industry-leading communications products and services
for the deaf and hard-of-hearing.  The company's offerings include
Sorenson Video Relay Service(R) (SVRS(R)), the highest-quality
video interpreting service; the Sorenson ntouch(R) VP videophone,
designed especially for use by deaf individuals; ntouch(R) PC,
software that connects users to SVRS by using a PC and webcam;
ntouch(R) for Mac(R), software that connects users to SVRS by
using an Apple(R) computer; ntouch(R) Tablet, which turns the
Apple iPad(R) with a front-facing camera into a larger-screen
mobile VP; and ntouch(R) Mobile, an application empowering SVRS
communication via mobile devices.


SOUND SHORE: Creditors' Panel Hires Deloitte as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sound Shore
Medical Center of Westchester and its debtor-affiliates seeks
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to retain Deloitte Transactions and Business
Analytics LLP as financial advisor to the Committee, nunc pro tunc
to Dec. 29, 2013.

The Committee requires Deloitte Transactions to:

   (a) assist the Committee in connection with its assessment of
       the Debtors' cash and liquidity requirements, as well as
       the Debtors' financing requirements;

   (b) assist the Committee in connection with its evaluation of
       the Debtors' key employee retention plans, compensation and
       benefit plans and other incentive or bonus plans, if any;

   (c) assist the Committee in connection with its evaluation of
       the Debtors' Statements of Financial Affairs and supporting
       schedules, executory contracts and claims;

   (d) assist the Committee in connection with its evaluation of
       restructuring-related alternatives for the Debtors;

   (e) assist the Committee in connection with its analysis of
       issues related to claims filed against the Debtors
       including reclamation issues, administrative, priority or
       unsecured claims, case litigation and contract rejection
       damages;

   (f) consistent with the scope of services set forth herein,
       attend and participate in hearings before the Bankruptcy
       Court on an as-needed basis as requested by the Committee
       and agreed to by Deloitte Transactions;

   (g) assist the Committee, where appropriate, in its analysis of
       the books and records of the Debtors in connection with
       potential for recovery of funds to the estate from voidable
       transactions including related party transactions,
       preference payments and unenforceable claims;

   (h) advise the Committee in connection with its negotiations
       and due diligence efforts with other parties relating to
       the sale of the Debtors;

   (i) assist the Committee in its analysis of the Debtors'
       financial restructuring process, including its review of
       the Debtors' development of plans of liquidation and
       related disclosure statements;

   (j) provide such other related services as may be requested by
       the Committee and as agreed to by Deloitte Transactions;
       and

   (k) Deloitte Transactions shall provide such other services as
       may be agreed to by Deloitte Transactions and the Committee
       in writing based on discussions with you as the engagement
       progresses and additional information is obtained during
       the course of the engagement.

Deloitte Transactions will be paid at these hourly rates:

       Partner/Principal/Director       $500
       Senior Manager                   $400
       Manager                          $300
       Staff and Senior Associates      $200
       Paraprofessionals                $100

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

Daniel S. Polsky, director of Deloitte Transactions, 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.

A hearing on the engagement was set for March 3, 2014.

Deloitte Transactions can be reached at:

       Daniel Polsky
       DELOITTE TRANSACTIONS AND BUSINESS ANALYTICS LLP
       1633 Broadway, 35th Floor
       New York, NY 10019
       Tel: +1 (212) 436-5668
       Fax: +1 (212) 653-2952

                 About Sound Shore Medical Center

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors were the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C.
as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as
financial advisors; and GCG Inc., as claims agent.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.  Deloitte Financial Advisory Services LLP serves as the
Committee's as financial advisor.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the
patient care ombudsman for Sound Shore.

The Debtors filed for bankruptcy to sell their assets, including
their hospital and nursing home operations, to the Montefiore
health system.  On Aug. 8, 2013, the Bankruptcy Court entered an
order, as affirmed and ratified by a Supplemental Sale Order
entered on Oct. 15, 2013, approving the sale to Montefiore New
Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc.,
Montefiore Mount Vernon Hospital, Inc. and certain related
affiliates.

In June 2013, Montefiore added $4.75 million to its purchase offer
to speed up the sale.  Montefiore raised its bid to $58.75 million
plus furniture and equipment as part of a request for a private
sale of the hospitals.

On Nov. 6, 2013 at 12:01 a.m. the closing of the Sale occurred and
the sale was effective.

Montefiore is represented by Togut, Segal & Segal LLP.


SPANISH BROADCASTING: Renaissance Held 5.6% A Shares at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Renaissance Technologies LLC and Renaissance
Technologies Holdings Corporation disclosed that as of Dec. 31,
2013, they beneficially owned 232,920 shares of Class A common
stock of Spanish Broadcasting System, Inc., representing 5.59
percent of the shares outstanding.  The reporting persons
previously owned 238,020 Class A shares at Feb. 2, 2012.  A copy
of the regulatory filing is available for free at:

                        http://is.gd/87moOJ

                    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.


STANADYNE HOLDINGS: Obtains $220 Million Loan Commitment
--------------------------------------------------------
Stanadyne Corporation entered into a commitment letter with
certain funds and accounts managed or advised by Beach Point
Capital Management LP pursuant to which the Lenders have committed
to provide a $220 million senior secured second lien term loan to
Stanadyne, maturing on the fifth anniversary of closing.  The Loan
may be drawn in the sole discretion of Stanadyne on or prior to
April 30, 2014.

The obligation of the Lenders to make the Loan is subject to a
number of conditions, including:

   (i) Stanadyne will repay in full all outstanding amounts under
      (a) the Second Lien Term Loan Agreement, dated as of
       Feb. 13, 2013, among Stanadyne, its corporate parent
       Stanadyne Intermediate Holding, Corp., as a guarantor,
       Jefferies Finance LLC, as administrative agent, and the
       Lender, as lender, and (b) Stanadyne's 10.00 percent Senior
       Subordinated Notes due 2014 issued under an Indenture dated
       as of Aug. 6, 2004, between Stanadyne and The Bank of New
       York, as Trustee;

  (ii) Stanadyne will refinance or amend the Credit Agreement
       dated as of Aug. 13, 2009, as amended, among Wells Fargo
       Capital Finance, LLC, as agent, the lenders party thereto,
       Stanadyne and SIHC, as guarantor, and reduce commitments
       thereunder to an aggregate amount no greater than $35
       million;

(iii) the execution and delivery by Stanadyne of definitive
       documentation with respect to the Loan consistent with the
       Commitment Letter;

  (iv) delivery of customary closing documents, including
       Stanadyne financial statements, legal opinions, solvency
       opinion, collateral perfection documents and an officer's
       certificate providing a bring-down in all material respects
       of customary representations made in the Commitment Letter;
       and

   (v) the satisfaction of certain other customary closing
       conditions, including, but not limited to, the absence of
       any material adverse changes in Stanadyne since Dec. 31,
       2012.

The Lenders may terminate their commitment under the Commitment
Letter if Stanadyne incurs a material breach under the Commitment
Letter and the Lenders, in their reasonable discretion, determine
that the breach has not been cured or a material adverse change in
Stanadyne occurs.  The commitment of the Lenders under the
Commitment Letter will automatically expire on April 30, 2014.
Stanadyne will be obligated to pay to the Lenders a fee equal to
between 2 percent and 4 percent of the Loan at the closing or upon
the termination of the commitments of the Lenders under the
Commitment Letter.

The Loan will bear interest at a rate of 11.25 percent per annum,
payable quarterly in cash in arrears.  The interest rate will
increase upon the occurrence of an event of default.

The Loan will amortize in equal quarterly installments of
principal, commencing March 31, 2015, in an aggregate annual
amount equal to 1 percent of the original principal amount of the
Loan, with the balance due at maturity.

The Loan will rank pari passu or senior in right of payment to all
existing and future debt of Stanadyne, other than certain lease
agreements.  The Loan will be guaranteed by SIHC and each domestic
subsidiary of Stanadyne and will be secured by a second priority
lien on substantially all assets of Stanadyne and the guarantors,
except that only 65 percent of the voting stock of controlled
foreign corporations will be pledged.  This collateral will be
junior only to the first priority security interest of Stanadyne's
revolving lender, who must agree to certain terms in an
intercreditor agreement with the Lenders.

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

                        http://is.gd/gtGsSm

                     About Stanadyne Holdings

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010 were
$240 million.

Stanadyne Holdings disclosed a net loss of $11.50 million on
$251.45 million of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $32.50 million on $245.76 million of
net sales in 2011.  The Company incurred a net loss of $9.98
million in 2010.

The Company's balance sheet at Sept. 30, 2013, showed $377.53
million in total assets, $456.05 million in total liabilities,
$537,000 in redeemable non-controlling interest and a $79.05
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on June 27, 2013, Moody's Investors Service
downgraded Stanadyne Holdings Inc.'s Corporate Family Rating to
Caa2 from Caa1 to reflect Moody's view that a debt restructuring
is likely in the near-term.

