TCR_Public/140306.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 6, 2014, Vol. 18, No. 64

                            Headlines

ACCESS MIDSTREAM: Moody's Rates $600MM Sr. Notes Due 2024 'Ba2'
ACCESS MIDSTREAM: S&P Rates $600MM Sr. Unsecured Notes 'BB'
AES CORP: Moody's Affirms Ba3 CFR & Ba3 Senior Unsecured Rating
ALLIED INDUSTRIES: Can Use Cash Collateral Until April 30
ALLIED SYSTEMS: CEO, Director Win More Time to File Claims

ALPHAS COMPANY: Voluntary Chapter 11 Case Summary
ALTREC INC: Changes Stalking Horses While Keeping Same Price
AMBROSIA PAMM: Voluntary Chapter 11 Case Summary
AOXING PHARMACEUTICAL: Gets Addt'l Listing Noncompliance Notice
ARCHDIOCESE OF MILWAUKEE: Court Should Move Ahead with Plan

AT EMERALD: Case Summary & Largest Unsecured Creditor
BERNARD L. MADOFF: Marathon Trial on Fraud Case v. Aides Nears End
BERNARD L. MADOFF: Group Backs Picard In Clawbacks Appeal
BUILDING #19: March 7 Last Day for Filing Proofs of Claim
BUILDING #19: Cash Collateral Hearing Moved to April 7

CAESARS ENTERTAINMENT: Fitch Says Asset Sale Plans Neg. for CEOC
CEREPLAST INC: Files List of Top Unsecured Creditors
CONSECO LIFE: Fitch Puts 'BB+' IFS on CreditWatch Positive
CPME L.L.C.: Involuntary Chapter 11 Case Summary
CUE & LOPEZ: Files Schedules of Assets and Liabilities

DAVIS HEALTH: Moody's Lowers Bond Rating to 'Caa3', Outlook Neg.
DDR CORP: S&P Revises Outlook to Positive & Affirms 'BB+' CCR
DELTA AIRLINES: Fitch Raises Issuer Default Ratting to 'BB-'
DETROIT, MI: Reaches Swaps Settlement with UBS & Merrill Lynch
DETROIT, MI: Plan of Adjustment Doesn't Impair DDA Bondholders

DEWEY & LEBOEUF: Ex-Partners May Unite On Clawback Discovery
E-Z CREDIT AUTO: Voluntary Chapter 11 Case Summary
EASTERN HILLS: Ch.11 Trustee Gets Court's OK to Hire Realtor
EDGENET INC: Tuesday Hearing to Approve JMP Securities as Banker
EDISON MISSION: To End Bankruptcy Free of Liability

EFUSION SERVICES: Creditors Have Until March 28 to File Claims
EFUSION SERVICES: US Trustee Unable to Form Creditor's Committee
EJ RICHMOND: Voluntary Chapter 11 Case Summary
EVENT RENTALS: Has 7-Member Creditors Committee
EVENT RENTALS: Files Amended List of Largest Unsecured Creditors

FIRST INDUSTRIAL: Moody's Raises Senior Unsecured Rating to Ba1
FREE LANCE-STAR: Final Hearing on Cash Use Scheduled for April 30
GREEN FIELD ENERGY: US Trustee Names Felsenthal as Examiner
GULFO HOLDING: Blasts PE Firm's Bid to Toss Ch. 11 Case
HCA INC: Fitch Assigns 'BB+' Rating to Proposed $3BB Sr. Notes

HDOS ENTERPRISES: Creditors Have Until May 15 to File Claims
HOLISTIC ANIMAL CARE: Case Summary & 6 Top Unsecured Creditors
HOUSTON REGIONAL: Network Has Cash, Lists Large Debts
IMPERIAL METALS: S&P Assigns 'B-' CCR; Outlook Positive
INDEMNITY INSURANCE: Law Firm Beats Disqualification Attempt

INSTITUTO MEDICO: Amended Schedules of Assets and Debts Filed
INSTITUTO MEDICO: Latimer Biaggi Approved as Bankruptcy Counsel
INSTITUTO MEDICO: Court Approves Hiring of Accountants
INSTITUTO MEDICAL: Dr. Mellado Named as Patient Care Ombudsman
JEH COMPANY: May Use Frost Bank's Cash Collateral Until April 30

KONINKLIJKE PHILIPS: Not Liable For TV Magnate's EUR200M Loan Loss
LABORATORY PARTNERS: Court OKs Pillsbury Winthrop as Co-Counsel
LABORATORY PARTNERS: Sale of Talon Unit to Lab Corp. Approved
LABORATORY PARTNERS: Seeks to Sell Nuclear Medicine Business
LEHMAN BROTHERS: Taylor Morrison Snares Prime California Parcel

LEHMAN BROTHERS: Completes Sale of Stake in Avalon, ER
LEHMAN BROTHERS: Ch.11 Case Re-Assigned to Judge Shelley Chapman
LEHMAN BROTHERS: LBI Trustee Disposing of Remaining Securities
LENNAR CORP: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
LIFECARE HOLDINGS: Liquidating Trust Agreement Approved

MARTIFER SOLAR: Hires Armory Consulting as Financial Advisor
MARTIFER SOLAR: Taps Foley & Lardner as Special Solar Counsel
MARTIFER SOLAR: Foley Hoag Tapped as Massachusetts Counsel
MARTIFER SOLAR: Hires Fox Rothschild as Counsel
MATTAMY GROUP: S&P Retains 'BB' CCR Following $100MM Add-On

MCGRAW-HILL: Fitch Affirms 'B+' IDR Following Term Loan Repricing
MERCANTILE BANCORP: Files Ch. 11 Plan of Liquidation
MERRILL CORP: S&P Ups Corp. Credit Rating to 'B'; Outlook Stable
METRO AFFILIATES: Generates $11.7-Mil. From Philadelphia Operation
METRO AFFILIATES: Seeks to Sell 67 Buses to Holcomb for $987K

MONTREAL MAINE: Ch. 11 Trustee Objects to Victim-Proposed Plan
MONTREAL MAINE: Has Court OK to Tap Additional $1.3MM in Financing
MOONLIGHT APARTMENTS: Files Schedules of Assets and Liabilities
MORNINGSTAR MARKETPLACE: Submits List of Top Unsecured Creditors
NASSAU TOWER: Santander Withdraws Consent to Sale of NJ Assets

NASSAU TOWER: Files First Amended Disclosure Statement
NIRVANIX INC: Court Approves Chapter 7 Liquidation
OCZ TECHNOLOGY: Can Employ Greenberg Traurig as Co-Counsel
OHIO VALLEY GENERAL: Moody's Affirms Ba3 Rating; Outlook Stable
ORIENT-EXPRESS HOTELS: Moody's Gives B3 CFR, Rates $655MM Debt B3

OVERSEAS SHIPHOLDING: Has Equity Commitment Pact With Lenders
PENFOLD CAPITAL: Provides Default Status Report
PIONEER ENERGY: Moody's Rates $250MM Senior Unsecured Notes 'B2'
PLAZA HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
RCS CAPITAL: Moody's Assigns 'B2' Corporate Family Rating

RESTORA HEALTHCARE: Taps George Pillari as Restructuring Chief
RESTORA HEALTHCARE: Has OK to Hire Rust Consulting as Claims Agent
RESTORA HEALTHCARE: Has Interim Authority to Pay Critical Vendors
ROBERTS LAND: Seeks Court Approval to Modify Chapter 11 Plan
SANCHEZ ENERGY: S&P Raises CCR to 'B' on Proved Reserve Increase

SANTA FE EXPRESS: Voluntary Chapter 11 Case Summary
SARKIS INVESTMENTS: Plan Provides Dual Treatment for MSCI Claim
SCH INVESTMENTS: Case Summary & 17 Largest Unsecured Creditors
SENTINEL MANAGEMENT: Says BNY Mellon Ignored Appeals Court
SHOTWELL LANDFILL: LSCG Fund 18 Seeks Protective Order

SHOTWELL LANDFILL: March 25 Hearing on LSCG's Bid to Lift Stay
SHOTWELL LANDFILL: Court Asked to Appoint Creditors' Committee
SORENSON COMMUNICATIONS: S&P Lowers Corp. Credit Rating to 'D'
SPIRIT AEROSYSTEMS: S&P Lowers CCR to 'BB-'; Outlook Stable
SPROUTS FARMERS: Moody's Raises CFR to 'Ba3'; Outlook Positive

SPIRIT AEROSYSTEMS: Moody's Confirms Ba2 CFR, Rates New Notes Ba3
STERLING BLUFF: U.S. Trustee Unable to Form Committee
STRATHMORE GROUP: GA Keen Sells New York City Apartment Building
STREAM GLOBAL: S&P Withdraws 'B+' CCR Following Sale Completion
SUN VALLEY DAIRY: Case Summary & Largest Unsecured Creditors

SYNAGRO TECHNOLOGIES: Pa. Residents Challenge Sludge Permits
TALBOTS INC: Moody's Assigns 'B3' CFR & Rates 1st Lien Debt 'B2'
TALBOTS INC: S&P Assigns 'B' CCR & Rates $255MM 1st-Lien Loan 'B'
TESORO CORP: S&P Assigns 'BB+' Rating to $300MM Unsecured Notes
THINKFILM LLC: Hollywood Reporter Hit With $150MM Defamation Suit

TUFF FLORIDA: S&P Lowers Rating on 2009 Revenue Bonds to 'BB+'
WATERFRONT OFFICE BUILDING: Debtors' Reorganization Plan Confirmed
WESTERN CAPITAL PARTNERS: Must Amend Plan Outline by March 11
WESTFIELD ESTATES: Voluntary Chapter 11 Case Summary
XTREME POWER: Court Approves March 20 Auction for Assets

XTREME POWER: Opposes First Wind's Bid for Stay Relief
XTREME POWER: First Wind to Take Possession of Spare Batteries

* Chapter 11 "Free-Fall" Bankruptcies Taking Longer, Study Shows
* Chapter 13 Prohibited From Only Benefiting Lawyer

* Junk-Bond Covenant Quality Improves on Lower Volume in January
* Loan Complaints by Homeowners Rise Once More
* Minimum-Wage Hike Would Help Alleviate Poverty, Could Kill Jobs
* Fed Adopts Foreign-Bank Capital Rules as World Finance Fragments
* SEC Gains Power to Take Profit Made From Insider Trading

* Credit Suisse Waits for $11 Billion Answer in N.Y. Fraud Suit
* GrayRobinson Adds Bankruptcy Pro From Broad and Cassel
* NSA Spying Leaves Law Firms Vulnerable to Litigation
* Top CFPB Official Vows to Crack Down on Mortgage Servicers

* Milwaukee's Pamela Pepper Nominated for District Court
* Peter Haviland Joins Ballard Spahr's L.A. Litigation Practice
* SSG Forms Global Special Situations M&A with Saxenhammer

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********

ACCESS MIDSTREAM: Moody's Rates $600MM Sr. Notes Due 2024 'Ba2'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Access
Midstream Partners, L.P.'s (ACMP) proposed offering of $600
million senior notes due 2024. The proceeds from the senior notes
offering will be used to repay revolver borrowings and fund growth
capital expenditures.

"This senior notes offering refinances ACMP's outstanding revolver
borrowings on a long term basis," commented Pete Speer, Moody's
Vice President. "The partnership's $1.75 billion revolving credit
facility will be substantially undrawn, providing ample borrowing
capacity to fund its growth capital investment well into 2015."

Issuer: Access Midstream Partners, L.P.

Assigned:

$600M Senior Unsecured Regular Bond/Debenture, Ba2, LGD4 64%

Ratings Rationale

ACMP's Ba1 Corporate Family Rating (CFR) is supported by the
stability of its substantially all fee-based revenues,
contractually limited volume risk, growing scale, and broad
geographic and basin diversification. The partnership continues to
successfully complete its large capital spending program with
meaningful equity funding which is reducing financial leverage.
ACMP is targeting financial leverage (Debt/EBITDA) in the 3.5x to
4x range and distribution coverage above 1.2x, which is relatively
conservative given the stability of its earnings. These positive
attributes are tempered by the partnership's significant customer
concentration with Chesapeake Energy (Chesapeake, Ba2 stable).

The Ba2 rating on the proposed senior notes reflects ACMP's
overall probability of default of Ba1-PD and a loss given default
of LGD 4 (64%). The partnership's $1.75 billion revolver is
secured by substantially all of its assets. The outstanding and
proposed senior notes are all unsecured and have subsidiary
guarantees on a senior unsecured basis. Therefore the notes are
subordinated to the senior secured credit facility's potential
priority claim to the partnership's assets, resulting in the notes
being rated Ba2, one notch beneath the Ba1 CFR under Moody's Loss
Given Default Methodology.

ACMP's rating outlook remains positive based on Moody's
expectation that ACMP's exposure to Chesapeake will be reduced
over the next eighteen months while its cash flows continue to
increase and credit metrics strengthen. Management has announced a
goal of reducing the partnership's revenue exposure to Chesapeake
to 50%. ACMP expects to achieve this through a combination of
further asset divestitures by Chesapeake and organic expansion
with other customers in the basins it operates.

The ratings could be upgraded to Baa3 if ACMP substantially
achieves its goal of reduced exposure to Chesapeake while
sustaining Debt/EBITDA below 4x. The ratings of Chesapeake will
continue to be a meaningful consideration in ACMP's ratings even
at the partnership's 50% targeted level, so increases or decreases
in Chesapeake's ratings would be positive or negative to ACMP's
ratings although not necessarily in lockstep. Though unlikely
based on current trends, ACMP's ratings could be downgraded if the
partnership's Debt/EBITDA rises over 5x because of insufficient
equity funding of growth or acquisitions and/or weaker than
expected earnings.

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

Access Midstream Partners, L.P. is a publicly traded midstream
energy master limited partnership that is headquartered in
Oklahoma City, Oklahoma. The Williams Companies (Williams, Baa3
stable) and Global Infrastructure Partners (unrated) each own 50%
of ACMP's general partner and a sizable proportion of its limited
partner interests.


ACCESS MIDSTREAM: S&P Rates $600MM Sr. Unsecured Notes 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating to Access Midstream Partners L.P. and ACMP
Finance Corp.'s proposed $600 million senior unsecured notes due
2024.  S&P also assigned its '4' recovery rating to the debt,
indicating average (30% to 50%) recovery of principal.

The partnership intends to use net proceeds to repay outstanding
amounts under its senior secured revolving credit facility, fund
its recently announced MidCon Compression acquisition, and for
general corporate purposes. Oklahoma City-based Access is a
midstream energy partnership that specializes in gathering and
transporting natural gas and natural gas liquids.  S&P's corporate
credit rating on Access is 'BB', and the outlook is stable.  As of
Dec. 31, 2013, Access had about $3.3 billion in debt.

RATINGS LIST

Access Midstream Partners L.P.
ACMP Finance Corp.
Corp. credit rating               BB/Stable/--

New Rating
$600 mil senior unsecured notes   BB
Recovery rating                   4


AES CORP: Moody's Affirms Ba3 CFR & Ba3 Senior Unsecured Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of AES Corporation
(AES) including the Corporate Family Rating (CFR) and senior
unsecured rating at Ba3, the Probability of Default Rating (PDR)
at Ba3-PD, the convertible Trust preferred rating at B2, the
Senior Secured Bank Credit Facility at Ba1, as well as the SGL-2
speculative grade liquidity rating. Concurrent with this rating
action Moody's assigned a Ba3 rating to AES' proposed senior
unsecured notes for up to $500 million due in March 2024. The
rating outlook for AES is stable.

Net proceeds from this transaction will be used to fund the cash
tender offers that AES commenced on February 14, 2014 for three of
its outstanding note issues: the 7.75% senior notes due 2015,
9.75% senior notes due 2016, and 8% senior notes due 2017.

Ratings Rationale

"The affirmation of AES' ratings is driven by Moody's expectation
that the company will be able to report key financial metrics at
both the parent level and on a consolidated basis that remain
overall commensurate with those of the lower Ba-rating range" said
Natividad Martel, a Moody's Vice President. Specifically, Moody's
anticipates that AES' 3-year average ratio of consolidated and
parent operating cash flow (POCF, defined as total subsidiary
distributions less parent overhead costs and parent interest
expense) to consolidated and parent-only debt will hover between
8% and 10%, respectively, with consolidated and parent only
interest coverage of at least 2.0x.

The expectation is underpinned by AES' commitment to control costs
with targeted savings of $200 million by 2015 as well as its
continued strategy to shift away from portfolio development and
more toward portfolio rationalization which captures the disposal
of additional less strategic assets (2014: $197 million after $246
million in net cash proceeds realized during 2013) while
maintaining a diversified asset base with operations in at least
15 countries over the long-term. These distributions help to
offset the impact on AES' parent only cash flows associated with
the diminished ability over the medium term of some of its key
subsidiaries to upstream cash flows. The latter results from the
current significant investment programs of Indianapolis Power and
Light Company (IPL; Baa1; senior unsecured; stable) the subsidiary
of IPALCO Enterprises (Baa3 senior secured; stable) and AES Gener
(Baa3, stable). It further considers the transition to market
rates and the restructuring of the Ohio-based utility holding
company DPL, Inc (Ba2 senior unsecured, stable), the parent
company of The Dayton Power and Light Company (DP&L: Baa3 Issuer
Rating; stable) as well the anticipated reduction in dividends
from Companhia Brasiliana de Energia (not rated) following the
third tariff review of Electropaulo Metropolitana Eletricidade de
Sao Paolo (Electropaulo; Ba1; stable) and the renewal risk that
AES Tiete (Baa3, stable) will face upon expiration of its long-
term above market supply contracts with Electropaulo in December
2015.

That said, AES' rating factors the group's increased reliance on
the cash distributions from subsidiaries that operate in less
predictable environments. However, the associated credit concerns
are somewhat mitigated by their wide geographic distribution and
balanced fuel mix, underlying long-term contracts, and corporate's
initiatives to reduce the group's exposure to foreign exchange
risks which also helps to mitigate the structural considerations
that constrain AES' rating.

Importantly, AES' ratings and stable outlook assume that
management remains committed to pursuing a corporate finance
policy that maintains equilibrium between shareholder rewards and
balance sheet strengthening initiatives. In this regard, the
ratings consider AES' retirement on February 14, 2014 of the $110
million outstanding under its 7.75% $500 million senior unsecured
notes maturing in March 2014 after repaying around $300 million
recourse indebtedness during 2013. Moody's also expects AES will
continue to generate positive free cash flows after the payment of
all parent obligations and its common dividend. Management
estimates that in 2014 this will range between $216 and $316
million. The rating further captures the expectation that AES will
target a dividend payment of around $145 million (2013: US$119
million) with a payout ratio ranging between 30% and 40% of its
sustainable parent only free cash flow (2013: 20%). Management
also recently affirmed its target of achieving a dividend yield of
around 1% to 2% through 2015. Moody's further understands that
around $195 million is still available under AES' share repurchase
program after using $321 million of cash during 2013 including the
repurchase of the 20 million common shares held by China
Investment Corporation (CIC; $258 million). Moody's rating action
also acknowledges that any borrowings under AES' $800 million
revolving credit facility expiring in 2018 to aid the funding of
the latter share repurchase were fully repaid such that the
facility was fully available at year-end, a credit positive. The
rating could be negatively impacted to the extent that the share
repurchase program is increased again in the near to medium term
without new balance strengthening measures.

AES' rating further acknowledges the group's efforts to seek
strategic partners to alleviate the financial burden associated
with several new projects; for example, partnering with Google for
its 266MW Mount Signal solar project, or with Mitsubishi
Corporation and Antofagasta Minerals S.A. who will hold a 40%
interest in the 472MW (net) two unit Cochrane coal-fired plant and
the 520MW Alto Maipo run-of the river project, respectively,
currently being pursued by AES Gener in Chile.

AES' liquidity remains adequate and its speculative grade
liquidity rating of SGL-2 reflects good liquidity prospects for
the next twelve months based upon internal holding company cash
flow generation, access to external committed credit facilities
and the ample covenant headroom under those credit facilities. AES
currently has almost full availability under its $800 million
revolving credit facility due in July 2018. AES has also publicly
disclosed its intention to maintain at year-end around US$100
million cash on hand after expected dividend distributions ($145
million), and debt repayment (including the $110 million prepaid
recourse debt mentioned earlier). Around US$232 million of
investments in subsidiaries while management has disclosed that up
to US$316 million additional funds are still to be allocated
between share buybacks, new investments and additional debt
repayments.

AES stable rating outlook reflects our expectation that the
company will continue to implement its asset rationalization
program, execute a balanced capital allocation that supports the
company in recording credit metrics that are commensurate with the
rating category on both a consolidated and parent only basis. The
stable rating outlook further considers our view that a reasonable
transition to market rates will ultimately materialize in Ohio.

In light of the decline in POCF to the 8-10% range and the
challenges AES faces in Ohio, limited near-term prospects exist
for AES' ratings to increase. Going forward, positive momentum is
possible if AES records a significant improvement in its credit
metrics including a POCF to debt in excess of 12%, on a
sustainable basis.

AES' ratings could face downward pressure if the parent level
financial metrics of POCF to debt falls below 8% for an extended
period.

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

The AES Corporation is a globally diversified power holding
company that owns a portfolio of electricity generation and
distribution businesses in 20 countries. AES' assets are largely
financed on a non-recourse basis and include a combination of
regulated utilities and merchant/contracted generating facilities.
In total, AES has ownership interests in more than 40,000 MWs of
generating capacity across the globe.


ALLIED INDUSTRIES: Can Use Cash Collateral Until April 30
---------------------------------------------------------
Allied Industries, Inc., received interim court approval to use
the cash collateral of its secured creditor California United Bank
until April 30.

The company can use the cash collateral only up to the amounts
(with a 15% variance) and for the purposes set forth in a prepared
budget covering the period Jan. 30 to April 30, or such later date
as ordered by the bankruptcy court or with consent from CUB.

As adequate protection for any diminution in value of CUB's
interest in the cash collateral, the bank was granted a
replacement lien on all of Allied Industries' postpetition assets
on which the bank held a valid and perfected lien as of the
petition filing.  Should the protection granted to CUB remain
insufficient, the bank would be given a superpriority
administrative claim.

Allied Industries is required to make monthly payments of $13,000
as well as pay the bank 20% of the amounts it collected from its
accounts receivable arising from services or materials sold or
provided before its bankruptcy filing, net of the estimated amount
of professional fees and costs incurred as administrative expenses
to collect such accounts receivable, according to the order signed
by U.S. Bankruptcy Judge Maureen Tighe.

Entry of the court order does not constitute a waiver of the
rights of the unsecured creditors' committee and the Allied
Industries to assert objections at the time of the final hearing
on use of cash collateral, including the issues raised by the
committee in its Jan. 28 objection.

In its objection, the committee said it opposes any request to
grant CUB a lien on unencumbered assets or a superpriority
administrative claim that would be payable from proceeds of
unencumbered assets.

                      About Allied Industries

Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case. No. 13-11948) on March 21, 2013.  The petition was
signed by Ernesto Gutierrez as president and chief executive
officer.  The Debtor scheduled assets of $13,086,216 and
scheduled liabilities of $7,457,365.

Then Debtor has tapped Dheeraj K. Singhal, Esq., and Dixon L.
Gardner, Esq. at DCDM Law Group, P.C., as counsel, the Capital
Turnaround Group, Inc., as turnaround consultant, and Glenn M.
Gelman & Associates as accountants.

The Official Committee of Unsecured Creditors has retained
Pachulski Stang Ziehl & Jones LLP as counsel and CohnReznick LLP
as financial advisor.


ALLIED SYSTEMS: CEO, Director Win More Time to File Claims
----------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware extended until March 31, 2014, the
deadline for Mark J. Gendregske, President and Chief Executive
Officer of Allied Systems Holdings, Inc., and company director
Brian Cullen to file proofs of claim against the Debtors.

The deadline for creditors to file claims against Allied expired
Jan. 29, 2014.

According to court documents, Mr. Gendregske continues to be a
defendant in an adversary proceeding initiated by the Official
Committee of Unsecured Creditors, in which the Committee, suing
derivatively on behalf of Debtors, asserted various claims against
Mr. Gendregske, including breach of fiduciary duty.   Mr. Cullen
is not currently a defendant, but has entered into a tolling
agreement with respect to those claims.

                About Allied Systems Holdings, Inc.

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALPHAS COMPANY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: The Alphas Company of New York Inc.
        19 Still Meadow Rd.
        Weston, MA 02493

Case No.: 14-10510

Chapter 11 Petition Date: March 4, 2014

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

Judge: Hon. Allan L. Gropper

Debtor's Counsel: Andrew Squire, Esq.
                  379 Decatur Street
                  Brooklyn, NY 11233
                  Tel: (718) 771-2221
                  Fax: (718) 771-2243
                  Email: squire782@aol.com

Estimated Assets: not indicated

Estimated Liabilities: $1 million to $10 million

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


ALTREC INC: Changes Stalking Horses While Keeping Same Price
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Altrec Inc., an online retailer of outdoor clothing
and equipment, is changing stalking horses in midstream.

According to the report, after the outfitter filed for Chapter 11
protection in early January, the bankruptcy court in Portland,
Oregon, approved auction procedures with an opening bid of $3.25
million from Remington Outdoor Co., absent a better offer at
auction on Feb. 20.  Remington has terminated the asset-purchase
agreement and the court authorized substituting Active Boarder
Corp. as the initial bidder under a contract with substantially
the same terms.

The contract calls for the bankrupt estate to retain $250,000,
with the remainder going to secured creditors, the report said.

                         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 Debtor has assets ranging from $1 million to $10 million and
liabilities ranging from $10 million to $50 million.

The petition was signed by Michael Morford, president.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Altrec generated $59 million in sales on its Altrec.com
website in 2011.  Revenue declined after a denial-of-service cyber
attack during the 2011 Christmas season and a possible theft of
customer information by a hacker, Mr. Rochelle said.

There is $5.7 million owing to the secured lenders, Mr. Rochelle
noted.  The sale to Remington calls for the bankrupt estate to
retain $250,000, with the remainder going to secured creditors.  A
court paper shows the liquidation value of the assets as not
exceeding $1.2 million.

The lender terminated a $7.5 million working capital credit in
2013, and secured noteholders owed $3.5 million initiated a
receivership in December, Mr. Rochelle related.

Altrec had sales of $20.1 million during the first 11 months of
2011, producing a net loss of $5.1 million.  Assets are on the
books for $5.7 million against debt totaling $24.2 million,
Mr. Rochelle further related.

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.


AMBROSIA PAMM: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Ambrosia Pamm Ltd., Inc.
           t/a The Original Ambrosia Restaurant
        12015 Rockville Pike
        12015 Rockville Pike, Ste 2 (F), Suite F
        Rockville, MD 20852

Case No.: 14-13271

Chapter 11 Petition Date: March 3, 2014

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

Debtor's Counsel: Arcadio Jorge Reyes, Esq.
                  LAW OFFICE OF ARCADIO J. REYES
                  10411 Motor City Drive, Suite # 750
                  Bethesda, MD 20817
                  Phone: (240) 481-9371
                  Fax: (301) 983-4318
                  Email: ARCADIORE@AOL.COM

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

Estimated Liabilities: not indicated

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


AOXING PHARMACEUTICAL: Gets Addt'l Listing Noncompliance Notice
---------------------------------------------------------------
Aoxing Pharmaceutical Company, Inc., a specialty pharmaceutical
company focusing on research, development, manufacturing, and
distribution of narcotic, pain-management, and addiction treatment
pharmaceuticals, announced on October 30, 2013 that it had
received notice from NYSE MKT LLC that, based upon the financial
statements contained in Aoxing Pharma's Annual Report on Form 10-K
for the year ended June 30, 2013, Aoxing Pharma (a) is not in
compliance with Section 1003(a)(iii) of the NYSE MKT Company Guide
since it reported stockholders' equity of less than $6,000,000 at
June 30, 2013 and has incurred losses from continuing operations
and/or net losses in its five most recent fiscal years then ended,
and (b) is not in compliance with Section 1003(a)(iv) of the
Company Guide since it has sustained losses that are so
substantial in relation to its overall operations or its existing
financial resources, or its financial condition has become so
impaired that it appears questionable, in the opinion of the NYSE
MKT, as to whether the Company will be able to continue operations
and/or meet its obligations as they mature.  Aoxing Pharma further
announced on December 4, 2013 that it had received notice from
NYSE MKT LLC that, based upon the financial statements contained
in Aoxing Pharma's Quarterly Report on Form 10-Q for the period
ended September 30, 2013, Aoxing Pharma (a) is not in compliance
with Section 1003(a)(ii) of the NYSE MKT Company Guide since it
reported stockholders' equity of less than $4,000,000 at
September 30, 2013 and has incurred losses from continuing
operations and/or net losses in three of its four most recent
fiscal years ended June 30, 2013.

The Company was afforded the opportunity to submit plans of
compliance to the Exchange, and on November 8, 2013 the Company
presented its plan of compliance with Section 1003(a)(iv).  On
December 3, 2013 the Exchange notified the Company that it
accepted the Company's plan of compliance with Section 1003(a)(iv)
and granted the Company an extension until March 1, 2014 to regain
compliance with Section 1003(a)(iv).  On November 25, 2013 the
Company presented its plan of compliance with Section 1003(a)(iii)
and supplemented it on December 26, 2013.  On January 10, 2014 the
Exchange notified the Company that it accepted the Company's plan
of compliance with Section 1003(a)(ii) and Section 1003(a)(iii)
and granted the Company an extension until April 27, 2015 to
regain compliance with Sections 1003(a)(ii) and 1003(a)(iii).

On February 28, 2014, the Exchange notified the Company that the
period during which it will be permitted to regain compliance with
Section 1003(a)(iv) has been extended to May 30, 2014.  The
Company will be subject to periodic review by the Exchange Staff
during the extension periods.  Failure to make progress consistent
with the plans or to regain compliance with the listing standards
by the ends of the extension periods could result in the Company
being delisted from the NYSE MKT LLC.

On February 28, 2014 the Exchange also notified the Company that
its review of the Company's Form 10-Q for the quarter ended
December 31, 2013 indicated that Aoxing Pharma is also not in
compliance with Section 1003(a)(i) of the Company Guide since it
reported stockholders' equity of less than $2,000,000 at
December 31, 2013 and has incurred losses from continuing
operations and/or net losses in two of its three most recent
fiscal years ended June 30, 2013.  The notice advised that Aoxing
Pharma is not required to submit an additional plan of compliance,
but will be permitted to supplement the plan of compliance
submitted on November 25, 2013 and December 26, 2013 to address
how it intends to regain compliance with Section 1003(a)(i) by
April 27, 2015.  If the plan, as supplemented, is not accepted,
Aoxing Pharma will be subject to delisting proceedings.

               About Aoxing Pharmaceutical Company

Aoxing Pharmaceutical Company, Inc. -- http://www.aoxingpharma.com
-- is a US incorporated specialty pharmaceutical company with its
operations in China, specializing in research, development,
manufacturing and distribution of a variety of narcotics and pain-
management products.  Headquartered in Shijiazhuang City, outside
Beijing, Aoxing Pharma has the largest and most advanced
manufacturing facility in China for highly regulated narcotic
medicines.  Its facility is one of the few GMP facilities licensed
for the manufacture of narcotic medicines by the China State Food
and Drug Administration (SFDA).  Aoxing Pharma has a joint venture
collaboration with Johnson Matthey Plc to produce and market
narcotics and neurological drugs in China.


ARCHDIOCESE OF MILWAUKEE: Court Should Move Ahead with Plan
-----------------------------------------------------------
Mark G. Doll, writing for the Milwaukee-Wisconsin Journal
Sentinel's Opinion Section, said the plan of reorganization by the
Archdiocese of Milwaukee is the best way to provide care for abuse
survivors, while ensuring the archdiocese can continue its
spiritual, educational and charitable mission.

As previously reported by The Troubled Company Reporter, the
Archdiocese filed a plan of reorganization that would establish a
fund worth $4 million, which would be made available to sex abuse
victims through a loan.  Up to $1 million of that could be used to
sue the archdiocese's insurance companies to increase the funds
available for victims.  The restructuring plan also would create a
fund worth $500,000 for lifetime therapy for the victims and pay
an estimated $5 million for legal and accounting fees incurred in
connection with the archdiocese's bankruptcy case.

Mr. Doll, a member of the Archdiocese of Milwaukee Finance Council
since 2000, said not all claims are eligible for compensation, and
not all claims are the responsibility of the archdiocese.  He said
the goal in the Chapter 11 case is to financially compensate those
with eligible claims as best as it can, even though the
Archdiocese knows that no amount of money could ever restore what
was taken from abuse survivors.

Under the plan, only 128 of the 377 victims who accuse diocesan
priests of abuse would be compensated.  All claims not involving
diocesan priests would be eliminated from consideration.

"The Plan is fair for abuse survivors because, first and foremost,
it provides therapy for as long as they need it and, second, it
provides those with eligible claims a financial settlement.  The
plan is fair for Catholics because it allows the archdiocese to
move forward and return its focus to the many good works of the
church in the community," Mr. Doll added.

He related that in the previous five years, the archdiocesan
operation already had been greatly reduced to pay the costs
related to clergy sexual abuse.  Properties were sold, services
were trimmed, staff was cut by 40% and operating budgets went from
$39 million in 2002 to $24 million in 2013, he further related.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.


AT EMERALD: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: At Emerald, LLC
        7725 Peavine Peak Court
        Reno, NV 89523

Case No.: 14-50331

Chapter 11 Petition Date: March 4, 2014

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: Alan R Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge St.
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  Email: mail@asmithlaw.com

Total Assets: $200 million

Total Liabilities: $541,200

The petition was signed by Anthony Thomas, managing member.

The Debtor listed Sarasota Vault as its largest unsecured creditor
holding a claim of $1,200.


BERNARD L. MADOFF: Marathon Trial on Fraud Case v. Aides Nears End
------------------------------------------------------------------
The marathon trial on the case against five former employees at
Bernard Madoff's securities firm is nearing its end, according to
Law360.

During the past three years, two of the defendants -- Annette
Bongiorno, a former Bernard L. Madoff Investment Securities LLC
and Madoff's former secretary, and Daniel Bonventre, the
operations chief for Madoff's broker-dealer business before the
firm collapsed in 2008 -- took the stand before jurors in the U.S.
District Court for the Southern District of New York.

Mr. Bonventre, who took the unusual step of testifying in his own
defense, was the first to take the stand.  Law360 related that Mr.
Bonventre declined to answer the federal prosecutor's yes-or-no
questions and testified that a 2001 news article in Barron's
magazine questioning Madoff's extraordinarily high returns did not
raise red flags.  Mr. Bonventre, Law360 added, also told the
jurors that he was ignorant of the fraud until Madoff's 2008
arrest and called the swindler "a terribly ill man."  Mr.
Bonventre, who worked for Madoff for more than 40 years, testified
that his former boss "seemed to have the respect of the entire
world" until the massive Ponzi scheme came to light, Law360 said.

Ms. Bongiorno also said she was unaware of the massive Ponzi
scheme and "never knowingly" committed fraud during 40 years
working alongside the convicted investment adviser.  When asked by
her attorney whether she had ever understood that Madoff was
running a Ponzi scheme, Ms. Bongiorno replied, "absolutely not."
Law360 said Ms. Bongiorno testified that although she held
millions of dollars in a Madoff investment account, she never
spent lavishly and showed jurors photographs of her silver Bentley
and of a $6.5 million condo she hoped to buy.

Assistant U.S. Attorney John Zach, in closing arguments on March
4, told U.S. District Judge Laura Taylor Swain that the five
former Madoff employees "told an avalanche of lies" as they aided
the massive Ponzi scheme, Law360 added.  Mr. Zach told jurors that
each of the defendants had played a "crucial role" in carrying out
the largest Ponzi scheme in history.

Judge Swain, on Feb. 25, abruptly adjourned the trial of the five
former BLMIS associates so that a juror could receive emergency
medical attention for an apparent respiratory issue, Law360 said.
The female juror, who uses an inhaler, began wheezing loudly
during midafternoon testimony by Ms. Bongiorno.  The juror left
the courtroom and was followed minutes later by medical personnel.

The case is USA v. O'Hara et al., Case No. 1:10-cr-00228
(S.D.N.Y.).

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Group Backs Picard In Clawbacks Appeal
---------------------------------------------------------
Law360 reported that the the National Association of Bankruptcy
Trustees told the Second Circuit it should allow Irving Picard,
trustee for Bernie Madoff's investment firm, to pursue a slew of
clawback suits against Madoff's Ponzi scheme customers.

According to the report, in amicus brief, the nonprofit
professional association said the customers shouldn't be covered
by the safe-harbor policy of Section 546(e) of the U.S. Bankruptcy
Code -- which protects transfers made by a debtor in relation to
securities trading -- because Bernard Madoff Investment Securities
LLP never actually had securities.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BUILDING #19: March 7 Last Day for Filing Proofs of Claim
---------------------------------------------------------
The deadline for creditors to file proofs of debts in the
bankruptcy case of Building #19, Inc. is March 7, 2014.

