TCR_Public/140305.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 5, 2014, Vol. 18, No. 63

                            Headlines

1250 OCEANSIDE: Sun Kona Wants Claim Estimated at $627 Million
1250 OCEANSIDE: Wants Settlements Relating to Foreclosure Approved
1250 OCEANSIDE: Creditors Seek to Pursue Insurance Claims
4709 INCORPORATED: Voluntary Chapter 11 Case Summary
710 LONG: Court Denies NLRB's Bid to Stay CBA Rejection Order

710 LONG: Wants Until March 31 to Decide on Unexpired Leases
AFFYMAX INC: Visium Reports 0% Stake as of Dec. 31
ADVANCED MICRO DEVICES: Incurs $83 Million Net Loss in 2013
ALION SCIENCE: Amends Refinancing Agreement with Noteholders
ALTREC INC: Online Outdoor Gear Retailer Sold for $3.25MM

AMERICAN: Appliance Retailer Going Out of Business
AMERICAN AXLE: Thomas Claugus Stake at 4.5% as of Dec. 31
AMERICAN MEDIA: Incurs $50.4 Million Net Loss in Third Quarter
ARCAPITA BANK: Falcon Gas' Reorganization Plan Declared Effective
ARCAPITA BANK: Falcon Wants Accord With Thronson Parties Okayed

ATLANTIC COAST: TFO USA Stake at 6.4% as of Dec. 3
BANKRATE INC: S&P Affirms 'BB-' CCR & Revises Outlook to Stable
BEN FRANKLIN CRAFTS: Closes, to Begin Liquidation Sale
BRAGG COMMUNICATIONS: S&P Revises Outlook & Affirms 'BB-' CCR
CAESARS ENTERTAINMENT: Moody's Caa2 CFR on Review for Downgrade

CASA GRANDE HOSPITAL: Can Hire Geyer Gorey as Antitrust Counsel
CASA GRANDE HOSPITAL: Grant Thornton Okayed as Financial Advisor
CASA GRANDE HOSPITAL: Court Approves Brownstein as Bankr. Counsel
CEREPLAST INC: Horizon Technology Seeks to Terminate Stay
CHART INDUSTRIES: S&P Raises Sr. Subordinated Debt Rating to 'BB-'
CHINA SHIANYUN: Files Amendment to 2012 Annual Report

CNO FINANCIAL: S&P Puts BB Rating on Watch Pos. Over Conseco Sale
COMMERCIAL SELF: Case Summary & 4 Unsecured Creditors
CONSECO LIFE: S&P Puts 'B' Rating on Watch Pos. After Wilton Deal
CONSOL ENERGY: S&P Affirms 'BB' CCR, Off CreditWatch
CONSTAR INTERNATIONAL: Committee Taps A&M as Financial Advisor

CUMULUS MEDIA: Posts $40 Million Operating Income in Q4
DEEP CREEK BREWING: Case Summary & 20 Largest Unsecured Creditors
DETROIT, MI: Reaches Pension Swap Settlement
DPV II: Voluntary Chapter 11 Case Summary
DREAM ON ENTERPRISES: Voluntary Chapter 11 Case Summary

EDGENET INC: Wins Final Approval to Use Liberty Partners' Cash
EDGENET INC: March 11 Hearing on Hiring of Frazier as Accountants
EDGENET INC: Taps GlassRatner as Financial Advisor
EDMS LLC: Chapter 11 Bankruptcy Petition Filed
EFUSION SERVICES: March 11 Preliminary Hearing on Case Dismissal

ENDEAVOUR INTERNATIONAL: Bay Resource Shares at 0% as of Dec. 31
EXIDE TECHNOLOGIES: Court Extends Deadline to Remove Actions
FIAT CHRYSLER: Withdraws Request for Canadian Subsidies
GELT PROPERTIES: Plan Confirmation Hearing Today
GELT PROPERTIES: Modifies Plan Without Re-Solicitation of Votes

GENERAL MOTORS: Launches Probe Into Ignition Switch Recall
GEOMET INC: Has Agreement to Sell Remaining Assets for $107-Mil.
GLYECO INC: Leonid Frenkel Stake at 9.9% as of Dec. 31
GRANT WRIGHT: Case Summary & 8 Unsecured Creditors
GREEN FIELD: Signs Agreement With Lorenzo to Lift Automatic Stay

HCA INC: Moody's Rates $3BB Secured Notes Ba3 & Retains B1 CFR
HCA INC: S&P Assigns 'BB' Rating on $3BB Senior Secured Notes
HEALTHWAREHOUSE.COM INC: Janice Marra Stake at 6.3% as of Dec. 31
HELIX ENERGY: S&P Withdraws 'B+' CCR at Company's Request
HOPE 7 MONROE: D.C. Circuit Rejects Appeal in RIASO Dispute

HOSTESS BRANDS: Kansas Labor Agency Opposes KCI Claim Estimation
IMPERIAL METALS: Moody's Assigns B2 Corporate Family Rating
IMPLANT SCIENCES: Incurs $4.4 Million Net Loss in Dec. 31 Qtr.
INTELLIPHARMACEUTICS INT'L: Broadfin No Longer a Shareholder
INTELLIPHARMACEUTICS INT'L: Tekla Reports 9.9% Stake

INTERNATIONAL FUEL: John Hennessy Stake at 7.9% as of April 11
IVANHOE RANCH: Essel Enterprises Asks Court to Lift Stay
IVANHOE RANCH: Lembcke May Proceed With Compensation Claims
J.C. PENNEY: S&P Revises Outlook to Stable & Affirms 'CCC+' CCR
KASPER LAND: Voluntary Chapter 11 Case Summary

KU-RING GAI RIDGE: Case Summary & 20 Largest Unsecured Creditors
LAFAYETTE YARD: Court Rejects Key Employee Retention Plan
LAUREL VALLEY: No Bifurcation of Hearing in Suit Against McIntosh
LEJ PROPERTIES: Voluntary Chapter 11 Case Summary
LIBERATOR INC: Posts $95,000 Net Income in Dec. 31 Quarter

LILY GROUP: May Not Hire Balloting or Claims Agent
LONG BEACH MEDICAL: Has Until March 19 to File Schedules
LONG BEACH MEDICAL: Proofs of Claim Due April 25
LONG BEACH MEDICAL: Employs GCG as Claims & Noticing Agent
LPATH INC: HBM Healthcare Stake at 5.2% as of Dec. 31

MACH GEN: Files for Chapter 11 Bankruptcy in Delaware
MACH GEN: Case Summary & 30 Largest Unsecured Creditors
MCGRAW-HILL GLOBAL: Moody's Rates $688MM Senior Secured Debt 'B2'
MCGRAW-HILL GLOBAL: S&P Assigns 'B+' CCR; Outlook Stable
MEDIA GENERAL: PWC Dismissed as Young's Accountants

MI PUEBLO: Has Until April 17 to Decide on Unexpired Leases
N AND N CONSTRUCTION: Chapter 11 Bankruptcy Petition Filed
NASSAU TOWER: Santander Bank Conditionally OKs Sale of NJ Assets
NATIVE WHOLESALE: Hearing Today on Chapter 7 Conversion Bid
NII HOLDINGS: Moody's Lowers Corporate Family Rating to 'Caa1'

NII HOLDINGS: S&P Lowers CCR to 'CCC+' on Weak 4th Qtr. Results
OCWEN ASSETS TRUST: Creditors' Meeting on March 10
OHCMC-OSWEGO LLC: Bank Seeks Waiver of Compliance to Sec. 543(b)
ONE HIGHLAND: Case Summary & 9 Unsecured Creditors
ORCHARD SUPPLY: Files Form 15 to Suspend SEC Reporting

OSP GROUP: Moody's Rates $465MM Senior Secured 1st Lien Debt 'B1'
OVERSEAS SHIPHOLDING: Plan Support Agreement With Lenders Revised
OVERSEAS SHIPHOLDING: Approval of Transition Services Deal Sought
OVERSEAS SHIPHOLDING: Responds to SEC Inquiry
PATTON BOGGS: Hires Advisers to Aid in Financial Overhaul

PLANDAI BIOTECHNOLOGY: Delays Form 10-Q for Dec. 31 Quarter
PLYMOUTH OIL: Court Extends Deadlines in Avoidance Suit
PRECISION OPTICS: Incurs $252,000 Net Loss in Dec. 31 Quarter
PRECISION OPTICS: DAFNA Capital Stake at 8.6% as of Dec. 31
QUANTUM FOODS: Employs Young Conaway as Delaware Counsel

QUANTUM FOODS: Taps FTI Consulting for CRO and Support Personnel
QUANTUM FOODS: Proposes to Hire City Capital as Investment Banker
RADIOSHACK CORP: Plans to Close Up to 1,100 Stores
RCS CAPITAL: S&P Assigns 'B+' Issuer Credit Rating; Outlook Stable
RESTORA HEALTHCARE: Has Interim OK to Obtain $4.0MM in DIP Loans

RICCO INC: Reeds Withdraw Appeal From Sale Order
RIDGEWOOD FAMILY: Files for Chapter 7 Liquidation
ROYAL SUPPLY: Case Summary & 16 Largest Unsecured Creditors
SALON MEDIA: Incurs $299,000 Net Loss in Fiscal Third Quarter
SARKIS INVESTMENT: Asserts Plan Filing Extension Necessary

SHANGHAI CHAORI: Unable to Repay Interest Due on a Bond March 7
SHOTWELL LANDFILL: Has Deal With Caterpillar on Use of Collateral
SIONIX CORP: Delays Form 10-Q for Dec. 31 Quarter
SORENSON COMMUNICATIONS: Case Summary & 30 Top Unsec. Creditors
SORENSON COMMUNICATIONS: Moody's Cuts PDR to D Over Ch.11 Filing

SOUND SHORE: Physicians Have Until March 6 to File Admin. Claims
SPECTRASCIENCE INC: Raised $370,000 in Securities Sale
SR REAL ESTATE: Sargent Ranch Bankruptcy Dismissed Again
STEAK N SHAKE: S&P Gives 'B' CCR & Rates $30MM Revolver Debt 'B+'
SWJ MANAGEMENT: Voluntary Chapter 11 Case Summary

STOCKTON, CA: Says Plan Should Be Confirmed; Hearing Moved to May
STOCKTON, CA: Franklin Objects to Plan Confirmation
SWEETWATER CREEK: Voluntary Chapter 11 Case Summary
TDF INVESTMENTS: Files for Chapter 7 in Florida
TELECONNECT INC: Incurs $875K Net Loss in Dec. 31 Quarter

TERRA-EX LAND: Chapter 11 Bankruptcy Petition Filed
THERAPEUTICSMD INC: FMR LLC Holds 6.5% Equity Stake
THERAPEUTICSMD INC: Wellington Mgt. Stake at 14% as of Dec. 31
THERAPEUTICSMD INC: RA Capital Stake at 8% as of Dec. 31
TLC ASSET & PROPERTY: Voluntary Chapter 11 Case Summary

VISUALANT INC: Austin Marxe Stake at 9.6% as of Dec. 31
USEC INC: Further Amends Cooperative Agreement with DOE
WALLDESIGN INC: Painters & Carpenters CBAs Unaltered by Plan
XTREME POWER: Bakers Botts Hiring Approved on Interim Basis
XZERES CORP: Marquam Asset Stake at 4.07% as of Nov. 30

ZUFFA LLC: S&P Raises Rating on $510MM Sr. Sec. Facility to 'BB+'

* Bankruptcy Filings in Napa County Decline

* Fairholme Wants Fannie, Freddie Re-listed on NYSE


                             *********


1250 OCEANSIDE: Sun Kona Wants Claim Estimated at $627 Million
--------------------------------------------------------------
James A. Wagner, Esq., at Wagner Choi & Verbrugge, on behalf of
creditor Sun Kona Finance I, LLC, asked the Bankruptcy Court to
estimate its proof of claim at $627,166,062 for the purpose of
confirming 1250 Oceanside Partners, et al., and Sun Kona's Third
Amended Joint Plan of Reorganization dated Nov. 22, 2013.

SKFI is the current holder of certain indebtedness originated by
Bank of Scotland -- formerly known as the Governor and Company of
the Bank of Scotland -- forming the basis for SKFI's proof of
claim.

1250 Oceanside Partners, its affiliates and lender Sun Kona
Finance I LLC, won court approval of the disclosure statement
explaining a reorganization plan that would turn over ownership to
the secured lender.  Sun Kona would provide a $65 million exit
facility to help make payments under the plan and to fund the
reorganized company when it leaves court protection.

In a separate filing, Sun Kona submitted a memorandum of support
of confirmation of the Third Amended Plan.  Sun Kona asserted that
the Plan complies with the provisions of the Bankruptcy Code and
meets the requirements of 11 U.S.C. Section 1129, and that the
Plan is feasible.

As reported in the Troubled Company Reporter on Feb. 11, 2014, the
Hon. Robert J. Faris will convene a hearing commencing April 2,
2014, at 9:30 a.m., to consider confirmation of the Third Amended
Plan.  The Court signed on Jan. 28, 2014, an order approving the
Disclosure Statement explaining the Joint Consolidated Plan dated
Nov. 22, 2013.

The order also approved these deadlines in relation to the Plan:

   Feb. 19:                Deadline for Plan Proponents to file
                           their opening confirmation brief
                           together will all additional export
                           reports and all other direct testimony
                           of intended witnesses;

   March 12:               (i) last day for objecting creditors to
                           provide their opposing confirmation
                           briefs, and to file export reports
                           together with all other direct
                           testimony of intended witness; and

                           (ii) last day for objecting parties to
                           depose witnesses identified by Plan
                           Proponents as of Feb. 19;

   March 26:               (i) last day for Plan proponents to
                           depose witnesses identified by
                           objecting parties;

                           (ii) last day for Plan Proponents to
                           file and serve their reply brief.

Plan votes are due 4:00 p.m. on the day that is 14 days before the
confirmation hearing date.

                        Third Amended Plan

As reported in the TCR, the Third Amended Plan was filed in light
of a lawsuit filed by William Batiste in October.

On Oct. 10, 2013, William Batiste and certain other lot owners
commenced an adversary proceeding entitled William Batiste, et
al., vs. Sun Kona Finance I, LLC, Adv. Proc. No. 13-90068, in the
Bankruptcy Court.  The suit alleges that Bank of Scotland, SKFI
(which acquired the Bank of Scotland loan), and other entities
engaged in negligent and willful and wrongful acts that caused
harm to lot owners.  SKFI does not believe that the claims
asserted against SKFI have any merit and intend to vigorously
oppose the claims in the lawsuit.

To prevent a delay in confirmation due to the litigation, the plan
proponents say the Third Amended Plan provides for the appropriate
treatment of the Class 9 Allowed Oceanside General Unsecured
Claims in the event that the Court in the future enters a judgment
determining that the SKFI claim should be subordinated in whole or
in part (Count I of the Batiste Action), or that the SKFI claim
should be reclassified as equity in whole or in part (Count II of
the Batiste Action).  The plan proponents intend to request that
the issues raised by Count III (which seeks to disallow SKFI's
claims due to SKFI's failure to adequately support its claims and
on other grounds) be resolved by the Court as part of the
confirmation process, without prejudice to the Court's resolution
of Counts I and II at a later date.

The amendments, according to the plan proponents, should allow the
confirmation of the Plan in a timely manner, the payment of other
allowed claims, and the continued development of the Hokuli'a
Project in the best interest of all parties.

The Plan provides that the additional capital necessary for the
Debtor to emerge from Chapter 11 will be provided by the exit loan
from SKFI which will provide the Debtors with a line of credit of
up to $65,000,000.  Based on the Debtors' projections, the exit
loan will allow the Debtor to pay its outstanding administrative
claims and cure claims upon emergence, pay all other restructured
debts as they become due, and will provide adequate working
capital for the Debtors going forward.  Because resolution of the
Batiste Action may impact the treatment of Class 9 claims, it is
anticipated that no distributions will be made on Class 9 Claims
until the Batiste Action is resolved.

A copy of the Disclosure Statement dated Nov. 22, 2013, is
available for free at:

   http://bankrupt.com/misc/1250_Sun_Kona_DS_112213.pdf

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel.


1250 OCEANSIDE: Wants Settlements Relating to Foreclosure Approved
------------------------------------------------------------------
1250 Oceanside Partners, et al., ask the U.S. Bankruptcy Court for
the District of Hawaii to approve agreements respecting deeds in
lieu of foreclosure with various borrowers.

The Court will convene a hearing on March 17, 2014, at 10:30 a.m.,
to consider approval of the deals.

According to the Debtors, Oceanside has negotiated potential deed
in lieu of foreclosure agreements with two of its borrowers (i)
Hideyuki Tanigami and July Bogard-Tanigami, as co-trustee; and
(ii) Norma Fodter Maddy, as trustee.

The agreement provides for, among other things:

   1. Tanigami and Maddy to convey their respective properties
      and interests in the Club at Hokuli'a to Oceanside;

   2. Tanigami and Maddy to release their subject claims against
      Oceanside;

   3. the payment of accrued obligations to the Hokulia Community
      Association, Inc., Hujulia Park and Cultural Sites
      Association, and the Club at Hokulai, Inc.; and

   4. Oceanside to release Tanigami and Maddy from any further
      claims under the subject loan documents.

A copy of the settlement is available for free at:

   http://bankrupt.com/misc/1250OCeanside_687_MOTsettlement.pdf

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

1250 Oceanside Partners, its affiliates and lender Sun Kona
Finance I LLC, won court approval of the disclosure statement
explaining a reorganization plan that would turn over ownership to
its secured lender.  Sun Kona would provide a $65 million exit
facility to help make payments under the plan and to fund the
reorganized company when it leaves court protection.  The
Bankruptcy Court will convene a hearing commencing April 2, 2014,
at 9:30 a.m., to consider confirmation of the Third Amended Plan
co-proposed by the Debtor and Sun Kona.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel.


1250 OCEANSIDE: Creditors Seek to Pursue Insurance Claims
---------------------------------------------------------
Alan J. Ma, Esq., at Durrett, Rosehill & Ma, LLLP, on behalf of
creditors T Group Capital, LLC, Howard L. Hawks, and Mark T.
Mowat, asks the U.S. Bankruptcy Court for the District of Hawaii
for relief from the automatic stay in the Chapter 11 case of 1250
Oceanside Partners, et al.

The Creditors want the automatic stay lifted so they may assert
potential claims under insurance policies, including the policy
with Greenwich Insurance Company.

The Creditors contend that the Debtor will not be prejudiced by
the granting of relief from the automatic stay, as the Creditors
are only requesting relief from the stay to submit the claims to
the insurance companies so that the same insurance companies can
make a determination as to whether there is any indemnity coverage
for the claims which may be asserted by creditors under the
insurance policies and the Greenwich policy.

Greenwich is providing insurance coverage for the Debtor in a
Third Circuit litigation filed by William Batiste and Virginia
Batiste, as trustees of the William and Virginia Batiste Revocable
Trust dated Jan. 23, 2001, Richard Dvorak and Teresa Dvorak as
trustees of the Richard L. Dvorak Living Trust, Jennie Ann
Freiman, individually and as trustee of the Jennie Ann Freiman
Profit Sharing Trust, and Stuart Mendel individually and as
trustee of the Jennie Ann Freiman Profit Sharing Trust, under
Private Company Reimbursement Insurance Policy No. ELU099473-07.

According to the Creditors, prior to the Debtors' bankruptcy
filing, the Debtor was named as a defendant in various lawsuits
filed in the Circuit Court of the Third Circuit, State of Hawaii,
including Allen, et al. v. T Group Capital, LLC, et al., Chung
Family Investments, LLC v. T Group Capital, LLC, et al., and
William H. Wilton, trustee of the William H. Wilton Living Trust
dated December 4, 2008 v. T Group Capital, LLC, et al.  The
Creditors are also named defendants in the Allen Litigation, the
Chung Litigation and the Wilton Litigation.

The Creditors assert that the insurance policies are assets of the
Debtor's estate.  As an asset of the Debtor's estate, the
automatic stay prohibits them from tending claims against the
insurance policies.  However, a party-in-interest is entitled to
relief from the automatic stay "for cause, including the lack of
adequate protection of an interest in property of such party in
interest."

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

1250 Oceanside Partners, its affiliates and lender Sun Kona
Finance I LLC, won court approval of the disclosure statement
explaining a reorganization plan that would turn over ownership to
its secured lender.  Sun Kona would provide a $65 million exit
facility to help make payments under the plan and to fund the
reorganized company when it leaves court protection.  The
Bankruptcy Court will convene a hearing commencing April 2, 2014,
at 9:30 a.m., to consider confirmation of the Third Amended Plan
co-proposed by the Debtor and Sun Kona.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel.


4709 INCORPORATED: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: 4709 Incorporated
        7602 Brookhollow cove
        7602 Brookhollow cove
        Austin, TX 78752

Case No.: 14-10340

Chapter 11 Petition Date: March 3, 2014

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Hon. Tony M. Davis

Debtor's Counsel: Jeffrey S. Kelly, Esq.
                  THE KELLY LEGALGROUP, PLLC
                  PO Box 2125
                  Austin, TX 78701
                  Tel: 512-505-0053
                  Fax: 512-505-0054
                  Email: jkelly@kellylegalgroup.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

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


710 LONG: Court Denies NLRB's Bid to Stay CBA Rejection Order
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
denied National Labor Relations Board's request for a stay of the
Court's order dated Feb. 3, 2014, granting the motion for relief
under Bankruptcy Code Section 1113(c) filed by 710 Long Ridge Road
Operating Company II, LLC, et al.

As reported by The Troubled Company Reporter, the Bankruptcy Court
authorized the Debtors to reject the continuing economic terms of
the expired CBAs with New England Health Care Employees Union,
District 1199, SEIU (Union); and implement the terms and
conditions of the Modified 1113(b) proposals.

In denying the NLRB's bid for a stay of the ruling, the Court said
(i) the likelihood of success on appeal does not exist; (ii) the
NLRB will not suffer irreparable harm if the stay is not granted;
(iii) a stay would cause harm to other parties, namely the
Debtors, if granted, and perhaps even to terminate the proceedings
and the prospect of any reorganization, and (iv) a stay is not in
the public interest.

The Court also noted that the Union may have many reasons for its
inactivity in not seeking a stay, and that it can be inferred that
based on the Union having not joined in the NLRB Stay Motion, the
Union does not agree that their members are irreparably injured,
or that there is a likelihood of success on the merits.

The NLRB is represented in the case by Abby Propis Simms, Esq.,
Nancy E. Kessler Platt, Esq., Dawn L. Goldstein, Esq., Paul
Thomas, Esq., and Julie Kaufman, Esq., in Washington, D.C.

          About 710 Long Ridge Road Operating Company II

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

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

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

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

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

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

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


710 LONG: Wants Until March 31 to Decide on Unexpired Leases
------------------------------------------------------------
710 Long Ridge Road Operating Company II, LLC, et al., ask the
U.S. Bankruptcy Court for the District of New Jersey to approve a
consent order further extending the time to assume or reject their
unexpired leases of non-residential real property.

The landlords consented to the requested extension.

The principal terms of the proposed consent order are summarized
as:

   a) pursuant to Section 365(d)(4)(B)(ii) of the Bankruptcy Code,
      and subject to the terms of the stipulations, the Debtors'
      time to assume or reject all their unexpired leases is
      extended until (i) March 31, 2014, and (ii) the date
      upon which the Court enters an order with respect to
      confirmation of the First Amended Joint Chapter 11 Plan of
      Reorganization of the Debtors, as modified.

   b) the Court will retain exclusive jurisdiction to (i) enforce
      and implement the terms and provisions of the stipulations,
      and (ii) resolve any disputes arising under or in connection
      with the stipulations and any related documents.
      Furthermore, the Court will retain exclusive jurisdiction to
      interpret, implement, and enforce the provisions of the
      consent order.

          About 710 Long Ridge Road Operating Company II

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

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

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

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

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

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

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


AFFYMAX INC: Visium Reports 0% Stake as of Dec. 31
--------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Visium Balanced Master Fund, Ltd., and its
affiliates disclosed that as of Dec. 31, 2013, they did not
beneficially own any shares of common stock of Affymax, Inc.  A
copy of the regulatory filing is available at:

                         http://is.gd/8RxTbh

                            About Affymax

Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based
in Palo Alto, California.  In March 2012, the U.S. Food and Drug
Administration approved the Company's first and only product,
OMONTYS(R) (peginesatide) Injection for the treatment of anemia
due to chronic kidney disease in adult patients on dialysis.
OMONTYS is a synthetic, peptide-based erythropoiesis stimulating
agent, or ESA, designed to stimulate production of red blood cells
and has been the only once-monthly ESA available to the adult
dialysis patient population in the U.S.  The Company co-
commercialized OMONTYS with its collaboration partner, Takeda
Pharmaceutical Company Limited, or Takeda during 2012 until
February 2013, when the Company and Takeda announced a nationwide
voluntary recall of OMONTYS as a result of safety concerns.

The Company's balance sheet at Sept. 30, 2013, showed $15.54
million in total assets, $16.41 million in total liabilities and a
$869,000 total stockholders' deficit.

                  Going Concern/Bankruptcy Warning

"We have experienced significant operating losses since inception.
We expect to continue to incur operating losses.  Our only source
of potential proceeds are milestone payments from Takeda related
to a reintroduction of OMONTYS which is highly uncertain.  We may
never generate additional revenues and, even if we do generate
revenue in the future, we may never achieve or sustain
profitability.

"If Takeda is unable to identify quickly the causes of the OMONTYS
safety concerns or raise additional funds when required or on
acceptable terms, we may have to:

   * discontinue operations;

   * relinquish some or all of our existing rights to OMONTYS
     milestones, royalties or other existing rights; or

   * pursue alternatives such as sale of the Company or its
     assets, a corporate merger, wind-down of operations or even
     bankruptcy proceedings," the Company said in its quarterly
     report for the period ended Sept. 30, 2013.

"Because we have not made an irrevocable decision to liquidate,
the accompanying condensed financial statements have been prepared
under the assumption of a going concern basis that contemplates
the realization of assets and liabilities in the ordinary course
of business.  Operating losses have been incurred each year since
inception, resulting in an accumulated deficit of $556.7 million
as of September 30, 2013.  Nearly all of our revenues to date have
come from our collaboration with Takeda.  As a result of the
February 23, 2013 nationwide voluntary recall of OMONTYS and the
suspension of all marketing activities, there is significant
uncertainty as to whether we will have sufficient existing cash to
fund our operations for the next 12 months.  Our liabilities
exceed our assets.  Given our limited resources, there is no
assurance that we will be able to reduce our operating expenses
enough to meet our existing and future obligations and conduct
ongoing operations.  If we do not have sufficient funds to
continue operations, we could be required to liquidate our assets,
seek bankruptcy protection or other alternatives.  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.  These matters
raise substantial doubt about our ability to continue as a going
concern," the Company added.


ADVANCED MICRO DEVICES: Incurs $83 Million Net Loss in 2013
-----------------------------------------------------------
Advanced Micro Devices, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $83 million on $5.29 billion of net revenue for the
year ended Dec. 28, 2013, as compared with a net loss of $1.18
billion on $5.42 billion of net revenue for the year ended
Dec. 29, 2012.

The Company's balance sheet at Dec. 28, 2013, showed $4.33 billion
in total assets, $3.79 billion in total liabilities and $544
million in total stockholders' equity.

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

                        http://is.gd/3fP8w2

                    About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company. The Company's products include x86
microprocessors and graphics.

                          *     *     *

In August 2013, Standard & Poor's Ratings Services revised its
outlook on Advanced Micro to negative from stable.  At the same
time, S&P affirmed its 'B' corporate credit and senior unsecured
debt ratings on AMD.

As reported by the TCR on Feb. 4, 2014, Fitch Ratings has affirmed
the 'CCC' long-term Issuer Default Rating (IDR) for Advanced Micro
Devices Inc.  The rating reflects Fitch's expectations for
negative near-term free cash flow (FCF) and limited top-line
visibility, despite solid product momentum heading into 2014.

In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service
lowered Advanced Micro Devices' corporate family rating to B2 from
B1.  The downgrade of the corporate family rating to B2 reflects
AMD's prospects for weaker operating performance and liquidity
profile over the next year as the company commences on a multi-
quarter strategic reorientation of its business in the face of a
challenging macro environment and a weak PC market.


ALION SCIENCE: Amends Refinancing Agreement with Noteholders
------------------------------------------------------------
Alion Science and Technology Corporation, on Dec. 24, 2013,
entered into an agreement with ASOF II Investments, LLC, and
Phoenix Investment Adviser LLC.  The Supporting Noteholders and
their respective affiliates, including certain private funds and
accounts they manage, hold, in the aggregate, approximately 66.7
percent of the principal amount of Alion's outstanding 10.25
percent senior notes due 2015 issued pursuant to that certain
indenture, dated as of Feb. 8, 2007, among the Company, Wilmington
Trust Company, as trustee, and the subsidiary guarantors named
therein.

On Feb. 13, 2014, Alion entered into an amendment to the
Refinancing Support Agreement with the Supporting Noteholders
which, other things:

    (i) permits the Company, at its option, to increase the
        maximum credit available under the New Revolving Facility
        from $45 million to an amount not in excess of $65
        million, upon approval by the lenders thereunder;

   (ii) extends the date by which the refinancing transactions
        contemplated by the Refinancing Support Agreement must be
        completed from March 21, 2014, to April 28, 2014;

  (iii) deletes the Supporting Noteholders' right to terminate the
        Refinancing Support Agreement with respect to the
        condition that the Tender/Exchange Offer be commenced
        within 50 days following the execution of the Refinancing
        Support Agreement;

   (iv) increases the amount of upfront fees (which may be in the
        form of original issue discount) payable to the lenders
        under the New Second Lien Term Facility by 50 basis
        points;

    (v) adjusts the anti-dilution trigger for the New Warrants
        based on sales below the then Current Market Value of the
        Company's common stock and adds an anti-dilution trigger
        in the event certain liquidity events were to occur on or
        before March 15, 2017;

   (vi) changes the date on which the Series A Holder may instruct
        the Company to undertake a sale process from the third
        anniversary of the Closing to Sept. 30, 2016, and adjusts
        the call premium on the Third Lien Notes commensurately;
        and

  (vii) changes the voting mechanism by which New Warrant holders
        may waive or amend certain restrictions to be set forth in
        the Company's Certificate of Designations.

As consideration for ASOF's agreement to extend its commitment to
fund the New Second Lien Term Facility through and including the
Outside Date, Alion agreed to pay ASOF a $750,000 commitment
extension fee, which is earned and payable upon the Closing.

A full-text copy of the Amendment to the Refinancing Support
Agreement is available for free at http://is.gd/yYHrU3

On Feb. 14, 2014, Alion Science and Technology Corporation
disclosed with the U.S. Securities and Exchange Commission the
following non-public information.

     Consolidated EBITDA (as defined in the Company's Credit
     Agreement  dated as of March 22, 2010, as amended) for the
     twelve months ended December 31, 2013, was approximately
     $69.5 million, and for the three months ended December 31,
     2013, was approximately $15.3 million.

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

                        http://is.gd/lBeB22

                         About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science has been reporting losses for four consecutive years
from Sept. 30, 2010, to Sept. 30, 2013.  In 2013, Alion Science
incurred a net loss of $36.59 million.

The Company's balance sheet at Sept. 30, 2013, showed $624.62
million in total assets, $793.86 million in total liabilities,
$61.89 million in redeemable common stock, $20.78 million in
common stock warrants, $130,000 in accumulated other comprehensive
loss and a $252.05 million accumulated deficit.

Deloitte & Touche LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company does not expect to be able to repay its existing
debt at their scheduled maturities.  The Company's financing
needs, its recurring net losses, and its excess of liabilities
over assets raise substantial doubt about its ability to continue
as a going concern, the auditors stated.

                         Bankruptcy Warning

The Company said in the Annual Report for the year ended Sept. 30,
2013, "Management's cash flow projections indicate that absent a
refinancing transaction or series of transactions, the Company
will be unable to pay the principal and accumulated unpaid
interest on its Secured Notes and Unsecured Notes when those
instruments mature in November 2014 and February 2015,
respectively.  Our liabilities exceed our assets and we do not
have sufficient cash flow from operating activities to repay the
Secured and Unsecured Notes at maturity.  Our history of
continuing losses, our financial position, and the substantial
liquidity needs we face, could make refinancing our debt more
difficult and expensive and raises substantial doubt about the
Company's ability to continue as a going concern.  Management is
actively engaged in the process of refinancing our existing
indebtedness, including identifying additional potential sources
of cash to refinance, retire or amend Alion's existing long term
debt agreements."

"We have reached a preliminary understanding with the holders of a
majority of our outstanding Unsecured Notes regarding potential
refinancing transactions involving our outstanding indebtedness
and are negotiating a definitive agreement.  However, management
can provide no assurance that Alion will be able to enter into a
definitive agreement or conclude a refinancing of its Unsecured
Notes or that additional financing will be available to retire or
replace its Secured Notes, and if available, that the terms of any
transaction would be favorable.  Default under the Unsecured Note
Indenture or the Secured Note Indenture could allow our debt
holders to declare all amounts outstanding under the revolving
credit facility, the Secured Notes and the Unsecured Notes to be
immediately due and payable.  Any event of default could have a
material adverse effect on our business, financial condition and
operating results if creditors were to exercise their rights,
including proceeding against substantially all of our assets that
secure the Credit Agreement and the Secured Notes, and possibly
cause us to invoke insolvency proceedings including, but not
limited to, a voluntary case under the U.S. Bankruptcy Code,"
the Company added.