In March 2012, Standard & Poor's Ratings Services revised its
long-term outlook to negative from stable on Windsor, Conn.-based
Stanadyne Corp. At the same time, Standard & Poor's affirmed its
ratings, including the 'CCC+' corporate credit rating, on
Stanadyne.

"The outlook revision reflects the risk that Stanadyne may not be
able to service debt obligations of its parent, Stanadyne Holdings
Inc. as early as August 2012," said Standard & Poor's credit
analyst Dan Picciotto.


STELERA WIRELESS: Court Okays Additional Role for American Legal
----------------------------------------------------------------
Stelera Wireless, LLC, sought and obtained approval from the U.S.
Bankruptcy Court to expand the services provided by American Legal
Claim Services, LLC.

Prior to court approval, the Official Committee of Unsecured
Creditors of Stelera Wireless filed a Limited Response on the
Debtor's application.  As communicated to the Debtor, the
Committee's concerns with expansion of the scope of the service to
be rendered by ACLS, beyond noticing services to include claims
and balloting services, may simply not be necessary or appropriate
in view of the following:

   (a) at present, there have only been 115 claims filed, which is
       a number of claims that should be reviewable by the Debtor
       without additional cost of a claims agent; and

   (b) given the Debtor's advice that all allowed claims will
       likely be paid in full, balloting of impaired creditors'
       votes should be quite limited, making it questionable that
       services of a balloting agent will be needed.

Bankruptcy Judge Niles Jackson had authorized Stelera Wireless to
employ American Legal as official noticing agent retroactive to
July 18, 2013.

The Committee's counsel can be reached at:

       G. Blaine Schwabe, III, Esq.
       GABLEGOTWALS
       One Leadership Square, 15th Floor
       211 North Robinson
       Oklahoma City, OK 73102-7101
       Tel: (405) 235-5589
       Fax: (405) 235-2875
       E-mail: gschwabe@gablelaw.com

                      About Stelera Wireless

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.

Christensen Law Group, PLLC, serves as the Debtor's primary
counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as additional
bankruptcy counsel.  Wilkinson Barker Knauer, LLP, serves as the
Debtor's special counsel.  American Legal Claims Services, LLC
serves as official noticing agent.  Falkenberg Capital Corporation
serves as the Debtor's broker.  James P. Barnes, CPA has been
tapped to prepare certain company tax documentation.

The official committee of unsecured creditors is represented by
attorneys at Gablegotwals.

The Troubled Company Reporter reported on Dec. 10, 2013, the Hon.
Niles Jackson of the U.S. Bankruptcy Court for the Western
District of Oklahoma authorized Stelera Wireless to sell its
Federal Communications Commission licenses to: AT&T Mobility
Spectrum LLC, as purchaser; and Atlantic Tele-Network, Inc., as
backup purchaser.  In an auction held Nov. 20, 2013, AT&T's bid
was the highest and best offer for the FCC licenses, while
Atlantic's, the stalking horse purchaser, was the second highest.
Pursuant to the APA, the aggregate purchase price to be paid by
AT&T will be $6,020,000.


STUART WEITZMAN: Add-on Term Loan No Impact on Moody's B2 CFR
-------------------------------------------------------------
Moody's Investors Service said that the increase in Stuart
Weitzman Acquisition Co LLC's New Senior Secured Term Loan from
$220 million to $250 million is a credit negative but will have no
effect on the company's B2 Corporate Family Rating, the B2 rating
assigned to the secured term loan or the stable outlook. The
announcement will result in a modest increase in the company's
overall debt burden and reduces Sycamore Partners LLC's, the
acquirer of Stuart Weitzman, equity contribution from 43% to 35%
of the company's purchase price. As a result of the announcement
the company's quantitative credit profile will remain weak for the
B2 rating level for the next 12 months. Any additional equity
extractions in the near future would likely result in a negative
credit action.


TAYLOR MORRISON: Moody's Assigns B2 Rating on $300MM Unsec. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Taylor
Morrison's proposed $300 million of senior unsecured notes due
2024, proceeds of which will be used for growth capital and
general corporate purposes, including land acquisition and
development. At the same time, Moody's affirmed all other ratings
of Taylor Morrison Communities, Inc. (a U.S. issuer) and those of
its Canadian co-issuer, Monarch Communities Inc. (collectively,
"Taylor Morrison"), including the B1 corporate family rating, B1-
PD probability of default rating, B2 rating on the existing $1.035
billion of senior unsecured notes, and SGL-2 speculative grade
liquidity rating. The rating outlook was changed to stable from
positive.

The following rating actions were taken:

$300 million senior unsecured notes due 2024, assigned a B2,
(LGD4, 65%);

Corporate family rating, affirmed at B1;

Probability of default rating, affirmed at B1-PD;

$485 million (remaining balance) of 7.75% senior unsecured notes
due 4/15/2020, affirmed at B2, (LGD4, 65%)

$550 million of 5.25% senior unsecured notes due 4/15/2021,
affirmed at B2, (LGD4, 65%);

Speculative grade liquidity rating is SGL-2;

The rating outlook is stable.

The change in outlook to stable from positive recognizes that
Moody's are unlikely to upgrade Taylor Morrison in the next 12
months. While operating performance, which has been stellar, has
been in line with or better than our expectations, adjusted debt
leverage remains elevated and higher than Moody's expected when
Moody's went positive on the outlook last April. Given the
company's growth expectations, Moody's do not anticipate that debt
leverage will be more than very modestly reduced from current
levels.

Ratings Rationale

The B1 corporate family rating reflects the company's track record
of profitability and solid gross margin performance; good
geographic diversity, including a strong presence in Canada; and a
Canadian legacy land position that appears to be realistically
valued. At the same time, the rating incorporates the company's
elevated pro forma adjusted homebuilding debt leverage of 54.7%
(based on a $300 million size for the new offering), limited time
as an independent, stand-alone entity; the negative cash flow from
operations that Moody's is projecting for the coming year; the
lumpiness in the company's projected revenues and earnings as a
result of its high-rise exposure in Toronto; a U.S. housing market
attempting to regain its former momentum after a seven month pause
in its formerly rapid growth trajectory; and a Canadian housing
market also struggling for traction.

The stable outlook reflects our expectation that the company will
continue showing growing profitability but will be able only to
gradually reduce its adjusted homebuilding debt to capitalization
to the low 50% levels. The outlook also assumes that the company
will maintain adequate liquidity and prudently manage its land
spend.

The SGL-2 liquidity rating, which indicates that the company's
liquidity for the next 12-18 months is expected to be good,
balances the company's respectable pro forma unrestricted cash
balance of about $685 million, the lack of any material debt
maturities before 2020, and the availability under its $400
million unsecured revolver due April 12, 2017 against its cash
burn projected for 2014 and the requirement to comply with
maintenance covenants in the revolver.

The company's proposed new as well as existing senior unsecured
notes are notched below the corporate family rating because of the
sizable proportion of secured debt and debt-like obligations in
its capital structure. The notes will be guaranteed on a senior
unsecured basis by Taylor Morrison Holdings, Inc. (the direct
parent of Taylor Morrison Communities, Inc.), TMM Holdings Limited
Partnership (the indirect parent of Taylor Morrison Communities,
Inc. and direct parent of Monarch Communities Inc.), Monarch
Parent Inc. and certain existing and future U.S. subsidiaries of
Taylor Morrison Communities, Inc. as described in this offering
memorandum. The subsidiaries of Monarch Parent Inc. will not
guarantee the notes.

The ratings could be considered for an upgrade if the company
improves its scale and geographic diversity, reduces adjusted
homebuilding debt to capitalization to nicely below 50% on a
sustained basis, and maintains good liquidity. Importantly, the
company would also need to resolve its ultimate ownership, as
private equity-owned companies typically do not achieve Ba rating
status.

The ratings could be pressured if the company becomes
unprofitable, its adjusted homebuilding debt to capitalization
rises above 60%, homebuilding interest coverage falls below 2.0x
and remains there for an extended period of time, or if liquidity
deteriorates.

TMM Holdings Limited Partnership was formed in July 2011 by the
private equity companies, TPG Capital, Oaktree Capital Management,
and JH Investments when they acquired the North American
operations of Taylor Wimpey plc, a UK homebuilder. The North
American business of Taylor Wimpey plc included Taylor Morrison
Communities in the U.S. and Monarch Corporation in Canada.

Headquartered in Scottsdale, Arizona, Taylor Morrison builds homes
and develops master planned communities in the U.S. and engages in
high-rise and low-rise residential development in Canada. For
2013, the company generated approximately $2.3 billion in total
revenues and $297 million of pretax income before non-recurring
charges.

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


TAYLOR MORRISON: S&P Assigns 'BB-' Rating to $300MM Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all its
ratings on Taylor Morrison Home Corp., including its 'BB-'
corporate credit rating on the company.  The outlook is stable.
At the same time, S&P assigned a 'BB-' unsecured debt rating to
the proposed offering of $300 million of senior unsecured notes
due 2024.  The company plans to use proceeds from the notes for
general corporate purposes, including land acquisition and
development.