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Bankr. D. Mass.
Case No. 13-16429).  Donald Ethan Jeffery, Esq., and Harold B.
Murphy, Esq., at Murphy & King, Professional Corporation, in
Boston, Massachusetts, serve as the Debtors' bankruptcy counsel.
The Tron Group, LLC, serve as their financial advisers.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official committee of unsecured creditors.
The Committee retained Duane Morris LLP as its counsel.  Newburg &
Company LLP is the financial advisors to the Committee.


BUILDING #19: Cash Collateral Hearing Moved to April 7
------------------------------------------------------
The Court hearing on Building #19, Inc.'s use of cash collateral
has been continued to April 7, 2014.

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Bankr. D. Mass.
Case No. 13-16429).  Donald Ethan Jeffery, Esq., and Harold B.
Murphy, Esq., at Murphy & King, Professional Corporation, in
Boston, Massachusetts, serve as the Debtors' bankruptcy counsel.
The Tron Group, LLC, serve as their financial advisers.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official committee of unsecured creditors.
The Committee retained Duane Morris LLP as its counsel.  Newburg &
Company LLP is the financial advisors to the Committee.


CAESARS ENTERTAINMENT: Fitch Says Asset Sale Plans Neg. for CEOC
----------------------------------------------------------------
The Caesars Entertainment Corp.'s (CEC) announced transactions
between Caesars Entertainment Operating Company, Inc. (CEOC; OpCo)
and Caesars Growth Partners (CGP) are positive for CEC's and
Caesars Acquisition Company's (CAC) stockholders and for Caesars
Entertainment Resort Property's creditors, according to Fitch
Ratings.

However, Fitch believes the announced transactions are a negative
for CEOC creditors because they further deteriorate certain
debtholders' recovery prospects in an event of default and
exacerbate an already weak free cash flow profile at CEOC.  The
OpCo near-term liquidity is improved, as the restricted group's
pro forma liquidity of nearly $3 billion can potentially satisfy
the cash needs at CEOC through 2015 and possibly through 2016.

CEOC plans to sell The Quad, Bally's Las Vegas and The Cromwell on
the Las Vegas Strip and Harrah's New Orleans to CGP for a total
cash consideration of approximately $1.8 billion.  The transaction
is expected to close by the first-half 2014.  CEC plans to use
part of the proceeds to repay loans at CEOC but did not specify
how much.

        SHARED SERVICES JV AND GROUP LINKAGE CONSIDERATIONS

The transaction agreement also calls for creation of a shared
services joint venture (JV), a new entity that will provide
certain operating services to all three of CEC's major
subsidiaries.  This would be a departure from the existing scheme
under which CEOC provides certain services to CERP and CGP for a
fee.  It was not specified whether Total Rewards, which is part of
CEOC, will be contributed to the new JV.

Fitch sees the asset sales and the proposed creation of a shared
services JV as a positive for CEC and CAC equity and reflects
another step towards moving assets away from the weaker CEOC into
healthier entities and isolating the healthier entities from a
potential filing at CEOC.  These transactions follow the sale of
the Linq project and the Octavius Tower into CERP and Horseshoe
Baltimore and Planet Hollywood Las Vegas into CGP. CEC's coveted
online gaming assets were also transferred to CGP, which is 42%
owned and 100% controlled by CAC.

CERP's linkage to CEOC vis-a-vis the shared services agreement has
been a negative credit consideration for CERP, whose Issuer
Default Rating (IDR) assigned by Fitch is 'B-', one notch higher
compared to CEOC's 'CCC' IDR. The creation of a shared services JV
weakens the linkage to CEOC and potentially allows for CERP's IDR
to move higher as its stand-alone credit profile improves. Whether
Total Rewards will ultimately be included in this JV will be a
factor in Fitch's ability to de-link the credit profiles of CEOC
and CERP.

CEC guarantees the debt at CEOC and could potentially attempt to
strip the guarantee as another step to further isolate the parent
and its healthier entitles from CEOC.  Fitch discusses the
guarantee and the guarantee fallaway mechanics in its report
'Caesars Entertainment Corp. (Parent Guarantee and Potential Debt
for Equity Exchange Considerations)' dated Nov. 18, 2013,
available on the Fitch website.

                     RECOVERY CONSIDERATIONS

If CEOC uses the bulk of the cash proceeds to repay a portion of
$4.4 billion in outstanding term loans, the announced transaction
will be roughly leverage neutral for the first-lien holders and
leveraging for the more junior creditors. Fitch calculates CEOC's
gross leverage as of Sept. 30, 2013 through the first-lien and
through the pre-LBO unsecured senior notes at about 9x and 15x,
respectively. Fitch estimates the EBITDA of the assets being sold
(excluding Cromwell) at roughly $200 million based on comparable
assets in respective markets, which would equate to a 9x EV/EBITDA
transaction multiple.

There is considerable cushion in the first-lien's 'RR3' Recovery
Rating for further deterioration in recovery prospects, as Fitch
downgraded CEOC's first-lien debt to 'CCC+/RR3' from 'B-/RR2' in
late 2012 following the announced sale of Harrah's St. Louis and
issuance of incremental first-lien debt.

                         FCF CONSIDERATIONS

The transaction is slightly free cash flow (FCF) negative for CEOC
in the near term but has a larger impact longer-term because the
assets with better growth prospects are being removed from the
restricted group.  Assuming $200 million of EBITDA and about
$40 million of maintenance capex associated with the sold assets
and a range of $90 million-$140 million in potential interest
expense savings from the bank loan repayments, the near-term
negative recurring FCF impact could be $20 million-$70 million,
which is not very material relative to CEOC's existing cash burn.
Longer term, the incremental FCF burn from the transaction could
be more pronounced as the transaction leaves CEOC with a heavier
exposure to the weaker U.S. regional casino segment.  Following
the announced transaction and the earlier sale of Planet
Hollywood, the only remaining major Las Vegas Strip asset in CEOC
will be Caesars Palace, and Fitch estimates that total Las Vegas
Strip EBITDA will comprise less than 20% of CEOC's property EBITDA
compared to almost 30% in 2012.  With the transactions, Fitch's
base case estimate for FCF burn in 2015 for CEOC is revised from
approximately $600 million upwards to about $700 million.  The
reduced forecast also incorporates the recent weakness in the U.S.
regional markets.

Fitch currently rates CEC and the related entities as follows:

Caesars Entertainment Corp.

   -- Long-term IDR at 'CCC'; Outlook Negative.

Caesars Entertainment Operating Co.

   -- Long-term IDR 'CCC'; Outlook Negative;
   -- Senior secured first-lien revolving credit facility and term
      loans 'CCC+/RR3';
   -- Senior secured first-lien notes 'CCC+/RR3';
   -- Senior secured second-lien notes 'CC/RR6';
   -- Senior unsecured notes with subsidiary guarantees 'CC/RR6';
   -- Senior unsecured notes without subsidiary guarantees
      'C/RR6'.

Caesars Entertainment Resort Properties, LLC

   -- IDR 'B-'; Outlook Stable;
   -- Senior secured first-lien credit facility 'B+/RR2';
   -- First-lien notes 'B+/RR2';
   -- Second-lien notes 'CCC/RR6'.

Chester Downs and Marina LLC (and Chester Downs Finance Corp as
co-issuer)

   -- Long-term IDR 'B-'; Outlook Negative;
   -- Senior secured notes 'BB-/RR1'.

Corner Investment PropCo, LLC

   -- Long-term IDR 'CCC';
   -- Senior secured credit facility at 'B-/RR2'.


CEREPLAST INC: Files List of Top Unsecured Creditors
----------------------------------------------------
Cereplast, Inc. submitted to the Bankruptcy Court a list that
identifies its top 20 unsecured creditors.

Creditors with the three largest claims are:

  Entity                    Nature of Claim        Claim Amount
  ------                    ---------------        ------------
AQR Diversified              Bond                   $3,513,200
2 Greemwhich Plaza
Greenwhich, CT 06830
203-742-3003

Pandora Select                Bond                  $1,519,000
Partners, LP
3033 Excelsoir Boulevard
Minneapolis, MN 55416

Ironridge Global IV Ltd     Promissory Note         $1,500,000

A copy of the creditors' list is available for free at:

    http://bankrupt.com/misc/Cereplast_16_Listcreditors.pdf

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.


CONSECO LIFE: Fitch Puts 'BB+' IFS on CreditWatch Positive
----------------------------------------------------------
Fitch Ratings placed the 'BB+' Insurer Financial Strength (IFS)
rating of Conseco Life Insurance Company (Conseco Life) on Rating
Watch Positive.  The action follow's the announcement by CNO
Financial that the company signed a definitive agreement to sell
100% of the common stock of Conseco Life, a wholly owned
subsidiary, to Wilton Reassurance Company (Wilton Re).

KEY RATING DRIVERS

Fitch's rationale for the placement on Rating Watch Positive
reflects Wilton Re's ownership and capital plan.  Fitch would
expect to upgrade the IFS ratings of Conseco Life to no higher
than 'A'. Fitch rates Wilton Re's IFS at 'A'.

Fitch believes the inherent execution and integration risk
associated with this transaction is partially mitigated by Wilton
Re's successful track record of acquiring seasoned blocks of
business.  The transaction is expected to close mid-year2014,
subject to customary closing conditions and regulatory approvals.
Wilton Re will acquire Conseco Life's $2.7 billion of in-force
traditional and interest sensitive life reserves and approximately
$0.7 billion of annuity reserves and deposits.  Conseco Life's
NAIC RBC ratio (company action level) increased to 249% at year-
end 2013 from 129% at year-end 2012 due primarily to operating
earnings.  As part of the agreement, Bankers Life & Casualty
Company (Bankers Life) will pay approximately $28 million to
Wilton Re to recapture $160 million traditional life reserves
previously reinsured to Wilton Re.

Fitch expects CNO's Financial's financial leverage, combined
insurance operating company capitalization and profitability
metrics to remain within rating expectations as a result of this
transaction.

Fitch favorably views this transaction as reducing CNO Financial's
risk profile and increasing focus on core business lines and
strategies.  The sale of the Conseco Life in combination with CNO
Financials' recently announced reinsurance of $550 million of LTC
reserves marks significant progress in the company's plan to exit
from legacy runoff business and reserves.  As a result of these
transactions, the company will free up capital that previously
supported reserves and provides financial flexibility that the
company can use to support additional business writings,
investment and acquisition opportunities or capital management
alternatives.

RATING SENSITIVIES:

Fitch would upgrade the IFS rating following the close of the
transaction with the final rating based upon its evaluation of
Conseco Life's capitalization, strategic importance to Wilton Re
and degree of support.

Fitch could affirm the current 'BB+' IFS rating or reevaluate if
the transaction fails to close.

Fitch places the following rating on Rating Watch Positive:

Conseco Life Insurance Company

   -- Insurer Financial Strength at 'BB+'.


CPME L.L.C.: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: CPME, L.L.C.
                1116 Montana Ave.
                El Paso, TX 79902

Case Number: 14-30393

Involuntary Chapter 11 Petition Date: March 4, 2014

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Hon. Christopher H. Mott

Petitioners' Counsel: Wiley France James, III, Esq.
                      JAMES & HAUGLAND, P.C.
                      609 Montana Ave.
                      El Paso, TX 79902
                      Tel: (915) 532-3911
                      Fax: (915) 541-6440
                      Email: wjames@jghpc.com

Debtor's petitioners:

  Petitioners                  Nature of Claim  Claim Amount
  -----------                  ---------------  ------------
  Capital Active Funding, Inc.                    $77,602
  6044 Gateway East
  Suite 544
  El Paso, TX 79905

  Supreme Glass Company                            $2,919
  11506 Rebel Ct.
  El Paso, TX 79936

  El Paso Truss, Inc                              $13,385
  9931 Railroad Drive
  El Paso, TX 79924-5006
  (915)751-0025

  Roof Toppers, Inc.                              $91,768
  12200 Caracol Dr.
  El Paso, TX 79936

  Drywall Supply                                   $9,962
  a/k/a DWS Building Supply
  6050 Luckett Ct.
  El Paso, TX 79932


CUE & LOPEZ: Files Schedules of Assets and Liabilities
------------------------------------------------------
Cue & Lopez Construction, Inc., filed with the Bankruptcy Court
for the Northern District of Puerto Rico its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,620,000
  B. Personal Property            $9,714,151
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,297,328
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $775,248
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,447,512
                                 -----------      -----------
        TOTAL                    $13,334,151      $17,520,089

                 About Cue & Lopez Construction, Inc.

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

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

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


DAVIS HEALTH: Moody's Lowers Bond Rating to 'Caa3', Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service has downgraded Davis Health System's
(DHS) bond rating to Caa3 from B2, affecting $12.6 million of
Series 1998 fixed rate revenue bonds issued by Randolph County
Commission and Series 1999 fixed rate revenue bonds issued by the
City of Philippi, WV. The rating downgrade is based on very weak
unrestricted liquidity, larger than expected operating losses in
FY 2013, and debt acceleration risk related to a covenant
violation. The rating outlook remains negative.

Summary Rating Rationale

The rating downgrade to Caa3 reflects the severity of DHS'
financial challenges with high leverage relative to a very weak
liquidity position, a significant variance from expected operating
performance in FY 2013, persistently weak margins and thin
operating cash flow available for debt service payments, raising
the risk of payment default over the near term. Risks are tempered
by a fully funded debt service reserve fund. DHS' operating losses
accelerated in the second half of FY 2013 and cash notably
declined since our last review in July 2013. The heightened credit
risk is compounded by debt acceleration risk for violating the
debt-to-capitalization covenant under a bank agreement and
maintaining very thin headroom to the debt service coverage and
days cash on hand covenant.

The Caa3 rating reflects our expectation that DHS' financial
performance will remain challenged and it is exacerbated by the
hospital's small size, thin liquidity, and virtually no financial
flexibility to meet unexpected challenges. Moody's expect
pressures on future revenues to continue due to declining
inpatient admissions and anticipated reductions in government
revenues. DHS has a very challenging payer mix with 71% government
and self pay gross revenues, which is high compared to peer rated
hospitals. The hospital also has market related risks including
patient outmigration to larger hospitals located in the broader
region and poor service area demographics.

The maintenance of the negative rating outlook reflects a very
weak liquidity position, a high risk of cash burn based on weak
operating performance, debt acceleration risk related to covenant
violation and possible future violations, which increases the
likelihood of a payment default or bankruptcy filing over the
near-term. A lower rating may be warranted based on the estimated
recovery of the value of the bonds at the time.

Challenges

-- DHS has a very weak liquidity position ($8.3 million)
    relative to total direct debt outstanding ($31.5 million).
    Debt acceleration risk is high following the breach of debt
    to capitalization ratio as of December 31, 2013 and
    maintaining very thin headroom to the days cash on hand and
    debt service coverage ratio covenant. As of December 31,
    2013, days cash on hand measured a low of 28 days, cash-to-
    direct debt was 26%, and cash-to-comprehensive debt was 23%.

-- The operating losses grew in the second half of the of FY
    2013 and full year losses (based on unaudited FY 2013
    financial statements) were a higher $4.3 million (-3.9%
    operating margin and 2.9% operating cash flow margin)
    compared to $3.0 million (-2.8% operating margin and 3.7%
    operating cash flow margin) in FY 2012.

-- Inpatient admissions declined by a material 13.1%, combined
    inpatient admissions and observation stays were down by 6.6%,
    and total surgeries were down by 8.7% in FY 2013.

-- The payer mix is very challenging with government payers
    (Medicare (46.7%) and Medicaid (15.2%)), representing 62% of
    gross revenues in FY 2013 and, when combined with Self Pay
    (8.6%), a high 71% of gross revenues. The high exposure to
    government revenues makes the hospital susceptible to any
    future federal and state reimbursement and supplemental
    funding cuts and constrains the ability of the hospital to
    significantly improve profitability.

-- DHS is a small hospital ($110 million revenue base in FY
    2013), which limits its financial flexibility to meet
    unexpected challenges and makes it more vulnerable to
    physician and staff turnover and outmigration for tertiary
    services to larger competitiors in the broader region. West
    Virginia United Health System (A2 stable), operates hospitals
    about 60-70 miles northwest of DHS in the city of Bridgeport
    and Morgantown.

-- The service area demographics are poor with a small
    population with no growth, low per capita income and a heavy
    reliance on volatile energy industries including a struggling
    and slow recovering coal mining industry.

Strengths

-- Debt service reserve fund remains fully funded at $2.3
    million.

-- DHS has no new major capital plans nor new debt plans at this
    time. The system expects to complete in May 2014 its largest
    construction project - a new medical office building on its
    campus.

-- DHS terminated its defined benefit pension plan on December
    31, 2012.

Outlook

The maintenance of the negative rating outlook reflects a very
weak liquidity position, a high risk of cash burn based on weak
operating performance, debt acceleration risk related to covenant
violation and possible future violations, which increases the
likelihood of a payment default or bankruptcy filing over the
near-term. A lower rating may be warranted based on the estimated
recovery of the value of the bonds at the time.

What Could Make The Rating Go UP

An upgrade is highly unlikely in the short-term. A longer-term
upgrade and/or stable outlook would be contingent on a significant
and sustained improvement in financial performance, material
growth in liquidity, greater cushion under all required financial
covenants under bond and bank agreements, and stabilization of
volumes and improvement in market position to demonstrate long-
term viability.

What Could Make The Rating Go DOWN

A debt restructuring, debt acceleration, payment default or
bankruptcy filing are triggers for a further downgrade.

Rating Methodology

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


DDR CORP: S&P Revises Outlook to Positive & Affirms 'BB+' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook to positive from stable on DDR Corp.  S&P also affirmed
its 'BB+' corporate credit rating on the company and its 'BBB-'
rating on its senior unsecured debt.

The positive outlook signifies S&P's expectation for continued
improvement in DDR's operating performance and that the company
will deliver on its plan to strengthen leverage and coverage
measures over the next 12 months.  S&P expects that stable demand
and tight supply for retail space will drive growth, pushing
fixed-charge coverage to approach 2.2x by year-end 2014 and
adjusted debt to EBITDA (including preferred shares) to gradually
decline over the next two years toward 8x.

"We would consider raising our corporate credit rating if DDR's
credit measures became more aligned with those of investment-grade
peers such that fixed-charge coverage were sustained above 2.2x,
debt-to-undepreciated capital fell below 50%, and debt to EBITDA
(including preferred shares) continued on a trajectory toward the
mid-7x area," said Standard & Poor's credit analyst Matthew Lynam.
"An upgrade would also require the company to continue to
adequately cover the common dividend."

As per S&P's criteria, it would not raise its debt issue-level
ratings (including senior unsecured rating) after raising the
corporate credit rating one-notch because S&P do not perform a
recovery analysis or notch up unsecured issue-level ratings of
investment-grade companies.

S&P would consider revising the outlook back to stable if it
believed the company's debt-reducing efforts had stagnated or
liquidity had materially weakened.


DELTA AIRLINES: Fitch Raises Issuer Default Ratting to 'BB-'
------------------------------------------------------------
Fitch Ratings has upgraded Delta Air Line's IDR to 'BB-'. Fitch
has also upgraded Delta's Seattle project bonds to 'BB-' from 'B+'
and assigned ratings of 'BB+' to Delta's 2012 secured credit
facility.  The Rating Outlook is Positive.

The ratings upgrade reflects significant improvements to Delta's
balance sheet, continued solid operating performance, and
successful efforts to combat operating cost inflation.  Delta's
ability to consistently generate positive FCF even in a high fuel
price environment is a key consideration in upgrading the ratings.
Delta also benefits from good labor relations including a largely
non-unionized workforce, and from a sizeable NOL balance which
should allow the company to pay minimal cash taxes for the
foreseeable future.

The ratings are supported by underlying improvements in the
airline industry including consolidation among the legacy carriers
and capacity constraint, which have led to an improved risk
profile and better profitability for the industry as a whole.

The Positive Outlook reflects Fitch's view that Delta's credit
profile will continue to improve over the intermediate term. Delta
continues to emphasize debt reduction, free cash flow, and return
on invested capital as key priorities.  Barring an unexpected
economic downturn, Fitch expects that credit metrics could trend
towards levels that put the company in line with 'BB' category
credits.

Rating concerns are primarily reflective of risks inherent in the
airline industry.  Cyclicality, exposure to exogenous shocks (i.e.
war, terrorism, etc.), a high fixed cost base, and sensitivity to
global oil prices remain constraining factors on the ratings.  The
industry is also highly competitive despite consolidation among
the major airlines.  Competition could become tougher in the
future as United and American fully benefit from their recent
mergers, and as low cost carriers such as JetBlue and Spirit
continue to grow.

The ratings also reflect the industry's high degree of operating
leverage. Fitch notes that credit metrics may deteriorate quickly
in a stress scenario due to a high fixed cost base, and the
sensitivity of air travel demand to an economic downturn.

Delta's large pension deficit remains a credit concern, though
positive asset returns and incremental pension funding have helped
to mitigate the risk over the past year. Delta's unfunded pension
balance stands at $10.1 billion at year end 2013, down from
$13.3 billion a year prior.

Improving Credit Metrics: Credit metrics at Delta have improved
markedly in recent years and Fitch expects further progress going
forward.  Fitch calculates Delta's adjusted debt/EBITDAR at 3.2x
as of year-end 2013, which is down from over 9x at year end 2009.
Adjusted leverage is now notably lower than the majority of the
company's North American peers.

Fitch believes that Delta's improved credit profile puts it in a
much stronger position to weather future market downturns.  Delta
intends to further reduce debt in the near-term, setting a net
adjusted debt target of $7 billion to be reached by year end 2015,
after having reached its previous net debt target of $10 billion
in the third quarter of 2013.  Fitch views this goal as achievable
given the company's capacity to produce free cash flow, and track
record of bringing down debt since the previous recession.

Healthy Operating Results: Operating margins also continue to
expand, reflecting consistent RASM growth and managed cost
pressures.  Delta has led the industry in PRASM growth since fully
completing its integration of Northwest with results driven by its
competitive route network and an improving share of corporate
travel.

Fitch believes that operating margins have room for further
expansion in coming years as Delta works to revamp its regional
jet fleet and its operations in New York continue to mature.
Fitch also expects continued modest macroeconomic growth in 2014,
positive trends in travel demand, and capacity discipline across
the industry, which will foster a healthy operating environment.
Business travel trends are particularly robust, which is important
given Delta's increased focus on growing its share of lucrative
corporate travelers.

Margin expansion is also driven by Delta's successful efforts to
control cost inflation.  Cost per available seat mile (CASM) ex-
fuel was up by a modest 2% in 2013 despite a 6% increase in
salaries and related costs.  Lower maintenance has acted as the
primary offset as Delta has been able to avoid heavy maintenance
checks on the small regional jets (RJ's) that it intends to retire
in coming years.  Delta also has the advantage of maintaining an
in-house maintenance operation with a non-unionized work force
that allows the company to keep costs down despite operating an
older fleet of aircraft.

Going forward, maintenance costs are unlikely to decline as they
did in 2013.  However, wage/salary growth should be more modest
following the large increases in pilot wages experienced in 2012
and 2013, making Delta's goal of keeping ex-fuel unit cost
inflation below 2%/year achievable.

FCF and Financial Flexibility: Fitch expects FCF at Delta to
remain strong in the coming years driven by improved margins and
lower interest charges, with fuel prices remaining a possible wild
card.  Delta has now produced positive FCF in each of the past
five years.  The capacity to consistently produce positive FCF,
particularly in a sustained high fuel price environment, is a key
consideration in the decision to upgrade the ratings to the 'BB'
category.  Fitch forecasts 2014 FCF to be in the range of $1.5 -
$2.0 billion.

Large but Manageable Cash Obligations: Delta expects capital
expenditures to total $2.3 billion in 2014 compared to nearly
$2.6 in 2013.  Thereafter, spending is expected to be in the
$2.0-$2.5 billion range, the majority of which will consist of new
aircraft deliveries as Delta takes 737-900ERs, A330-300s starting
in 2015 and A321s starting in 2016.

Debt maturities range from $1.0 to $1.4 billion annually over the
next three years.  Although cash obligations are sizeable, Fitch
expects Delta to have sufficient cash from operations, cash on
hand, and access to capital markets to cover upcoming obligations.
Fitch also expects Delta to manage its dividend and share
repurchase programs prudently, though shareholder friendly
activities could present a credit concern in the future if they
were pursued at the expense of a healthy balance sheet.  Delta
paid out $100 million in dividends in 2013 after initiating its
dividend in May of 2013.  At the current rate dividend payments
will total roughly $200 million in 2014, though the announcement
of a moderate dividend increase in the first half of the year
would not be unexpected.

Delta completed $250 million of share repurchases in 2013 and
expects to buy back another $250 million by June of this year,
which will fulfill Delta's original buyback capacity nearly 2
years ahead of schedule.  Although the time frame for the initial
round of share repurchases was accelerated ahead of Fitch's
original expectations the program has not impacted Delta's credit
profile.

Delta Air Lines Pass Through Certificates 2007-1: In its review of
Delta's ratings, Fitch has also affirmed the ratings for the
company's 2007-1 series class A certificates at 'BBB+'.  Fitch's
senior tranche EETC ratings are primarily based on a top down
analysis of the collateral, and were not affected by the upgrade
to Delta's IDR.

RATING SENSITIVITIES

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

   -- Continued debt reduction with adjusted debt/EBITDAR being
      sustained below 3x and FFO adjusted leverage below 3.25x.

   -- Sustained free cash flow margins of 4 - 5% of revenue.

   -- Generating consistent operating margins at or above current
      levels.

A negative rating action is not anticipated at this time.
However future actions that may individually or collectively lead
to a negative rating action include:

   -- Adjusted Leverage sustained above 4x (FFO adjusted leverage
      above 4.5x).  Fitch notes that a temporary spike above 4x in
      the case of a recession would not necessarily trigger a
      negative action.

   -- Increased operating costs that are not adequately matched by
      higher ticket prices, causing EBITDA margins to fall and
      remain below 10%.

   -- A substantial increase in dividends or stock repurchases
      that comes at the expense of a healthy balance sheet.  An
      unexpected and protracted drop in the demand for air travel.

Fitch has taken the following rating actions:

Delta Air Lines, Inc

   -- IDR upgraded to 'BB-' from 'B+';

   -- $1.2 billion senior secured revolving credit facility due
      2016 affirmed at 'BB+';

   -- $1.4 billion senior secured term loan due 2017 affirmed at
     'BB+'.

Delta Air Lines 2007-1 Pass Through Trust:

   -- DAL 2007-1 class A certificates affirmed at 'BBB+'.

Industrial Development Corporation (IDC) of the Port of Seattle
special facilities revenue refunding bonds, series 2012 (Delta Air
Lines, Inc. Project):

   -- $66 million due April 1, 2030 upgraded to 'BB-' from 'B+ '.

Fitch has assigned the following ratings:

   -- $450 million senior secured revolving credit facility due
      2017 'BB+';

   -- $1.1 billion senior secured term loan B-1 due 2018 'BB+';

   -- $400 million senior secured term loan B-2 due 2016 'BB+'.


DETROIT, MI: Reaches Swaps Settlement with UBS & Merrill Lynch
--------------------------------------------------------------
Kevyn Orr, the Emergency Manager for the City of Detroit, on
March 3 disclosed that the City, UBS AG and Merrill Lynch Capital
Services, Inc. have entered into a settlement under which they
have resolved all claims related to pension 'swaps' arrangements
among the City, UBS and MLCS.  Detroit has filed a motion to
approve the settlement (including a term sheet describing the
settlement terms) with the United States Bankruptcy Court for the
Eastern District of Michigan, which must still approve the
settlement.  A definitive agreement reflecting the settlement will
be filed in the coming days.

In the settlement UBS and MLCS also will agree to vote their class
of claims in support of the Plan of Adjustment proposed by the
City.  This is the first creditor class to publicly support the
City's plan since it was filed last month.

"We are pleased to have resolved this matter with UBS and Merrill
Lynch," said Mr. Orr.  "We appreciate the banks' willingness to
work with us to reach a solution that we think balances our goal
to provide realistic recoveries to creditors while freeing up
critical funds that we can invest to improve the quality of life
in Detroit.  We look forward to Judge Steven Rhodes's decision on
our proposed settlement, and we hope the 'swaps' resolution serves
as a model for compromise on other matters related to Detroit's
finances.  The vitality of Detroit and the surrounding region
demands good faith negotiation and compromise grounded in reality
from all sides, and we remain focused on ensuring a strong future
for Detroit."

The settlement represents a significant discount from the $286
million termination payment that the City would otherwise owe in
connection with the 'swaps.'  With today's proposed settlement
amount of $85 million, Mr. Orr and his team have saved Detroit
taxpayers approximately $201 million.  In addition to these
savings, the definitive agreement provides for UBS and MLCS, upon
payment of the settlement amount, to release their claims on
casino tax and development revenue that the City had pledged as
collateral for the 'swaps' arrangement.

The City retains its right to continue to pursue its litigation --
announced on January 31, 2014 -- against the Service Corporations
to invalidate the Certificates of Participation ("COPs"), but it
has also agreed to release UBS and MLCS from any claims related to
those COPs and 'swaps' transactions.

During the term of the definitive agreement, which is retroactive
to January 1, 2014, Detroit will pay down the $85 million by
continuing to make its regular quarterly payments under the
collateral agreement to UBS and MLCS.  Any remaining amount will
be paid upon consummation of a plan of adjustment or upon securing
financing thereafter.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

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


DETROIT, MI: Plan of Adjustment Doesn't Impair DDA Bondholders
--------------------------------------------------------------
The Detroit Emergency Manager's (EM) Plan of Adjustment (POA)
reinforces Fitch's perspective that Downtown Development Authority
(DDA) bondholders are adequately insulated from Detroit's
bankruptcy filing.  Consistent with the EM's proposal to
creditors, the POA does not include DDA debt, and respects the
definition of special revenues under Chapter 9 of the U.S.
Bankruptcy Code.

As the DDA is a separate legal entity, Fitch's debt ratings
(senior 'BB+'/subordinate 'BB') assume no direct connection
between the city and the DDA as it relates to a default or
bankruptcy by the city.

The POA lists the DDA as a creditor, but DDA bondholders are not
listed as creditors.  Thus, Fitch expects the DDA will take a
haircut (proposed 80%) but DDA bondholders will not be impaired.
DDA management prudently reserved against the full value of the
loan $33.6 million loan to the city.


DEWEY & LEBOEUF: Ex-Partners May Unite On Clawback Discovery
------------------------------------------------------------
Law360 reported that former Dewey & LeBoeuf LLP partners who have
been hit with clawback litigation in recent months may team up to
coordinate their discovery efforts connected to common issues
among the individual complaints, most notably the question of when
the firm became insolvent, attorneys said.

According to the report, the liquidating trust has sued 23 former
partners who did not sign onto the wide-reaching settlement that
the majority of the now-defunct firm's former partners joined that
protected them from clawback litigation.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


E-Z CREDIT AUTO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: E-Z Credit Auto Sales, Inc.
        2679 N. Thompson Street
        Springdale, AR 72764

Case No.: 14-70651

Chapter 11 Petition Date: March 4, 2014

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Hon. Ben T Barry

Debtor's Counsel: Robin J. Pace, Esq.
                  J. ROBIN PACE, PA
                  2106 S. Walton, Ste. D
                  Bentonville, AR 72712
                  Tel: (479) 273-7020
                  Fax: (479) 273-7074
                  Email: robinpace@cox-internet.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kendall Wright, president.

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


EASTERN HILLS: Ch.11 Trustee Gets Court's OK to Hire Realtor
------------------------------------------------------------
The Hon. Stacey G. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Robert Yaquinto, Jr., the
Chapter 11 trustee of Eastern Hills Country Club, to employ
Candace Rubin Real Estate as realtor to list real property and
improvements for sale.

As reported in the Troubled Company Reporter on Feb. 17, 2014,
the Debtor owns a golf course facility and a building and
approximately 180 acres of land with improvements, located at 3000
S. Country Club Dr., Garland, Texas 7.

The Chapter 11 Trustee has proposed alternative forms of
compensation for Candace Rubin.  If the real property and
improvements are sold pursuant to the terms of the Listing
Agreement, the Trustee proposes to pay Candace Rubin compensation
of 6% of the sale price.  Alternatively, should a plan be
confirmed which does not include the sale of the real property and
improvements, the Trustee proposes to pay Candace Rubin a
reasonable fee for services rendered based on a reasonable hourly
rate as approved by the bankruptcy court.

Candace Rubin, realtor and broker, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Candace Rubin can be reached at:

       Candace Rubin
       CANDACE RUBIN REAL ESTATE
       25 Highland Park Village, Ste. 100-312
       Dallas, TX 75205
       Tel: (214) 522-8811
       Fax: (214) 522-9695

                      About Eastern Hills

Eastern Hills Country Club filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013.
The Debtor estimated at least $10 million in assets and less than
$1 million in liabilities.  The petition was signed by David
Harvey as president.  Judge Stacey G. Jernigan presides over the
case.  Richard W. Ward, Esq., serves as the Debtor's counsel.

According to Web site, http://www.easternhillscc.com,the Eastern
Hills Country Club in Garland Texas, was established in 1954 and
boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq.
foot putting green, practice facility, and driving range.  The
golf course has been home of the Texas Womens Open since 2011.

The Department of the Treasury, Internal Revenue Service, the
State of Texas and VGM Financial Services, 1111 W. San Marnan,
Waterloo, IA 50701 assert interest on inventory, accounts
receivable and proceeds.

Robert Yaquinto, Jr., has been named the Chapter 11 trustee of
Eastern Hills Country Club.


EDGENET INC: Tuesday Hearing to Approve JMP Securities as Banker
----------------------------------------------------------------
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 JMP Securities LLC as
investment banker.

JMP will assist the Debtors in structuring and conducting a sale
of the Debtors' assets.  JMP may perform some or all of these
services:

   a) provide advice on the Debtors' positioning;
   b) perform valuation analyses on the Debtors;
   c) review the Debtors' financials and provide comparisons to
      other comparable companies;
   d) provide a confidential information memorandum or management
      presentation; and
   e) conduct an auction sale process.

According to the Debtors, no compensation has been or will be paid
postpetition to JMP except upon proper application to and approval
by the Court, except for the reimbursements to JMP of its out of
pocket expenses.

Kent Ledbetter, director of Investment Banking of JMP, told the
Court that JMP will charge the Debtors pursuant to a success fee
sliding scale for any transaction that occurs as a result of its
services.  Prior to the Petition Date, JMP has received certain
retainers.

Mr. Ledbetter assured the Court that JMP 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 will 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.


EDISON MISSION: To End Bankruptcy Free of Liability
---------------------------------------------------
Tiffany Kary and Tina Davis, writing for Bloomberg News, reported
that Edison Mission Energy will emerge from bankruptcy liability-
free under a settlement that gives its parent, Edison
International, a net benefit of $200 million, Chief Executive
Officer Ted Craver of Edison International said.

The settlement "reduces risk and allows investors to focus more on
the core Edison International investment thesis," the Bloomberg
report cited Craver as saying on a conference call. The
settlement, which needs bankruptcy court approval, was announced
on Feb. 19 in a filing with the U.S. Securities and Exchange
Commission.

The settlement has the support of the "majority of unsecured debt
holders on all items related to the Edison Mission bankruptcy,"
Craver said on the call, the report related.

All of Edison Mission Energy's assets that aren't discharged in
the bankruptcy or transferred to NRG Energy Inc. will become part
of a newly formed entity to make distributions to existing
creditors, according to the filing, the report further related.
Edison Mission will be a wholly owned subsidiary of Edison
International.

Excluded from those assets are income tax attributes and certain
pension liabilities, which will be retained by Edison
International, as well as Edison Mission's stake in the Capistrano
wind project, the report noted.  Edison Mission's unused tax
attributes are around $1.2 billion, Craver said on the call.

                      About Edison Mission

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

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

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

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

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

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

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

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

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

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


EFUSION SERVICES: Creditors Have Until March 28 to File Claims
--------------------------------------------------------------
The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado set March 28, 2014, as deadline for creditors
of eFusion Services LLC to file proofs of claim.

The Debtor said the claims bar date is reasonable and will allow
all creditors and parties in interest with claims to file a proof
of claim if required.  Further, there are relatively few creditors
in this case and the nature and amounts of any claims are
relatively well-known and appropriately scheduled, the Debtor
noted.

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.


EFUSION SERVICES: US Trustee Unable to Form Creditor's Committee
----------------------------------------------------------------
Richard A. Weiland, the U.S. Trustee for Region 19, has informed
the U.S. Bankruptcy Court for the District of Colorado that he was
not able to form an Official Committee of Unsecured Creditors in
the bankruptcy case of eFusion Services LLC because there were too
few unsecured creditors who are willing to serve on the Committee.

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.


EJ RICHMOND: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: E J Richmond LLC
        P O Box 27233
        Houston, TX 77277

Case No.: 14-31318

Chapter 11 Petition Date: March 4, 2014

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

Judge: Hon. Letitia Z. Paul

Debtor's Counsel: Thomas Baker Greene, III, Esq.
                  LAW OFFICE OF THOMAS B. GREENE III
                  2311 Steel St.
                  Houston, TX 77098
                  Tel: 713-882-2312
                  Email: tbgreeneiii@msn.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Willis J. Pumphrey, Jr., manager.