ALTREC INC: Online Outdoor Gear Retailer Sold for $3.25MM
---------------------------------------------------------
Allan Brettman, writing for The Oregonion, reports that Bankruptcy
Judge Randall Dunn in Portland, Ore., on Monday approved the sale
of substantially all of the assets of Altrec, Inc., a Redmond
outdoor equipment e-commerce retailer, to Active Boarder Corp.,
another online retailer, for $3.25 million.  The sale scheduled to
close Wednesday.

Active Boarder, based in St. Paul, Minn., sells snowboarding and
other gear online as TruSnow.com, and is affiliated with Active
Sports Inc., which operates the-house.com, another outdoor
e-commerce retailer, according to The Bulletin of Bend.  The
Oregonion said Steve Poindexter, president of Active Boarder since
it was formed in 2009 and president of Active Sports since 1996,
did not respond to a phone call and email seeking comment.

The report notes that a court filing dated Feb. 18, says that upon
sale closing, Altrec "will terminate the employment of all (or
nearly all) of its employees." It also says Active Boarder
"intends to offer employment to no more than ten Altrec
employees."  The Bulletin of Bend has reported previously that
Altrec has about 20 employees.

                         About Altrec Inc.

Redmond, Washington-based Altrec, Inc., an Internet retailer of
outdoor apparel and equipment, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Ore. Case No. 14-30037) on
Jan. 6, 2014.  The case is assigned to Judge Randall L. Dunn.

The Debtor's counsel is David A Foraker, Esq., at Greene &
Markley, P.C., in Portland, Oregon.  The petition was signed by
Michael Morford, president.

The Company scheduled $2,141,695 in total assets and $23,295,438
in total liabilities.  A full-text copy of the schedules is
available for free at http://bankrupt.com/misc/ALTRECsal0129.pdf

An official committee of unsecured creditors was appointed by the
U.S. Trustee on Jan. 14.  The Committee members are Columbia
Sportswear, Keen, Inc., Icebreaker Nature Clothing, Amer Sports
Winter & Outdoor Co, Arcteryx Equipment, Inc., Patagonia, and The
North Face, Inc.  Cooley LLP serves as lead co-counsel to the
Committee.  McKittrick Leonard LLP serve as as local co-counsel to
the Committee.


AMERICAN: Appliance Retailer Going Out of Business
--------------------------------------------------
CBS4 News reports that American, an appliance and electronic
retailer in the Quad Cities, is going out of business.  The
closure of its 11 locations affects nearly 1,000 employees.

The report notes that American said that after 60 years in
business, the company will close after it completes a liquidation
sale beginning Feb. 20.

American Chief Executive Officer Doug Reuhl says although it's a
"sad moment,'' it's also time to recognize dedicated employees and
loyal customers, the report relates.  Mr. Reuhl, the report notes,
said American's 989 employees have been notified and will remain
employed through the closing process.

The locations include seven in Wisconsin and two each in Illinois
and Iowa.


AMERICAN AXLE: Thomas Claugus Stake at 4.5% as of Dec. 31
---------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Thomas E. Claugus and his affiliates
disclosed that as of Dec. 31, 2013, they beneficially owned
3,368,700 shares of common stock of American Axle & Manufacturing
Holdings, Inc., representing 4.5 percent of the shares
outstanding.  Mr. Claugus previously reported beneficial ownership
of 6,438,200 shares at May 7, 2012.  A copy of the regulatory
filing is available for free at http://is.gd/3nVcBY

                        About American Axle

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

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

                           *     *     *

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

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

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


AMERICAN MEDIA: Incurs $50.4 Million Net Loss in Third Quarter
--------------------------------------------------------------
American Media, Inc., held an earnings conference call on Feb. 18,
2014, to discuss the financial results for the three and nine
month periods ended Dec. 31, 2013.

American Media reported a net loss of $50.40 million on $74.64
million of total operating revenues for the three months ended
Dec. 31, 2013, as compared with a net loss of $57.93 million on
$85.31 million of total operating revenues for the same period a
year ago.

For the nine months ended Dec. 31, 2013, the Company incurred a
net loss of $51.35 million on $255.64 million of total operating
revenues as compared with a net loss of $61.15 million on $262.42
million of total operating revneues for the same period during the
prior year.

As of Dec. 31, 2013, the Company had $565.84 million in total
assets, $692.81 million in total liabilities, $3 mmillion in
redeemable noncontrolling interest, and a $129.97 million total
stockholders' deficit.

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

                        http://is.gd/p2Sbzm

                        About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan.  The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

American Media incurred a net loss of $55.54 million on $348.52
million of total operating revenues for the fiscal year ended
March 31, 2013, as compared with net income of $22.29 million on
$386.61 million of total operating revenues for the fiscal year
ended March 31, 2012.

                           *     *     *

As reported by the TCR on Nov. 20, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Boca Raton, Fla.-
based American Media Inc. to 'CCC+' from 'SD'.

"The upgrade follows the company's exchange of $94.3 million of
its $104.9 million 13.5% second-lien cash-pay notes due 2018 for
privately held $94.3 million 10% second-lien notes due 2018," said
Standard & Poor's credit analyst Hal Diamond.


ARCAPITA BANK: Falcon Gas' Reorganization Plan Declared Effective
-----------------------------------------------------------------
Falcon Gas Storage Company, Inc., an affiliate of Arcapita Bank
B.S.C.(c), et al., notified the Bankruptcy Court that the
Effective Date of its Plan of Reorganization occurred on Feb. 19,
2014.

The Court also set these deadlines:

Administrative Expense
   Claims Bar Date:                   March 21

Professional Compensation Claims:     March 21

Rejection Claims:                     March 21

Proofs of claim must be submitted to the Debtors' balloting and
claims agent, The Garden City Group, Inc., at:

       Arcapita Bank B.S.C.(c) - Administrative Expense Claims
       c/o GCG
       P.O. Box 9881
       Dublin, OH 43017-5781
       Toll Free: (800) 762-7029
       International: +1 (440) 389-7311
       E-mail: ArcapitaBankInfo@gcginc.com

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
served as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100 percent lender consent required to
effectuate the terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to each Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf

The effective date of the Debtors' Second Amended Joint Plan of
Reorganization, dated as of June 11, 2013, occurred on Sept. 17,
2013.


ARCAPITA BANK: Falcon Wants Accord With Thronson Parties Okayed
---------------------------------------------------------------
The Bankruptcy Court will convene a hearing on March 19, 2014, at
11:00 a.m., to consider Debtor Falcon Gas Storage Company, Inc.'s
motion to approve a settlement agreement with the Thronson
Parties.  Objections, if any, are due March 12, at 5:00 p.m.

The Thronson Parties include Lowell C. Thronson, Henry Adair, Guy
Busk, Galen W. Cantrell, Michelle G. Colombo, Glen M. Coman,
Vhonda Cook, Randall L. Crumpley, Stephen Dorcheus, Judy B.
Farley, Joe V. Fields, Gregory D. Fletcher, Kenneth Gillespie,
Darrel R. Green, Terra Leigh Griffin, Michael L. Gryder, Jack L.
Hopkins, John Holcomb, Andy Johnson, Ed McIntosh, Bryan K. Mercer,
Carla Nims, David Robinson, Chad Rogers, Mark Rowland, James
Scott, Danny J. Sharp, Derrick M. Shaw, Randall J. Small, Joel P.
Stephen, Ray Don Turner, Johnny B. Ulrich, James Bradley
Underwood, Hank R. Watson, Royce Williams, and Troyce Willis.

The settlement agreement, generally, provides that:

   -- Falcon will pay to the Thronson Parties $190,000;

   -- a lawsuit in Texas involving the parties will be dismissed
      by joint stipulation;

   -- the Thronson Claims will be disallowed and expunged, and
      the Thronson Parties will not pursue any further claims
      against Falcon;

   -- the Thronson Parties will support confirmation of the Plan
      as to Falcon; and

   -- the Thronson Parties will provide a broad release to Falcon
      and certain affiliated parties.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
served as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100 percent lender consent required to
effectuate the terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to each Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf

The effective date of the Debtors' Second Amended Joint Plan of
Reorganization, dated as of June 11, 2013, occurred on Sept. 17,
2013.


ATLANTIC COAST: TFO USA Stake at 6.4% as of Dec. 3
--------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, TFO USA Limited disclosed that as of Dec. 3, 2013, it
beneficially owned 992,540 common shares of Atlantic Coast
Financial Corporation representing 6.4 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/ICXHCx

                       About Atlantic Coast

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

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

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


BANKRATE INC: S&P Affirms 'BB-' CCR & Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on North Palm Beach, Fla.-based Bankrate Inc. and
revised the ratings outlook to stable from negative.

Bankrate is a midsize online personal finance content provider and
marketplace that offers online advertising and customer
acquisition opportunities to banks, mortgage originators,
insurance companies, and credit card companies.  S&P's assessment
of Bankrate's business risk profile as "weak" reflects the
company's operation in a highly competitive market with low
barriers to entry.  The company also faces significant
concentrated exposure to volatility in the financial services
industry and the highly competitive online advertising market.

Bankrate's EBITDA and EBITDA margin fell in 2013 as it changed its
lead generation and marketing practices to improve the quality of
useful leads to insurance agents and carriers.  These efforts are
starting to produce positive results as Bankrate has lessened its
reliance on outside affiliates and has increased the volume of
leads generated from its owned-and-operated Web sites and through
search engine queries.  While this has led to a decrease in
overall leads, it has allowed Bankrate to generate higher revenue
per lead by increasing the price-per-lead that it charges agents
and carriers.  In the fourth quarter of 2014, revenue from the
company's insurance business grew 24% year over year for the
quarter.  S&P expects increased insurance revenues to lead to
improvement in the company's EBITDA margin in 2014.

Bankrate is also benefitting from the increase in credit card
approval rates by credit card issuers that began in the second
half of 2013, which S&P expects to continue in 2014.  Bankrate
generates revenue in its credit card business after an applicant
is approved for a card, which is why higher approval rates from
issuers are a positive for its business.  S&P also expects rising
interest rates in 2014 that may dampen refinancing activity to
affect the mortgage products segment.  However, this segment
represented less than 10% of revenue in the fourth quarter of
2013.  Furthermore, S&P's expectation for a strengthening of the
insurance and credit card businesses should more than offset the
decline in the mortgage products segment.

The company's debt to EBITDA of 2.7x at year-end 2013 is moderate,
in S&P's view.  This generally corresponds with an "intermediate"
financial risk profile, based on S&P's criteria.  S&P expects
leverage to decrease over the intermediate term to the low- to
mid-2x area, based on expected EBITDA growth.  However, based on
S&P's criteria, Apax Partners' ownership stake effectively caps
the financial risk assessment at "significant."  On Feb. 27, 2014,
Bankrate announced that Apax Partners is commencing a secondary
public stock offering to potentially reduce its ownership stake to
approximately 40% from 54%.  This does not change S&P's view of
the company's financial risk assessment.


BEN FRANKLIN CRAFTS: Closes, to Begin Liquidation Sale
------------------------------------------------------
CBS4 News reports that Ben Franklin Crafts in Moline, Illinois, is
closed, and will begin a store-wide liquidation sale.  The report
relates that the store manager tells CBS4 that they are not sure
when their final day will be.


BRAGG COMMUNICATIONS: S&P Revises Outlook & Affirms 'BB-' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Halifax, N.S.-based cable TV services provider Bragg
Communications Inc. to positive from stable, and affirmed its
'BB-' long-term corporate credit rating on the company.

At the same time, Standard & Poor raised its issue-level rating on
Bragg's senior secured bank facilities to 'BB+' from 'BB' and
revised its recovery rating on the debt to '1' from '2' owing to
the company's debt pay down.  A '1' recovery rating reflects very
high (90%-100%) recovery in a default scenario.

"The outlook revision reflects our view of Bragg's improving
credit ratios," said Standard & Poor's credit analyst Madhav Hari.
Also supporting the outlook is the company's ability to protect
profitability and meaningfully improve free cash flow against the
backdrop of intense competition.  "In our opinion, the pace of
deleveraging should sufficiently offset potentially rising
competitive risks in the near term," Mr. Hari added.

The ratings on Bragg benefit from what S&P sees as the company's
"fair" business risk profile supported by its healthy market
position as the incumbent provider of cable television and related
services in Atlantic Canada, industry-leading penetration of
revenue generating units; good prospect for near-term growth from
systems in Ontario and parts of Western Canada, which were
recently upgraded to support triple-play services; and the
company's demonstrated ability to sustain its industry-leading
profit margins.

Tempering factors, in S&P's opinion, include the company's small
size, operations in smaller markets with less attractive household
densities, and somewhat high geographic concentration of cash
flow.  The company also faces triple-play competition from large
telecom rivals (principally, Bell Aliant Inc.), ongoing
competition from direct-to-home satellite television providers,
increasing market saturation for its current offerings, risks from
technological substitution (for cable TV and fixed-line voice),
and the potential for execution challenges with respect to certain
new initiatives.

Privately held Bragg is the smallest of the five large cable
operators in Canada.  Based in Halifax, N.S., the company provides
analog and digital cable television, high-speed Internet, and
telephone services to its customers primarily under the EastLink
brand. Bragg operates in nine Canadian provinces, with about half
of its subscriber base in Atlantic Canada and the remainder spread
out over Ontario and western Canada.

The positive outlook reflects the potential of an upgrade in the
next 12-18 months should the company demonstrate a commitment to
managing adjusted debt-to-EBITDA and adjusted funds from
operations-to-debt ratios at the midpoint of our significant cash
flow/leverage benchmark range for standard volatility industries,
sustain higher free cash flow from fiscal 2013 levels, and show
operating performance consistent with our base-case scenario.

Higher subscriber losses (compared to S&P's base case assumptions)
combined with margin pressure in the core cable operations (from
rising triple-play competition from telecom rivals) or additional
shareholder distributions, which weaken sustainable free cash flow
generation, causing Bragg's adjusted debt-to-EBITDA ratio to
remain in the aggressive category could lead us to revise S&P's
ratings outlook on Bragg to stable.


CAESARS ENTERTAINMENT: Moody's Caa2 CFR on Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Caesars
Entertainment Operating Company, Inc.(CEOC) on review for
downgrade reflecting the announcement by its parent, Caesars
Entertainment Corporation (CEC) that it has reached a definitive
agreement to sell four properties to Caesars Growth Partners, LLC
(CGP), a joint venture with Caesars Acquisition Company owned by
CEC and shareholders of CEC. CGP will acquire Bally's Las Vegas,
The Cromwell (formerly Bill's Gamblin' Hall & Saloon), The Quad
and Harrah's New Orleans for $2.2 billion, including debt
assumption of $185 million and committed project capital
expenditures of $223 million, resulting in anticipated proceeds of
$1.8 billion. The transaction is subject to regulatory approval,
financing, and other customary closing conditions and is expected
to close in the second quarter of 2014.

Ratings Rationale

The sale will provide CEOC with needed liquidity to fund operating
losses, however, the loss of EBITDA, from four properties,
including three located in the better performing Las Vegas market,
is negative for CEOC's overall credit profile. The sale is likely
the first in a series of steps to address CEOC's unsustainable
capital structure that will include repayment of an as yet to be
determined amount of bank debt and could include repurchase of
existing debt at a discount that Moody's would likely deem to be a
distressed exchange. Given CEOC's total debt load of nearly $21
billion, there would need to be a material amount debt reduction
to offset the loss of EBITDA and simultaneously reduce CEOC's high
leverage and operating losses.

The review for downgrade will focus on the ultimate use of
proceeds, the company's liquidity profile, and management's
strategy for restructuring its heavy debt load, including the
possibility the company will attempt to remove the parent
guarantee, as well as the service agreement among various related
entities.

At this time there is no change to the ratings for Chester Downs
and Marina, LLC (CFR B3; outlook stable) or Caesars Entertainment
Resort Properties, LLC (CERP) (CFR B3; outlook stable) as a result
of this announcement because the debt is non-recourse to CEOC, and
is not guaranteed by CEOC or its parent CEC. However, it is
possible that the rating on CERP could be put on review for
downgrade if Moody's believes CEOC's or CEC's ability to meet its
obligations to CERP under various service agreement will be
impaired by these transactions given linkage with CEOC and CEC.
The linkage between the corporate entities is evidenced by: (1) a
shared services and management agreement with CEOC; (2)
intellectual property licenses with CEOC; (3) management
agreements with CEC (3) lease payment due from CEOC to CERP for
Octavius Tower and Project Linq.

Ratings placed on review for downgrade:

Caesars Entertainment Operating Company & Harrah's Operating
Company, Inc. (Old)

  Corporate Family rating at Caa2

  Probability of Default rating at Caa2-PD

  Senior secured guaranteed revolving credit facility at B3, (LGD
  2, 27%)

  Senior secured guaranteed term loans at B3, (LGD 2, 27%)

  Senior secured notes at B3, (LGD 2, 27%)

  Senior unsecured guaranteed by operating subsidiaries and CEC
  at Ca (LGD 6, 93%)

  Senior unsecured debt guaranteed by CEC at Ca (LDG 6, 93%)

Harrah's Escrow Corporation and Caesars Operating Escrow, LLC
assumed by CEOC

  Senior secured notes at B3, (LGD 2, 27%)

  Senior secured second priority notes at Caa3 (LGD 5, 76%)

Corner Investment Propco, LLC

  $180 million Senior secured term loan at B3, (LGD 2, 27%)

The principal methodology used in this rating was the Global
Gaming published in December 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.

Caesars Entertainment Operating Company is a subsidiary of CEC and
sister subsidiary to CERP. CEOC, excluding unrestricted
subsidiaries, generated approximately $4.9 billion for the last
twelve months ended 9/30/2013.

Caesars Entertainment Corporation is the parent company of CEOC
and CERP. CEC generated consolidated revenues of $8.5 billion for
the last twelve months ended 9/30/13.

Caesars Resorts Properties, LLC is a subsidiary of Caesars
Entertainment Corporation that owns 6 casinos properties and
Project Linq. The company generates annual revenues of
approximately $1.9 billion.

Chester Downs and Marina, LLC, is an unrestricted subsidiary of
CEOC. The company generated revenues of $340 million for the last
twelve months ended Sept. 30, 2013.


CASA GRANDE HOSPITAL: Can Hire Geyer Gorey as Antitrust Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona for
authorized Regional Care Services Corp. and its debtor-affiliates
ask to employ Geyer Gorey LLC as their antitrust counsel

The firm will provide antitrust legal advisory services to ensure
a successful sale.  The Debtors said they expect the firm will
continue to provide advice, as needed, with respect to antitrust
issues that may arise during the period prior to the consummation
of the sale.

The firm's attorneys and their customary hourly rates:

    Allen Grunes, Esq.   $520
    Phillip Zane, Esq.   $480

The firm attests it is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Geyer Gorey LLC
     1776 I Street, NW, 9th Floor
     Washington, DC 20006
     Tel: (202) 644-9769
     http://www.geyergorey.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: Grant Thornton Okayed as Financial Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona for
authorized Regional Care Services Corp. and its debtor-affiliates
to employ Grant Thornton LLP as their financial advisors.

The firm will, among other things:

   i) analyze cash receipts and disbursements forecast to
      assess liquidity needs,

  ii) assist management with its vendor management program,

iii) assist management in responding to information requests
      submitted by Ad Hoc or statutory committees and their legal
      and financial counsel,

  iv) support management and counsel in preparation of first day
      motions for these cases, and

   v) support management and investment bankers in data requests
      and analyses related to the Sale process.

The normal and customary hourly rates of the firm's professionals
are:

   Classification                     Standard Hourly Rates
   --------------                     ---------------------
   Partners/Principals/
     Managing Directors                    $625-$695
   Senior Managers/Directors               $525-$610
   Managers                                $410-$465
   Senior Associates                       $290-$360
   Paraprofessionals                       $75-$175

Scott Davis, partner of the firm, said the firm received a
retainer of $50,000 for pre-petition services provided to the
Debtors.  All fees and expenses accrued prior to the Debtors'
petition date and pursuant to the terms of an engagement letter
have been calculated and the firm received payment on account of
its pre-petition services in the amount of $1,370,313.  An amount
of $25,141.17 was deducted from the retainer in order to pay a
portion of the pre-petition fees and expenses to the firm, with
the remainder of the Retainer being $24,858.  The Debtors and
the firm have agreed that any portion of the retainer not used
to compensate the firm for its pre-petition fees and expenses
will be held and applied to its final bill for professional
fees and expenses.  The firm will not place such retainer in a
separate account, according to Mr. Davis.

Mr. Davis assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The firm can be reached at:

     Grant Thornton LLP
     2398 E. Camelback Rd., Suite 600
     Phoenix, AZ 85016
     Tel: 602.474.3400
     Fax: 602.474.3421
     http://www.grantthornton.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: Court Approves Brownstein as Bankr. Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Regional Care Services Corp. and its debtor-affiliates to employ
Brownstein Hyatt Farber Schreck LLP as counsel.

As reported in the Troubled Company Reporter on Feb. 25, 2014,
Michael J. Pankow attested that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

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

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

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

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

The firm's rates are:

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

The firm can be reached at:

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

            About Casa Grande Community Hospital

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

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

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

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

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

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


CEREPLAST INC: Horizon Technology Seeks to Terminate Stay
---------------------------------------------------------
Horizon Technology Finance Corp. asked U.S. Bankruptcy Judge Basil
Lorch III to terminate the automatic stay so that it can push
through with the sale of Cereplast Inc.'s assets.

The assets were posted as collateral for the loan, which Horizon
extended to Cereplast prior to its bankruptcy filing.  Horizon
claims it is owed $2.8 million.

The assets were supposed to be sold last month but the sale didn't
push through after Cereplast filed for bankruptcy protection on
Feb. 10 in U.S. Bankruptcy Court for the Southern District of
Indiana.

"Horizon has suffered and continues to suffer irreparable injury
by virtue of being restrained from exercising its contractual and
non-bankruptcy rights with respect to the collateral," said the
company's lawyer, Whitney Mosby, Esq., at Bingham Greenbaum Doll
LLP, in Indianapolis, Indiana.

Cereplast "has no discernible source of operating capital" and
Horizon doesn't intend to provide additional funding to Cereplast,
Ms. Mosby further said.

Ms. Mosby can be reached at:

         Whitney L. Mosby, Esq.
         BINGHAM GREENBAUM DOLL LLP
         10 West Market Street, #2700
         Indianapolis, IN 46204
         Tel: (317) 635-8900
         Fax: (317) 236-9907
         E-mail: wmosby@bgdlegal.com

                       About Cereplast Inc.

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

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

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

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

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

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

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


CHART INDUSTRIES: S&P Raises Sr. Subordinated Debt Rating to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its senior
subordinated debt ratings on Garfield Heights, Ohio-based Chart
Industries Inc. to 'BB-' (the same as the corporate credit rating)
from 'B+'.  Standard & Poor's also revised its recovery rating on
this debt to '3', indicating its expectation of meaningful
recovery (50% to 70%) in the event of a payment default, from '5'.

The rating action incorporates S&P's expectation for higher
valuation upon emergence from default.  This reflects S&P's view
of the company's improved earnings performance over the past
several years.

The 'BB-' corporate credit rating on Chart, which manufactures
equipment used for low-temperature and cryogenic applications for
energy, industrial gas, and biomedical customers, reflects the
company's "weak" business risk profile and "significant" financial
profile.  S&P considers liquidity to be "strong."  S&P views
Chart's business risk profile as weak because of the high level of
cyclicality inherent in the industrial gas market.  At the same
time, the company benefits from good geographic diversity in its
distribution and storage business and its more stable and
relatively higher margin biomedical business.

Ratings List

Chart Industries Inc.
Corporate credit rating                    BB-/Stable/--

                                            TO              FROM
Rating Raised; Recovery Rating Revised

Chart Industries Inc.
Senior subordinated                        BB-             B+
  Recovery rating                           3               5


CHINA SHIANYUN: Files Amendment to 2012 Annual Report
-----------------------------------------------------
China Shianyun Group Corp., Ltd., filed with the U.S. Securities
and Exchange Commission an amendment to its annual report on Form
10-K for the fiscal year ended Dec. 31, 2012.

In the report, Albert Wong & Co. CPA expressed substantial doubt
about the Company's ability to continue as a going concern, citing
that the Company has a significant accumulated deficit and
negative working capital.

In the document, the Company posted a net income of $635,873 on
$6.87 million of revenues in 2012, compared to a net loss of
$344,901 on $1.93 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $6.36 million
in total assets, $8.06 million in total liabilities, and a
stockholders' deficit of $1.71 million.

A copy of the document is available for free at:

                        http://is.gd/WNWuMh

                       About China Shianyun

China Shianyun Group Corp., Ltd, formerly known as China Green
Creative, Inc., develops and distributes consumer goods, including
herbal teas, health liquors, meal replacement products, and cured
meat using ecological breeding methods in China.  The Company is
based in Shenzhen Guandong Province, China.


CNO FINANCIAL: S&P Puts BB Rating on Watch Pos. Over Conseco Sale
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB'
long-term counterparty credit rating on CNO Financial Group Inc.
(CNO) and its 'BBB' long-term counterparty credit and financial
strength ratings on CNO's core operating subsidiaries on
CreditWatch Positive.

Conseco Life Insurance Co. (CLIC) is the legal entity that houses
most of CNO's Other CNO Business policies, which have been a
source of earnings volatility in the past.  "Although management
has taken corrective actions regarding the problematic blocks of
business, we view the sale of this entity as a means of reducing
the potential for future earnings volatility, and thus as a
positive action for CNO," said Standard & Poor's credit analyst
Jon Reichert.

CNO's operating earnings will decline only slightly as a result of
the transaction.  The policies included in the transaction consist
of interest-sensitive life (63%), traditional life (34%), and
fixed annuities (3%).  A relatively small number of other accident
and health policies currently residing at CLIC will be reinsured
to another CNO subsidiary, Washington National Insurance Co.

The transaction is subject to regulatory approval and will likely
close by mid-year 2014.

If the proposed transaction closes successfully, S&P expects to
raise all of its ratings on CNO by one notch, raising its
counterparty credit rating on CNO to 'BB+' and the financial
strength ratings on the insurance subsidiaries to 'BBB+'.

If the proposed transaction does not occur, S&P will likely affirm
the ratings at their current levels.


COMMERCIAL SELF: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------
Debtor: Commercial Self Storage, LLC
        6508 Caballero Parkway NW
        Los Ranchos, NM 87107

Case No.: 14-10626

Chapter 11 Petition Date: March 3, 2014

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Hon. David T. Thuma

Debtor's Counsel: Chris W Pierce, Esq.
                  HUNT & DAVIS, P.C.
                  2632 Mesilla St. NE
                  Albuquerque, NM 87110
                  Tel: 505-881-3191
                  Fax: 505-881-4255
                  Email: chris@huntdavislaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Wendell Jones, managing member of
Debtor LLC.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/nmb14-10626.pdf


CONSECO LIFE: S&P Puts 'B' Rating on Watch Pos. After Wilton Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B'
long-term counterparty credit and financial strength ratings on
Conseco Life Insurance Co. (CLIC) on CreditWatch with positive
implications.

S&P considers CLIC to be a non-strategic component of CNO
Financial Group Inc. (CNO) due to the run-off nature of CLIC's
business profile and CNO management's stated intent to not provide
capital support to CLIC.  "We believe this transaction fits with
Wilton Re's strategy and thus could have positive implications for
CLIC's statutory capitalization prospectively," said Standard &
Poor's credit analyst Jon Reichert.

The transaction is subject to regulatory approval and will likely
close mid-year 2014.

If the proposed transaction closes successfully, S&P will likely
raise the rating on CLIC to a level consistent with Wilton Re's
strategic intent for that firm, including CLIC's prospective
capitalization levels.  If the proposed transaction does not
occur, S&P will likely affirm the existing rating with a stable
outlook.


CONSOL ENERGY: S&P Affirms 'BB' CCR, Off CreditWatch
----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit and senior unsecured issue-level ratings on
Canonsburg, Pa.-based Consol Energy Inc. and removed all ratings
from CreditWatch, where they were placed with developing
implications on Oct. 29, 2013.  The outlook is stable.  The
recovery ratings remain '3', indicating S&P's expectation of
meaningful (50%-70%) recovery in the event of a payment default.

"Based on our current assumptions for natural gas and coal prices
and production, we expect that credit measures should, on average,
remain in the significant range, with debt to EBITDA averaging
less than 4x and interest coverage more than 3x over the next few
years," said Standard & Poor's credit analyst Marie Shmaruk.
"Although 2014 measures will likely be weaker than our
expectations for the rating, high capital spending to develop gas
reserves should result in higher natural gas volumes and liquids
production, which, along with steady performance from the
company's remaining northern Appalachian coal assets, should
result in overall improving financial performance and credit
measures."

"We could take a negative rating action if coal markets weaken
further, if gas volumes do not expand as expected, or if natural
gas prices fall below our current assumptions, causing the
company's EBITDA, cash flow, and credit measures to be lower than
we currently anticipate.  We would consider a negative rating
action if we believed that debt to EBITDA would be maintained at
4x or higher and interest coverage at less than 3x and we no
longer believed that those measures would improve to less than 4x
and more than 3x%, respectively, in 2015 and beyond.  We could
also take a negative rating action if the company's asset sales
changed our view of the business risk or if they had a significant
impact on the company's cost structure or earnings and cash flow
potential," S&P added.

Although unlikely in the near term, S&P could take a positive
rating action if, over time, the company is able to realize steady
earnings from its remaining coal assets, it expands its natural
gas business, and gas prices remain sufficiently high to result in
credit measures consistent with a higher rating.  S&P would expect
that Consol would be able to maintain, on average, debt to EBITDA
of less than 3x and FFO to total debt of higher than 20%.


CONSTAR INTERNATIONAL: Committee Taps A&M as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Constar
International Holdings LLC and its debtor-affiliates asks the
Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware for permission to retain Alvarez & Marsal
North America LLC as its financial advisor.

The firm is expected to:

   i) review U.S. and UK operating and financial information and
      conducting general due diligence on the Debtors' business
      and case matters,

  ii) analyze of the proposed DIP and bid procedure motions, and

iii) participate in telephonic and in person meetings with the
      Debtors and Committee.

The firm will be paid for the services of its professionals at
their customary hourly billing rates which shall be subject to the
following ranges:

   Managing Directors     $625-850
   Directors              $475-625
   Associates             $350-475
   Analysts               $225-350

The Committee assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Kelly Stapleton, managing director of the firm, says A&M will
apply to the Court for allowances of compensation and
reimbursement of expenses for its financial advisory support
services in accordance with the applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, corresponding Local Rules,
orders of the Court and guidelines established by the Office of
the United States Trustee.

According to Ms. Stapleton, on a monthly basis, the firm will
provide a monthly fee application that lists:

    i) the total number of hours worked by professional and the
       total number of hours spent by task category;

   ii) a list of the individuals who provided services during the
       monthly period; and

  iii) a reasonably detailed breakdown of the disbursements
       incurred.

Ms. Stapleton notes that, upon submission of the final fee
application, the firm will provide an explanation of the type of
work performed for each task category.

The firm can be reached at:

         Alvarez & Marsal North America, LLC
         600 Madison Avenue, 8th Floor
         New York, NY 10022\
         Tel: 212-759-4433
         Fax: 212-759-5532
         http://www.alvarezandmarsal.com/

                    About Constar International

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

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

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

Judge Christopher S. Sontchi oversees the 2013 case.

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

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

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

In February 2014, the Bankruptcy Court authorized Constar to sell
certain assets to Plastipak Packaging, Inc., a global manufacturer
of rigid plastic packaging.  The Court determined that Plastipak's
$102,450,000 offer for the Debtors' U.S. assets bested the offers
from Amcor Rigid Plastics USA, Inc., and Envases Universales De
Mexico S.A.P.I. De C.V. during a Feb. 6 auction.

Separately, the Court authorized Constar to sell a facility in
Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for
$3 million.  There was no other bidder for the Maryland facility.


CUMULUS MEDIA: Posts $40 Million Operating Income in Q4
-------------------------------------------------------
Cumulus Media, Inc., reported operating income of $40.03 million
on $275.45 million of net revenues for the three months ended
Dec. 31, 2013, as compared with operating loss of $63.30 million
on $263.60 million of net revenues for the three months ended
Dec. 31, 2012.

For the year ended Dec. 31, 2013, the Company reported operating
income of $196.08 million on $1.02 billion of net revenues as
compared with operating income of $56.93 million on $1 billion of
net revenues in 2012.

Lew Dickey, Chairman & CEO stated: "Strong execution, along with
continued traction in our key growth initiatives, resulted in pro
forma revenue up 1% and Adjusted EBITDA up 6%.  In spite of tough
political comps, this marked our third consecutive quarter of top
and bottom line growth."

A copy of the press release announcing the results is available
for free at http://is.gd/Xw46Uv

The Company also filed with the U.S. Securities and Exchange
Commission on a current report on Form 8-K/A to reflect the
financial impact of its Dec. 12, 2013, acquisition of WestwoodOne,
Inc., and the Nov. 14, 2013: (i) sale to Townsquare Media, LLC, of
53 radio stations in 12 small and mid-sized markets; and (ii) swap
of 15 radio stations in two small and mid-sized markets with
Townsquare in exchange for five radio stations in Fresno,
California.