"Our stable outlook on Taylor Morrison reflects our expectation
for continued growth in U.S. home deliveries and steady
performance from Canadian operations, including the successful
completion of several high-rise towers in the greater Toronto
area," said Standard & Poor's credit analyst Jaime Gitler.  "We
anticipate the company will realize high-single-digit growth in
average sales price as the delivery mix continues to shift toward
more affluent buyers.  We believe that leverage will hold steady
at about 4x debt to EBITDA."

S&P could consider lowering its rating to 'B+' if growth is more
heavily debt financed (such that debt to EBITDA rises above 5.0x)
or if the company stumbles, either as it attempts to integrate a
large acquisition or continues to expand.

S&P would consider raising the rating if the private-equity
sponsors sell their stake down below a majority position and if
EBITDA strengthens such that leverage improves to the low-3.0x
area.  However, S&P currently considers the possibility of lower
leverage to be less likely because it thinks any additional upside
in U.S. housing demand could prod Taylor Morrison to raise
additional debt capital to continue to grow.


TRI-TECH HOLDING: Receives NASDAQ Delisting Notice
--------------------------------------------------
Tri-Tech Holding Inc., which provides turn-key water resources
management, water and wastewater treatment, industrial safety and
pollution control solutions, disclosed that, on February 27, 2014,
it received a letter from the Staff of The Nasdaq Stock Market,
notifying Tri-Tech that Nasdaq has determined to delist Tri-Tech's
ordinary shares from Nasdaq pursuant to the Staff's discretionary
authority under Listing Rule 5101 and based on
Tri-Tech's failure to disclose material information as required by
Nasdaq Listing Rule 5250(b)(1).  Nasdaq Listing Rule 5101
provides, in part, that Nasdaq "has broad discretionary authority
over the initial and continued listing of securities in Nasdaq in
order to maintain the quality of and public confidence in its
market, to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, and to protect
investors and the public interest."  Nasdaq Listing Rule
5250(b)(1) requires prompt disclosure to the public of any
"material information that would reasonably be expected to affect
the value of its securities or influence investors' decisions."

The Nasdaq Letter noted that Tri-Tech may appeal the Staff's
determination to a Hearings Panel, pursuant to the procedures set
forth in the Nasdaq Listing Rules.  A hearing request will stay
the delisting of Tri-Tech's securities, but will not result in
resumption of trading, pending the Panel's determination.  Unless
Tri-Tech requests an appeal, its ordinary shares will be delisted
from NASDAQ at the opening of business on March 10, 2014 and a
Form 25-NSE will be filed with the Securities and Exchange
Commission, which will remove Tri-Tech's securities from listing
and registration on The Nasdaq Stock Market.

In the Nasdaq Letter, Nasdaq specifically identified the following
concerns: (i) the theft by Tri-Tech's former Chief Executive
Officer, Guang Cheng, of important assets of Tri-Tech in China;
(ii) Tri-Tech's ongoing failures to regain control of these assets
and prevent Mr. Cheng, notwithstanding his termination as CEO,
from exercising authority over a material subsidiary of Tri-Tech,
authority which Mr. Cheng continues to exercise at present; (iii)
Tri-Tech's inability to disburse funds from that subsidiary's bank
accounts and engage in other corporate actions without the
explicit cooperation and assistance of Mr. Cheng; and (iv) Tri-
Tech's failure to timely disclose the foregoing events to the
public.

Tri-Tech plans to appeal the Staff's determination to the Panel.
There can be no assurance that the Panel will grant the appeal
made by Tri-Tech, or that Tri-Tech will be able to regain or
maintain compliance with the requirements for continued listing
under the Nasdaq Listing Rules.  There can be no assurance that
Tri-Tech will maintain its Nasdaq listing.

                  About Tri-Tech Holding Inc.

Tri-Tech -- http://www.tri-tech.cn-- is a provider of consulting,
engineering, procurement, construction and technical services.
The Company supports government, state owned entities and
commercial clients by providing efficiency oriented solutions
focused on treatment of water and waste water, management of water
resources and water-efficient irrigation, as well as industrial
emission and safety controls.  With software copyrights, product
patents, and capable employees in China, the U.S. and India,
Tri-Tech's capabilities span the cycle of innovation.


TITAN PHARMACEUTICALS: Deerfield Mgmt No Longer a Shareholder
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Deerfield Mgmt, L.P., and its affiliates
disclosed that as of Dec. 31, 2013, they no longer owned any
shares of common stock of Titan Pharmaceuticals, Inc.  Deerfield
Mgmt previously reported beneficial ownership of 6,588,234 shares
at Dec. 31, 2012.  A copy of the regulatory filing is available
for free at http://is.gd/1tsLVZ

                   About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

Titan Pharmaceuticals incurred a net loss applicable to common
stockholders of $15.18 million in 2012, as compared with a net
loss applicable to common stockholders of $15.20 million in 2011.

As of Sept. 30, 2013, the Company had $15.52 million in total
assets, $14.49 million in total liabilities and $1.02 million in
total stockholders' equity.


TRANS-LUX CORP: Posts $168,000 Net Income in Sept. 30 Quarter
-------------------------------------------------------------
Trans-Lux Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $168,000 on $6.20 million of total revenues for the three
months ended Sept. 30, 2013, as compared with net income of
$196,000 on $5.92 million of total revenues for the same period a
year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $859,000 on $15.08 million of total revenues as
compared with a net loss of $735,000 on $18.36 million of total
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $19.49
million in total assets, $18.39 million in total liabilities and
$1.09 million in total stockholders' equity.

"...[B]ecause of the uncertainty surrounding our ability to obtain
additional liquidity and the potential of the noteholders and/or
trustees to give notice to the Company of a default on either the
Debentures or the Notes, our independent registered public
accounting firm issued an opinion on our consolidated financial
statements that states that the consolidated financial statements
were prepared assuming we will continue as a going concern,
however the opinion further states that the uncertainty regarding
the ability to make the required principal and interest payments
on the Notes and the Debentures, in addition to the significant
amount due to the Company's pension plan over the next 12 months,
raises substantial doubt about our 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/3xfnaE

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $1.36 million on $23.02 million of total revenues, as compared
with a net loss of $1.41 million on $23.75 million of total
revenues in 2011.


TRIUS THERAPEUTICS: KPCB Pandemic No Longer a Shareholder
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, KPCB Pandemic and Bio Defense Fund, LLC, and
its affiliates disclosed that as of Dec. 31, 2013, they no longer
owned any shares of common stock of Trius Therapeutics, Inc.  A
copy of the regulatory filing is available for free at:

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

Trius Therapeutics incurred a net loss of $53.92 million in 2012,
a net loss of $18.25 million in 2011 and a $23.86 million net loss
in 2010.  As of June 30, 2013, the Company had $74.05 million in
total assets, $19.37 million in total liabilities and $54.68
million in total stockholders' equity.

As reported by the TCR on Sept. 17, 2013, Cubist Pharmaceuticals
completed the acquisition of Trius Therapeutics.


TULARE REGIONAL: Fitch Lowers Rating on $15.23MM Bonds to 'B'
-------------------------------------------------------------
Fitch Ratings has downgraded to 'B' from 'B+' the rating on
$15,230,000 series 2007 fixed rate bonds issued by the Tulare
Local Health Care District d/b/a Tulare Regional Medical Center
(TRMC).  The bonds have been placed on Rating Watch Negative.

SECURITY

Debt payments are secured by a pledge of the gross revenues of
Tulare Local Health Care District. A fully funded debt service
reserve fund provides additional security for bondholders.

KEY RATING DRIVERS

SUSTAINED OPERATING LOSSES: The downgrade to 'B' reflects a
continued trend of operating losses driven by declining revenues
from persisting challenges in patient utilization. Operating
losses were sustained in the fiscal year ended (FYE) June 30, 2013
and through the interim period ended Dec. 31, 2013, though
somewhat improved from 2012 levels. Due to negative cash flow,
TRMC violated its debt service covenant in fiscal 2012, and a
'going concern' was expressed in the last two audited financial
statements.

VERY WEAK LIQUIDITY: TRMC's liquidity position is very weak,
resulting from negative cash flow and complications with its
ongoing construction project. Unrestricted cash and investments
were $6.3 million at Dec. 31, 2013 compared to $10.5 million at
Dec. 31, 2012 and $24.4 million at FYE 2010. Management indicated
that a large part of the decline through the interim period was
due to timing of intergovernmental transfers (IGTs), and reported
an unrestricted cash balance of $9.8 million at the end of Feb.
2014.

OPERATIONAL TURNAROUND EXPECTED: In Jan. 2014, TRMC entered into a
management agreement with HealthCare Conglomerate Associates
(HCCA), an organization that was formed specifically to address
operational and construction challenges at TRMC. HCCA recruited a
number of industry experts in operational, financial, clinical,
and construction efforts, and began operating TRMC on Jan. 13,
2014 under a short-term management contract. HCCA is projecting
TRMC to break even by the end of calendar year 2014, which Fitch
believes is relatively attainable.