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


EVENT RENTALS: Has 7-Member Creditors Committee
-----------------------------------------------
The Committee members are:

     1. Herb Stone
        2655 Napa Valley Corp. Dr.
        Napa, CA 94558
        Tel: 415-559-3133
        Fax: 707-257-3386

     2. Signature Systems Group, LLC
        Attn: Wen-Kang Chang
        50 East 42nd St., 14th Floor
        New York, NY 10017
        Tel: 212-953-1116
        Fax: 212-953-9050

     3. Stan White
        2931 Belgrave Dr.
        Germantown, TN 38138
        Tel: 901-331-0564

     4. Jomar Table Linens, Inc.
        Attn: Joel Nevins
        4000 E. Airport Dr., #A
        Ontario, CA 91761
        Tel: 909-390-1444
        Fax: 909-390-1171

     5. Ryder Truck Rental, Inc.
        Attn: Kevin Sauntry
        6000 Windward Pkwy.
        Alpharetta, GA 30005
        Tel: 770-569-6511
        Fax: 770-569-6712

     6. Designer 8 Event Furniture Rental, Inc.
        Attn: Samantha Sackler
        8575 Higuera St.
        Culver City, CA 90232
        Tel: 310-873-3118
        Fax: 310-873-0333

     7. Aztec Tent
        Attn: Chuck Miller
        2665 Columbia St.
        Torrance, CA 90503
        Tel: 310-347-3010
        Fax: 310-381-0722

                         About Event Rentals

Event Rentals Inc., the largest event-rental provider in the U.S.,
filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case
No. 14-bk-10282) on Feb. 13, 2014.

Event Rentals, which sought bankruptcy protection with affiliates,
including Classic Midwest, Inc., has 39 locations across 22
markets.  The company has the largest offering of event equipment,
value-added event services, and temporary structure assets, and
provide services for over 145,000 events for approximately 55,000
customers annually.  The company taps 2,500 employees throughout
the year and has total annual revenues of $235 million.

Assets were listed for $148 million, with debt of $246 million.
The Debtors owe $175 million in outstanding principal under a
senior secured credit agreement; $36 million in outstanding
principal under certain unsecured and subordinated liquidity
notes; $5.5 million in outstanding principal under certain
unsecured and subordinated seller financing relating to business
acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6
million.

The Debtors have tapped Fox Rothschild LLP as local counsel; White
& Case LLP as bankruptcy counsel; Jefferies LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and
noticing agent.

The Debtors sought bankruptcy protection as they seek a new owner
to take over the business.

Existing lenders led by Ableco Finance LLC, as administrative
agent, have agreed to finance the bankruptcy with a DIP financing
facility of up to $20 million.  The DIP facility requires the
Debtors to:

     -- hold an auction, if necessary, on or prior to 67 calendar
        days after the Petition Date at 10:00 a.m.;

     -- obtain approval of the sale to the winning bidder on or
        prior to 75 calendar days after the Petition Date; and

     -- close a deal with the winning bidder within 105 calendar
        days after the Petition Date.


EVENT RENTALS: Files Amended List of Largest Unsecured Creditors
----------------------------------------------------------------
Event Rentals Inc. on Feb. 20 submitted to the Bankruptcy Court a
list that identifies its 20 largest unsecured creditors.

Creditors with the three largest claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
DON                       Seller Note           $2,500,000
PARKER/BDA
TERRA FIRM

MR AND MRS                Seller Note           $1,575,000
HERB STONE

AMERICAN TURF             Trade Debt            $1,116,855
& CARPET

A copy of the creditors' list is available for free at:

   http://bankrupt.com/misc/EVENTRENTALS_71_creditorslist.pdf

                         About Event Rentals

Event Rentals Inc., the largest event-rental provider in the U.S.,
filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case
No. 14-bk-10282) on Feb. 13, 2014.

Event Rentals, which sought bankruptcy protection with affiliates,
including Classic Midwest, Inc., has 39 locations across 22
markets.  The company has the largest offering of event equipment,
value-added event services, and temporary structure assets, and
provide services for over 145,000 events for approximately 55,000
customers annually.  The company taps 2,500 employees throughout
the year and has total annual revenues of $235 million.

Assets were listed for $148 million, with debt of $246 million.
The Debtors owe $175 million in outstanding principal under a
senior secured credit agreement; $36 million in outstanding
principal under certain unsecured and subordinated liquidity
notes; $5.5 million in outstanding principal under certain
unsecured and subordinated seller financing relating to business
acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6
million.

The Debtors have tapped Fox Rothschild LLP as local counsel; White
& Case LLP as bankruptcy counsel; Jefferies LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and
noticing agent.

The Debtors sought bankruptcy protection as they seek a new owner
to take over the business.

Existing lenders led by Ableco Finance LLC, as administrative
agent, have agreed to finance the bankruptcy with a DIP financing
facility of up to $20 million.  The DIP facility requires the
Debtors to:

     -- hold an auction, if necessary, on or prior to 67 calendar
        days after the Petition Date at 10:00 a.m.;

     -- obtain approval of the sale to the winning bidder on or
        prior to 75 calendar days after the Petition Date; and

     -- close a deal with the winning bidder within 105 calendar
        days after the Petition Date.


FIRST INDUSTRIAL: Moody's Raises Senior Unsecured Rating to Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured rating for
First Industrial, L.P. to Ba1 from Ba2 and raised the preferred
stock rating for First Industrial Realty Trust to Ba2 from B1.
Moody's further maintained its positive rating outlook for First
Industrial.

The following ratings were upgraded with a positive outlook:

First Industrial Realty Trust, Inc. -- preferred stock at Ba2

First Industrial L.P. -- senior unsecured debt at Ba1

Ratings Rationale

The rating action reflects the continued progress First Industrial
has made in strengthening its balance sheet. It also reflects the
REIT's healthy operating performance as evidenced by decent
occupancy gains across its portfolio and improved fixed charge
coverage. The positive outlook reflects Moody's expectation that
the REIT will continue to benefit from strong industrial
fundamentals, driven by relatively low levels of new supply and
solid levels of net absorption.

First Industrial's effective leverage (debt plus preferred as a
percentage of gross assets) was 41% as of YE13, down from 47% at
YE12, reflecting the REIT's commitment to deleveraging its balance
sheet. The company's debt maturities are also well-laddered,
considering its $625 million unsecured line of credit which
remains largely undrawn and the recent closing of a new $200
million unsecured term loan. Additionally, fixed charge coverage
remained adequate at 2.3x for YE13.

An upgrade would be predicated upon First Industrial maintaining
portfolio occupancy at 92%, maintenance of fixed charge coverage
of at least 2.5x, net debt/EBITDA at 6.5x, and its secured debt
levels closer to 15%. We would also expect the REIT to have ample
liquidity at all times and do not anticipate material growth in
either the development pipeline or the joint venture platform.

A return to a stable outlook will result from any leasing or
operational challenges that would result in fixed charge coverage
falling below 2.3x, secured debt above 20%, and or occupancy
levels falling below current levels. Any liquidity challenges
would also result in negative pressure.

First Industrial Realty Trust, Inc. (NYSE: FR) is a REIT which
owns, manages and has under development approximately 66.3 million
square feet of industrial space including bulk and regional
distribution centers, light industrial, and other industrial
facility types.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.


FREE LANCE-STAR: Final Hearing on Cash Use Scheduled for April 30
-----------------------------------------------------------------
The Bankruptcy Court, according to Lance-Star Publishing Co. of
Fredericksburg, Va., et al.'s case docket, issued an interim
agreed order authorizing the Debtors' use of cash collateral.

The Court will convene a final hearing on the matter on April 30,
2014, at 2:00 p.m.

As reported in the Troubled Company Reporter on Feb. 10, 2014, the
Debtors seek to use cash collateral to provide working capital.
The Debtors said DSP is entitled to adequate protection of its
interests in the cash collateral in an amount equal to the
aggregate diminution in value of DSP's cash collateral.  As
adequate protection, DSP is granted (a) valid, perfected and
enforceable continuing replacement security interests and liens;
and (b) a payment of the first day of each month in the amount of
$70,000.

               About The Free Lance-Star Publishing

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

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

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

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

Judge A. Robbins, U.S. Trustee for Region 4, appointed three
members to the official committee of unsecured creditors.


GREEN FIELD ENERGY: US Trustee Names Felsenthal as Examiner
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Roberta A. DeAngelis, United States Trustee for Region 3, to
appoint Steven A. Felsenthal, Esq., as examiner for the Chapter 11
bankruptcy case of Green Field Energy Services Inc. and its
debtor-affiliates.

Mr. Felsenthal can be reached at:

   Steven A. Felsenthal, Esq.
   STUTZMAN, BROMBERG, ESSERMAN & PLIFKA
   2323 Bryan Street, Suite 2200
   Dallas, TX 75201
   Tel: (214) 969-4900
   Email: felsenthal@sbep-law.com
   http://www.sbep-law.com/

                     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.

The U.S. Trustee for Region 3 appointed creditors to serve on the
official committee of unsecured creditors in the Chapter 11 cases.
Brown Rudnick LLP represents the Committee as its counsel, and
Womble Carlyle Sandridge & Rice, LLP, as its co-counsel.

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


GULFO HOLDING: Blasts PE Firm's Bid to Toss Ch. 11 Case
-------------------------------------------------------
Law360 reported that Gulfco Holding Corp. urged a Delaware
bankruptcy judge to reject a bid by private equity firm Prospect
Capital Corp. to toss its Chapter 11 case, claiming the firm
presents no valid grounds for dismissal as it tries to shift the
focus from its own actions.

Senior lender Prospect moved to dismiss the case on Feb. 6,
contending Gulfco filed for bankruptcy in bad faith because the
bankruptcy boils down to a two-party dispute that's been
improperly cloaked as a Chapter 11 case.  Prospect decried the
debtor's request for an investigation of the lender, arguing the
probe is just a fishing expedition for information to support
"baseless allegations."

In an objection before the Delaware bankruptcy court, Prospect
contends that Gulfco's request for an examination under Rule 2004
of the Federal Rules of Bankruptcy Procedure is just a way to
gather data for the adversary action it lodged in late January.
In the adversary action, Gulfco claimed that its Chapter 11 filing
stems from secured creditor Prospect's "scheme to steal" its
nondebtor operating affiliate Gulf Coast Machine & Supply Co.

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

                       About Gulfco Holding

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

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

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

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

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


HCA INC: Fitch Assigns 'BB+' Rating to Proposed $3BB Sr. Notes
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR1' rating to HCA's Inc.'s
proposed $3 billion senior secured first lien notes.  Proceeds of
the notes are expected to be used to refinance certain of the
company's outstanding senior secured first lien notes.  The Rating
Outlook is Positive.  The ratings apply to $28.4 billion of debt
outstanding at Dec. 31, 2013.

KEY RATING DRIVERS

   -- HCA has good headroom in credit metrics at the current 'B+'
      rating category with total debt-to-EBITDA of 4.3x and
      EBITDA-to-gross interest expense of 3.5x.

   -- HCA's financial flexibility has improved due to the
      extension of a 2016 debt maturity wall, the refinancing of
      high coupon secured debt at lower rates and a reduction in
      pricing on some bank term loans.

   -- Fitch forecasts solid discretionary free cash flow (FCF;
      cash from operations less capital expenditures and
      distributions to minority interests) of about $1.5 billion
      for HCA in 2014.

   -- While strong cash generation could support debt pay down,
      Fitch does not believe that there is compelling financial
      incentive for the company to apply cash to debt reduction.

   -- HCA's debt agreements do not significantly limit the
      company's ability to undertake leveraging transactions. A
      demonstrated commitment to maintaining debt below 4.5x
      EBITDA would support a positive rating action.

SOLID FINANCIAL FLEXIBILITY

HCA's balance sheet flexibility has recently improved due to the
extension of near-term debt maturities, the refinancing of
relatively high coupon secured notes, and a reduction in pricing
on a cumulative $5.1 billion in bank loans.  Near-term debt
maturities include $81 million of bank term loans and $621 million
of HCA Inc. unsecured notes maturing in 2014 and $81 million bank
term loans and $900 million unsecured notes maturing in 2015.
Fitch believes that HCA's operating outlook is amongst the best in
the for-profit hospital industry, affording the company good
market access to refinancing the upcoming maturities.

Internal sources of liquidity could also address upcoming debt
maturities. At Dec. 30, 2013, HCA's liquidity included $414
million of cash on hand, $2.0 billion of capacity on its bank
facility revolving loans and latest-12-month (LTM) discretionary
FCF of about $1.3 billion. HCA's LTM EBITDA-to-gross interest
expense was solid for the 'B+' rating category at 3.5x and the
company had about a 35% EBITDA cushion under its bank facility
financial maintenance covenant, which requires debt net of cash
maintained below 6.75x EBITDA.

Fitch's 2014 operating forecast for HCA projects the company
generating $4.0 billion in cash from operations (CFO) and about
$1.4 billion in discretionary FCF, assuming capital expenditures
of $2.2 billion and minority distributions of about $450 million.
This is an approximately $200 million increase versus the 2013
level, with the effects of topline growth, lower cash interest
expense and less use of cash for working capital offsetting
headwinds of higher capital expenditures and slightly lower
assumed profitability.

Fitch expects a lower level of profitability for most hospital
companies in 2014, with operating trends influenced by various
economic, policy and company specific headwinds.  With respect to
HCA, Fitch expects the company to maintain industry leading
margins, with slight contraction in the EBITDA margin primarily
due to headwinds to growth in Medicare and Medicaid reimbursement
and mix shift to less profitable patient volume.

EVOLVING CAPITAL DEPLOYMENT STRATEGY

The sponsors of a 2006 LBO directed HCA's financial strategy for
the last several years.  Following a series of public equity
offerings and share buybacks, the sponsors' ownership percentage
dropped below 30% and SEC regulations required the company to
appoint a majority of independent directors to the board during
2014. HCA has appointed four new independent members to the 13
member board, bringing the total number of independent directors
to seven.  In addition, the company's CEO retired at the end of
2013, retaining his role as chairman of the board.  The former CFO
assumed the CEO position.

Although Fitch does not expect a major departure in strategic
direction under an independent board or different CEO, there may
be some shifts in the company's capital deployment strategy.
Under the direction of the LBO sponsors, HCA managed its capital
structure in an aggressively shareholder-friendly manner, paying
out $7.4 billion in special dividends since 2010 that were largely
debt financed.  With the 2014 implementation of the coverage
expansion elements of the Affordable Care Act (ACA) encouraging
scale and consolidation in the hospital industry, Fitch thinks HCA
is now more likely to prioritize acquisitions and capital
investment as a use of cash as opposed to debt reduction or
payments to shareholders.  The company's recent acquisitions have
been small though; the last large transaction was in late 2011
when HCA acquired the 40% remaining ownership interest in the
Denver, CO HealthONE joint venture for $1.45 billion.

HCA could increase debt to fund further dividends to shareholders
or acquisitions.  The debt agreements do not significantly limit
the ability to issue additional debt.  The bank agreements include
a 3.75x first lien secured leverage ratio debt incurrence test and
a 6.75x net debt-to-EBITDA financial maintenance covenant.  A
recent amendment to the bank agreement loosened the limit on
restricted payments (RP), allowing unlimited RPs as long as total
debt at the HCA, Inc. level is less than or equal to 4.25x EBITDA.
A more restrictive RP covenant under certain of the first lien
notes indentures places a stricter limit on RP capacity, until
these notes are retired or the covenant is amended, the stricter
covenant supersedes the more lenient bank agreement terms.

OPERATING TRENDS CONSISTENT WITH BROADER INDUSTRY THEMES

The benefits of HCA's favorable business profile, with excellent
scale and decent geographic diversification, are evident in its
recent operating trends, although the company has not been
entirely resilient to headwinds to organic growth in the hospital
sector.  Facing a stiff comparison to strong growth in late 2012,
HCA's growth in organic patient volumes in Q4'13 was markedly
softer than in recent periods, with same hospital adjusted
admissions dropping 1.8%.  This weak volume metric still slightly
outperformed the peer group; same hospital adjusted admissions
across the Fitch-rated group of for-profit hospital providers
dropped 2.1% on average in Q4'13.

The recent softness in HCA's same-hospital volumes would be more
concerning if it were accompanied by weaker growth in pricing, but
this metric showed sustained growth in Q4'13, with net revenue per
adjusted admission up 4.3%.  Weak trends in patient mix continue
to be a headwind to pricing for HCA, as more profitable commercial
and Medicare patient volumes posted greater declines than Medicaid
patient volumes.

However, stronger acuity (i.e. sicker or more medically complex
patients), highlighted by growth in surgical volumes in recent
quarters, has supported higher pricing.  The trend toward a higher
acuity case mix has been evident across the hospital industry.
This is partly due to systematic issues, including weak seasonal
flu activity, which should reverse in future periods.  However,
actions by patients and payors to limit relatively expensive
hospital care in less acute situations, as well as the hospital
industry's investment in higher acuity specialty service lines,
will support this trend.

Fitch projects a positive benefit to the hospital industry's
revenue and cash flow generation from the implementation of the
ACA in 2014 - 2015.  The benefits to the industry are the result
of the coverage expansion elements of the legislation, including
the individual mandate to purchase health insurance and expansion
of Medicaid eligibility.  An increase in the number of individuals
with health insurance will lead to a drop in uncompensated care
and associated bad debt expense for hospital providers.  However,
almost half of HCA's revenues come from its hospitals in Florida
and Texas, two states that appear unlikely to expand Medicaid
eligibility in 2014.  This will dampen the ACA's tailwind to
revenue and EBITDA for HCA.

RATING SENSITIVITIES

Fitch revised HCA's rating Outlook to Positive in August 2013,
indicating that a one-notch upgrade to 'BB-' is likely during
2014.  An upgrade will require HCA to maintain debt below 4.5x
EBITDA.  In addition, the following factors would support an
upgrade:

   -- More information on how HCA intends to manage capital
      deployment under an independent board and new CEO.

   -- Sustained improvement in organic operating trends, in
      particular a continuation of the stronger growth in pricing
      seen since Q2'13.

   -- Better clarity on the effects of the ACA on operating
      results.  Fitch believes that the coverage expansion
      elements of the ACA will be a tailwind to revenue and EBITDA
      growth starting in 2014, but there is still considerable
      uncertainty about the magnitude of the influence.

A downgrade of the ratings is not likely in the near-term but
could result from debt above 5.0x EBITDA and interest coverage
below 3.0x EBITDA.  Fitch sees the most likely driver of a
stressed operating scenario as weakness in payments due to ongoing
strained government payor reimbursement coupled with persistent
shift in HCA's mix of patients to those with less profitable
Medicaid coverage, as well as uninsured patients.

DEBT ISSUE RATINGS AND RECOVERY ANALYSIS

Fitch currently rates HCA as follows:

HCA, Inc.

   -- IDR 'B+';
   -- Senior secured credit facilities (cash flow and asset
      backed) 'BB+/RR1' (100% estimated recovery);
   -- Senior secured first lien notes 'BB+/RR1' (100% estimated
      recovery);
   -- Senior unsecured notes 'BB-/RR3' (65% estimated recovery).

HCA Holdings Inc.

   -- IDR 'B+';
   -- Senior unsecured notes 'B-/RR6' (0% estimated recovery).

The recovery ratings are based on a financial distress scenario
which assumes that value for HCA's creditors will be maximized as
a going concern (rather than a liquidation scenario).  Fitch
estimates a post-default EBITDA for HCA of $3.8 billion, which is
a 42% haircut from the Dec. 31, 2013 LTM EBITDA level of
$6.5 billion.  Fitch's post-default cash flow estimate for
companies in the hospital sector considers the structure of the
industry, including relatively stable and non-cyclical cash flows,
a high level of exposure to cuts in government payor reimbursement
that makes up 30-40% of revenues, offset by the consideration that
hospital care is a critical public service.

Fitch then applies a 7.0x multiple to post-default EBITDA,
resulting in a post-default EV of $27 billion for HCA.  The
multiple is based on observation of both recent
transactions/takeout and public market multiples in the healthcare
industry.  Fitch significantly haircuts the transaction/takeout
multiple assigned to healthcare providers since transactions in
this part of the healthcare industry tend to command lower
multiples.  The 7.0x multiple also considers recent trends in the
public equity market multiples for healthcare providers.

Fitch applies a waterfall analysis to the post-default EV based on
the relative claims of the debt in the capital structure.
Administrative claims are assumed to consume $2.7 billion or 10%
of post-default EV, which is a standard assumption in Fitch's
recovery analysis. Fitch assumes that HCA would fully draw the $2
billion available balance on its cash flow revolver and 50% of the
$2.5 billion available balance on its asset backed lending (ABL)
facility.  The availability on the ABL facility is based on
eligible accounts receivable as defined per the credit agreement.
The 50% assumed draw on the ABL facility reflects Fitch assumption
of some degradation in the ABL borrowing base as the company
approaches default.

The 'BB+/RR1' rating for HCA's secured debt (which includes the
bank credit facilities and the first lien notes) reflects Fitch's
expectations for 100% recovery under a bankruptcy scenario.
Claims under the ABL facility are assumed to be recovered fully
prior to any recovery of the other first-lien debt, including the
cash flow revolver, cash flow term loans and first lien secured
notes.  The 'BB-/RR3' rating on HCA Inc.'s unsecured notes rating
reflects Fitch's expectations for recovery in the 51% - 70% range.
The 'B-/RR6' rating on the HCA Holdings, Inc. unsecured notes
reflects expectation of 0% recovery.

HCA's debt agreements permit the company to issue first lien
secured debt up to an amount equal to 3.75x EBITDA.  At Dec. 31,
2013, Fitch estimates the company had $7.0 billion in first lien
capacity.  Additional first lien debt issuance would result in
lower recovery for the HCA Inc. unsecured note holders.  Under
Fitch's current recovery model assumptions, the company could
increase its outstanding first lien debt by up to $1.2 billion
without diminishing recovery prospects for the HCA Inc. unsecured
note holders to below the 'RR3' recovery band of 51% - 70%.
Should the company increase the amount of secured debt in the
capital structure by more than that amount, Fitch would likely
downgrade the HCA Inc. unsecured notes by one-notch, to 'B+/RR4'.
The ratings on the secured debt and HCA Holdings Inc. unsecured
notes would not be affected.


HDOS ENTERPRISES: Creditors Have Until May 15 to File Claims
------------------------------------------------------------
The U.S. Bankruptcy Court Central District of California, Los
Angeles Division, established May 15, 2014, as the general
deadline by which proofs of claim or interest must be filed in the
Chapter 11 case of HDOS Enterprises.

The Bar Date applies to any creditor who asserts a claim under
Section 503(b)(9) of the Bankruptcy Code -- an administrative
expense for "the value of any goods received by the debtor within
20 days before the Petition Date in which the goods have been sold
to the debtor in the ordinary course of the debtor's business."

The deadline for governmental units to file claims is August 4,
2014.

                     About Hot Dog On A Stick

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

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

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

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

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


HOLISTIC ANIMAL CARE: Case Summary & 6 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Holistic Animal Care Services, Inc.
        2280 Grass Valley Hwy #208
        Auburn, CA 95603

Case No.: 14-22186

Chapter 11 Petition Date: March 4, 2014

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

Judge: Hon. Ronald H. Sargis

Debtor's Counsel: Anthony C. Hughes, Esq.
                  HUGHES FINANCIAL LAW
                  1395 Garden Highway, Ste. 150
                  Sacramento, CA 95833
                  Tel: 916-485-1111

Total Assets: $800,000

Total Liabilities: $1.27 million

The petition was signed by Carole Ann Baird, president.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/caeb14-22186.pdf


HOUSTON REGIONAL: Network Has Cash, Lists Large Debts
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Houston Regional Sports Network LP, officially in
Chapter 11 since early this month, got interim authority to use
cash representing collateral for the secured lender owed $100
million.

According to the report, there will be another hearing on March 4
for final permission to use so-called cash collateral.

In filing a list of the largest creditors, the the broadcaster of
games for the Houston Astros professional baseball club and the
Houston Rockets of the National Basketball Association disclosed
that it owes $27.9 million to the Astros and $27.7 million to the
Rockets, the report related.

               About Houston Regional Sports Network

An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.

Judge Marvin Isgur presides over the case.

The Network was officially placed into Chapter 11 bankruptcy
pursuant to a Feb. 7 Order for Relief.

Harry Perrin, Esq., represents Astros owner Jim Crane.  Comcast is
represented by Craig Goldblatt, Esq.  Alan Gover, Esq., represents
the Rockets.


IMPERIAL METALS: S&P Assigns 'B-' CCR; Outlook Positive
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-' long-
term corporate credit rating to Vancouver-based base metals
producer Imperial Metals Corp.  The outlook is positive.

Standard & Poor's also assigned its 'B-' issue-level rating and
'4' recovery rating to the company's proposed US$325 million
senior unsecured notes. A '4' recovery rating indicates average
(30%-50%) recovery in a default scenario.

S&P assumes that the proceeds from the unsecured notes offering
will be used to repay existing debt and to fund Imperial Metals'
Red Chris development project. Along with the proposed notes
offering, the company also intends to establish a new C$200
million senior secured revolving credit facility due October 2016.

"The ratings on Imperial Metals reflect what we view as the
company's limited operating diversity, relatively high negative
free operating cash flow generation, and exposure to volatile base
metals prices," said Standard & Poor's credit analyst George
Economou.  "These are somewhat offset by what we consider to be a
fairly steady operating track record in the past few years and
operations that are located in fairly predictable, very low-risk
mining jurisdictions," Mr. Economou added.

Imperial Metals operates two mines in Canada and one mine in the
U.S., and is developing the Red Chris project in British Columbia.

S&P's positive outlook on Imperial Metals reflects its view that
moderating execution risks and funding requirements at its Red
Chris project, coupled with the company's adequate liquidity
position, should support financial flexibility through the
remainder of the project construction period.  In S&P's base-case
scenario, it expects the company's adjusted debt-to-EBITDA
leverage ratio to remain above 4x with a markedly negative free
operating cash-to-debt ratio this year.

S&P could raise the ratings if the company ramps up its Red Chris
project in the next 6-12 months, leading to improved confidence
for stronger cash flow/leverage metrics next year, including an
adjusted debt-to-EBITDA leverage ratio of about 2x and a positive
free operating cash flow to debt ratio.

S&P could revise the outlook to stable if the company's Red Chris
project were to encounter ramp-up challenges and weaker
prospective operating returns, diminishing the likelihood of
sharply improved credit metrics expected in S&P's base case
assumptions for 2015.


INDEMNITY INSURANCE: Law Firm Beats Disqualification Attempt
------------------------------------------------------------
Law360 reported that a Delaware court refused to disqualify
Parkowski Guerke & Swayze PA from representing bankrupt nightclub
insurer Indemnity Insurance Corp. RPG, over a purported conflict
of interest, in a state seizure proceeding, finding an attorney's
prior representation of a related company doesn't prejudice the
current action.

According to the report, various entities affiliated with
Indemnity's founder, Jeffrey B. Cohen, whose positions with the
insurer have since ceased, had filed a related action in Maryland.


INSTITUTO MEDICO: Amended Schedules of Assets and Debts Filed
-------------------------------------------------------------
Instituto Medico del Norte, Inc., submitted to the U.S. Bankruptcy
Court for the District of Puerto Rico its revised schedules of
assets and liabilities.

Curiously, the total scheduled assets and debts don't add up.
Specifically, the Debtor said its real property has a book value
of $16,000,000 and personal property is worth $6,105,979.  The
Debtor, however, said scheduled assets total $20,843,692 -- some
$1.26 million short if the values of the real and personal
properties were added up.  Total scheduled liabilities also fall
short by $2.73 million if the Secured Claims, Unsecured Priority
Claims, and Unsecured Non-priority Claims were added up.

The amended schedules, which were filed on December 18, disclosed
that:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,000,000
  B. Personal Property            $6,105,979
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,807,782
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $6,631,263
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,402,984
                                 -----------      -----------
        TOTAL                    $20,843,692*     $20,107,642*

A copy of the December schedules is available for free at:

  http://bankrupt.com/misc/INSTITUTOMEDICO_36_debtor_amendedsal.pdf

As reported in the Troubled Company Reporter on Nov. 1, 2013, the
Debtor disclosed total assets of [$22,119,132] and total
liabilities is [$23,775,732].

An earlier version of the Debtor's Schedules was filed Oct. 30,
2013, and is available for free at

     http://bankrupt.com/misc/IMNsal1030.pdf

The October schedules disclosed that:

                                         Assets      Liabilities
                                      -----------    -----------
A. Real Property                      $16,000,000
B. Personal Property                    6,119,132
C. Property Claimed as Exempt                 N/A
D. Creditors Holding Secured Claims                  $10,682,758
E. Creditors Holding Unsecured
      Priority Claims                                  6,589,771
F. Creditors Holding Unsecured
      Non-priority Claims                              6,503,203
                                      -----------    -----------
      TOTAL                          [$22,119,132]  [$23,775,732]

                     About Instituto Medico

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

The Debtor is represented by Fausto David Godreau Zayas, Esq., and
Rafael A Gonzalez Valiente, Esq., at Latimer Biaggi Rachid &
Godreau, in San Juan, Puerto Rico.


INSTITUTO MEDICO: Latimer Biaggi Approved as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico,
according to Instituto Medico del Norte, Inc.'s case docket,
authorized the Debtor to employ attorneys at Latimer, Biaggi,
Rachid & Godreau, LLP as counsel.

The Debtor filed an amended application to employ the law firm.
To the best of the Debtor's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm disclosed that although it represents Firstbank of Puerto
Rico, the same creates no conflict of interest regarding
representation of the Debtor.  Firstbank is not a creditor of the
Debtor, and the Debtor's only relationship with Firstbank is that
the Debtor has a postpetition debtor-in-possession bank account
with Firstbank.

The Debtor has no prepetition debt with the firm, and the firm has
agreed to waive any prepetition debt if on existed.

As reported in the Troubled Company Reporter on Nov. 22, 2013, in
its original application, the Debtor said that Latimer Biaggi will
provide these services:

   a) give Debtor legal advice with respect to its Chapter 11
      case.

   b) represent Debtor in any adversary proceeding, index or
      contested matter filed by or against Debtor.

   c) represent or advise Debtor in any other matter requested
      by it.

   d) defend in Court Debtor's Disclosure Statement and Plan.

   e) take care of other confirmation issues related to Debtor.

Attorneys at the firm will be paid at the rate of $250 per hour,
plus expenses.  All associates will be paid $125 per hour plus
expenses.  A retainer of $20,000 has already been paid.

                     About Instituto Medico

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


INSTITUTO MEDICO: Court Approves Hiring of Accountants
------------------------------------------------------
The Bankruptcy Court authorized Instituto Medico Del Norte, Inc.,
to employ Luis B. Gonzalez & Co. CPA's P.S.C. as accountant.

The firm will, among other things:

   -- review the balance sheet of the Debtor as of Sept. 30, 2013,
      and the related statements of loss, retained earning, and
      cash flows for the years then ended;

   -- make a compilation for, or the accounting as to income and
      loss as to submitted to the Department of Labor to obtain
      exemption for payment of Christmas bonus.

The firm will perform the compilation of the financial statement
and tax returns for the sum of $2,500 -- 50 percent will be
payable at acceptance of the application, and 50 percent at
delivery of the compilation.

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

                 Hiring of FPV & Galindez Approved

In a separate ruling, the Court also authorized Instituto Medico
Del Norte to employ Julio A. Galindez, managing partner; Axel
Ramirez Marcos, tax partner; and Levi D. Villegas, tax director of
FPV & Galindez, CPA's PSC, as certified public accountants.

Mr. Galindez will audit the Company's financial statements as of
and for the year ended Dec. 31, 2013, and will issue a report
thereon soon as possible after the completion of work.

Messrs. Marcos and Villegas will apply for and try to obtain a tax
exemption decree for Instituto under Act. No. 168 of June 30,
1968.

FPV & Galindez will provide services on audit, tax and management
consulting, and other financial matters pertaining to the
reorganization in its Chapter 11 proceedings.

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

                     About Instituto Medico

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

The Debtor is represented by Fausto David Godreau Zayas, Esq., and
Rafael A Gonzalez Valiente, Esq., at Latimer Biaggi Rachid &
Godreau, in San Juan, Puerto Rico.


INSTITUTO MEDICAL: Dr. Mellado Named as Patient Care Ombudsman
--------------------------------------------------------------
The U.S. Trustee for the District of Puerto Rico in December
appointed:

         Dr. Carlos Mellado
         Procurador del Paciente
         Oficina del Procurador del Paciente
         Box 11247
         San Juan PR 00910-2347

                b/t

        Lcda Dinorah Collazo Ortiz
        E-mail: dcollazo@opp.gobierno.pr
        Lcda Huarali Reyes Aviles
        E-mail: hreyes@opp.gobierno.pr
        Tel: (787) 977-0909
        Fax: (787) 977-0229

as patient care ombudsman, pursuant to Federal Rule of Bankruptcy
Procedure 2007.2(c), and the order dated Oct. 30, 2013, directing
the appointment of the PCO.

The PCO will:

   1) monitor the quality of patient care provided to patients
      of the Debtor, to the extent necessary under the
      circumstances, including interviewing patients and
      physicians;

   2) not later than 60 days after the date of the appointment,
      and not less frequently than at 60 day intervals thereafter,
      report to the court after notice to the parties in interest,
      at a hearing or in writing, regarding the quality of patient
      care provided to patients of the Debtor;

   3) if he determines that the quality of patient care provided
      to patients of the Debtor is declining significantly or is
      otherwise being materially compromised, file with the Court
      a motion or a written report, with notice to the parties in
      interest immediately upon making such determination; and

   4) will maintain any information obtained under Section 333 of
      the Bankruptcy Code that relates to patients (including
      information relating to patient records) as confidential
      information.

                     About Instituto Medico

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

The Debtor is represented by Fausto David Godreau Zayas, Esq., and
Rafael A Gonzalez Valiente, Esq., at Latimer Biaggi Rachid &
Godreau, in San Juan, Puerto Rico.


JEH COMPANY: May Use Frost Bank's Cash Collateral Until April 30
----------------------------------------------------------------
The Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the
Northern District of Texas entered a seventh agreed interim order
allowing JEH Company, et al., to use Frost Bank's cash collateral
until April 30, 2014, in accordance with a budget available at no
extra charge at http://is.gd/dyZJtT

                         About JEH Company

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

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

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

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

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


KONINKLIJKE PHILIPS: Not Liable For TV Magnate's EUR200M Loan Loss
------------------------------------------------------------------
Law360 reported that a Delaware Chancery judge ruled that Italian
television magnate Carlo Vichi had not shown that Dutch
electronics giant Koninklijke Philips Electronics NV was liable on
claims it misled him into lending EUR200 million ($274 million) to
a massive failed joint venture between the company and LG
Electronics Inc.

According to the report, in a 182-page opinion, Vice Chancellor
Donald F. Parsons wrote that Vichi never proved that two
salespeople he claims persuaded him to execute the loan were
Phillips' official agents.


LABORATORY PARTNERS: Court OKs Pillsbury Winthrop as Co-Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Laboratory Partners Inc. and its debtor-affiliates to employ
Pillsbury Winthrop Shaw Pittman LLP as their co-counsel.

The firm will provide legal advice with respect to the Debtors'
powers and duties as debtors-in-possession in the continued
operation of their businesses and management of their properties.

The Debtor agreed to pay the firm its standard hourly rates --
less a 15% discount -- for services rendered that are in effect
from time to time.

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

                    About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, and several affiliates filed petitions for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on
Oct. 25, 2013, in Delaware.

The debtor-affiliates are Kilbourne Medical Laboratories, Inc.,
MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological
Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc.,
and Pathology Associates of Terre Haute, Inc.  Certain of the
Debtors do business as MEDLAB.

Judge Peter J. Walsh presides over the case.  Laboratory Partners
is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert
Dehney, Esq., and Erin R. Fay, Esq.; and Pillsbury Winthrop Shaw
Pittman LLP's Leo T. Crowley, Esq., and Margot P. Erlich, Esq. and
Jonathan J. Russo, Esq.  BMC Group Inc. serves as claims and
administrative agent.  Duff & Phelps Securities LLC serves as the
Debtors' investment bankers.

The Official Committee of Unsecured Creditors has retained
Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey
Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group
LLC, as financial advisors.

The Debtor reported total assets of $43,034,702 and total
liabilities of $132,357,067 plus unknown amounts.

Judge Walsh extended the Debtors' so-called exclusivity periods
wherein only the Debtors have the exclusive right to propose and
solicit acceptances for a Chapter 11 plan of reorganization.  The
exclusive plan filing period is extended through and including
April 23, 2014, and the solicitation period is extended through
June 23, 2014.

The Debtors are seeking to sell their "Talon Division" to
Laboratory Corporation of America Holdings, which will serve as
stalking horse bidder at an auction.  The Talon Division refers to
the clinical laboratory and anatomic pathology services to (i)
physicians, physician officers and medical groups (the "PO
Division") in Indiana, Illinois, and (ii) Union Hospital, Inc., in
Terre Haute and Clinton, Indiana (the "UH Division" and, together
with the PO Division, the "Talon Division").  LabCorp will start
the auction with its $10.5 million bid.