A copy of the unaudited condensed consolidated financial
statements of WestwoodOne, Inc., formerly known as Dial Global,
Inc., as of September 30, 2013 and December 31, 2012, and for the
nine months ended September 30, 2013, and the notes related
thereto is available for free at http://is.gd/zjdYA2

A copy of the audited consolidated financial statements of Dial
Global, Inc., now known as WestwoodOne, Inc., as of Dec. 31, 2012,
and 2011 and for the years then ended and the notes related
thereto is available for free at http://is.gd/6AUUaR

A copy of the audited consolidated financial statements of Dial
Global, Inc., now known as WestwoodOne, Inc., as of Dec. 31, 2011,
and 2010 and for the years then ended and the notes related
thereto is available for free at http://is.gd/mkDqSS

A copy of the unaudited pro forma condensed combined balance sheet
of Cumulus Media Inc. as of Sept. 30, 2013, and unaudited pro
forma condensed combined statements of operations of Cumulus Media
Inc. for the nine months ended Sept. 30, 2013, and for the year
ended Dec. 31, 2012, and the notes related thereto is available
for free at http://is.gd/d9AXCX

                         About Cumulus Media

Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc.
(NASDAQ: CMLS) -- http://www.cumulus.com/-- is an operator of
radio stations, currently serving 110 metro markets with more than
525 stations.  In the third quarter of 2011, Cumulus Media
purchased Citadel Broadcasting, adding more than 200 stations and
increasing its reach in 7 of the Top 10 US metros.  Cumulus also
acquired the Citadel/ABC Radio Network, which serves 4,000+ radio
stations and 121 million listeners, in the transaction

Cumulus Media said in its annual report for the year ended
Dec. 31, 2011, that lenders under the 2011 Credit Facilities have
taken security interests in substantially all of the Company's
consolidated assets, and the Company has pledged the stock of
certain of its subsidiaries to secure the debt under the 2011
Credit Facilities.  If the lenders accelerate the repayment of
borrowings, the Company may be forced to liquidate certain assets
to repay all or part of such borrowings, and the Company cannot
assure that sufficient assets will remain after it has paid all of
the borrowings under those 2011 Credit Facilities.  If the Company
was unable to repay those amounts, the lenders could proceed
against the collateral granted to them to secure that indebtedness
and the Company could be forced into bankruptcy or liquidation.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting operated radio stations in Missouri
and Texas.

The Company's balance sheet at Sept. 30, 2013, showed $3.67
billion in total assets, $3.40 billion in total liabilities and
$268.43 million in total stockholders' equity.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."

As reported by the TCR on April 3, 2013, Moody's Investors Service
downgraded Cumulus Media, Inc.'s Corporate Family Rating to B2
from B1 and Probability of Default Rating to B2-PD from B1-PD.
The downgrades reflect Moody's view that the pace of debt
repayment and delevering will be slower than expected.  Although
EBITDA for 4Q2012 reflects growth over the same period in the
prior year, results fell short of Moody's expectations.


DEEP CREEK BREWING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Deep Creek Brewing Company, LLC
           dba Santa Fe Grille
           aka Deep Creek Beer Works, LLC
        75 Visitors Drive
        McHenry, MD 21541

Case No.: 14-13189

Chapter 11 Petition Date: March 3, 2014

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

Judge: Hon. Wendelin I. Lipp

Debtor's Counsel: Morgan William Fisher, Esq.
                  LAW OFFICES OF MORGAN FISCHER LLC
                  172 West St.
                  Annapolis, MD 21401
                  Tel: 410-626-6111
                  Fax: 410-267-8072
                  Email: bk@morganfisherlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gregory D. Mortimer, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb14-13189.pdf


DETROIT, MI: Reaches Pension Swap Settlement
--------------------------------------------
Patrick Holohan, writing for The Deal, reported that six weeks
after losing a bid to obtain $165 million in financing to settle
certain pension swap obligations, the City of Detroit, Michigan,
has reached an agreement for those lenders to accept an $85
million termination payment.

According to the report, Judge Steven W. Rhodes of the U.S.
Bankruptcy Court for the Eastern District of Michigan in Detroit
is scheduled to consider the agreement at a March 5 hearing.

Judge Rhodes said in a Jan. 16 ruling on Detroit's debtor-in-
possession loan that the size of the $165 million portion to
settle the swaps was "higher than the highest reasonable number,
the report related. If it were close, the court would approve it.
But by any rational analysis, it's not close. ... It's just too
much money."

The judge approved the remainder of the loan, which included $120
million in financing from Barclays Capital Inc. to fund immediate
improvements to city services, the report further related.

Judge Rhodes framed the decision regarding the pension swap
obligations as a move by the court to stop the city from
continuing to make poor financial decisions, saying Detroit had
previously "entered into bad deals to solve its financial
problems," the report noted.

                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.


DPV II: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: DPV II, Inc.
        3701 Alongquin, #760
        Rolling Meadows, IL 60008

Case No.: 14-07405

Chapter 11 Petition Date: March 3, 2014

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

Judge: Hon. Janet S. Baer

Debtor's Counsel: Lester A Ottenheimer, III, Esq.
                  OTTENHEIMER LAW GROUP, LLC
                  750 Lake Cook Rd - Ste 140
                  Buffalo Grove, IL 60090
                  Tel: 847 520-9400
                  Fax: 847 520-9410
                  Email: lottenheimer@olawgroup.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brian J. Wanca, president.

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


DREAM ON ENTERPRISES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Dream On Enterprises, LLC
           aka Dream On Operations, Inc.
           aka Dairy Queen
        PO Box 177
        Oakland, MD 21550

Case No.: 14-13178

Chapter 11 Petition Date: March 3, 2014

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

Judge: Hon. Thomas J. Catliota

Debtor's Counsel: John Douglas Burns, Esq.
                  THE BURNS LAW FIRM, LLC
                  6303 Ivy Lane, Ste. 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780
                  Email: jburns@burnsbankruptcyfirm.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gregory D. Mortimer, managing member.

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


EDGENET INC: Wins Final Approval to Use Liberty Partners' Cash
--------------------------------------------------------------
The Bankruptcy Court issued a final order on Feb. 19 authorizing
Edgenet, Inc., et al.'s postpetition use of cash collateral in
which lender Liberty Partners Lenders, L.L.C., asserts an
interest.

The Debtors would use the cash collateral to permit, among other
things, the management and preservation of the Debtors' assets and
properties, and the pursuit of a potential sale of certain of
those assets.

As reported in the Troubled Company Reporter, Ernest Wu, who
represents a group of holders of notes issued by Edgenet Inc.,
which collectively represent $18.35 million in claims against the
Debtors, responded to the Debtors' request for a final order to
use cash collateral.

Mr. Wu, in his capacity as Owners' Representative, sought certain
modifications to the provisions in the final cash collateral
order, including access to the Debtors' premises, representatives,
and agents; and adjustment to the period that allows interested
parties and any official unsecured creditors committee to launch
an investigation or challenge the liens and security interests of
the lender arising from the pre-bankruptcy loan.

Mr. Wu noted that the nature, validity and priority of the Note
Holders' claims are disputed.  However, it is undisputed, Mr. Wu
said, that they currently hold a security interest in the Debtors'
assets.  In addition, it appears that there is insufficient
interest among unsecured creditors to form a committee.

Liberty Partners supported the request of Edgenet et al. to use
cash collateral.  Liberty said it has sought to assist the Debtors
in achieving a soft landing into chapter 11 and is committed to
assisting the Debtors through out the Chapter 11 cases.  Liberty
said its goal is to encourage an environment whereby the Debtors
maximize value and creditor recoveries by efficiently selling
substantially all of their assets to the highest and best bidder.
To that end, Liberty said it has agreed to provide assistance to
the Debtors in numerous forms, including its consent to the use of
cash collateral.  Liberty said the Debtors' use of cash collateral
is necessary for the maintenance and ultimate conclusion of the
Chapter 11 cases, and the terms of the proposed Final Cash
Collateral Order accord with the Bankruptcy Code and all
applicable rules.

Liberty also noted that the Owners' Representative does not
categorically oppose the Debtors' use of cash collateral.
Instead, he focuses on certain specific provisions of the proosed
Final Order.  Liberty said it is willing to participate in
negotiations with the Owners' Representative and the Debtors to
attempt to resolve issues raise by the Owners' Representative.

As of the bankruptcy filing, the Debtors owed Liberty roughly
$85 million, comprised of $53 million in principal indebtedness
and $32 million in unpaid interest through Dec. 31, 2013.  The
Debtors also owe $18 million on account of notes issued in
connection with the purchase of the equity interests of
predecessor EdgeNet Inc. in 2004.

The Debtors propose to provide the lender with certain adequate
protection, including, among other things, (a) administrative
claims; and (b) to the extent of diminution in the value of the
prepetition collateral, additional and replacement security
interests and liens in and upon all real or personal assets of the
Debtors' estates.

As reported by the TCR on Feb. 13, 2014, Edgenet et al., filed a
complaint with the Court to avoid and recover transfers made
by the Debtors to or for the benefit of Mr. Wu, individually and
in his capacity as representative of former owners of Edgenet who
took back $20 million in subordinated promissory notes.  The
lawsuit stems from the 2004 reverse triangular merger under which
Liberty Partners Holdings 44, L.L.C., formed Edgenet Holding
Company, which acquired all of the equity interests of Edgenet.
At the time of the sale, in addition to the approximately $40
million paid for the equity interests in EdgeNet, certain former
owners of EdgeNet also took back $20 million in subordinated
promissory notes.  To secured the repayment of the Seller Notes,
the Debtors pledged certain assets.  Subsequent to the execution
of the Seller Notes and the Security Agreement, the Owners
Representative filed on behalf of the Seller Noteholders a UCC-1
perfecting their collective security interest in and to the
Collateral.

As reported by the TCR on Jan. 17, 2014, the Debtors said they
need access to liquidity to implement their proposed sale process
and continue to retain and inspire confidence from their business
partners, access to liquidity is critical.  As of the bankruptcy
filing, the Debtors owed Liberty Partners Lenders, L.L.C.,
approximately $85 million, comprised of $53 million in principal
indebtedness and $32 million in unpaid interest through Dec. 31,
2013.  The Debtors also owe $18 million on account of notes issued
in connection with the purchase of the equity interests of
predecessor EdgeNet Inc. in 2004.

The Debtors will provide the lender with certain adequate
protection, including, among other things, (a) administrative
claims; and (b) to the extent of diminution in the value of the
prepetition collateral, additional and replacement security
interests and liens in and upon all real or personal assets of the
Debtors' estates.

                         About Edgenet Inc.

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

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

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

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

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

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court issue an order appointing an official committee of Seller
Noteholders, or in the alternative, an official committee of
unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.


EDGENET INC: March 11 Hearing on Hiring of Frazier as Accountants
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on March 11, 2014, at 11:00 a.m., to consider
Edgenet, Inc., et al.'s motion to employ Frazier & Deeter as their
accountants.  Frazier will provide auditing and tax accounting
services to the Debtors.

Sean Lager, a partner at Frazier & Deeter, told the Court that the
hourly rates of the firm's personnel are:

         Staff                             $140 - $152
         Senior/Supervisor                 $160 - $172
         Manager/Senior Manager            $168 - $260
         Partner                           $260 - $500

Mr. Lager assured the Court that Frazier is not a prepetition
creditor of the Debtors and is a "disinterested person," as that
term is defined in Section 101(4) of the Bankruptcy Code.

                         About Edgenet Inc.

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

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

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

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

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

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court issue an order appointing an official committee of Seller
Noteholders, or in the alternative, an official committee of
unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.


EDGENET INC: Taps GlassRatner as Financial Advisor
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on March 11, 2014, at 11:00 a.m., to consider
Edgenet, Inc., et al.'s request to employ GlassRatner Advisory &
Capital Group LLC as their financial advisor.

GlassRatner will perform these services for the Debtors:

   a) preparation of statement of financial affairs;

   b) preparation of schedules, creditor matrixes, and other
      papers necessary for filing;

   c) work with Debtors' legal counsel on bankruptcy matters;

   d) communicate with vendors, customers, and other interested
      parties;

   e) prepare financial analysis and monitoring tools;

   f) assist in developing budgets;

   g) prepare monthly operating reports; and

   h) provide other support as required.

Under the engagement letter, the Debtors and GlassRatner agreed
that GlassRatner's fees will be based on an hourly basis at rates
ranging from $195 - $575/hour.  In addition, GlassRatner will bill
travel time at 50 percent of time incurred.

Prior to the Petition Date, GlassRatner received a retainer in the
amount of $100,000.  In addition, prior to the Petition Date, on
Jan. 12, 2014, GlassRatner was paid $4,880 for services rendered
between Dec. 5 and Dec. 31, 2014.

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

                         About Edgenet Inc.

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

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

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

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

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

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court issue an order appointing an official committee of Seller
Noteholders, or in the alternative, an official committee of
unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.


EDMS LLC: Chapter 11 Bankruptcy Petition Filed
----------------------------------------------
EDMS LLC filed a voluntary Chapter 11 petition (Bankr. W.D. Wash.
Case No. 14-10123) on Jan. 8, 2014, represented by Thomas D.
Neeleman Dore, Esq., as counsel.


EFUSION SERVICES: March 11 Preliminary Hearing on Case Dismissal
----------------------------------------------------------------
The Bankruptcy Court will convene a preliminary hearing on
March 11, 2014, at 1:30 p.m., to consider creditors McCann, Dorsey
and Maley's joint motion to dismiss the Chapter 11 case of eFusion
Services, LLC.

The Debtor objected to the motion to dismiss, stating that it did
not file for bankruptcy to stop any efforts of the creditors MDM
as MDM was not engaged in any efforts to foreclose on their
collateral; did not file the petition in bad faith, especially
when compared to MDM's bad faith conduct; and will prove so at a
full hearing.

As reported in the Troubled Company Reporter on Feb. 17, 2014, the
creditors said that the Debtor has no debts to reorganize and no
business to rehabilitate.  According to the creditors, the Debtor
is a holding company with no cash, no income, no ability to
generate income, nine creditors, no money to pay its counsel only
one month into this case.  This case was filed in bad faith for
the benefit of the Debtor's majority owner, eFusion Management and
its principal Paul Lufkin so that they could attempt to salvage a
deal they failed to close for almost a year.

Daniel J. Garfield, Esq., at Foster Graham Milstein & Calisher
LLP, counsel of the creditors, says the creditors and the Debtor
agreed in December 2012 that the Debtor would purchase companies
for $35 million and pay Dorsey and McCann $27 million by February
2013.  Despite multiple extensions of the payment deadline, the
Debtor failed to raise any funds, and Dorsey and McCann exercised
their right to terminate the purchase.  The Debtor now claims that
no termination occurred and asserts that Dorsey and McCann were
not truthful concerning the finances of the companies.  This
dispute, above all other facts, explains the Debtor's bad faith
petition, Mr. Garfield says.

                   About eFusion Services LLC

eFusion Services LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Colo. Case No. 13-30740) on Dec. 20, 2013.  The
petition was signed by Paul Lufkin, Manager of eFusion Management
LLC.  The Debtor disclosed total assets of $35 million and total
liabilities of $28.6 million.  The Hon. Michael E. Romero presides
over the case.  The Debtor employed Powell Theune PC as its
counsel.


ENDEAVOUR INTERNATIONAL: Bay Resource Shares at 0% as of Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Bay Resource Partners, L.P., and its
affiliates disclosed that as of Dec. 31, 2013, they beneficially
owned 0 shares of common stock of Endeavour International
Corporation.  A copy of the regulatory filing is available for
free at http://is.gd/C7AKX3

                    About Endeavour International

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

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

                           *     *     *

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

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


EXIDE TECHNOLOGIES: Court Extends Deadline to Remove Actions
------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey extended the period during which
Exide Technologies may remove pending lawsuits until the later of:

     (i) the date of confirmation of a Chapter 11 plan of
         reorganization for lawsuits that have not been stayed
         pursuant to section 362(a) of the Bankruptcy Code; or

    (ii) 30 days after entry of an order terminating the automatic
         stay that was applied to the lawsuits sought to be
         removed.

                   About Exide Technologies

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

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

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

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

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

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

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


FIAT CHRYSLER: Withdraws Request for Canadian Subsidies
-------------------------------------------------------
Christina Rogers in Detroit and Paul Vieira in Ottawa, reported
that Fiat Chrysler Automobiles NV said it would drop a
controversial request that Canada's government subsidize retooling
of a minivan factory in Windsor, Ont., and upgrades for another
Canadian plant, and instead will finance the projects on its own.

According to the report, the issue had become a "political
football," the company said on March 4.  The escalating
controversy over its request, "apart from being unnecessary and
ill-advised, will ultimately not be to the benefit of Chrysler."

Chief Executive Sergio Marchionne in January publicly raised the
possibility that the company could move production of its next-
generation Chrysler minivan out of Windsor if the Canadian
government didn't help make the operation more competitive, the
report related.  But with the new minivan's release expected in
2016, the company had to make a decision soon to ensure that a
plant would be ready in time. Mr. Marchionne has said the Windsor
plant required an investment of more than $2 billion.

Fiat Chrysler said it would forgo government aid for now and
proceed with plans to build the minivan at the Windsor factory,
which employs about 4,600 workers, the report further related.
The company also said it would go forward with upgrades to its
factory in Brampton, Ontario, where Chrysler makes several large-
car models.

The auto maker said it would continue to monitor Canada's
competitiveness against other regions, however, and that the
outcome of union-contract talks in 2016 will be a factor in the
company's decisions, the report added.

                       About Chrysler Group

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

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

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

In January 2014, the American car manufacturer officially became
100% Italian when Fiat Spa completed its deal to purchase the 40%
it did not already own of Chrysler.  Fiat has shared ownership of
Chrysler with the health care fund of the United Automobile
Workers unions since Chrysler emerged from bankruptcy in 2009.
Fiat Chrysler Automobiles NV is the new holding company that will
control the operations of Fiat and Chrysler.  The holding company
will be based in the Netherlands, with a U.K. tax domicile and a
New York stock listing.

                           *     *     *

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


GELT PROPERTIES: Plan Confirmation Hearing Today
------------------------------------------------
The hearing to consider confirmation of Gelt Properties, LLC, et
al.'s Chapter 11 plan has been continued to March 5 at 11:00 a.m.
The hearing was originally slated for Jan. 29.


MACWCP II, LLC, and U.S. Bank Cust for Pro Capital I, L.L.C.,
object to confirmation of the Plan on the same grounds.

MACWCP and U.S. Bank, owner of tax sale certificate liens secured
by the Debtor's real properties, says the Plan violates the
absolute priority rule since the bank, as a secured claimant, is
not receiving property equal to the full amount of its allowed
claim since it bears insufficient interest.  U.S. Bank says that
since the Debtor intends to satisfy its tax liens pursuant to
Class 16 of its Chapter 11 Plan with 24 monthly payments, pursuant
to Sec. 511 and N.J.S.A. Sec. 54:5-60, it is entitled to continued
interest at the statutory rate amortized over the term of the
plan.  Each of the tax liens carries an 18% statutory rate of
interest, the bank argues.

Another holder of a tax lien, Equity Trust Company FBO Adam Kotlar
IRA, objects to confirmation, saying that the Plan fails to state
that the lienholders will retain the liens securing such claims as
required by 11 U.S.C. Sec. 1129(b)(2)(A)(i)(I).  This omission
warrants the denial of confirmation, Equity Trust argues.

Equity Trust also that the Debtor's proposed interest
modifications are not permitted.  It says that applying
precedents, a tax lien claimant is entitled to interest at the
statutory rate both pre-petition and post-petition, up to the date
of confirmation.

VFC Partners, 29 LLC, holder of a claim on account of a
prepetition credit facility, notes that the Plan is, in essence, a
liquidating Plan and, based upon the same, the Debtors have no
intention to reorganize.

According to VFC, if Debtors merely intend to sell all of the
collateral securing the Vist/VFC Loan, thereby incurring costs to
the estate, it would be more effective for VFC to take title to
the collateral, foreclose on said collateral and, after the sale
of all of the collateral, remit any surplus funds received from
the sale of the collateral to Debtors, thereby decreasing VFC?s
costs and potentially resulting in a net gain to Debtors.

VFC is represented by:

         Morris S. Bauer, Esq.
         Rebecca J. Price, Esq.
         NORRIS, MCLAUGHLIN & MARCUS, P.A.
         1611 Pond, Suite 300
         Allentown, PA 18104
         Tel: 610-391-1800

Equity Trust is represented by:

         LAW OFFICES OF HONIG & GREENBERG, L.L.C.
         Adam D. Greenberg, Esq.
         1949 Berlin Road, Suite 200
         Cherry Hill, New Jersey 08003-3737
         Tel: (856) 770-0990

MACWCP and U.S. Bank are represented by:

         GARY C. ZEITZ, L.L.C.
         Robin London-Zeitz, ESq.
         1105 Laurel Oak Road, Suite 136
         Voorhees, New Jersey 08043
         Tel: (856) 857-1222

                    About Gelt Properties, LLC

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.

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.


GELT PROPERTIES: Modifies Plan Without Re-Solicitation of Votes
---------------------------------------------------------------
Gelt Properties, LLC and Gelt Financial Corporation seek entry of
an order modifying their proposed plan of reorganization, and
consider all previously accepted ballots as accepting the First
Modified Fourth Amended Plan.

The Company won approval of the disclosure statement describing
the Fourth Amended Plan on Dec. 5, 2013.

The Debtors on Jan. 28 filed their First Modified Fourth Amended
Plan of Reorganization.  A copy of the document is available for
free at: http://bankrupt.com/misc/Gelt_1st_Mod_4th_Am_Plan.pdf

The Debtors believe the modifications do not adversely impact the
treatment of claims of any of the classes of the Plan and that
their acceptance need not be re-solicited.

The Debtors agreed to modify the Plan to modify the treatment of
New Century Bank, Dov Junik, Republic First Bank and Fox Chase
Bank.  The modifications do not adversely affect the class of the
respective creditors, the Debtors' reorganization or any other
class.

According to the Fifth Amended Disclosure Statement, the Plan
provides that all assets of the Debtors will be sold or liquidated
through payoffs of the Debtors' borrowers, rented or leased,
developed and maintained, in the ordinary course of business.
Through the Plan, the Debtors project they will increase fee-
driven income to compensate for a slight reduction in rental
income and interest income as a direct result of the liquidation
of the Debtors' loan portfolios through payoffs.

As economic conditions continue to improve and real estate
financing becomes more available, the Debtors will look to
generate new loans for commercial and investment real estate
properties.

                    About Gelt Properties, LLC

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.

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.


GENERAL MOTORS: Launches Probe Into Ignition Switch Recall
----------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. Chief Executive Mary Barra said the auto maker
has launched an internal investigation into its ignition switch
recall and "deeply regrets" the circumstances that brought the
company to this point.

"We have launched an internal review to give us an unvarnished
report on what happened," Ms. Barra said in a letter to employees
that was also posted on GM's website, the report cited.  "We will
hold ourselves accountable and improve our processes so our
customers do not experience this again."

This is the first time Ms. Barra has publicly addressed the
ignition switch issue since it has grown into a major recall
covering 1.6 million vehicles mostly built and sold in the U.S.,
the report related.  Thirteen deaths have been linked to the
problem, in which a switch can suddenly turn off when jarred,
shutting down air bags and the engine.  The recall covers some
Chevrolet Cobalt, Pontiac G5, Saturn, Solstice and HHR models.

The National Highway Traffic Safety Administration announced last
week it was launching its own "timeliness query" to determine
whether GM was noncompliant in its decision to recall the
vehicles, the report further related.  The auto maker face a fine
of as much as $35 million.

In her note, Ms. Barra said she has created a working group of
senior executives who are directing the response and monitoring
progress, the report pointed out.  That group reports to Ms.
Barra. She said the company has also apologized to customers and
provided regulators with information.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


GEOMET INC: Has Agreement to Sell Remaining Assets for $107-Mil.
----------------------------------------------------------------
GeoMet, Inc., has entered into an agreement to sell substantially
all of its coalbed methane interests and other assets located in
the Appalachian Basin in McDowell, Harrison, Wyoming, Raleigh,
Barbour and Taylor Counties, West Virginia and Buchanan County,
Virginia to ARP Mountaineer Productions, LLC, a wholly-owned
subsidiary of Atlas Resource Partners, L.P., a Delaware limited
partnership for a purchase price of $107 million, subject to
purchase price adjustments.  The effective date of the Asset Sale
is Jan. 1, 2014, and it is expected to close in the second quarter
of 2014 subject to the satisfaction of closing conditions and
stockholder approval.  The final net proceeds will be reduced
after accounting for the cash flows from the effective date to the
closing date.  The Company expects to realize sufficient net
proceeds to liquidate all outstanding liabilities.  A significant
portion of the asset sale proceeds will be required to repay the
Company's bank debt which currently totals approximately $71
million.

The Asset Sale will represent the sale of substantially all of the
Company's remaining assets.  Delaware law requires the Asset Sale
to be approved by a vote of the Company's stockholders.  A Special
Meeting date of stockholders will be designated in the near future
and will consist of two separate stockholder votes, both of which
must be approved in order for the Asset Sale to proceed:

   * At least 50 percent of the holders of the Company's Series A
     Convertible Redeemable Preferred Stock must consent to the
     asset sale.  As of Dec. 31, 2013, Sherwood Energy, LLC, owned
     approximately 59 percent of the outstanding Preferred Stock.

   * A majority of the capital stock having voting power will also
     be required to approve the Asset Sale.  The holders of the
     Preferred Stock will vote together with the common
     stockholders as a single class.  Each holder of the Preferred
     Stock is entitled to a number of votes equal to the number of
     shares of common stock into which the outstanding shares of
     Preferred Stock held by such stockholder on the record date
     are convertible into immediately prior to the vote.  As of
     Dec. 31, 2013, holders of the Preferred Stock held
     approximately 53 percent of voting power on an as-converted
     basis.

The Company intends to continue to evaluate other strategic
alternatives following the Asset Sale.  It is currently believed
that the interests of the stockholders may be best served if a
merger transaction can be identified and completed.  Failing the
ability to complete such a transaction, it is likely the Company
would be liquidated under Delaware law.

Current net sales on these properties are approximately 22 MMcf
per day.  At Sept. 30, 2013, using Securities and Exchange
Commission guidelines, our net interests in these wells
represented approximately 103.3 BCF of proved producing reserves.

Lantana Oil & Gas Partners was divestment advisor to GeoMet in
this transaction.  FBR Capital Markets & Co. also acted as
financial advisor to GeoMet in connection with this transaction.

Additional information is available for free at:

                        http://is.gd/FKjk3f

A copy of the Asset Purchase Agreement is available at:

                        http://is.gd/FY7vvo

                         About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas.  Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia.  It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia.  As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $149.95 million on $39.38 million of total revenues, as
compared with net income of $2.81 million on $35.61 million of
total revenues in 2011.  The Company's balance sheet at Sept. 30,
2013, showed $58.35 million in total assets, $92.15 million in
total liabilities, $41.19 million in mezzanine equity, and a
$74.99 million total stockholders' deficit.

Hein & Associates LLP, in Houston, Texas, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses, has a working
capital deficit of $4,659,296 at Dec. 31, 2012, and expects to
reclassify approximately $129,000,000 of long-term debt to current
liabilities on April 2, 2013.  These conditions, among others,
raise substantial doubt about its ability to continue as a going
concern.


GLYECO INC: Leonid Frenkel Stake at 9.9% as of Dec. 31
------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Leonid Frenkel disclosed that as of Dec. 31,
2013, he beneficially owned 5,172,013 shares of common stock of
Glyeco, Inc., representing 9.99 percent of the shares outstanding.
Mr. Frenkel previously reported beneficial ownership of 2,680,000
shares at Dec. 31, 2012.  A copy of the regulatory filing is
available for free at http://is.gd/JAcgqD

                         About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Glyeco disclosed a net loss of $1.86 million on $1.26 million of
net sales for the year ended Dec. 31, 2012, as compared with a net
loss of $592,171 on $824,289 of net sales for the year ended
Dec. 31, 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $15.55 million in total assets, $2.39 million in total
liabilities, $1.17 million in redeemable series AA convertible
preferred stock and $11.98 million total stockholders' equity.

Jorgensen & Co., in Lehi, UT, 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 not yet achieved profitable operations and is
dependent on its ability to raise capital from stockholders or
other sources and other factors to sustain operations.  These
factors, among other matters, raise substantial doubt that the
Company will be able to continue as a going concern.


GRANT WRIGHT: Case Summary & 8 Unsecured Creditors
--------------------------------------------------
Debtor: Grant Wright Huffman, LLC
        901 Waterfall Way, Suite 405
        Richardson, TX 75080

Case No.: 14-40483

Chapter 11 Petition Date: March 3, 2014

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

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

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John Huffman, managing member.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/txeb14-40483.pdf


GREEN FIELD: Signs Agreement With Lorenzo to Lift Automatic Stay
----------------------------------------------------------------
Green Field Energy Services Inc. and Gary Lorenzo signed an
agreement to lift the automatic stay that was applied to a case
filed by the claimant against the company.

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

Mr. Lorenzo filed a petition for damages last year after he
figured in an accident as a result of negligence on the part of
Green Field and one of its employees.  The case, which named the
company, Matthew Smith and Zurich American Insurance Co. as
defendants, was filed before the 16th Judicial District Court for
the Parish of St. Mary in Louisiana.

The case was automatically halted after Green Field filed for
Chapter 11 protection in October last year in U.S. Bankruptcy
Court for the District of Delaware.

U.S. Bankruptcy Judge Kevin Gross will hold a hearing on March 25
to consider approval of the agreement.  Objections are due by
March 11.

                     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.


HCA INC: Moody's Rates $3BB Secured Notes Ba3 & Retains B1 CFR
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD 3, 35%) rating to
HCA Inc.'s proposed offering of $1.0 billion of senior secured
notes due 2019 and $2.0 billion of senior secured notes due 2024.
Moody's understands that the proceeds of the offerings will be
used to redeem about $2.75 billion of senior secured notes and pay
related fees and expenses. While this will result in a modest
increase in outstanding debt, the refinancing will also benefit
cash flow through considerable interest savings. Therefore, there
is no change to the existing ratings of the company, including the
B1 Corporate Family Rating and B1-PD Probability of Default Rating
maintained at HCA Holdings Inc., the parent holding company of
HCA, Inc. (collectively HCA). The rating outlook remains positive.

Moody's rating actions are summarized below.

Ratings assigned:

Senior secured notes due 2019 at Ba3 (LGD 3, 35%)

Senior secured notes due 2024 at Ba3 (LGD 3, 35%)

Ratings Rationale

HCA's B1 Corporate Family Rating reflects Moody's expectation that
the company will operate with significant leverage. The rating
also reflects Moody's consideration of HCA's scale and position as
the largest for-profit hospital operator in terms of revenue,
which aids its ability to obtain resources needed to adapt to
changes in the sector and in the company's ability to weather
industry pressures. Finally, the rating incorporates Moody's
expectation that the company will limit increases in leverage for
shareholder initiatives.

Moody's would have to see the company maintain a more conservative
financial profile, consistent with that expected of the Ba3
rating, prior to considering an upgrade of the rating to that
level, including limiting increases in leverage for shareholder
distributions or share repurchases. Additionally, Moody's would
have to see continued earnings growth or repayment of debt such
that debt/EBITDA was expected to be maintained closer to 4.5
times.

If the company experiences a deterioration in operating trends,
for example, negative trends in same-facility adjusted admissions
or same-facility revenue per adjusted admission, Moody's could
downgrade the rating. Additionally, Moody's could downgrade the
ratings if the company incurs additional debt to fund shareholder
distributions or acquisitions so that debt/EBITDA was expected to
be sustained above 5.5 times.

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

HCA Inc. is a wholly owned subsidiary of HCA Holdings, Inc.
(collectively HCA). Headquartered in Nashville, Tennessee, HCA is
the nation's largest acute care hospital company as measured by
revenue. A portion of the equity of HCA is still held by private
equity firms Bain Capital and KKR as well as members of
management. The company generated revenue in excess of $34
billion, net of the provision for doubtful accounts, in the year
ended December 31, 2013.


HCA INC: S&P Assigns 'BB' Rating on $3BB Senior Secured Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
issue-level rating (two notches above the 'B+' corporate credit
rating on the company) to HCA Inc.'s proposed $3 billion senior
secured notes, which S&P expects to be issued in five- and eight-
year tranches.  S&P assigned a '1' recovery rating, indicating its
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default.  The notes will be drawn from HCA's
shelf registration filed under the SEC's well-known seasoned
issuer (WKSI) rules HCA will use the proceeds to repay existing
senior secured debt.  The issue-level ratings are the same as
S&P's existing senior secured ratings.

S&P's 'B+' corporate credit rating on Nashville, Tenn.-based HCA
Inc. reflects its "fair" business risk and "aggressive" financial
risk profile assessments.  S&P views the company's financial
policy as negative, which lowers the 'bb-' anchor score by one
notch, given a history of aggressive dividends and share
repurchase.  S&P's rating outlook is stable.  The fair business
risk reflects the government reimbursement risk, which offsets the
company's relatively diversified hospital portfolio with strong
market positions.  It's aggressive financial risk profile reflects
S&P's expectations that debt leverage will remain in the high 4x
to 5x range, and discretionary cash flow will be largely allocated
to support HCA's share repurchase policies.

RATINGS LIST

HCA Inc.
Corporate Credit Rating          B+/Stable/--

New Rating
HCA Inc.
Senior Secured
  Notes due 2019                  BB
   Recovery rating                1
  Notes due 2022                  BB
   Recovery rating                1


HEALTHWAREHOUSE.COM INC: Janice Marra Stake at 6.3% as of Dec. 31
-----------------------------------------------------------------
Janice Marra disclosed in an amended Schedule 13G filed with the
U.S. Securities and Exchange Commission that as of Dec. 31, 2013,
she beneficially owned 1,672,634 shares of common stock of
HealthWarehouse.com, Inc., representing 6.3 percent based upon
26,712,696 outstanding shares of Common Stock.  Ralph Marra also
disclosed beneficial ownership of 450,709 common shares of the
Company.  A copy of the regulatory filing is available at:

                        http://is.gd/UXeIkV

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012, citing significant losses and the need to raise additional
funds to meet the Company's obligations and sustain its
operations.

The Company reported a net loss of $5.57 million on $11.08 million
of net sales for the year ended Dec. 31, 2012, as compared with a
net loss of $5.71 million on $10.36 million of net sales during
the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.52
million in total assets, $5.97 million in total liabilities and a
$4.45 million total stockholders' deficiency.