ONGOING CONSTRUCTION DELAYS: The completion of the new bed tower
that was initially scheduled for Oct. 2012 has yet to be
completed. The remaining cost and sources of funding for the
project is unknown at this time but will likely pose a significant
demand on already weak liquidity. TRMC is leveraging HCCA's
expertise to renegotiate contracts and develop a recovery
schedule.

RATING SENSITIVITIES

CLARITY ON CONSTRUCTION PLANS: The Negative Watch reflects the
uncertainty around the timing and funding sources of the
construction project. Management expects to have a construction
completion plan in the next 60 days which is expected to provide
greater clarity on TRMC's ability to meet all its financial
commitments.

CREDIT PROFILE

Tulare Local Health Care District, d/b/a Tulare Regional Medical
Center owns and operates a 112-bed hospital in the city of Tulare,
California. Total operating revenue in FYE June 30, 2013 was $76.4
million (exclusive of tax revenues related to GO bonds debt
service).

Sustained Operating Losses from Erosion in Patient Volume

TRMC posted operating losses for the second year in 2013 with an
operating loss of $2.3 million, which includes annual district tax
revenues of approximately $1.5 million that can be used to support
operations and debt service requirements. This is significantly
improved from a loss of $9.9 million in fiscal 2012, from
significant expense reductions in areas such as labor and supply
costs. As a result, operating margin improved to a negative 3.1%
in fiscal 2013 compared to a negative 13% in fiscal 2012.
Similarly, operating EBITDA margin improved to a positive 3.3% in
2013 compared to a negative 7.8% in 2012. As a result of its poor
financial profile, a 'going concern' on the ability to continue
hospital operations was expressed in 2012 and 2013 in the audited
financial statements.

Significant losses continued through the six-month interim period
ended Dec. 31, 2013, with operating and operating EBITDA margins
of negative 12% and negative 3.8%, respectively, compared to a
negative 10% and negative 4.5% in the prior year period. A number
of financial improvement plans are in place, with a goal of
arriving at breakeven performance within this calendar year.

Management Agreement with HealthCare Conglomerate Associates

In December 2013, the board of TRMC selected HCCA as an
affiliation partner. HCCA is a management organization formed with
the purpose of addressing the issues at TRMC, including financial
and operational turnaround, improving physician relationships, and
completing its construction project. Under a 12-month management
contract, HCCA began managing TRMC in Jan. 2014 with the goal of
entering into a long-term lease within this calendar year. As the
potential transaction is in its early stages and no details were
provided, Fitch's analysis assumes the bonds will remain
outstanding in its current form.

Under the management contract, HCCA has several executives on-site
that will manage the day-to-day operations. The turnaround plan
focuses on three key areas -- operational/financial, clinical, and
construction. A chief restructuring officer from HCCA is at TRMC
full-time, assuming the responsibilities of CEO, as well as
several other professionals focusing on physician integration and
construction management.

A thorough review of revenues and expenditures began once HCCA
came onsite in Jan. 2014, and several initiatives are being
executed to improve operating profitability. Projected growth in
revenue is estimated at 5% for this calendar year, with a focus on
recovering patient volumes and improving clinical documentation
and revenue cycle. Targeted expense reductions total 8%, which is
distributed across most expense items including labor, supplies,
and maintenance. Management believes these targets are achievable,
and should bring TRMC back to near breakeven operations in the
next 12 months. Fitch believes financial improvements will largely
be driven by TRMC's ability to recover physician relationships and
patient volume. While somewhat optimistic, Fitch believes these
targets are reasonably attainable over time with a well-executed
strategy, especially given TRMC's historical utilization and
profitability.

Weak Liquidity

TRMC's liquidity has weakened over the last four audited periods
driven by IT investments, other capital spending, and negative
cash flow. Unrestricted cash and investments totaled $6.3 million
at Dec. 31, 2013, compared to $10.6 million at Dec. 31, 2012 and
$24.4 million at FYE 2010. Days cash on hand of 34 days, cushion
ratio of 2.5x, and cash to debt of 33.2% reflect a sizable decline
from 48.5 days, 4.1x, and 51.2% one year ago, and are very weak
compared to Fitch's median for below investment-grade ratings.
Given ongoing operating expenditures, other infrastructure
investments, and future spending needs related to the construction
project, Fitch believes the ongoing demand on liquidity poses a
serious threat to the solvency of the organization.

According to management, a large part of the year-over-year
decline is due to the timing of IGT receipts. Management indicated
that roughly $3.2 million of matching IGT funds were delayed this
year, negatively impacting liquidity at Dec 31, 2013. The IGT
matching funds were subsequently received, and as of Feb. 26,
2014, management reported unrestricted cash and investments of
$9.8 million.

Fitch also notes a debt service reserve account is in place for
the series 2007 bonds, with approximately $1.3 million held by a
Trustee.

Ongoing Construction Delays

Tulare has a major construction project in progress, which plans
to feature a 24-bed emergency department, a new diagnostic
department, a 16-bed obstetric unit, four surgery suites, and 27
new private patient rooms meeting seismic requirements. This new
expansion tower was initially slated to open Oct. 2012, but
suffered disruptions due to delamination issues. Renegotiating
with contractors and putting a makeup schedule in place is one of
HCCA's priorities, and is expected to be complete in the next two
months.

As of Dec. 31, 2013, there was approximately $6.8 million of
restricted funds remaining for the construction project, which
Fitch believes is insufficient to complete the project. TRMC will
likely need to procure additional funding in addition to existing
funds to complete the project. The Negative Watch reflects the
uncertainties around construction completion and funding, and the
impact on TRMC's solvency. Fitch will evaluate the impact of the
new construction plan and new debt, if any, after plans are
finalized in the next two months.

Weak Debt Metrics Despite Moderate Debt Burden

At Dec. 31, 2013, Tulare's revenue supported debt burden totaled
$19.1 million, consisting of $15.2 million in series 2007 bonds
and $3.9 million in capital leases. The debt is all fixed rate and
produces a maximum annual debt service (MADS) of $2.5 million,
which declines to $1.3 million in fiscal 2017 following the final
payment on the capital lease.

Debt burden is relatively low, as measured by debt to
capitalization of 27.3%. However, due to poor cash flow, MADS
coverage was very low at negative 2.1x in 2012, positive 1.4x in
2013, and negative 0.8x through the six-month interim period,
compared to the average of 4x in 2009-2011. TRMC violated its debt
service covenant in 2012, which resulted in a consultant-call in.
The debt service covenant was met in fiscal 2013, but the ability
to pass in fiscal 2014 is uncertain. Fitch believes TRMC has
sufficient resources to pay its obligations over the next year.

Not included in Fitch's calculation of Tulare's long-term debt are
$85 million in general obligation (GO) bonds, which are not rated
by Fitch. Since Tulare's GO debt is secured by a special
assessment on property taxes in the district, Fitch's calculation
of financial ratios excludes Tulare's GO debt and related
receipts.

DISCLOSURE

TRMC covenants to disclose annual financial statements within six
months of year-end and quarterly unaudited financial statements
within 30 days through the MSRB EMMA website.


UNI-PIXEL INC: Wellington Trust No Longer Owns Shares
-----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Wellington Trust Company, NA, disclosed that
as of Dec. 31, 2013, it did not own any shares of common stock of
Uni-Pixel, Inc.  Wellington Trust Company, NA, previously reported
beneficial ownership of 497,100 common shares at Dec. 31, 2012.
A copy of the regulatory filing is available for free at:

                         http://is.gd/U7Fk0c

                         About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.

Uni-Pixel incurred a net loss of $9.01 million in 2012, a net loss
of $8.56 million in 2011 and a net loss of $3.82 million in 2010.
As of Sept. 30, 2013, Uni-Pixel had $60.22 million in total
assets, $6.50 million in total liabilities and $53.71 million in
total shareholders' equity.


UNITED AMERICAN: Changes Fiscal Year End to Dec. 31
---------------------------------------------------
The Board of Directors of United American Healthcare Corporation
adopted resolutions to change the Company's fiscal year end to
December 31.  The Company will file a report covering the
transition period from July 1, 2013, through Dec. 31, 2013, on
Form 10-KT.

                       About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

United American reported net income of $537,000 on $8.48 million
of contract manufacturing revenue for the year ended June 30,
2013, as compared with a net loss of $1.86 million on $6.83
million of contract manufacturing revenue for the year ended June
30, 2012.

The Company's balance sheet at Sept. 30, 2013, showed
$15.38 million in total assets, $12.68 million in total
liabilities, and stockholders' equity of $2.7 million.

Bravos & Associates, CPA's, in Bloomingdale, Illinois, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company had a working capital deficiency
of $8.4 million.  The Company's liabilities and working capital
raise substantial doubt about its ability to continue as a going
concern.