LABORATORY PARTNERS: Sale of Talon Unit to Lab Corp. Approved
-------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware authorized Laboratory Partners, Inc., et al., to sell
their so-called "Talon Division," which refers to the clinical
laboratory and anatomic pathology services to (i) physicians,
physician officers and medical groups in Indiana, Illinois, and
(ii) Union Hospital, Inc., in Terre Haute and Clinton, Indiana, to
Laboratory Corporation of America Holdings.

The asset purchase agreement with LabCorp excludes certain of the
Debtors' assets, including, without limitation, the business of
providing nuclear medicine to Union Hospital, Inc., and clinical
laboratory and anatomic pathology services to skilled nursing and
long-term care facilities other than in the counties of Greene,
Parke, Vermillion and Vigo in the State of Indiana and the
counties of Clark, Edgar and Vermillion in the State of Illinois.

LabCorp will pay $10.5 million for the Talon Division.  An auction
was cancelled after the Debtors received no competing bid during
the bid deadline.  The Debtors determined that the LabCorp APA was
the only qualified bid received by the Debtors and identified
LabCorp as the successful bidder for the purchased assets.

Judge Walsh overruled all objections to the Talon Division Sale.
Only the United States Government, on behalf of its Secretary of
Health and Human Services, objected to the sale, complaining that
the sale violates privacy laws.  The Government said several of
the Debtors who are parties to the Talon APA are covered entities
under the Health Information Portability and Accountability Act
and as covered entities, the Debtors must comply with the
requirements of HIPAA, which provide that covered entities who
sell to sell their customers' protected health information can
only do so with their customers' authorization.

In response to the Government's objection, the Debtors argued that
the objection arose from a misreading of the Purchase Agreement
and ancillary agreements.  The Debtors further argued, among other
things, that (i) the Medicare and Medicaid Provider Agreements
will not be assigned to the Purchaser by operation of the APA or
any provision of the Sale Order; (ii) the appointment of the
Purchaser as the Debtors' billing agent does not violate federal
law, and (iii) the Sale Order does not violate HIPAA.

The Debtors are represented by Robert J. Dehney, Esq., Derek C.
Abbott, Esq., Andrew R. Remming, Esq., and Erin R. Fay, Esq., at
MORRIS, NICHOLS, ARSHT & TUNNELL LLP, in Wilmington, Delaware; and
Leo T. Crowley, Esq., Jonathan J. Russo, Esq., and Margot Erlich,
Esq., at PILLSBURY WINTHROP SHAW PITTMAN LLP, in New York.

Charles M. Oberly, III, Esq., U.S. Attorney, and Ellen W. Slights,
Esq., U.S. Attorney, represented the Government.

                    About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, and several affiliates filed petitions for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on
Oct. 25, 2013, in Delaware.

The debtor-affiliates are Kilbourne Medical Laboratories, Inc.,
MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological
Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc.,
and Pathology Associates of Terre Haute, Inc.  Certain of the
Debtors do business as MEDLAB.

Judge Peter J. Walsh presides over the case.  Laboratory Partners
is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert
Dehney, Esq., and Erin R. Fay, Esq.; and Pillsbury Winthrop Shaw
Pittman LLP's Leo T. Crowley, Esq., and Margot P. Erlich, Esq. and
Jonathan J. Russo, Esq.  BMC Group Inc. serves as claims and
administrative agent.  Duff & Phelps Securities LLC serves as the
Debtors' investment bankers.

The Official Committee of Unsecured Creditors has retained
Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey
Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group
LLC, as financial advisors.


LABORATORY PARTNERS: Seeks to Sell Nuclear Medicine Business
------------------------------------------------------------
Laboratory Partners, Inc., et al., will seek approval at a hearing
today, March 6, 2014, at 11:00 a.m. to sell certain assets
relating to their nuclear medicine business pursuant to an asset
purchase agreement and Union Hospital, Inc., as purchaser.

As a result of the sale of the Debtors' Talon Division and part of
its Union Hospital Division, the remaining business is the
provision of nuclear medicine services to Union Hospital.  The
Debtors tell the Court that they could reject the services
contract under which they provide the services but doing so would
potentially create uncertainty with respect to their other
continuing businesses, trigger a rejection damage claim, leave
employees without jobs, impair continuity of service for the
benefit of Union Hospital's patients, and potentially risk the
collectability of significant accounts receivables from Union
Hospital.  Accordingly, the Debtors and Union Hospital have
negotiated a transaction to enable Union Hospital itself to take
over this operation, which will assure a smooth transition of
service and confer significant benefits on the estate.

In consideration for the purchase of the nuclear medicine
services, Union Hospital agrees to assume certain liabilities and
amend the lease and terminate the service agreement with the
Debtors.

                    About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, and several affiliates filed petitions for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on
Oct. 25, 2013, in Delaware.

The debtor-affiliates are Kilbourne Medical Laboratories, Inc.,
MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological
Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc.,
and Pathology Associates of Terre Haute, Inc.  Certain of the
Debtors do business as MEDLAB.

Judge Peter J. Walsh presides over the case.  Laboratory Partners
is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert
Dehney, Esq., and Erin R. Fay, Esq.; and Pillsbury Winthrop Shaw
Pittman LLP's Leo T. Crowley, Esq., and Margot P. Erlich, Esq. and
Jonathan J. Russo, Esq.  BMC Group Inc. serves as claims and
administrative agent.  Duff & Phelps Securities LLC serves as the
Debtors' investment bankers.

The Official Committee of Unsecured Creditors has retained
Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey
Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group
LLC, as financial advisors.


LEHMAN BROTHERS: Taylor Morrison Snares Prime California Parcel
---------------------------------------------------------------
Kris Hudson, writing for The Wall Street Journal, reported that
Taylor Morrison Home Corp. and one of its largest investors,
Oaktree Capital Management LLC, are the joint bidders in final
negotiations to buy from Lehman Brothers Holdings Inc. a tract of
coastal California land for luxury-housing development, according
to a person familiar with the talks.

Taylor Morrison and Oaktree are close to putting under contract
the 308-lot Marblehead subdivision in San Clemente, Calif., for
roughly $215 million, the report said, citing the person familiar
with the transaction.  Lehman put the parcel on the market in
December with broker Land Advisors Organization.

The parcel, which spans 196 acres, attracted four final bidders,
including California builder New Home Co., before Lehman chose
Taylor Morrison and Oaktree as the leading bid, the report
related.  The land widely is regarded as one of the most sought
after parcels in Southern California, since its earlier
developers obtained hard-fought government approvals and
installed infrastructure such as streets there.

"This is the crown-jewel property remaining in the state of
California," said John Burns, chief executive of a home-builder
consulting firm in Irvine, Calif., who counts Lehman and some
Marblehead bidders as clients, the report cited.  "This is
several hundred oceanfront lots, which is incredibly difficult to
entitle because you have to go through the California Coastal
Commission. It took (past developers) decades to get approvals
for this."

The houses ultimately built on the lots undoubtedly will be
expensive, given the price paid for the land, the report further
related.  In addition, home prices often are higher in California
due to the lengthy process of landing government approvals in the
state. The median home value in San Clemente increased 17.3% last
year to $799,600 in December, according to real estate website
Zillow.

The report related that Lehman still holds more than 10,000 acres
of land.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Completes Sale of Stake in Avalon, ER
------------------------------------------------------
Lehman Brothers Holdings Inc. announced, on behalf of Jupiter
Enterprise LP, formerly known as Archstone Enterprise LP, that it
completed the sale of all its remaining shareholdings in Equity
Residential and Avalon Bay Communities, Inc.

Lehman originally took ownership of these shares as a portion of
the consideration received in its sale of Archstone's assets to
EQR and AVB on February 27, 2013. Including monetization of these
shares, total proceeds realized from the sale of Archstone's
assets exceeded $6.5 billion.

CONTACT: Media:

Lehman Brothers Holdings Inc.
Kimberly Macleod, 646-285-9215
kmacleod@lehmanholdings.com

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Ch.11 Case Re-Assigned to Judge Shelley Chapman
----------------------------------------------------------------
Lehman Brothers Holdings Inc.'s Chapter 11 case, with Case No.
08-13555, its related cases, jointly administered cases, and all
pending adversary proceedings have been reassigned to Judge
Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern
District of New York.

The case re-assignment was in light of the resignation of Judge
James M. Peck last month.  Judge Peck is joining Morrison &
Foerster LLP this month as co-chairman of the restructuring and
insolvency practice.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
pointed out that one of Judge Peck's most controversial decisions
in the Lehman case was an opinion concluding that a so-called
flip clause in a swap agreement isn't enforceable in bankruptcy.
The opinion has yet to be tested on appeal.

According to Mr. Rochelle, a flip clause is a provision in a swap
agreement that changes the order of priority in distributing
proceeds if one of the parties files bankruptcy.

In one of his last rulings before leaving the bench, Judge Peck
refined his flip-clause opinion in another Lehman case involving
Michigan State Housing Development Authority, Mr. Rochelle
related.  Judge Peck said the Michigan case presented different
facts and was only superficially similar to the prior case. The
issue raised by the authority was "more nuanced," he said.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: LBI Trustee Disposing of Remaining Securities
--------------------------------------------------------------
James W. Giddens, Trustee for the liquidation of Lehman Brothers
Inc. (LBI) under the Securities Investor Protection Act, in
keeping with his statutory duty and ongoing focus of maximizing
the value of the LBI general estate, along with his counsel at
Hughes Hubbard & Reed LLP, continues to implement a strategy to
liquidate securities and raise cash for distributions to customers
and general creditors.

With the advice and consent of the Securities Investor Protection
Corporation and in consultation with advisors to major creditor
constituencies, the Trustee retained Miller Buckfire & Co., LLC.
and Stifel Fixed Income to help sell all remaining securities.

Consistent with the procedures outlined in the Notice dated
February 12, 2014 (available at www.lehmantrustee.com), Miller
Buckfire and Stifel Fixed Income are offering Pool 4 (Bankruptcy
Escrows), Pool 5 (Corporate Bonds) and Pool 6 (Preferred Equities)
for sale.  The composition of these pools is listed in Exhibit A
of this notice.

A copy of Exhibit A is available at http://is.gd/q6v7Y0

Sales inquiries can be made to:

Al Lhota
Senior Managing Director
Telephone: +1 203 717 6524
E-mail: alan@stifel.com  

Matthew Stewart
Vice President
Telephone: +1 203 717 6483
E-mail: stewartma@stifel.com

Media Contact for the Trustee

Jake Sargent
Telephone: 202-569-5086
E-mail: jsargent@apcoworldwide.com

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LENNAR CORP: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Lennar Corp. to positive from stable and affirmed its
'BB-' corporate credit rating on the company.  S&P also affirmed
the 'BB-' issue-level rating on the company's senior unsecured
debt.  In addition, S&P revised the recovery rating on these
issues to '3' (indicating a "meaningful" (50%-70%) potential for
recovery in the event of a default) from the previous recovery
rating of '4'.

"Our positive outlook reflects the possibility that favorable
market conditions and Lennar's already-substantial land position
could afford the company the opportunity to use internal cash
generation to reduce financial leverage over the next one to two
years," said Standard & Poor's credit analyst Scott Sprinzen.

S&P could raise the rating if it came to expect that the company
would maintain debt to EBITDA of less than 4x, even amid much less
favorable market conditions, with debt to debt plus equity of less
than 40%.

S&P could lower the rating if it came to expect that debt to
EBITDA would be materially more than 5x for an extended period, as
a result of some combination of difficult market conditions,
operating setbacks, or increased debt.


LIFECARE HOLDINGS: Liquidating Trust Agreement Approved
-------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of ICL Holding Company, et al., sought and
obtained the U.S. Bankruptcy Court for the District of Delaware's
approval of a liquidating trust agreement.  The Committee also
received authority to transfer the remaining assets to a trustee.

BankruptcyData reported that the motion explains, "Pursuant to the
LTA, the Debtors shall grant, release, assign, transfer, convey
and deliver, on behalf of the Beneficiaries, the Trust Assets to
the Trustee as of the Effective Date in trust for the benefit of
the Beneficiaries to be applied as specified in the LTA and the
Term Sheet. All of the Debtors' right, title and interest in and
to the Trust Assets are automatically vested in the Trust on the
Effective Date, free and clear of all liens, claims, encumbrances
and other interests, and such transfer is on behalf of the
Beneficiaries (whether such Beneficiaries' claims are Allowed
Claims on or after the Effective Date) to establish the Trust. The
Trust Assets consist of (i) GUC Funds (consisting of $1.5 million
paid by the Purchaser and currently held in a client trust fund
account by Committee counsel) and (ii) all additional assets
conveyed to the Trust on the Effective Date, or to be conveyed to
the Trust thereafter, pursuant to the Term Sheet, Settlement Order
and any final order of the Bankruptcy Court, including, without
limitation, any final order approving the sale of the Debtors'
assets under section 363 of the Bankruptcy Code, including the
proceeds and/or income related thereto, held from time to time
pursuant to this Agreement by the Trustee of the Trust for the
benefit of the Beneficiaries."

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

The Debtors are represented by Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware;
Kenneth S. Ziman, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; and Felicia Gerber Perlman, Esq., and Matthew N.
Kriegel, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois.  Rothschild Inc. is the financial advisor.
Huron Management Services LLC will provide the Debtors an interim
chief financial officer and certain additional personnel; and (ii)
designate Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.

LCI Holding Company, Inc., changed its corporate name to ICL
Holding Company, Inc., following the June 2013 completion of the
$320 million sale of substantially all of its assets to secured
lenders in exchange for debt.  In Jan. 2014, the Bankruptcy Court
issued an order dismissing the Chapter 11 cases of ICL Holding and
its affiliates.


MARTIFER SOLAR: Hires Armory Consulting as Financial Advisor
------------------------------------------------------------
Martifer Solar USA, Inc., and Martifer Aurora Solar, LLC seek
authorization from the U.S. Bankruptcy Court for the District of
Nevada to employ Armory Consulting Co. as financial advisor,
effective as of the Jan. 21, 2014 petition date.

The Debtors require Armory Consulting to:

   (a) assist with the scope of services described in paragraph 1
       of the Original Agreement, as applicable;

   (b) assist with developing a plan of reorganization or
       liquidation;

   (c) manage and oversee asset sales, if any;

   (d) manage Debtors' reporting requirements pertaining to the
       Bankruptcy Court and the U.S. Trustee's office;

   (e) serve as a liaison with Debtors' creditors or their
       representatives;

   (f) provide testimony before the Bankruptcy Court on matters
       within Armory's expertise and consistent with Armory's
       scope of services herein;

   (g) oversee analysis of creditors' claims;

   (h) assist in the evaluation and analysis of avoidable actions,
       Including fraudulent transfers and preferential transfers;

   (i) provide guidance in developing and updating of cash flow
       budgets;

   (j) evaluate the possible rejection of any executory contracts
       And unexpired leases; and

   (k) assist in such matters as may be mutually agreed upon in
       writing between Debtors and Armory.

Armory Consulting will be paid at these hourly rates:

       James Wong, Principal            $375
       Senior Consultants               $185

Armory Consulting will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Prior to the Petition Date, Debtors provided Armory with a
retainer in the amount of $7,500 per month, as payment for
Debtors' prepetition services.  A total of $22,500 in fees for
three months of services rendered, and $517.43 in reimbursable
expenses was deemed earned and applied to prepetition fees and
expenses incurred by Armory.  There is no balance of any unearned
retainers

James Wong, principal of Armory Consulting, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court for the District of Nevada will hold a hearing on the
motion on Mar. 10, 2014, at 9:30 a.m.

Armory Consulting can be reached at:

       James Y. Wong
       ARMORY CONSULTING CO.
       3943 Irvine Blvd., #253
       Irvine, CA 92602
       Tel: (714) 222-5552
       E-mail: jwong@armoryconsulting.com

                     About Martifer Solar

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

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

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

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


MARTIFER SOLAR: Taps Foley & Lardner as Special Solar Counsel
-------------------------------------------------------------
Martifer Solar USA, Inc. asks permission from the U.S. Bankruptcy
Court for the District of Nevada to employ Foley & Lardner LLP as
special solar counsel, nunc pro tunc to the Jan. 21, 2014 petition
date.

As more fully set forth in the Engagement Agreement, Debtor
proposes to employ and retain Foley & Lardner as special solar
counsel to Debtor in connection with project development, review
and analysis of solar specific contracts, construction and
acquisition contracts and due diligence, tax structuring, and
acquisition and disposition of solar contracts.

Foley & Lardner will be paid at these hourly rates:

       Jeff Atkin, Partner              $690
       Jason Barglow, Partner           $665
       Bill DuFour, Associate           $450
       Justus Britt, Special Counsel    $230
       John Eliason, Tax Partner        $655
       Jason Allen, Mergers and
       Acquisitions Partner             $610
       Matt Riopelle, Associate         $455
       Kevin Lewman, Paralegal          $300
       Cristy Townsend, Paralegal       $165
       Partners                       $500-$700
       Associates                     $250-$455
       Paralegals                     $100-$300

Foley & Lardner will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Foley & Lardner has a claim against the Debtor for unpaid fees and
expenses incurred prior to the Petition Date in the amount of
$78,122.86.  Foley & Lardner did not receive any compensation from
Debtor or any party on behalf of Debtor in the 90 days prior to
the Petition Date.

Jeffery R. Atkin, partner of Foley & Lardner, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the District of Nevada will hold a hearing on the
motion on Mar. 10, 2014, at 9:30 a.m.

Foley & Lardner can be reached at:

       Jeffery R. Atkin, Esq.
       FOLEY & LARDNER LLP
       555 South Flower St., Ste. 3500
       Los Angeles, CA 90071-2411
       Tel: (213) 972-4557
       Fax: (213) 486-0065
       E-mail: jatkin@foley.com

                     About Martifer Solar

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

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

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

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


MARTIFER SOLAR: Foley Hoag Tapped as Massachusetts Counsel
----------------------------------------------------------
Martifer Solar USA, Inc. asks authorization from the U.S.
Bankruptcy Court for the District of Nevada to employ Foley Hoag
LLP as special Massachusetts litigation counsel, nunc pro tunc to
Jan. 21, 2014 petition date, in with respect to a pending
litigation relating to EPG Solar, LLC.

Specifically, the Debtor anticipates Foley Hoag will represent it
in connection with instituting actions to preserve the liens on
the Projects and representation in any other matters that may
arise from or relate to the EPG Litigation, including any claims,
counterclaims or third party claims of Debtor.  Foley Hoag may
also assist the Debtor and its reorganization counsel, Fox
Rothschild LLP, with examining and potentially negotiating the
claims against the estate related to the EPG Litigation.

Foley Hoag will be paid at these hourly rates:

       Jeff Follett, Partner                   $660
       Catherine Deneke, Associate             $510
       Theresa Roosevelt, Associate            $350
       Margaret McKane, Senior Paralegal       $285
       Partners in the Boston Office range  $560-$975
       Aassociates                          $350-$565
       Paralegals                           $200-$285

Foley Hoag will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Given that Foley Hoag represented the Debtor prepetition, Foley
Hoag received payments in the ordinary course of its
representation.  Within 90 days of the Petition Date, Foley Hoag
received payments from a third party on behalf of the Debtor and
Martifer Solar, SA as follows: (a) $20,247.81 on Dec. 31, 2013;
and (b) $34,414.49 on Jan. 14, 2014.

Foley Hoag has a claim against the Debtor and Martifer Solar, SA
for unpaid fees and expenses incurred prior to the Petition Date
in the amount of $57,225.17.

Foley Hoag is currently holding a $10,000 retainer paid by or on
behalf of the Debtor and Martifer Solar, SA more than 90 days
before the Petition Date.

Jeffery S. Follett, partner of Foley Hoag, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court for the District of Nevada will hold a hearing on the
motion on Mar. 10, 2014, at 9:30 a.m.

Foley Hoag can be reached at:

       Jeffrey S. Follett, Esq.
       FOLEY HOAG LLP
       Seaport World Trade Center West
       155 Seaport Blvd.
       Boston, MA 02210
       Tel: (617) 832-1244
       Fax: (617) 832-7000
       E-mail: jsf@foleyhoag.com

                     About Martifer Solar

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

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

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

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


MARTIFER SOLAR: Hires Fox Rothschild as Counsel
-----------------------------------------------
Martifer Solar USA, Inc., and Martifer Aurora Solar, LLC seek
authorization from the U.S. Bankruptcy Court for the District of
Nevada to employ Fox Rothschild LLP as counsel, effective Jan. 21,
2014 petition date.

The Debtors require Fox Rothschild to:

   (a) advise the Debtors of their rights and obligations and
       performance of their duties during administration of these
       Chapter 11 Cases;

   (b) attend meetings and negotiate with other parties in
       interest on the Debtors' behalf in these Chapter 11 Cases;

   (c) take all necessary action to protect and preserve the
       Debtors' Estates including: the prosecution of actions,
       the defense of any actions taken against the Debtors,
       negotiations concerning all litigation in which the Debtors
       are involved, and objecting to claims filed against the
       estates which are believed to be inaccurate;

   (d) negotiate and prepare a plan of reorganization, disclosure
       statement and all papers and pleadings related thereto and
       in support thereof and attending court hearings related
       thereto;

   (e) represent the Debtors in all proceedings before the Court
       or other courts of jurisdiction in connection with these
       Chapter 11 Cases; including, preparing and reviewing all
       motions, answers and orders necessary to protect the
       Debtors' interests;

   (f) assist the Debtors in developing legal positions and
       strategies with respect to all facets of these proceedings;

   (g) prepare on the Debtors' behalf necessary applications,
       motions, answers, orders and other documents; and

   (h) perform all other legal services for the Debtors in
       connection with the Chapter 11 Cases and other general
       corporate and litigation matters, as may be necessary.

Fox Rothschild will be paid at these hourly rates:

       Brett A. Axelrod, Partner            $675
       Dawn Cica, Partner                   $550
       Neal Cohen, Partner                  $520
       Emily J. Yukich, Partner             $510
       Matthew J. Rita, Partner             $500
       Nancy Yaffe, Partner                 $475
       Micaela Rustia Moore, Partner        $460
       Charles D. Axelrod, Counsel          $845
       Audrey Noll, Counsel                 $500
       John H. Gutke, Associate             $330
       Namal Tantula, Associate             $315
       Rachel Silverstein, Associate        $295
       Tara Popova, Associate               $280
       Jacqueline Lechtholz-Zey, Associate  $270
       Patricia M. Chlum, Paralegal         $285
       Wyn Saunders, Paralegal              $275
       Debra K. Eurich, Paralegal           $225
       Partners                           $210-$800
       Counsel                            $210-$845
       Associates                         $210-$650
       Legal Assistants/Paralegals        $110-$335

Fox Rothschild will also be reimbursed for reasonable out-of-
pocket expenses incurred.

On Jan. 2, 2014, the U.S. Parent, on behalf of the Debtors,
provided Fox Rothschild with an advance payment of $350,000 to
establish a retainer to pay for legal services rendered or to be
rendered in connection with the Restructuring Services.
Additionally, Fox Rothschild was provided with the filing fees of
$1,213 each to file these Chapter 11 Cases.  $157,442.29 of the
retainer was applied to Restructuring Services.  Fox Rothschild is
currently holding $192,557.71 as prepetition retainer for these
Chapter 11 Cases.

Brett A. Axelrod, partner of Fox Rothschild, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the District of Nevada will hold a hearing on the
motion on Mar. 10, 2014, at 9:30 a.m.

Fox Rothschild can be reached at:

       Brett A. Axelrod, Esq.
       FOX ROTHSCHILD LLP
       3800 Howard Hughes Parkway, Suite 500
       Las Vegas, NV 89169
       Tel: (702) 262-6899
       Fax: (702) 597-5503
       E-mail: baxelrod@foxrothschild.com

                     About Martifer Solar

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

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

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

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


MATTAMY GROUP: S&P Retains 'BB' CCR Following $100MM Add-On
-----------------------------------------------------------
Standard & Poor's Ratings Services said its 'BB' corporate credit
rating on Mattamy Group Corp. is unchanged by the proposed
$100 million add-on to its existing $300 million senior notes due
2020.  The 'BB' issue-level rating on the company's senior notes
is also unchanged.  The recovery rating remains '3', reflecting
S&P's expectation for a meaningful (50% to 70%) recovery if a
payment default occurs.  The company will use proceeds for general
corporate purposes, including land acquisition and development.

The ratings on Mattamy reflect Standard & Poor's view of Mattamy's
"fair" business risk profile.  Mattamy is well positioned in what
have been comparatively healthier Canadian housing markets, most
notably the Greater Toronto Area, where the company is the largest
builder.  S&P believes the combination of the presently stable
Canadian housing market, along with Mattamy's growing presence in
certain recovering U.S. housing markets, will support steady-to-
improving revenue growth and profitability.  Although S&P expects
Canadian housing fundamentals to remain stable over the
intermediate-term, it do views the heavy geographic concentration
in Canada, especially the contribution coming from the Toronto
area, as a potential risk should Canada face a housing correction.
The ratings also reflect Mattamy's "significant" financial risk
profile.  Although gross debt will increase as a result of this
debt raise, S&P expects Mattamy's credit measures to remain in
line with its "significant" assessment over the next 12 months,
notably debt/EBITDA of about 4x, debt/capital in the mid-40% area
and interest coverage also around 4x, as well as maintain adequate
liquidity to fund its capital needs.  Debt is adjusted for
operating leases and surplus cash.

RATINGS LIST

Ratings Unchanged

Mattamy Group Corp.
Corp. credit rating         BB/Stable/--
$400 mil sr unsecd notes    BB
Recovery rating             3


MCGRAW-HILL: Fitch Affirms 'B+' IDR Following Term Loan Repricing
-----------------------------------------------------------------
McGraw-Hill Global Education Holding LLC (MHGE) and McGraw-Hill
Global Education Finance, Inc.'s (MHGE Finance; co-issuer of the
secured debt) ratings are unaffected following the company's
announcement that it is seeking to reprice its first lien term
loan due March 2019, according to Fitch Ratings.

In addition to its announced repricing, MHGE plans to make a
voluntary $35 million term loan prepayment, lowering the remaining
principal balance to $688 million.  Fitch expects annual cost
savings to be approximately $25 million, which is favorable to the
credit.  Excluding the modification to pricing and a new 101 soft-
call protection for six months, all other covenants and provisions
are expected to remain unchanged.  The transaction is expected to
close in March after the existing first lien term loan's soft-call
protection expires.

KEY RATING DRIVERS

The ratings reflect MHGE's business profile: 63% of revenues from
higher education publishing/solutions, 10% of revenues from
professional education content and services, and 27% from
international sales of higher education, professional and primary
education materials.  The higher education publishing market is
dominated by Pearson, Cengage and MHGE. Fitch believes that
collectively these three publishers make up approximately 75%
market share.  This scale provides meaningful advantages to these
three publishers and creates barriers to entry for new publishers.
Fitch believes there could be some near-term enrollment pressure
due to continued enrollment pressures at for-profit universities
and the potential for federal student aid cuts.  Long term, Fitch
believes enrollment will continue to grow in the low single
digits, as higher education degrees continue to be a necessity for
many employers.

MHGE and its peers have continued to demonstrate pricing power
over their products.  Fitch believes this will continue, albeit at
lower levels than historically.  Textbook pricing increases are
expected to be in the low single digits.  Revenue growth will
primarily come from the continued growth in the volume of digital
solution products sold and pricing increases associated with these
digital products as they gain traction with professors.

The transition from printed education materials to digital
products has been advancing at a faster pace relative to K-12
education level.  Fitch believes that the transition will lead to
a net benefit for publishers over time.  Publishers will have the
opportunity to disintermediate used/rental textbook sellers,
recapturing market share from these segments.  Fitch expects
print/digital margins to remain roughly the same, as both the
discount of the digital textbook (relative to the print textbook)
and the investments made in the interactive user experience offset
elimination of the cost associated with manufacturing,
warehousing, and shipping printed textbooks.

Fitch recognizes the risk of digital piracy, given the age
demographic of higher education, the current data speeds available
on the Internet, and the relative ease of finding a pirated
textbook.  A mitigant to piracy risk is the development and
selling of digital education solutions.  The digital solutions
incorporate homework and other supplemental materials that require
a user's authentication.  The company's strategy is to 'sell'
these products to the professors, who then adopt this as required
material for the course.  Students then purchase the digital
solution.  This strategy has also been adopted by MHGE's peers.
It will be vital for the industry to steer professors toward these
digital solutions rather than a stand-alone eBook in order to
defend against piracy.  Fitch believes that this strategy is sound
and can be successful.  Fitch notes that adoption will be slow due
to the slow to change nature of many professors.

Fitch expects traditional print revenues to continue to decline as
a result of growth in eBooks, near-term cyclical pressures in
enrollment, and delays by professors in adopting new editions.  In
2013, these print declines were offset by growth in digital
solutions, custom publishing and eBooks.  Fitch does not expect a
material acceleration in print declines and believes that the
digital solutions, custom publishing and eBooks will continue to
provide an offset for these print declines.

The ratings reflect cost savings identified by MHGE of
approximately $80 million through 2015.  Cost reductions include
corporate and IT costs driven by headcount reductions and
outsourcing.  Fitch believes this is achievable given the
historical ownership of MHGE within a conglomerate.

MHGE did not provide audited financial statements. Audited
combined financial statements for McGraw-Hill Education LLC (MHE)
were provided, which combined MHGE and McGraw-Hill's School
Education Group (MHSE).  Unaudited break-out of these two
divisions was provided by management and used by Fitch to assign
ratings.  Upon the acquisition of MHE by Apollo, MHSE and MHGE
were separated into two sister non-recourse subsidiaries of MHE.

LIQUIDITY, FCF and LEVERAGE

Based on MHGE's reported September 2013 last 12 months (LTM)
results, Fitch calculates post-plate EBITDA of $291 million,
resulting in gross leverage of 5.2x.  Fitch post-plate EBITDA does
not add back certain adjustments made by the company, including
adjusting for deferred revenue and expected cost savings.  Based
on Fitch's base case model, with revenues flat to down in the low
single digits, Fitch leverage is expected to remain near 4.5x-5.0x
in 2013 and decline in 2014 driven by mandatory debt repayment and
EBITDA growth.

The ratings reflect the strong free cash flow (FCF) metrics of
MHGE.  Fitch estimates September 2013 LTM FCF of approximately
$346 million.  In 2013, FCF materially benefited from the improved
working capital efficiencies.  Fitch expects FCF to decline,
however, remain healthy in the $50 million-$100 million range in
2014.  As of September 2013 LTM, FCF-to-debt is estimated at 23%;
Fitch projects 5%-10% in 2014.  EBITDA-to-FCF conversion metrics
were elevated in 2013 due to working capital efficiencies and cost
reduction initiatives, but absent these initiatives Fitch would
expect FCF conversion to be around 35% or better.

The ratings reflect Fitch's expectation that FCF will be dedicated
toward acquisitions and debt reduction.  Fitch believes most
acquisitions will be small tuck-in acquisitions.  While management
has not stated a leverage target, Fitch believes that the private-
equity ownership is incentivized to reduce leverage in order to
improve the prospects of an exit from its investment.  Fitch does
not expect additional leveraging transactions in the near- to mid-
term.

As of September 2013, liquidity was supported by a $240 million
revolver due 2018 and cash balance of $181 million.

The credit facility and the notes are pari passu with one another
and benefit from a first priority lien on all material assets,
including a pledge of the equity of domestic guarantor
subsidiaries and 65% of the voting equity interest of first-tier
foreign subsidiaries, subject to certain exceptions.

The credit facility is further secured by a pledge of the equity
interest of MHGE held by its parent McGraw-Hill Global Education
Intermediate Holding LLC (Holdings).  While the secured notes do
not benefit from the pledge of MHGE's equity by Holdings, Fitch
believes the value of the security comes from the assets of MHGE
and its subsidiaries (including the equity pledge of MHGE's
subsidiaries).

Both the bank facility and the notes are guaranteed by existing
and future wholly owned domestic subsidiaries of MHGE (subject to
certain exceptions).

RECOVERY RATINGS ANALYSIS

MHGE's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation.  Fitch estimates a
distressed enterprise valuation of $1.5 billion, using a 6x
multiple and a post-restructuring EBITDA of approximately $250
million.  After deducting Fitch's standard 10% administrative
claim, Fitch estimates recovery for the senior secured instruments
of 77%, which maps within 71%-90% 'RR2' range.  Issuance of
additional secured debt could result in a one-notch downgrade of
the issue ratings.

RATING SENSITIVITIES

Continued growth in digital revenues coupled with leverage of 4x
or less (on Fitch-calculated basis) would likely lead to positive
rating actions.

Mid- to high-single-digit revenue declines, which may be driven by
declines or no growth in digital products (caused by a lack of
execution or adoption by professors) would pressure ratings.
Fitch currently rates MGHE and MHGE Finance as follows:

MHGE

   -- Long-term IDR 'B+';
   -- Senior secured credit facility (term loan and revolver)
      'BB/RR2';
   -- Senior secured notes 'BB/RR2'.

MHGE Finance (co-issuer to MHGE's secured term loan, revolver and
notes listed above)

   -- Long-term IDR 'B+'.

The Rating Outlook is Stable.


MERCANTILE BANCORP: Files Ch. 11 Plan of Liquidation
----------------------------------------------------
Mercantile Bancorp, Inc., filed with the U.S. Bankruptcy Court for
the District of Delaware a Chapter 11 plan of liquidation and an
accompanying disclosure statement, which impair holders of general
unsecured claims and equity interests.

As previously reported by The Troubled Company Reporter, on Sept.
25, 2013, the Court approved the sale of the Debtor's shares in
Mercantile Bank and the related trademark for Mercantile Bank's
"M" Logo to United Community Bancorp Inc., for $22,277,000, less
all amounts due and owing by the Bank to the Federal Deposit
Insurance Corporation and all broker's fees.

Claims filed by the indenture trustee in the so-called "TruPS
Indentures" will be Allowed in the aggregate amount of
$75,954,491, consisting of (a) $61,858,000 representing the
principal amount issued pursuant the TruPS Documents and (b)
$14,096,491 representing accrued but unpaid interest as of the
Petition Date at the applicable rates specified in the TruPS
Documents.

The class of general unsecured claims include the TruPS Claims.
Holders of General Unsecured Claims are poised to recover 3.8% -
2.5% of their claim amount, while holders of equity interests will
recover 0% of their interests.

Full-text copies of the Plan and Disclosure Statement are
available at http://bankrupt.com/misc/MERCANTILEplan0224.pdfand
http://bankrupt.com/misc/MERCANTILEds0224.pdf

A hearing to consider approval of the Disclosure Statement will be
held on April 3, 2014, at 2:00 p.m. (EDT).  Objections are due
March 27.

The Plan documents were filed by Stuart M. Brown, Esq., at DLA
PIPER LLP (US), in Wilmington, Delaware; and Richard A. Chesley,
Esq., Kimberly D. Newmarch, Esq., James R. Irving, Esq., and Aaron
M. Paushter, Esq., at DLA PIPER LLP (US), in Chicago, Illinois, on
behalf of the Debtor.

                      About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include
$61.9 million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the attorneys for the Debtor.

A three-member official committee of unsecured creditors was
appointed by the U.S. Trustee.

An official committee of trust preferred securities holders was
also appointed by the U.S. Trustee.  The TruPS Committee is
represented by Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Delaware; Morton R. Branzburg, Esq.,
at Klehr Harrison Harvey Branzburg LLP, in Philadelphia,
Pennsylvania; David R. Seligman, P.C., Esq., and Jeffrey W.
Gettleman, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois;
and Joseph Serino Jr., P.C., Esq., and John P. Del Monaco, Esq.,
at Kirkland & Ellis LLP, in New York.

The Troubled Company Reporter reported on Oct. 7, 2013, that the
U.S. Bankruptcy Court for the District of Delaware authorized
Mercantile Bancorp, Inc.'s sale of its shares in Mercantile Bank
and the related trademark for Mercantile Bank's "M" Logo.
Mercantile Bancorp entered into a stalking horse purchase
agreement with United Community Bancorp Inc., under which the
Purchaser will pay $22,277,000, less all amounts due and owing by
the Bank to the Federal Deposit Insurance Corporation and all
broker's fees.


MERRILL CORP: S&P Ups Corp. Credit Rating to 'B'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S.-based document services and technology-enabled
information provider Merrill Corp. to 'B' from 'B-'.  The outlook
is stable.

At the same time, S&P raised the issue-level rating on the
company's $30 million revolving credit facility due 2018 to 'BB-'
from 'B+'.  The recovery rating on this debt remains unchanged at
'1', indicating S&P's expectation for very high (90%-100%)
recovery for lenders in the event of a default.

In addition, S&P raised the issue-level rating on the company's
$430 million first-lien term loan due 2018 to 'B+' from 'B'.  The
recovery rating on this debt remains unchanged at '2', indicating
S&P's expectation for substantial (70%-90%) recovery for lenders
in the event of a default.

The company also has $204 million of unsecured pay-in-kind (PIK)
holding company notes due 2023, which is unrated.

The upgrade on Merrill Corp. reflects S&P's view that the
company's business profile has improved somewhat.  S&P now views
the business risk profile as "weak" as the company has continued
to expand its digital technology solutions offering while also
expanding its EBITDA margin. Merrill's technology solutions
include its DataSite segment, which has grown roughly 20% in the
past two years, with wide margins that have largely offset the
declining profitability in its legal solutions business.  S&P
previously viewed the business as "vulnerable" because of the
historical operating volatility and intense competition in niche
segments of the document services and printing industry.