                        Bankruptcy Warning

"The Company recognizes it will need to raise additional capital
in order to fund operations, meet its payment obligations and
execute its business plan.  There is no assurance that additional
financing will be available when needed or that management will be
able to obtain financing on terms acceptable to the Company and
whether the Company will become profitable and generate positive
operating cash flow.  If the Company is unable to raise sufficient
additional funds, it will have to develop and implement a plan to
further extend payables, attempt to extend note repayments,
attempt to negotiate the preferred stock redemption and reduce
overhead until sufficient additional capital is raised to support
further operations.  There can be no assurance that such a plan
will be successful.  If the Company is unable to obtain financing
on a timely basis, the Company could be forced to sell its assets,
discontinue its operation and /or seek reorganization under the
U.S. bankruptcy code," the Company said in its quarterly report
for the period ended Sept. 30, 2013.


HELIX ENERGY: S&P Withdraws 'B+' CCR at Company's Request
---------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including its 'B+' corporate credit rating, on Houston-based Helix
Energy Solutions Group Inc., at the company's request.


HOPE 7 MONROE: D.C. Circuit Rejects Appeal in RIASO Dispute
-----------------------------------------------------------
Hope 7 Monroe Street Limited Partnership entered bankruptcy in
2009.  RIASO, LLC was Hope 7's largest creditor.  During the
course of the bankruptcy proceedings, Hope 7 discovered
information suggesting RIASO and its agents had engaged in fraud
and breached their fiduciary duty to Hope 7.  Notwithstanding
those allegations, the bankruptcy court approved a settlement of
Hope 7's fraud-based claims against RIASO, approved RIASO's proof
of claim against Hope 7, and directed the payment of funds from
Hope 7's estate to RIASO.  When Hope 7 found additional evidence
relevant to RIASO's alleged fraud, it moved pursuant to Federal
Rule of Civil Procedure 60(b) for relief from judgment and asked
the court to reopen its earlier orders.  The bankruptcy court
denied Hope 7's Rule 60(b) motion; Hope 7 appealed first to the
district court and then to the U.S. Court of Appeals, District of
Columbia Circuit.  After the D.C. Circuit requested supplemental
briefing on the issue, RIASO argued Hope 7 lacks standing to
pursue this appeal.

In a Feb. 28 decision available at http://is.gd/NM75OWfrom
Leagle.com, the D.C. Circuit held that Hope 7 has standing to
appeal two of the bankruptcy court's orders, but not a third.  On
the merits of the remaining portion of the appeal, the D.C.
Circuit affirmed the lower courts' decisions not to reopen the
judgment.

"Hope 7 has not demonstrated it has standing to challenge the
bankruptcy court's settlement order or, with regard to the
remaining claims, that the bankruptcy court abused its discretion
in denying the Rule 60(b) motion for relief. The district court
did not err in affirming the bankruptcy court's decision.
Therefore, the appeal is dismissed in part and the order of the
district court is affirmed in part," the D.C. Circuit said.

Hope 7 owned apartment units appraised for roughly $3.3 million
that it wanted to convert to condominiums.  The partnership asked
Musse Leakemariam to help it obtain funds for the conversion.
Leakemariam arranged for RIASO to lend $1.6 million to Hope 7 to
refinance the partnership's mortgage and serve as a bridge loan
until a permanent construction loan could be arranged.  The
permanent financing never materialized, and Hope 7 was unable to
repay the bridge loan to RIASO.

After RIASO initiated foreclosure proceedings, Hope 7 filed a
voluntary petition for Chapter 11 bankruptcy on April 2, 2009.
The bankruptcy court converted the case to a Chapter 7 action and
appointed a trustee.

During a bankruptcy hearing in August 2009, Hope 7 learned
Leakemariam was both the loan broker and the lender.  Leakemariam
had formed RIASO, made up of 10 trusts benefitting Leakemariam's
family members, about a week before the bridge loan was made.
RIASO's only purpose was to make that loan.

On Nov. 6, 2009, Hope 7, along with Lenan and Pauline Cappel, its
sole limited partners, filed a complaint against Leakemariam,
RIASO, and Richard Boddie, RIASO's attorney, in D.C. Superior
Court. The plaintiffs alleged, inter alia, breach of fiduciary
duty, fraud, and misrepresentation.

RIASO filed a proof of claim in the bankruptcy court claiming
Hope 7 owed it about $3 million. Hope 7 objected, arguing, among
other grounds, RIASO and Leakemariam had engaged in fraudulent
inducement to contract and had breached their fiduciary duty. The
bankruptcy court overruled Hope 7's objection and ordered the
claim paid from the debtor's estate.

The trustee proposed to sell the estate's interest in the Superior
Court action to Boddie as a compromise of the claims, and the
bankruptcy court approved the sale of the claims to Boddie for
$30,000.  On Nov. 22, 2010, the court directed final distribution
of the estate's funds.

The appellate case is, HOPE 7 MONROE STREET LIMITED PARTNERSHIP,
Appellant, v. RIASO, LLC, Appellee, No. 12-7054 (D.C. Cir.).

Hope 7 Monroe Street Limited Partnership, in Washington, DC, filed
for Chapter 11 bankruptcy (Bankr. D. D.C. Case No. 09-00273) on
April 2, 2009.  Judge S. Martin Teel, Jr. presided over the case.
Lucy R. Edwards, Esq., in Washington, DC, served as counsel to the
Debtor.  In its petition, Hope 7 estimated under $50,000 in assets
and under $10 million in debts.  The petition was signed by Lenan
Cappel, a partner.


HOSTESS BRANDS: Kansas Labor Agency Opposes KCI Claim Estimation
----------------------------------------------------------------
The Kansas Department of Labor asked Judge Robert Drain to deny
the request of Old HB Inc. to estimate the claim asserted by
Kansas Commissioner of Insurance on behalf of the workers'
compensation fund.

The labor agency said the company is "seeking to estimate a non-
existent, unfiled claim" of the workers' compensation fund.

According to the agency, the purpose of the motion is "to prejudge
the ad damnum clause of a future turnover complaint seeking to
recover funds now held in a trust for the benefit of Kansas
workers."

"Those trust funds are not property of these Chapter 11 estates,"
the Kansas labor agency said in court papers.  "Consequently,
the estimation motion is not proper and should be denied."

The labor agency further said that Old HB is asking the court to
substitute for the agency, and render a "state administrative law
decision that does not touch upon or in any way relate to a
federal statutory scheme" instead of availing itself of the
remedies available under Kansas law.

Separately, Charles Fogarty, director of the Rhode Island
Department of Labor and Training, objected to the motion of Old HB
to estimate the claim allegedly asserted by the agency, and to
schedule a hearing regarding disbursement of the proceeds of the
letter of credit that was issued when the company's predecessors
had applied to the agency for permission to conduct business.

Mr. Fogarty said the company makes two assumptions in its motion
which are "fatally flawed."  According to him, Old HB falsely
assumes that it has a property interest in the proceeds of the
letter of credit which the agency has now called, and that the
agency has a claim against the company.

Mr. Fogarty pointed out that the agency has no claim against Old
HB since the agency has called the letter of credit and is
currently in possession of the surety funds.

The Kansas Department of Labor is represented by:

         Michael J. Venditto, Esq.
         Mark D. Silverschotz, Esq.
         REED SMITH LLP
         599 Lexington Avenue
         New York, NY 10022
         Tel: (212) 521-5400
         Fax: (212) 521-5450

Mr. Fogarty is represented by:

         Bernard Healy, Esq.
         Sean Fontes, Esq.
         RHODE ISLAND DEPARTMENT OF LABOR AND TRAINING
         1511 Pontiac Avenue
         Cranston, RI 02920

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.

Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million.  Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.

The bankruptcy estate has changed its name to Old HB Inc.


IMPERIAL METALS: Moody's Assigns B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned Imperial Metals Corporation a
B2 Corporate Family rating (CFR), B2-PD Probability of Default
rating and SGL-3 speculative grade liquidity rating. Moody's also
assigned a B3, 63-LGD4 senior unsecured rating to Imperial's
proposed US$325 million notes issue, due 2019. The rating outlook
is stable. This is the first time Moody's has rated Imperial
Metals.

Rating Rationale

Imperial's B2 corporate family rating is driven by its modest
scale, limited mine diversity, Moody's view that the company's
adjusted leverage (Debt/ EBITDA) will remain above 5x through most
of 2014, and execution risks associated with the Red Chris copper
and gold development project. The rating is favorably influenced
by the location of Imperial's key assets in a stable operating
jurisdiction (Canada), long reserve life, multi-metal exposure and
Moody's expectation that Red Chris' low cost operations will
enable the company to quickly and significantly de-lever beginning
late 2014.

Imperial's initial pro-forma debt capital will primarily consist
of about $350 million (C$ equivalent) senior unsecured notes,
about $50 million (C$ equivalent) in secured equipment loans, an
unused C$200 million senior secured revolver and an unused C$75
million subordinated revolving credit facility from a major
shareholder. The notes have been rated at one level below the
corporate family rating to reflect their subordination to expected
usage under the secured revolver.

Imperial's liquidity is adequate. Pro-forma cash of C$105 million
and unused revolvers totaling C$275 million as at September 30,
2013 are adequate to fund our expectation of about C$300 million
of negative free cash flow in the five quarters ending Q4/14,
including the cost to complete the Red Chris mine. Beyond this
time Moody's expects the company will generate free cash flow
positive as Red Chris ramps up production.

The stable outlook reflects Moody's expectation that Imperial will
maintain relatively steady earnings from Mount Polley and that Red
Chris will commence commercial production by late 2014.

What Could Change The Rating Up/Down

A higher rating would require Red Chris to successfully commence
operations on-time and on-budget and Moody's would need to expect
Imperial to de-lever and then maintain leverage below 3.5x.

A lower rating would result from operating challenges that
significantly impaired Moody's cash flow expectations from Mount
Polley and/or Red Chris, if cost overruns or meaningful delays
occurred at Red Chris or if Moody's expected Imperial's leverage
would be sustained above 5x.

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

Headquartered in Vancouver, British Columbia, Imperial Metals
Corporation produces copper and precious metals from its wholly-
owned Mount Polley and 50%-owned Huckleberry mines; both located
in British Columbia. The company also owns Red Chris, a $540
million copper-gold development, which is also located in British
Columbia.


IMPLANT SCIENCES: Incurs $4.4 Million Net Loss in Dec. 31 Qtr.
--------------------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $4.38 million on $3.15 million of revenues for the
three months ended Dec. 31, 2013, as compared with a net loss of
$3.72 million on $6.93 million of revenues for the same period a
year ago.

For the six months ended Dec. 31, 2013, the Company reported a net
loss of $10.40 million on $4.31 million of revenues as compared
with a net loss of $16.47 million on $8.35 million of revenues for
the same period a year ago.

The Company's balance sheet at Dec. 31, 2013, showed $5.46 million
in total assets, $57.89 million in total liabilities and a $52.42
million total stockholders' deficit.

                         Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$4,593,000 in cash available from our line of credit with DMRJ, at
February 4, 2014, we will require additional capital in the first
quarter of fiscal 2015 to fund operations and continue the
development, commercialization and marketing of our products.  Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws," the Company said
in the Quarterly Report.

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

                        http://is.gd/U6Evrp

                        About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 25, 2012, the
Company's principal obligation to its primary lender was
$33,429,000 with accrued interest of $3,146,000.  The Company is
required to repay all borrowings and accrued interest to this
lender on March 31, 2013.  These conditions raise substantial
doubt about its ability to continue as a going concern.


INTELLIPHARMACEUTICS INT'L: Broadfin No Longer a Shareholder
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Broadfin Capital, LLC, and its affiliates
disclosed that as of Dec. 31, 2013, they no longer hold shares of
common stock of Intellipharmaceutics International Inc.  The
reporting persons previously owned 1,728,221 shares at Dec. 31,
2012.  A copy of the regulatory filing is available for free at:

                        http://is.gd/Nj0EaL

                     About Intellipharmaceutics

Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada.  Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs.  Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals.  Based on this technology, Intellipharmaceutics
has a pipeline of product candidates in various stages of
development, including filings with the FDA in therapeutic areas
that include neurology, cardiovascular, gastrointestinal tract,
diabetes and pain.

The Company's balance sheet at Aug. 31, 2013, showed $4.11 million
in total assets, $5.49 million in total liabilities and a $1.37
million shareholders' deficiency.

                     Going Concern Uncertainty

"In order for the Company to continue operations at existing
levels, the Company expects that for at least the next twelve
months the Company will require significant additional capital.
While the Company expects to satisfy its operating cash
requirements over the next twelve months from cash on hand,
collection of anticipated revenues resulting from future
commercialization activities, development agreements or marketing
license agreements, through managing operating expense levels,
funds from senior management through the convertible debenture
described elsewhere herein, equity and/or debt financings, and/or
new strategic partnership agreements funding some or all costs of
development, there can be no assurance that the Company will be
able to obtain any such capital on terms or in amounts sufficient
to meet its needs or at all," the Company said in its quarterly
report for the period ended May 31, 2013.


INTELLIPHARMACEUTICS INT'L: Tekla Reports 9.9% Stake
----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Tekla Capital Management LLC and Daniel R.
Omstead disclosed that they beneficially owned 2,184,000 shares of
common stock of Intellipharmaceutics International Inc.
representing 9.9 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/h8EGZh

                    About Intellipharmaceutics

Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada.  Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs.  Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals.  Based on this technology, Intellipharmaceutics
has a pipeline of product candidates in various stages of
development, including filings with the FDA in therapeutic areas
that include neurology, cardiovascular, gastrointestinal tract,
diabetes and pain.

The Company's balance sheet at Aug. 31, 2013, showed $4.11 million
in total assets, $5.49 million in total liabilities and a $1.37
million shareholders' deficiency.

                     Going Concern Uncertainty

"In order for the Company to continue operations at existing
levels, the Company expects that for at least the next twelve
months the Company will require significant additional capital.
While the Company expects to satisfy its operating cash
requirements over the next twelve months from cash on hand,
collection of anticipated revenues resulting from future
commercialization activities, development agreements or marketing
license agreements, through managing operating expense levels,
funds from senior management through the convertible debenture
described elsewhere herein, equity and/or debt financings, and/or
new strategic partnership agreements funding some or all costs of
development, there can be no assurance that the Company will be
able to obtain any such capital on terms or in amounts sufficient
to meet its needs or at all," the Company said in its quarterly
report for the period ended May 31, 2013.


INTERNATIONAL FUEL: John Hennessy Stake at 7.9% as of April 11
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, John M. Hennessy disclosed that as of
April 11, 2013, he beneficially owned 12,375,000 shares of common
stock of International Fuel Technology, Inc., representing 7.90
percent of the shares outstanding.  Mr. Hennessy previously
reported beneficial ownership of 7,875,000 shares at Oct. 23,
2012.  A copy of the regulatory filing is available for free at:

                        http://is.gd/mNHSNq

                      About International Fuel

St. Louis, Mo.-based International Fuel Technology, Inc., is a
technology company that has developed a range of liquid fuel
additive formulations that enhance the performance of petroleum-
based fuels and renewable liquid fuels.

The Company reported a net loss of $2.57 million in 2011, compared
with a net loss of $2.21 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $2.45 million in total assets,
$4.74 million in total liabilities and a $2.28 million total
stockholders' deficit.

BDO USA, LLP, in Chicago, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations,
working capital and stockholders' deficits and cash obligations
and outflows from operating activities that raise substantial
doubt about its ability to continue as a going concern.

As reported by the TCR on May 14, 2013, the Board of Directors of
International Fuel terminated the engagement of BDO USA as the
Company's independent registered accounting firm.  The Board
appointed Malone Bailey LLP as the Company's new independent
registered accounting firm.


IVANHOE RANCH: Essel Enterprises Asks Court to Lift Stay
--------------------------------------------------------
Essel Enterprises, LLC asked the U.S. Bankruptcy Court for the
Southern District of California to lift the automatic stay with
respect to real properties located in El Cajon, California.

The company argued that its interest in the properties is not
"adequately protected" and that Ivanhoe Ranch Partners LLC has no
equity in those properties.

Essel Enterprises is represented by:

     Elizabeth A. French, Esq.
     GREEN BRYANT & FRENCH, LLP
     1230 Columbia St., Ste. 1120
     San Diego, CA 92101
     Tel: 619-239-7900
     Fax: 619-239-7800

Based in El Cajon, California, Ivanhoe Ranch Partners LLC aka
Ivanhoe Development Corp. filed for Chapter 11 bankruptcy case
(Bankr. S.D. Cal. Case No. 13-09397) on Sept. 23, 2013.  Judge
Laura S. Taylor presides over the Debtor's bankruptcy case.
Kenneth C. Hoyt, Esq., at Hoyt Law Firm, represents the Debtor as
counsel.  The Debtor estimated assets between $10 million and
$50 million and debts between $1 million and $10 million.


IVANHOE RANCH: Lembcke May Proceed With Compensation Claims
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
granted creditor Terry Lembcke's unopposed motion for relief from
the automatic stay in the Chapter 11 case of Ivanhoe Ranch
Partners, LLC.

The Court allowed the creditor to proceed with his pending workers
compensation claims before the California Workers Compensation
Appeals Board against the respondents -- the Debtor and U.S.
Trustee.

Based in El Cajon, California, Ivanhoe Ranch Partners LLC aka
Ivanhoe Development Corp. filed for Chapter 11 bankruptcy case on
Sept. 23, 2013 (Bankr. S.D. Calif. Case No. 13-09397).  Judge
Laura S. Taylor presides over the Debtor's bankruptcy case.
Kenneth C. Hoyt, Esq., at Hoyt Law Firm, represents the Debtor as
counsel.  The Debtor estimated assets of between $10 million and
$50 million, and debts of between $1 million and $10 million.

Tiffany L. Carroll, the U.S. Trustee for Region 15, was unable to
appoint creditors to serve on the Official Committee of Unsecured
Creditors for the Debtor.


J.C. PENNEY: S&P Revises Outlook to Stable & Affirms 'CCC+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on J.C.
Penney Co. Inc. to stable from negative.  At the same time, S&P
affirmed all other ratings, including the 'CCC+' corporate credit
rating, on the company.

"The outlook revision reflects our view that performance has begun
to stabilize and we forecast further modest gains over the next
year," said credit analyst David Kuntz.  "As a result, we are
revising our liquidity assessment to "adequate" from "less than
adequate".  However, in our view, the capital structure is
unsustainable, but the company does not have any meaningful
maturities over the next 12 months."

The stable outlook reflects S&P's view that liquidity will be
"adequate" over the next year and that sources of cash will exceed
uses by at least 1.2x.  However, S&P believes the company's
capital structure is unsustainable in the longer term, but it does
not have any meaningful maturities over the next 12 months and so
S&P do not see a clear path to default.  It incorporates S&P's
opinion that the company will also realize modest, sequential
performance gains because of the recent strategy changes, which
include merchandise repositioning and the reintroduction of sales
and promotions.

Downside scenario

S&P could consider lowering its rating if the company experienced
a reversal of its performance gains because of merchandise
missteps or an erosion of consumer spending.  At that time, S&P
believes the company could likely default within the next 12
months.  In such a scenario, the company is unable to stabilize
operations, leading to a cash burn that is meaningfully higher
than its forecast of around $750 million.  Under this scenario,
vendors would tighten turns leading to a substantial decline in
cash on hand.

Upside scenario

Although S&P considers the possibility for an upgrade to be remote
because EBITDA would have to be around $1 billion versus its
forecast of about $400 million, key positives would include
performance recovery much earlier than S&P currently expects as
the company implements its revised strategy.  Another important
component would be sustained cash flow from operations that covers
ongoing working capital needs and capital expenditures.
Additionally, S&P would look for indications that the company has
taken steps to reduce its funded debt, which, in its opinion,
result in a sustainable capital structure.  Any consideration for
an upgrade would require sustained leverage below 7.0x and
interest coverage above 1.5x.


KASPER LAND: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Kasper Land and Cattle Texas, LLC
        13 Pheasant Run
        Dalhart, TX 79022

Case No.: 14-20074

Chapter 11 Petition Date: March 3, 2014

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

Judge: Hon. Robert L. Jones

Debtor's Counsel: Bill Kinkead, Esq.
                  KINKEAD LAW OFFICES
                  6937 Bell St., Suite G
                  Amarillo, TX 79109
                  Tel: 806-353-2129
                  Fax: 806-353-4370
                  Email: bkinkead713@hotmail.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Eric Kasper, member.

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


KU-RING GAI RIDGE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ku-ring-gai Ridge Vineyards LLC
        PO Box 1599
        Sutter Creek, CA 95685

Case No.: 14-22155

Chapter 11 Petition Date: March 3, 2014

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Hon. Thomas Holman

Debtor's Counsel: Merle C. Meyers, Esq.
                  MEYERS LAW GROUP, P.C.
                  44 Montgomery St #1010
                  San Francisco, CA 94104
                  Tel: (415) 362-7500

                    - and -

                  STINSON LEONARD STREET LLP

Total Assets: $2.45 million

Total Liabilities: $2.03 million

The petition was signed by Daniel W. Harrow, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb14-22155.pdf


LAFAYETTE YARD: Court Rejects Key Employee Retention Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
disapproved Lafayette Yard Community Development Corporation's key
employee retention plan.

As reported in the Troubled Company Reporter on Feb. 7, 2014, the
City of Trenton, NJ, objected to Debtor's proposed key employee
retention plan stating that the Debtor failed to meet its burden
of proof demonstrating why Joyce Kersey -- the voluntary
chairwoman of the Debtor's board of directors and, therefore, an
insider -- must receive any compensation under the retention plan.

Trenton also said the Debtor failed to set forth any extraordinary
circumstances warranting nunc pro tunc approval for the Debtor to
convert its voluntary chairwoman into a paid employee with
compensation dating back to the Petition Date.

As reported in the TCR on Jan. 31, 2014, the Official Committee of
Unsecured Creditors and Roberta A. DeAngelis, U.S. Trustee for
Region 3, lodged objections to the Debtor's proposed key employee
retention plan.

The Committee said the Debtor failed to establish the basis to
support the payment of a $40,000 stipend to the volunteer
chairperson of the Debtor's Board of trustees, who is an insider
of the Debtor.  Moreover, the Debtor fails to provide any
justification to provide the proposed stipend retroactively to the
Petition Date.

The U.S. Trustee said the Debtor has not met its burden of proof
to support the approval of the retention plan that provides for
compensation to Ms. Kersey.   The U.S. Trustee added that the KERP
motion avoids the strict standard of Section 503(c)(1) of the
Bankruptcy Code by asserting that Ms. Kersey is not an insider of
the Debtor under the definition set forth in Section 101(31)(B) of
the Bankruptcy Code.

The Committee also adopted and incorporated arguments by the
Office of the U.S. Trustee.

Valerie A. Hamilton, Esq., at Sills Cummis & Gross P.C., and
William W. Kannel, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky
And Popeo, P.C., on behalf of Wells Fargo Bank, National
Association, as indenture trustee for the hotel bonds, also
objected to the retention program, stating that the plan must
reflect the economic and procedural status of the proceedings.
Wells Fargo also related that any relief on the KERP Motion must
also reflect that the Debtor first proposed to compensate
Mrs. Kersey at the Nov. 25, 2013 auction in the case, reflect the
services of the professionals that are assisting the Debtor, and
be scaled to reflect the actual and documented number of hours
Mrs. Kersey has reasonably expended on the Debtor's behalf.

The Debtor, in its motion, related that Ms. Kersey has literally
worked seven days a week, unpaid to date, to ensure that the
Debtor's hotel was sold for a maximum dollar, and supervised every
single expense incurred by the Debtor, to ensure that there were
no unwarranted, unearned payments, and that the Debtor's sale
proceeds were maximized in a fair manner to the Debtor's
creditors.

Since the Debtor sold the Hotel and is no longer an operating
entity, it has disengaged the services of its management company.
The Debtor, as a not-for-profit public entity, does not have any
employees and its board consists of unpaid volunteers.  Ms. Kersey
has been chosen, and has accepted the task, of being the sold
executive to complete the wind-down of the Debtor's affairs.

Under the KERP, Ms. Kersey would be compensated $50 per hour for
her time committed throughout the case, up to $40,000.  At a rate
of $50 per hour, 40 hours a week, for 22 weeks, the total
estimated compensation due to Ms. Kersey would total just over the
$40,000, at $44,000.

Edison Broadcasting LLC acquired the Lafayette Yard Hotel &
Conference Center for $6 million, after a competing bid at a
Nov. 25 auction pushed Edison to raise its initial $5.53 million
offer.  The bid of VBCE LLC in the amount of $5,665,000 was
declared the next highest and best bid.

                       About Lafayette Yard

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

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

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

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

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


LAUREL VALLEY: No Bifurcation of Hearing in Suit Against McIntosh
-----------------------------------------------------------------
Bankruptcy Judge Russ Kendig denied the request of McIntosh Oil
Co. seeking to bifurcate into two evidentiary hearings the
adversary proceeding filed by Anthony J. DeGirolamo, the chapter 7
panel trustee in the case of Laurel Valley Oil Co.

The Trustee filed an amended complaint on July 10, 2012, seeking
to avoid and recover allegedly fraudulent and preferential
transfers between Laurel Valley and McIntosh Oil.  The complaint
alleges that McIntosh purchased diesel fuel from the Debtor for
$11,379,731.19 when the actual market price for the fuel was
$15,050,917.68. Therefore, according to the Trustee, the Debtor
received a preferential or fraudulent transfer of $3,671,186.50
(the difference between McIntosh's purchase price and the market
price), which the Trustee seeks to recover for the benefit of the
bankruptcy estate.  The complaint consists of seven different
claims, all of which focus on fraudulent or preferential
transfers.

In its motion to bifurcate, McIntosh prefers one hearing to
determine if it acted in good faith within the meaning of 11
U.S.C. Sec. 548(c). If the court rules in McIntosh's favor, Sec.
548(a)(1)(A) is moot and a second hearing is not needed.  If the
court rules against McIntosh, the court would need to schedule a
hearing on the elements of a fraudulent transfer in violation of
Sec. 548(a)(1)(A).

Instead of potentially conducting two hearings, the Trustee
prefers that good faith under Sec. 548(c) and fraudulent transfers
under Sec. 548(a)(1)(A) be determined at one hearing.

The Court finds that bifurcation is not appropriate: The
significant overlap in evidence required for claims under Sec.
548(a)(1)(A) and Sec. 548(c) would create inefficiency and waste
judicial resources, which is counter to the purpose of
Fed.R.Bankr.P. Rule 7042(b).

The case is, ANTHONY J. DEGIROLAMO, Plaintiff, v. McINTOSH OIL
CO., Defendant, Adv. Proc. No. 12-6014 (Bankr. N.D. Ohio).  A copy
of the Court's Feb. 25, 2014 Memorandom of Opinion is not
available at http://is.gd/DDAoWWfrom Leagle.com.

Laurel Valley Oil Co., in Uhrichsville, Ohio, was placed in
bankruptcy with the filing of an involuntary Chapter 11 petition
(Bankr. N.D. Ohio Case No. 05-64330) on July 27, 2005.  Judge Russ
Kendig presides over the case.  Creditors who filed the petition
were represented by Kate M. Bradley, Esq., and Marc Merklin, Esq.,
at Brouse McDowell, LPA; and Bruce R Schrader, II, Esq., at
Roetzel & Andress.  The petitioning creditors and their alleged
claims are:

   Petitioners                        Amount of Claim
   -----------                        ---------------
Julian W. Perkins, Inc.                   $4,000,000
Paul Brine, President
P.O. Box 1137
Elyria, Ohio 44036

Truck World Inc.                          $1,136,190
Barry Brocker, CFO
1610 Thomas Road
P.O. Box 248
Hubbard, Ohio 44425

Marathon Ashland Petroleum, LLC           $6,376,855
Commercial Credit
539 South Main Street
Findlay, Ohio 45840


LEJ PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: LEJ Properties, Inc.
        2591 NE 28th St.
        Fort Worth, TX 76111

Case No.: 14-40965

Chapter 11 Petition Date: March 3, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Russell F. Nelms

Debtor's Counsel: J. Robert Forshey, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main St., Suite 1290
                  Ft. Worth, TX 76102
                  Tel: 817-877-8855
                  Email: jrf@forsheyprostok.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Lenard Emitt Jowell, Jr., president.

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


LIBERATOR INC: Posts $95,000 Net Income in Dec. 31 Quarter
----------------------------------------------------------
Liberator, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $95,112 on $4.15 million of net sales for the three months
ended Dec. 31, 2013, as compared with net income of $103,707 on
$3.98 million of net sales for the same period during the prior
year.

For the six months ended Dec. 31, 2013, the Company repoted net
income of $68,170 on $7.50 million of net sales as compared with
net income of $110,184 on $7.19 million of net sales for the same
period last year.

As of Dec. 31, 2013, the Company had $3.72 million in total
assets, $5.19 million in total liabilities and a $1.47 million
total stockholders' deficit.

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

                        http://is.gd/7S0ahD

                        About Liberator Inc.

Atlanta, Georgia-based Liberator is a vertically integrated
manufacturer that designs, develops and markets products and
accessories that enhance intimacy.  Liberator is also a nationally
recognized brand trademark, brand category and a patented line of
products commonly referred to as sexual positioning shapes and sex
furniture.

Liberator, Inc., incurred a net loss of $288,485 on $13.84 million
of net sales for the year ended June 30, 2013, as compared with a
net loss of $782,417 on $14.47 million of net sales during the
prior year.

Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, 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 a net loss of $288,485, a
working capital deficiency of $1,233,352, an accumulated deficit
of $8,047,685 and a negative cash flow from continuing operations
of $103,765.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


LILY GROUP: May Not Hire Balloting or Claims Agent
--------------------------------------------------
The Hon. Frank J. Otte of the U.S. Bankruptcy Court for the
Southern District of Indiana issued an order (i) not requiring
Lily Group, Inc., to employ a noticing agent, balloting agent or
claims agent, per Local Rule to the Federal Rules of Bankruptcy
Procedure (L.R. B-1007-2), and (ii) authorizing and charging the
Debtor with those duties.

The Debtor, in its motion, said that L.R. B-1007-2 imposes certain
requirements for noticing, balloting and managing claims filed in
Chapter 11 cases wherein the number of scheduled creditors exceeds
300 in count, unless excused by order of the Court.

The Debtor believed that the issues contemplated by L.R B-1007-2
are not applicable in its case because, among other things:

   a. on Jan. 27, 2014, Lily Group sold substantially all of its
      assets under a Section 363 sale, and accordingly, with
      regard to the estate of LGI, it is not anticipated that a
      chapter 11 plan will be forthcoming;

   b. by way of the claims bar order, the claims bar date
      expired on Jan. 24; and

   c. employment of a noticing agent (i) is not believed to be a
      necessity in the case, due to the manageable size of
      creditors, the fact noticing, balloting and claims agent.

                        About Lily Group Inc.

Lily Group Inc., the developer of an open-pit coal mine in Green
County, Indiana, filed a petition for Chapter 11 reorganization
(Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23, 2013, in Terre
Haute, estimating assets and debt both exceeding $10 million.

The Debtor is represented by Courtney Elaine Chilcote, Esq., and
David R. Krebs, Esq., at Tucker, Hester, Baker & Krebs, LLC, in
Indianapolis, Indiana.

U.S. Trustee Nancy J. Gargula appointed four members to the
official committee of unsecured creditors in the Chapter 11 cases
of Lily Group Inc. Faegre Baker Daniels LLP represents the
Committee.


LONG BEACH MEDICAL: Has Until March 19 to File Schedules
--------------------------------------------------------
Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern
District of New York extended to March 19, 2014, the deadline by
which Long Beach Medical Center, et al., must file their schedules
of assets and liabilities and statements of financial affairs.

                 About Long Beach Medical Center

Long Beach Medical Center was a 403-bed teaching and community
hospital located in Long Beach, New York.  It was shut down after
Hurricane Sandy devastated the hospital.

Long Beach MEdical 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. serves as the Debtor's counsel.
GCG, Inc., is the Debtor's claims and noticing agent.  The Hon.
Alan S. Trust presides over the case.

South Nassau Communities Hospital has offered $21 million to
purchase the assets.


LONG BEACH MEDICAL: Proofs of Claim Due April 25
------------------------------------------------
All persons and entities that assert a claim, as defined in
Section 101(5) of the Bankruptcy Code, against Long Beach Medical
Center, et al., which arose on or prior to the filing of the
Chapter 11 petition on February 19, 2014, must file a proof of
claim in writing so that it is received on or before April 25,
2014.

Proofs of claim filed by governmental units must be filed on or
before Aug. 18, 2014.

                 About Long Beach Medical Center

Long Beach Medical Center was a 403-bed teaching and community
hospital located in Long Beach, New York.  It was shut down after
Hurricane Sandy devastated the hospital.

Long Beach MEdical 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. serves as the Debtor's counsel.
GCG, Inc., is the Debtor's claims and noticing agent.  The Hon.
Alan S. Trust presides over the case.

South Nassau Communities Hospital has offered $21 million to
purchase the assets.


LONG BEACH MEDICAL: Employs GCG as Claims & Noticing Agent
----------------------------------------------------------
Long Beach Medical Center, et al., sought and obtained authority
from Judge Alan S. Trust of the U.S. Bankruptcy Court for the
Eastern District of New York to employ GCG, Inc., as claims and
noticing agent.

GCG will be paid the following hourly billing rates:

   Administrative, Mailroom and Claims Control         $45-$55
   Project Administrators                              $70-$85
   Project Supervisors                                $95-$110
   Graphic Support & Technology Staff                $100-$200
   Project Managers and Senior Project Managers      $125-$175
   Directors and Asst. Vice Presidents               $200-$295
   Vice Presidents and above                              $295

GCG will also be reimbursed for any necessary out-of-pocket
expenses.