VIGGLE INC: BAMCO Stake at 6.79% as of Dec. 31
----------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BAMCO Inc. and its affiliates disclosed that
for calendar year 2013 they beneficially owned 5,090,908 shares of
common stock of Viggle Inc. representing 6.79 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/kQUj8I

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  As of Dec. 31, 2013, the Company had $60.63 million
in total assets, $53.94 million in total liabilities, $37.71
million in series A convertible redeemable preferred stock, and a
$31.02 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


WEST AIRPORT PALMS: Miami Condo Units to Be Sold March 11
---------------------------------------------------------
Pursuant to an Order or Final Judgment entered in the cause, FIRST
CITIZENS BANK & TRUST CO, Plaintiff(s) / Petitioner(s) VS. WEST
AIRPORT PALMS BUSINESS PARK (LLC), Defendant(s) / Respondent(s),
Civil Action No.: 10039220CA01, pending before the Circuit Court
of the Eleventh Judicial Circuit in and for Miami-Dade County,
Florida, the clerk of court sell to the highest and best bidder
for cash on-line at http://www.MiamiDade.RealForeclose.com/at
9:00 a.m. on March 11, 2014, all condominium units of West Airport
Palms Business Park, except these Condominium Units: Condominium
Unit A-1, A-2, A-5, A-10, A-11, B-6, B-7, C-1, C-2, C-3, C-6, C-7,
C-8, C-9, C-16, C-17, C-18, C-20, C-21, C-26, and D-12.

ANY PERSON CLAIMING AN INTEREST IN THE SURPLUS FROM THE SALE, IF
ANY, OTHER THAN THE PROPERTY OWNER AS OF THE DATE OF THE LIS
PENDENS MUST FILE A CLAIM WITHIN 60 DAYS AFTER THE SALE.

The Plaintiff is represented by the law firm of White & Case LLP.


WPCS INTERNATIONAL: Details Risks Regarding BTX Acquisition
-----------------------------------------------------------
WPCS International Incorporated previously disclosed that on
Dec. 17, 2013, the Company acquired BTX Trader, LLC, which is
expected to add a new line of business and reporting segment to
the Company's existing operations.

BTX is a technology-based startup seeking to conduct business in
the emerging Bitcoin industry.  BTX is currently in early-stage
beta testing of a cross-exchange trading technology platform that
provides access to ninety percent of publicly available Bitcoin
liquidity.  The technology enables users to make informed
decisions by providing aggregated and curated market data from all
major trading venues.

The Company believes that there are numerous and varied risks,
known and unknown, relating to BTX and its operations that may
prevent the Company from achieving its goals.  If any of such
risks actually occur, the Company's business, financial condition
or results of operation may be materially adversely affected.  In
that case, the trading price of the Company's common stock could
decline and investors could lose all or part of their investment.

"The Company intends to develop, market and operate the business
of BTX.  The Company may not be able to successfully compete in
this business, and thus it may fail to realize all of the
anticipated benefits of consummating the acquisition of BTX,"
according to the Company's Form 8-K report filed with the U.S.
Securities and Exchange Commission.

Additional information is available for free at:

                        http://is.gd/i1xjJQ

                      About WPCS International

WPCS -- http://www.wpcs.com-- is a design-build engineering
company that focuses on the implementation requirements of
communications infrastructure.  The company provides its
engineering capabilities including wireless communications,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.

As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013,

The Company's former auditors, CohnReznick LLP, in Roseland, New
Jersey, expressed substantial doubt about WPCS International's
ability to continue as a going concern following the annual report
for the year ended April 30, 2013.  The independent auditors noted
that the Company has incurred net losses and negative cash flows
from operating activities, had a working capital deficiency as of
and for the years ended April 30, 2013, and 2012, and has an
accumulated deficit as of April 30, 2013.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.  The Company's
balance sheet at Oct. 31, 2013, showed $18.41 million in total
assets, $13.87 million in total liabilities, and $4.54 million in
total equity.


WPCS INTERNATIONAL: BlackRock Stake Down to 0.7% as of Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of
Dec. 31, 2013, it beneficially owned 83,148 shares of common stock
of WPCS International Inc. representing 0.7 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/scJtPK

                      About WPCS International

WPCS -- http://www.wpcs.com-- is a design-build engineering
company that focuses on the implementation requirements of
communications infrastructure.  The company provides its
engineering capabilities including wireless communications,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.

As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013,

The Company's former auditors, CohnReznick LLP, in Roseland, New
Jersey, expressed substantial doubt about WPCS International's
ability to continue as a going concern following the annual report
for the year ended April 30, 2013.  The independent auditors noted
that the Company has incurred net losses and negative cash flows
from operating activities, had a working capital deficiency as of
and for the years ended April 30, 2013, and 2012, and has an
accumulated deficit as of April 30, 2013.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.  The Company's
balance sheet at Oct. 31, 2013, showed $18.41 million in total
assets, $13.87 million in total liabilities, and $4.54 million in
total equity.


* Construction Businesses Demonstrate Below-Average Credit Health
-----------------------------------------------------------------
Experian(R), a global information services company, on March 3
disclosed that in the midst of a recovering housing market,
construction businesses continued to demonstrate below-average*
credit health in Q4 2013.  According to Experian's  most recent
Metro Business Pulse , businesses in the construction industry had
a lower-than-average risk score**, paid their bills more days
beyond contracted terms, had higher bankruptcy rates and had a
greater percentage of delinquent debt than other industries.

Detailed findings from the report, as well as other business
credit trends seen throughout the quarter, will be presented in
Experian's Quarterly Business Credit Review Webinar on March 18,
2014, at 1:00 p.m. Eastern time.

To register for the Webinar, visit: Q4 2013 Experian's
QuarterlyBusinessCreditReview

"The collapse of the housing market during the recession had an
obvious impact on the construction industry's ability to manage
and meet financial obligations," said Joel Pruis, Experian's
senior business consultant.  "However, as the market continues to
recover, it will be imperative for these businesses to get ahead
of their finances and pay down existing delinquent debt.  Doing so
will enable them to obtain the adequate funding and resources to
improve their company's viability as well as protect them against
any potential future setbacks."

As part of the analysis, Experian also examined how construction
businesses were performing at a metropolitan level.  Despite being
decimated by the housing collapse, construction businesses in
Phoenix, Ariz., had a lower delinquency rate than two-thirds of
the businesses in the sector.  However, they continued to
struggle, having among the lowest credit scores in the sector,
with an average risk score of 52.6 -- a full 8 percent lower than
the industry average.

Construction businesses in other well-known metropolitan areas hit
hardest by the housing bust -- including Las Vegas, Nev., Miami,
Fla., Fort Myers, Fla., and Orlando, Fla. -- continued to struggle
with lower-than-average risk scores, paying their bills more days
beyond contracted terms (up to 26 days past due) and having among
the highest delinquency rates compared to the rest of the
industry.  The only exception to the trend being construction
businesses in the Florida areas having bankruptcy rates well below
the industry average (up to 64.3 percent lower).

          About Experian Business Information Services

Experian Business Information Services --
http://www.experian.com/b2b-- provides data and predictive
insights to organizations, helping them mitigate risk and improve
profitability.  The company's business database provides
comprehensive, third-party-verified information on 99.9 percent of
all U.S. companies.  Experian provides market-leading tools that
assist clients of all sizes in making real-time decisions,
processing new applications, managing customer relationships and
collecting on delinquent accounts.

                          About Experian

Experian is a global information services company, providing data
and analytical tools to clients around the world.  The Group helps
businesses to manage credit risk, prevent fraud, target marketing
offers and automate decision making.  Experian also helps
individuals to check their credit report and credit score, and
protect against identity theft.

Experian plc is listed on the London Stock Exchange (EXPN) and is
a constituent of the FTSE 100 index.  Total revenue for the year
ended March 31, 2013, was US$4.7 billion.  Experian employs
approximately 17,000 people in 40 countries and has its corporate
headquarters in Dublin, Ireland, with operational headquarters in
Nottingham, UK; California, US; and S?o Paulo, Brazil.


* Deloitte's Snyder Inducted Into American College of Bankruptcy
----------------------------------------------------------------
Deloitte on March 3 disclosed that William Snyder, principal,
Deloitte Transactions and Business Analytics LLP and co-leader of
the Deloitte Corporate Restructuring Group (Deloitte CRG), will be
inducted to The American College of Bankruptcy as a Fellow of the
College on March 14, 2014 in Washington, D.C.  The ceremony will
take place at the Smithsonian Donald W. Reynolds Center for
American Art and Portraiture, and will be presided over by D.J.
(Jan) Baker, Chair of the College.

There are 33 nominees being honored and recognized for their
professional excellence and exceptional contributions to the
fields of bankruptcy and insolvency.

The American College of Bankruptcy is an honorary professional and
educational association of bankruptcy and insolvency
professionals.  The College plays an important role in sustaining
professional excellence and supports educational and pro bono
efforts in local communities around the country.  College Fellows
include commercial and consumer bankruptcy attorneys, insolvency
accountants, turnaround and workout specialists, law professors,
judges, government officials and others involved in the bankruptcy
and insolvency community.

Nominees undergo a rigorous nomination process and are extended an
invitation to join based on a record of achievement reflecting
high standards of professionalism.  The College now has 831
Fellows, each selected by a Board of Regents from among
recommendations of the Circuit Admissions Council in each federal
judicial circuit and specially appointed Committees for Judicial
and Foreign Fellows.