"While we view the business as having improved, we still view it
as "weak."  The company operates in a highly fragmented and
competitive market and is limited in its market reach and scale as
it primarily serves only the financial service and legal
industries.  Within those end markets, the company is highly
dependent on capital markets activity and demand for legal
services, both of which are cyclical.  However, Merrill's business
does benefit from revenue that is nearly 60% contracted as many of
its services are recurring, such as preparing quarterly SEC
filings or providing SEC compliance services for mutual funds and
insurance companies.  While the margins on these services are low,
at less than 15%, we expect the higher EBITDA margins on Merrill's
technology-enabled solutions will boost the overall EBITDA margin
as the offerings grow into a larger portion of the revenue," S&P
said.

"We view the company's financial risk profile as "highly
leveraged," reflecting the company's leverage of roughly 5x.  The
company has shown a propensity to voluntarily pay down its first-
lien term debt, as it did by paying down $34 million inthe last
several months.  Any repayment of term debt will be partially
offset by 10% accruing interest on the principal of the company's
$204 million of PIK notes.  We continue to view the management and
governance as "weak" because of the 2012 technical default,
although the former second-lien note holders now own roughly 66%
of the company and a new board of directors has been appointed,"
S&P added.


METRO AFFILIATES: Generates $11.7-Mil. From Philadelphia Operation
------------------------------------------------------------------
Metro Affiliates, et al., will generate $11.7 million from its
Philadelphia operations.  Of the total proceeds, $8.750 million
will come from National Express Corporation, which will purchase
the Debtors' Philadelphia operations, while the remaining amount
will come from accounts receivables.

Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York authorized the Debtors to sell to National
Express 364 vehicles and other miscellaneous assets comprising the
Philadelphia operations in exchange for $8.750 million in cash and
the assumption of certain liabilities.

National Express will also assume the following contracts and
lease:

   * Regular School Transportation Contract between Atlantic
     Express of Pennsylvania, Inc. and The School District of
     Philadelphia

   * Shuttle/Charter Contract between Atlantic Express of
     Pennsylvania and, Inc. and Monsignor Bonner & Archbishop
     Prendergast

   * Shuttle/Charter Contract between Atlantic Express of
     Pennsylvania and, Inc. and Friends Select School

   * Lease Agreement, dated December 12, 1991, by and between
     Vincent W. Garonski and Academy Bus Tours, Inc., as assigned,
     assumed and amended on May 9, 1994 with Atlantic Express of
     PA, Inc. as Lessee and assigned to 3740 Thompson Associates
     as Lessor

The Sale Order also provided that the school districts and other
parties to contracts assigned to National Express will pay
outstanding accounts receivable to the Debtors for services
rendered by the Debtors prior to the closing of the Sale.  The
School District of Philadelphia and the Debtors agree that the
amount of the accounts receivable owed to one or more of the
Debtors by SDP through February 21, 2014 is $2,883,085.

The Debtors selected Total Transportation Corp. as back-up bidder
in the event National Express fails to close and consummate the
sale.

The Debtors are represented by Lisa G. Beckerman, Esq., and
Stephen B. Kuhn, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York.  National Express is represented by Daniel L. Cohen,
Esq. -- dcohen@gardere.com -- at Gardere Wynne Sewell LLP, in
Houston, Texas.

                       About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

The U.S. has appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's financial
advisors.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


METRO AFFILIATES: Seeks to Sell 67 Buses to Holcomb for $987K
-------------------------------------------------------------
Metro Affiliates, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to sell 67
to Holcomb Bus Service, Inc., for $987,460, which is 106% of
"orderly liquidation value" for the purchased assets.

Jay Johnson, a vice president in the North American Debt Advisory
and Restructuring Group at Rothschild Inc., believes that the
proposed sale to Holcomb represents the highest and best value for
the purchased assets, especially in light of the extensive
marketing efforts and the robust and fair auction process
conducted by the Debtors.

The Debtors propose to sell the Purchased Assets free and clear of
successor liability relating to the Debtors' business to ensure
that Holcomb is protected from any claims or lawsuits premised on
the theory that Holcomb is a successor in interest to one or more
of the Debtors.

A hearing to consider approval of the sale is scheduled for
March 13, 2014 at 2:00 p.m. (ET).  Objections are due March 6.

The Debtors are represented by Lisa G. Beckerman, Esq., and Rachel
Ehrlich Albanese, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in
New York; and Scott L. Alberino, Esq., at AKIN GUMP STRAUSS HAUER
& FELD LLP, in Washington, D.C.

Holcomb is represented by Alan Sclar, Esq. -- asclar@sclarlaw.com
-- at Sclar Adler LLP, in New York.

                       About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

The U.S. has appointed a three-member official committee of
unsecured creditors represented by Farrell Fritz, P.C.
PricewaterhouseCoopers LLP serves as the Committee's financial
advisors.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


MONTREAL MAINE: Ch. 11 Trustee Objects to Victim-Proposed Plan
--------------------------------------------------------------
Robert J. Keach, the Chapter 11 trustee for Montreal Maine &
Atlantic Railway, Ltd., objects to the disclosure statement for
the plan proposed by the unofficial committee of wrongful death
claimants, complaining that the U.S. Bankruptcy Court for the
District of Maine lacks the jurisdiction and authority to move
forward with consideration of the Plan, and further consideration
of the Plan would constitute an unwarranted interference with the
U.S. District Court's exclusive authority under 28 U.S.C. Section
157(b)(5).

As previously reported by The Troubled Company Reporter, the
unofficial committee -- consisting of the representatives of the
probate estates of the 47 victims in the Lac-Megantic, Quebec
derailment -- proposed a plan that will distribute 75% of the $25
million in insurance recoveries to those who died, and 25% to
people whose property was damaged or destroyed.  Another proposal
is before the Canadian court overseeing the Debtor's bankruptcy
proceeding.  In Canada, lawyers for a class of 1,500 damage
victims advocate a distribution under Canadian law giving the
entire $25 million to victims, and nothing to lawyers.  The
Canadian proposal also calls for distributing the $14.3 million
realized from selling the railroad to claimants under Canadian
law.

The Chapter 11 Trustee argues that consideration of the Plan would
require the Bankruptcy Court to decide the proper venue of
personal injury cases filed by families of the victims in the
derailment initially brought in Illinois state court.  Pursuant to
Section 157(b)(5), only the United States District Court for the
District of Maine can decide the proper venue for the PITWD Cases,
and indeed is currently deciding that issue, having taken the
Chapter 11 Trustee's and other parties' motions for transfer under
Section 157(b)(5) under advisement, following briefing and
argument.

Moreover, the Chapter 11 Trustee argues that Plan is patently
nonconfirmable under several provisions of the Bankruptcy Code.
Among the significant and fatal flaws of the Plan is that its very
filing violates the stays imposed by the Initial Order entered in
the Canadian Case, and is further premised on violation of the
terms of the Initial Order and the CCAA, the Chapter 11 Trustee
asserts.  The Unofficial Committee -- which has failed to disclose
the terms of its representation -- has no standing to even propose
a Plan, the Chapter 11 Trustee asserts.

Because the Plan is patently nonconfirmable, the Disclosure
Statement, which itself suffers from a lack of adequate
disclosures, cannot be approved, the Chapter 11 Trustee tells the
Court.

Separately, the Chapter 11 Trustee asks the Bankruptcy Court to
determine that the unofficial committee has failed to comply with
Rule 2019 of the Federal Rules of Bankruptcy Procedure, and as a
result of this failure, impose necessary sanctions.  The Chapter
11 Trustee complains that the unofficial committee's Rule 2019
statement fails to include the requisite amount of information
relating to the formation of the committee, including the name of
each entity at whose instance the committee was formed or for whom
the committee agreed to act.  Moreover, the Chapter 11 Trustee
alleges that the Rule 2019 statement fails to disclose
compensation arrangements and fails to provide the instrument that
explains the employment and evidences the authorization of Murtha
Cullina LLP and Gross, Minsky & Mogul, P.A., to act on behalf of
the interests of the committee as a group instead of the interests
of the individual members.

The Chapter 11 Trustee is represented by Michael A. Fagone, Esq.,
and D. Sam Anderson, Esq., at BERNSTEIN, SHUR, SAWYER & NELSON,
P.A., in Portland, Maine.

A hearing to consider approval of the Disclosure Statement is
scheduled for March 12, 2014 at 10:00 AM.

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.
Development Specialists, Inc., serves as the Chapter 11 trustee's
financial advisor.  Gordian Group, LLC, serves as the Chapter 11
Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.

The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75 percent of the $25 million
in available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25 percent would be earmarked for claimants seeking
compensation for property that was damaged when much of the town
burned.  Former U.S. Senator George Mitchell, a Democrat who
represented Maine in the U.S. Senate from 1980 to 1995 and who is
now chairman emeritus of law firm DLA Piper LLP, would administer
the plan and lead the effort to wrap up MM&A's Chapter 11
bankruptcy.


MONTREAL MAINE: Has Court OK to Tap Additional $1.3MM in Financing
------------------------------------------------------------------
Judge Louis H. Kornreich of the U.S. Bankruptcy Court for the
District of Maine gave Montreal Maine & Atlantic Railway Ltd.
interim authority to tap $1,350,000 in postpetition financing.

As additional adequate protection to Federal Railroad
Administration in relation to the Interim Funding Amount, the
amount of the carve-out (a) is reduced from $5 million to $4.5
million and (b) will be reduced further, on a dollar-for-dollar
basis, to the extent that the total sum paid to FRA from the
proceeds of the Travelers Property Casualty Co. of America
insurance and the 45G Proceeds is less than $1.8 million, subject
to a maximum additional reduction of $500,000.  The FRA's rights
to terminate the Carve-Out, or to limit the amount of fees and
expenses to be paid from Carve-Out during a particular phase of
the Chapter 11 case, have been waived by agreement of the FRA and
are hereby extinguished.  In all other respects, the Carve Out
Order remains in full force and effect.

The Unofficial Committee of Wrongful Death Claimants argues that
the Trustee, however, remains intent on wresting control of the
claims from the victims and pursuing them on behalf of the estate.
The Unofficial Committee also complains that the Court may lack
jurisdiction to enter an order on the financing request insofar as
it amends the Carve-Out Order, since the Carve-Out Order is on
appeal.

A final hearing on the motion will be held on March 12, 2014, at
10:00 a.m. (ET).  Objections must be filed on or before March 5.
If no objections are timely filed and served, the Court may enter
a final order approving the motion without any further hearing.

The Unofficial Committee is represented by George W. Kurr, Jr.,
Esq., at Gross, Minsky & Mogul, P.A., in Bangor, Maine; and Daniel
C. Cohn, Esq., and Taruna Garg, Esq., at Murtha Cullina LLP, in
Boston, Massachusetts.

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.
Development Specialists, Inc., serves as the Chapter 11 trustee's
financial advisor.  Gordian Group, LLC, serves as the Chapter 11
Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.

The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75 percent of the $25 million
in available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25 percent would be earmarked for claimants seeking
compensation for property that was damaged when much of the town
burned.  Former U.S. Senator George Mitchell, a Democrat who
represented Maine in the U.S. Senate from 1980 to 1995 and who is
now chairman emeritus of law firm DLA Piper LLP, would administer
the plan and lead the effort to wrap up MM&A's Chapter 11
bankruptcy.


MOONLIGHT APARTMENTS: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Moonlight Apartments, LLC, on Feb. 24 filed with the Bankruptcy
Court for the District of Kansas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $28,465,000
  B. Personal Property              $166,756
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $24,410,713
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,715,200
                                 -----------      -----------
        TOTAL                    $28,631,756      $26,125,713

Moonlight Apartments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Kansas Case No. 14-20172) in Kansas City on Jan. 28,
2014.  The Overland Park, Kansas-based company estimated $10
million to $50 million in assets and debt.

The Debtor is represented by attorneys at Jochens Law Office,
Inc., in Kansas City.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due May 28, 2014.


MORNINGSTAR MARKETPLACE: Submits List of Top Unsecured Creditors
----------------------------------------------------------------
Morningstar Marketplace, LTD filed with the Bankruptcy Court a
list that identifies its top 20 unsecured creditors.

Creditors with the three largest claims are:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
York Co Industrial           Bond                     $3,350,000
Development Authority
c/o Heather Z. Kelly, Esq.
Harrisburg PA 17110

Matarese, David              2nd Mortgage               $462,778
424 Sarah Woods Drive
Red Lion PA 17356

Morning Solar LLC                                        $61,380
5309 Lincoln Hwy West
Thomasville PA 1736-9533

A copy of the creditors' list is available for free at:

   http://bankrupt.com/misc/Morningstar17listcreditors.pdf

                   About Morningstar Marketplace

Morningstar Marketplace, LTD, operator of a flea market business
in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on
Feb. 3, 2014.  Judge Mary. D France presides over the case.
Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the
Debtor.  The Debtor estimated $100 million to $500 million in
assets and liabilities.


NASSAU TOWER: Santander Withdraws Consent to Sale of NJ Assets
--------------------------------------------------------------
Santander Bank, N.A. has withdrawn its conditional consent to
Nassau Tower Realty, LLC's motion to sell real estate located at
472 Princeton Avenue, Brick, New Jersey.

Nassau 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 about $2.8 million, secured by the property and
several other real properties.

As reported in The Troubled Company Reporter on March 5, 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. no 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.
         WOLFF & SAMSON PC
         One Boland Drive
         West Orange, NJ 07052
         Tel: (973) 530-2012
         Fax: (973) 530-2212
         E-mail: rnies@wolffsamson.com

                      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.


NASSAU TOWER: Files First Amended Disclosure Statement
------------------------------------------------------
Nassau Tower Realty, LLC, filed on March 3 its first amended
disclosure statement with the U.S. Bankruptcy Court for the
District of New Jersey.

The disclosure statement summarizes what is in the reorganization
plan proposed by Nassau to exit bankruptcy protection.

The proposed plan sets forth four classes of secured creditors.
Under the plan, OceanFirst's claim will be bifurcated, whereby the
company will be treated as a secured creditor with a claim of
$235,000 on Nassau's property in Brick Township, New Jersey, and
an unsecured creditor as to the balance of its claim.

Moreover, OceanFirst will retain its lien rights post-confirmation
and will participate in the pro rata distribution to unsecured
creditors.

The plan proposes to pay the secured claim of TD Bank in full from
the liquidation or refinance of its properties, along with the
liquidation and refinance of properties owned by Nassau Tower
Holdings LLC.

Municipal taxing authorities and tax sale certificate holders with
liens on properties that are sold or refinanced will be paid from
the proceeds of sale and refinance loans.  As to properties which
Nassau turns over to TD Bank, the plan provides that the
certificate holders will retain their liens thereon.

Meanwhile, Nassau and Sovereign Bank entered into a tentative
settlement agreement, which in part, addresses the bank's
treatment under the plan.  At the time of filing the amended
disclosure statement, the settlement had not yet gained final
approval by the officers of Sovereign Bank.

The proposed plan fixes a deadline by which certain properties of
Nassau will be sold to third-party or, if not sold by that date,
title will be delivered to Sovereign Bank in return for a
negotiated credit.

Meanwhile, the two assets in which there is equity for payment of
administrative expenses and unsecured claims will be liquidated,
with net proceeds to be used to pay administrative expenses first
and the balance distributed pro rata to general unsecured claims.
These two assets are the Intex claim and the property at 1 and 13
Robbins Place.

Those who hold ownership interest in Nassau will retain their
interests in the company, according to the disclosure statement.

On the effective date of the plan, Nassau will deliver deeds to TD
Bank for properties to be turned over for fair value credits. On
or before the effective date, the company will sell the
properties and complete the refinance transactions.

A copy of the first amended disclosure statement can be accessed
for free at http://is.gd/08Mtt9

                      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.


NIRVANIX INC: Court Approves Chapter 7 Liquidation
--------------------------------------------------
Cloud storage company Nirvanix Inc. received approval from a U.S.
bankruptcy judge to liquidate its business under Chapter 7.

Judge Brenda Shannon of the U.S. Bankruptcy Court for the District
of Delaware on Feb. 27 ordered the conversion from Chapter 11.

In connection with the Chapter 7 conversion, Nirvanix will
transfer all cash collateral to Khosla Ventures KV as well as all
accounts receivables to its pre-bankruptcy lenders, except the
$25,000 carve-out.

The company may retain the funds deposited in a trust account to
pay the fees of bankruptcy professionals, according to the Feb. 27
order.

Nirvanix had asked for the Chapter 7 conversion, saying it doesn't
have sufficient cash to fund its bankruptcy case or a plan to exit
bankruptcy protection.

                       About Nirvanix, Inc.

Cloud storage company Nirvanix, Inc., based in San Diego,
California, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 13-12595) on Oct. 1, 2013.  The case
is assigned to Judge Brendan Linehan Shannon.

The Debtor is represented by Norman L. Pernick, Esq., Marion M.
Quirk, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, PA.  Cooley LLP serves as the Debtor's
special corporate counsel.  Arch & Beam Global LLC serves as the
Debtor's financial advisor.  Epiq Systems Inc. is the Debtor's
claims and noticing agent.

The Debtor disclosed estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million.

The petition was signed by Debra Chrapaty, CEO.


OCZ TECHNOLOGY: Can Employ Greenberg Traurig as Co-Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of OCZ Technology
Group, Inc. sought and obtained permission from the U.S.
Bankruptcy Court to employ Greenberg Traurig, LLP as Delaware
co-counsel.

Dennis A. Meloro attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

The firm's rates are:

   Professional               2013 Rate/hour     2014 Rate/hour
   ------------               --------------     --------------
   Dennis A. Meloro              $575                $625
   Annapoorni R. Sankaran        $585                $590
   Elizabeth C. Thomas           $260                $285

                               About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.

As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.

The Debtors are represented by Mayer Brown LLP's Sean T. Scott,
Esq., as counsel and Young Conaway Stargatt & Taylor LLP's Michael
R. Nestor, Esq., Matthew B. Lunn, Esq., and Jaime Luton Chapman,
Esq., as Delaware local counsel.  Deutsche Bank is the Debtors'
investment banker.  Mike Rizzo Jr. at RAS Management Advisors,
LLC, serves as financial advisors to the Debtors.  The Hon. Peter
J. Walsh presides over the case.

Kelley Drye & Warren LLP's Eric R. Wilson, Esq., Jason R. Adams,
Esq., and Gilbert R. Saydah Jr., Esq., serve as counsel to the
official committee of unsecured creditors, and Greenberg Traurig,
LLP's Dennis A. Meloro, Esq. serves as local counsel.

OCZ Technology, on Jan. 17, 2014, received approval from the
Bankruptcy Court to sell substantially all of its assets to
Toshiba Corporation for $35 million.  OCZ Technology changed its
name to ZCO Liquidating Corporation.


OHIO VALLEY GENERAL: Moody's Affirms Ba3 Rating; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has affirmed Ohio Valley General
Hospital's (PA) Ba3 rating and revised the outlook to stable from
negative.

Summary Rating Rationale

The outlook revision to stable from negative reflects growth in
the hospital's investment position which provides stability and a
mitigating factor to continued operating losses. The outlook also
reflects improved margins in fiscal year 2013 and our expectation
that fiscal year 2014 will at least be on par with 2013. The Ba3
rating reflects the hospital's weak market position as a small
independent hospital in the competitive Pittsburgh region,
declines in total inpatient volumes, continued operating losses,
and market-related risk due to a high allocation to equities.

Strengths

-- The hospital has a strong and growing liquidity position with
    280 days of cash on hand at January 31, 2014, providing a
    good cushion of 142% cash-to-debt.

-- The debt structure has limited risks with mostly fixed rate
    debt and the pension obligation has declined.

Challenges

-- As a small, independent hospital operating in the Pittsburgh
    region, the hospital is vulnerable to competition and reliant
    on a small number of key physicians.

-- While admissions stabilized through seven months of fiscal
    year 2014, total admissions and observation cases are down
    6%, following a 6% total decline in fiscal year 2013.

-- The debt load is relatively high with 53% debt-to-revenue.

-- Operating margins are still low (5-6% operating cashflow
    margin), even after several years of improvement, resulting
    in moderate debt measures of 1.9 times maximum annual debt
    service coverage and 7.1 times debt-to-cashflow.

-- The investment allocation to equities is high at over 70%,
    exposing the hospital to market fluctuations.

-- Medicare as a percentage of gross revenues is high at 56%, a
    risk given federal reductions.

Outlook

The stable outlook reflects our expectation that the hospital's
investment position will provide adequate liquidity in the near
term to more than cover the current debt level and the operating
loss will at least stabilize in 2014 at the fiscal year 2013
level.

What Could Make The Rating Go Up

The hospital's current small size in a competitive market would
make a rating upgrade unlikely in the near-term. Long-term, a
significant increase in revenue base, strong affiliation with a
larger system, and sustained track record of operating
profitability would warrant consideration for an upgrade.

What Could Make The Rating Go Down

A rating downgrade will be considered if the hospital's operating
performance worsens from fiscal year 2013 levels, volume declines
continue, cash declines notably, or new direct or indirect debt is
incurred.

Rating Methodology

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


ORIENT-EXPRESS HOTELS: Moody's Gives B3 CFR, Rates $655MM Debt B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Orient-Express
Hotels Interfin, Ltd.'s proposed $550 million senior secured term
loan and $105 million senior secured revolver. Moody's also
assigned Orient-Express a B3 Corporate Family Rating (CFR), B3-PD
Probability of Default Rating (PDR), and SGL-2 Speculative Grade
liquidity rating. The rating outlook is stable.

Ratings Rationale

Proceeds from the proposed financing will be used to refinance the
company's outstanding debt and for general corporate purposes.
Ratings are subject to review of final documentation.

Ratings assigned are:

Corporate Family Rating of B3

Probability of Default Rating of B3-PD

$105 million (US$) guaranteed senior secured revolver due 2019
rated B3 (LGD3, 49%)

$345 million (US$) guaranteed senior secured term loan due 2021
rated B3 (LGD3, 49%)

EUR150 million guaranteed senior secured term loan due 2021
rated B3 (LGD3, 49%)

Speculative Grade Liquidity rating of SGL-2

The B3 Corporate Family Rating reflects Orient-Express' very small
scale in term of revenues and number of hotel rooms versus other
hotel operators, weak credit metrics, earnings concentration and
seasonality as well as its concentration in the luxury segment of
the hotel industry. The ratings are supported by the expected
benefits of Orient-Express' property renovations and brand
migration that should drive improved operating performance and the
customer recognition of its individual properties. The ratings
also reflect the geographic reach of its individual properties and
assets, the benefit from non-hotel assets that diversify earnings,
and its good liquidity.

The stable outlook reflects Moody's view that Orient-Express'
credit metrics should gradually improve due in part to the
benefits from its property renovations, brand migration, and
marketing initiatives. This should help to increase occupancy and
average daily rate (ADR) and drive further improvement in RevPAR
and profitability. The outlook also reflects Moody's expectation
that the company will maintain good liquidity.

Factors that could result in a higher rating would include a
sustained improvement in operating metrics and earnings that drive
stronger credit metrics and cash flows. Overall, a higher rating
would require leverage on a debt to EBITDA basis be sustained
below 5.5 times, as well as consistent free cash flow generation.
A higher rating would also require the company to maintain good
liquidity and to make steady progress towards reducing earnings
concentration.

A downgrade could occur in the event Orient-Express is unable to
strengthen credit metrics from current levels due in part to an
inability to realize anticipated benefits from property
renovations, brand migration, or marketing initiatives.
Specifically, a downgrade could occur if debt to EBITDA remained
above 6.5 times over the next 12 to 18 months or if EBIT to
interest fell towards 1.5 times. A material deterioration in
liquidity could also result in negative ratings pressure.

The B3 rating on Orient-Express's $550 million senior secured term
loan and $105 million senior secured revolver reflects the
majority position the bank facilities represent in the capital
structure and limited amount of liabilities that are junior to
these facilities. With secured lenders representing the
preponderance of the capital structure the risk to these lenders
is not materially different than the risk of the entire company
itself which is represented by the B3 CFR.

The principal methodology used in this rating was the Global
Lodging & Cruise Industry Rating Methodology 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.

Orient-Express Hotels, Ltd. owns or manages 35 deluxe hotels and
resort properties and several tourist trains and river cruises
around the world. Annual revenues are approximately $600 million.


OVERSEAS SHIPHOLDING: Has Equity Commitment Pact With Lenders
-------------------------------------------------------------
Overseas Shipholding Group, Inc., and its debtor-affiliates on
February 12, 2014, entered into a plan support agreement, which
was subsequently amended on February 27, 2014, 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 February 9, 2006.  As a result of
additional lenders executing 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.  The Term Sheet provides, among other
things, that pursuant to the Plan, the Company will raise $300
million through a rights offering to purchase stock and warrants
of reorganized OSG to be made to the holders of claims arising out
of the Credit Agreement, which Rights Offering will be back-
stopped by the Consenting Lenders, their designees or their
assignees.

On February 28, 2014, the Debtors and the Consenting Lenders
entered into an equity commitment agreement, setting forth, among
other things, the terms of the Rights Offering.  Under the Rights
Offering, each lender who is the beneficial owner of claims
arising out of the Credit Agreement as of the date specified in
the procedures with respect to the Rights Offering that are
approved by the Bankruptcy Court will be offered the right to
purchase up to its pro rata share of Rights Offering Securities
for $19.51 per share or warrant.

Each Eligible Participant will also be offered the right to
purchase Rights Offering Securities in an oversubscription rights
offering, subject to certain limitations and caps, in the event
that other Eligible Participants do not elect to purchase their
pro rata share of Rights Offering Securities in connection with
the Rights Offering.

To ensure that OSG raises $300 million in connection with the
Rights Offering, the Equity Commitment Agreement further provides
that each Commitment Party has committed to subscribe for any
Unsubscribed Rights in proportion to its Subscription Commitment
Percentage.

Subject to Bankruptcy Court's approval, in consideration for
entering into this commitment, the Commitment Parties will receive
(i) a fee paid promptly following the effective date of the Plan
allocated among the Commitment Parties, at each Commitment Party's
option, either in the form of (x) shares or warrants of
reorganized OSG, equal to 5% of the aggregate amount raised in the
Rights Offering or (y) the cash equivalent thereof and (ii)
reimbursement of all reasonably documented out-of-pocket costs and
expenses.

If the transactions contemplated by the Equity Commitment
Agreement are consummated, OSG will use the proceeds of the sale
of the Rights Offering Securities to fund payments under the Plan.
Among other things, these proceeds will enable the Debtors to
retain the vessels pledged to secure the claims of CEXIM and DSF,
which claims will be repaid in full in cash.

On February 28, 2014, the Debtors filed with the Bankruptcy Court
a motion to approve the Equity Commitment Agreement.

                   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.


PENFOLD CAPITAL: Provides Default Status Report
-----------------------------------------------
Penfold Capital Acquisition IV Corporation on March 4 disclosed
that, further to its press releases of February 11 and February 19
2014, the Company's board of directors and its management continue
to work expeditiously with the Company's auditors to meet the
Company's obligations relating to the filing of the Required
Filings, and the Company continues to expect to file the Required
Filings on or before March 28, 2014.

As previously announced on January 29, 2014, a MCTO application
was made by the Company in respect of the late filing of the
Company's its annual financial statements, accompanying
management's discussion and analysis and related CEO and CFO
certifications of annual filings for the financial year ended
September 30, 2013.  On February 18, 2014, the Ontario Securities
Commission, the Company's principal regulator, has issued a
Permanent Management Cease Trade Order.

The Permanent MCTO restricts all trading in securities of the
Company, whether direct or indirect, by the Chief Executive
Officer, the Chief Financial Officer and the directors of the
Company, until such time as the Required Filings have been filed
by the Company.  All other parties are permitted to trade freely
in the Company's securities.

The Company confirms that it will satisfy the provisions of the
alternative information guidelines under Section 4.4 of National
Policy Statement 12-203 respecting Cease Trade Orders for
Continuous Disclosure Defaults, for so long as it remains in
default, by issuing bi-weekly default status reports in the form
of further news releases, which will also be filed on SEDAR. The
Company confirms that there are no insolvency proceedings against
it as of the date of this news release.  The Company also confirms
that there is no other material information concerning the affairs
of the Company that has not been generally disclosed as of the
date of this news release.

         About Penfold Capital Acquisition IV Corporation

The Company, through its wholly owned subsidiary SLM, is dedicated
to managing consumer and retail store returns and defective and
problematic electronics through product end-of-life management.
The Company manages returns from receiving to end-of-life with
quality assurance testing, factory servicing, resale through non-
traditional channels and recycling of non-saleable product to
support a closed-loop distribution process.  The Company is able
to recycle the non-saleable returns it receives, thereby allowing
customer returns to have a very low environmental impact.  An
independent Waste Audit Report shows that the Company is able to
achieve a waste diversion rate of 98.6%.  This means that
companies using the Company's processes are able to divert 98.6%
of their product away from landfill sites.  The Company is
currently working on rolling out this product offering to
retailers to allow them to capture the environmentally conscious
consumer.  The Company currently operates only in Ontario.


PIONEER ENERGY: Moody's Rates $250MM Senior Unsecured Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Pioneer Energy
Services Corp.'s proposed $250 million senior unsecured notes due
2022. Pioneer's other ratings and stable outlook remained
unchanged. Proceeds from this debt offering will be used to tender
a portion of the existing $425 million 9.875% senior unsecured
notes (due 2018), which was announced earlier.

"This refinancing transaction is mildly credit positive as Pioneer
will be able to reduce its interest burden by replacing debt with
higher coupons and by extending its debt maturity profile," said
Sajjad Alam, Moody's Analyst.

Issuer: Pioneer Energy Services Corp.

Assignments:

  New 2022 Senior Unsecured Bond/Debenture, Assigned B2
  (LGD4, 68%)

Ratings Rationale

This debt issue will not impact any of Pioneer's existing ratings
given this is essentially a debt-for-debt exchange that will not
alter the company's capital structure. The 2022 notes will rank
pari passu with the 2018 notes and will have upstream guarantee
from substantially all of Pioneer's existing and future domestic
subsidiaries. Pioneer's senior unsecured notes are rated one notch
below the B1 CFR, reflecting the substantial size of the $250
million priority-ranking secured revolving credit facility, which
has a first-lien claim to Pioneer's assets.

Pioneer's B1 Corporate Family Rating (CFR) reflects its small
scale yet high quality asset base, geographic and operating risk
diversification across key active North American oil and gas
basins, anticipated improvement in leverage metrics in 2014, and
good liquidity. The rating also recognizes the cyclicality of the
North American onshore drilling and services sectors driven by
volatile oil and gas prices and capital spending by upstream
companies, the short term nature of Pioneer's drilling contracts
and the commodity-like aspects of its oilfield services (OFS)
business. Ongoing good operational execution, free cash flow
generation and debt reduction will be key themes for 2014.

Pioneer should have good liquidity through early-2015, which is
captured in our SGL-2 rating. The company plans to spend $115 -
$125 million this year on capital expenditures - allocating 60% on
the Drilling Services Segment and 40% on the Production Services
Segment. As of December 31, 2013, Pioneer had $27 million of cash
and $156 million available under its $250 million revolving credit
facility. The credit facility expires in June 2016 and should have
ample headroom under the financial covenants though early-2015.

Enhanced scale, diversification, and contract support would be
keys to an upgrade given Pioneer's exposure to cyclical
businesses. An upgrade is possible if EBITDA approaches $500
million with a leverage ratio around 1.5x. A downgrade could occur
if the debt to EBITDA ratio rises above 2.75x or Pioneer
encounters severe erosion of liquidity.

The principal methodology used in this rating was the Global
Oilfield Services Rating Methodology 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.

Pioneer Energy Services Corp., headquartered in San Antonio,
Texas, provides onshore contract drilling services as well as
various production related services to upstream oil and gas
companies.


PLAZA HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Plaza Healthcare Center LLC
           dba Country Villa Plaza Convalescent Center
        1209 Hemlock Way
        Santa Ana, CA 92707-3609

Case No.: 14-11335

Chapter 11 Petition Date: March 4, 2014

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Catherine E. Bauer

Debtor's Counsel: Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234
                  Email: rb@lnbyb.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Stephen Reissman, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-11335.pdf


RCS CAPITAL: Moody's Assigns 'B2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned first time ratings to RCS
Capital Corporation. Moody's assigned RCS with a B2 corporate
family rating, a B2 rating on its proposed $550 million five year
first lien term loan, a B2 rating on its proposed $25 million
three year revolving credit facility and a Caa1 rating on its
proposed $150 million seven year second lien term loan. The rating
outlook is stable.

Ratings Rationale

The rated $725 million committed senior secured credit facilities
will be used to fund, in part, RCS' acquisition of Cetera
Financial Group, Inc., to refinance Cetera's existing indebtedness
and to pay fees and expenses. (Moody's currently assigns Cetera a
B3 corporate family rating and senior secured bank credit facility
rating, with a developing outlook. Cetera's rating will be
withdrawn upon completion of the acquisition and repayment of
Cetera's debt.)

RCS' B2 corporate family rating, proposed first lien term loan
rating and proposed revolving credit facility rating is supported
by its position as a leading wholesale distributor of non-traded
REITs and similar programs which provide for flow-through tax
treatment under US tax law (collectively, "direct investment
programs"), and its prospective position as the second largest
independent broker dealer in the US. RCS will have approximately
8,900 affiliated financial advisors once the pending acquisitions
of Cetera Financial Holdings, Inc. and other smaller independent
broker dealer firms are completed. The Caa1 rating on the proposed
second lien term loan has been assigned using our standard
notching practices and reflects its higher expected loss content
given its secondary claim upon RCS' assets.

The higher margin but more concentrated and potentially more
volatile results of RCS' direct investment program activities
(including wholesale distribution, investment banking, transaction
management and transfer agency) will be complimented by the lower
margin yet generally more stable results of the independent broker
dealers. Both businesses are scalable and have a relatively high
proportion of variable costs, which are credit positive factors.
There is a strong and experienced central management team in
place, and the potential to generate significant synergies from
the group of independent broker dealer entities that are being
acquired.

The rating is constrained by a variety of credit risk factors,
including: (1) the high rate of growth in the direct investment
program business and planned acquisition-driven growth in the
independent broker dealer activities; (2) the challenges posed to
the firm's risk management, compliance and governance
infrastructure, given RCS' growth ambitions and short track-record
as a public company; (3) the company's existing concentration of
revenue and earnings in direct investment programs, mostly
generated via transactions with affiliates; and (4) the firm's
high initial leverage and risks to its debt service capacity
should it realize lower than anticipated synergies at the
independent broker dealers or encounter a significant downturn in
the direct investment program market.

RCS expects to complete the Cetera acquisition within the next few
months, after regulatory approval has been received. The remaining
funds for the $1.15 billion needed to acquire Cetera and refinance
its existing debt, together with other announced acquisitions that
are also expected to close during 2014, is anticipated to be
provided by contributions totaling $440 million from Luxor Capital
Group LP (comprising preferred equity, convertible notes and
common equity capital), publicly raised common equity capital,
common equity capital from RCS management, and cash on balance
sheet.

What Could Change the Rating - UP

A strong demonstration of the successful integration of each
planned acquisition, evidenced by substantial achievement of the
anticipated synergies, successful control of costs and stable
operating performance, would result in upward rating pressure. The
successful organic growth and diversification of RCS' other
business activities, with a significantly higher and stable share
of non-affiliated revenues and earnings in various product-types,
would also be viewed positively.

What Could Change the Rating - DOWN

The failure to raise the necessary funds to complete the
acquisitions could result in a downgrade. Deterioration in debt
coverage metrics brought about by lower than anticipated
acquisition synergies, increased costs or a marked slowdown in the
direct investment program business would result in downward rating
pressure. Evidence of significant risk management, compliance or
governance failures could also result in a downgrade. The
announcement of significant new acquisitions with an associated
increase in debt leverage would also be viewed negatively.

The principal methodology used in this rating was Global
Securities Industry Methodology published in May 2013.


RESTORA HEALTHCARE: Taps George Pillari as Restructuring Chief
--------------------------------------------------------------
Restora Healthcare Holdings, LLC, et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Alvarez & Marsal Healthcare Industry Group, LLC, to provide the
Debtors with a Chief Restructuring Officer and certain additional
personnel to assist the CRO.

The Debtors seek to designate George D. Pillari, a managing
director of A&M, as their CRO, who will serve as the principal
contact with the Company's creditors with respect to the Company's
financial and operational matters.

The Additional Personnel will perform a financial review of the
Company, including but not limited to a review and assessment of
financial information that has been, and that will be, provided by
the Company to its creditors, including without limitation its
short and long-term projected cash flows and operating performance
and will assist in the identification of cost reduction and
operations improvement opportunities.

A&M will be paid by the Debtors for the services of the Engagement
Personnel at the following hourly billing rates:

   Managing Directors                   $650 to $850
   Directors                            $450 to $650
   Analysts/Associates                  $250 to $450

Mr. Pillari will be paid $800 per hour and will have primary
responsibility for overseeing the services to be rendered to the
Company under the Engagement Letter.  A&M will also be reimbursed
for any necessary out-of-pocket expenses.