Emily S. Gottlieb, an assistant vice president of GCG, Inc.,
assures the Court that her 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.  Ms. Gottlieb discloses that prior to the Petition Date,
the Debtors provided GCG a retainer in the amount of $20,000.

                 About Long Beach Medical Center

Long Beach Medical Center was a 403-bed teaching and community
hospital located in Long Beach, New York.  It was shut down after
Hurricane Sandy devastated the hospital.

Long Beach MEdical 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. serves as the Debtor's counsel.
GCG, Inc., is the Debtor's claims and noticing agent.  The Hon.
Alan S. Trust presides over the case.

South Nassau Communities Hospital has offered $21 million to
purchase the assets.


LPATH INC: HBM Healthcare Stake at 5.2% as of Dec. 31
-----------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, HBM Healthcare Investments (Cayman) Ltd. disclosed
that as of Dec. 31, 2013, it beneficially owned 695,555 shares of
common stock of Lpath Inc. representing 5.28 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/NczfyN

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $5.16 million.  Lpath disclosed a net loss of $2.75
million in 2012, as compared with a net loss of $3.11 million in
2011.  The Company's balance sheet at Sept. 30, 2013, the Company
had $17.96 million in total assets, $7.61 million in total assets,
$10.35 million in total stockholders' equity.


MACH GEN: Files for Chapter 11 Bankruptcy in Delaware
-----------------------------------------------------
Joe Schneider, writing for Bloomberg News, reported that Mach Gen
LLC, a New York-based electricity generator owned by units of
financial institutions that include Bank of America Corp. and
Credit Suisse Group AG, filed for bankruptcy in Delaware.

According to the report, the company, based in Athens, New York,
listed assets of more than $500 million and liabilities of more
than $1 billion in its Chapter 11 filing on March 3 in U.S.
Bankruptcy Court in Wilmington, Delaware.

The financial institutions created Mach Gen to hold 100 percent of
their interests in the New Athens project, which operates a three-
unit 936 megawatt natural-gas fired generating plant in New York
state, and generators in Charlton, Massachusetts, and Maricopa
County, Arizona, the Bloomberg report related, citing a Jan. 24
filing with the State of New York Public Service Commission.

Citigroup Alternative Investments LLC has a 1.1 percent stake in
Mach Gen, with Credit Suisse Securities (USA) LLC holding 8.7
percent and Merrill Lynch Genco II LLC having 13.9 percent,
according to the Chapter 11 filing, the report further related.
Sola Ltd. has a 10.6 percent stake.

Mach Gen had planned to file a prepackaged plan of reorganization
which would give the company's second-lien debt holders a 93.5
percent stake in the voting equity of the reorganized company,
according to the filing with the state commission, the report
said.  The reorganization, which is backed by the majority of
economic stakeholders, will wipe out about $1 billion of debt, the
company said in the state commission filing.

The case is In re Mach Gen LLC. 14-10461. U.S. Bankruptcy Court,
District of Delaware (Wilmington).


MACH GEN: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 bankruptcy cases:

     Debtor                                  Case No.
     ------                                  --------
     MACH Gen, LLC                           14-10461

     MACH Gen GP, LLC                        14-10462

     Millennium Power Partners, L.P.         14-10463
     10 Sherwood Lane
     Charlton, MA 01507

     New Athens Generating Company, LLC      14-10464

     New Harquahala Generating Company, LLC  14-10465

Type of Business: Electricity Generator

Chapter 11 Petition Date: March 3, 2014

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

Judge: Hon. Mary F. Walrath

Debtors' General
Counsel:             Matthew S. Barr, Esq.
                     Tyson M. Lomazow, Esq.
                     Michael E. Comerford, Esq.
                     MILBANK, TWEED, HADLEY & MCCLOY LLP
                     One Chase Manhattan Plaza
                     New York, NY 10005
                     http://www.milbank.com
                     Tel: 212-530-5000
                     Fax: 212-830-5000
                     Email: mbarr@milbank.com
                            tlomazow@milbank.com
                            mcomerford@milbank.com

                          - and -

                     Russell C. Silberglied, Esq.
                     John H. Knight, Esq.
                     Zachary L. Shapiro, Esq.
                     RICHARDS, LAYTON, & FINGER P.A.
                     One Rodney Square
                     920 North King Street
                     Wilmington, DE 19801
                     Tel: 302-651-7700
                     Fax: 302-651-7701
                     Email: silberglied@rlf.com
                            knight@rlf.com
                            shapiro@rlf.com

Debtors'
Financial
Advisor and
Investment
Banker:              Mark Hootnick
                     Brian Bacal
                     Gregory Doyle
                     Roger Wood
                     MOELIS & COMPANY
                     399 Park Avenue, 5th Floor
                     New York, NY 10022
                     http://www.moelis.com
                     Tel: 212-883-3800

Debtors'
Consultant:          PROTIVITI, INC.

Debtors'
Claims and
Noticing
Agent:               PRIME CLERK LLC

Debtors' Total Assets: $750 million as of Dec. 31, 2013

Debtors' Total Liabilities: $1.6 billion as of Dec. 31, 2013

The petitions were signed by Garry N. Hubbard, chief executive
officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
The Bank of New York             Bank Loan        $1,030,749,624
Mellon, as Second Lien
Collateral Agent
Bob Hingston
The Bank of New York Mellon
600 E Las Colinas Boulevard,
Suite 1300
Irving, TX 75039
Tel.: (972) 401-8625
Fax: (972) 401-4954

Siemens Energy, Inc              Trade Debt             $553,104
Cory Martin
1345 Ridgeland Parkway,
Suite 116
Alpharetta, GA 30004
Tel.: (678) 256-1810
Fax: (678) 256-1527

Midwest Towers Inc               Trade Debt             $439,931
Ron Thompson
P.O. Box 497
Windsor, CA 95492
Tel.: (707) 837-2190
Fax: (707) 837-2195

NAES Corporation                  Services              $342,926
Debra Olson, General Counsel
1180 NW Maple Street, Suite 200
Issaquah, WA 98027
Tel.: (425) 961-4700
Fax: (425) 270-6398

Siemens Energy, Inc               Trade Debt            $279,872
Thomas Hare
4400 Alafaya Trail
Orlando, FL 32826
Tel.: (407) 736-5366
Fax: (407) 736-5645

El Paso Natural Gas                Trade Debt           $205,960
Company

Electrical Reliability Service     Trade Debt           $146,432

Arizona Public Service Company     Utility              $137,000

Voith Turbo Inc                    Trade Debt            $73,442

Puretec Industrial Water           Trade Debt            $70,306

HMT, Inc                           Trade Debt            $64,243

Siemens Energy, Inc                Trade Debt            $56,483

Slack Chemical Company Inc         Trade Debt            $54,469

Mytek Network Solutions LLC        Services              $51,580

Environex, Inc                     Trade Debt            $50,000

SPX Flow Technology USA Inc        Trade Debt            $41,047

Wilson Electric                    Trade Debt            $35,932

Control Distributors Inc           Trade Debt            $35,622

Three C Electrical                 Trade Debt            $30,000
Company Inc.

Rosemount Inc Emerson              Trade Debt            $29,676
Process

Instrumentation &                  Trade Debt            $27,475
Controls LLC

International Services LLC         Trade Debt            $26,680

Stoddard Silencers Inc             Trade Debt            $26,425

McHale & Associates Inc            Trade Debt            $25,703

Schweitzer Engineering             Trade Debt            $25,200
Laboratories Inc

FPI Mechanical, Inc                Trade Debt            $25,035

Dowd Battery Company, Inc          Trade Debt            $24,302

GE Mobile Water, Inc               Trade Debt            $24,043

Casey Industrial Inc               Trade Debt            $23,760

Salt River Project                 Trade Debt            $18,823


MCGRAW-HILL GLOBAL: Moody's Rates $688MM Senior Secured Debt 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 to McGraw-Hill Global
Education Holdings, LLC's ("MHGE") new $688 million senior secured
term loan. Proceeds from the proposed term loan will be used to
refinance the existing senior secured term loan due 2019. The
company expects reduced pricing to result in savings of roughly
$26 million in annual cash interest payments. All other existing
ratings, including the B2 Corporate Family Rating, are unchanged
and the outlook remains stable.

Assigned:

Issuer: McGraw-Hill Global Education Holdings, LLC

NEW $688 million 1st Lien Senior Secured Term Loan due 2019:
Assigned B2, LGD3 -- 49%

To be withdrawn upon repayment:

Issuer: McGraw-Hill Global Education Holdings, LLC

Existing 1st Lien Senior Secured Term Loan due 2019 ($723
million outstanding): B2, LGD3 -- 49%

Ratings Rationale

MHGE's B2 Corporate Family Rating reflects its good market
position and broad range of product offerings in higher education
publishing tempered by challenging market conditions, high
leverage, and event risks related to ownership by a financial
sponsor, Apollo Global Management. MHGE's product capabilities
reasonably position the company to transition the business as
higher education publishing continues to shift to digital
offerings from traditional formats including printed textbooks.
The company nevertheless faces operating headwinds over the next
12 to 18 months from soft higher education enrollment, student
efforts to minimize costs through used and rental textbooks, and
the risk of revenue disruptions as the digital transition
continues to gain momentum. Moody's believes transitioning the
revenue base to digital from print will not be smooth as major
competitors will act aggressively to gain traction with their own
digital offerings, and as schools and students balance adoption
with efforts to minimize costs. To date, however, the company has
been able to grow cash revenue from digital offerings by a 23%
CAGR since 2011 and increasing the percentage of digital cash
revenue to 27% of total cash revenue in 2013 (or 35% excluding the
custom print segment).

MHGE is performing better than Moody's initial expectations when
Apollo acquired McGraw-Hill Education in March 2013. Pro forma
cash revenue of $1.3 billion is pacing just ahead of Moody's
expectations and effective cost controls have contributed to
better than expected free cash flow generation and an $81 million
term loan prepayment in December 2013 to be followed by another
$35 million prepayment by closing of the proposed facilities.
Moody's note the company is making good progress in establishing
itself as a stand-alone operation since being separated from its
former parent, McGraw-Hill Companies, Inc. Management indicates
that it has completed actions to achieve $44 million of expense
savings or 56% of its total $79 million savings target through
2015. The company's debt-to-EBITDA leverage has improved from the
initial 5.2x estimated at closing to roughly 4.4x as of FYE 2013
(incorporating Moody's standard adjustments and cash pre-
publication costs as an expense), and MHGE has the potential to
improve leverage further to under 4.0x in 12 months which would
position the company solidly within the B2 CFR. The company
continues to have good liquidity with $254 million of balance
sheet cash as of December 31, 2013 and improved free cash flow
generation given lower borrowing rates under the proposed term
loan facility. Moody's believes the potential for leveraging
transactions by Apollo increases as MHGE's cash flow rises given
the financial sponsor's track record, most recently with its
sister company, McGraw-Hill School Education, which funded a $445
million dividend in December 2013. In January 2014, the company
appointed a new CEO, David Levin, who is currently the CEO of UBM,
a London-based multinational media company, and will start at MHGE
in April 2014.

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

McGraw-Hill Global Education Holdings, LLC, headquartered in New
York, NY, is a global provider of educational materials and
learning services targeting the higher education, professional
learning and information markets with content, tools and services
delivered via digital, print and hybrid offerings. A subsidiary of
a publishing company that was formed in 1909, MHGE is one of the
three largest U.S. publishers focusing on the higher education
market with $1.3 billion of pro forma annual cash revenue. MHGE
has shared services arrangements with its smaller sister company,
McGraw-Hill School Education Holdings, LLC, a provider of digital,
print and hybrid instructional materials, and assessment offerings
for the K-12 market. MHGE and MHSE were acquired by funds
affiliated with Apollo Global Management, LLC in March 2013 for a
combined $2.4 billion purchase price and are both wholly-owned
subsidiaries of MHE US Holdings, LLC. MHGE (allocated 80% of the
combined purchase price) does not guarantee or provide any
collateral to the financing of MHSE (allocated 20% of the combined
purchase price) and MHSE does not guarantee or provide collateral
to the financing of MHGE.


MCGRAW-HILL GLOBAL: S&P Assigns 'B+' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate
credit rating to McGraw-Hill Global Education Holdings LLC (MHGE).
The outlook is stable.

At the same time, S&P assigned 'B+' issue-level ratings to all of
the company's first-lien senior secured credit facilities, with
recovery ratings of '3', indicating S&P's expectation of
meaningful (50% to 70%) recovery for lenders in the event of a
payment default.  These facilities include the company's
$688 million first-lien senior secured term loan, its $240 million
first-lien senior secured revolver, and $800 million first-lien
senior secured notes.

"We base the 'B+' corporate credit rating on our assessment of
MHGE as a "core" asset of its parent company, MHE US Holdings LLC
(MHE), which has a group credit profile of 'b+'.  MHE is also the
parent company of McGraw-Hill School Education (MHSE).  Our
business risk assessment of the consolidated MHE is "fair," which
reflects the company's solid competitive position in the higher
education and elementary-through-high school (el-hi) publishing
markets and its consistent free cash flow generation," said credit
analyst Christopher Thompson.  "However, the assessment also
reflects the company's exposure to college enrollment trends and
competition from the used and rental textbook markets, as well as
the combined entity's reliance on state and local budgetary
spending that directly affects the el-hi business."

The rating outlook is stable.  The outlook reflects S&P's view of
the consolidated MHE group.  MHGE's solid position in the higher
education and professional markets should result in improved
operating performance as a result of growth in digital products,
offset by secular declines in traditional print offerings.  The
outlook also reflects MHSE's solid position in the K-12 market,
which should result in improving operating performance as a result
of the widespread implementation of Common Core State Standards in
K-12 and a gradual stabilization of state and local budgets.
Additionally, the company has already identified and implemented
several cost savings that should bring gradual EBITDA margin
expansion over the next several years.  S&P expects the company to
continue generating consistent free cash flow and that the
consolidated MHE group will have GAAP-based lease adjusted debt to
EBITDA of 5x in 2014.

Downside scenario

S&P believes a downgrade is plausible under certain circumstances,
although not likely over the near term.  A downgrade would likely
entail near-double-digit percent declines in EBITDA, which could
occur if there is a significant increase in utilization of used
and rental textbooks, if the company loses market share in key
subjects to competitors, or if it takes the company longer than
expected to implement the common core state standards, despite
management restructuring and operational refocusing.  S&P could
also lower the rating if the financial policy of the entire MHE
group becomes more aggressive through debt-financed dividends or
acquisitions.

Upside scenario

Although an upgrade is less likely in the intermediate term, S&P
would consider raising the rating if the company can successfully
drive organic growth and market share gains through its digital
capabilities while strengthening its international operations and
effectively managing the decline in traditional print.  An upgrade
would also entail a commitment to maintain a more moderate
financial policy without debt-financed dividends and GAAP-based,
lease adjusted leverage of the consolidated MHE group below 4x.


MEDIA GENERAL: PWC Dismissed as Young's Accountants
---------------------------------------------------
Media General Inc. notified PricewaterhouseCoopers on Feb. 12,
2014, that they were dismissed as New Young Broadcasting Holding
Co., Inc., accountants.

Media General completed on Nov. 12, 2013, the transactions
contemplated by the Agreement and Plan of Merger, dated as of
June 5, 2013, by and among Media General, New Young Broadcasting
Holding Co., Inc., General Merger Sub 1, Inc., General Merger Sub
2, Inc. and General Merger Sub 3, LLC.  The transaction pursuant
to the Merger Agreement was treated as a "reverse acquisition" for
accounting purposes and, as such, the historical financial
statements of the accounting acquirer, Young, became the
historical financial statements of Media General.

PricewaterhouseCoopers LLP was the independent auditor that
audited Young's financial statements for the fiscal years ended
Dec. 31, 2012, and Dec. 31, 2011.  Deloitte & Touche LLP was Media
General's independent registered public accounting firm prior to
the Closing.  In contemplation of the closing of the transaction
contemplated by the Merger Agreement, on Nov. 6, 2013, Media
General's Audit Committee determined that Deloitte & Touche LLP
would serve as the independent registered public accounting firm
for Media General for the fiscal year ending Dec. 31, 2013.  That
dismissal was to become effective upon completion by PwC of its
procedures relating to Young's financial statements as of and for
the three and nine months ended Sept. 30, 2013.

PricewaterhouseCoopers LLP's reports on Young's financial
statements for the fiscal years ended Dec. 31, 2012, and Dec. 31,
2011 (which reports contain an explanatory paragraph regarding
Young Broadcasting Inc's emergence from bankruptcy and adoption of
fresh start reporting) did not contain an adverse opinion or
disclaimer of opinion or qualification or modification as to
uncertainty, audit scope, or accounting principles.  In addition,
the dismissal was not a result of any disagreement with the
accounting firm.

Media General has provided PricewaterhouseCoopers LLP with a copy
of the foregoing disclosures and requested that
PricewaterhouseCoopers LLP furnish a letter addressed to the SEC
stating whether or not it agrees with the above statements made by
Media General.

                         About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

Media General, Inc., closed on its business combination with New
Young Broadcasting Holding Co., Inc., on Nov. 12, 2013.

The Company's balance sheet at Sept. 30, 2013, showed
$749.87 million in total assets, $967.06 million in total
liabilities, and a $217.18 million in total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Report on July 10, 2013,
Moody's Investors Service upgraded Media General, Inc.'s Corporate
Family Rating to B1 from Caa1 reflecting the marked improvement in
credit metrics pro forma for the pending stock merger with New
Young Broadcasting Holding Co., Inc.

In the July 12, 2013, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Richmond,
Va.-based local TV broadcaster Media General Inc. to 'B+' from
'B'.  "The rating action reflects the improvement in discretionary
cash flow from the refinancing and our expectation that trailing-
eight-quarter leverage will remain at 6x or below over the
intermediate term," said Standard & Poor's credit analyst Daniel
Haines.


MI PUEBLO: Has Until April 17 to Decide on Unexpired Leases
-----------------------------------------------------------
The Hon. Arthur Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California, in an amended order, extended Mi
Pueblo San Jose, Inc.'s time to assume or reject real property
with National Retail Properties, LP, until the earlier of (i)
April 17, 2014, and (ii) the date of entry of an order confirming
a plan of reorganization.

As reported in the Troubled Company Reporter on Jan. 29, 2014,
Mi Pueblo is analyzing its business operations as part of its
reorganization process and believes it will need further time to
evaluate its reorganization efforts and ultimately determine how
Mi Pueblo plans to proceed Mi Pueblo currently is reaching out to
its Lessors, and anticipates that those lessors soon will execute
the stipulations allowing the requested extension of time.  When
stipulations are obtained for the current extension or future
extensions, Mi Pueblo intends to immediately file the stipulations
with the Court, accompanied by a proposed order approving such
stipulation and extension of time.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53893) in San Jose, California, on July 22, 2013.
An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


N AND N CONSTRUCTION: Chapter 11 Bankruptcy Petition Filed
----------------------------------------------------------
N and N Construction and Investments LLC filed a voluntary Chapter
11 petition (Bankr. W.D. Wash. Case No. 14-10155-MLB), on Jan. 9,
2014, represented by Daniel J Bugbee, Esq., as counsel.


NASSAU TOWER: Santander Bank Conditionally OKs Sale of NJ Assets
----------------------------------------------------------------
Santander Bank, N.A., formerly known as Sovereign Bank, N.A., on
Feb. 14 gave its conditional consent to Nassau Tower Realty, LLC's
motion to sell real estate located at 472 Princeton Avenue, Brick,
New Jersey.

The Debtor proposed to sell the property for $425,000, and the net
proceeds from sale of property is estimated to be $392,423, all of
which will be paid to Santander at closing.

Santander is owed $2,755,700, secured by the property and several
other real properties.

Santander consented to the sale on these conditions:

   a. the net proceeds to Santander from the sale of the
      property are approximately not less than $395,000;

   b. no U.S. Trustee fees are paid from or escrowed as part of
      the proceeds of the sale of the property, unless the Debtor
      represents under oath it holds insufficient other assets and
      cash on hand to pay the U.S. Trustee's fees in full;

   c. other fees are paid at closing, other than those identified
      in the motion exclusive of the U.S. Trustee fees; and

   d. the closing of the sale must occur by March 10, 2014.

Santander is represented by Robert E. Nies, Esq., at Wolff &
Samson PC.

As reported in the Troubled Company Reporter on Feb. 21, 2014, the
total value of the Debtors' real estate holdings is approximately
$11 million.  The proposed sale is for a minor portion of the
Debtors' holdings, approximately four percent of the total value,
but not substantially all of its assets.

In a separate filing, the Court authorized the Debtor to sell a
parcel of real estate located at 2457 Perkiomen Avenue, Reading,
Pennsylvania.  The Debtor is authorized to sell the property free
and clear of all liens, claims, judgments and interests, which may
appear of record at the time of closing, including but not limited
to the mortgage of TD Bank.

The Debtor is also authorized to pay from the closing proceeds
attorney's fees of $1,500 to Timothy Smith, Esq., for services
rendered as to the sale of property.

All sale proceeds, net of other payables, will be paid to TD Bank
on account of its mortgage.

                      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.


NATIVE WHOLESALE: Hearing Today on Chapter 7 Conversion Bid
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
will continue on March 5, 2014, at 10:00 a.m., the hearing to
consider the motion filed by the U.S. Trustee to convert the
Chapter 11 case of Native Wholesale Supply Company to Chapter 7
liquidation or to dismiss the case.

As reported by the Troubled Company Reporter on Aug. 28, 2013, the
States of California, Idaho, New Mexico, New York, and Oklahoma
asked the Court to: (i) grant their motion to convert or dismiss
the Debtor's Chapter 11 case; (ii) grant the U.S. Trustee's motion
to the extent that it seeks to convert the Debtor's bankruptcy
case; or (iii) in the alternative to conversion, require the
Debtor to continue through the Chapter 11 plan process in an
expedient manner and reset the dates for preparation of a plan and
disclosure statement if the Debtor believes it can repay all of
its creditors, and not just a single favored entity.

The TCR reported that the U.S. Trustee argued the Debtor (1) has
an inability to perform the statutory duties of a debtor-in-
possession and to comply with the requirements of the Chapter 11
Operating Guidelines; and (2) has failed to file monthly financial
reports for February and March 2013.

On Jan. 30, 2014, the States of California, Idaho, New Mexico, New
York, and Oklahoma and the United States filed a statement in
support of the U.S. Trustee's motion to convert or dismiss the
Chapter 11 case, stating that while a number of events have
occurred since the original motion of the U.S. Trustee to convert
or dismiss the case was filed, the basic premise of the motion
remains valid.

Craig T. Lutterbein, Esq., at Hodgson Russ LLP, the attorney for
the States, said in the Jan. 30 court filing, "The Debtor has not
proposed a plan within a reasonable time period and the States and
the United States are not convinced there is a reasonable
likelihood of rehabilitation.  As between the two options of
conversion or dismissal, the States and the United States believe
that conversion is the more appropriate option."  The Debtor's
exclusivity period has expired.

The counsel for the States can be reached at:

         Craig T. Lutterbein, Esq.
         HODGSON RUSS LLP
         The Guaranty Building
         140 Pearl Street, Suite 100
         Buffalo, New York 14202
         Tel: (716)856-4000

              - and -

         Karen Cordry, Esq.
         National Association of Attorneys General
         2030 M Street, NW
         Washington DC 20036
         Tel: (202)326-6251

The attorney for the United States can be reached at:

         Charles E. Canter, Esq.
         J. Christopher Kohn, Esq.
         Tracy J. Whitaker, Esq.
         U.S. Department of Justice
         Commercial Litigation Branch
         P.O. Box 875
         Washington, DC 20530
         Tel: (202)616-2236

               About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo,
New York, and Karen Cordry, Esq., National Association of
Attorneys General, in Washington, D.C.

No trustee, examiner or creditors' committee has been appointed in
the case.


NII HOLDINGS: Moody's Lowers Corporate Family Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating (CFR) of NII Holdings Inc. ("NII" or "the company") to Caa1
from B3. The downgrade reflects the company's poor 2013 operating
performance and the risk that the company will violate the
covenants governing its Mexican and Brazilian subsidiary debt,
which could trigger an event of default for up to $4.4 billion of
debt issued by intermediate holding companies NII Capital Corp.
and NII International Telecom S.C.A. Additionally, the company
faces grave challenges to its long term viability due to the
expectation of negative EBITDA for 2014, exacerbated leverage,
high execution risk related to the company's ongoing 3G network
investment cycle, and the need for an additional capital infusion
in 2015. As part of this rating action, Moody's has also
downgraded the company's unsecured debt at NII International
Telecom to B3 from B2 prior and affirmed the Caa2 rating on the
company's unsecured debt at NII Capital.

NII's speculative grade liquidity (SGL) rating was downgraded to
SGL-4 from SGL-1 due to the expectation that its operating
subsidiaries in Brazil and Mexico will likely breach their
covenants in June 2014 if NII does not obtain the necessary
amendments and/or waivers from the respective banks. The outlook
is negative.

Moody's has taken the following rating actions:

NII Holdings, Inc.

Corporate Family Rating, downgraded to Caa1 from B3

Probability of Default Rating, downgraded to Caa1-PD from B3-PD

Speculative Grade Liquidity Rating, downgraded to SGL-4 from
SGL-1

Outlook, changed to Negative from Stable

NII Capital Corp.

Senior Unsecured Notes, affirmed at Caa2 (LGD5, 80%)

Outlook, changed to Negative from Stable

NII International Telecom S.C.A.

Senior Unsecured Notes, downgraded to B3 (LGD3, 40%) from B2
(LGD3, 43%)

Outlook, changed to Negative from Stable

Rating Rationale

NII's Caa1 corporate family rating reflects its weak operating
performance, substantial indebtedness and Moody's expectation of
negative EBITDA for 2014. In addition, the company has been
investing heavily into implementing its 3G network infrastructure
to remedy its weak competitive position versus its larger peers.
The company has not executed its network upgrade quickly enough to
maintain market share and was late to deploy a full 3G platform
while its competitors are moving to install 4G. In Mexico,
customer service deteriorated sharply in the second half of 2013,
leading to an increase in subscriber disconnects. The company
faces substantial challenges in repairing its brand reputation,
executing its network upgrade, solving its liquidity shortfall and
negotiating amendments to its local credit facilities in Brazil
and Mexico.

NII's SGL-4 liquidity rating primarily reflects the risk that the
company may breach the covenants which govern debt issued by its
operating subsidiries in Brazil and Mexico. As of December 31,
2013 NII held $2.3 billion in cash and short term investments.
Based on its annual form 10-k, the company held $356 million in
cash at the NII Holdings (ultimate parent) level, no cash at NII
Capital and $940 million in cash and short term investments at the
NII International Telecom level. In addition, the company held
approximately $1.0 billion at the operating company level, with
$400 million in cash or short term securities in both Brazil and
Mexico and $168 million in Argentina, although these funds are
generally unavailable for use outside Argentina.

Moody's projects that NII will consume $1.3 billion in cash in
2014. Moody's forecasts NII to generate negative $50 million to
negative $100 million in EBITDA for 2014, spend $700 million in
capex and pay cash interest of $550 million. The company is
evaluating options to monetize assets, such as the remaining 1,000
towers it still owns or selling its Chilean or Argentinean
operations, but Moody's does not believe that these potential
transactions will result in a material change to the company's
liquidity.

Moody's could stabilize the outlook if the company can
successfully negotiate amendments to its Mexican and Brazilian
subsidiary debts and it stabilizes its Mexican operation's
subscriber and revenue base. Moody's could lower NII's ratings
further if the company cannot improve its weak liquidity position
or if it does not change the trajectory of its operating
performance.

The principal methodology used in this rating was the Global
Telecommunications 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.


NII HOLDINGS: S&P Lowers CCR to 'CCC+' on Weak 4th Qtr. Results
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Reston, Va.-based wireless carrier NII Holdings Inc.
(NII) to 'CCC' from 'CCC+'.  The outlook is negative.

At the same time, S&P lowered the rating on the senior unsecured
debt at NII International Telecoms S.C.A., a wholly-owned
subsidiary of NII, to 'CCC-'.  The '5' recovery rating is
unchanged and indicates S&P's expectation for modest (10%-30%)
recovery in the event of payment default.  S&P also lowered the
rating on the senior unsecured debt at NII Capital Corp. to 'CC'
from 'CCC-'.  The recovery rating on this debt remains at '6',
which indicates S&P's expectation for negligible (0%-10%) recovery
in the event of payment default.

"The downgrade follows the company's poor fourth-quarter 2013
results that were below our expectations, and its disclosure that
its auditors have uncertainty about the company's ability to
continue as a going concern," said Standard & Poor's credit
analyst Allyn Arden.  "NII also indicated that it will have to
significantly improve its operating performance and consider other
options to enhance its liquidity position to meet its financial
obligations and fund its business in 2015 and beyond.
Additionally, S&P now believes there is higher risk of the company
breaching financial maintenance covenants in its various bank and
vendor facilities over the next year."

The outlook is negative, based on S&P's expectation for EBITDA
losses in 2014 and ongoing free operating cash flow deficits,
which will hurt the company's liquidity position and increases the
risk of default on its debt obligations over the next year.


OCWEN ASSETS TRUST: Creditors' Meeting on March 10
--------------------------------------------------
Ocwen Assets Trust Inc. filed a Chapter 11 petition (Bankr. M.D.
Fla. Case NO. 14-01484) on Feb. 11, 2014.  The meeting of
creditors under 11 U.S.C. Sec. 341(a) is slated for March 10.


OHCMC-OSWEGO LLC: Bank Seeks Waiver of Compliance to Sec. 543(b)
----------------------------------------------------------------
BMO Harris Bank N.A., f/k/a Harris N.A., assignee of the Federal
Deposit Insurance Corporation as the receiver for Amcore Bank,
N.A., asks authority from the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, to excuse it from
complying with Section 543(b) of the Bankruptcy Code in the
Chapter 11 case of OHCMC-Oswego, LLC.

Section 543(b) requires a custodian to deliver to the Trustee or
debtor-in-possession all rents which are in the custodian's
possession.  BMO asserts that although the receiver in the
Debtor's Chapter 11 case has rents in its possession, the Receiver
should be excused from turning over any of those rents to the
Debtor.  The Receiver, BMO further asserts, should be left in
place as a receiver for the Debtor's properties and continue to
hold all rents subject to further order of the Court.

The Bank is a secured creditor of the Debtor.  In 2006, the Debtor
granted the Bank a first lien mortgage on certain real estate
commonly known as 139.621 acres of land North of Wooley Road, in
Oswego, Illinois.  In 2007, the Debtor granted a first lien
mortgage on certain real estate commonly known as two parcels of
land located on the North side and South side of Wooley Road just
West of Douglas Road, in Oswego, Illinois.

BMO alleges that the Debtor filed the Chapter 11 case not for
purposes of reorganizing but rather for the purpose of selling its
three parcels of undeveloped farm land, and it seeks turnover of
the funds held by the Receiver not for the benefit of creditors
but for the benefit of the Debtor?s professionals who will
supervise the sale process.

BMO is represented by Michael T. Benz, Esq. -- benz@chapman.com --
Gina M. Lavarda, Esq. -- lavarda@chapman.com -- and Brittany L.
Viola, Esq. -- bviola@chapman.com -- at CHAPMAN AND CUTLER LLP, in
Chicago, Illinois.

Naperville, Illinois-based OHCMC-Oswego, LLC, filed a Chapter 11
bankruptcy petition (Bankr. N.D. Ill. Case No. 14-05349) in
Chicago on Feb. 19, 2014, with plans to sell its assets.   Camille
O. Hoffmann signed the petition as president of managing and sole
member.  The Debtor estimated assets and debts of at least $10
million.  Freeborn & Peters LLP serves as the Debtor's counsel.
The Hon. Carol A. Doyle presides over the case.

The Debtor is an Illinois limited liability company that was
formed on July 12, 2005 to, inter alia, acquire, develop and sell
a series of real estate developments.  The Debtor is wholly owned
by Oliver-Hoffman Corporation.  The Debtor's principal place of
business is located at 3108 S. Rt. 59, Ste. 124-373, Naperville,
Illinois.


ONE HIGHLAND: Case Summary & 9 Unsecured Creditors
--------------------------------------------------
Debtor: One Highland Center, Inc.
        c/o James R. Rose
        1500 Railroad Ave.
        Saint Helena, CA 94574

Case No.: 14-10335

Chapter 11 Petition Date: March 3, 2014

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Hon. Tony M. Davis

Debtor's Counsel: Patrick C. Hargadon, Esq.
                  PATRICK C. HARGADON, P.C.
                  P.O. Box 1675
                  Dripping Springs, TX 78620
                  Tel: (512) 264-1033
                  Fax: 264-0947
                  Email: pharglaw@aol.com

Total Assets: $4.21 million

Total Liabilities: $3.86 million

The petition was signed by Willard H. Frazier, Jr., president.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/txwb14-10335.pdf


ORCHARD SUPPLY: Files Form 15 to Suspend SEC Reporting
------------------------------------------------------
OSH 1 Liquidating Corporation, formerly Orchard Supply Hardware
Stores Corporation, filed with the Securities and Exchange
Commission on Feb. 27 a Form 15 "CERTIFICATION AND NOTICE OF
TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934" to
provide notice of the suspension of its reporting obligation under
Section 12(g) of the Securities Exchange Act of 1934, as amended.
The Company has ceased filing any further periodic or current
reports under the Exchange Act.

On Aug. 30, 2013, pursuant to 11 U.S.C. Sec. 363, Orchard Supply
and its debtor-affiliates closed on the sale of substantially all
of their assets to Orchard Supply Company, LLC, a Delaware limited
liability company affiliated with Lowe's Companies, Inc.