Criteria for selection include: the utmost standard of
professionalism; significant contributions to the community,
ethics, character, integrity, professional expertise and
leadership contributing to the enhancement of bankruptcy and
insolvency law and practice; sustained evidence of scholarship,
teaching, lecturing or writing on bankruptcy or insolvency; and
commitment to elevate knowledge and understanding of the
profession and public respect for the practice.

                        About Deloitte CRG

Deloitte CRG -- http://www.deloitte.com/us/crg-- is a provider of
financial and operational restructuring services, turnaround and
performance management, fiduciary services and bankruptcy
administrative services to underperforming companies and their
advisors, lenders, investors, courts and other stakeholders.  It
specializes in helping both large multi-national organizations and
mid-market companies overcome challenges -- from enhancing the
performance of healthy companies to complex bankruptcy
reorganizations.  Deloitte CRG's talent, global reach, and
commitment to driving results set us apart and enable us to help
create value in the most challenging and complex restructuring
matters.  Deloitte CRG is comprised of the restructuring
professionals of Deloitte Financial Advisory Services LLP and its
affiliate Deloitte Transactions and Business Analytics LLP.


* Jordan Kroop Joins Perkins Coie's Phoenix Office as Partner
-------------------------------------------------------------
Perkins Coie on March 3 disclosed that Jordan A. Kroop has joined
the firm's Phoenix office as a partner in the Financial
Transactions & Restructuring group.  Mr. Kroop, who represents
clients in restructuring, bankruptcy, workouts, litigation and
related matters, was most recently a partner at Squire Sanders.

"Jordan is a great addition to both our Phoenix office and to our
national bankruptcy practice," said Shane Swindle, Office Managing
Partner of Perkins Coie's Phoenix office.  "For many years,
Phoenix has been one of the busier bankruptcy courts outside the
Northeast, so having Jordan on our team here will be a great
asset."

Mr. Kroop's practice is a mix of creditor work for clients and a
company side restructuring/bankruptcy practice focusing on complex
situations inside and outside bankruptcy, including a robust
debtor practice.  He has developed a subspecialty in sports
bankruptcies, having represented the Phoenix Coyotes as debtor's
counsel and has been involved in several other major engagements
involving professional sports teams.

"Jordan is a very well-recognized and respected restructuring
attorney and will help us continue to build out our national
practice to better serve our clients," said David Neff, co-chair
of Perkins Coie's Financial Transactions & Restructuring group.
"Sara Chenetz joined us last May in Los Angeles and John Penn
joined us in Dallas in October and they have both been terrific
additions to our practice.  We're expecting that Jordan will be in
much demand as well."

Mr. Kroop earned his J.D. from University of Virginia and his AB,
magna cum laude, from Brown University.  Turnarounds & Workouts
named Mr. Kroop as one of the nation's 12 Outstanding Young
Bankruptcy Lawyers, he has been listed in The Best Lawyers in
America since 2009, and he will be inducted into the American
College of Bankruptcy in March 2014.  Mr. Kroop is the co-author
of "Chapter 11 Cases Involving Professional Sports Franchises" in
the Collier Guide to Chapter 11: Key Topics and Selected
Industries (LexisNexis, 2011) and the two-volume treatise
Bankruptcy Litigation and Practice: A Practitioner's Guide (Aspen,
4th Ed., 2008), as well as the previous third edition of that
treatise (Aspen, 3rd Ed., 2000) and The Executive Guide to
Corporate Bankruptcy (Beard Books, 2nd Ed., 2010).  He has served
as an instructor of bankruptcy trial techniques for the American
Bankruptcy Institute for the last five years and has been a
professor of international commercial arbitration at the
University of Salzburg (Austria) through the McGeorge School of
Law.  He is also an adjunct professor of bankruptcy litigation and
an occasional lecturer on business law topics and international
commercial arbitration at the Sandra Day O'Connor College of Law
at Arizona State University.

Perkins Coie's Financial Transactions & Restructuring group
represents lenders, secured and unsecured creditors, creditors'
committees, trustees, debtors, investors, and other parties on
matters involving commercial finance transactions, public debt
offerings, project finance, loan documentation, restructurings,
workouts, bankruptcy, and the enforcement of creditors' rights and
remedies.  Its clients come from a variety of industries including
retail, banking, hotels & resorts, healthcare, life sciences,
agriculture, manufacturing, technology, municipalities, education,
media, entertainment and aviation.