Mr. Pillari 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.  He discloses that his firm provides
consulting services to Kinetic Concepts, Inc., a supplier to the
Debtors, in matters unrelated to the Debtors' Chapter 11 cases.
He further discloses that his firm also provides consulting
services to Rural Metro Corporation and its affiliates.  A Rural
Metro subsidiary includes Southwest General Inc., and it or an
affiliate thereof has provided ambulance services to the Debtors
and may be one of the Debtors' top 20 unsecured creditors.  Mr.
Pillari led part of the Rural Metro engagement.  He says while A&M
continues to work for Rural Metro, he is no longer part of the
Rural Metro engagement team.  Mr. Pillari adds that Wells Fargo
Bank, National Association, a potential interested party in the
Debtors' Chapter 11 case, serves as administrative agent,
swingline lender and issuing lender to A&M's parent company
Alvarez & Marsal Holdings, LLC.

Mr. Pillari also discloses that A&M received $50,000 as a retainer
in connection with preparing for and conducting the filing of the
Chapter 11 cases.  In the 90 days prior to the Petition Date, A&M
received retainers and payments totaling $405,402 in the aggregate
for services performed for the Debtors.  A&M has applied these
funds to amounts due for services rendered and expenses incurred
prior to the Petition Date.

A hearing to consider approval of the employment application will
be on March 19, 2014, at 1:30 p.m. (ET).  Objections are due
March 12.

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.


RESTORA HEALTHCARE: Has OK to Hire Rust Consulting as Claims Agent
------------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware authorized Restora Healthcare Holdings, LLC, et al.,
to employ Rust Consulting/Omni Bankruptcy as their claims and
noticing agent.

Rust Consulting will, among other things, prepare and serve
required notices and documents in the Chapter 11 cases in
accordance with the Bankruptcy Code and the Bankruptcy Rules and
in the form and manner directed by the Debtors and the Court.

Prior to the Petition Date, the Debtors provided Rust Consulting a
retainer in the amount of $10,000. The services to be rendered by
Rust Omni will be billed at a 10% discount to its normal hourly
rates which will range from $22.50 to $517.50 per hour.

The hourly rates for standard and custom services are:

   Clerical Support              $22.50-$40.50
   Project Specialists           $51.75-$67.50
   Project Supervisors           $67.50-$85.50
   Consultants                   $85.50-$112.50
   Technology/Programming        $90.00-$141.75
   Senior Consultants           $126.00-$157.50

Rust Consulting will also be reimbursed for any necessary
expenses.

Brian Osborne, president of Rust Consulting, assured 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.

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.


RESTORA HEALTHCARE: Has Interim Authority to Pay Critical Vendors
-----------------------------------------------------------------
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 pay the prepetition claims asserted by critical
vendors in an amount not to exceed $300,000.

The Debtors are authorized to pay the prepetition Critical Vendor
Claims provided that any vendor that enters into a trade agreement
with the Debtors agrees to provide the Debtors with goods and
services in accordance with the trade terms, practices, and
programs, including with respect to pricing, in effect between the
vendor and the Debtors for the period within 120 days of the
Petition Date, or other trade terms, practices, and programs as
agreed by the Debtors and the Critical Vendors that are at least
as favorable as the Prepetition Trade Terms in the Debtors' sole
discretion.

A hearing will be held before the Court to consider the entry of a
final order on March 19, 2014, at 1:30 p.m. (prevailing Eastern
Time).  Objections, if any, must be received no later than
March 12.

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.


ROBERTS LAND: Seeks Court Approval to Modify Chapter 11 Plan
------------------------------------------------------------
Roberts Land & Timber Corporation and Union Land and Timber Corp.
have filed a motion seeking court approval to modify their Chapter
11 reorganization plan.

Andrew Decker, IV, Esq., at The Decker Law Firm P.A., in Live Oak,
Florida, said the modifications set forth in the new plan "do not
adversely change the manner in which any of the accepting
creditors' claims will be treated."

Mr. Decker pointed out that the new plan and the third amended
plan filed on Sept. 13, 2011, provide for the same treatments of
the allowed claims of the creditors who voted in favor of the
plan.

U.S. Bankruptcy Judge Paul Glenn will hold a hearing on March 19
to consider approval of the motion.

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Affiliate Union Land & Timber Corp. also sought
Chapter 11 protection (Case No. 11-03853).

Anthony W. Chauncey, Esq., at The Decker Law Firm, P.A., in Live
Oak, Florida; and James H. Post, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, serve as counsel for the Chapter 11
Debtors.

The Debtors are real estate holding and development companies as
well as holder of private mortgages.  The Debtors receive income
from the sale and development of real estate, management of real
estate developments, mortgage receivables, cattle grazing leases
and hunting leases.

In its schedules, Roberts Land disclosed assets of $26.7 million
with debt totaling $12.2 million, all secured.  The principal
properties are 1,500 acres in Baker County, Florida and 3,300
acres in Union County, Florida.

In its schedules, Union Land disclosed $2,376,170 in assets and
$11,945,819 in liabilities as of the petition date.


SANCHEZ ENERGY: S&P Raises CCR to 'B' on Proved Reserve Increase
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Houston-based exploration and production (E&P)
company Sanchez Energy Corp. to 'B' from 'B-' and its ratings on
the company's senior unsecured debt to 'B-' from 'CCC+'.  The
outlook is stable.

The upgrade reflects the successful execution of Sanchez's 2013
operating plan and resulting rapid growth in both production and
reserves and S&P's expectation that growth will continue in 2014,
while maintaining strong financial performance such as expected
funds from operations (FFO) to debt of about 45% and debt to
EBITDA of about 2x.  As a result, proved reserves grew almost 180%
to about 59 million barrels of oil equivalent (mmboe) as of
Dec. 31, 2013, with average fourth quarter production of more than
18,000 boe per day.  Nevertheless, Sanchez's still-limited scale
of operations, especially proved reserve size and short proved
developed reserve life, will continue to limit S&P's assessment of
credit quality and is reflected in the negative "comparable rating
analysis" modifier.  For example, the average proved reserve size
is about 170 mmboe for a 'B+' rated E&P company and about 115
mmboe for a 'B' rated E&P company.

"The stable outlook reflects our expectation that the company will
continue to execute its drilling program in Eagle Ford while
maintaining adequate liquidity and FFO to debt in excess of 40%
over the next 12 months," said Standard & Poor's credit analyst
Paul Harvey.

"We could lower the rating if the company's operating performance
and financial policy weakened such that we expected FFO to debt to
fall to lower than 20% for a sustained period.  Such a situation
could occur if Sanchez's operational and well performance weakened
such that production levels fell to about 16,000 barrels per day
with no adjustment to capital spending.  We could also lower
ratings if Sanchez were to fail to maintain adequate liquidity,
particularly given the high reinvestment needs of the E&P
industry," S&P added.

"We could raise the ratings if the company were able to
meaningfully increase its reserve size to be more consistent with
'B+' rated peers, which in 2012 averaged more than 100 mmboe,
roughly 65% larger than Sanchez's year-end 2013 proved reserves of
about 60 mmboe.  In addition, we would also expect Sanchez to
maintain FFO to debt of more than 30% and a proved developed
reserve life of more than four years before an upgrade.  The most
likely scenario for this to occur would be for continued good
execution of Sanchez's drilling program, combined with prudently
financed acquisitions," S&P noted.


SANTA FE EXPRESS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Santa Fe Express Stores, Inc.
           fka Scott Sonntag Oil Company, Inc.
           dba Eagle Laundry & Storage
           dba Eagle Storage
           dba Santa Fe Express
        317 Factory Dr.
        Waco, TX 76710

Case No.: 14-60182

Chapter 11 Petition Date: March 4, 2014

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

Judge: Hon. Ronald B. King

Debtor's Counsel: Frank D. Thomas, Jr., Esq.
                  WASH & THOMAS
                  6613 Sanger Avenue
                  Waco, TX 76710
                  Tel: (254) 776-3611
                  Email: fthomas@washthomas.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Scott Sonntag, president.

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


SARKIS INVESTMENTS: Plan Provides Dual Treatment for MSCI Claim
---------------------------------------------------------------
Sarkis Investments Company, LLC, at the end of last week filed
with the Bankruptcy Court:

     -- a Chapter 11 Plan of Reorganization;
     -- a Disclosure Statement describing the Plan; and
     -- a request seeking extension of the Exclusivity Period
        for Filing a Chapter 11 Plan and Disclosure Statement to
        April 30

Sarkis sought bankruptcy protection after secured creditor MSCI
2007-IQ13 Ontario Retail Limited Partnership launched an action to
place Sarkis' assets in the care of a receiver.  A California
state court appointed Patrick Galentine of Coreland Companies as
receiver.

Following the bankruptcy filing, Sarkis, MSCI and the U.S. Trustee
agreed that the receiver will remain in place.

MSCI is looking to file its own plan for Sarkis, and has objected
to the Debtor's request for an extension of the period within
which it has the sole right to propose a Plan.

The Bankruptcy Court 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 Plan.

Subsequently, the Debtor and MSCI stipulated to an extension of
the Plan filing exclusivity period to and including April30, 2014,
assuming the Debtor obtains acceptances for the Plan by that date.

If necessary, the Debtor said it will seek a further extension of
the exclusivity period to allow additional time for the Debtor to
solicit votes on the Plan.

Sarkis' bankruptcy plan contemplates that the Reorganized Debtor
will initially continue operating the business and use revenues to
fund payments required under the Plan.  At the same time, Sarkis
will continue to market its properties and sell the properties to
pay all allowed claims in full.

The Debtor has hired GA Keen Realty Advisors LLC as real estate
broker.  MSCI filed an objection to the hiring.  Ultimately
Sarkis, MSCI and GA Keen stipulated to the employment of GA Keen
subject to certain modifications to the terms of the firm's
employment.  The Debtor lodged a proposed stipulated order to
approve the hiring, subject to certain modifications.

In February, Sarkis' counsel, Baker & Hostetler LLP, retained
GlassRatner Advisory & Capital Group LLC as financial advisors and
Colliers International Valuation & Advisory Services LLC as
valuation advisors for the estate.

The Plan envisions two potential treatment for the MSCI Class 1
claim.  Under each treatment, the Debtor intends to cure the pre-
confirmation default on the effective date with a lump sum payment
of $1.315 million.  The Plan will not pay any accrued default
interest nor any asserted "prepayment premium".

The Plan pegs MSCI's secured claim at $22.25 million and the value
of the collateral securing the claim at $23.58 million.

Under the primary proposed plan treatment, MSCI will receive a
first priority lien on the properties securing the debt.  The
claim will be paid on a 30-year amortization with a ballon payment
in the 120th month of the Plan.  The new maturity date of the
imputed loan will be June 31, 2014.

During the pendency of the Plan, MSCI will receive 120 equal
monthly payments in the amount of $104,286 with an interest rate
of 4.5% per annum.  The residual amount owed on account of the
MSCI claim will be paid in the 120th month of the Plan through
take-out financing or the sale of the properties.

The Plan provides for an alternate treatment of MSCI claims.  This
alternate treatment will be triggered if the Court requires that
the Debtor cannot augment the maturity date of the loan and cure
under Sections 1123 and 1124 of the Bankruptcy Code.  Under this
treatment, MSCI will receive a first priority lien against the
properties securing the debt.  During the terms of the alternate
plan -- the effective date through and including Feb. 5, 2017 --
MSCI will receive equal monthly payments of $119,618 with an
interest of 5.529% per annum.  The residual amount owed on account
of the MSCI claim will be paid in the 120th month of the Plan
through take-out financing or the sale of the properties.

Meanwhile, holders of general unsecured claims will receive 84
equal monthly payments commencing on the 37th month of the Plan.

Sarkis Investments LLC, a member of the Debtor, will receive an
interest in the Reorganized Debtor equal to the interests it held
in the company pre-bankruptcy.

                 About Sarkis Investments Company

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Sarkis
owns and leases several parcels of commercial real property in
Ontario, California: 3550 Porsche Way; 3640 Porsche Way; 3660
Porsche Way; 3700 Inland Empire Blvd; and 3760 Inland Empire Blvd.

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 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.


SCH INVESTMENTS: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SCh Investments, LLC
        11528 Harry hines, Suite C300
        Dallas, TX 75229

Case No.: 14-31164

Chapter 11 Petition Date: March 4, 2014

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

Judge: Hon. Stacey G. Jernigan

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

Estimated Assets: $0 to $50,000

Estimated Liabilities: $10 million to $50 million

The petition was signed by Rajiv Chhabra, managing member.

A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb14-31164.pdf


SENTINEL MANAGEMENT: Says BNY Mellon Ignored Appeals Court
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the validity of Bank of New York Mellon Corp.'s $312
million secured claim against bankrupt money manager Sentinel
Management Group Inc. will depend on what the U.S. Court of
Appeals in Chicago meant when it said in August that the trustee
"should be able" to void the bank's lien.

The report related that the appeals court last year concluded that
a district judge was wrong to dismiss the Sentinel trustee's
claims against the New York-based bank. The appeals panel sent the
case back to U.S. District Judge James B. Zagel in Chicago, where
Sentinel trustee Frederick Grede filed papers in November
asserting that the bank has no further defenses against claims of
fraudulent transfer and equitable subordination.

Grede based his argument in part on the appeals court's conclusion
that the facts determined by Judge Zagel showed there was actual
intent to hinder, delay or defraud Sentinel's creditors, according
to the report.  Consequently, the appeals court said in the next
sentence, the trustee "should be able" to void the bank's lien.

The appeals court didn't say "must," however, and its choice of
word left the door open for the bank to argue against voiding the
lien, the report further related.  Given that the higher court's
ruling wasn't absolute, BNY argued in January, there's still room
to conclude that the bank none the less should prevail and the
lawsuit should be dismissed once again.

Grede responded, saying the bank is trying to ignore the appeals
court decision by saying the higher court "misapplied" the law,
the report added.  In his latest filing, Grede stressed how the
appeals court determined that the bank got its liens with "actual
intent" to hinder, delay or defraud creditors.

The suit in district court is Grede v. Bank of New York, 08-cv-
02582, U.S. District Court, Northern District of Illinois
(Chicago). The appeal is In re Sentinel Management Group Inc., 10-
03787, U.S. Court of Appeals for the Seventh Circuit (Chicago).

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on
Aug. 17, 2007.  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represented the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed the Fourth Amended Chapter 11 Plan of
Liquidation for Sentinel on Dec. 15, 2008, which created a
Liquidation Trust.  The Plan became effective Dec. 17, 2008, and
Mr. Grede was appointed Liquidation Trustee.


SHOTWELL LANDFILL: LSCG Fund 18 Seeks Protective Order
------------------------------------------------------
LSCG Fund 18, LLC asked U.S. Bankruptcy Judge Stephani
Humrickhouse for a protective order requiring Shotwell Landfill,
Inc. to conduct the deposition of the company at its principal
place of business in Los Angeles, California.

On Jan. 15, Shotwell served LSCG's counsel with a notice,
informing them that it would take the deposition of LSCG on March
10 in Raleigh, North Carolina.

According to LSCG, it never agreed to give its deposition anywhere
other than California, and that it wasn't informed prior to
service of the notice that Shotwell wanted to conduct the
deposition outside California.

LSCG also asked for a protective order modifying or striking the
proposed deposition Topics 2 through 13 in the Jan. 15 notice,
saying they seek irrelevant information.

William Janvier, Esq., an attorney for Shotwell, objected to the
request, arguing that the deposition should take place in North
Carolina because the loans in question were made there and that
BB&T, which sold the debts to LSCG, is located in North Carolina.

Mr. Janvier also said that all of the topics listed in the notice
"are appropriate areas of inquiry and reasonably likely to lead to
the discovery of admissible evidence."

Mr. Janvier complained that the court documents filed by LSCG when
it asked for protective order are incomplete and created a
misleading impression that Shotwell and its lawyers have failed to
respond to LSCG's attempts to resolve their dispute.

LSCG is represented by:

         Thomas W. Waldrep, Jr., Esq.
         Jennifer B. Lyday, Esq.
         WOMBLE CARLYLE SANDRIDGE & RICE, LLP
         One West Fourth Street
         Winston-Salem, NC 27101
         Telephone: 336-747-6631
         Telefax: 336-726-8531
         E-mail: bankruptcy@wcsr.com

                    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.


SHOTWELL LANDFILL: March 25 Hearing on LSCG's Bid to Lift Stay
--------------------------------------------------------------
U.S. Bankruptcy Judge Stephani Humrickhouse will continue on
March 25, at 10:00 a.m., the hearing to consider LSCG Fund 18
LLC's motion for relief from the automatic stay or, in the
alternative, for adequate protection.

LSCG had asked for the termination of the stay in Shotwell's
bankruptcy case, saying its interest in the company's property is
not adequately protected.  LSCG also claimed that it is owed
$14,323,122 by the company.

Shotwell objected to the motion, arguing that the maximum secured
claim that LSCG could have in the case is $2,900,000, with the
remainder of its claim -- $11,423,122 -- as an unsecured claim.

Shotwell also argued that LSCG is not entitled to any adequate
protection payments based on a decrease in value of its collateral
-- the company's property located at 4724 Smithfield Road,
Wendell, North Carolina with a value of $2,900,000.

                    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.


SHOTWELL LANDFILL: Court Asked to Appoint Creditors' Committee
--------------------------------------------------------------
A group of creditors asked U.S. Bankruptcy Judge Stephani
Humrickhouse to appoint a committee that will represent unsecured
creditors in the Chapter 11 cases of Shotwell Landfill, Inc. and
its affiliated debtors.

"Since the cases have been administratively consolidated, it seems
even more important now for a committee to be appointed," the
creditors, which include Holding Oil Company Inc., said in a court
filing.

A creditors' committee has not been appointed due to, in part, the
"untimely return of ballots," according to the creditors group.

William Janvier, Esq., an attorney for Shotwell, objected to the
proposed appointment, saying it is already "too late" and that it
could result in significant expense to the company.

"Such expense is not warranted given the proposed full payment
plan," Mr. Janvier said in court papers filed last week.

Mr. Janvier also said that Holding Oil is the only creditor in the
group that holds a legitimate unsecured claim.

Shotwell, with an estimated $10 million to $50 million in assets
and liabilities, sought Chapter 11 protection in April last year.

Last month, Judge Humrickhouse conditionally approved the
disclosure statement, which explains the reorganization plan
proposed by Shotwell to exit bankruptcy protection.  Judge
Humrickhouse is set to hold a hearing on March 25 to consider
confirmation of the plan.

                      About Shotwell Landfill

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.


SORENSON COMMUNICATIONS: S&P Lowers Corp. Credit Rating to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Salt Lake City-based video relay service provider
Sorenson Communications Inc. to 'D' from 'CCC'.

At the same time, S&P lowered its issue-level rating on the
company's $25 million senior secured first-out revolver and
$550 million senior secured term loan to 'CC' from 'B-', in
accordance with its notching criteria.  The recovery rating on the
debt remains '1', indicating S&P's expectation for very high (90%-
100%) recovery for lenders in the event of a payment default.

The downgrade follows the company's voluntary Chapter 11
bankruptcy filing on March 2, 2014.  The company failed to pay
$38.5 million in interest on its 10.5% $735 million senior secured
notes, due Feb. 1, 2014.  The current capital structure is not
sustainable, as the FCC's June 2013 video relay service (VRS)
reimbursement rate reductions have substantially impaired future
cash flow generation.  The company's $550 million senior secured
term loan matures in October 2014, and the $735 million notes
mature in February 2015.

S&P will closely monitor the bankruptcy proceedings and meet with
management to review their long-term restructuring plan.


SPIRIT AEROSYSTEMS: S&P Lowers CCR to 'BB-'; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Spirit Aerosystems Inc. to 'BB-' from
'BB'.  The outlook is stable.  At the same time, S&P lowered its
issue ratings on the company's $1.2 billion senior secured credit
facility (which comprises a $650 million revolver and a
$550 million term loan) to 'BB+' from 'BBB-'.  The recovery rating
remains '1', which indicates S&P's expectation for very high
recovery (90%-100%) in a payment default scenario.  S&P also
lowered its issue ratings on the company's unsecured debt to 'B+'
from 'BB-'.  The recovery rating remains '5', indicating S&P's
expectation for modest recovery (10%-30%) in a payment default
scenario.

S&P also assigned its 'B+' issue rating and '5' recovery rating to
the proposed $300 million unsecured notes due 2022.  The company
plans to use the proceeds to refinance its existing $300 million
notes due 2017.

"The downgrades reflect weakness in Spirit's profitability, cash
flow, and credit measures, which have resulted from the
$1.7 billion in forward loss charges on new development programs
Spirit has recorded since 2012," said Standard & Poor's credit
analyst Christopher Denicolo.  "The company has taken a number of
actions to address the issues that resulted in these charges, and
we expect that its credit measures will remain weak but should
improve over the next 12-18 months."  Free cash flow will likely
be moderately positive in 2014 as the company's programs shift
from development to production and rates on existing programs
increase causing working capital to become a source of cash.
However, additional problems on new programs could constrain any
improvement.  For 2014, S&P expects debt to EBITDA of 2x-3x and
free operating cash flow (FOCF) to debt of 8%-11%.

The outlook is stable.  S&P expects that increasing production
combined with Spirit's efforts to reduce costs and address
operational issues should result in higher cash flows and a
gradual improvement in credit metrics over the next 12-18 months,
though additional problems could constrain this improvement.

S&P could raise the rating if an improvement in cash flow results
in FOCF to debt above 20% or and debt to EBITDA that remains
within the "intermediate" range; or if an absence of further
material charges results in an improvement in profitability,
resulting in EBITDA margins that are sustainably 10%.

S&P could lower the rating if adverse market conditions or
additional charges or unforeseen problems on new programs keep
weighted average FFO to debt below 30% or FOCF to debt below 15%
on an extended basis.


SPROUTS FARMERS: Moody's Raises CFR to 'Ba3'; Outlook Positive
--------------------------------------------------------------
Moody's Investors Service upgraded Sprouts Farmers Market
Holdings, LLC's Corporate Family Rating and Probability of Default
Rating to Ba3 and Ba3-PD from B1 and B1-PD respectively. Moody's
also upgraded the rating of the company's $318 million senior
secured term loan and $60 million senior secured revolving credit
facility to Ba3 from B1. Additionally, Moody's changed the ratings
outlook to positive from stable and changed Sprouts' speculative
grade liquidity rating to SGL-1 from SGL-2.

"Sprouts' better than expected operating performance and
consistently strong same store sales growth coupled with debt
reduction has resulted in improved credit metrics", said Mickey
Chadha, Senior Analyst at Moody's. "We expect this positive trend
to continue and further improve profitability and credit metrics
in the next 12 to18 months", Chadha further stated.

The following ratings are upgraded:

Corporate Family Rating at Ba3 from B1

Probability of Default Rating at Ba3-PD from B1-PD

$318 million Senior Secured Term Loan maturing 2020 at Ba3
(LGD4, 50%) from B1 (LGD3, 49%)

$60 million Senior Secured Revolving Credit Facility maturing
2018 at Ba3 (LGD4, 50%) from B1 (LGD3, 49%)

Speculative Grade Liquidity Rating at SGL-1 from SGL-2

Ratings Rationale

Sprouts' Ba3 Corporate Family Rating reflects its strong same
store sales growth and operating performance in a challenging
economic and competitive environment, moderate leverage - Moodys'
expect Sprouts' debt to EBITDA for fiscal 2014 to improve to below
4.0 times (including Moody's standard adjustments) as a result of
improved EBITDA coupled with debt reduction - attractive market
niche, and very good liquidity. Rating also reflect its relatively
small scale, financial policy risk and aggressive growth strategy.

The positive rating outlook incorporates Moody's expectation that
Sprouts' same store sales growth will remain strong, liquidity
will remain very good and there will be no material change in
industry conditions or financial policies. Moody's anticipates
credit metrics will continue to improve in the next 12-18 months
as the company continues to grow top line and profitability. The
outlook also reflects Moody's expectation of no material debt
financed shareholder distributions or acquisitions in the next 12-
18 months.

Ratings could be upgraded if there is more visibility with respect
to financial policies and the company demonstrates continued solid
growth in revenues and profitability accompanied by a sustained
improvement in credit metrics. Quantitatively, an upgrade could be
achieved if debt to EBITDA is sustained below 3.5 times and EBITA
to interest is maintained in excess of 3.0 times.

Ratings could be downgraded if debt to EBITDA is sustained above
4.5 times, or if EBITA to interest is sustained below 2.0 times.
Ratings could also be downgraded if the company's same store sales
growth or cash flow deteriorates or if operating performance
indicates loss of customer traffic or if there is a shift towards
a more aggressive financial policy.

Sprouts Farmers Market, Inc. ("Sprouts") is a publicly traded
specialty food retailer headquartered in Phoenix, Arizona. The
company operates 170 stores in 9 states including Arizona,
California, Texas, Colorado, New Mexico, Nevada, Oklahoma, Kansas
and Utah.

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.


SPIRIT AEROSYSTEMS: Moody's Confirms Ba2 CFR, Rates New Notes Ba3
-----------------------------------------------------------------
Moody's Investors Service confirmed the ratings, including the Ba2
Corporate Family Rating (CFR), of Spirit AeroSystems, Inc. Moody's
concurrently assigned a Ba3 rating to Spirit's planned $300
million senior notes due 2022, the proceeds of which will be used
to refinance Spirit's existing $300 million senior notes due 2017.
The rating outlook remains negative. This concludes the review for
downgrade that began on February 6th, 2014.

The following summarizes Moody's ratings and the rating actions
for Spirit AeroSystems, Inc.:

Corporate Family Rating, confirmed at Ba2

Probability of Default Rating, confirmed at Ba2-PD

$650 million senior secured revolver due 2017, confirmed at Ba1,
LGD3, 33%

$550 million senior secured term loan due 2019, confirmed at
Ba1, LGD3, 33%

$300 million senior notes due 2017, confirmed at Ba3, LGD5, 81%

$300 million senior notes due 2020, confirmed at Ba3, LGD5, 81%

$300 million senior notes due 2022, assigned at Ba3, LGD5, 81%

Speculative Grade Liquidity Rating, SGL-3

Ratings Rationale

The confirmation of Spirit's ratings reflects the company's
leading position in the aerostructures market, operating margins
approaching the low double-digit range and credit metrics--
excluding forward loss charges--which are supportive for the
rating category. Importantly, Moody's expects that Spirit will
continue to benefit from its position as a critical supplier to
Boeing on key aircraft including the 737 and 777. This position is
further bolstered by Spirit having life of program production
agreement to build fuselage, wing and other structural components
for these aircraft. The work that Spirit performs on mature Boeing
programs should be highly profitable and cash generative. The
company's ratings are also supported by a favorable long-term
demand outlook for commercial aerospace OEM build rates and
Spirit's content on a diverse set of commercial and military
aerospace platforms from Boeing, Airbus, Gulfstream and others -
although Moody's notes that Boeing is the largest customer
(represented 84% of 2013 revenue as of December 2013). Spirit also
has an increasingly important role with Airbus, so the
concentration to Boeing should lessen over time - particularly as
the A350XWB, Airbus' wide-body for which Spirit will build the
center fuselage and a major wing structure, is scheduled to enter
service mid-decade. The rating agency anticipates that production
of key Boeing platforms (737 and 787) will begin to ramp-up during
the intermediate-term. This should help to strengthen Spirit's
margins and cash generation.

However, the benefits of these operating and competitive strengths
are moderated by the sizable, forward loss charges that Spirit has
incurred on more recently acquired contracts. These charges
amounted to $1.1 billion and $645 million in 2013 and 2012, and
relate to the company's severely underestimating the costs
associated with the newly acquired business. Moody's believe that
Spirit's new management has made significant progress in efforts
to contain the future earnings and cash flow impact associated
with these new contracts. These corrective actions, combined with
the anticipated ramp-up in Boeing--related business, should
support a less volatile operating position ahead and further
improvement in Spirit's credit metrics.

The negative rating outlook recognizes that Spirit, despite the
corrective actions already taken, must demonstrate the
effectiveness of its efforts to better manage the ramp-up and
execution process tied to the contracts for which it recognized
the forward loss charges. The magnitude of the forward loss
charges, with cumulative charges of approximately $2.0 billion
between 2011 to 2013, reflects operational complexity of managing
multiple aircraft development projects simultaneously and cost
pressures to come from an already-strained supply chain.

Stabilization of the rating outlook would depend on the
achievement and expectation of steady operating performance
whereby reported operating profit margin would be about 10% or
higher and the company's free cash flow to debt ratio would be
sustained in the double digit percentage range. Downward rating
pressure would follow a continuation of materially-sized forward
loss charges, or low free cash flow or a weaker liquidity profile.

The Speculative Grade Liquidity rating of SGL-3, denoting adequate
liquidity, reflects the company cash position of $420 million and
nearly full availability under its $650 million revolving credit
facility. This $1.1 billion in liquidity sources, combined with
expectation of free cash generation near-term should provide
adequate coverage of the company debt maturities which are only
about $17 million during the next twelve months.

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

Spirit AeroSystems, Inc., headquartered in Wichita, Kansas, is an
independent non-OEM designer and Tier-1 manufacturer of commercial
aircraft aerostructures. Components include fuselages, pylons,
struts, nacelles, thrust reversers, and wing assemblies, primarily
for Boeing but also for Airbus, Gulfstream and others. Revenues
were approximately $6 billion for the twelve months ended December
13, 2013.


STERLING BLUFF: U.S. Trustee Unable to Form Committee
-----------------------------------------------------
The United States Trustee said that an official committee under
11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case
of Sterling Bluff Investors, LLC.

The United States Trustee has attempted to solicit creditors
interested in serving on the Unsecured Creditors' Committee from
the 20 largest unsecured creditors.  After excluding governmental
units, secured creditors and insiders, the U.S. Trustee has been
unable to solicit sufficient interest in serving on the Committee,
in order to appoint a proper Committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.

                     About Sterling Bluff

Sterling Bluff Investors, LLC, a Georgia limited liability company
formed for the purpose of acquiring and owning lots in a
subdivision known as the Ford Plantation, Bryan County, Georgia,
and also certain club memberships in the Ford Plantation Club,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Ga. Case No. 14-40200) in Savannah, Georgia, on Feb. 3, 2014.

The Debtor's counsel is Austin E. Carter, Esq., at Stone & Baxter,
LLP, in Macon, Georgia.

In its petition, the Debtor estimated assets and debt of
$10 million to $50 million.  The petition was signed by Michael
Greene, manager.


STRATHMORE GROUP: GA Keen Sells New York City Apartment Building
----------------------------------------------------------------
GA Keen Realty Advisors, LLC, the real estate division of Great
American Group, Inc., sold a 44,333 square-foot, multi-family
apartment building in Woodside, Queens.  The seller, Strathmore
Group, LLC, debtor-in-possession, filed for Chapter 11 bankruptcy
in September 2013. The six-story building is located at 37-06 69th
St. and includes 54 fully occupied units.

"We are extremely pleased with the outcome of the auction
conducted by GA Keen Realty Advisors," said Albert A. Ciardi, III,
attorney for Strathmore Group.  "Within a month, GA Keen Realty
Advisors was able to generate a great deal of interest from
qualified investors. They managed the process flawlessly and
helped the bankruptcy estate achieve the highest and best value
for the property."

In January, Strathmore Group presented a stalking horse contract
to the Bankruptcy Court for approval.  Pursuant to the stalking
horse contract, the buyer, Bliss Street, LLC, was to purchase the
property for $8 million.  GA Keen Realty Advisors was engaged in
January to market the stalking horse contract for overbids.  As of
the Feb. 25 bid deadline, their efforts generated six qualified
overbids.

At a spirited auction on Wednesday, Feb. 26, conducted by Matthew
Bordwin, Co-President of GA Keen Realty Advisors, Bliss Street was
declared the winning bidder at a price of $10.45 million, thirty
percent more than its stalking horse contract price, or $2.45
million.  On Thursday, Feb. 27, the United States Bankruptcy Court
for the Eastern District of New York approved the sale.  The
closing is expected to occur in March.

For more information about the property, call 646-381-9222 or
email Harold Bordwin or Matthew Bordwin at
hbordwin@greatamerican.co or mbordwin@greatamerican.com
respectively.


STREAM GLOBAL: S&P Withdraws 'B+' CCR Following Sale Completion
---------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including the 'B+' corporate credit rating, on Wellesley, Mass.-
based call center outsourcing services provider Stream Global
Services Inc.

The rating withdrawal reflects the purchase of Stream Global by
Cincinnati-based call center operator Convergys Corp.  In
connection with the merger and redemption of the existing
outstanding senior notes, S&P has withdrawn all ratings on Stream
Global.


SUN VALLEY DAIRY: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

   Debtor                                    Case No.
   ------                                    --------
   Sun Valley Dairy, LLC                     14-10639
   P.O. Box 1929
   Anthony, NM 88021

   Baja Ranch, LLC                           14-10637
   P.O. Box 1929
   Anthony, NM 88021

   Sun Valley Dairy LLC                      14-10635
   P.O. Box 1929
   Anthony, NM 88021

   River Valley Dairy, LLC

Chapter 11 Petition Date: March 4, 2014

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Hon. David T. Thuma

Debtors' Counsel: George M Moore, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: mbglaw@swcp.com


                     - and -

                  Bonnie Bassan Gandarilla, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: mbglaw@swcp.com

                    - and -

                  Daniel J Behles, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  3800 Osuna Rd NE, Ste #2
                  Albuquerque, NM 87109
                  Tel: 505-242-1218
                  Fax: 505-242-2836
                  Email: dan@behles.com

                                    Estimated   Estimated
                                      Assets      Debts
                                   -----------  -----------
Sun Valley Dairy                    $1MM-$10MM   $1MM-$10MM
Baja Ranch, LLC                     $1MM-$10MM   $1MM-$10MM
Sun Valley Dairy LLC                $1MM-$10MM   $1MM-$10MM

The petitions were signed by Bruce Bonestroo, managing member.

A list of Sun Valley Dairy's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/nmb14-10639.pdf

A list of Baja Ranch's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nmb14-10637.pdf

A list of Sun Valley Dairy, LLC's 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/nmb14-10635.pdf


SYNAGRO TECHNOLOGIES: Pa. Residents Challenge Sludge Permits
------------------------------------------------------------
Law360 reported that several Pennsylvania residents filed a
challenge to sewage sludge permits granted to a subsidiary of
bankrupt Synagro Technologies Inc. with the state's environmental
hearing board, saying the sludge could potentially contaminate
their drinking water and harm endangered species.

According to the report, 10 residents and citizens group Sludge
Free UMBT are appealing permits granted on Jan. 18 to Synagro Mid-
Atlantic Inc. by the Pennsylvania Department of Environmental
Protection, which allowed the company to spread biosolids on three
farms in Upper Mount Bethel Township owned by a former Northampton
County Councilman.

                         About Synagro

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.
The lead debtor estimated assets and debts at $10 million to
$50 million.  Synagro Technologies disclosed $8,714,426 in assets
and $430,489,161 in liabilities.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.  It was acquired in April 2007 by Carlyle in a
$741 million transaction.

Synagro is being advised by Mark S. Chehi, Esq., at the law firm
of Skadden Arps Slate Meagher & Flom, along with financial adviser
AlixPartners and investment bankers Evercore Partners.  Kurtzman
Carson & Consultants serves as notice and claims agent.

No creditors' committee has been appointed in the cases by the
United States Trustee.

The Plan is sponsored by Synagro Infrastructure Company, Inc., and
is intended to effectuate the Plan Sponsor's acquisition of the
Debtors' business in exchange for approximately $480 million,
including Cash of approximately $465 million, and the assumption
of certain liabilities.  The existing Equity Interests in Synatech
and Synagro Drilling will be cancelled.  The Synatech New Common
Stock will be issued to the Plan Sponsor, and the Drilling New
Common Stock will be issued to DrillCo.

The Effective Date under Synagro Technologies, Inc. and its
affiliated debtors' Second Amended Joint Chapter 11 Plan of
Reorganization occurred on August 22, 2013, according to a notice
filed with the U.S. Bankruptcy Court for the District of Delaware.
The Plan was confirmed on Aug. 20.


TALBOTS INC: Moody's Assigns 'B3' CFR & Rates 1st Lien Debt 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Talbots, Inc., as well as a B2 rating to the company's proposed
$255 million first lien term loan, and a Caa1 rating to the
proposed $100 million second lien term loan. The rating outlook is
stable. This is a first-time rating of Talbots.

"Proceeds from the proposed financing will be used primarily to
pay a sizeable dividend to ownership, as well as repay Talbots'
legacy debt, and provide improved balance sheet liquidity," stated
Moody's Vice President Charlie O'Shea. "Moody's notes that the
proposed distribution to sponsor/owner Sycamore Partners is well
in excess of the original equity contribution at the time of the
acquisition in the fall of 2012."