On Dec. 20, 2013, the Bankruptcy Court entered an order confirming
the Debtors' Modified First Amended Plan of Liquidation dated
Dec. 6, 2013.

On Feb. 24, 2014, all conditions to the occurrence of the
effective date set forth in the Plan and the Confirmation Order
were satisfied or waived in accordance therewith and the effective
date of the Plan occurred. On the same date, the Debtors filed a
Notice of Effective Date of the Plan with the Bankruptcy Court.

As a result of the Plan being effective, all of the Company's
existing Equity Interests, consisting of authorized and
outstanding shares of Series A Preferred Stock, Class A Common
Stock, Class B Common Stock and Class C Common Stock were
cancelled without consideration and have no value.

Pursuant to the Plan, all equity interests in the Company
(including outstanding shares of Series A Preferred, Class A
Common Stock, Class B Common Stock, Class C Common Stock, options,
warrants or contractual or other rights to acquire any equity
interests of the Company) were cancelled on the Effective Date.

Orchard Supply said it is not possible to determine the extent of
recoveries of creditors of the Debtors, as such recoveries will
continue to be dependent on, among other things, the completion of
the asset recovery process and the determination of the total
claims pool, none of which have been completed at this time.

Following the effectiveness of the Plan, two of the Company's
directors, Kevin R. Czingerand Susan L. Healy, resigned as
directors of the Company, effective as of the Effective Date.

Meanwhile, pursuant to Article II.B of the Plan and the
Confirmation Order, requests for payment of Administrative Claims,
together with accompanying documentation, must be filed with the
Bankruptcy Court on or before 5:00 p.m., prevailing Eastern time,
on the first Business Day that is 30 days after the Effective
Date.  Each holder of an Administrative Claim shall file with the
Bankruptcy Court a request for payment of Administrative Claim (a)
by mailing, hand delivering or delivering by courier service such
request for payment of Administrative Claim to the Clerk of the
Bankruptcy Court at 824 North Market Street, 3rd Floor,
Wilmington, Delaware 19801 or (ii) by using the Bankruptcy Court's
CM/ECF electronic filing system.  The request for payment of an
Administrative Claim will be timely filed only if it actually
received by the Bankruptcy Court by 5:00 p.m., prevailing Eastern
time, on such date.

All Professionals employed by the Debtors or the Creditors
Committee in these Chapter 11 Cases, other than those
Professionals who have been otherwise relieved of the requirement
to file fee applications by prior orders of the Court, shall not
be required to file a request for payment of any Administrative
Claim on or before the Administrative Claims Bar Date for fees and
expenses arising under sections 330, 331 or 503(b)(2-5) of the
Bankruptcy Code, as such Professionals will instead file final fee
applications as required by the Bankruptcy Code and the Bankruptcy
Rules. All such Professionals shall file all requests for
allowance of compensation and reimbursement of expenses pursuant
to sections 328, 330 or 503(b) of the Bankruptcy Code for services
performed and expenses incurred in these Chapter 11 Cases through
the Effective Date by no later than 60 days following the
Effective Date.  The U.S. Trustee, the Debtors, the Liquidation
Trustee and the Creditors Committee will have 45 days from the
filing of such final fee applications to formally object to any
such fee applications, and, in the event such formal objection is
timely filed, the Court will schedule a hearing to determine all
objections to such applications for final allowances of
compensation or reimbursement of expenses under sections 328, 330
or 503(b) of the Bankruptcy Code.

                      About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation,
which operates neighborhood hardware and garden stores focused on
paint, repair and the backyard, and two affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16,
2013, to facilitate a restructuring of the company's balance sheet
and a sale of its assets for $205 million in cash to Lowe's
Companies, Inc., absent higher and better offers.  In addition to
the $205 million cash, Lowe's has agreed to assume payables owed
to nearly all of Orchard's supplier partners.

At the outset of bankruptcy, Orchard had 89 stores in California
and two in Oregon.  Orchard was 80.1 percent owned by Sears
Holdings Corp. until spun off in December 2011.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors appointed in case
has retained Pachulski Stang Ziehl & Jones LLP as counsel, and
Alvarez & Marsal as financial advisors.

Lowe's Cos. completed the $205 million acquisition of 72 of
Orchard Supply's 91 stores.

The Company changed its name to OSH 1 Liquidating Corporation and
reduced the size and simplified the structure of the Board of
Directors effective as of Aug. 20, 2013.


OSP GROUP: Moody's Rates $465MM Senior Secured 1st Lien Debt 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$465 million senior secured first-lien term loan of OSP Group,
Inc. ("OSP"). The B2 Corporate Family and B2-PD Probability of
Default Ratings were affirmed. The outlook remains stable. The
proceeds from the proposed term loan, $40 million of an
incremental second lien term loan and cash from the balance sheet
will be used to refinance existing indebtedness, pay transaction
fees and expenses and fund a dividend to shareholders.

The B1 rating on the company's current $372 million first lien
term loan due 2020 is unaffected, and will be withdrawn at the
close of this transaction.

The following rating was assigned:

$465 million Senior Secured First Lien Term Loan due 2021 at B1
(LGD3, 38%)

The following ratings were affirmed:

Corporate Family Rating at B2;

Probability of Default Rating at B2-PD

Ratings Rationale

OSP's B2 Corporate Family Rating reflects the company's aggressive
financial policies that drive high pro forma debt and leverage.
The proposed transaction will be the second dividend in seven
months. Pro forma for the proposed transaction, debt/EBITDA
(incorporating Moody's standard analytical adjustments) is
expected to approach 5.5x times for the latest twelve month period
ended December 31, 2013. The rating also reflects the company's
niche focus on the direct-to-consumer plus-size apparel market,
modest revenue scale in the retail and apparel industry, and a
high reliance on print media mailings to drive sales.

The company's rating is supported by favorable demographic trends
due the increasing number of overweight and obese people in the
U.S., the breadth of its product offering relative to many
competitors, and the solid growth trends in online retail
spending. The company's liquidity is expected to be good with
positive cash flow and availability under a proposed $60 million
ABL revolver (not rated by Moody's) expected to be more than
sufficient to cover seasonal working capital needs, modest capital
spending and debt amortization over the next twelve months.

The stable rating outlook reflects the expectation for continued
steady revenue and earnings growth and positive free cash flow
generation. However the outlook also reflects Moody's view that
longer term de-leveraging will likely be modest due to aggressive
financial policies, with leverage maintained over 5.0x times.

Ratings could be downgraded if revenue or earnings were to
deteriorate, competitive pressure increase, or financial policies
become more aggressive. Specific metrics include debt/EBITDA
exceeding 6.5 times or EBITA/interest below 1.5 times. A
deterioration in liquidity may also result in a negative rating
action.

Ratings could be upgraded if the company were to demonstrate the
willingness and ability to achieve and maintain debt/EBITDA to
below 5.0 times and EBITA/interest expense above 2.5 times,
through a combination of profitable growth, positive free cash
flow and using excess cash to pay down debt. A higher rating would
also require maintenance of good liquidity.

The B1 rating assigned to the company's proposed first lien term
loan facility reflects the B2-PD overall probability of default of
the company and a loss given default assessment of LGD3, 38%. The
facility benefits from the sizeable amount of junior claims in the
proposed capital structure, including the proposed $145 million
second lien term loan(not rated by Moody's), as well as its first
lien position on substantially all assets of the company, other
than accounts receivable, inventory and cash which are pledged on
a first lien basis to the company's proposed ABL credit facility.

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


OVERSEAS SHIPHOLDING: Plan Support Agreement With Lenders Revised
-----------------------------------------------------------------
Overseas Shipholding Group, Inc., on Feb. 12, 2014, entered into a
plan support agreement among the Debtors and certain of the
lenders holding an aggregate of approximately 60% of amounts
outstanding under the Company's $1.5 billion credit agreement,
dated as of Feb. 9, 2006.

As a result of additional lenders acceding to the Plan Support
Agreement, lenders holding approximately 72% of amounts
outstanding under the Credit Agreement are now Consenting Lenders.
The Plan Support Agreement requires such Consenting Lenders to
support and vote in favor of a proposed plan of reorganization of
the Debtors consistent with the terms and conditions set forth in
the term sheet attached as an exhibit to and incorporated into the
Plan Support Agreement.

On Feb. 27, 2014, the Debtors and the Consenting Lenders entered
into an amendment to the Plan Support Agreement.  The Amendment
increases the amount to be raised by the Company through the
rights offering contemplated by the Plan Support Agreement --
Rights Offering -- from $150 million to $300 million, which Rights
Offering will be back-stopped by the Consenting Lenders, their
designees or their assignees. In addition, the Debtors and
Consenting Lenders agreed to increase the amount of debt financing
contemplated to be raised by the Debtors pursuant to the Plan from
$625 million to $735 million.  The proceeds of such financing,
together with the additional proceeds from the Rights Offering
will enable the Debtors to satisfy the claims of Danish Ship
Finance A/s in full in cash.  As a result, the Debtors will
retain, for the benefit of the Debtors' reorganized business, the
ten vessels over which DSF has security interests.  The Plan
Support Agreement, as amended, remains subject to the approval of
the Bankruptcy Court.

A copy of the Amendment Agreement dated Feb. 27, 2014, among the
Debtors and the Consenting Lenders, is available at
http://is.gd/NTgo4W

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.

OSG has entered into a Plan Support Agreement with certain of the
lenders holding an aggregate of approximately 72% of amounts
outstanding under the Company's $1.5 billion credit agreement,
dated as of Feb. 9, 2006.  The Plan Support Agreement requires the
Consenting Lenders to support and vote in favor of a proposed plan
of reorganization of the Debtors consistent with the terms and
conditions set forth in the term sheet attached as an exhibit to
and incorporated into the Plan Support Agreement.

The Term Sheet, provides, among other things, that pursuant to the
Plan, creditors' allowed claims against the Debtors other than
claims under the Credit Agreement, will be paid in full, in cash,
including post-petition interest, and holders of equity interests
and claims subordinated pursuant to section 510(b) of the
Bankruptcy Code would receive a combination of stock and warrants
of reorganized OSG valued at $61.4 million, subject to dilution on
account of a management and director incentive program and a
Rights Offering.

Under the Plan reflected in the Term Sheet, holders of claims
arising out of the $1.5 billion Credit Agreement will receive
their pro rata share of stock and warrants of the reorganized OSG.
In addition, the Term Sheet provides that under the Plan, the
7.50% unsecured notes due in 2024, issued by OSG and the 8.125%
senior notes due in 2018, issued by OSG will be reinstated,
following payment of outstanding interest.


OVERSEAS SHIPHOLDING: Approval of Transition Services Deal Sought
-----------------------------------------------------------------
Overseas Shipholding Group, Inc., on Jan. 13, 2014, announced that
certain subsidiaries of OSG that own or charter-in 33 vessels in
OSG's international flag fleet intend to outsource certain
management services, including, but not limited to, the technical
management, certain aspects of commercial management and crew
management of the Core International Flag Fleet to V.Ships UK
Limited.

On Feb. 27, 2014, certain of the Debtors requested authorization
from the Bankruptcy Court to enter into agreements to outsource
certain management services including, but not limited to,
technical management, certain aspects of commercial management,
and crew management of vessels in the Debtors' international flag
fleet that are subject to security interests held by the Export-
Import Bank of China -- each a CEXIM Vessel -- and the DSF Vessels
to V.Ships, in the case of the CEXIM Vessels, and to International
Tanker Management, an affiliate of V.Ships, in the case of the DSF
Vessels.

In connection with entering into the Vessel Management Agreements,
certain of the Debtors have requested authorization to enter into
a transition services agreement with ITM specifying the terms and
conditions of the transition of management functions for the DSF
Vessels from non-Debtor OSG Ship Management (GR) Ltd. and non-
Debtor OSG Ship Management (UK) Ltd.  Finally, certain of the
Debtors have requested authorization to enter into an amendment to
the V.Ships Transition Services Agreement to, among other things,
provide for the transition of management functions of the CEXIM
Vessels from the OSG Managers to V.Ships and adjust provisions in
the V.Ships Transition Services Agreement relating to costs to
reflect the increase in the number of vessels to be managed by
V.Ships.  The effectiveness of the Agreements is subject to the
approval of the Bankruptcy Court.

On Feb. 27, 2014, the Debtors filed a motion seeking approval to
enter into the Agreements.

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.

OSG has entered into a Plan Support Agreement with certain of the
lenders holding an aggregate of approximately 72% of amounts
outstanding under the Company's $1.5 billion credit agreement,
dated as of Feb. 9, 2006.  The Plan Support Agreement requires the
Consenting Lenders to support and vote in favor of a proposed plan
of reorganization of the Debtors consistent with the terms and
conditions set forth in the term sheet attached as an exhibit to
and incorporated into the Plan Support Agreement.

The Term Sheet, provides, among other things, that pursuant to the
Plan, creditors' allowed claims against the Debtors other than
claims under the Credit Agreement, will be paid in full, in cash,
including post-petition interest, and holders of equity interests
and claims subordinated pursuant to section 510(b) of the
Bankruptcy Code would receive a combination of stock and warrants
of reorganized OSG valued at $61.4 million, subject to dilution on
account of a management and director incentive program and a
Rights Offering.

Under the Plan reflected in the Term Sheet, holders of claims
arising out of the $1.5 billion Credit Agreement will receive
their pro rata share of stock and warrants of the reorganized OSG.
In addition, the Term Sheet provides that under the Plan, the
7.50% unsecured notes due in 2024, issued by OSG and the 8.125%
senior notes due in 2018, issued by OSG will be reinstated,
following payment of outstanding interest.


OVERSEAS SHIPHOLDING: Responds to SEC Inquiry
---------------------------------------------
Overseas Shipholding Group, Inc., disclosed in a regulatory filing
with the Securities and Exchange Commission on Feb. 26 that in
January this year it replied to an SEC inquiry about OSG's
contacts with Syria, Sudan or Cuba.

"As you know, Syria, Sudan and Cuba are designated by the State
Department as state sponsors of terrorism and are subject to U.S.
economic sanctions and export controls.  Your 10-K [for the Year
Ended December 31, 2012] does not include disclosure about
contacts with those countries.  Please describe to us the nature
and extent of any past, current, and anticipated contacts with
Syria, Sudan or Cuba since your prior letter [dated October 28,
2010], whether through subsidiaries, affiliates, charterers, or
other direct or indirect arrangements.  Your response should
describe any services or products you have provided to or received
from Syria, Sudan or Cuba, and any agreements, commercial
arrangements, or other contacts you have had with the governments
of those countries or entities controlled by their governments,"
the SEC said in its letter sent December.

"We remind you that our comments or changes to disclosure in
response to our comments do not foreclose the Commission from
taking any action with respect to the company or the filing and
the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons
who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes
the information the Securities Exchange Act of 1934 and all
applicable rules require," the SEC warned in a Jan. 27 letter.

OSG said in a Jan. 17 response letter to the Commission that since
its 2010 letter, no OSG vessel has called on ports in Syria, Sudan
or Cuba.  A U.S. flag OSG vessel made two voyages during 2010 and
one voyage during 2011 to the United States Naval Base at
Guantanamo Bay, Cuba under charter to the U.S. Military Sealift
Command, an Operating Force within the United States Navy.

Since June 30, 2010, OSG has had no contacts with Syria, Sudan or
Cuba (except for the voyages to Guantanamo Bay, Cuba) and does not
anticipate contacts with such countries, whether through
subsidiaries, affiliates, charterers or other direct or indirect
arrangements, except to the extent that United States sanctions
regimes permit such contacts.  OSG has had no agreements,
commercial arrangements or other contacts with the governments of
Syria, Sudan or Cuba, or entities controlled by the government of
any of these countries, since the 2010 Response Date.

As a result of the absence of contacts with Syria, Sudan and Cuba,
OSG made no specific references to these countries in its risk
factor disclosure in the 2012 Form 10-K relating to countries
subject to restrictions imposed by the U.S. government.

A copy of OSG's letter is available at http://is.gd/T2IGk2

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.

OSG has entered into a Plan Support Agreement with certain of the
lenders holding an aggregate of approximately 72% of amounts
outstanding under the Company's $1.5 billion credit agreement,
dated as of Feb. 9, 2006.  The Plan Support Agreement requires the
Consenting Lenders to support and vote in favor of a proposed plan
of reorganization of the Debtors consistent with the terms and
conditions set forth in the term sheet attached as an exhibit to
and incorporated into the Plan Support Agreement.

The Term Sheet, provides, among other things, that pursuant to the
Plan, creditors' allowed claims against the Debtors other than
claims under the Credit Agreement, will be paid in full, in cash,
including post-petition interest, and holders of equity interests
and claims subordinated pursuant to section 510(b) of the
Bankruptcy Code would receive a combination of stock and warrants
of reorganized OSG valued at $61.4 million, subject to dilution on
account of a management and director incentive program and a
Rights Offering.

Under the Plan reflected in the Term Sheet, holders of claims
arising out of the $1.5 billion Credit Agreement will receive
their pro rata share of stock and warrants of the reorganized OSG.
In addition, the Term Sheet provides that under the Plan, the
7.50% unsecured notes due in 2024, issued by OSG and the 8.125%
senior notes due in 2018, issued by OSG will be reinstated,
following payment of outstanding interest.


PATTON BOGGS: Hires Advisers to Aid in Financial Overhaul
---------------------------------------------------------
Jennifer Smith, writing for The Wall Street Journal, reported that
Washington, D.C., law firm Patton Boggs LLP has hired a team of
advisers to aid in an overhaul of the firm's financial structure.

Edward Newberry, Patton Boggs managing partner, confirmed that the
advisers included Zolfo Cooper LLC, a turnaround firm that
provides financial advice to companies and clients such as
creditors in American Airlines, the Journal related.

As previously reported by The Troubled Company Reporter, Patton
Boggs is in merger talks with a larger law firm, Squire Sanders,
over a potential tie-up that could create a roughly 1,700-lawyer
global entity with offices in 22 countries.  The combination,
should both sides agree to proceed, could shore up the bottom line
of Patton Boggs, which is under growing strain amid a firm-wide
overhaul, and expend its international reach while lending Squire
Sanders significant heft in Washington.

The Journal related that Patton Boggs made two rounds of layoffs
last year in the firm's New York, New Jersey, Washington, D.C.,
and Denver, Dallas offices, and more than 20 partners also left.
Mr. Newberry has referred to 2013 as "a restructuring year," in
which the firm pushed unproductive partners to bill more hours and
embarked on other operational changes.

Mr. Newberry told the Journal that his firm is "looking at how to
most efficiently organize ourselves financially."  He said the
team of advisers had been hired to review issues such as the
firm's capital structure and portions of its compensation system,
in light of changes over the past year.  "It's not to do with
viability... we're not laying off any more people, we're not
making more head-count reductions, we're not closing any more
offices."

The Journal noted that Patton Boggs is known for its influence in
the capital, where Chairman Thomas Hale Boggs Jr. helped pioneer
the lobbying shop/law firm model that made the firm a Beltway
institution, the report related.  But its fortunes have faltered
in recent years amid a contracting legal market and disappointing
financial results. Patton Boggs's revenues slid by 12% in 2013, to
$278 million, and the firm is shutting down its Newark, N.J.,
office, whose earning power has plunged.

Squire Sanders has roots in Cleveland, Oh., but has grown in
recent decades into an international firm with 1,300 attorneys in
the U.K., across Europe, Asia and elsewhere, the Journal related.
In 2012 it had $774.5 million in revenue, according to rankings
compiled by the American Lawyer magazine.


PLANDAI BIOTECHNOLOGY: Delays Form 10-Q for Dec. 31 Quarter
-----------------------------------------------------------
Plandai Biotechnology, 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 has experienced a delay
in completing the necessary disclosures and finalizing its
financial statements with its independent public accountant in
connection with the Quarterly Report.  As a result of this delay,
the Company was unable to file the Quarterly Report by the
prescribed filing date of Feb. 14, 2014, without unreasonable
effort or expense.

                           About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

Plandai incurred a net loss of $2.96 million on $359,143 of
revenues for the year ended June 30, 2013, as compared with a net
loss of $3.83 million on $74,452 of revenues during the prior
fiscal year.  The Company's balance sheet at Sept. 30, 2013,
showed $8.89 million in total assets, $13.11 million in total
liabilities and a $4.22 million deficit allocated to the Company.

As reported by the TCR on Feb. 4, 2014,  Terry L. Johnson, CPA,
replaced Patrick Rodgers, CPA, P.A., as the Company's independent
accountant.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, 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 incurred losses since
inception, has a negative working capital balance at June 30,
2013, and has a retained deficit, which raises substantial doubt
about its ability to continue as a going concern.


PLYMOUTH OIL: Court Extends Deadlines in Avoidance Suit
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Iowa
extended the deadline in relation to the complaint Plymouth Oil
Company, LLC, filed against Plymouth Energy, L.L.C.

On May 23, 2013, Plymouth Oil Company, LLC filed its complaint
against Plymouth Energy, L.L.C. seeking recovery from the
defendant of a sum between $1.9 million to $3.9 million under six
separate Counts of Breach of Contract, Quantum Meruit, Unjust
Enrichment, Fraud in the Inducement, Fraudulent Transfer Avoidance
Bankruptcy Code Section 544(b) and Preferential Transfer Avoidance
Bankruptcy Code Section 547.

Pursuant to the Court's Order, these deadlines are extended: (a)
Discovery closes on July 24, 2014; (b) summary judgment motions
must be filed by Aug. 25; and (c) joint pretrial statement
submission deadline is Aug. 25.

                         About Plymouth Oil

Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23,
2012.  In its amended schedules, the Debtor disclosed $21,623,349
in total assets and $12,891,586 in total liabilities.

Plymouth Oil -- http://www.plymouthoil.com-- has a $30 million
extraction plant located at 22058 K-42 Merrill, Iowa, directly
across from the new Plymouth Energy Ethanol Plant.

Founded by local investors, Plymouth Oil Company, LLC started
operations in February 2010 purchasing raw corn germ and refining
this material into de-oiled germ meal and kosher food-grade
cooking oil.  The plant has the capability of pumping out 90 tons
of corn oil each day and about 300 tons of DCGM (defatted corn
germ meal) daily, which is used for hog, poultry and dairy feed.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., and Adam J. Freed, Esq., at Brown, Winick, Graves,
Gross, Baskerville and Schoenebaum, P.L.C., represent the Debtor
as counsel.  The petition was signed by David P. Hoffman,
president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.


PRECISION OPTICS: Incurs $252,000 Net Loss in Dec. 31 Quarter
-------------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $252,453 on $1 million of revenues for
the three months ended Dec. 31, 2013, as compared with a net loss
of $906,484 on $498,667 of revenues for the same period in 2012.

For the six months ended Dec. 31, 2013, the Company incurred a net
loss of $463,174 on $1.91 million of revenues as compared with a
net loss of $1.26 million on $1.06 million of revenues for the
same period during the prior year.

As of Dec. 31, 2013, the Company had $1.97 million in total
assets, $657,072 in total liabilities, all current, and $1.31
million in total stockholders' equity.

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

                        http://is.gd/s5ZnrX

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

Precision Optics incurred a net loss of $1.78 million on $2.51
million of revenues for the year ended June 30, 2013, as compared
with net income of $960,972 on $2.15 million of revenues during
the prior year.


PRECISION OPTICS: DAFNA Capital Stake at 8.6% as of Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, DAFNA Capital Management, LLC, and its
affiliates disclosed that as of Dec. 31, 2013, they beneficially
owned 384,193 shares of common stock of Precision Optics
Corporation, Inc., representing 8.62 percent of the shares
outstanding.  The reporting persons previously disclosed
beneficial ownership of 388,889 shares at Dec. 31, 2012.  A copy
of the regulatory filing is available for free at:

                       http://is.gd/9ZLCiA

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

For the six months ended Dec. 31, 2013, the Company incurred a net
loss of $463,174.  Precision Optics reported a net loss of $1.78
million for the year ended June 30, 2013, net income of $960,972
for the year ended June 30, 2012, and a net loss of $1.05 million
for the fiscal year ended June 30, 2011,

As of Dec. 31, 2013, the Company had $1.97 million in total
assets, $657,072 in total liabilities, all current, and $1.31
million in total stockholders' equity.


QUANTUM FOODS: Employs Young Conaway as Delaware Counsel
--------------------------------------------------------
Quantum Foods, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargatt & Taylor, LLP, as bankruptcy Delaware co-counsel.

The principal attorneys and paralegal presently designated to
represent the Debtors, and their current standard hourly rates,
are:

   M. Blake Cleary, Esq.               $670
   Kenneth J. Enos, Esq.               $430
   Andrew L. Magaziner, Esq.           $350
   Michelle Smith, paralegal           $200

Other attorneys and paralegals from Young Conaway may from time to
time also serve the Debtors with rates ranging from $280 to $975
per hour for attorneys and $65 to $245 per hour for paralegals and
other para-professionals.  The firm will also be reimbursed for
any necessary out-of-pocket expenses.

Young Conaway received a retainer in the amount of $35,000 on
January 17, 2014, in connection with the planning and preparation
of initial documents and its proposed post-petition representation
of the Debtors.

Mr. Cleary, a partner at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, 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. Cleary discloses that his
firm currently represents AT&T, Verizon Wireless, IHOP, Crystal
Financial LLC, Petro Group LTD., and Great American Insurance
Company in matters unrelated to the Debtors' Chapter 11 cases.

Consistent with the United States Trustees' Appendix B ?
Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses, Mr. Cleary says Young Conaway has not
agreed to a variation of its standard or customary billing
arrangements for this 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.

Mr. Cleary adds that Young Conaway was retained by the Debtors
pursuant to an engagement agreement dated as of January 17, 2014.
The billing rates and material terms of the prepetition engagement
are the same as the rates and terms described in the Application.
The Debtors have approved or will be approving a prospective
budget and staffing plan for Young Conaway's engagement for the
postpetition period as appropriate, Mr. Cleary tells the Court.
In accordance with the U.S. Trustee Guidelines, the budget may be
amended as necessary to reflect changed or unanticipated
developments.

Edgar Reilly, the Chief Administrative Officer and General Counsel
of Quantum Foods, LLC, relates that the Debtors engaged Young
Conaway as their bankruptcy Delaware co-counsel at the
recommendation of Winston & Strawn, LLP, the Debtors' primary
counsel.  In selecting Young Conaway, the Debtors reviewed the
rates of Young Conaway, 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, Mr. Reilly
further relates.

A hearing to consider approval of the employment application is
set for March 12, 2014, at 10:00 a.m. (ET).  Objections are
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: Taps FTI Consulting for CRO and Support Personnel
----------------------------------------------------------------
Quantum Foods, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ FTI
Consulting, Inc., to provide the Debtors Michael Buenzow as
designated chief restructuring officer, and other temporary
employees to provide restructuring support services.

FTI will, among other things, evaluate current liquidity position
and expected future cash flows and advise the Company in the
process of obtaining and maintaining debtor-in-possession
financing and assist the Company in preparing a collateral package
in support of the financing.  The CRO will lead management efforts
to further identify and implement both short-term and long-term
profit improvement, liquidity generating and debt reduction
initiatives in an effort to improve the ongoing viability of the
Company.

Pursuant to the Engagement Agreement, the Debtors agreed to
compensate FTI for the services of Temporary Employees at the
following hourly rates:

   Senior Managing Directors                  $780-$895
   Managing Directors                         $675-$745
   Directors                                  $560-$675
   Senior Consultants                         $410-$530
   Consultants                                $280-$380

Upon Mr. Buenzow's CRO role becoming effective, fees for Mr.
Buenzow will no longer be based on the aforementioned hourly rate
structure.  Fees for Mr. Buenzow's services as CRO will be billed
at a flat monthly rate of $125,000 for each full month during
which he is engaged as the CRO.  The firm will also be reimbursed
for any necessary out-of-pocket expenses.

Mr. Buenzow, a Senior Managing Director with FTI Consulting, Inc.,
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.

On or about May 20, 2013, FTI received $25,000 from the Debtors,
which funds were to be held by FTI to be applied to FTI's
professional fees, charges and disbursements for a previous
engagement where FTI provided certain financial advisory and
consulting advice to the Debtors.  The Debtors paid FTI $931,322
for fees and expenses in connection with the financial advisory
and consulting engagement, which represented the entire fees and
expenses due to FTI for the engagement.  Accordingly, the initial
$25,000 Retainer remained outstanding.  Subsequently, on
January 10, 2013, FTI received an additional payment of $100,000
from the Debtors that was added to the Retainer to increase the
total Retainer to $125,000.  Since May 20, 2013, FTI has been paid
$931,322 from the Debtors for fees and expenses incurred during
the engagement in addition to the $125,000 Retainer.  Prior to the
Petition Date, FTI applied $25,000 of the existing Retainer of
$125,000 to outstanding prepetition fees and expenses.  At
present, there is $100,000 of remaining Retainer amounts.  The
total amount received by FTI from the Debtors in the previous 12
months totals $1,056,322.

A hearing to consider approval of the employment application is
set for March 12, 2014 at 10:00 a.m. (ET).  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: Proposes to Hire City Capital as Investment Banker
-----------------------------------------------------------------
Quantum Foods, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ City
Capital Advisors, LLC, as their investment banker.

City Capital will assist in the evaluation of strategic
alternatives and render investment banking and financial advisory
services to the Debtors in connection with the Chapter 11 cases.
Specifically, City Capital will assist the Debtors in developing a
strategy for pursuing a Sale Transaction or Restructuring and, if
requested, contacting and eliciting interest from possible
counterparties to a Sale Transaction or Restructuring.  City
Capital will also advise the Debtors on tactics and strategies for
negotiating with their stakeholders and render financial advice to
the Debtors and participate in meetings or negotiations with (i)
stakeholders or other parties in connection with any Restructuring
or Sale Transaction or (ii) possible counterparties to a Sale or
Restructuring Transaction.

City Capital will be paid in accordance with the following fee
structure:

   (a) An initial, non-refundable advisory fee of $50,000 payable
       upon execution of the Engagement Letter.

   (b) Commencing on the Petition Date, a Monthly Fee of $30,000.

   (c) In the event that a Sale Transaction is consummated
       resulting in a change of control of greater than 50% of the
       equity or assets of the Company at the time the Sale
       Transaction is consummated, a Transaction Fee equal to 2%
       of the Transaction Consideration will be payable to City
       Capital upon the closing of the Sale Transaction.  The
       Transaction Fee will not be less than $700,000.

   (d) In addition to any fees that may be payable to City Capital
       and, regardless of whether any transaction occurs, the
       Debtors will reimburse City Capital for all documented
       out-of-pocket expenses.

Rachel Corn Kluge, a Managing Director of the firm City Capital
Advisors, LLC, assures the Court that her 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.

Ms. Kluge discloses that prior to the Petition Date, the Debtors
paid an initial non-refundable advisory fee of $50,000 to City
Capital and reimbursed City Capital for $5,815 in expenses
incurred and billed through the Petition Date.

A hearing to consider approval of the employment application will
be held on March 12, 2014 at 10:00 a.m. (ET).  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.


RADIOSHACK CORP: Plans to Close Up to 1,100 Stores
--------------------------------------------------
Drew Fitzgerald and Emily Glazer, writing for The Wall Street
Journal, reported that RadioShack Corp. plans to dramatically cut
back its store count, after a sharp drop in sales over the
holidays left it with a $400 million loss last year.

According to the report, the electronics retailer said it could
close as many as 1,100 U.S. stores -- one out of every four that
it operates itself -- underscoring the difficulty it has had
adapting to a fast changing consumer landscape.

The report related that American shoppers increasingly aren't
buying electronics in stores, and especially not in stores that,
as the company itself has joked, seem dated by decades. According
to data from Kantar Retail, 25% of all electronics, computer
products, appliances and office equipment were bought online last
year, a shift that has been more severe than for any other
category of goods.

The highly competitive industry has killed off rivals including
Circuit City, Tweeter Home Entertainment and CompUSA, the report
noted.  RadioShack Chief Executive Joe Magnacca is now fighting to
cut back the sprawling chain, stem a steep decline in sales and
stock his stores with products people want to buy.

RadioShack's shares fell 17% on March 4, after the company said
its loss swelled to $191.4 million in the last three months of the
year from $63.3 million a year earlier, the report said.  The
company's quarterly revenue fell 20% to $935.4 million amid a drop
in store traffic, deep promotions by competitors, and weak sales
of phones, tablets and accessories.

                    About Radioshack Corporation

RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com
-- is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.60 billion in total
assets, $1.21 billion in total liabilities and $394 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 26, 2013, Standard & Poor's Ratings
Services raised the corporate credit rating on the Fort Worth,
Texas-based RadioShack Corp. to 'CCC+' from 'CCC'.  "The upgrade
reflects an improved liquidity position with a recent financing
that increased funded debt by $125 million and increased the
company's revolving credit borrowing capacity, which improved
the company's liquidity by approximately $200 million," said
credit analyst Charles Pinson-Rose.

In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on
RadioShack Corporation.  The IDR reflects the significant decline
in RadioShack's profitability and cash flow, which has become
progressively more pronounced over the past two years.

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.


RCS CAPITAL: S&P Assigns 'B+' Issuer Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issuer credit rating on RCS Capital Corp. (RCS).  The rating
outlook is stable.  At the same time, S&P assigned its 'B+' issue
rating on the company's proposed $550 million senior secured
first-lien term loan (due 2019) and $25 million senior secured
first-lien revolving credit facility (due 2017), and assigned its
'B-' issue rating on the proposed $150 million senior secured
second-lien term loan (due 2021).