                        About Perkins Coie

Founded in 1912, Perkins Coie -- http://www.perkinscoie.com-- has
more than 900 lawyers in 19 offices across the United States and
Asia.  It provides a full array of corporate, commercial
litigation and intellectual property legal services to a broad
range of clients from FORTUNE 50 corporations to small,
independent start-ups, as well as public and not-for-profit
organizations.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                               Total
                                              Share-     Total
                                    Total   Holders'   Working
                                   Assets     Equity   Capital
  Company          Ticker            ($MM)      ($MM)     ($MM)
  -------          ------          ------   --------   -------
ABSOLUTE SOFTWRE   ABT CN           142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE   ALSWF US         142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE   OU1 GR           142.1      (11.2)     (6.3)
ADVANCED EMISSIO   OXQ1 GR          106.4      (46.1)    (15.3)
ADVANCED EMISSIO   ADES US          106.4      (46.1)    (15.3)
ADVENT SOFTWARE    AXQ GR           456.3     (111.8)   (106.0)
ADVENT SOFTWARE    ADVS US          456.3     (111.8)   (106.0)
AERIE PHARMACEUT   0P0 GR             7.2      (22.4)    (11.0)
AERIE PHARMACEUT   AERI US            7.2      (22.4)    (11.0)
AGENUS INC         AJ81 GR           37.7       (2.9)     21.2
AGENUS INC         AGEN US           37.7       (2.9)     21.2
AIR CANADA-CL A    ADH GR         9,470.0   (1,397.0)     98.0
AIR CANADA-CL A    AIDIF US       9,470.0   (1,397.0)     98.0
AIR CANADA-CL A    ADH TH         9,470.0   (1,397.0)     98.0
AIR CANADA-CL A    AC/A CN        9,470.0   (1,397.0)     98.0
AIR CANADA-CL B    AIDEF US       9,470.0   (1,397.0)     98.0
AIR CANADA-CL B    AC/B CN        9,470.0   (1,397.0)     98.0
AIR CANADA-CL B    ADH1 TH        9,470.0   (1,397.0)     98.0
AIR CANADA-CL B    ADH1 GR        9,470.0   (1,397.0)     98.0
ALLIANCE HEALTHC   AIQ US           515.6     (131.4)     61.3
AMC NETWORKS-A     9AC GR         2,524.8     (611.9)    790.3
AMC NETWORKS-A     AMCX US        2,524.8     (611.9)    790.3
AMER RESTAUR-LP    ICTPU US          33.5       (4.0)     (6.2)
AMERICAN AIRLINE   AAL US        42,278.0   (2,731.0)    517.0
AMERICAN AIRLINE   A1G TH        42,278.0   (2,731.0)    517.0
AMERICAN AIRLINE   A1G GR        42,278.0   (2,731.0)    517.0
AMERICAN AIRLINE   AAL* MM       42,278.0   (2,731.0)    517.0
AMR CORP           ACP GR        42,278.0   (2,731.0)    517.0
AMYLIN PHARMACEU   AMLN US        1,998.7      (42.4)    263.0
AMYRIS INC         3A0 GR           198.9     (135.8)     (0.4)
AMYRIS INC         AMRS US          198.9     (135.8)     (0.4)
AMYRIS INC         3A0 TH           198.9     (135.8)     (0.4)
ANACOR PHARMACEU   44A GR            44.9       (7.3)     17.0
ANACOR PHARMACEU   44A TH            44.9       (7.3)     17.0
ANACOR PHARMACEU   ANAC US           44.9       (7.3)     17.0
ANGIE'S LIST INC   ANGI US          105.6      (18.5)    (21.7)
ANGIE'S LIST INC   8AL TH           105.6      (18.5)    (21.7)
ANGIE'S LIST INC   8AL GR           105.6      (18.5)    (21.7)
ARRAY BIOPHARMA    AR2 GR           146.3       (5.4)     90.2
ARRAY BIOPHARMA    ARRY US          146.3       (5.4)     90.2
ARRAY BIOPHARMA    AR2 TH           146.3       (5.4)     90.2
ATLATSA RESOURCE   ATL SJ           768.5      (14.1)     30.2
AUTOZONE INC       AZ5 GR         7,023.4   (1,721.2)   (962.6)
AUTOZONE INC       AZO US         7,023.4   (1,721.2)   (962.6)
AUTOZONE INC       AZ5 TH         7,023.4   (1,721.2)   (962.6)
BARRACUDA NETWOR   CUDA US          236.2      (90.1)    (66.5)
BARRACUDA NETWOR   7BM GR           236.2      (90.1)    (66.5)
BERRY PLASTICS G   BERY US        5,264.0     (183.0)    681.0
BERRY PLASTICS G   BP0 GR         5,264.0     (183.0)    681.0
BRP INC/CA-SUB V   BRPIF US       1,875.1      (63.7)    116.5
BRP INC/CA-SUB V   B15A GR        1,875.1      (63.7)    116.5
BRP INC/CA-SUB V   DOO CN         1,875.1      (63.7)    116.5
BURLINGTON STORE   BUI GR         2,980.9     (215.8)    145.9
BURLINGTON STORE   BURL US        2,980.9     (215.8)    145.9
CABLEVISION SY-A   CVC US         6,482.1   (5,284.1)    342.2
CABLEVISION SY-A   CVY GR         6,482.1   (5,284.1)    342.2
CAESARS ENTERTAI   C08 GR        26,096.4   (1,496.8)    626.7
CAESARS ENTERTAI   CZR US        26,096.4   (1,496.8)    626.7
CANNAVEST CORP     0VE GR            10.7       (0.2)     (1.3)
CANNAVEST CORP     CANV US           10.7       (0.2)     (1.3)
CAPMARK FINANCIA   CPMK US       20,085.1     (933.1)      -
CC MEDIA-A         CCMO US       15,231.2   (8,370.8)    786.9
CELLADON CORP      72C GR            24.6      (44.3)     20.1
CELLADON CORP      CLDN US           24.6      (44.3)     20.1
CENTENNIAL COMM    CYCL US        1,480.9     (925.9)    (52.1)
CENVEO INC         CVO US         1,238.5     (473.0)    143.1
CHOICE HOTELS      CHH US           539.9     (464.2)     84.3
CHOICE HOTELS      CZH GR           539.9     (464.2)     84.3
CIENA CORP         CIE1 TH        1,802.8      (82.7)    780.7
CIENA CORP         CIE1 GR        1,802.8      (82.7)    780.7
CIENA CORP         CIEN TE        1,802.8      (82.7)    780.7
CIENA CORP         CIEN US        1,802.8      (82.7)    780.7
CINCINNATI BELL    CBB US         2,107.3     (676.7)     (3.2)
CYTORI THERAPEUT   CYTX US           35.2       (3.2)      5.4
DIRECTV            DTV CI        21,905.0   (6,169.0)   (577.0)
DIRECTV            DTV US        21,905.0   (6,169.0)   (577.0)
DIRECTV            DIG1 GR       21,905.0   (6,169.0)   (577.0)
DOMINO'S PIZZA     EZV TH           468.5   (1,322.2)     76.9
DOMINO'S PIZZA     EZV GR           468.5   (1,322.2)     76.9
DOMINO'S PIZZA     DPZ US           468.5   (1,322.2)     76.9
DUN & BRADSTREET   DB5 TH         1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET   DNB US         1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET   DB5 GR         1,849.9   (1,206.3)   (128.9)
DYAX CORP          DYAX US           70.6      (38.8)     41.0
DYAX CORP          DY8 GR            70.6      (38.8)     41.0
EASTMAN KODAK CO   KODN GR        3,815.0   (3,153.0)   (785.0)
EASTMAN KODAK CO   KODK US        3,815.0   (3,153.0)   (785.0)
EDGEN GROUP INC    EDG US           883.8       (0.8)    409.2
EGALET CORP        EGLT US           14.4       (1.5)     (3.1)
ELEVEN BIOTHERAP   EBIO US            5.1       (6.1)     (2.9)
EMPIRE STATE -ES   ESBA US        1,122.2      (31.6)   (925.9)
EMPIRE STATE-S60   OGCP US        1,122.2      (31.6)   (925.9)
ENDURANCE INTERN   EIGI US        1,519.2      (20.5)   (180.2)
ENDURANCE INTERN   EI0 GR         1,519.2      (20.5)   (180.2)
ENTRAVISION CO-A   EV9 GR           448.7       (5.5)     70.2
ENTRAVISION CO-A   EVC US           448.7       (5.5)     70.2
FAIRPOINT COMMUN   FRP US         1,592.6     (406.7)     30.0
FERRELLGAS-LP      FEG GR         1,441.3     (134.9)    (55.6)
FERRELLGAS-LP      FGP US         1,441.3     (134.9)    (55.6)
FREESCALE SEMICO   FSL US         3,047.0   (4,594.0)  1,133.0
FREESCALE SEMICO   1FS TH         3,047.0   (4,594.0)  1,133.0
FREESCALE SEMICO   1FS GR         3,047.0   (4,594.0)  1,133.0
GAWK INC           GAWK US            0.0       (0.0)     (0.0)
GLG PARTNERS INC   GLG US           400.0     (285.6)    156.9
GLG PARTNERS-UTS   GLG/U US         400.0     (285.6)    156.9
GLOBAL BRASS & C   6GB GR           592.5       (8.9)    307.1
GLOBAL BRASS & C   BRSS US          592.5       (8.9)    307.1
GRAHAM PACKAGING   GRM US         2,947.5     (520.8)    298.5
HALOZYME THERAPE   HALO US          110.1       (3.5)     63.2
HALOZYME THERAPE   HALOZ GR         110.1       (3.5)     63.2
HCA HOLDINGS INC   2BH GR        28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC   2BH TH        28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC   HCA US        28,831.0   (6,928.0)  2,342.0
HD SUPPLY HOLDIN   5HD GR         6,518.0     (698.0)  1,346.0
HD SUPPLY HOLDIN   HDS US         6,518.0     (698.0)  1,346.0
HOVNANIAN ENT-A    HOV US         1,759.1     (432.8)    956.3
HOVNANIAN ENT-A    HO3 GR         1,759.1     (432.8)    956.3
HOVNANIAN ENT-B    HOVVB US       1,759.1     (432.8)    956.3
HOVNANIAN-A-WI     HOV-W US       1,759.1     (432.8)    956.3
HUGHES TELEMATIC   HUTCU US         110.2     (101.6)   (113.8)
HUGHES TELEMATIC   HUTC US          110.2     (101.6)   (113.8)
INCYTE CORP        ICY GR           629.6     (193.1)    447.8
INCYTE CORP        INCY US          629.6     (193.1)    447.8
INCYTE CORP        ICY TH           629.6     (193.1)    447.8
INFOR US INC       LWSN US        6,515.2     (555.7)   (303.6)
IPCS INC           IPCS US          559.2      (33.0)     72.1
ISTA PHARMACEUTI   ISTA US          124.7      (64.8)      2.2
JUST ENERGY GROU   1JE GR         1,543.7     (199.3)    (12.4)
JUST ENERGY GROU   JE US          1,543.7     (199.3)    (12.4)
JUST ENERGY GROU   JE CN          1,543.7     (199.3)    (12.4)
KATE SPADE & CO    KATE US          977.5      (32.5)    206.5
KATE SPADE & CO    LIZ GR           977.5      (32.5)    206.5
L BRANDS INC       LTD GR         6,636.0     (820.0)    846.0