Ratings Assigned:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  $255 million first lien term loan at B2/LGD3-37%

  $100 million second lien term loan at Caa1/LGD4-66%

Talbots B3 Corporate Family Rating reflects its aggressive pro
forma capitalization, with lease adjusted leverage approximating
7.0 times, and Moody's expectation that this metric will remain in
excess of 6.0 times over the intermediate term. The rating also
considers the company's financial sponsor ownership, and the
likelihood that financial policies could result in a sustained
weak overall credit profile. Talbots has markedly turned around
its earnings since being acquired by Sycamore Partners in August
2012, primarily through improved inventory management and SG&A
reduction. Moody's expects a number of these initiatives to
continue to cycle through during 2014, boosting Talbots' operating
earnings. Nonetheless, the company remains in the early stages of
recovering its operating earnings and margins towards historical
levels, and remains challenged by a still-soft retail environment
and increasingly competitive landscape. The rating benefits from
Talbots' scale, with revenues in excess of $1 billion, brand
awareness, and geographical diversification across the U.S. The
company's multi-channel capabilities, which include a flexible
direct to consumer business model, is also positive to the credit.

The stable outlook reflects an expectation for modest improvement
in debt protection metrics over the next year, particularly as the
company begins to cycle certain 2013 cost saving initiatives.
Nonetheless, the level of improvement needed to generate positive
rating momentum is likely longer term in nature, and predicated
more heavily on the company's ability to improve its revenue and
comparable sales performance.

Ratings could be upgraded if the company can demonstrate
consistent positive same store sales growth while maintaining
recent margin improvements, which would evidence that the
company's merchandising strategies are resonating with consumers.
Quantitatively, a ratings upgrade would require an expectation for
debt/EBITDA sustained below 6.0 times.

Ratings could be downgraded if cash interest coverage were to
approach 1.0 times, or if liquidity were to erode.

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


TALBOTS INC: S&P Assigns 'B' CCR & Rates $255MM 1st-Lien Loan 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Hingham, Mass.-based specialty apparel retailer
Talbots Inc.  The outlook is stable.  S&P assigned a 'B' issue-
level rating to the company's $255 million first-lien term loan
with a '3' recovery rating, indicating its expectation of
meaningful (50%-70%) recovery in the event of a payment default.
At the same time, S&P assigned a 'CCC+' issue-level rating to the
company's $100 million second-lien term loan with a '6' recovery
rating, indicating its expectation for negligible (0%-10%)
recovery in the event of payment default.

According to the company, it will use proceeds from first- and
second-lien term loan issuance to repay existing debt and fund a
dividend to its sponsors.

"The ratings on Talbots reflect our assessment of the "weak"
business risk profile and "highly leveraged" financial risk
profile," said credit analyst David Kuntz.  "The business risk
profile incorporates our view of the company's participation in
the highly competitive and widely fragmented specialty apparel
industry.  We believe the company is a medium size player in this
segment but does not have appreciable size, scale, or scope."

The stable outlook reflects S&P's view that the company will
continue to benefit over the next few quarters because of the
strategic initiatives implemented over the past few years.  S&P
believes its re-engagement with the core customer, refined
promotional program, good inventory controls, and cost reductions
will result in modestly positive revenue growth and moderate
EBITDA gains over the next 12 months.  S&P forecasts credit
protection measures will strengthen slightly because of improved
performance rather than any meaningful debt reduction.  In S&P's
view, credit protection measures will remain weak and commensurate
with a "highly leveraged" financial risk profile over the next
year.  The stable outlook also incorporates S&P's view that future
debt-financed dividends are possible in the future.

Upside Scenario

S&P could raise the rating if the company is able to strengthen
operations meaningfully ahead of its forecast because of an
enhanced product offering that leads to an increase in traffic and
full-priced sales.  Under this scenario, total revenue growth
would be in the upper-single digits and margins would expand by
more than 150 basis points (bps).  At that time, leverage would be
in the low-4x area, FFO to total debt would approach 20%, and
interest coverage would be in the high-3x range.  An upgrade would
also be predicated on S&P's view that financial policies have
moderated and credit protection measures would be sustainable at
those levels.

Downside Scenario

S&P could lower the rating if performance falters because of the
resurgence of merchandise issues or a sharp erosion in consumer
spending.  Under this scenario, total revenues would decline in
the low-single digits and margins would contract by around 200
bps.  This would result in leverage around 6x, FFO to total debt
under 10%, and interest coverage in the mid-2x area.
Additionally, any future debt-financed dividends that increase
leverage to this level could also negatively affect the rating.


TESORO CORP: S&P Assigns 'BB+' Rating to $300MM Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '3' recovery rating to Tesoro Corp.'s proposed
$300 million senior unsecured notes due 2024.

The recovery rating of '3' indicates our expectation of meaningful
(50% to 70%) recovery if a payment default occurs.  The company
intends to use net proceeds, together with cash on hand, to fund
the redemption of all of its 9.75%, $300 million notes due 2019,
and to pay any fees and expenses related to the offering.

San Antonio-based Tesoro Corp. is one of the largest independent
petroleum refining and marketing companies in the western U.S.
Tesoro owns and operates six refineries with 850,000 barrels per
day of capacity, a crude oil and refined products logistics
partnership, and a wholesale and retail refined products
distribution business.  S&P's corporate credit rating on Tesoro
Corp. is 'BB+', and the outlook is stable.

RATINGS LIST

Tesoro Corp.
Corporate credit rating             BB+/Stable/--

New Rating
$300 mil senior unsecured notes     BB+
Recovery rating                     3


THINKFILM LLC: Hollywood Reporter Hit With $150MM Defamation Suit
-----------------------------------------------------------------
Law360 reported that film financier David Bergstein filed a $150
million defamation suit in New York state court accusing The
Hollywood Reporter of advocating for his adversary in its coverage
of a bankruptcy dispute in return for special access and payments
to a reporter.

According to the report, the film investor claims that THR and
parent company Prometheus Global Media LLC effectively acted as
spokespersons for Bergstein's former business associate David
Molner, the principal behind Cayman Islands mutual fund Aramid
Entertainment Fund Ltd.

                        About Thinkfilm LLC

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


TUFF FLORIDA: S&P Lowers Rating on 2009 Revenue Bonds to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Brevard
County, Fla.'s series 2009 industrial development revenue bonds,
issued for TUFF Florida Tech LLC, one notch to 'BB+' from 'BBB-'.
The outlook is stable.

The rating on the series 2009 bonds reflects Standard & Poor's
assessment of Florida Institute of Technology's (Florida Tech)
general obligation (GO) debt rating.  Therefore, the downgrade
reflects Standard & Poor's opinion of Florida Tech's significant
event-driven risk and potential liquidity exposure from last
year's debt restructuring and, what Standard & Poor's considers,
the institution's slim balance sheet for the 'BBB' rating
category.  In the rating service's opinion, Florida Tech has
insufficient liquid resources to cover its balance sheet and off-
balance sheet debt in the event of payment acceleration, which is
more reflective of a lower rating.  Its slim financial resource
ratios, potential acceleration risk, and insufficient liquid
resources to meet a liquidity crunch resulted in a weaker
financial profile Standard & Poor's considers more commensurate
with other 'BB+' rated institutions.

"We believe that over the next two years, on-campus enrollment
will likely remain stable or grow and that the institute will
likely continue to generate unrestricted operating surpluses.  We
expect management to use surpluses to strengthen the balance
sheet. We also expect housing occupancy to remain stable or
increase," said Standard & Poor's credit analyst Emily Avila.  "We
believe additional new debt or debt-like financial obligations
without a commensurate build up in financial resources could
result in our revising the outlook to negative or our lowering the
rating further.  Deficit operations, weakening financial
resources, or substantial enrollment decreases could also lead to
our lowering the rating further or our revising the outlook to
negative.  In our view, a positive rating action during the
outlook's two-year period is unlikely due to the institution's
financial resource ratios and event-driven liquidity risk."

Florida Tech's historically positive operating surpluses,
supported by healthy increases in net tuition revenue, which the
rating service expects to continue in fiscal 2014, and niche in
engineering and sciences, which generates good demand, support the
rating.  The rating service also believes Florida Tech's recent
shift to traditional undergraduate on-campus enrollment from
significant online enrollment will lead to more-moderate, but
stable, enrollment growth.

Standard & Poor's understands TUFF used bond proceeds to build or
refinance the construction of housing, parking, student services,
and academic facilities on the Florida Tech campus in Melbourne.
A lease agreement between Florida Tech and TUFF Florida Tech LLC,
under which the institution agrees to make annual lease payments,
secures the bonds.


WATERFRONT OFFICE BUILDING: Debtors' Reorganization Plan Confirmed
------------------------------------------------------------------
Judge Alan H. W. Shiff late last month entered an order confirming
the Third Amended Plan of Reorganization proposed by Waterfront
Office Building, LP and Summer Office Building, LP.

The Plan, filed Feb. 14, 2014, provides that claims and interests
will be treated as follows:

   -- Holders of secured tax claims amounting to $373,000 will
receive deferred cash payments over a period not to exceed five
years from the Petition Date in an aggregate amount equal to the
allowed amount of the claims, plus interest from the Petition Date
through the date the claims are paid in full at the rate of 18
percent per annum.

   -- DG Hyp Bank, which asserts a $55 million secured claim, will
have its claim satisfied through (i) after the Effective Date, the
Reorganized Debtor will pay to DG Hyp $33 million, and (ii) the
parties will exchange customary mutual general releases of all
claims.  DG Hyp will receive no payment or other consideration on
account of its $22 million general unsecured claim.

   -- Holders of general unsecured claims totaling $350,000 will
receive a payment equal to 100% o their allowed claims on the
first anniversary of the Effective Date plus a payment of 5
percent interest accruing on its allowed claim from the Effective
Date through the date of distribution.

   -- Holders of tenant claims amounting to $600,000 will be paid
in full plus interest at the Case Interest Rate.

   -- Holders of interests will be permitted to retain their
interests and will make equity contributions as necessary so that
the Reorganized Debtor is able to satisfy the claim of DG-Hyp
pursuant to the Plan.

A copy of the Plan is available for free at:

   http://bankrupt.com/misc/Waterfront_Office_3rd_A_Plan.pdf

The Court's order confirming the Plan provides that the Debtors
are required to file a final report with an application for final
decree no later than March 18, 2014, unless that time is extended
by the court.

                       Competing Plans

The Plan confirmed by the bankruptcy court was the one proposed by
the Debtor.  DG-Hyp had proposed a competing plan.

The DG-Hyp Plan proposes to pay all creditors in full on or around
the Effective Date.  DG Hyp, owed in excess of $55 million, has
recently had the Properties appraised as having a value of
$41,200,000, leaving DG Hyp with a large deficiency claim
estimated at approximately $14,472,000.  DG Hyp will receive the
deeds of the properties, and DG Hyp will waive its deficiency
claim.  Unsecured creditors will be paid in full from the
$3,500,000 held in the Debtors' accounts reserved for DG Hyp.
Pursuant to DG Hyp's plan, equity holders won't receive anything
and their interests will be extinguished.

               About Waterfront Office Building &
                      Summer Office Building

Stamford, Conn.-based Waterfront Office Building, LP, filed a
voluntary Chapter 11 petition (Bankr. D. Conn. Case No. 12-52121)
in Bridgeport on Nov. 27, 2012, listing $50 million to $100
million in both assets and debts.  The Debtor owns a 206,186
square foot multi-tenant office building on 8.1 waterfront acres
with two on site restaurants and an adjacent 71-slip marina.

Summer Office Building, LP, also filed for Chapter 11 (Bankr. D.
Conn. Case No. 12-52122), listing $10 million to $50 million in
assets and $50 million to $100 million in debts.

Judge Alan H.W. Shiff oversees the Chapter 11 cases.  The
petitions were signed by Paul Kuehner, manager of managing member
of sole member of Debtor's GP.

DG Hyp is represented by John Carberry, Esq., at CUMMING &
LOCKWOOD LLC, in Stamford, Connecticut; and Deborah J. Piazza,
Esq., at Tarter Krinsky & Drogin LLP, in New York.


WESTERN CAPITAL PARTNERS: Must Amend Plan Outline by March 11
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado on Feb. 25
convened a hearing to consider approval of the disclosure
statement explaining Western Capital Partners, LLC's proposed
Chapter 11 plan.

The Bankruptcy Judge ruled that the disclosure statement must be
amended by the Debtor as described on the record and filed on or
before March 11, 2014.  Objections to the disclosure statement are
due March 17, 2014.  If no objections are received, the Debtor
shall contact chambers for a confirmation hearing date.

Prior to the Feb. 25 hearing, Community Banks of Colorado filed an
objection, saying that the Disclosure Statement is lacking
material information, analysis and projections necessary for
creditors to understand the adequacy of the Debtor's restructuring
efforts and the treatment that the Plan will afford to creditors'
claims.

Community Banks also pointed out that it is not clear what assets
or value would be preserved for the benefit of equity (to the
exclusion of Class 6 general unsecured creditors) as opposed to
the potential value of the litigation proceeds that Class 6 is
supposed to receive under the Plan.  There is no information
regarding the litigation costs or the current status of pending
litigation in order to evaluate the potential litigation proceeds

The bank further pointed out that the Disclosure Statement does
not give any evidence of the financial wherewithal of equity to
fund the Plan as contemplated, or even the amount of the funding
required.

NBH Bank, N.A., doing business as Community Banks of Colorado, is
represented by:

         Christopher J. Dawes, Esq.
         Dominic H. Rivers, Esq.
         FOX ROTHSCHILD LLP
         1225 17th Street, Suite 2200
         Denver, CO 80202
         Tel: (303) 292-1200
         E-mail: cdawes@foxrothschild.com
                 drivers@foxrothschild.com

                     About Western Capital

Western Capital Partners LLC filed a bare-bones Chapter 11
petition (Bankr. D. Col. Case No. 13-15760) in Denver on April 10,
2013.  The Englewood-based company estimated assets and debt of
$10 million to $50 million.  Judge Michael E. Romero presides over
the case.

The Debtor is represented by Jeffrey A. Weinman, Esq., at Weinman
& Associates, P.C.  Eason Rohde, LLC, is litigation counsel to the
Debtor.  Strauss & Malk, LLP, is also litigation counsel to the
Debtor pertaining to a foreclosure case in the Circuit Court of
Cook County, Illinois.


WESTFIELD ESTATES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Westfield Estates, L.P.
        6750 Locke Ave., Suite 103-B
        Fort Worth, TX 76116

Case No.: 14-40995

Chapter 11 Petition Date: March 4, 2014

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

Judge: Hon. Michael D. Lynn

Debtor's Counsel: Michael Kerry Russell, Esq.
                  LAW OFFICE OF MICHAEL RUSSELL
                  9110 Scyene Road
                  Dallas, TX 75227
                  214/828-9911

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.


XTREME POWER: Court Approves March 20 Auction for Assets
--------------------------------------------------------
Xtreme Power Inc., and its debtor affiliates won approval from the
U.S. Bankruptcy Court for the Western District of Texas, Austin
Division, of bidding procedures in connection with the sale of
substantially all of their assets by public auction.

Under the terms of the DIP Facility, Horizon Technology Finance
Corporation, the DIP Lender, will serve as an initial stalking
horse bidder that will purchase substantially all assets for the
price of its pre- and postpetition debt, plus the debt of Silicon
Valley Bank, the Debtors' senior-most secured lender.  As of the
Petition Date, the outstanding amount under the Prepetition Note
with Horizon was approximately $6.8 million.  As of the Petition
Date, the outstanding amount under the Loan Agreement with Silicon
Valley was approximately $500,000.

Pursuant to the Court-approved procedures, in the event that the
Debtors receive one or more qualified bids by March 18, 2014, the
Debtors will conduct an auction on March 20, 2014.  The auction
will commence at 9:00 a.m. prevailing Central time on March 20,
2014, at Baker Botts L.L.P., 98 San Jacinto Boulevard Suite 1500
Austin, Texas.

The Court will conduct a sale hearing at 10:00 a.m. prevailing
Central time on March 31, 2014.  Sale objections are due March 24.

Initial bids must be submitted by March 18 to any of the following
representatives of the Debtors: (1) Peter S. Kaufman and David L.
Herman, Gordian Group LLC, 950 Third Avenue, NY, NY 10022; (2)
Shelby A. Jordan and Nathaniel Peter Holzer, Jordan, Hyden,
Womble, Culbreth & Holzer P.C., 500 N. Shoreline Blvd, Suite 900,
Corpus Christi, Texas 78471; (3) Steve Tyndall, Baker Botts
L.L.P., 98 San Jacinto Boulevard Suite 1500 Austin, Texas 78701-
4078; or (4) Omar J. Alaniz, Baker Botts L.L.P., 2001 Ross Avenue,
Dallas, Texas 75201.

A copy of the court order and the auction procedures is available
for free at:

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

                        About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtors have tapped Jordan Hyden Womble & Culbreth
& Holzer, P.C., as bankruptcy attorneys, Baker Botts L.L.P. as
special counsel, and Gordian Group, LLC, as investment banker and
financial advisor.

An Official Committee of Unsecured Creditors appointed in the case
has retained Hohmann, Taube & Summers, L.L.P. as counsel.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.


XTREME POWER: Opposes First Wind's Bid for Stay Relief
------------------------------------------------------
First Wind Holdings, LLC, which uses Xtreme Power Inc.'s storage
systems for its wind power projects in Hawaii, filed with the
bankruptcy court last month an expedited motion for relief from
stay.

First Wind, which asserts an estimated $50,000,000 in claims
against the Debtors, says "cause" exists for the Court to
terminate, annul, modify, or condition the automatic stay to allow
First Wind to continue to use, access, and take possession of
software and other intellectual property assets and to allow First
Wind to exercise its contractual rights under the agreements with
the Debtors.  First Wind is also seeking adequate protection of
its interests.

Under the agreements, the Debtors were obligated to provide
batteries and other battery energy storage system ("BESS")
operations and maintenance ("O&M") and related services for two
First Wind's wind energy projects, one located in Oahu, known as
the "Kahuku Wind Power Project," and the other in Maui, known as
the "KWP II Wind Power Project."  First Wind claims rights in or
to certain documents, systems, analyses, software, drawings,
specifications, source code, and other such technology,
information and intellectual property ("IP").

First Wind says that the on-going operations of the KWP II Wind
Power Project are heavily dependent for safety and operational
reasons on the software, drawings and specifications, source code
and other such technology and intellectual property to which First
Wind is entitled.

First Wind says that a fire erupted on August 1, 2012 causing
catastrophic damages at the Kahuku Wind Power Project.  First Wind
asserts that the root cause of such fire was the BESS designed,
installed, and operated by the Debtors.  The KWP II Wind Power
Project uses a BESS that is substantially similar in design,
construction, and function to that at the Kahuku Wind Power
Project.

According to First Wind, the immediate focus is on (a) creation of
a request for proposal ("RFP") for a replacement provider of the
Debtors' O&M; (b) creation of an RFP for a design or re-design of
the BESS and a fire suppression system; and (c) creation of an RFP
to solicit a battery replacement supplier for the batteries
formerly manufactured by the Debtors.

"Under the bid procedures [for the sale of the Debtors' assets],
First Wind will have approximately one month to find and train a
replacement O&M provider should First Wind's Agreements not be
assumed and assigned to the successful bidder.  Once First Wind
receives the needed IP, First Wind estimates that it will take at
least two to three weeks for the RFP to be drafted and circulated
and have inquiries answered, with an additional 30 days needed to
negotiate an agreement.  This will leave little, if any, time for
training.  The timeline related to fire prevention and/or
suppression efforts is somewhat longer but the urgency is, in the
judgment of First Wind, greater.  From the time First Wind
receives the needed IP, the RFP process, and design and
installation of the fire suppression system is estimated to take
eight to eighteen months.  The risk is not of a small fire but of
a catastrophic event.  Regardless of whether the Debtors or First
Wind agree on the root cause of the August 1, 2012 fire, clearly
the Debtors and First Wind should be committed to taking every
reasonable effort to prevent a fire from happening again.  Time is
truly of the essence," First Wind tells the Court.

First Wind is represented by:

         Meghan E.B. DeBard
         Deborah D. Williamson
         COX SMITH MATTHEWS INCORPORATED
         112 E. Pecan Street, Suite 1800
         San Antonio, Texas 78205
         Tel: (210) 554-5500
         Fax: (210) 226-8395
         E-mail: dwilliamson@coxsmith.com
                 mdebard@coxsmith.com

               - and -

         George H. Tarpley
         COX SMITH MATTHEWS INCORPORATED
         1201 Elm Street, Suite 3300
         Dallas, Texas 75270
         Tel: (214) 698-7800
              (214) 698-7899
         E-mail: gtarpley@coxsmith.com

                Debtors' and Committee's Objections

In its objection, the Debtors pointed out that First Wind has not
sought the assumption or rejection.  Instead, First Wind seeks to
impose on the estate the financial obligations of its concept of
"adequate protection" by demanding full contract performance
during the period prior to the assumption or rejection.

The Debtors point out that according to the demands of First Wind,
if the Debtors do not continue full contract performance then
First Wind is entitled to relief from the automatic stay
suggesting that the interests of 11 U.S.C. Sec. 365(n) force a
Debtor to continue full performance of a contract that involves
intellectual property.

According to Shelby A. Jordan, counsel to Jordan, Hyden, Womble,
Culbreth & Holzer, P.C., "First Wind has failed to demonstrate
that it is entitled to relief under Section 365(n) of the
Bankruptcy Code.  Section 365(n) of the Bankruptcy Code, by its
terms, is only triggered upon a rejection of an executory contract
that is subject to such provision.  The Debtors have not sought
authority to reject such contract.  Further, the bidding
procedures order is expressly subject to the rights of First Wind
pursuant to section 365(n) of the Bankruptcy Code.  Finally, First
Wind is not entitled to adequate protection pursuant to section
363(e) of the Bankruptcy Code because the Debtors are performing
their obligations pursuant to the applicable agreements as
required by Sec. 365(n)(4)."

Debtor Xtreme Power Systems, LLC, also responds to First Wind's
demand for adequate protection, by way of the "offer" of adequate
protection that all "services" required pursuant to the contracts
needed to maintain the value of these contracts pending assumption
or rejection would be, and are being, timely performed.

The Official Committee of Unsecured Creditors, adopting the
arguments made by the Debtors, says First Wind's motion should be
denied.

The Committee is represented by:

         HOHMANN, TAUBE & SUMMERS, LLP
         Morris D. Weiss, Esq.
         Eric J. Taube, Esq.
         Mark C. Taylor, Esq.
         Morris D. Weiss, Esq.
         100 Congress Ave., Suite 1800
         Austin, Texas 78701
         Tel: 512 472 5997
         Fax: 512 472 5248
         E-mail: erict@hts-law.com
                 markt@hts-law.com
                 morrisw@hts-law.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.  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, and Gordian Group, LLC, as investment banker and
financial advisor.

An Official Committee of Unsecured Creditors appointed in the case
has retained Hohmann, Taube & Summers, L.L.P. as counsel.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.


XTREME POWER: First Wind to Take Possession of Spare Batteries
--------------------------------------------------------------
Bankruptcy Judge H. Christopher Mott approved a stipulation among
debtors Xtreme Power Inc., Xtreme Power Grove, LLC, and Xtreme
Power Systems, LLC; lender Horizon Technology Finance Corporation;
and First Wind Holdings LLC, over the disposition of spare
batteries the Debtors provide to First Wind.

The parties agree that it is in their best interest for First Wind
to fund the release of the Batteries and for First Wind to take
possession of the Batteries.

Pre-bankruptcy, the Debtors entered into a deal to provide spare
batteries for energy storage services in connection with First
Wind's wind energy project known as the "KWP II Wind Power
Project" located on Maui.  The documents relating to the KWP II
Wind Power Project transaction include the (1) Turnkey Equipment
Purchase and Installation Agreement, dated as of November 30,
2010; (2) a Service and Maintenance Agreement; and (3) a Three-
Party Escrow Service Agreement dated effective as of August 26,
2011.

None of the Agreements have been made the basis of any contested
matter to assume or reject but may be the subject of a potential
Sec. 363 Sale process.  First Wind owns the controlling interest
in KWP II.

Pursuant to one or more terms in the KWP II Equipment Agreement or
the KWP II Service Agreement, First Wind is obligated to pay the
Debtors a quarterly fee in advance for services and the provision
of parts.  First Wind has paid the quarterly fee due January 31,
2014, covering services to be provided in January, February, and
March 2014, including provision of replacement batteries.

There currently are approximately 300 batteries of the kind and
type necessary for First Wind's operations detained in port at
Kahului for lack of payment by the Debtors of certain charges for
demurrage or storage.  The Batteries have been detained for 30
days, with the Debtors incurring storage fees of approximately
$50.00 per day.  In addition to the estimated $8,000.00 in costs
owed for shipping, accrued storage fees are approximately
$1,500.00.

First Wind is concerned that the useful life of the Batteries is
limited and, to be recoverable, the Batteries must be re-charged
within approximately the next 30 days.  Thus, time is of the
essence in releasing the Batteries from port.  Both the Debtors
and First Wind have an operational interest in First Wind using
the Batteries, and in particular, if the contracts with First Wind
are assumed.

The Debtors claim that the Batteries are property of their
Estates, but desire to preserve these assets whether or not the
Debtor determines that it is in the best interest of the Estates
to assume or reject the First Wind contracts.

The Lender claims a lien on the Batteries, which may be subject to
the bailment, demurrage, maritime, shipping, or similar liens
accrued or accruing.

Pursuant to the Stipulation, KWP II will pay to the party to which
the shipping costs are owed the full amount of shipping costs due
and owing, such amount being approximately $8,000.00, which amount
shall be an allowed administrative claim against the Estates and
may be the subject to a right of offset or credit for the amount
actually paid.

KWP II will pay to the party to which the storage costs are owed
the full amount of all storage fees, at the rate of $50.00 per
day, accrued through and including the day and time KWP II takes
possession of the Batteries.

Accrued amounts for storage fees are approximately $1,700.00,
which amount shall be an allowed administrative claim against the
Estates and may be the subject to a right of offset or credit for
the amount actually paid.

Upon First Wind's payment, it will have the right to full and
complete possession of (but not title to) the Batteries including,
but not limited to, the right to arrange for and to transport the
Batteries by land from Kahului port to First Wind's KWP
II Wind Power Project facility and to arrange for and provide and
pay for any other needed transportation, such as forklifting,
trucking, loading, unloading, or the like, subject in all things
to the continuing jurisdiction of the Bankruptcy Court (such
amounts shall also constitute "Shipping Fees", which amounts paid
shall be an allowed administrative claim against the Estates and
may be the subject to a right of offset or credit for the amount
actually paid).

Upon First Wind's proper possession of the Batteries, its use of
the Batteries will be governed by the terms of the Agreements.

Upon First Wind's payment, the Debtors and Lender will not waive
any rights they may have in or to the Batteries while they are in
storage at First Wind's KWP II Wind Power Project facility, but
shall acknowledge and agree that the payment for the possession of
the Batteries shall be an administrative claim which may be
charged against the value of the Batteries, but not otherwise,
until the Bankruptcy Court shall determine (i) whether the First
Wind Agreements may be assumed, and the issues related to the
Batteries are determined based on that assumption; (ii) whether
the First Wind Agreements may be rejected, and upon such rejection
what charges may be assessed against the Batteries as property of
the Estates on the Petition Date; or (iii) whether First Wind has
other interests and rights in the Batteries in addition to those
rights based on an assumption or rejection.

On Jan. 30, 2014, First Wind paid $13,020.75 to the Debtors as
required by the KWP II Equipment Agreement and/or the KWP II
Service Agreement.  The next payment would be due on or about
April 30, 2014.

The parties agree that the amount of the April Payment will be
reduced through offset and/or recoupment by an amount equal to the
Shipping Fees and Storage Fees actually paid by or on behalf of
First Wind.  In no event shall First Wind be obligated to pay any
costs (shipping, storage, or otherwise) should it not be able to
take physical possession of the Batteries by February 28, 2014.

The lender is represented by:

     A. Lee Hogewood, III, Esq.
     K&L GATES LLP
     Post Office Box 17047 (27619-7047)
     4350 Lassiter at North Hills Avenue, Suite 300
     Raleigh, North Carolina 27609
     Telephone: (919) 743-7306
     Facsimile: (919) 743-7358
     E-mail: lee.hogewood@klgates.com

The Debtors are represented by:

     Shelby A. Jordan, Esq.
     JORDAN, HYDEN, WOMBLE, CULBRETH & HOLZER, P.C.
     100 Congress Ave., Suite 2109
     Austin, TX 78701
     Telephone: (512) 469-3537
     Facsimile: (361) 888-5555

First Wind is represented by:

     Deborah D. Williamson, Esq.
     COX SMITH MATTHEWS INCORPORATED
     112 E. Pecan Street, Suite 1800
     San Antonio, TX 78205
     Telephone: (210) 554-5275
     Facsimile: (210) 226-8395
     Email: dwilliamson@coxsmith.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.  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, and Gordian Group, LLC, as investment banker and
financial advisor.

An Official Committee of Unsecured Creditors appointed in the case
has retained Hohmann, Taube & Summers, L.L.P. as counsel.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.


* Chapter 11 "Free-Fall" Bankruptcies Taking Longer, Study Shows
----------------------------------------------------------------
A new study conducted by claim and noticing agent UpShot Services
LLC and research database firm Chapter 11 Dockets reveals that
while prepackaged bankruptcies continue to get shorter,
traditional, "free-fall" cases are, in fact, taking longer.
Titled "The Fast & Laborious:  Chapter 11 Case Trends," the
study's findings were published in the March issue of American
Bankruptcy Institute (ABI) Journal in an article co-authored by
Dennis A. Meloro of Greenberg Traurig, Randall Reese of Chapter 11
Dockets, and Travis Vandell of UpShot Services LLC.

"We were initially surprised by the dichotomy of shorter cases
getting shorter and longer cases getting longer," commented
Vandell, UpShot's CEO and co-founder.  "However, upon further
analysis, we identified some potential driving forces behind this
trend, ranging from the real or perceived value of the debtor's
estate as a going concern; the growing complexity of companies'
capital structures and competing tiers of debt; and the challenge
of collective bargaining issues within Chapter 11."

The study examined case duration trends from January 1, 2008 to
December 31, 2012 based on every voluntarily filed Chapter 11 case
during that timeframe by companies with assets of at least $250
million.  UpShot Services and Chapter 11 Dockets conducted the
study using the proprietary precedent research database available
as a resource on UpShot Services' web site as UpShot Library and
to Chapter 11 Dockets users.

Both UpShot Library and Chapter 11 Dockets are powered by a
research database system that specifically focuses on Chapter 11
case research.  Designed by experienced corporate restructuring
professionals, it covers nearly 1,800 Chapter 11 cases, counting
jointly administered cases only once.  It provides more than 2.9
million documents in the same format available from the court's
database and is updated four times daily.

                    About UpShot Services LLC

Headquartered in Denver, Colo., UpShot Services LLC is a claims &
noticing firm founded by industry veterans who pioneered a new
standard of efficiency to serve the administrative needs of
companies in corporate bankruptcy.  UpShot helps debtors and their
professionals navigate the intricacies of claims and noticing
without the burden of high administrative costs.  Its easy-to-use,
scalable technology and industry expertise enable corporate
debtors and their professionals to do more with less, with 24/7
support from experienced experts at every stage of corporate
restructuring.


* Chapter 13 Prohibited From Only Benefiting Lawyer
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an individual didn't file a Chapter 13 petition in
good faith if the only purpose of the debt-adjustment plan was to
pay $2,000 in attorneys' fees in installments when the fee for
filing in Chapter 7 would have been $750, the U.S. Court of
Appeals in Atlanta ruled on Feb. 14.

According to the report, the bankrupt had about $1,400 in monthly
income, mostly from Social Security, and discretionary income of
$150 a month after expenses. His Chapter 13 plan called for paying
$150 a month, first to pay his lawyer and then about 17 percent of
unsecured creditors' $16,000 in claims. The bankruptcy judge
refused to confirm the plan, saying it wasn't filed in good faith.

Writing for a three-judge panel of the U.S. Court of Appeals for
the 11th Circuit, Judge Frank M. Hull upheld the lower court,
saying the findings of fact weren't "clearly erroneous," the
report said.

The bankruptcy judge said there was "a real ethical issue,"
because the bankrupt intended to use Chapter 13 to pay $2,000 of
fees in installments, only because he didn't have $750 cash up
front for the lawyer if he were to go through Chapter 7, the
report related.

The bankruptcy judge was concerned that the bankrupt would pay off
the lawyer in Chapter 13 before defaulting on the plan, leaving
him without a discharge, the report further related.

The case is Brown v. Gore (In re Brown), 13-10260, U.S. Court of
Appeals for the 11th Circuit (Atlanta).


* Junk-Bond Covenant Quality Improves on Lower Volume in January
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, citing
Moody's Investors Service, reported that junk-bond covenant
quality improved in January for a third month in a row, even
though the volume of new issues fell.

According to the report, the Moody's covenant-quality improved to
3.84 in January from 4.00 in December, based on an index in which
5 is the weakest quality and 1 the strongest.

The record low for covenant quality was 4.26 in October, the
report said.  For newly issued bonds in the Caa range, the January
index was 3.63, a significant improvement over 4.39 in December.

Caa bonds represented 38 percent of January issues, the Bloomberg
report said, citing Moody's.


* Loan Complaints by Homeowners Rise Once More
----------------------------------------------
Jessica Silver-Greenberg and Michael Corkery, writing for The New
York Times' DealBook, reported that a growing number of homeowners
trying to avert foreclosure are confronting problems on a new
front as the mortgage industry undergoes a seismic shift.

Shoddy paperwork, erroneous fees and wrongful evictions -- the
same abuses that dogged the nation's largest banks and led to a
$26 billion settlement with federal authorities in 2012 -- are now
cropping up among the specialty firms that collect mortgage
payments, the DealBook said, citing dozens of foreclosure lawsuits
and interviews with borrowers, federal and state regulators and
housing lawyers.

These companies are known as servicers, but they do far more than
transfer payments from borrowers to lenders, the report related.
They have great power in deciding whether homeowners can win a
mortgage modification or must hand over their home in a
foreclosure.

And they have been buying up servicing rights at a voracious rate,
the report further related.  As a result, some homeowners are
mired in delays and confronting the same heartaches, like the
peculiar frustration of being asked for the same documents over
and over again as the rights to their mortgage changes hands.


* Minimum-Wage Hike Would Help Alleviate Poverty, Could Kill Jobs
-----------------------------------------------------------------
Zachary A. Goldfarb, writing for The Washington Post, reported
that President Obama's proposal to raise the minimum wage to
$10.10 an hour would increase earnings for 16.5 million low-wage
Americans but cost the nation about 500,000 jobs, congressional
budget analysts said on Feb. 18.

About 15 percent of the nation's workforce would see wages rise
under the proposal, the report said, citing the report from the
nonpartisan Congressional Budget Office. In addition to the 16.5
million people who earn less than $10.10 an hour, as many as 8
million workers whose earnings hover above that level could also
benefit, the report said.

The higher wages would lift about 900,000 people out of poverty,
the report said, the Post related.  But the CBO warned that
raising the minimum wage could also cause employers to lay off
low-wage workers or hire fewer of them, reducing overall
employment by about 500,000 jobs, or about 0.3 percent of the
labor force. The CBO acknowledged that its calculation is an
estimate and said actual job losses could range from "very slight"
to as many as 1 million positions.

"The increase in the minimum wage would have two principal effects
on low-wage workers," the Post cited the CBO.  "The large majority
would have higher wages and family income, but a much smaller
group would be jobless and have much lower family income."


* Fed Adopts Foreign-Bank Capital Rules as World Finance Fragments
------------------------------------------------------------------
Yalman Onaran, writing for Bloomberg News, reported that a the
Federal Reserve approved new standards for foreign banks that will
require the biggest to hold more capital in the U.S., joining
other countries in erecting walls around domestic financial
systems.

According to the report, banks with $50 billion of assets in the
U.S. will have to meet the standard under a revised rule approved
on Feb. 19, which raised the threshold from $10 billion proposed
in 2012. The central bank left out two controversial elements of
the original proposal, saying those were still being developed.

Walling off U.S. units of foreign banks, designed to protect
taxpayers from having to bail them out in a crisis, may increase
borrowing costs for those companies and hurt their profitability,
the report related. The firms say it will also raise borrowing
rates for governments and consumers.

"This implies concern by policy makers in the U.S. regarding the
speed and robustness of the evolving European framework for bank
resolution," Barbara Matthews, managing director of BCM
International Regulatory Analytics LLC, a Washington-based
consulting firm, told Bloomberg. "It will put pressure on the
Europeans to push ahead with a strong resolution regime."

The new standards take effect in July 2016, one year later than
originally proposed after the final approval of the regulation was
delayed, the report said.  Part of the proposal that established
limits on banks' exposures to single parties was held back because
the Fed is still working on how to define them for U.S. firms.
Another planned change, which would have set an additional capital
buffer above the standard requirements, also was left out. The
industry objected to both elements


* SEC Gains Power to Take Profit Made From Insider Trading
----------------------------------------------------------
Christie Smythe, writing for Bloomberg News, reported that the
U.S. Securities and Exchange Commission won an appeals court
ruling that may allow it to collect illegal proceeds from money
managers who engage in insider trading even when their firms got
all the profit.

According to the report, the U.S. Court of Appeals in Manhattan on
Feb. 18 upheld a lower court's finding in an SEC lawsuit that
Joseph Contorinis, an ex-Jefferies Paragon Fund money manager
convicted of insider trading in 2010, must turn over $7.2 million
he made for the fund and an additional $2.5 million in interest.
The decision could affect future insider trading cases and offers
the government "another avenue" to put money managers on the hook
for profits, said Marc Agnifilo, a New York defense lawyer who
wasn't involved in the case.