"The ratings on RCS reflect the firm's aggressive acquisition
strategy and financial management, which will result in a
considerable debt burden and negative tangible equity," said
Standard & Poor's credit analyst Olga Roman.  "While the
acquisitions will enable RCS to quickly gain scale and become one
of the largest independent brokers, we negatively view its very
limited track record operating as an independent combined firm."
Additionally, S&P believes RCS faces significant integration risk
as it combines several acquisitions simultaneously.  The firm's
variable cost structure and limited balance sheet risk only
partially offset these weaknesses.  S&P also views RCS' four
business segments, each with its own products, services, and
targeted customer base, as supportive of the rating.

RCS has several pending acquisitions, mostly in the independent
retail brokerage space.  For rating purposes, S&P assumed the
company will complete all of its pending acquisitions, and S&P
bases its analysis on pro forma combined entity data.  If the
pending acquisitions are not completed, S&P reserves the right to
revisit its ratings conclusions.

S&P's issuer credit rating on RCS is two notches lower than the
group credit profile of 'bb', reflecting the entity's structural
subordination.  This is consistent with S&P's criteria for
analyzing non-operating holding companies.

RCS is a holding company that, through its operating subsidiaries,
will provide independent retail advice, wholesale distribution,
investment management, and investment banking, capital markets,
and transaction management services.

RCS has been pursuing an aggressive acquisition strategy.  The
company completed its acquisition of First Allied Holdings in 2013
and has recently entered into agreements to acquire Hatteras Funds
Group, ICH, Summit Financial, Cetera, and J.P. Turner.  Before S&P
considers any upside that these acquisitions could provide to the
rating, it would like to see management's track record of
integrating acquisitions and operating as a stand-alone company.

"The stable outlook reflects our expectation that RCS will
complete its announced acquisitions and continue to operate with
minimal principal risk exposure and adequate liquidity.  We could
lower our ratings if RCS' earnings or liquidity were to materially
deteriorate, resulting in a debt-to-adjusted EBITDA ratio above
4.5x.  Additionally, we could lower our ratings on RCS if the
company were to experience significant operational issues during
the integration of its acquisitions, or if the firm were to face
meaningful civil litigation.  Because we do not anticipate
material sustained improvement in RCS' financial metrics over the
next 12-18 months, the potential for an upgrade is likely to be
limited.  An upgrade is also unlikely until RCS completes the
integration of its acquisitions and has established a track record
as a stand-alone company," S&P noted.


RESTORA HEALTHCARE: Has Interim OK to Obtain $4.0MM in DIP Loans
----------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware gave Restora Healthcare Holdings, LLC, et al., interim
authority to obtain postpetition financing from Healthcare Finance
Group, LLC, in the interim amount not to exceed $4.0 million.

The Court will convene a hearing on March 12, 2014, at 4:30 p.m.,
to consider final approval of the Debtors' request.  The DIP
Lender has committed to provide up to a maximum outstanding
principal amount of $7.0 million.  Objections are due on March 7.

The DIP Loan will accrue interest at LIBOR (subject to a 1.25%
floor) plus 6.50%.  The default rate is 4% in excess of the
applicable interest rate.  The DIP Loan matures four months from
the Petition Date.

The obligations in respect of the DIP Facility will be secured by
first priority senior liens on, and security interests in, all of
the Collateral subject only to (i) the carve-out, (ii) the liens
securing the existing term debt in the term loan senior
collateral, and (iii) existing liens to the extent valid,
enforceable and nonavoidable.  All of the Lender Debt will have
the status of a superpriority administrative expense claim.

Carve-out means (i) in the event of conversion of the Debtors'
Chapter 11 cases to a case under Chapter 7, payment of up to
$20,000 of fees and expenses of a trustee appointed under Section
702 of the Bankruptcy Code, (ii) the payment of all unpaid fees
payable to the U.S. Trustee, (iii) the payment of all fees and
expenses incurred during the case in an amount to to exceed
$250,000 prior to the entry of a Final DIP Order, and $500,000
following entry of a Final DIP Order, and (iv) an amount up to
$150,000 for the payment of professional fees incurred from and
after the occurrence of an event of default under the DIP Facility
following entry of a Final DIP Order.

The DIP Documents require the Debtors to, on or before April 25,
have the Court enter an order approving a sale of their assets,
and on or before April 30, have a qualified sale consummated.

The Debtors also sought and obtained interim Court authority to
use the prepetition collateral.  As of the Petition Date, the
Debtors were validly indebted in the approximate amount of $3.0
million on account of the revolving loans, plus accrued and unpaid
interest, fees and expenses including professional fees and
expenses incurred under or in connection with the existing loan
documents, and $2.6 million plus accrued and unpaid interest,
fees, and expenses incurred under the existing loan documents.

Before the entry of the Interim DIP Order, the Debtors resolved
the objection raised by the Department of Health and Human
Services.

A full-text copy of the Interim DIP Order is available for free
at http://bankrupt.com/misc/RESTORAdipord0227.pdf

Restora Healthcare Holdings, LLC, and two of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
14-10367 to 14-10369) on Feb. 24, 2014.  The petitions were signed
by George W. Dunaway as chief financial officer.  Restora
Healthcare estimated assets and debts of at least $10 million.
DLA Piper LLP (US) serves as the Debtors' counsel.


RICCO INC: Reeds Withdraw Appeal From Sale Order
------------------------------------------------
Jay R. Reed and Margaret E. Reed have notified the U.S. Bankruptcy
Court for the Northern District of West Virginia of their
withdrawal of an appeal from an order approving the sale of real
property owned by Ricco, Inc.

As reported in the Troubled Company Reporter on Dec. 17, 2013, the
Court authorized Robert L. Johns, the Chapter 11 trustee, to sell:

   -- real estate consisting of the Ricco Maryland property
      for $290,000 plus 5 percent buyer's premium of $14,500; and

   -- both the Debtor's interests of 86 percent and the interest
      of the non-debtor partners of Lupa Tana Partners for
      $830,000 plus 5 percent buyer's premium of $41,500.

As reported in the TCR on Oct. 23, 2013, the Court authorized the
trustee to hire Joe R. Pyle Auction & Realty Company as auctioneer
to assist the trustee in the sale.

As reported in the TCR on Sept. 19, 2013, the real estate to be
sold consists of various parcels of surface and minerals, totaling
approximately 1,590.71 acres of surface only or surface and
minerals and 3,250.3709 acres of minerals only, located in Garrett
County, Maryland and Mineral and Grant Counties, West Virginia.

                          About Ricco Inc.

Elk Garden, West Virginia-based Ricco, Inc. -- aka Amico Partners,
Ambizioso Partners, Lupo Tana Partners, and Tre Manichinos
Partners -- filed for Chapter 11 bankruptcy protection on Jan. 7,
2010 (Bankr. N.D. W.V. Case No. 10-00023).  In its schedules, the
Debtor disclosed $15,162,600 in assets and $4,093,674 in
liabilities as of the Petition Date.

Wendel B. Turner, Esq., and Robert L. Johns, Esq., at Turner &
Johns, PLLC, in Charleston, West Va., represent Robert L. Johns,
Chapter 11 Trustee as counsel.

David M. Thomas, Esq., and Michael R. Proctor, Esq., at Dinsmore
and Shohl LLP, in Morgantown, W. Va., represent the Official
Committee of Unsecured Creditors as counsel.


RIDGEWOOD FAMILY: Files for Chapter 7 Liquidation
-------------------------------------------------
Ridgewood Family 2700 LLC, filed a Chapter 7 petition (Bankr. M.D.
Fla. Case NO. 14-01446) on Feb. 10, 2014.  The Debtor estimated up
to 100,000 in assets and up to $500,000 in liabilities.  The
meeting of creditors under 11 U.S.C. Sec. 341(a) is set for
March 19.


ROYAL SUPPLY: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Royal Supply Company, Inc.
        1000 Royal Park Drive
        Monroe, GA 30656

Case No.: 14-30213

Chapter 11 Petition Date: March 3, 2014

Court: United States Bankruptcy Court
       Middle District of Georgia (Athens)

Debtor's Counsel: G. Scott Buff, Esq.
                  BUFF & CHRONISTER, LLC
                  1790 Atkinson Road, Suite D-200
                  Lawrenceville, GA 30043
                  Tel: 678-869-5201
                  Fax: 678-261-1567
                  Email: scott@buffandchronister.com

Total Assets: $2.04 million

Total Liabilities: $1.53 million

The petition was signed by Don R. Miller, president.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/gamb14-30213.pdf


SALON MEDIA: Incurs $299,000 Net Loss in Fiscal Third Quarter
-------------------------------------------------------------
Salon Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $299,000 on $1.87 million of net revenue for the three
months ended Dec. 31, 2013, as compared with a net loss of
$806,000 on $1.03 million of net revenue for the same period last
year.

For the nine months ended Dec. 31, 2013, the Company incurred a
net loss of $1.46 million on $4.63 million of net revenue as
compared with a net loss of $2.99 million on $2.72 million of net
revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2013, showed $2.41 million
in total assets, $4.70 million in total liabilities and a $2.29
million total stockholders' deficit.

"There has been a major shift underway in the media.  Digital news
sources, driven by advanced technologies and improved user
experiences across multiple devices, have begun to attract the
industry's best journalists and most creative advertisers," said
Cynthia Jeffers, CEO and CTO of Salon Media Group.  "Salon was the
first quality online media outlet, earning a reputation for our
bold, progressive journalistic voice.  We maintain our commitment
to that quality, while further integrating the latest technology
to ensure our journalists and readers have the most current, and
consistent and readily available access.  All of this is leading
us to our most exciting period of growth yet, and steady progress
toward a sustainable and profitable business."

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

                        http://is.gd/Xiwu58

                         About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

For the 12 months ended March 31, 2013, the Company had a net loss
of $3.93 million on $3.64 million of net revenues, as compared
with a net loss of $4.09 million on $3.47 million of net revenues
for the same period a year ago.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations and has an
accumulated deficit of $112.5 million at March 31, 2012, which
raise substantial doubt about the Company's ability to continue as
a going concern.


SARKIS INVESTMENT: Asserts Plan Filing Extension Necessary
----------------------------------------------------------
The U.S. Bankruptcy Court in Los Angeles, California, last week
heard arguments from Sarkis Investments Company, LLC, and a
creditor related to Sarkis' request to extend its exclusive
periods to file a plan of reorganization.

Secured creditor MSCI 2007-IQ13 Ontario Retail Limited Partnership
has objected to the Debtor's request for extension.

Prior to the hearing on Feb. 25, Sarkis filed papers in support of
an extension.  According to Sarkis, it needs more time to evaluate
complex issues in the case.  It said that a competing plan from
MSCI will only serve to interfere with the Debtor's duty to
propose a reorganization that serves the interests of all
creditors.

According to the Debtor, MSCI twisted the question of whether the
Debtor is seeking an extension of exclusivity to pressure its
creditors to serve its purposes by arguing that the Debtor is
seeking an extension to avoid pressure from MSCI.

On behalf of MSCI, Aron M. Oliner, Esq., at Duane Morris LLP, said
the Debtor's justifications for yet another extension of
exclusivity are at odds with reality.  Contrary to the picture
painted in the Debtor's exclusivity extension request, the case is
not a complex, multi-party restructuring, but rather is a simple
two-party dispute between a Debtor and its secured lender -- the
same dispute seen in virtually every single asset real estate
case, with the usual contested issues (default interest, yield
maintenance premium, etc.)

The Debtor sought a second extension of exclusivity until
April 30, 2014.

The Court has conducted a Chapter 11 status conference, during
which it took a dim view of the Debtor's failure to prosecute the
case.  The Court set a deadline of Feb. 28, 2014, for the Debtor
to file a Chapter 11 plan.

MSCI said the Debtor has done of substance during the first six
months of the case, including during its first extension of
exclusivity.  Moreover, based on the Debtor's knee-jerk broker
application and settlement proposal, it appears that only by
subjecting the Debtor to court-driven deadlines will the case move
forward.

In a separate filing, MSCI requested for judicial notice in
support of request to declare the Debtor's case as a "single asset
real estate" case.

                    About Sarkis Investment

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Judge
Robert Kwan presides over the case.  Pamela Muir signed the
petition as manager.  The Debtor estimated assets and debts of at
least $10 million.  Ashley M. McDow, Esq., at Baker & Hostetler,
LLP, serves as the Debtor's counsel.

Patrick Galentine was appointed by a state court as receiver for
the Debtor's assets.  The receiver may be reached at:

The receiver is represented by Reed Waddell, Esq., at Frandzel
Robins Bloom & Csato, LC.

MSCI 2007-IQ13 ONTARIO RETAIL LIMITED PARTNERSHIP, which initiated
the receivership proceedings against Sarkis in state court, is
represented by Ron Oliner, Esq., at Duane Morris LLP.


SHANGHAI CHAORI: Unable to Repay Interest Due on a Bond March 7
---------------------------------------------------------------
Lingling Wei and Wayne Ma, writing for The Wall Street Journal,
reported that a Chinese solar company said it won't be able to
repay investors all the interest due on a bond Friday, March 7, in
what may be the first ever default in China's $1.5 trillion
publicly traded corporate bond market.

According to the report, Shanghai Chaori Solar Energy Science &
Technology Co. Ltd, which makes solar cells and panels, announced
late March 4 that it won't be able to repay about 89.8 million
yuan ($14.6 million) interest on a 1 billion yuan bond issued two
years ago.  The company is scheduled to make the interest payment
on Friday.

"Due to various uncontrollable factors, until now the company has
only raised 4 million yuan to pay the interest," Shanghai Chaori
said in the statement, without further elaborating, the report
cited.

So far, China's governments and state-owned banks have largely
kept risky borrowers afloat by providing bailouts or debt
extensions, the report noted.  Chinese officials are worried that
defaults could lead to rising borrowing costs for some companies
already struggling with debt repayment.

Analysts have said that the absence of actual defaults is leading
to more risky lending practices and could cause more wasteful
investments in industries that have already suffered overcapacity,
the report further related.


SHOTWELL LANDFILL: Has Deal With Caterpillar on Use of Collateral
-----------------------------------------------------------------
Caterpillar Financial Services Corporation, successor in interest
to FCC Equipment Financing, Inc., a secured creditor, asks the
Bankruptcy Court to approve a stipulation and agreement with
debtor Debris Removal Partners, LLC, for adequate protection and
modification of the automatic stay.

The stipulation provides for the Debtor's continued use of
Caterpillar's collateral.  The Debtor will not sell, lease,
hypothecate or transfer without written consent of Caterpillar or
by Court order.  The Debtor will have the collateral insured and
make adequate protection payments of $2,646 beginning Jan. 1,
2014, and continue such payments thereafter on the 1st day of the
month until the Effective Date of a confirmed Plan.

A copy of the stipulation is available for free at:

   http://bankrupt.com/misc/ShotwellLandfill237stipadeqprotection.pdf

In a separate filing, Caterpillar also asks that the Court approve
a stipulation with debtor Shotwell Landfill, Inc.  The stipulation
provides for Shotwell Landfill's continued use of Caterpillar's
collateral.  The Debtor will not sell, lease, hypothecate or
transfer without written consent of Caterpillar or by Court order.
The Debtor will also have the collateral insured and make adequate
protection payments of $1,699 beginning July 1, 2013, and continue
such payments thereafter on the 1st day of the month until the
Effective Date of a confirmed Plan.

A copy of the stipulation is available for free at:

   http://bankrupt.com/misc/ShotwellLandfill236stipadeqprotection.pdf

                    About Shotwell Landfill, Inc.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013.  The Debtor disclosed $23,027,736 in
assets and $10,039,308 in liabilities as of the Chapter 11 filing.
Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y.
Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C.,
represent the Debtor as counsel.  William W. Pollock, Esq., at
Ragsdale Liggett PLLC, in Raleigh, N.C., represents the Debtor as
special counsel.

The Bankruptcy Administrator was unable to appoint an official
committee of unsecured creditors in the Debtor's case.

The Debtor, in its amended schedules disclosed $23,043,736 in
assets and $10,048,364 in liabilities as of the Chapter 11 filing.

The Court will convene a hearing on March 25, 2014, at 10:00 a.m.,
to consider confirmation of the Debtors' consolidated Plan of
Reorganization dated Feb. 3, 2014.  The Debtors' plan proposes to
pay all Allowed Claims in full.


SIONIX CORP: Delays Form 10-Q for Dec. 31 Quarter
-------------------------------------------------
Sionix Corporation 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 has experienced a delay in
completing the information necessary for including in its
quarterly report on Form 10-Q, in particular its financial
statements, for the quarter ended Dec. 31, 2013.  The Company
expects to file the December 2013 Quarterly Report within five
days of the prescribed due date.

                         About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.  The Company's balance sheet at June 30, 2013,
showed $1.04 million in total assets, $7.62 million in total
liabilities and a $6.58 million total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


SORENSON COMMUNICATIONS: Case Summary & 30 Top Unsec. Creditors
---------------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 bankruptcy cases:

     Debtor                                    Case No.
     ------                                    --------
     Sorenson Communications Holdings, LLC     14-10453
     4192 South Riverboat Road
     Salt Lake City, UT 84123

     Sorenson Communications, Inc.             14-10454
     4192 South Riverboat Road
     Salt Lake City, UT 84123

     Allied Communications, Inc.               14-10455

     CaptionCall, LLC                          14-10456

     SCI Holdings, Inc.                        14-10457

     Sorenson Communications of Canada, ULC    14-10458

     Sorenson Holdings, Inc.                   14-10459

Type of Business: Provider of video relay services (VRS) for
                  people with hearing loss.

Chapter 11 Petition Date: March 3, 2014

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

Judge: Hon. Brendan Linehan Shannon

Debtors' Counsel:    James H.M. Sprayregen, Esq.
                     Patrick J. Nash, Jr., Esq.
                     Ross M. Kwasteniet, Esq.
                     Noah J. Ornstein, Esq.
                     KIRKLAND & ELLIS LLP
                     300 North LaSalle Street
                     Chicago, IL 60654
                     T: (312) 862-2000
                     F: (312) 862-2200
                     Email: james.sprayregen@kirkland.com
                            patrick.nash@kirkland.com
                            ross.kwasteniet@kirkland.com
                            oah.ornstein@kirkland.com

Debtors' Co-Counsel: Timothy P. Cairns, Esq.
                     PACHULSKI STANG ZIEHL & JONES LLP
                     919 N. Market Street, 17th Floor
                     Wilmington, DE 19801
                     Tel: 302-652-4100
                     Fax: 302-652-4400
                     Email: tcairns@pszjlaw.com

                       - and -

                     Laura Davis Jones, Esq.
                     PACHULSKI STANG ZIEHL & JONES LLP
                     919 N. Market Street, 17th Floor
                     Wilmington, DE 19899-8705
                     Tel: 302 652-4100
                     Fax: 302-652-4400
                     Email: ljones@pszjlaw.com

Debtors' Consultants: ALIXPARTNERS LLC

Debtors'
Financial
Advisor and
Investment
Banker:              MOELIS & COMPANY LLC

Debtors' Claims/
Noticing Agent:      KURTZMAN CARSON CONSULTANTS, LLC

Debtors'             KURTZMAN CARSON CONSULTANTS, LLC
Administrative
Advisor:

Debtors' Total Assets: $645 million as of Jan. 31, 2014
Debtors' Total Liabilities: $1.4 billion as of Jan. 31, 2014

The petitions were signed by Scott Sorensen, chief financial
officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                         Nature of Claim   Claim Amount
   ------                         ---------------   ------------
U.S. Bank National Association    Notes             Undetermined
60 Livingston Avenue              Deficiency
Saint Paul, MN 55107-2292         Claim
Tel: (651) 466-6309
Fax: (651) 466-7430
Attn.: Joshua A. Hahn, VP

with a copy to Counsel:

Dorsey & Whitney LLP
51 West 52nd Street
New York, New York 10019
Tel: (212) 415-9335
Fax: (212) 953-7201
Attn.: Mark Jutsen

Internal Revenue Service          Income Taxes      Undetermined
500 North Capitol Street NW
Washington, DC 20221
Tel: (202) 874-5748

Federal Communications            Settlement          $5,255,000
Commission
445 12th Street SW
Washington, DC 20554
Tel: (888) 225-5322
Fax: (866) 418-0232
Attn.: Tom Wheeler

Wiltshire & Grannis LLP           Professional          $250,874
1200 Eighteenth Street NW         Services
Washington, DC 20036
Tel: (202) 730-1325
Fax: (202) 730-1301
Attn.: Christopher Wright

Ultimate Software Group           Equipment             $219,087
Corporation                       Maintenance

Level 3 Communications LLC        Telecom               $130,976
                                  Services

AT&T                              Telecom               $130,929
4513 Western Avenue               Services
Lisle, IL 60532
Tel: (800) 235-7524
Fax: (800) 547-1333
Attn.: Resource Department
TFM Processing

DeafNation Corporation            Non-profit             $77,475
                                  Organization

Merrill Communications LLC        Data Site              $32,195
                                  Services

United Parcel Service (UPS)       Freight and            $29,420
                                  Delivery Services

Intuit Inc.                       Software Provider      $23,707

Van Scoyoc Associates             Professional Services  $20,066

Emergency Lighting Equip SVC      Equipment              $11,680
Company Inc.                      Maintenance

Elwood Staffing                   Staffing Agency         $9,476

Snow, Christensen & Martineau     Professional Services   $6,746

Rivetal, Inc.                     Marketing Services      $6,506

Sports Den Corporate Sales Inc.   Uniform Supplier        $5,993

National Instruments Corporation  Software Provider       $5,682

Miller Electric Company           Construction Services   $5,160
Corporation

Cisco Systems Capital Corporation Telecom Services        $5,128

Wolters Kluwer Health Inc.        Marketing Services      $3,785

Gardner & Taylor PLLC             Professional services   $3,250

Lawler, Metzger, Keeney &         Professional Services   $3,246
Logan LLC

Kirton & McConkie                 Professional Services   $2,964

Kelly Services Inc.               Staffing Agency         $2,625

International Council on          Non-Profit              $2,399
Active Aging                      Organization

Charlotte Toothman                Professional Services   $2,361

Contingent Network Services LLC   Construction Services   $1,837

Shoshannah Stern                  Professional Services   $1,720

Ultratec, Inc.                    Litigation        Undetermined


SORENSON COMMUNICATIONS: Moody's Cuts PDR to D Over Ch.11 Filing
----------------------------------------------------------------
Moody's Investors Service downgraded Sorenson Communications,
Inc.'s Probability of Default Rating to D-PD from Caa2-PD. The
downgrade was prompted by Sorenson's announcement  that it filed
for Chapter 11 bankruptcy protection. Concurrently, Moody's
downgraded the Corporate Family rating to Ca from Caa2, the 1st
lien first-out revolver due 2014 to B2 from B1 and the 1st lien
second-out term loan due 2014 to B3 from B2. The ratings outlook
is stable.

Downgrades:

Issuer: Sorenson Communications, Inc.

Probability of Default Rating, Downgraded to D-PD from Caa2-PD

Corporate Family Rating, Downgraded to Ca from Caa2

Senior Secured Bank Credit Facility due Oct 31, 2014, Downgraded
to B2 (LGD1, 1%) from B1 (LGD1, 1%)

Senior Secured Bank Credit Facility due Oct 31, 2014, Downgraded
to B3 (LGD2, 15%) from B2 (LGD2, 19%)

Outlook Actions:

Issuer: Sorenson Communications, Inc.

Outlook, Remains Stable

Ratings Rationale

The B2 and B3 ratings on the revolver and term loan, respectively,
reflect Moody's estimate that recovery will be very high for
holders of these instruments. The rating on the first-out revolver
benefits from its contractual payment priority relative to the
second-out term loan at default.

Moody's will subsequently withdraw all ratings due to Sorenson's
bankruptcy filing.

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.

Sorenson is the leading provider of IP-based video communication
technology and services to the deaf and hard of hearing.


SOUND SHORE: Physicians Have Until March 6 to File Admin. Claims
----------------------------------------------------------------
Physicians have until tomorrow, March 6, to file administrative
claims in the Chapter 11 cases of Sound Shore Medical Center of
Westchester, et al.

On Feb. 10, the U.S. Bankruptcy Court for the Southern District of
New York approved a stipulation extending until March 6, 2014, at
4:00 p.m., the deadline for certain physicians to file
administrative claims.

The stipulation was entered between Michael D. Brofman, Esq., at
Weiss, Zarett, Brofman & Sonnenklar, P.C., on behalf of the
physicians; and Burton S. Weston, Esq., at Garfunkel Wild, P.C.,
on behalf of the Debtors.

The Debtors and the physicians have also agreed to modify the
stipulation to add two additional physicians.

                 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.


SPECTRASCIENCE INC: Raised $370,000 in Securities Sale
------------------------------------------------------
SpectraScience, Inc., on February 11, 2014 and February 20, 2014,
entered into subscription agreements with two accredited
investors, pursuant to which the Purchasers bought an unsecured
convertible debenture of the Company with a principal amount of
$6,376.00 and a 5% original issue discount unsecured convertible
debenture of the Company with a principal amount of $368,421.05.

The Purchasers may initially convert the Debentures into shares of
the Company's common stock at a conversion price equal to $0.045,
subject to adjustment, together with five-year warrants to
purchase such number of shares of the Company's common stock equal
to 50% of the number of shares of common stock initially issuable
upon conversion of the Debentures, at an exercise price equal to
$0.09 per share, subject to adjustment.  The conversion price of
the Debentures and the exercise price of the Warrants are subject
to customary adjustment provisions for stock splits, stock
dividends, recapitalizations and the like.

The Subscription Agreements contain certain customary subscriber
and Company representations and warranties, and certain risk
factors related to the private placement and the Company.

The Debentures provide that the Company will pay interest to the
holders at an interest rate of 10% per annum on principal being
converted on any voluntary conversion date (as to that principal
amount then being converted), and will pay interest to the holders
at the same rate on the maturity dates of February 12, 2015 and
February 20, 2015, respectively.  The Company may pay interest due
either in cash or, at its option, in shares of its common stock,
subject to customary conditions being met. The Debentures also
contain certain customary negative covenants and events of
default, including the Company's failure to pay principal and
interest, material defaults under the other transaction documents,
bankruptcy, and the Company's failure to deliver common stock
certificates after a conversion date. Finally, the Debentures
provide that, to be effective, certain actions taken pursuant to
the Debentures, including but not limited to amendments, waivers
or declaration of defaults (which shall accelerate payment of
principal, interest, and all other amounts owing on the
Debentures), require the affirmative consent of holders of 25% of
the outstanding aggregate principal amount of debentures of the
same series.

The Warrants are exercisable at an exercise price equal to $0.09
per share until the Warrant termination dates of February 12, 2019
and February 20, 2019, respectively. The Warrants contain a
cashless exercise provision. In the event the Purchaser exercises
the Warrants on a cashless basis, the Company will not receive any
proceeds.

The Securities were offered and sold on a best efforts basis. The
Company hired a consultant, Mr. John Evey, to assist in the
offering and sale process pursuant to a Consulting Agreement with
Mr. Evey, dated July 18, 2013.  Under the Consulting Agreement,
the Company will pay the Consultant a cash fee of $28,000 in
connection with the sale of the Securities.

                       About SpectraScience

SpectraScience, Inc. (OTC QB: SCIE) is a San Diego based medical
device company that designs, develops, manufactures and markets
spectrophotometry systems capable of determining whether tissue is
normal, pre-cancerous or cancerous without physically removing
tissue from the body.  The WavSTAT(TM) Optical Biopsy System uses
light to optically scan tissue and provide the physician with an
immediate analysis.

As reported in the TCR on April 25, 2013, McGladrey LLP, in Des
Moines, Iowa, in its report on the Company's financial statements
for the year ended Dec. 31, 2012, said the Company has suffered
recurring losses from operations and its ability to continue as a
going concern is dependent on the Company's ability to attract
investors and generate cash through issuance of equity instruments
and convertible debt.  "This raises substantial doubt about the
Company's ability to continue as a going concern."

On Feb. 3, 2014, SpectraScience dismissed McGladrey as the
Company's independent registered accounting firm effective
immediately, and engaged HJ Associates & Consultants, LLP, as
replacement accounting firm.


SR REAL ESTATE: Sargent Ranch Bankruptcy Dismissed Again
--------------------------------------------------------
The Hon. Christopher B. Latham of the U.S. Bankruptcy Court for
the Southern District of California on Feb. 16 dismissed the
Chapter 11 case of SR Real Estate Holdings LLC, finding that the
Debtor's case was filed in bad faith.

According to the Court, the Debtor has no business or going
concern to preserve. The Debtor's property is mostly undeveloped.
Any feasible plan of reorganization must necessarily create a new
business that develops the Debtor's property. And this, despite
Debtor's arguments, is at the expense of the first lienholders;
lienholders whose corresponding notes are in default, the Court
says.

Jeffrey J. Goodrich, Esq., at Goodrich & Associates, on behalf of
First Priority Lenders -- DACA 2010L L.P., and Sargent Ranch
Management Company, LLC -- last month submitted to the Bankruptcy
Court a memorandum of points and authorities in support of an oral
motion for order confirming that automatic stay has terminated on
SR Real Estate Holdings' real property commonly known as the
Sargent Ranch.

The FPL in papers filed Feb. 5 said that, among other things:

   a. the automatic stay as to DACA and FPL Terminated on
      Nov. 6, 2013; and

   b. because neither DACA nor FPL took any actions to delay
      the Court's ruling, there can be no finding that either DACA
      or FPL waived the protection of Section 362(e) of the
      Bankruptcy Code.

The Debtor has opposed the oral motion for order that the
automatic stay is no longer in effect pursuant to Section
362(e), and requested that the Court enter an order confirming
that the stay is in effect and that the FPL are not permitted
to foreclose on the property.

DACA, in its memorandum, stated that Section 362(e) provides an
express deadline by which the Court must enter an order continuing
the stay, even if such order is temporary in nature.  Because the
Court did not enter such an order, the stay is terminated as to
DACA and the property.  DACA did not waive the requirements of
Section 362(e).  Thus, the Court must enter an order confirming
the termination of the stay.

In his Feb. 16 ruling, Judge Latham said the Debtor's bankruptcy
has kept lienholders, who are actively trying to foreclose, from
using their collateral to satisfy their debt.  Even if the Debtor
could present a successful plan that provides surviving
lienholders everything they're entitled to in bankruptcy, it will
still deprive them of their right to sell the Property and credit
bid to obtain its possession, Judge Latham said.

                  About SR Real Estate Holdings

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

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

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


STEAK N SHAKE: S&P Gives 'B' CCR & Rates $30MM Revolver Debt 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Indianapolis-based Steak n Shake Operations Inc.
The outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating to the
company's senior secured first-lien credit facility, which
consists of a $30 million revolver and a $220 million term loan.
The recovery rating is '2', indicating S&P's expectation for
substantial (70%-90%) recovery for lenders in the event of a
payment default.  Steak n Shake used proceeds from the facility to
fund a dividend to its parent, Biglari Holdings Inc. (BH;
unrated), cash on balance sheet, and to refinance existing debt.

"The ratings on Steak n Shake reflect our view of the company's
"vulnerable" business risk profile and "aggressive" financial risk
profile.  Despite our expectation of further modest margin erosion
in the near term from competition, commodity cost pressures,
expenses related to its franchising initiatives, we expect
operating performance will remain generally stable as the
company's value proposition continues to drive positive traffic,"
said credit analyst Helena Song.  "We also expect credit metrics
will gradually improve in the next two years primarily as a result
of debt repayment, and remain in line with an aggressive financial
risk profile."

The outlook is stable.  Despite S&P's expectation of further
modest margin erosion in the near term from commodity cost
pressure and expenses related to franchising initiatives, S&P
expects operating performance will remain generally stable as the
company's value proposition continues to drive positive traffic.
S&P also expects credit metrics will gradually improve in the next
two years primarily due to debt repayment, and remain in line with
an aggressive financial risk profile.

Downside scenario

S&P could lower the ratings if operating performance weakens,
leading to gross margin erosion of 100 basis points (bps) with
flat same-store sales growth.  Under this scenario, leverage would
sustain in the low 5x, which would lead to a revision of the
company's financial risk profile to "highly leveraged".  S&P could
also lower the ratings if the company's financial policy becomes
more aggressive, with increased debt to fund acquisitions or
dividends to its parent company, resulting in debt to EBITDA above
the low 5x range for a sustained period.

Upside scenario

A higher rating is less likely in the near term given the
company's financial policy and limited operation upside.  Still,
S&P could raise the ratings if rapid and successful franchise
expansion, coupled with strong, positive same-store sales,
resulting in margin expansion of 200 bps and EBITDA growth of 25%
or more.  Under these scenarios, leverage would decline to 4x and
below, which could lead to a revision of the company's financial
risk profile to "significant".  This could also happen if the
company makes more rapid debt repayment and reduce total debt by
at least 25% ($100 million) on a sustained basis.


SWJ MANAGEMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: SWJ Management, LLC
        The Company Corporation
        2711 Centerville Road, Suite 400
        Wilmington, DE 19801

Case No.: 14-10460

Chapter 11 Petition Date: March 3, 2014

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

Judge: Hon. Christopher S. Sontchi

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

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Richard Annunziata, managing member.

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


STOCKTON, CA: Says Plan Should Be Confirmed; Hearing Moved to May
-----------------------------------------------------------------
The city of Stockton, California, filed with the bankruptcy court
documents in support of its plan of adjustment ahead of the
initial confirmation hearing slated for May.

The initial hearing was originally scheduled to begin this month
but the hearing was moved to May 12 under a revised schedule laid
down by the U.S. Bankruptcy Court in Sacramento.

The City and its major creditors, along with their professional
advisors, have devoted thousands of hours to negotiating a Plan
that is in their best interests, that is feasible, and that treats
all constituencies fairly while providing a viable, long-term
framework for the operation of the City, the City of Stockton
explains in the memorandum.