L BRANDS INC       LTD TH         6,636.0     (820.0)    846.0
L BRANDS INC       LB US          6,636.0     (820.0)    846.0
LDR HOLDING CORP   LDRH US           77.7       (7.2)     10.3
LEE ENTERPRISES    LE7 GR           820.2     (157.4)      9.9
LEE ENTERPRISES    LEE US           820.2     (157.4)      9.9
LORILLARD INC      LLV TH         3,536.0   (2,064.0)  1,085.0
LORILLARD INC      LLV GR         3,536.0   (2,064.0)  1,085.0
LORILLARD INC      LO US          3,536.0   (2,064.0)  1,085.0
MACROGENICS INC    MGNX US           42.0       (4.0)     11.7
MACROGENICS INC    M55 GR            42.0       (4.0)     11.7
MALIBU BOATS-A     M05 GR            57.2      (32.5)     (2.0)
MALIBU BOATS-A     MBUU US           57.2      (32.5)     (2.0)
MANNKIND CORP      MNKD US          258.6      (30.7)    (51.5)
MANNKIND CORP      NNF1 TH          258.6      (30.7)    (51.5)
MANNKIND CORP      NNF1 GR          258.6      (30.7)    (51.5)
MARRIOTT INTL-A    MAR US         6,794.0   (1,415.0)   (772.0)
MARRIOTT INTL-A    MAQ GR         6,794.0   (1,415.0)   (772.0)
MARRIOTT INTL-A    MAQ TH         6,794.0   (1,415.0)   (772.0)
MDC PARTNERS-A     MD7A GR        1,365.7      (40.1)   (211.1)
MDC PARTNERS-A     MDZ/A CN       1,365.7      (40.1)   (211.1)
MDC PARTNERS-A     MDCA US        1,365.7      (40.1)   (211.1)
MERITOR INC        MTOR US        2,497.0     (808.0)    337.0
MERITOR INC        AID1 GR        2,497.0     (808.0)    337.0
MERRIMACK PHARMA   MACK US          224.2      (16.6)    139.4
MERRIMACK PHARMA   MP6 GR           224.2      (16.6)    139.4
MIRATI THERAPEUT   26M GR            18.5      (24.3)    (25.3)
MIRATI THERAPEUT   MRTX US           18.5      (24.3)    (25.3)
MONEYGRAM INTERN   MGI US         4,786.9      (77.0)     85.2
MORGANS HOTEL GR   M1U GR           572.8     (172.9)      6.5
MORGANS HOTEL GR   MHGC US          572.8     (172.9)      6.5
MPG OFFICE TRUST   MPG US         1,280.0     (437.3)      -
NATIONAL CINEMED   XWM GR         1,067.3     (146.1)    134.0
NATIONAL CINEMED   NCMI US        1,067.3     (146.1)    134.0
NAVISTAR INTL      NAV US         8,315.0   (3,601.0)  1,198.0
NAVISTAR INTL      IHR TH         8,315.0   (3,601.0)  1,198.0
NAVISTAR INTL      IHR GR         8,315.0   (3,601.0)  1,198.0
NEKTAR THERAPEUT   ITH GR           434.5      (89.9)    159.7
NEKTAR THERAPEUT   NKTR US          434.5      (89.9)    159.7
NEW MEDIA INVEST   NEWM US          427.0     (902.4)     35.0
NORCRAFT COS INC   NCFT US          265.0       (6.1)     47.7
NORCRAFT COS INC   6NC GR           265.0       (6.1)     47.7
NORTHWEST BIO      NWBO US            7.6      (14.3)     (9.7)
NORTHWEST BIO      NBYA GR            7.6      (14.3)     (9.7)
NYMOX PHARMACEUT   NYMX US            1.1       (5.9)     (2.3)
OCI PARTNERS LP    OCIP US          460.3      (98.7)     79.8
OCI PARTNERS LP    OP0 GR           460.3      (98.7)     79.8
OMEROS CORP        OMER US           12.0      (23.9)     (1.6)
OMEROS CORP        3O8 GR            12.0      (23.9)     (1.6)
OMTHERA PHARMACE   OMTH US           18.3       (8.5)    (12.0)
PALM INC           PALM US        1,007.2       (6.2)    141.7
PHILIP MORRIS IN   4I1 GR        38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PM1EUR EU     38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PM FP         38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PM1CHF EU     38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PMI SW        38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PM US         38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   4I1 TH        38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN   PM1 TE        38,168.0   (6,274.0)   (214.0)
PLAYBOY ENTERP-A   PLA/A US         165.8      (54.4)    (16.9)
PLAYBOY ENTERP-B   PLA US           165.8      (54.4)    (16.9)
PLY GEM HOLDINGS   PG6 GR         1,088.3      (37.7)    212.1
PLY GEM HOLDINGS   PGEM US        1,088.3      (37.7)    212.1
PROTALEX INC       PRTX US            1.2       (8.6)      0.6
PROTECTION ONE     PONE US          562.9      (61.8)     (7.6)
QUALITY DISTRIBU   QLTY US          427.2      (56.3)     88.8
QUICKSILVER RES    KWK US         1,331.6     (964.5)    234.3
QUINTILES TRANSN   QTS GR         3,066.8     (667.5)    463.4
QUINTILES TRANSN   Q US           3,066.8     (667.5)    463.4
RE/MAX HOLDINGS    RMAX US          252.0      (22.5)     39.1
RE/MAX HOLDINGS    2RM GR           252.0      (22.5)     39.1
REGAL ENTERTAI-A   RETA GR        2,704.7     (715.3)    (41.3)
REGAL ENTERTAI-A   RGC US         2,704.7     (715.3)    (41.3)
RENAISSANCE LEA    RLRN US           57.0      (28.2)    (31.4)
RENTPATH INC       PRM US           208.0      (91.7)      3.6
RETROPHIN INC      17R GR            21.4       (5.8)    (10.3)
RETROPHIN INC      RTRX US           21.4       (5.8)    (10.3)
REVANCE THERAPEU   RVNC US           18.9      (23.7)    (28.6)
REVANCE THERAPEU   RTI GR            18.9      (23.7)    (28.6)
REVLON INC-A       RVL1 GR        1,259.4     (619.8)    192.4
REVLON INC-A       REV US         1,259.4     (619.8)    192.4
RITE AID CORP      RTA GR         7,138.2   (2,228.8)  1,881.2
RITE AID CORP      RAD US         7,138.2   (2,228.8)  1,881.2
RURAL/METRO CORP   RURL US          303.7      (92.1)     72.4
SALLY BEAUTY HOL   SBH US         2,060.1     (291.2)    689.5
SALLY BEAUTY HOL   S7V GR         2,060.1     (291.2)    689.5
SILVER SPRING NE   9SI GR           516.4      (78.1)     95.5
SILVER SPRING NE   9SI TH           516.4      (78.1)     95.5
SILVER SPRING NE   SSNI US          516.4      (78.1)     95.5
SMART TECHNOL-A    SMT US           374.2      (29.4)     71.6
SMART TECHNOL-A    SMA CN           374.2      (29.4)     71.6
SUNESIS PHARMAC    SNSS US           46.6       (5.8)     11.2
SUNESIS PHARMAC    RYIN TH           46.6       (5.8)     11.2
SUNESIS PHARMAC    RYIN GR           46.6       (5.8)     11.2
SUNGAME CORP       SGMZ US            0.1       (2.2)     (2.3)
SUPERVALU INC      SVU US         4,711.0     (983.0)    272.0
SUPERVALU INC      SJ1 TH         4,711.0     (983.0)    272.0
SUPERVALU INC      SJ1 GR         4,711.0     (983.0)    272.0
SUPERVALU INC      SVU* MM        4,711.0     (983.0)    272.0
TANDEM DIABETES    TD5 GR            48.6       (2.8)     13.8
TANDEM DIABETES    TNDM US           48.6       (2.8)     13.8
TAUBMAN CENTERS    TU8 GR         3,506.2     (215.7)      -
TAUBMAN CENTERS    TCO US         3,506.2     (215.7)      -
THRESHOLD PHARMA   THLD US          101.0      (17.5)     74.4
THRESHOLD PHARMA   NZW1 GR          101.0      (17.5)     74.4
TOWN SPORTS INTE   CLUB US          408.9      (40.4)     (3.9)
TOWN SPORTS INTE   T3D GR           408.9      (40.4)     (3.9)
TRANSDIGM GROUP    TDG US         6,292.5     (234.2)    882.4
TRANSDIGM GROUP    T7D GR         6,292.5     (234.2)    882.4
ULTRA PETROLEUM    UPM GR         2,785.3     (331.5)   (278.8)
ULTRA PETROLEUM    UPL US         2,785.3     (331.5)   (278.8)
UNISYS CORP        UIS US         2,510.0     (663.9)    516.0
UNISYS CORP        UIS1 SW        2,510.0     (663.9)    516.0
UNISYS CORP        USY1 TH        2,510.0     (663.9)    516.0
UNISYS CORP        UISCHF EU      2,510.0     (663.9)    516.0
UNISYS CORP        UISEUR EU      2,510.0     (663.9)    516.0
UNISYS CORP        USY1 GR        2,510.0     (663.9)    516.0
VECTOR GROUP LTD   VGR US         1,121.0     (192.6)    316.7
VECTOR GROUP LTD   VGR GR         1,121.0     (192.6)    316.7
VENOCO INC         VQ US            695.2     (258.7)    (39.2)
VERISIGN INC       VRS GR         2,660.8     (423.6)   (226.0)
VERISIGN INC       VRS TH         2,660.8     (423.6)   (226.0)
VERISIGN INC       VRSN US        2,660.8     (423.6)   (226.0)
VINCE HOLDING CO   VNCE US          470.3     (181.2)   (158.1)
VINCE HOLDING CO   VNC GR           470.3     (181.2)   (158.1)
VIRGIN MOBILE-A    VM US            307.4     (244.2)   (138.3)
VISKASE COS I      VKSC US          346.7      (16.3)    106.1
WEIGHT WATCHERS    WW6 GR         1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS    WW6 TH         1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS    WTW US         1,408.9   (1,474.6)    (30.1)
WEST CORP          WT2 GR         3,486.3     (740.2)    363.9
WEST CORP          WSTC US        3,486.3     (740.2)    363.9
WESTMORELAND COA   WLB US           939.8     (280.3)      4.1
WESTMORELAND COA   WME GR           939.8     (280.3)      4.1
WIRELESS ATTACHM   WRSS US            0.0       (0.0)      0.0
XERIUM TECHNOLOG   TXRN GR          626.9      (25.4)    128.4
XERIUM TECHNOLOG   XRM US           626.9      (25.4)    128.4
XOMA CORP          XOMA US           91.0      (13.5)     58.8
XOMA CORP          XOMA GR           91.0      (13.5)     58.8
XOMA CORP          XOMA TH           91.0      (13.5)     58.8
YRC WORLDWIDE IN   YEL1 GR        2,064.9     (597.4)    213.3
YRC WORLDWIDE IN   YEL1 TH        2,064.9     (597.4)    213.3
YRC WORLDWIDE IN   YRCW US        2,064.9     (597.4)    213.3
ZOGENIX INC        ZGNX US           54.6      (13.9)      3.1
ZOGENIX INC        Z08 TH            54.6      (13.9)      3.1
ZOGENIX INC        Z08 GR            54.6      (13.9)      3.1



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***