"Although Contorinis did not pocket the profits from his trades,
it was he who utilized the inside information, executed the
trades, and secured the resulting profit for the benefit of his
clients," the appeals panel said in its 2-1 ruling, the report
related.

Contorinis, 49, is serving a six-year prison sentence for his role
in the scheme, the report further related.  Jurors found that he
traded on tips from an associate director of mergers and
acquisitions at Zurich-based UBS AG.

The former associate director, Nicos Stephanou, who testified
against Contorinis in exchange for leniency, said he passed inside
tips to the fund manager about Cerberus Capital Management LP's
bid to buy grocer Albertson's Inc. in 2006, the report added. At
the time, Contorinis's hedge fund held more than $70 million in
stock in Albertson's, then the second-biggest U.S. grocer.

The case is SEC v. Contorinis, 12-01723, U.S. Court of Appeals for
the Second Circuit (Manhattan).


* Credit Suisse Waits for $11 Billion Answer in N.Y. Fraud Suit
---------------------------------------------------------------
Christie Smythe and Chris Dolmetsch, writing for Bloomberg News,
reported that as Credit Suisse Group AG sees it, time has run out
on New York Attorney General Eric Schneiderman's pursuit of Wall
Street banks for mortgage fraud that helped trigger the financial
crisis.

According to the report, Schneiderman sued Credit Suisse in 2012
as part of a wide-ranging probe into mortgage bonds. He claimed
Switzerland's second-largest bank misrepresented the risks
associated with $93.8 billion in mortgage-backed securities issued
in 2006 and 2007.

Credit Suisse asked a Manhattan judge in December to dismiss
Schneiderman's case, as well as his demand for as much as $11.2
billion in damages, the report related.  The bank argued that New
York, by waiting so long to file the lawsuit, missed a three-year
legal deadline for suing. The state countered that it had six
years to file its complaint.

If the bank wins, Schneiderman will face a new roadblock as he
considers similar multibillion-dollar claims against a dozen other
Wall Street firms, the report further related.  The judge in New
York State Supreme Court could rule at any time.

"It would obviously tilt everything in the favor of Credit Suisse
and similarly situated financial institutions," David Reiss, a
professor at Brooklyn Law School, told Bloomberg, hindering New
York's remaining efforts to hold banks accountable for mistakes
that spurred a recession.

The case is People of the State of New York v. Credit Suisse
Securities (USA) LLC, 451802-2012, New York State Supreme Court,
New York County (Manhattan).


* GrayRobinson Adds Bankruptcy Pro From Broad and Cassel
--------------------------------------------------------
Law360 reported that GrayRobinson PA said a veteran bankruptcy
attorney from Broad and Cassel had joined its Orlando, Fla.,
office, bringing more than 25 years of experience to the firm.

Roy S. Kobert, Esq. -- roy.kobert@gray-robinson.com -- served for
more than two decades as the chair of Broad and Cassel's statewide
bankruptcy and creditors' rights practice group, the report
related.  He was also co-chair of the firm's special assets
practice group.

"After 22 years, it was time to take my practice to the next
level," Mr. Kobert told Law360.


* NSA Spying Leaves Law Firms Vulnerable to Litigation
------------------------------------------------------
Law360 reported that a recent report that the National Security
Agency spied on Mayer Brown LLP has stoked fears that client
communications and data at a host of law firms may be vulnerable
to prying eyes, leaving attorneys susceptible to lawsuits claiming
they failed to take reasonable steps to protect sensitive
information.

According to the report, although the government's surveillance
tactics have faced intense scrutiny since former NSA contractor
Edward Snowden began leaking classified documents in June, the
issue hit close to home for attorneys.


* Top CFPB Official Vows to Crack Down on Mortgage Servicers
------------------------------------------------------------
Rachel Witkowski, writing for American Banker, reported that
Steven Antonakes, the Consumer Financial Protection Bureau's
deputy director, said mortgage servicers have had more than a year
to prepare for a reform rule that took effect in January and
suggested the CFPB would move quickly and harshly against
violators.

According to the report, Antonakes acknowledged that the agency
has previously suggested it would be tolerant of mortgage
servicing companies so long as they were making a "good-faith
effort" to comply with the rule, but he warned that such
allowances only extend so far.

"A good-faith effort, however, does not mean servicers have the
freedom to harm consumers," the report cited Antonakes as saying.
"It has felt like 'Groundhog Day' with mortgage servicing for far
too long. . . . Please understand, business as usual has ended in
mortgage servicing.  Groundhog Day is over."

Antonakes' speech was a clear sign that the agency has shifted
from its previous message of forbearance to a more hard-line
stance regarding the mortgage servicing rule, which went into
effect Jan. 10, the report related.

"My message to you today is a tough one," Antonakes said in
prepared remarks before the Mortgage Bankers Association's
national mortgage servicing conference in Orlando, Fla., the
report further related.  "I don't expect a standing ovation when I
leave. But I do want you to understand our perspective."


* Milwaukee's Pamela Pepper Nominated for District Court
--------------------------------------------------------
Wisconsin's Federal Nominating Commission has chosen a Milwaukee
lawyer, a federal bankruptcy judge, and a Milwaukee circuit court
judge as candidates to fill a judicial vacancy on the U.S.
District Court for the Eastern District of Wisconsin.

Named on Feb. 14, 2014, in a joint press release from U.S.
Senators Tammy Baldwin and Ron Johnson, the nominees are: Beth
Kushner, of von Briesen & Roper S.C., Milwaukee; Pamela Pepper,
chief judge for the U.S. Bankruptcy Court for the Eastern District
of Wisconsin; and William Pocan, a judge for the Milwaukee County
Circuit Court.

The opening results from the departure of U.S. District Judge
Charles Clevert Jr., who moved into senior status on the court.
The names will now go to President Barack Obama, who will appoint
one to fill the judicial vacancy. Obama's appointee must be
confirmed by the U.S. Senate after a hearing before the Senate
Judiciary Committee.

In a press release, the U.S. Senators from Wisconsin praised the
work of the Federal Nominating Commission and the State Bar of
Wisconsin, which provides administrative support to the
commission:

"I appreciate all the hard work by the bipartisan Judicial
Commission and State Bar to help examine the highly qualified
candidates that applied to serve the state of Wisconsin as a
Federal Judge for the Eastern District of Wisconsin," Johnson
said. "I especially want to thank Senator Baldwin for working with
me in a cooperative, bipartisan fashion. We have now successfully
worked together to fill two important judicial vacancies for the
citizens of Wisconsin."

"The filling of judicial vacancies has been a top priority for me
since I was sworn in to the U.S. Senate last year," Baldwin said.
"The people of Wisconsin deserve to have these vacancies filled
and this is an important step forward in providing Wisconsin with
highly qualified public servants who will work hard for them in
our judicial system. Each of the nominees Senator Johnson and I
are recommending to President Obama are experienced, highly
qualified, and would make an outstanding federal district judge."

                            About the Nominees

Attorney Beth Kushner specializes in complex litigation and
handles an array of business and commercial disputes at Von
Briesen in Milwaukee. She graduated from the Virginia Law School
in 1979, and earned admission to the State Bar of Wisconsin in
1980.

Kushner, who obtained her B.A. from the University of Milwaukee in
1975, also handles product liability, fraud and RICO cases,
antitrust disputes, and class actions. Kushner served as assistant
general counsel to Rexnord Corporation before joining von Briesen.
The Hon. Pamela Pepper was appointed to the U.S. Bankruptcy Court
for the Eastern District in 2005, and has served as chief judge
since 2010. She obtained her law degree from Cornell Law School in
1989 and obtained Wisconsin admission in 1995.

Pepper clerked for the Eleventh Circuit Court of Appeals after law
school and was a federal prosecutor in Milwaukee and Chicago from
1990 to 1997. She was also a solo criminal defense practitioner
for eight years before her appointment to the bench.

The Hon. William Pocan has served as a circuit court judge in
Milwaukee County since his appointment in 2006 (election in 2007).
He currently works in the felony division.

Pocan, who grew up in Kenosha, graduated from U.W. Law School in
1984 and worked as a private practitioner for 22 years before his
appointment to the circuit court bench.

                 About the Nominating Commission

Wisconsin's bipartisan Federal Nominating Commission is charged
with making recommendations to U.S. senators for vacancies in
federal judgeships and U.S. attorney positions.

The commission was established in 1979 by Wisconsin's two U.S.
senators William Proxmire and Gaylord Nelson, and the process has
endured since then.

Attorneys Michelle Behnke and Paul Swanson co-chaired the
Commission for the Eastern District judicial vacancy. Other
commission members are William T. Curran, Richard Esenberg,
Frederic Fleishauer and Barbara Zack Quindel.


* Peter Haviland Joins Ballard Spahr's L.A. Litigation Practice
---------------------------------------------------------------
Peter L. Haviland, an accomplished civil trial lawyer, has joined
Ballard Spahr as a litigation partner, firm Chair Mark Stewart
announced today.

Mr. Haviland has tried cases in state, federal, and bankruptcy
courts throughout the country and has argued a wide range of
appeals. His arrival is the latest development in the continuing
expansion of Ballard Spahr's national trial practice and of its
Los Angeles office. He joins the firm from Kaye Scholer, where he
was Engagement Partner for E.I. du Pont de Nemours and Company.

"Peter belongs to that top tier of litigators whose wide-ranging
trial experience and superb judgment instill absolute confidence
in clients," Mr. Stewart said. "He is in good company at Ballard
and will be an outstanding asset to our trial practice firmwide,
and a great addition to our California offices."

Mr. Haviland will focus on high-stakes trials and appeals. His
current docket includes product liability and commercial
litigation matters for DuPont and mass tort/environmental claims
for ExxonMobil Corporation. He has extensive experience in
entertainment and media industry litigation, and has served as
outside general counsel for several recorded music companies.

"We are fortunate to have a deep bench of litigation talent at the
firm and we are focused on growing our team," said John B. Langel,
Chair of Ballard Spahr's Litigation Department. "We opened our San
Diego office in 2010 with a talented group of lawyers led by
Thomas W. McNamara who focus primarily on white collar defense,
regulatory enforcement, and complex litigation. We bolstered our
government enforcement and investigations capability there when we
brought on Sanjay Bhandari, a former federal prosecutor. Peter is
the latest feather in our cap and we are thrilled he has joined
us."

"My clients who had worked with Mark Stewart and Ballard Spahr
spoke highly of the firm and felt I would be a good fit. They were
right," Mr. Haviland said. "The firm shares my values, including a
real commitment to diversity and cultural competence in large law
firms. I'm very glad to be here."

Mr. Haviland has served in a number of professional and service
organizations, including the Black Entertainment and Sports
Lawyers Association, the Constitutional Rights Foundation, and the
Southern Christian Leadership Conference, and has prosecuted
domestic violence and other criminal matters on a pro bono basis
for the Los Angeles City Attorney's Office.

He was named one of "America's Top Black Lawyers" by Black
Enterprise Magazine and is a former clerk for the Honorable Warren
Ferguson of the U.S. Court of Appeals for the Ninth Circuit. Mr.
Haviland speaks Spanish and Portuguese.


* SSG Forms Global Special Situations M&A with Saxenhammer
----------------------------------------------------------
SSG Capital Advisors, LLC, an independent special situations
investment bank, on March 4 announced the formation of Global
Special Situations M&A along with founding partner firms,
Saxenhammer & Co., based in Germany and Teak Capital Corporation,
located in Singapore and Thailand.  GSSMA is a global alliance of
investment banking firms with a unique focus on special situations
transactions, including mergers and acquisitions, corporate
finance, capital raising, valuation, financial restructuring and
bankruptcy/insolvency advisory.

The Alliance will enhance each member firm's international deal
execution capabilities by providing access to a direct local
presence in several markets across the globe to help identify
foreign buyers or investors and navigate the complex legal and
cultural issues that often accompany cross border transactions.
In addition, the Alliance will allow GSSMA member firms to better
market their services globally through cross-referrals and joint
pitches and engagements.

GSSMA was co-founded by SSG Managing Director Michael S. Goodman.
"In an increasingly interconnected world, we wanted to enhance
SSG's international capabilities while still maintaining the
culture and personal touch of a boutique firm.  Our co-founding
partner firms share this same perspective.  GSSMA is currently in
discussions with new members, with the ultimate goal of having a
single partner in every global financial center," said
Mr. Goodman.

All investment banking services will be provided through
participating GSSMA member firms.  SSG is the sole representative
for the United States. More information is available on GSSMA's
website at http://www.gssma.comor by contacting Michael Goodman
at +1-610-940-5806 or mgoodman@ssgca.com

                   About SSG Capital Advisors

SSG Capital Advisors -- http://www.ssgca.com-- is an independent
boutique investment bank that assists middle-market companies and
their stakeholders in completing special situation transactions.
SSG provides its clients with comprehensive advisory services in
the areas of mergers and acquisitions, private placements,
financial advisory, financial restructurings and valuations.  SSG
has a proven track record of closing over 200 transactions in
North America and Europe and is one of the leaders in the
industry.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Roger Stanmore
   Bankr. N.D. Ala. Case No. 14-80530
      Chapter 11 Petition filed February 25, 2014

In re Decio Pasta, LLC
   Bankr. D. Ariz. Case No. 14-02335
     Chapter 11 Petition filed February 25, 2014
         See http://bankrupt.com/misc/azb14-2335.pdf
         represented by: James M. McGuire, Esq.
                         DAVIS MILES MCGUIRE GARDNER, PLLC
                         E-mail: jmcguire@davismiles.com

In re Hyo Kim
   Bankr. C.D. Cal. Case No. 14-11142
      Chapter 11 Petition filed February 25, 2014

In re John Van Dyk
   Bankr. E.D. Cal. Case No. 14-10851
      Chapter 11 Petition filed February 25, 2014

In re Gloria You
   Bankr. N.D. Cal. Case No. 14-50788
      Chapter 11 Petition filed February 25, 2014

In re F & S Ventures, Inc.
   Bankr. S.D. Fla. Case No. 14-14280
     Chapter 11 Petition filed February 25, 2014
         See http://bankrupt.com/misc/flsb14-14280.pdf
         represented by: Peter D. Spindel, Esq.
                         E-mail: peterspindel@gmail.com

In re Maria Pires
   Bankr. D. Mass. Case No. 14-10716
      Chapter 11 Petition filed February 25, 2014

In re Michael White
   Bankr. D.N.J. Case No. 14-13219
      Chapter 11 Petition filed February 25, 2014

In re Legend's Carwash, Inc.
   Bankr. M.D. Tenn. Case No. 14-01486
     Chapter 11 Petition filed February 25, 2014
         See http://bankrupt.com/misc/tnmb14-1486.pdf
         represented by: Ben Hill Thomas, Esq.
                         BEN HILL THOMAS LAW, PLLC
                         E-mail: ben@benhthomaslaw.com

In re Katherine-Anne Lucci
   Bankr. E.D. Va. Case No. 14-70633
      Chapter 11 Petition filed February 25, 2014

In re Green Power, Inc.
   Bankr. W.D. Wash. Case No. 14-11274
     Chapter 11 Petition filed February 25, 2014
         See http://bankrupt.com/misc/wawb14-11274.pdf
         Filed Pro Se

In re Chem-Away, Inc.
   Bankr. E.D. Cal. Case No. 14-90257
     Chapter 11 Petition filed February 26, 2014
         See http://bankrupt.com/misc/caeb14-90257.pdf
         represented by: David C. Johnston, Esq.

In re Manu Afuhamaango
   Bankr. N.D. Cal. Case No. 14-30276
      Chapter 11 Petition filed February 26, 2014

In re Michael Gerner
   Bankr. M.D. Fla. Case No. 14-02019
      Chapter 11 Petition filed February 26, 2014

In re KD Enterprises, LLP
   Bankr. M.D. Fla. Case No. 14-02073
     Chapter 11 Petition filed February 26, 2014
         See http://bankrupt.com/misc/flmb14-02073.pdf
         represented by: Richard A. Johnston, Jr., Esq.
                         JOHNSTON CHAMPEAU, LLC
                     E-mail: richard.johnston@johnstonchampeau.net

In re The Olympia Partnership, LLP
        aka The Olympiad Partnership
   Bankr. M.D. Fla. Case No. 14-02075
     Chapter 11 Petition filed February 26, 2014
         See http://bankrupt.com/misc/flmb14-02075.pdf
         represented by: Richard A. Johnston, Jr., Esq.
                         JOHNSTON CHAMPEAU, LLC
                     E-mail: richard.johnston@johnstonchampeau.net

In re Southwest Florida Regional Imaging II, LLC
   Bankr. M.D. Fla. Case No. 14-02076
     Chapter 11 Petition filed February 26, 2014
         See http://bankrupt.com/misc/flmb14-02076.pdf
         represented by: Richard A. Johnston, Jr., Esq.
                         JOHNSTON CHAMPEAU, LLC
                     E-mail: richard.johnston@johnstonchampeau.net

In re Accurate Septic Services, Inc.
   Bankr. S.D. Fla. Case No. 14-14469
     Chapter 11 Petition filed February 26, 2014
         See http://bankrupt.com/misc/flsb14-14469.pdf
         represented by: Julianne R. Frank, Esq.
                         FRANK, WHITE-BOYD, P.A.
                         E-mail: fwbbnk@fwbpa.com

In re Jeffrey Thomas
   Bankr. S.D. Fla. Case No. 14-14518
      Chapter 11 Petition filed February 26, 2014

In re Terry Schrubb
   Bankr. S.D. Fla. Case No. 14-14575
      Chapter 11 Petition filed February 26, 2014

In re Dentures and Family Denistry, P.C.
   Bankr. N.D. Ga. Case No. 14-53741
     Chapter 11 Petition filed February 26, 2014
         represented by: James D. Key, Esq.

In re Broadway Self-Storage, Inc.
        dba Broadway Propane Company
   Bankr. D. Maine. Case No. 14-20092
     Chapter 11 Petition filed February 26, 2014
         See http://bankrupt.com/misc/meb14-20092.pdf
         represented by: Barry E. Schklair, Esq.
                         MOLLEUR LAW OFFICE
                         E-mail: barry@molleurlaw.com

In re Mohammed Khan
   Bankr. D. Md. Case No. 14-12860
      Chapter 11 Petition filed February 26, 2014

In re Garno Brothers Heating & Cooling Co.
   Bankr. E.D. Mich. Case No. 14-30499
     Chapter 11 Petition filed February 26, 2014
         See http://bankrupt.com/misc/mieb14-30499.pdf
         represented by: Jeffrey A. Chimovitz, Esq.
                         E-mail: jeffchimovitz@gmail.com

In re Chez Bradley, LLC
        dba Pachas Restaurant
   Bankr. E.D.N.Y. Case No. 14-40790
     Chapter 11 Petition filed February 26, 2014
         See http://bankrupt.com/misc/nyeb14-40790.pdf
         represented by: Michelle Labayen, Esq.
                         LAW OFFICES OF MICHELLE LABAYEN, P.C.
                         E-mail: michelle@bankruptcynyc.com

In re Vida Cafe, Inc.
   Bankr. S.D.N.Y. Case No. 14-10415
     Chapter 11 Petition filed February 26, 2014
         See http://bankrupt.com/misc/nysb14-10415.pdf
         represented by: Nestor Rosado, Esq.
                         E-mail: neslaw2@msn.com

In re Spamps, Inc.
        aka Michael A. Spampinato
   Bankr. E.D. Pa. Case No. 14-11371
     Chapter 11 Petition filed February 26, 2014
         See http://bankrupt.com/misc/paeb14-11371.pdf
         represented by: Daniel P. Mudrick, Esq.
                         MUDRICK & ZUCKER, P.C.
                         E-mail: dpmudrick@verizon.net

In re Side Dish, LP
   Bankr. E.D. Pa. Case No. 14-11384
     Chapter 11 Petition filed February 26, 2014
         See http://bankrupt.com/misc/paeb14-11384.pdf
         represented by: Alexander G. Tuttle, Esq.
                         TUTTLE LEGAL
                         E-mail: agt@tuttlelegal.com

In re Assistant Home Health Care, Inc.
   Bankr. W.D. Tenn. Case No. 14-22131
     Chapter 11 Petition filed February 26, 2014
         See http://bankrupt.com/misc/tnwb14-22131.pdf
         represented by: Eugene G. Douglass, Esq.
                         E-mail: egdouglass@bellsouth.net

In re Kumar Bashyam
   Bankr. S.D. Tex. Case No. 14-31058
      Chapter 11 Petition filed February 26, 2014

In re KZ Corporation
   Bankr. S.D. Ala. Case No. 14-00594
     Chapter 11 Petition filed February 27, 2014
         See http://bankrupt.com/misc/alsb14-00594.pdf
         represented by: James A. Johnson, Esq.
                         JAMES A. JOHNSON, P.C.
                         E-mail: jjohnson@jamesajohnsonpc.com

In re Discount Center, LLC
   Bankr. S.D. Ala. Case No. 14-00597
     Chapter 11 Petition filed February 27, 2014
         See http://bankrupt.com/misc/alsb14-00597.pdf
         represented by: James A. Johnson, Esq.
                         JAMES A. JOHNSON, P.C.
                         E-mail: jjohnson@jamesajohnsonpc.com

In re Sunee Paul
   Bankr. D. Ariz. Case No. 14-02472
      Chapter 11 Petition filed February 27, 2014

In re Alan Gagleard
   Bankr. D. Ariz. Case No. 14-02552
      Chapter 11 Petition filed February 27, 2014

In re QC & SF Enterprises, Inc.
   Bankr. E.D. Ark. Case No. 14-11137
     Chapter 11 Petition filed February 27, 2014
         See http://bankrupt.com/misc/areb14-11137.pdf
         represented by: Frederick S. Wetzel, Esq.
                         FREDERICK S. WETZEL, P.A.
                         E-mail: frederickwetzel@sbcglobal.net

In re Robert Lee Rains
   Bankr. C.D. Cal. Case No. 14-10379
     Chapter 11 Petition filed February 27, 2014
         See http://bankrupt.com/misc/cacb14-10379.pdf
         represented by: Peter Susi, Esq.
                         SUSI & GURA, A PROFESSIONAL CORP
                         E-mail: kim@susigura.com

In re F.I. Bernstein
        aka Fredric Ian Bernstein
   Bankr. C.D. Cal. Case No. 14-11012
     Chapter 11 Petition filed February 27, 2014
         See http://bankrupt.com/misc/cacb14-11012.pdf
         represented by: Blake Lindemann, Esq.
                         LINDEMANN LAW FIRM
                         E-mail: blindemann@llgbankruptcy.com

In re Thomas S. Union, Jr.
   Bankr. M.D. Ga. Case No. 14-50464
     Chapter 11 Petition filed February 27, 2014
         See http://bankrupt.com/misc/gamb14-50464.pdf
         represented by: Christopher W. Terry, Esq.
                         STONE AND BAXTER, LLP
                         E-mail: cterry@stoneandbaxter.com

In re Sandra Union
   Bankr. M.D. Ga. Case No. 14-50464
      Chapter 11 Petition filed February 27, 2014

In re Centennial Bindery, LLC
   Bankr. S.D. Ind. Case No. 14-90348
     Chapter 11 Petition filed February 27, 2014
         See http://bankrupt.com/misc/insb14-90348.pdf
         represented by: Neil C. Bordy, Esq.
                         SEILLER WATERMAN, LLC
                         E-mail: bordy@derbycitylaw.com

In re Centennial Group, Inc.
   Bankr. S.D. Ind. Case No. 14-90349
     Chapter 11 Petition filed February 27, 2014
         See http://bankrupt.com/misc/insb14-90349.pdf
         represented by: Neil C. Bordy, Esq.
                         SEILLER WATERMAN, LLC
                         E-mail: bordy@derbycitylaw.com

In re Ran Smith
   Bankr. D. Kans. Case No. 14-40149
      Chapter 11 Petition filed February 27, 2014

In re DTS, Inc.
   Bankr. E.D. Mich. Case No. 14-42994
     Chapter 11 Petition filed February 27, 2014
         See http://bankrupt.com/misc/mieb14-42994.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re Residential Group 231, LLC
   Bankr. E.D. Mich. Case No. 14-43027
     Chapter 11 Petition filed February 27, 2014
         See http://bankrupt.com/misc/mieb14-43027.pdf
         represented by: Matthew W. Frank, Esq.
                         FRANK & FRANK, P.C.
                         E-mail: frankandfrank@comcast.net

In re Nilda Union Ave., LLC
   Bankr. D.N.J. Case No. 13500
     Chapter 11 Petition filed February 27, 2014
         See http://bankrupt.com/misc/njb14-13500.pdf
         represented by: Noah M. Burstein, Esq.
                         NOAH M. BURSTEIN, ATTORNEY AT LAW
                         E-mail: bursteinlawyer@aol.com


In re Camden Empowerment Zone Corporation
   Bankr. D.N.J. Case No. 14-13542
     Chapter 11 Petition filed February 27, 2014
         See http://bankrupt.com/misc/njb14-13542.pdf
         represented by: Avram D. White, Esq.
                         LAW OFFICES OF AVRAM D. WHITE, ESQ.
                         E-mail: clistbk3@gmail.com

In re Paulette Naccarato
   Bankr. S.D.N.Y. Case No. 14-35360
      Chapter 11 Petition filed February 27, 2014

In re Fernhill Realty Corp.
   Bankr. W.D.N.Y. Case No. 14-10417
     Chapter 11 Petition filed February 27, 2014
         Filed Pro Se

In re Virginia Management Corp.
   Bankr. W.D.N.Y. Case No. 14-10418
     Chapter 11 Petition filed February 27, 2014
         Filed Pro Se

In re BUA Management, Inc.
   Bankr. W.D.N.Y. Case No. 14-10420
     Chapter 11 Petition filed February 27, 2014
         Filed Pro Se

In re Binnie Martino
   Bankr. N.D. Ohio Case No. 14-50465
      Chapter 11 Petition filed February 27, 2014

In re Michael Martino
   Bankr. N.D. Ohio Case No. 14-50465
      Chapter 11 Petition filed February 27, 2014

In re Bradley Suddarth
   Bankr. M.D. Tenn. Case No. 14-01573
      Chapter 11 Petition filed February 27, 2014

In re Timar Alem D.M.D., PLLC
        dba Alem Family Dental
   Bankr. W.D. Wash. Case No. 14-11386
     Chapter 11 Petition filed February 27, 2014
         See http://bankrupt.com/misc/wawb14-11386.pdf
         represented by: Tuella O. Sykes, Esq.
                         E-mail: TOS@tuellasykeslaw.com

In re Husain Abdulla
   Bankr. S.D. Ala. Case No. 14-00611
      Chapter 11 Petition filed February 28, 2014

In re Meeks Maintenance and Construction, Llc
   Bankr. D. Ariz. Case No. 14-02659
     Chapter 11 Petition filed February 28, 2014
         See http://bankrupt.com/misc/azb14-02659.pdf
         represented by: Scott D. Gibson, Esq.
                         LAW OFFICE OF SCOTT D. GIBSON, PLLC
                         E-mail: ecf@sdglaw.net

In re Global SemiFab Solutions, LLC
   Bankr. N.D. Cal. Case No. 14-40910
     Chapter 11 Petition filed February 28, 2014
         See http://bankrupt.com/misc/canb14-40910.pdf
         represented by: David A. Boone, Esq.
                         LAW OFFICES OF DAVID A. BOONE
                         E-mail: ecfdavidboone@aol.com

In re Viva Restaurant Group, LLC
        dba Azucar
   Bankr. N.D. Cal. Case No. 14-50926
     Chapter 11 Petition filed February 28, 2014
         See http://bankrupt.com/misc/canb14-50926.pdf
         represented by: Stanley A. Zlotoff, Esq.
                         LAW OFFICES OF STANLEY A. ZLOTOFF
                         E-mail: zlotofflaw@gmail.com

In re Connecticut Basement Systems Radon, Inc.
   Bankr. D. Conn. Case No. 14-50288
     Chapter 11 Petition filed February 28, 2014
         See http://bankrupt.com/misc/ctb14-50288.pdf
         represented by: James M. Nugent, Esq.
                         HARLOW, ADAMS, AND FRIEDMAN
                         E-mail: jmn@quidproquo.com

In re Phoenix Aventura Clematis, Inc.
        dba Taco Vida
   Bankr. S.D. Fla. Case No. 14-14782
     Chapter 11 Petition filed February 28, 2014
         See http://bankrupt.com/misc/flsb14-14782.pdf
         represented by: Craig I. Kelley, Esq.
                         Kelley & Fulton, P.L.
                         E-mail: cik@kelleylawoffice.com

In re Illinois River Winery, Inc.
   Bankr. N.D. Ill. Case No. 14-06978
     Chapter 11 Petition filed February 28, 2014
         See http://bankrupt.com/misc/ilnb14-06978.pdf
         represented by: Paul M. Bach
                         SULAIMAN LAW GROUP, LTD.
                         E-mail: ecfbach@gmail.com

In re Douglas Hutchison
   Bankr. N.D. Ill. Case No. 14-07038
      Chapter 11 Petition filed February 28, 2014

In re Ziyad Zeidan
   Bankr. N.D. Ill. Case No. 14-07148
      Chapter 11 Petition filed February 28, 2014

In re Le Dolce Vita, LLC
   Bankr. S.D. Ind. Case No. 14-01388
     Chapter 11 Petition filed February 28, 2014
         See http://bankrupt.com/misc/insb14-01388.pdf
         represented by: Weston Erick Overturf, Esq.
                         BOSE MCKINNEY & EVANS, LLP
                         E-mail: woverturf@boselaw.com

In re Servinsky Engineering, PLLC
   Bankr. W.D. Mich. Case No. 14-01270
     Chapter 11 Petition filed February 28, 2014
         See http://bankrupt.com/misc/miwb14-01270.pdf
         represented by: A. Todd Almassian, Esq.
                         KELLER & ALMASSIAN, PLC
                         E-mail: ecf@kalawgr.com

In re Joseph Wenzinger
   Bankr. D. Nev. Case No. 14-11276
      Chapter 11 Petition filed February 28, 2014

In re Queens Reliable Management Corp.
   Bankr. E.D.N.Y. Case No. 14-40899
     Chapter 11 Petition filed February 28, 2014
         See http://bankrupt.com/misc/nyeb14-40899.pdf
         represented by: Noson A. Kopel, Esq.
                         E-mail: nkopel@covad.net

In re Donald Atkinson
   Bankr. E.D.N.C. Case No. 14-01139
      Chapter 11 Petition filed February 28, 2014

In re J M Hanner Construction Co., Inc.
   Bankr. E.D. Tenn. Case No. 14-10880
     Chapter 11 Petition filed February 28, 2014
         See http://bankrupt.com/misc/tneb14-10880.pdf
         represented by: W. Thomas Bible, Jr., Esq.
                         LAW OFFICE OF W. THOMAS BIBLE, JR.
                         E-mail: wtbibleecf@gmail.com

In re Robert Williamson
   Bankr. E.D. Tenn. Case No. 14-30612
      Chapter 11 Petition filed February 28, 2014

In re Gregory Layman
   Bankr. E.D. Tenn. Case No. 14-50274
      Chapter 11 Petition filed February 28, 2014

In re Tammi Hogg-Niborg
   Bankr. W.D. Wash. Case No. 14-41014
      Chapter 11 Petition filed February 28, 2014

In re Richard Vydrzal
   Bankr. W.D. Wis. Case No. 14-10783
      Chapter 11 Petition filed February 28, 2014

In re Gary Ramondo
   Bankr. E.D. Pa. Case No. 14-11562
      Chapter 11 Petition filed March 2, 2014

In re Paula Ramondo
   Bankr. E.D. Pa. Case No. 14-11562
      Chapter 11 Petition filed March 2, 2014

In re Robert Klauscher
   Bankr. W.D. Pa. Case No. 14-20788
      Chapter 11 Petition filed March 2, 2014

In re George Keith
   Bankr. M.D. Tenn. Case No. 14-01735
      Chapter 11 Petition filed March 2, 2014

In re Shelly McCormick
   Bankr. M.D. Tenn. Case No. 14-01736
      Chapter 11 Petition filed March 2, 2014

In re 1707 New York Ave., LLC
   Bankr. N.D. Tex. Case No. 14-40883
     Chapter 11 Petition filed March 2, 2014
         See http://bankrupt.com/misc/txnb14-40883.pdf
         represented by: Howard Marc Spector, Esq.
                         SPECTOR & JOHNSON, PLLC
                         E-mail: hspector@spectorjohnson.com

In re Istanbuli Mediterranean Grill, Inc.
   Bankr. E.D. Va. Case No. 14-10754
     Chapter 11 Petition filed March 2, 2014
         See http://bankrupt.com/misc/vaeb14-10754.pdf
         represented by: Christopher L. Rogan
                         ROGAN MILLER ZIMMERMAN, PLLC
                         E-mail: crogan@rmzlawfirm.com
In re Janus Spectrum LLC, Debtor
   Bankr. D. Ariz. Case No. 14-02682
     Chapter 11 Petition filed March 3, 2014
         See http://bankrupt.com/misc/azb14-02682.pdf
         represented by: Thomas E. Littler, Esq.
                         LITTLER, P.C.
                         E-mail: telittler@gmail.com

In re Samuel Rodriguez
   Bankr. D. Ariz. Case No. 14-02683
      Chapter 11 Petition filed March 3, 2014

In re Michael Capuzzo
   Bankr. D. Ariz. Case No. 14-02686
      Chapter 11 Petition filed March 3, 2014

In re DM Property Development, LLC
   Bankr. D. Ariz. Case No. 14-02690
     Chapter 11 Petition filed March 3, 2014
         represented by: Robert S. Wolkin, Esq.
                         ROBERT S. WOLKIN, P.C.
                         E-mail: rswolkin@cox.net

In re Garrison Key
   Bankr. C.D. Cal. Case No. 14-13964
      Chapter 11 Petition filed March 3, 2014

In re Marvin Goodfriend
   Bankr. C.D. Cal. Case No. 14-14032
      Chapter 11 Petition filed March 3, 2014

In re Jose Yanez
   Bankr. C.D. Cal. Case No. 14-14038
      Chapter 11 Petition filed March 3, 2014

In re Phoenix Aventura, Inc.
   Bankr. S.D. Fla. Case No. 14-15034
     Chapter 11 Petition filed March 3, 2014
         See http://bankrupt.com/misc/flsb14-15034.pdf
         represented by: Craig I. Kelley, Esq.
                         KELLEY & FULTON, P.L.
                         E-mail: cik@kelleylawoffice.com

In re Chae's Investment #1, Inc.
   Bankr. N.D. Ga. Case No. 14-54320
     Chapter 11 Petition filed March 3, 2014
         Filed Pro Se

In re The Boston Group, LLC
   Bankr. N.D. Ga. Case No. 14-54332
     Chapter 11 Petition filed March 3, 2014
         represented by: Christian Turner, Esq.

In re Scott River 71, LLC
   Bankr. N.D. Ga. Case No. 14-54354
     Chapter 11 Petition filed March 3, 2014
         Filed Pro Se

In re Sun America, LLC
   Bankr. N.D. Ga. Case No. 14-54381
     Chapter 11 Petition filed March 3, 2014
         See http://bankrupt.com/misc/ganb14-54381.pdf
         represented by: Kevin J. Cowart, Esq.
                         THE COWART LAW FIRM, P.C.
                         E-mail: kevinjcowart@gmail.com

In re New England Soup Factory, L.T.D.
   Bankr. D. Ma. Case No. 14-10871
     Chapter 11 Petition filed March 3, 2014
         See http://bankrupt.com/misc/mab14-10871.pdf
         represented by: Nina M. Parker, Esq.
                         PARKER & ASSOCIATES
                         E-mail: nparker@ninaparker.com

In re Farlow-Wolgast Properties, LLC
   Bankr. E.D. Mich. Case No. 14-43375
     Chapter 11 Petition filed March 3, 2014
         See http://bankrupt.com/misc/mieb14-43375.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re Bonnie Oom-Miller
   Bankr. E.D.N.C. Case No. 14-01191
      Chapter 11 Petition filed March 3, 2014

In re Fe-Doctra Transportation Services, Inc.
   Bankr. N.D. Ohio Case No. 14-50505
     Chapter 11 Petition filed March 3, 2014
         See http://bankrupt.com/misc/ohnb14-50505.pdf
         represented by: David A. Mucklow, Esq.
                         E-mail: davidamucklow@yahoo.com

In re James Brown
   Bankr. E.D. Tenn. Case No. 14-30643
      Chapter 11 Petition filed March 3, 2014

In re Affordable Kar Kare, Inc.
   Bankr. N.D. Tex. Case No. 14-31073
     Chapter 11 Petition filed March 3, 2014
         See http://bankrupt.com/misc/txnb14-31073.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS, P.C.
                         E-mail: eric@ealpc.com

In re Royal Bengal, Inc.
   Bankr. N.D. Tex. Case No. 14-31150
     Chapter 11 Petition filed March 3, 2014
         See http://bankrupt.com/misc/txnb14-31150.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS, P.C.
                         E-mail: eric@ealpc.com



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.


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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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