The City tells the Court that the passage of both Measure A and
Measure B by the Stockton voters in November of 2013 --
approximately a month after the filing of the first version of the
proposed plan and disclosure statement -- demonstrates that the
Plan enjoys the support of the City's leaders and a majority of
its residents, who recognize that, despite the sacrifices they
will be required to endure, the Plan is the foundation for a
fiscally secure future.

The City will implement the Plan by continuing to operate,
following the Effective Date, pursuant to the Charter of the City
of Stockton, the California Constitution, and applicable state and
federal laws. See Plan ? VII. It also will continue to collect
sales tax revenues, real property tax revenues, user utility
taxes, and other taxes, fees, and revenues following the Effective
Date.  Sales tax revenues will include approximately $28 million
per year in new revenues as a result of the passage of Measure A
in November 2013, which increased the sales tax from 8.25% to 9%.

A copy of the memorandum in support of confirmation of the
First Amended Plan for the Adjustment Debts of City of Stockton,
California (November 15, 2013) is available for free at:

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

                           Modified Plan

Stockton filed its First Amended Plan for the Adjustment of Debts
on Nov. 15, 2013, and a Modified Disclosure Statement on Nov. 21.

Holders of general unsecured claims (Class 12), including retiree
health benefit claimants, will be paid a percentage of their
claims equal to the unsecured claim payout percentage (unless the
amount of the retiree health benefit claims changes, that
percentage will be equal to 0.93578% (i.e., $5,100,000 divided by
$545,000,000) or such other amount as is determined by the
Bankruptcy Court before confirmation of the Plan to constitute a
pro-rata payment on such other general unsecured claims.
According to the City, that is all it can afford to pay and still
maintain even a bare minimum level of City services.

Retirees who are receiving a CalPERS pension but no health
benefits from the City will not be affected by the Plan.  Retirees
who are receiving a CalPERS pension plus health benefits will have
their health benefits eliminated.

Current employees of the City have also agreed to forego health
benefits in retirement, which, along with changes in compensation,
results in the loss of their retirement "spike" and reduces their
post-employment benefits by 30% to 50%.  The loss of retiree
health benefits is a substantial concession of approximately
$1 billion that has already been agreed to without compensation
for this loss.  In addition, most current employees hired before
Jan. 1, 2013, have also agreed to a 7% to 30% reduction in
pensionable compensation, which will reduce their future CalPERS
pension from what it otherwise would have been.

A copy of the Modified Disclosure Statement is available at:

        http://bankrupt.com/misc/cityofstockton.doc1215.pdf

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


STOCKTON, CA: Franklin Objects to Plan Confirmation
---------------------------------------------------
Franklin High Yield Tax-Free Income Fund and Franklin California
High Yield Municipal Fund at the end of February filed a limited
objection to confirmation of the city of Stockton, California's
First Amended Plan for the Adjustment Debts.

The initial hearing was originally scheduled to begin this month
but the hearing was moved to May 12 under a revised schedule laid
down by the U.S. Bankruptcy Court in Sacramento.

Franklin filed the objection in summary form pursuant to the
Court's scheduling order to identify issues to be addressed at the
confirmation hearing. As contemplated by the scheduling order, the
objectors are expected to file a supplemental objection upon
conclusion of fact and expert discovery.

                   Franklin's Limited Objection

Franklin High Yield Tax-Free Income Fund and Franklin California
High Yield Municipal Fund say the Plan as presently constructed
violates a number of the Bankruptcy Code's fundamental
requirements for confirmation of a plan of adjustment.

In 2009, Franklin loaned $35 million to the City. The City used
Franklin's loan to build and equip Fire Station No. 13, modernize
and improve Fire Station No. 7, relocate and construct the
Police Communications Center, acquire land for and construct seven
City parks, and acquire, construct and install numerous paving,
bridge, widening, lighting, landscaping and other street
improvement projects throughout the City. Franklin's funds were
put to good civic use.

The City made just four interest payments ? with no repayment of
principal ? before defaulting on that thirty-year loan prior to
bankruptcy. In the ensuing pre-bankruptcy "neutral evaluation"
process, the City offered to restructure and extend Franklin's
Bonds through a proposal that it claimed would enable Franklin to
recover all scheduled principal and interest over the next forty
years and ultimately obtain a net present value recovery of 54.5%.

Now, however, the City seeks to cram down a plan of adjustment
that essentially provides Franklin with no recovery whatsoever. By
the Plan, the City asks the Court to permanently discharge
Franklin's claim through a one-time payment of less than $94,000 ?
a recovery of approximately one-quarter of one percent (%) of
Franklin's principal. The City refuses to repay any portion of
Franklin's claim from future revenues or otherwise repay the Bonds
over time.

In contrast, the Plan treats every other material category of
creditors and class of claims ?including bondholders and retirees
-- much more favorably, honoring the City's obligation to repay
claims over time from future revenues.

Franklin claims that, among other things, the Plan is not "in the
best interests of creditors" as required by section 943(b)(7) of
the Bankruptcy Code.  The "best interests" standard -- which is
the fundamental protection for individual dissenting creditors,
even in cases where "the vast majority of security holders may
have approved a plan," Kelley, 319 U.S. at 418-19 -- requires the
City to "exercise its taxing power to the fullest extent possible
for the benefit of creditors" and establish that the "amount
proposed to be paid under the plan was all that the creditors
could reasonably expect under the circumstances."

A copy of Franklin's objection is available for free at:

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

Franklin is represented by:

         James O. Johnston, Esq.
         Joshua D. Morse, Esq.
         JONES DAY
         555 South Flower Street, 50th Floor
         Los Angeles, CA 90071
         Telephone: (213) 489-3939
         Facsimile: (213) 243-2539
         E-mail: jjohnston@jonesday.com
                 jmorse@jonesday.com

                  Other Parties' Objections

Other parties filed limited objections to the Plan.

The California Public Employees' Retirement System notes that the
Plan provides that "The City will continue to honor its
obligations to its employees and retirees to fund employment
retirement benefits under the CalPERS Pension Plan, and CalPERS as
trustee and the CalPERS Pension Plan Participants retain all of
their rights under applicable nonbankruptcy law."

However, CalPERS notes that despite the clarity of Section IV, the
Plan in other places characterizes the City's relationship with
CalPERS in a manner that could be interpreted to contradict or
limit the proposed unqualified unimpairment of CalPERS' rights and
the City's obligations under the Plan.  CalPERS understands that
the City does not intend to qualify or limit CalPERS' rights and
that the City will make appropriate clarifying changes to the Plan
or will include appropriate clarifying language in its proposed
Confirmation Order to address any perceived limitations.

Wells Fargo Bank, National Association, in its role as indenture
trustee, notes that the Plan Documents attached to the Plan
Supplement remain in draft form, are subject to revision, have not
yet been approved by the City Council, and may require additional
approvals of the parties to such Plan Documents.  In addition,
several of the Plan Documents were not yet ready to be filed with
the Plan Supplement.  The Indenture Trustee objects to the Plan to
the extent the supplemental Plan Supplement may modify the Plan in
violation of Bankruptcy Code sections 1123 and 1129.

Michael A. Cobb, in his objection, claims that the Plan, insofar
as it relates to him, cannot be confirmed on the basis he has made
his claim for inverse condemnation against the Debtor, arising out
of claims of the physical taking of his real property by the
Debtor, and the Debtor's Plan proposes something other than
complete payment of the claim.  According to Mr. Cobb, the claims
in inverse condemnation are protected by the Fifth and Fourteenth
Amendments to the United States Constitution and cannot be
impaired by the Plan. This may be a matter of first impression and
directly presents issues concerning the interplay between the
power of Congress to make bankruptcy laws on the one hand and the
limitations on any governmental action on the other hand.

A copy of the CalPERS objection is available for free at:

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

A copy of Wells Fargo's objection is available for free at:

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

CalPERS is represented by:

         Michael J. Gearin, Esq.
         Michael B. Lubic, esq.
         Michael K. Ryan, Esq.
         Brett D. Bissett, esq.
         K&L GATES LLP
         10100 Santa Monica Boulevard, Seventh Floor
         Los Angeles, CA 90067
         Telephone: 310-552-5000
         Facsimile: 310-552-5001
         E-mail: mike.gearin@klgates.com
                 michael.lubic@klgates.com
                 michael.ryan@klgates.com
                 brett.bissett@klgates.com

Wells Fargo is represented by:

         William W. Kannel, Esq.
         Michael Gardener, Esq.
         Adrienne K. Walker, Esq.
         MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO P.C.
         One Financial Center
         Boston, MA 02111
         Tel: 617-542-6000
         Fax: 617-542-2241
         E-mail: wkannel@mintz.com
                 mgardener@mintz.com
                 akwalker@mintz.com

               - and -

         Jeffry A. Davis, Esq.
         Abigail O'Brient, Esq.
         MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO P.C.
         44 Montgomery Street, 36th Floor
         San Francisco, CA 94104
         Tel: 415-432-6000
         Fax: 415-432-6001
         E-mail: jdavis@mintz.com
                 avobrient@mintz.com

Mr. Cobb is represented by:

         Bradford J. Dozier, Esq.
         ATHERTON & DOZIER
         305 N. El Dorado St., Suite 301
         Stockton, CA 95202
         Telephone: (209) 948-5711

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


SWEETWATER CREEK: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Sweetwater Creek Farms, Inc.
        7704 NW Martin Luther King Road
        Bristol, FL 32321

Case No.: 14-40116

Chapter 11 Petition Date: March 3, 2014

Court: United States Bankruptcy Court
       Northern District of Florida (Tallahassee)

Judge: Hon. Karen K. Specie

Debtor's Counsel: Lewis Martin Killian, Jr., Esq.
                  BERGER SINGERMAN LLP
                  125 S. Gadsden Street, Suite 300
                  Tallahassee, FL 32301
                  Tel: 850-561-3010
                  Fax: 850-561-3013
                  Email: lkillian@bergersingerman.com

                     - and -

                  Brian G. Rich, Esq.
                  BERGER SINGERMAN LLP
                  125 S. Gadsden Street, Suite 300
                  Tallahassee, FL 32301
                  Tel: (850) 561-3010
                  Fax: (850) 561-3013
                  Email: brich@bergersingerman.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Jimmy L. Hatcher, Sr., president.

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


TDF INVESTMENTS: Files for Chapter 7 in Florida
-----------------------------------------------
TDF Investments Inc., doing business as Great Wraps, filed a
Chapter 7 petition (Bankr. M.D. Fla. Case No. 14-01379) on Feb. 7,
2014.  The Debtor estimated up to $50,000 in assets and disclosed
$158,687 in liabilities.

Major creditors are Fox, Wackeen, Dungey, Beard for TD Bank,
Stuart, owed $158,687; and Diversified Consultants Inc., Fort
Mill, S.C., owed $13.

The meeting of creditors is slated for March 13.


TELECONNECT INC: Incurs $875K Net Loss in Dec. 31 Quarter
---------------------------------------------------------
Teleconnect Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $874,745 on $30,677 of sales for the three months ended
Dec. 31, 2013, as compared with a net loss of $1.09 million on
$205,336 of sales for the same period last year.

The Company's balance sheet at Dec. 31, 2013, showed $5.18 million
in total assets, $2.88 million in total liabilities, all current,
and $2.29 million in total stockholders' equity.

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

                        http://is.gd/Au2sHK

                          About Teleconnect

Teleconnect Inc., headquartered in Breda, The Netherlands, was
incorporated under the laws of the State of Florida on Nov. 23,
1998.

With its ownership in Hollandsche Exploitatie Maatschappij BV
(HEM), a Dutch entity established in 2007, the Company's main
activities are the manufacturing, sales and lease of age
validation equipment and the performance of age validation.  The
Company also sells and maintains vending solutions (through
Mediawizz, The Netherlands), is involved in the broadcasting of
in-store commercial messages using the age validation equipment
between age checks (through HEM), and plans to develop market
survey activities in the future (through Giga Matrix, The
Netherlands).

Teleconnect incurred a net loss of $3.47 million for the year
ended Sept. 30, 2013, as compared with a net loss of $3.87 million
for the year ended Sept. 30, 2012.

Coulter & Justus, P.C., in Knoxville, Tennessee, 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 suffered recurring losses from operations and
has a net capital deficiency in addition to a working capital
deficiency, which raise substantial doubt about its ability to
continue as a going concern.


TERRA-EX LAND: Chapter 11 Bankruptcy Petition Filed
---------------------------------------------------
Terra-Ex Land Group LLC filed a voluntary Chapter 11 bankruptcy
(Bankr. W.D. Wash. 14-10003) on Jan. 1, 2014, represented by
J. Sandlin, Esq., as counsel.


THERAPEUTICSMD INC: FMR LLC Holds 6.5% Equity Stake
---------------------------------------------------
FMR LLC and Edward C. Johnson 3d disclosed in an amended Schedule
13G filed with the U.S. Securities and Exchange Commission on
Feb. 13, 2014, that they beneficially owned 9,488,780 shares of
common stock of TherapeuticsMD Inc. representing 6.545 percent of
the shares outstanding.  The reporting persons previously
disclosed beneficial ownership of 9,128,507 shares at Feb. 13,
2013.  A copy of the regulatory filing is available for free at:

                        http://is.gd/1pNYRL

                        About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $68.47 million in total assets, $6.39
million in total liabilities and $62.08 million in total
stockholders' equity.


THERAPEUTICSMD INC: Wellington Mgt. Stake at 14% 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 20,294,778 shares
of common stock of TherapeuticsMD, Inc., representing 14 percent
of the shares outstanding.  Wellington Management previously owned
18,064,752 common shares at March 31, 2013.  A copy of the
regulatory filing is available at http://is.gd/MF9Xa3

                       About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $68.47 million in total assets, $6.39
million in total liabilities and $62.08 million in total
stockholders' equity.


THERAPEUTICSMD INC: RA Capital Stake at 8% as of Dec. 31
--------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, RA Capital Management, LLC, and its affiliates
disclosed that as of Dec. 31, 2013, they beneficially owned
11,660,108 shares of common stock of TherapeuticsMD, Inc.,
representing 8 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/8x7wYh

                       About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $68.47 million in total assets, $6.39
million in total liabilities and $62.08 million in total
stockholders' equity.


TLC ASSET & PROPERTY: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: TLC Asset & Property Management Group, LLC
        PO Box 472478
        Garland, TX 75047

Case No.: 14-31146

Chapter 11 Petition Date: March 3, 2014

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

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Mark I. Agee, Esq.
                  MARK IAN AGEE, ATTORNEY AT LAW
                  4115 N. Central Expressway
                  Dallas, TX 75204
                  Tel: 214-320-0079
                  Fax: 214-320-2966
                  Email: Mark@DallasBankruptcyLawyer.com

Total Assets: $1.05 million

Total Liabilities: $708,273

The petition was signed by Darryl D. Quigley, manager.

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


VISUALANT INC: Austin Marxe Stake at 9.6% as of Dec. 31
-------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Austin W. Marxe, David M. Greenhouse and Adam C.
Stettner disclosed that as of Dec. 31, 2013, they beneficially
owned 15,900,000 shares of common stock of Visualant Inc.
representing 9.6 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/owKLsW

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $6.60 million for the year ended
Sept. 30, 2013, as compared with a net loss of $2.72 million for
the year ended Sept. 30, 2012.  As of Sept. 30, 2013, the Company
had $4.62 million in total assets, $7.38 million in total
liabilities, a $2.80 million total stockholders' deficit, and
$49,070 in noncontrolling interest.

PMB Helin Donovan, LLP, in Seattle, Washington, 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 sustained a net loss from operations and has
an accumulated deficit since inception.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.


USEC INC: Further Amends Cooperative Agreement with DOE
-------------------------------------------------------
USEC Inc. and its subsidiary American Centrifuge Demonstration,
LLC, entered into Amendment No. 015 to the cooperative agreement
dated June 12, 2012, between the U.S. Department of Energy and
USEC and ACD for the research, development and demonstration
program for the American Centrifuge project.

The Amendment provides additional government obligated funds of
approximately $16.7 million, bringing total government obligated
funding to approximately $279.55 million.  Previously, in late
January 2014, the cooperative agreement was extended to April 15,
2014, and an additional Budget Period from Jan. 29, 2014, to April
15, 2014, was added with an estimated Budget Period 3 Cost of
approximately $28.8 million.  Of this amount, the estimated Budget
Period 3 Government Share is approximately $23.05 million and the
estimated Budget Period 3 USEC Share is approximately $5.76
million.  At that time, DOE provided additional government
obligated funds of approximately $5.9 million and this Amendment
provides an additional approximately $16.7 million for a total of
approximately $22.6 million of the approximately $23.05 million
estimated Budget Period 3 Government Share.  The balance of the
Government Share of the estimated Budget Period 3 Cost (which
balance is approximately $450,000) is anticipated to be provided
in the near future.

The cooperative agreement provides funding for a cost-share RD&D
program to demonstrate the American Centrifuge technology through
the construction and operation of a commercial demonstration
cascade of 120 centrifuge machines and to sustain the domestic
U.S. centrifuge technical and industrial base for national
security purposes and potential commercialization of the American
Centrifuge technology.  The cooperative agreement provides for 80
percent DOE and 20 percent USEC cost sharing for work performed
during the period June 1, 2012, through April 15, 2014.  DOE's
contribution has been and continues to be incrementally funded.
The Total Estimated Cost of the cooperative agreement is $350
million, with the Total Estimated Government Share $280 million
and the Total Estimated USEC Share $70 million.

The other terms and conditions, including the milestones and
performance indicators under the RD&D program were not changed by
the Amendment.  To date, the Company has achieved or exceeded all
of the milestones and performance indicators on or ahead of
schedule and on or under budget.

At DOE's discretion, and subject to the requirements of the
cooperative agreement and the availability of appropriations or
other sources of consideration, DOE may provide funding for future
funding periods through further amendmentss of the cooperative
agreement.  The government fiscal year 2014 omnibus appropriations
bill passed by Congress and signed by the President on Jan. 17,
2014, appropriated $62 million for the RD&D program for the
government fiscal year 2014.  That amount includes $29.3 million
that had been previously provided under the cooperative agreement
pursuant to the continuing resolutions that funded government
operations in government fiscal year 2014 prior to the enactment
of the omnibus appropriations bill and the additional $22.6
million provided under the cooperative agreement by DOE since its
passage.  The omnibus appropriations bill also provides DOE with
authority to transfer up to an additional $56.65 million of
funding within DOE's National Nuclear Security Administration
appropriations to fund the RD&D program subject to further
approval of the House and Senate Appropriations Committees.  To
obtain those approvals, the Secretary of Energy must notify
Congress and submit to the Appropriations Committees a cost-
benefit analysis of available and prospective domestic enrichment
technologies for national security needs and the scope, schedule
and cost of the Secretary's preferred option.  The balance of the
2014 omnibus appropriations and such transfer authority funding if
made available could fund an extension of the RD&D program.
However, there is no assurance that the RD&D program will be
extended beyond April 15, 2014, or that additional funding will be
made available. In the event the RD&D program is not extended or
additional funding is not made available, USEC could demobilize or
terminate the American Centrifuge project.

DOE's remaining cost share is conditioned upon USEC continuing to
meet all milestones and deliverables on schedule, USEC continuing
to demonstrate to DOE's satisfaction its ability to meet future
milestones, and the availability of that government funding.

The Company, or its subsidiaries, is also a party to a number of
other agreements or arrangements with the U.S. government.

                           About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012 as compared
with a net loss of $491.1 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $1.70 billion in total assets,
$2.16 billion in total liabilities and a $462.1 million
stockholders' deficit.

PricewaterhouseCoopers LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of September 30, 2013, we had $530 million of convertible notes
outstanding.  Under the terms of our convertible notes, a
"fundamental change" is triggered if our shares of common stock
are not listed for trading on any of the NYSE, the American Stock
Exchange (now NYSE-MKT), the NASDAQ Global Market or the NASDAQ
Global Select Market, and the holders of the notes can require
USEC to repurchase the notes at par for cash.  We have no
assurance that we would be eligible for listing on an alternate
exchange in light of our market capitalization, stockholders'
deficit and net losses.  Our receipt of a NYSE continued listing
standards notification described above did not trigger a
fundamental change.  In the event a fundamental change under the
convertible notes is triggered, we do not have adequate cash to
repurchase the notes.  A failure by us to offer to repurchase the
notes or to repurchase the notes after the occurrence of a
fundamental change is an event of default under the indenture
governing the notes.  Accordingly, the exercise of remedies by
holders of our convertible notes or the trustee of the notes as a
result of a delisting would have a material adverse effect on our
liquidity and financial condition and could require us to file for
bankruptcy protection," the Company said in its quarterly report
for the period ended Sept. 30, 2013.

                           *     *     *

As reported by the TCR on Dec. 18, 2013, Moody's Investors Service
lowered USEC's Corporate Family Rating (CFR) to Ca from Caa1.  The
downgrade follows announcement that USEC has initiated a debt
restructuring plan and intends to file for reorganization under
Chapter 11 of the Bankruptcy Code.


WALLDESIGN INC: Painters & Carpenters CBAs Unaltered by Plan
------------------------------------------------------------
Walldesign, Inc., asks the U.S. Bankruptcy Court for the Central
District of California to approve a stipulation regarding its
collective bargaining agreements.

The stipulation was entered among the Debtor, the Official
Committee of Unsecured Creditors, the Painters Joint Trust Funds,
the Carpenters Southwest Administrative Corporation and Board of
Trustees for the Carpenters Southwest Trusts; and Painters &
Allied Trades, District Council 15.

The Debtor's Joint Plan dated Oct. 18, 2013, provides for the
rejection of collective bargaining agreement to which the Painters
Union is a party and to which the Painters' Funds and Carpenters'
Funds are third-party beneficiaries.  Certain parties have
objected to the Plan.

The parties to the stipulation determined and believe that the
settlement is fair and reasonable and in the best interests of the
parties and to the Debtor's estate.

The salient terms of the stipulation are:

   1. The collective bargaining agreement to which the Debtor is
bound that sets forth terms and conditions of employment and other
obligations to the Painters Union and contribution obligations to
the Painters' Funds will not be disturbed by the Joint Plan or the
Disclosure Statement, and the Debtor and the Committee will take
no action to seek to reject or otherwise modify the collective
bargaining agreement in any way.  The parties intend for the
collective bargaining agreement to "ride through" unaltered in the
case.  For the avoidance of doubt, the Debtor will neither assume
nor reject the collective bargaining agreement.

   2. The collective bargaining agreement to which the Debtor is
bound that sets forth terms and conditions of employment and other
obligations to the Carpenters Union and contribution obligations
to the Carpenters' Funds will not be disturbed by the Joint Plan
or the Disclosure Statement, and the Debtor and the Committee will
take no action to seek to reject or otherwise modify the
collective bargaining agreement in any way.  The parties intend
for the collective bargaining agreement to "ride through"
unaltered in the case.  For the avoidance of doubt, the Debtor
will neither assume nor reject the collective bargaining
agreement.

   3. Except as otherwise asserted in the Painters Union Claim,
the Painters Union agrees that any claim arising through and
including the date of this Stipulation will be limited to,
and will not exceed the amount of, the claims asserted in the
Painters Union Claim and no claim arising prior to the date of
this Stipulation other than those asserted in the Painters Union
Claim will be allowable against the Debtor.  The Painters Union
further agrees that it will not assert any claim against the
Debtor on the basis of any violation of the collective bargaining
agreement after the date of this Stipulation so long as the Debtor
does not resume the Debtor's operations or otherwise engage in
operations covered by the collective bargaining agreement.  For
the avoidance of doubt, in the event that any party other than the
Debtor resumes Walldesign, Inc.'s operations or otherwise engage
in operations covered by the collective bargaining agreement, the
Painters Union agrees that it will not assert any claims against
the Debtor, including under any theory of successor liability
(including alter ego), and the Painters Union waives and releases
any and all such claims against the Debtor.

                          About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

Brian Weiss of BSW & Associates serve as the Debtor's Chief
Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


XTREME POWER: Bakers Botts Hiring Approved on Interim Basis
-----------------------------------------------------------
The Hon. H. Christopher Mott at the U.S. Bankruptcy Court for the
Western District of Texas authorized, on an interim basis, Xtreme
Power Inc. and its debtor-affiliates to employ Baker Botts L.L.P.
as special counsel nunc pro tunc to Jan. 22, 2014.

As reported in the Troubled Company Reporter on Jan. 27, 2014,
Baker Botts has worked closely with the Debtors' management in
advising the Debtors on corporate matters for over five years.
Over the term of Baker Botts' representation, the Debtors have had
two Chief Executive Officers, two Chief Financial Officers, and a
General Counsel who is no longer with the Debtors.

Postpetition, Baker Botts has agreed to render various corporate-
related legal services to the Debtors, including:

    * assist the Debtors with the sale of substantially all of
      their assets or similar strategic transaction;

    * assist the Debtors with development and implementation of
      sale procedures as requested;

    * assist the Debtors with the negotiation of bids and
      preparation of the operative transactional documents;

    * in coordination with the Debtors' financial advisor and
      general bankruptcy counsel, assist the Debtors in the sale
      process;

    * assist the Debtors in responding to due diligence inquiries
      or similar information requests;

    * interface with stakeholder constituents regarding sale or
      similar strategic transaction;

    * advise the board of directors and company on any proposed
      sale or other strategic transaction;

    * in coordination with Debtors' financial advisors and general
      bankruptcy counsel, assist the company in obtaining
      liquidity for a sale or similar strategic transaction and
      assist with preparation of loan and other liquidity
      transactional documents; and

    * assist general bankruptcy counsel as necessary with any
      issues related to sale or similar strategic transaction.

The current preferred U.S. hourly rates charged by Baker Botts
range from $600 to $1,000 per hour for partners; and $325 to $750
per hour for associates and other counsel.  The U.S. hourly rates
for paralegals and clerks and other non-lawyer professionals range
from $150 to $275 per hour.

Baker Botts employed attorneys and legal assistants with
varying degrees of legal experience, as each matter may require.
Baker Botts expected that the primary lawyers at Baker Botts who
will be working on these matters will be Steve Tyndall and John
Kaercher, whose preferred hourly rate is $675 and $400,
respectively.

Baker Botts anticipated that Omar J. Alaniz, Esq., will be the
primary bankruptcy lawyer that will assist with the development
and implementation of the Debtors' sale process and work related
to the Debtors' financing needs in connection with the sale.  Mr.
Alaniz's preferred hourly rate is $575.

The Debtors recognized that there may be certain potential
conflicts inherent in Baker Botts concurrently representing the
Debtors.  However, the Debtors nonetheless consider any potential
conflicts inherent in Baker Botts' concurrent representation of
the Debtors to be non-material for all practical purposes and
believe that their interests are fundamentally aligned for
purposes of providing corporate-related legal services.  If the
Debtors' interests should become materially adverse with respect
to any issue, then Baker Botts will recommend to the Debtors that
one or more of the Debtors retain separate counsel with respect to
that issue and, upon such recommendation, one or more of the
Debtors will seek Court approval to retain independent counsel for
such matter as appropriate.

The firm can be reached at:

         BAKER BOTTS L.L.P.
         98 San Jacinto Boulevard, Suite 1500
         Austin, TX 78701-4078
         Tel: (512) 322-2500
         Fax: (512) 322-2501
         E-mail: steve.tyndall@bakerbotts.com
                 john.kaercher@bakerbotts.com

                        About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.

The Debtors have DIP financing from Horizon Technology Finance
Corporation, which has signed a deal to buy the assets, absent
higher and better offers.

Judge Christopher H. Mott presides over the case.

The Debtors have tapped Jordan Hyden Womble & Culbreth & Holzer,
P.C., as bankruptcy attorneys, Baker Botts L.L.P. as special
counsel, Gordian Group, LLC, as investment banker and financial
advisor.

Xtreme Power Inc. estimated $50 million to $100 million in assets
and liabilities.


XZERES CORP: Marquam Asset Stake at 4.07% as of Nov. 30
-------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Marquam Asset Management, LLC, disclosed that
as of Nov. 30, 2013, it beneficially owned 1,475,361 shares of
common stock of Xzeres Corp. representing 4.07 percent (based upon
36,251,042 outstanding shares of common stock as of Nov. 30,
2013).  Marquam previously reported beneficial ownership of
1,473,247 shares at May 20, 2013.  A copy of the regulatory filing
is available for free at http://is.gd/tBFWSp

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

Xzeres incurred a net loss of $7.59 million on $4.51 million of
gross revenues for the year ended Feb. 28, 2013, as compared with
a net loss of $8.60 million on $3.96 million of gross revenues for
the year ended Feb. 28, 2012.  The Company's balance sheet at
Nov. 30, 2013, showed $7.64 million in total assets, $12.27
million in total liabilities and a $4.62 million total
stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statement for the year ended Feb. 28, 2013.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


ZUFFA LLC: S&P Raises Rating on $510MM Sr. Sec. Facility to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Las Vegas-based mixed martial arts (MMA) sporting
event promoter and producer Zuffa LLC.  The rating outlook is
stable.

At the same time, S&P raised its issue-level rating on Zuffa's
$510 million senior secured credit facility to 'BB+' from 'BB' and
revised the recovery rating to '2' from '4', indicating S&P's
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default.  The facility consists of a
$60 million senior secured revolving credit facility due 2018 and
a $450 million senior secured term loan due 2020.

"The upward revision of the recovery rating reflects, in part, the
maturity and increased popularity of the mixed martial arts sports
category and our assumption that the category would remain popular
with a core fan base even if the company were to default," said
Standard & Poor's credit analyst Stephen Pagano.

The corporate credit rating on Zuffa reflects the potential for
revenue and EBITDA volatility, given its primarily event-driven
business model, and vulnerability to changing consumer preferences
and to variable discretionary spending.  The rating also reflects
the combination of Zuffa's aggressive financial policy,
illustrated by the high level of distributions in recent years,
and its relatively high, but improving, debt leverage.

The stable outlook reflects Standard & Poor's belief that, despite
the risks of the event-driven business model, Zuffa's
contractually obligated revenue, primarily from its domestic and
international television contracts, will drive strong free cash
flow generation.


* Bankruptcy Filings in Napa County Decline
-------------------------------------------
Jennifer Huffman, writing for Napa Valley Register, reports that:

     -- three Chapter 11 bankruptcy cases were filed in Napa
        County in 2013 and three in 2012;

     -- the number of Napa County residents who filed for
        bankruptcy protection in 2013 fell to the lowest levels
        in five years, according to data recently released by
        the U.S. Bankruptcy Court in Santa Rosa;

     -- a total of 296 local residents went bankrupt last year,
        a 22.7 percent drop from 383 the year before.  That
        number is lower than the record high of 658 in 2010; and

     -- the total number of cases for the Santa Rosa bankruptcy
        court division declined from 3,510 to 2,492 in 2013.

"Either the economy is finally getting better or we've run out of
people to file bankruptcy," said U.S. Bankruptcy Judge Alan
Jaroslovsky, according to the report.  "I think it's the former."


* Fairholme Wants Fannie, Freddie Re-listed on NYSE
---------------------------------------------------
Ronald Orol, writing for The Deal, reported that activist fund
Fairholme Capital Management LLC is urging the boards of
government-controlled Fannie Mae and Freddie Mac to implement a
package of governance changes, which includes convening annual
shareholder meetings and relisting their securities on the New
York Stock Exchange.

According to the report, the move, explained in two letters
released on March 3, is the latest in what observers describe as a
multipronged public relations effort to highlight the perceived
poor treatment of equity holders in the two government-seized
refinance giants. The effort was prompted, partly, by two
multibillion-dollar dividend payments set to be made by Fannie and
Freddie to the Treasury Department later this month.

Those payments would have marked the complete recoupment of
roughly $188 billion in taxpayer-infused injections made to Fannie
and Freddie following a government takeover of the two firms at
the height of the 2008 financial crisis, the report said.
However, a 2012 "profit sweep" amendment by government regulators
shifted substantially all of their earnings to the general revenue
of the Treasury Department and away from the two firms, a move
that has shareholders outraged.

By the end of March, Fannie and Freddie will have made cumulative
dividend payments of $202.9 billion to the Treasury Department --
significantly more than the $188 billion in taxpayer infused
injections made during the crisis, the report added.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

                          Conservatorship

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency since Sept. 6, 2008.  Fannie Mae has not
received funds from Treasury since the first quarter of 2012.  The
funding the company has received under the senior preferred stock
purchase agreement with the U.S. Treasury has provided the company
with the capital and liquidity needed to maintain its ability to
fulfill its mission of providing liquidity and support to the
nation's housing finance markets and to avoid a trigger of
mandatory receivership under the Federal Housing Finance
Regulatory Reform Act of 2008.  For periods through March 31,
2013, Fannie Mae has requested cumulative draws totaling $116.1
billion.  Under the senior preferred stock purchase agreement, the
payment of dividends cannot be used to offset prior Treasury
draws.  Accordingly, while Fannie Mae has paid $35.6 billion in
dividends to Treasury through March 31, 2013, Treasury still
maintains a liquidation preference of $117.1 billion on the
company's senior preferred stock.

In August 2012, the terms governing the company's dividend
obligations on the senior preferred stock were amended.  The
amended senior preferred stock purchase agreement does not allow
the company to build a capital reserve.  Beginning in 2013, the
required senior preferred stock dividends each quarter equal the
amount, if any, by which the company's net worth as of the end of
the preceding quarter exceeds an applicable capital reserve
amount.  The applicable capital reserve amount is $3.0 billion for
each quarter of 2013 and will be reduced by $600 million annually
until it reaches zero in 2018.

The amount of remaining funding available to Fannie Mae under the
senior preferred stock purchase agreement with Treasury is
currently $117.6 billion.  Fannie Mae is not permitted to redeem
the senior preferred stock prior to the termination of Treasury's
funding commitment under the senior preferred stock purchase
agreement.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.



                             *********

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
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re-mailing and photocopying) is strictly prohibited without prior
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are $25 each.  For subscription information, contact Peter A.
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